Common use of Allocation of Ordinary Taxes Clause in Contracts

Allocation of Ordinary Taxes. (a) For purposes of Section 2.03(a)(i), in the case of any Neurotrope Consolidated Group: (i) If any Ordinary Taxes arise as a result of any adjustments made after the Distribution Date to the portion of the relevant Tax Return for a Pre-Distribution Tax Period that relates to SpinCo, the amount of Ordinary Taxes attributable to SpinCo shall equal the excess, if any, of (A) the amount of Ordinary Taxes actually payable by the Neurotrope Consolidated Group as a result of the adjustments for the relevant period over (B) the amount of Ordinary Taxes that would have been so payable had no adjustments been made to the portions of the relevant Tax Returns relating to SpinCo; and (ii) The amount of Ordinary Taxes shown as due on any Tax Return filed after the Distribution Date that are attributable to SpinCo shall equal the excess, if any, of (A) the amount of Ordinary Taxes actually shown as due on that Tax Return over (B) the amount of Ordinary Taxes that would have been shown as due on that Tax Return had SpinCo not been included in the Neurotrope Consolidated Group. (b) For the avoidance of doubt, SpinCo shall be liable for Taxes of any Neurotrope Consolidated Group under Section 2.02(a)(i) only to the extent any adjustment (as described in Section 2.03(a)(i)) or the inclusion of SpinCo in the relevant Neurotrope Consolidated Group (as described in Section 2.03(a)(ii)) results in an actual increase in the aggregate Tax liability of the Neurotrope Consolidated Group in any period. To the extent that any such adjustment or inclusion in one taxable period increases the amount of Ordinary Taxes actually payable by the Neurotrope Consolidated Group in another taxable period, principles consistent with those in Section 2.03(a) shall apply to determine the amount of Ordinary Taxes attributable to SpinCo.

Allocation of Ordinary Taxes. (a) For purposes of Section 2.03(a)(i2.02(a)(i), in the case of any Neurotrope Xxxxxx Consolidated Group: (i) If any Ordinary Taxes that are U.S. Federal income Taxes arise in whole or in part as a result of any adjustments made after the Distribution Date to the portion of the relevant Tax Return for a Pre-Distribution Tax Period that relates to SpinCoa member of the Cable Group or any Cable Asset, the amount of such Ordinary Taxes attributable to SpinCo the Cable Group shall equal the excess, if any, of of (A) the amount of Ordinary Taxes actually payable by the Neurotrope Xxxxxx Consolidated Group as a result of the adjustments for the relevant period over (B) the amount of Ordinary Taxes that would have been so payable had no adjustments been made to the portions of the relevant Tax Returns Return relating to SpinCoa member of the Cable Group or any Cable Asset; and (ii) The amount of Ordinary Taxes that are U.S. Federal income Taxes shown as due on any Tax Return filed after the Distribution Date that are attributable to SpinCo the Cable Group shall equal the excess, if any, of of (A) the amount of Ordinary Taxes actually shown as due on that Tax Return over over (B) the amount of Ordinary Taxes that would have been shown as due on that Tax Return had SpinCo the relevant member of the Cable Group or Cable Asset not been included in the Neurotrope Xxxxxx Consolidated GroupGroup and had no estimated Taxes attributable to the relevant member of the Cable Group or Cable Asset been paid. (b) For the avoidance of doubt, SpinCo Cable shall be liable for U.S. Federal income Taxes of any Neurotrope Xxxxxx Consolidated Group under Section 2.02(a)(i) only to the extent any adjustment (as described in Section 2.03(a)(i)) or the inclusion of SpinCo any relevant member of the Cable Group or Cable Asset in the relevant Neurotrope Xxxxxx Consolidated Group (as described in Section 2.03(a)(ii)) results in an actual increase in the aggregate Tax liability of the Neurotrope Xxxxxx Consolidated Group in any period. To the extent that any such adjustment or inclusion in one taxable period increases the amount of Ordinary Taxes actually payable by the Neurotrope Xxxxxx Consolidated Group in another taxable period, principles consistent with those in Section 2.03(a) 2.03 shall apply to determine the amount of Ordinary Taxes attributable to SpinCothe Cable Group or any Cable Asset. In addition, for the avoidance of doubt, except as provided in Section 4.03(ii), Xxxxxx rather than Cable shall be liable for any Tax liability of Xxxxxx arising from the triggering of any “excess loss account” of Xxxxxx in the stock of Cable as a result of the Transactions. (c) For the avoidance of doubt, Xxxxxx shall be responsible for all state and local Taxes for any taxable period that are reported on a consolidated, combined or similar state or local Tax Return that includes, as members of the Tax Return group, both (i) any member of the Cable Group and (ii) any member of the Xxxxxx Group. (d) For purposes of this Article II, neither Xxxxxx nor Cable shall have any liability to, or right to refund from, the other party as a result of an increase or decrease in U.S. Federal income Taxes payable by either party as a result of an increase or decrease in the deduction for state or local income Taxes attributable to either party.