Allocation of Certain Separation-Related Taxes. Each of UTC, Carrier, and Otis shall be liable for, and shall indemnify and hold harmless the relevant SpinCo Group(s) and/or the UTC Group, as applicable, from and against any liability for the following amounts in the proportions set forth on Schedule 7.05(d) (the amounts described in clauses (i) and (ii), collectively, “Shared Taxes”): (i) Tax-Related Losses with respect to Income Taxes, except to the extent (A) such Tax is a Tax-Related Loss for which Xxxxxxx, Xxxx, and/or UTC is responsible pursuant to Section 7.05(a)(i), (a)(ii), or (b), respectively, or (B) UTC, Carrier, or Otis would otherwise be responsible for such amounts pursuant to Section 7.05(c); and (ii) any Specified Income Taxes imposed on any member of the UTC Group or any member of any SpinCo Group.
Appears in 7 contracts
Samples: Tax Matters Agreement (Raytheon Technologies Corp), Tax Matters Agreement (Carrier Global Corp), Tax Matters Agreement (Otis Worldwide Corp)
