Common use of Tax Reporting Practices Clause in Contracts

Tax Reporting Practices. Except as provided in Section 3.6 or pursuant to a Final Determination, with respect to any Tax Return for any taxable period that begins on or before the second (2nd) anniversary of the Distribution Date with respect to which SpinCo is the Responsible Party, such Tax Return shall be prepared in a manner (a) consistent with past practices, accounting methods and any similar standards, elections and conventions, including with respect to transfer pricing, used with respect to the Tax Returns in question (“Past Practices”) (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by SpinCo; and (b) that, to the extent consistent with clause (a), takes into consideration the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. SpinCo shall not take any action inconsistent with the assumptions made (including with respect to any Tax Item) in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, SpinCo (i) shall not be permitted, and shall not permit any member of the SpinCo Group, without Holcim’s prior written consent, to make a change in any of its methods of accounting for Tax purposes for any taxable period that begins on or before the second (2nd) anniversary of the Distribution Date (unless there is no Reasonable Basis for not making such change), and (ii) shall notify Holcim of, and consider in good faith any reasonable comments provided by Holcim regarding, any such change in method of accounting for any taxable period that begins after the second (2nd) anniversary of the Distribution Date and on or before the fifth (5th) anniversary of the Distribution Date. Such notification and consideration described in clause (ii) of the preceding sentence shall occur prior to the making of any such change in method of accounting.