Common use of MANNER OF PREPARING AND FILING TAX RETURNS Clause in Contracts

MANNER OF PREPARING AND FILING TAX RETURNS. (a) Continental shall have the exclusive right, in its sole discretion, to make all decisions relating to any Tax Return described in Section 2.1(a) of this Agreement, including the right to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made or revoked by Continental, each Continental Affiliate, Holdings, and each Holdings Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for Refund shall be made, (6) whether any Refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return, whom to retain for such purpose and the scope of any such retention. (b) Holdings shall, at its expense, be responsible for preparing (or causing to be prepared) and shall provide to Continental (or cause to be so provided), all information that Continental shall reasonably request, in such form as Continental shall reasonably request, relating to the rights and obligations of Continental with respect to Taxes and Tax Returns hereunder, including any such information so requested to enable Continental to prepare the Tax Returns that it is required to prepare under Section 2.1 and allocate Taxes as required by this Agreement (which information shall be provided by Holdings no later than the later of thirty days following Continental's request for such information or ten (10) days prior to the due date (not taking into account extensions) of such Tax Return). (c) In the event that a Tax Item affects a Tax Return described in Section 2.1(a) of this Agreement and also affects a Tax Return described in Section 2.1(b) of this Agreement that is filed after the date of this Agreement, Holdings shall, to the extent permitted by law, conform the treatment of such Tax Item in any Tax Return described in Section 2.1(b) of this Agreement to the treatment of such Tax Item in the applicable Tax Return described in Section 2.1(a) of this Agreement.

MANNER OF PREPARING AND FILING TAX RETURNS. (a) Continental All Tax Returns filed after the date of this Agreement by OYO, any OYO Affiliate, or True Time shall be (1) prepared in a manner that is consistent with Section 5.1 of this Agreement, and (2) filed on a timely basis (taking into account applicable extensions) by the party responsible for such filing under Section 2.1 of this Agreement. (b) Subject to Sections 2.2(c) and (d) of this Agreement, OYO shall have the exclusive right, in its sole discretion, to make all decisions relating with respect to any Tax Return described in the first sentence of Section 2.1(a) of this Agreement, including the right Agreement(without regard to which party is responsible for preparing and filing such Tax Return) to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made or revoked by ContinentalOYO, each Continental any OYO Affiliate, Holdings, and each Holdings Affiliate True Time on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for Refund refund shall be made, (6) whether any Refunds refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return, whom to retain for such purpose and the scope of any such retention. (b) Holdings shall, at its expense, be responsible for preparing (or causing to be prepared) and shall provide to Continental (or cause to be so provided), all information that Continental shall reasonably request, in such form as Continental shall reasonably request, relating to the rights and obligations of Continental with respect to Taxes and Tax Returns hereunder, including any such information so requested to enable Continental to prepare the Tax Returns that it is required to prepare under Section 2.1 and allocate Taxes as required by this Agreement (which information shall be provided by Holdings no later than the later of thirty days following Continental's request for such information or ten (10) days prior to the due date (not taking into account extensions) of such Tax Return). (c) In True Time shall be responsible for preparing the event portions of the Consolidated Returns and Combined Returns (including making any related elections) that a relate exclusively to True Time. True Time shall submit (1) any portions of the Tax Item affects a Tax Returns referred to in the immediately preceding sentence or (2) any Combined Return described referred to in the last sentence of Section 2.1(a) of this Agreement and also affects a Tax Return described in Section 2.1(bto OYO at least forty-five (45) of this Agreement that is filed after the date of this Agreement, Holdings shall, days (or such shorter period as agreed to by OYO) prior to the extent permitted by law, conform due date for the treatment filing of such Tax Item in Returns (taking into account applicable extensions) for OYO's review and approval, which approval shall not be unreasonably withheld. True Time shall advise OYO, each time that it delivers the portion of a Consolidated Return or Combined Return for which it is responsible pursuant to this Section 2.2(c) or any Tax Combined Return described in Section 2.1(b) of this Agreement referred to the treatment of such Tax Item in the applicable Tax Return described in last sentence of Section 2.1(a) of this Agreement, that there is substantial authority (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns for each of the positions set forth on such portion of the Tax Return or such Combined Return. (d) True Time shall have the right to request that OYO file an amended Tax Return or claim for refund relating to the portion of any Consolidated Return or Combined Return which True Time is responsible for preparing under Section 2.2(c) of this Agreement. True Time shall be responsible for preparing the portion of such amended Tax Return or claim for refund relating to the portion of the Consolidated Return or Combined Return which True Time is responsible for preparing under Section 2.2(c) of this Agreement. True Time shall submit such portion of the amended Tax Return or claim for refund to OYO no later than forty-five (45) days prior to its filing for OYO's review and approval, which approval shall not be unreasonably withheld.

MANNER OF PREPARING AND FILING TAX RETURNS. (a) Continental shall have the exclusive right, in its sole discretion, to make all decisions relating with respect to any Tax Return described in Section 2.1(a) of this Agreement, including the right Agreement to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made or revoked by Continental, each Continental Affiliate, Holdings, and each Holdings Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for Refund shall be made, (6) whether any Refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return, whom to retain for such purpose and the scope of any such retention. (b) Holdings shall, at its expense, be responsible for preparing (or causing to be prepared) and shall provide to Continental (or cause to be so provided), all information that Continental shall reasonably request, in such form as Continental shall reasonably request, relating to the rights and obligations of Continental with respect to Taxes and Tax Returns hereunder, including any such information so requested to enable Continental to prepare the Tax Returns that it is required to prepare under Section 2.1 and allocate Taxes as required by this Agreement (which information shall be provided by Holdings no later than the later of thirty days following Continental's request for such information or ten (10) days Business Days prior to the due date (not taking into account extensions) of such Tax Return). (c) In the event that a Tax Item affects a Tax Return described in Section 2.1(a) of this Agreement and also affects a Tax Return described in Section 2.1(b) of this Agreement that is filed after the date of this Agreement, Holdings shall, to the extent permitted by law, conform the treatment of such Tax Item in any Tax Return described in Section 2.1(b) of this Agreement to the treatment of such Tax Item in the applicable Tax Return described in Section 2.1(a) of this Agreement.