Common use of Allocation of Federal Income Tax and Federal Other Tax Relating to Joint Returns Clause in Contracts

Allocation of Federal Income Tax and Federal Other Tax Relating to Joint Returns. (i) Subject to Sections 2.2(a)(ii)-2.2(a)(viii), ParentCo shall be responsible for any and all Federal Income Taxes or Federal Other Taxes that are due with respect to, or required to be reported on, any Joint Return and that are allocable to Pre-Distribution Periods (including any increase in such Taxes as a result of a Final Determination). (ii) The responsibility for any Federal Income Taxes that are attributable to amounts included in income pursuant to Section 965 of the Code for a Pre-Distribution Period beginning after December 31, 2016 and that are due with respect to, or required to be reported on, any Joint Return (including any increase in such Taxes as a result of a Final Determination) shall be shared by ParentCo and SpinCo in the manner set forth in Exhibit C. (iii) The responsibility for any payments that are required, under the terms of the Tyco TSA, to be made after the Distribution Date by ParentCo to any other party to the Tyco TSA in respect of Federal Income Taxes or Federal Other Taxes shall be shared by ParentCo and SpinCo in accordance with their respective Sharing Percentages. (iv) The responsibility for any Federal Income Taxes or Federal Other Taxes that are paid after the Distribution Date (including any such payments as a result of a Final Determination) with respect to a Joint Return for a Pre-Distribution Period ending on or before December 31, 2017 and that are attributable to the treatment by Xxxxxxx of the debt it assumed in connection with the Tracer Transaction shall be shared by ParentCo and SpinCo in accordance with their respective Sharing Percentages. (v) The responsibility for any increase in Federal Income Taxes or Federal Other Taxes (other than Taxes the responsibility for which is allocated pursuant to Section 2.2(a)(iv)) that (A) is a result of a Final Determination after the Distribution Date, (B) is with respect to a Joint Return for a Pre-Distribution Period, and (C) is attributable to a SpinCo Entity (including a SpinCo Entity that is treated for Federal Income Tax purposes as a disregarded entity) shall be borne by SpinCo. (vi) The responsibility for any Federal Income Taxes or Federal Other Taxes (other than Taxes the responsibility for which is allocated pursuant to Section 2.2(a)(iv) or Section 2.2(a)(v)) that are paid after the Distribution Date (including any such payments as a result of a Final Determination) with respect to a Joint Return for a Pre-Distribution Period and that are attributable to the Tracer Transaction shall be borne by ParentCo. (vii) The responsibility for any Federal Income Taxes or Federal Other Taxes that are paid after the Distribution Date (including any such payments as a result of a Final Determination) with respect to a Joint Return for a Pre-Distribution Period ending on or before December 31, 2017 and that are attributable to the treatment of the items of income, gain, deduction, or loss recognized by Flow Control itself (not including any items that are taken into account by Flow Control as its distributive share of items of an Entity that is classified for Federal Income Tax purposes as a partnership or disregarded entity), or that are attributable to payments by Flow Control of amounts subject to withholding Tax under Sections 1441-1474 of the Code, shall be shared by ParentCo and SpinCo in accordance with their respective Sharing Percentages. (viii) The responsibility for any Federal Income Taxes or Federal Other Taxes that are paid after the Distribution Date (including any such payments as a result of a Final Determination) with respect to a Joint Return for a Pre-Distribution Period ending on or before December 31, 2017 and that are attributable to the treatment of the items of income, gain, deduction, or loss recognized by Panthro itself (not including any items that are taken into account by Panthro as its distributive share of items of an Entity that is classified for Federal Income Tax purposes as a partnership or disregarded entity), or that are attributable to payments by Panthro of amounts subject to withholding Tax under Sections 1441-1474 of the Code, shall be shared by ParentCo and SpinCo in accordance with their respective Sharing Percentages.

