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 MAG or any MAG Affiliate, shall be (1) prepared in a manner that is consistent with (i) Sections 5.1 and 9.3 of this Agreement and (ii) any Ruling Documents or Ruling, and (2) filed on a timely basis (taking into account applicable extensions) by MAG. (b) MAG shall have the exclusive right, in its sole discretion, with respect to any Tax Return relating to the Pre-Deconsolidation and Straddle Periods 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 MAG, any MAG Affiliate, MercFuel, and any MercFuel 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. MAG agrees to provide MercFuel with a copy of each such Tax Return prior to the due date for the filing of any such Tax Return (giving effect to applicable extensions) for such taxable years sufficiently in advance of such date to allow MercFuel the opportunity to review and comment on any such Tax Return. (1) MercFuel shall be responsible for providing financial, transactional, legal and other information in a timely manner as necessary for the preparation of the returns described in Sections 2.1(a) and (b) of this Agreement. Information shall be requested and submitted by way of annual tax workpaper packages (due no later than March 31, for the preceding tax year ended December 31), sales and use tax reports (submitted as required to meet reporting deadlines in accordance with the continuation of the current process), other miscellaneous information requests and other supporting documentation. Such information shall be submitted within 30 days of written request in accordance with MAG's normal information request practices and due dates. (2) For a period of one year beginning on the Deconsolidation Date, MercFuel may elect to have MAG prepare the returns described in Section 2.1(c) of this Agreement. If MercFuel so elects then it shall provide written notice to MAG as provided in Section 11.2. MAG shall prepare such returns in accordance with the terms and conditions contained in the Transitional Services Agreement, dated as of __________, 2001 by and between MAG and MercFuel, for services rendered pursuant to this Section 2.2(c)(2).

MANNER OF PREPARING AND FILING TAX RETURNS. (a) All Tax Returns filed after the date of this Agreement by MAG MRV or any MAG MRV Affiliate, shall be (1) prepared in a manner that is consistent with (i) Sections 5.1 and 9.3 of this Agreement and (ii) any Ruling Documents or Ruling, and (2) filed on a timely basis (taking into account applicable extensions) by MAGMRV. (b) MAG MRV shall have the exclusive right, in its sole discretion, with respect to any Tax Return relating to the Pre-Deconsolidation and Straddle Periods 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 MAGMRV, any MAG MRV Affiliate, MercFuelLuminent, and any MercFuel Luminent 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. MAG MRV agrees to provide MercFuel Luminent with a copy of each such Tax Return prior to the due date for the filing of any such Tax Return (giving effect to applicable extensions) for such taxable years sufficiently in advance of such date to allow MercFuel Luminent the opportunity to review and comment on any such Tax Return. (1) MercFuel Luminent shall be responsible for providing financial, transactional, legal and other information in a timely manner as necessary for the preparation of the returns described in Sections 2.1(a) and (b) of this Agreement. Information shall be requested and submitted by way of annual tax workpaper packages (due no later than March 31, for the preceding tax year ended December 31), sales and use tax reports (submitted as required to meet reporting deadlines in accordance with the continuation of the current process), other miscellaneous information requests and other supporting documentation. Such information shall be submitted within 30 days of written request in accordance with MAGMRV's normal information request practices and due dates. (2) For a period of one year beginning on the Deconsolidation Date, MercFuel Luminent may elect to have MAG MRV prepare the returns described in Section 2.1(c) of this Agreement. If MercFuel Luminent so elects then it shall provide written notice to MAG MRV as provided in Section 11.2. MAG MRV shall prepare such returns in accordance with the terms and conditions contained in the Transitional Services Agreement, dated as of __________, 2001 2000 by and between MAG MRV and MercFuelLuminent, for services rendered pursuant to this Section 2.2(c)(2).