APPLICABLE REGULATIONS.
D)
POST-DECONSOLIDATION PERIOD RETURNS OF
THE TRONOX GROUP.
SUBJECT TO THE PROVISIONS OF THE TRANSITION SERVICES
AGREEMENT, TRONOX SHALL BE SOLELY RESPONSIBLE FOR THE PREPARATION AND FILING OF
THE RETURNS OF THE TRONOX GROUP FOR ALL POST-DECONSOLIDATION PERIODS THAT BEGIN
AFTER THE DECONSOLIDATION DATE.
SECTION 2.04
COOPERATION AND EXCHANGE OF INFORMATION.
IN
ADDITION TO TRONOX'S OBLIGATION PURSUANT TO SECTION 2.03(B) HEREOF,
DISTRIBUTING, ON THE ONE HAND, AND TRONOX, ON THE
8
OTHER, WILL PROVIDE EACH OTHER WITH SUCH COOPERATION AND INFORMATION AS EITHER
OF THEM REASONABLY MAY REQUEST OF THE OTHER IN (I) FILING ANY RETURN, AMENDED
RETURN OR CLAIM FOR REFUND, (II) DETERMINING A LIABILITY FOR TAXES OR A RIGHT TO
A REFUND OF TAXES OR (III) PARTICIPATING IN OR CONDUCTING ANY AUDIT OR OTHER
PROCEEDING IN RESPECT OF TAXES.
SUCH COOPERATION AND INFORMATION SHALL INCLUDE
PROVIDING COPIES OF RELEVANT RETURNS OR PORTIONS THEREOF, TOGETHER WITH
ACCOMPANYING SCHEDULES AND RELATED WORK PAPERS AND DOCUMENTS RELATING TO RULINGS
OR OTHER DETERMINATIONS BY TAX AUTHORITIES.
EACH PARTY SHALL MAKE ITS EMPLOYEES
AVAILABLE ON A MUTUALLY CONVENIENT BASIS TO PROVIDE EXPLANATIONS OF ANY
DOCUMENTS OR INFORMATION PROVIDED HEREUNDER.
ANY INFORMATION OBTAINED UNDER
THIS SECTION 2.04 SHALL BE KEPT CONFIDENTIAL, EXCEPT AS MAY BE OTHERWISE
NECESSARY IN CONNECTION WITH THE FILING OF RETURNS OR CLAIMS FOR REFUND OR IN
CONDUCTING AN AUDIT OR OTHER PROCEEDING.
DISTRIBUTING SHALL RETAIN (OR CAUSE TO
BE RETAINED) ALL BOOKS AND RECORDS WITH RESPECT TO TAX MATTERS PERTINENT TO ANY
MEMBER OF THE TRONOX GROUP RELATING TO ANY PRE-DECONSOLIDATION PERIOD UNTIL THE
EXPIRATION OF THE RELEVANT STATUTORY PERIOD OF LIMITATIONS FOR THE ASSESSMENT OF
TAX, PROVIDED THAT DISTRIBUTING SHALL CONSULT WITH TRONOX PRIOR TO DESTROYING
ANY SUCH BOOKS AND RECORDS AND SHALL OFFER TRONOX THE OPPORTUNITY TO RETAIN ANY
SUCH BOOKS AND RECORDS AFTER SUCH DATE.
ARTICLE III
TAX SHARING
SECTION 3.01
INTENTIONALLY OMITTED.
SECTION 3.02
TAX SHARING.
A)
DECONSOLIDATION PAYMENT.
ON OR PRIOR TO
THE DECONSOLIDATION DATE, AN INTERCOMPANY PAYABLE SHALL BE OWED BY TRONOX TO
DISTRIBUTING (THE "INTERCOMPANY ESTIMATED TAX PAYABLE") IN AN AMOUNT EQUAL TO
THE SUM OF THE TRONOX FEDERAL TAX LIABILITY AND THE TRONOX COMBINED TAX
LIABILITY FOR THE PORTION OF ANY TAXABLE PERIOD THAT INCLUDES BUT DOES NOT, WITH
RESPECT TO DISTRIBUTING OR ANY OTHER MEMBER OF THE DISTRIBUTING GROUP, END ON
THE DECONSOLIDATION DATE, IN BOTH CASES AS ESTIMATED BY DISTRIBUTING IN ITS
SOLE, GOOD-FAITH DISCRETION.
THE INTERCOMPANY ESTIMATED TAX PAYABLE SHALL BE
SUBJECT TO THE TREATMENT OF INTERCOMPANY OBLIGATIONS PROVIDED FOR PURSUANT TO
SECTION 2.4(B) OF THE MASTER SEPARATION AGREEMENT.
B)
PRO FORMA RETURNS.
ON THE DATE THAT IS
FIVE (5) BUSINESS DAYS PRIOR TO THE DUE DATE FOR THE DISTRIBUTING CONSOLIDATED
GROUP'S 2005 CONSOLIDATED FEDERAL INCOME TAX RETURN, INCLUDING EXTENSIONS,
DISTRIBUTING SHALL DELIVER TO TRONOX A PRO FORMA FEDERAL INCOME TAX RETURN (THE
"2005 PRO FORMA FEDERAL TAX RETURN") OF THE TRONOX GROUP REFLECTING THE TRONOX
FEDERAL TAX LIABILITY FOR THE PORTION OF SUCH TAXABLE YEAR IN WHICH MEMBERS OF
THE TRONOX GROUP WERE INCLUDED IN