Common use of Allocation Conventions Clause in Contracts

Allocation Conventions. (a) All Taxes allocated pursuant to Section 2.02 shall be allocated in accordance with the Closing of the Books Method; provided, however, that if applicable Tax Law does not permit a SpinCo Group member to close its Tax Period on the Distribution Date, the Tax attributable to the operations of the members of the SpinCo Group for any Pre-Distribution Period shall be the Tax computed using the Closing of the Books Method; provided further, that any and all Taxes reported, or required to be reported, on a SpinCo Separate Return, or a Tax Return of a member of the LogMeIn Group to the extent attributable to a member of the SpinCo Group, under Section 951(a) of the Code that, in either case, are attributable to items recognized for a Pre-Distribution Period (determined as though the Tax Period of each controlled foreign corporation (within the meaning of Section 957(a) of the Code) giving rise to such items ended on the Distribution Date) shall be allocated to Citrix, and that any such Taxes that, in either case, are attributable to items recognized for a Post-Distribution Period (determined as though the Tax Period of each controlled foreign corporation (within the meaning of Section 957(a) of the Code) giving rise to such items ended on the Distribution Date) shall be allocated to SpinCo;

Allocation Conventions. (ai) All Taxes allocated pursuant to Section 2.02 4(a) shall be allocated in accordance with the Closing of the Books Method; provided, however, that if applicable Applicable Tax Law does not permit a SpinCo Spinco Group member to close its Tax Period Taxable year on the Distribution Date, the Tax attributable to the operations of the members of the SpinCo Spinco Group for any Pre-Distribution Period shall be the Tax computed using the Closing of the Books Method; provided further, that any and all Taxes reported, or required to be reported, on a SpinCo Spinco Separate Tax Return, or a Tax Return of a member of the LogMeIn Leidos Group to the extent attributable to a member of the SpinCo Spinco Group, under Section 951(a) of the Code (“Spinco 951(a) Taxes”) that, in either case, are attributable to items recognized for a Pre-Distribution Period (determined as though the Tax Period Taxable year of each controlled foreign corporation (within the meaning of Section 957(a) 957 of the Code) giving rise to such items ended on the Distribution Date) shall be allocated to CitrixLMC, and that any such Spinco 951(a) Taxes that, in either case, are attributable to items recognized for a Post-Distribution Period (determined as though the Tax Period Taxable year of each controlled foreign corporation (within the meaning of Section 957(a) 957 of the Code) giving rise to such items ended on the Distribution Date) shall be allocated to SpinCoSpinco;