Common use of Tax Return Positions Clause in Contracts

Tax Return Positions. (i) With respect to any Tax Return for a Pre-Distribution Period described in Section 3.01 or Section 3.02, such Tax Return shall be prepared by Distributing or Splitco (or the members of its Group) in accordance with past practices, including the elections, methods of accounting, positions, conventions and principles of taxation used on prior Tax Returns corresponding to those in question (“Past Practices”), and to the extent any items are not addressed by Past Practices, in accordance with reasonable Tax accounting practices selected by the Company responsible for preparing the Tax Return. (ii) With respect to any Tax Return filed for a Post-Distribution Period described in Section 3.01 or Section 3.02, except as required by applicable Tax Law, such Tax Return shall be prepared by Distributing or Splitco (or the members of its Group) in accordance with Past Practices to the extent that a departure from Past Practices would be reasonably expected to increase the Tax liability of, or give rise to a payment under this Agreement by, the other Company (or a member of its Group) for a Pre-Distribution Period. (iii) Distributing and Splitco (and the members of their respective Groups) shall make any election or take any other action (or refrain from taking any action) reasonably requested by the other Company to preserve any existing Tax position of Distributing or Splitco (or the members of its Group), including the reported treatment or availability of Tax Items. Without limiting the foregoing, each Company (and the members of its Group) shall take the applicable actions set forth on Schedule 3.04(b)(iii).

Tax Return Positions. (i) With respect to any Tax Return for a Pre-Distribution Period described in Section 3.01 or Section 3.02, such Tax Return shall be prepared by Distributing or Splitco (or the members of its Group) in accordance with past practices, including the elections, methods of accounting, positions, conventions and principles of taxation used on prior Tax Returns corresponding to those in question (“Past Practices”), and to the extent any items are not addressed by Past Practices, in accordance with reasonable Tax accounting practices selected by the Company responsible for preparing the Tax Return. (ii) With respect to any Tax Return filed for a Post-Distribution Period described in Section 3.01 or Section 3.02, except as required by applicable Tax Law, such Tax Return shall be prepared by Distributing or Splitco (or the members of its Group) in accordance with Past Practices to the extent that a departure from Past Practices would be reasonably expected to increase the Tax liability of, or give rise to a payment under this Agreement by, the other Company (or a member of its Group) for a Pre-Distribution Period. (iii) Distributing and Splitco (and the members of their respective Groups) shall make any election or take any other action (or refrain from taking any action) reasonably requested by the other Company to preserve any existing Tax position of Distributing or Splitco (or the members of its Group), including the reported treatment or availability of Tax Items. Without limiting the foregoing, each Company (and the members of its Group) shall take the applicable actions set forth on Schedule 3.04(b)(iii3.04(b)(iv).