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

MANNER OF PREPARING AND FILING TAX RETURNS. (a) All Tax Returns filed after the date of this Agreement by SCL, any SCL Affiliate, ▇▇▇▇ or any ▇▇▇▇ Affiliate shall be (1) prepared in a manner that is consistent with (i) Sections 5.1 and 9.5 of this Agreement and (ii) the Opinion Documents, 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 2.1(a)(ii) and (iii), ▇▇▇▇, and, subject to Section 2.1(b)(ii)(B) and (iii), SCL, as the case may be, shall have the exclusive right, in its sole discretion, with respect to any Tax Return for which it is responsible under Section 2.1 hereof, 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 by SCL, any SCL Affiliate, ▇▇▇▇, and any ▇▇▇▇ 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.