Common use of Parent Responsibility Clause in Contracts

Parent Responsibility. Parent has the exclusive obligation and right to prepare and file, or cause to be prepared and filed: (a) Parent Federal Consolidated Income Tax Returns for any Tax Periods; (b) Parent State Combined Income Tax Returns and any other Joint Returns which Parent reasonably determines in good faith are required to be filed (or which Parent chooses to be filed) by the Companies or any of their Affiliates for Tax Periods ending on, before or after the Distribution Date (provided that, in the case of any Joint Return covered by this clause (b) that is required to be filed by a member of the SpinCo Group, SpinCo shall file or cause to be filed such Tax Return as prepared by Parent in good faith and, for the absence of doubt, Parent shall be considered the Responsible Party with respect to such Tax Return); (c) SpinCo Separate Returns and Parent Separate Returns which Parent reasonably determines are required to be filed by the Companies or any of their Affiliates (or which Parent chooses to be filed) for Tax Periods ending on, before or after the Distribution Date (limited, in the case of SpinCo Separate Returns, to such Tax Returns for which the Due Date is on or before the Distribution Date).