Common use of Allocation of Taxes for Separate Tax Returns Clause in Contracts

Allocation of Taxes for Separate Tax Returns. (A) Except for Taxes allocated to SpinCo pursuant to Section 4(a)(ii)(B), Parent shall be allocated all Taxes reported, or required to be reported, on a Parent Separate Tax Return or a SpinCo Separate Tax Return. (B) SpinCo shall be allocated all Taxes reported, or required to be reported, on (x) a Parent Separate Tax Return with respect to a Pre-Distribution Period to the extent a member of the SpinCo Group is (or would be) entitled to a Covered Tax Distribution (for the avoidance of doubt, other than a Covered Tax Distribution that has already been made) in respect of the Tax Item(s) giving rise to such Taxes, (y) a SpinCo Separate Tax Return with respect to a Post-Distribution Period or (z) a SpinCo Separate Tax Return with respect to a Pre-Distribution Period, but in the case of this clause (z), only to the extent a member of the SpinCo Group is (or, but for an amendment to, or waiver under, the LLC Agreement occurring after the Distribution, would be) entitled to a Covered Tax Distribution (for the avoidance of doubt, other than a Covered Tax Distribution that has already been made) in respect of the Tax Item(s) giving rise to such Taxes.

Allocation of Taxes for Separate Tax Returns. (A) Except for Taxes allocated to SpinCo pursuant to Section 4(a)(ii)(B), Parent shall be allocated all Taxes reported, or required to be reported, on a Parent Separate Tax Return or a SpinCo Separate Tax Return. (B) SpinCo shall be allocated all Taxes reported, or required to be reported, on (x) a Parent Separate Tax Return with respect to a Pre-Distribution Period to the extent a member of the SpinCo Group is (or would be) entitled to a Covered Tax Distribution (for the avoidance of doubt, other than a Covered Tax Distribution that has already been made) in respect of the Tax Item(s) giving rise to such Taxes, (y) a SpinCo Separate Tax Return (including, for the avoidance of doubt, a SpinCo Separate Tax Return filed or required to be filed in respect of federal, state, local or foreign income Taxes on an affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) with any member of the Acquiror Group) with respect to a Post-Distribution Period or (z) a SpinCo Separate Tax Return with respect to a Pre-Distribution Period, but in the case of this clause (z), only to the extent a member of the SpinCo Group is (or, but for an amendment to, or waiver under, the LLC Agreement occurring after the Distribution, would be) entitled to a Covered Tax Distribution (for the avoidance of doubt, other than a Covered Tax Distribution that has already been made) in respect of the Tax Item(s) giving rise to such Taxes.