- 29 -
sharing agreement as the Amax group and petitioners'
group together], for purposes of preparing such Pro
Forma Alumax Return, Alumax shall be entitled to any
and all elections, positions, and methods that would
have been available to it in the computation of the tax
liability of the Alumax Consolidated Group had it
continued to file separate consolidated returns as
common parent of the Alumax Consolidated Group. The
Pro Forma Alumax Return will be delivered to Amax and
to Mitsui U.S.A. together with a written description of
the significant elections used in the preparation of
such return no later than 30 days prior to the due date
for the Combined Consolidated Return [defined in sec-
tion 2 of the tax-sharing agreement as the consolidated
Federal income tax return filed by Amax that included
petitioners' group] (taking into account any extensions
thereof that have been granted to AMAX). * * *
The tax-sharing agreement provided as follows with respect
to the filing of certain tax returns and documents and the
examination of those returns by the Internal Revenue Service
(IRS):
AMAX shall prepare and file the Combined Consoli-
dated Returns [defined in section 2 of the tax-sharing
agreement as a consolidated Federal income tax return
filed by Amax that included petitioners' group] and any
other returns, amended returns and other documents or
statements required to be filed with the Internal
Revenue Service in connection with the determination of
the federal income tax liability of the Combined Con-
solidated Group [defined in paragraph D of the tax-
sharing agreement as the Amax group and petitioners'
group together]. AMAX shall provide Alumax with copies
of the portions of all such returns, documents and
statements which are related to Alumax Consolidated
Return Items [defined in section 6(a) of the tax-shar-
ing agreement as items of income, deduction, gain,
loss, and credit of petitioners' group] promptly upon
filing thereof, and all calculations of the earnings
and profits of the members of the Alumax Consolidated
Group [petitioners' group] on an annual basis. * * *
While the parties recognize that AMAX will have
primary responsibility with respect to the conduct of
Internal Revenue Service examinations of the returns
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