Common use of Responsibility for Filing Clause in Contracts

Responsibility for Filing. (a) TWDC shall have the sole and exclusive responsibility for the preparation and filing of all Tax Returns of or relating to any member of the Spinco Group for any Pre-Distribution Period or any Straddle Period; provided that TWDC shall provide to Citadel and Spinco for their review, and for their approval to the extent that any item reported with respect to a member of the Spinco Group on the Straddle Period Tax Return relates to the portion of the Straddle Period beginning after the Public Distribution (such approval not to be unreasonably delayed, withheld or conditioned), a pro forma copy of the relevant portion of any such Tax Return 45 days prior to the due date thereof (including extensions), and Citadel and Spinco shall provide comments to TWDC within 30 days after their receipt thereof (the Tax Returns described above, collectively, the “TWDC Returns”). (b) Except in the case of Straddle Period Tax Returns, Spinco shall have the sole and exclusive responsibility for the preparation and filing of all Tax Returns of or relating to (or that relate to the businesses, assets or activities of) any member of the Spinco Group for any Post-Distribution Period (“Spinco Returns”).