Allocation of Federal Income Tax and Federal Other Tax Relating to Joint Returns. (i) Subject to Sections 2.2(a)(ii)-2.2(a)(viii), ParentCo shall be responsible for any and all Federal Income Taxes or Federal Other Taxes that are due with respect to, or required to be reported on, any Joint Return and that are allocable to Pre-Distribution Periods (including any increase in such Taxes as a result of a Final Determination). (ii) The responsibility for any Federal Income Taxes that are attributable to amounts included in income pursuant to Section 965 of the Code for a Pre-Distribution Period beginning after December 31, 2016 and that are due with respect to, or required to be reported on, any Joint Return (including any increase in such Taxes as a result of a Final Determination) shall be shared by ParentCo and SpinCo in accordance with their respective Sharing Percentages; provided, however, that with respect to the manner set forth in Exhibit C.first installment of Federal Income Taxes payable by Panthro (or any Subsidiary of Panthro) under Section 965(h)(1)(A) of the Code as a result of an election under Section 965(h)(1) of the Code relating to a taxable year ending on December 31, 2017, the responsibility for any such Federal Income Taxes shall be borne solely by ParentCo to the extent that the amount of such first installment does not exceed $2,100,000. (iii) The responsibility for any payments that are required, under the terms of the Tyco TSA, to be made after the Distribution Date by ParentCo to any other party to the Tyco TSA in respect of Federal Income Taxes or Federal Other Taxes shall be shared by ParentCo and SpinCo in accordance with their respective Sharing Percentages. (iv) The responsibility for any Federal Income Taxes or Federal Other Taxes that are paid after the Distribution Date (including any such payments as a result of a Final Determination) with respect to a Joint Return for a Pre-Distribution Period ending on or before December 31, 2017 and that are attributable to the treatment by Xxxxxxx of the debt it assumed in connection with the Tracer Transaction shall be shared by ParentCo and SpinCo in accordance with their respective Sharing Percentages. (v) The responsibility for any increase in Federal Income Taxes or Federal Other Taxes (other than Taxes the responsibility for which is allocated pursuant to Section 2.2(a)(iv) or Section 2.2(a)(vi)) that (A) is a result of a Final Determination after the Distribution Date, (B) is with respect to a Joint Return for a Pre-Distribution Period, and (C) is attributable to a SpinCo Entity (including a SpinCo Entity that is treated for Federal Income Tax purposes as a disregarded entity) shall be borne by SpinCo. (vi) The responsibility for any Federal Income Taxes or Federal Other Taxes (other than Taxes the responsibility for which is allocated pursuant to Section 2.2(a)(iv) or Section 2.2(a)(v)) that are paid after the Distribution Date (including any such payments as a result of a Final Determination) with respect to a Joint Return for a Pre-Distribution Period and that are attributable to the Tracer Transaction shall be borne by ParentCo. (vii) The responsibility for any Federal Income Taxes or Federal Other Taxes that are paid after the Distribution Date (including any such payments as a result of a Final Determination) with respect to a Joint Return for a Pre-Distribution Period ending on or before December 31, 2017 and that are attributable to the treatment of the items of income, gain, deduction, or loss recognized by Flow Control itself (not including any items that are taken into account by Flow Control as its distributive share of items of an Entity that is classified for Federal Income Tax purposes as a partnership or disregarded entity), or that are attributable to payments by Flow Control of amounts subject to withholding Tax under Sections 1441-1474 of the Code, shall be shared by ParentCo and SpinCo in accordance with their respective Sharing Percentages. (viii) The responsibility for any Federal Income Taxes or Federal Other Taxes (other than Taxes the responsibility for which is allocated pursuant to Section 2.2(a)(ii)) that are paid after the Distribution Date (including any such payments as a result of a Final Determination) with respect to a Joint Return for a Pre-Distribution Period ending on or before December 31, 2017 and that are attributable to the treatment of the items of income, gain, deduction, or loss recognized by Panthro itself (not including any items that are taken into account by Panthro as its distributive share of items of an Entity that is classified for Federal Income Tax purposes as a partnership or disregarded entity), or that are attributable to payments by Panthro of amounts subject to withholding Tax under Sections 1441-1474 of the Code, shall be shared by ParentCo and SpinCo in accordance with their respective Sharing Percentagesthe following percentages: (A) ParentCo – 70%; and (B) SpinCo – 30%.