Allocation Conventions. (a) All Taxes allocated pursuant to Section 1.2(a) shall be allocated in accordance with the Closing of the Books Method; provided, however, that if applicable Tax Law does not permit a member of the TEN Group to close its Tax Period on the Distribution Date, the Tax attributable to the operations of the members of the TEN Group for any Pre-Distribution Period shall be the Tax computed using a hypothetical closing of the books consistent with the Closing of the Books Method unless otherwise agreed to by the Parties. (b) Any Tax Item of TEN or any member of the TEN Group arising from a transaction engaged in by TEN or any member of the TEN Group outside of the ordinary course of business on the Distribution Date after the Effective Time shall be properly allocable to TEN and any such transaction by or with respect to TEN or any member of the TEN Group occurring after the Effective Time shall be treated for all Tax purposes (to the extent permitted by applicable Tax Law) as occurring at the beginning of the day following the Distribution Date in accordance with the principles of Treasury Regulation § 1.1502-76(b) or any similar provisions of state, local or foreign Law; provided that the foregoing shall not include any action that is undertaken pursuant to the Transactions.
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Samples: Tax Matters Agreement (Technip Energies N.V.), Tax Matters Agreement (TechnipFMC PLC), Tax Matters Agreement (Technip Energies B.V.)
