Common use of Special Rules Relating to the Preparation of Tax Returns Clause in Contracts

Special Rules Relating to the Preparation of Tax Returns. (a) Except as otherwise provided in this Agreement, in the case of any Tax Return for or that includes a Pre-Distribution Period, the Filing Party pursuant to this Article III shall prepare (or shall cause the appropriate member of it Group to prepare) such Tax Return in accordance with past practices, accounting methods, elections or conventions (“Past Practices”) used by the SnackCo Pre-Distribution Group with respect to the Tax Return in question, and, to the extent any items are not covered by Past Practices, in accordance with reasonable Tax accounting practices. Notwithstanding the foregoing, for any Tax Return described in the preceding sentence, the Filing Party (or the appropriate member of its Group) shall not be required to follow Past Practices if (i) the Non-Filing Party consents in writing to the proposed method of reporting (not to be unreasonably withheld), (ii) the Filing Party (or the appropriate member of its Group) receives a “should” level opinion from a nationally recognized law firm that the proposed method of reporting is correct or (iii) there is no substantial authority for the use of such Past Practices. In addition, unless otherwise required by applicable law, in the preparation and filing of any Tax Return for or that includes a Pre-Distribution Period, the Filing Party shall not take (or shall cause the appropriate member of its Group not to take) any position (or make any election) that is inconsistent with any position taken or election made by SnackCo in connection with the preparation and filing of any consolidated U.S. Federal Income Tax Return that includes any Pre-Distribution Period. Notwithstanding the foregoing, with respect to the preparation of any such Tax Return, the Filing Party shall not discriminate (or shall cause the appropriate member of its Group not to discriminate) against any member of the Non-Filing Party’s Group. (b) SnackCo and GroceryCo shall prepare (and shall cause the members of its respective Group to prepare) all Tax Returns consistent with the Tax treatment of the Internal Reorganization and the Distribution set forth in the Ruling and Tax Opinion Documents.

Special Rules Relating to the Preparation of Tax Returns. (ai) Except as otherwise provided in this Agreement, in the case of any party that is responsible for filing (or causing to be filed) a Tax Return for or that includes a Pre-Distribution Period, the Filing Party pursuant to this Article III Section 3 shall prepare (or shall cause have the appropriate member of it Group to prepare) such Tax Return in accordance with past practices, accounting methods, elections or conventions (“Past Practices”) used by the SnackCo Pre-Distribution Group with respect to the Tax Return in question, and, to the extent any items are not covered by Past Practicesexclusive right, in accordance with reasonable Tax accounting practices. Notwithstanding the foregoing, for any Tax Return described in the preceding sentence, the Filing Party (or the appropriate member of its Group) shall not be required to follow Past Practices if (i) the Non-Filing Party consents in writing to the proposed method of reporting (not to be unreasonably withheld), (ii) the Filing Party (or the appropriate member of its Group) receives a “should” level opinion from a nationally recognized law firm that the proposed method of reporting is correct or (iii) there is no substantial authority for the use of such Past Practices. In addition, unless otherwise required by applicable law, in the preparation and filing of any Tax Return for or that includes a Pre-Distribution Period, the Filing Party shall not take (or shall cause the appropriate member of its Group not to take) any position (or make any election) that is inconsistent with any position taken or election made by SnackCo in connection with the preparation and filing of any consolidated U.S. Federal Income Tax Return that includes any Pre-Distribution Period. Notwithstanding the foregoingsole discretion, with respect to such Tax Return to determine (1) the preparation manner in which such Tax Return shall be prepared and filed, including the methods, conventions, practices, principles, positions, and elections to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) whether an amended Tax Return shall be filed, (4) whether any claims for refund shall be made, (5) whether any refunds shall be paid by way of refund or credited against any liability for the related Tax, and (6) whether to retain outside firms to prepare or review such Tax Return; provided, however, that with respect to Joint Returns, LMC shall prepare such Joint Returns in good faith and shall consult with the Filing Party shall not discriminate (or shall cause Company prior to changing any method of accounting if such action would impact the appropriate member of its Group not to discriminate) against any member of the Non-Filing Party’s Company Group. (bii) SnackCo and GroceryCo shall prepare With respect to any Separate Return for which the Company is responsible for filing (or causing to be filed), the Company may not take (and shall cause the members of its respective the Company Group not to preparetake) all any positions that it knows, or reasonably should know, are inconsistent with the methods, conventions, practices, principles, positions, or elections used by LMC in preparing any Joint Return, except to the extent that (A) the failure to take such position would be contrary to applicable Tax Returns Law or (B) taking such position would not reasonably be expected to adversely affect any member of the LMC Group. The Company and the other members of the Company Group shall (1) allocate Tax Items between such Separate Return for which the Company is responsible and any related Joint Return for which LMC is responsible that is filed in the same Tax year in a manner that is consistent with the reporting of such Tax treatment of the Internal Reorganization Items on such related Joint Return and the Distribution set forth in the Ruling and (2) make any applicable elections required under applicable Tax Opinion DocumentsLaw necessary to effect such allocation.

Special Rules Relating to the Preparation of Tax Returns. (a) Except as otherwise provided in this Agreement, in the case of any Tax Return for or that includes a Pre-Distribution Period, the Filing Party pursuant to this Article III shall prepare (or shall cause the appropriate member of it Group to prepare) such Tax Return in accordance with past practices, accounting methods, elections or conventions (“Past Practices”) used by the SnackCo Pre-Distribution Group with respect to the Tax Return in question, and, to the extent any items are not covered by Past Practices, in accordance with reasonable Tax accounting practices. Notwithstanding the foregoing, for any Tax Return described in the preceding sentence, the Filing Party (or the appropriate member of its Group) shall not be required to follow Past Practices if (i) the Non-Filing Party consents in writing to the proposed method of reporting (not to be unreasonably withheld), (ii) the Filing Party (or the appropriate member of its Group) receives a “should” level opinion from a nationally recognized law firm that the proposed method of reporting is correct correct, or (iii) there is no substantial authority for the use of such Past Practices. In addition, unless otherwise required by applicable law, in the preparation and filing of any Tax Return for or that includes a Pre-Distribution Period, the Filing Party shall not take (or shall cause the appropriate member of its Group not to take) any position (or make any election) that is inconsistent with any position taken or election made by SnackCo in connection with the preparation and filing of any consolidated U.S. Federal Income Tax Return that includes any Pre-Distribution Period. Notwithstanding the foregoing, with respect to the preparation of any such Tax Return, the Filing Party shall not discriminate (or shall cause the appropriate member of its Group not to discriminate) against any member of the Non-Filing Party’s Group. (b) SnackCo and GroceryCo shall prepare (and shall cause the members of its respective Group to prepare) all Tax Returns consistent with the Tax treatment of the Internal Reorganization and the Distribution set forth in the Ruling and Tax Opinion Documents.