Common use of Adient Carryback Items and Claims for Refund Clause in Contracts

Adient Carryback Items and Claims for Refund. Unless Xxxxxxx Controls otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayed, taking into account (x) all tax planning undertaken by Xxxxxxx Controls (including, without limitation, any tax planning in connection with the Tyco Merger or the Separation) and (y) the Tax Attributes of Xxxxxxx Controls and its Affiliates and the expected utilization thereof), Adient shall (and shall cause each member of the Adient Group to) (i) not file any Adjustment Request with respect to any Combined Return (or any other Tax Return reflecting Taxes for which Xxxxxxx Controls is responsible under Section 2), (ii) make any available election to relinquish, waive or otherwise forgo a carry back of any Adient Carryback Item arising in a Post-Distribution Period to any Combined Return, and (iii) not make any affirmative election to claim any such Adient Carryback Item if such election would result in a carryback of such Adient Carryback Item to any Combined Return.

Adient Carryback Items and Claims for Refund. Unless Xxxxxxx Controls otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or delayedde- layed, taking into account (x) all tax planning undertaken by Xxxxxxx Controls (including, without with- out limitation, any tax planning in connection with the Tyco Merger or the Separation) and (y) the Tax Attributes of Xxxxxxx Controls and its Affiliates and the expected utilization thereof), Adient shall (and shall cause each member of the Adient Group to) ) (i) not file any Adjustment Request with respect to any Combined Return (or any other Tax Return reflecting Taxes for which Xxxxxxx Controls is responsible under Section 2), (ii) make any available election to relinquishxxxxx- xxxxx, waive or otherwise forgo a carry back of any Adient Carryback Item arising in a Post-Post- Distribution Period to any Combined Return, and (iii) not make any affirmative election to claim any such Adient Carryback Item if such election would result in a carryback of such Adient Carryback Car- xxxxxx Item to any Combined Return.