Common use of Amended Returns and Carrybacks Clause in Contracts

Amended Returns and Carrybacks. (a) SpinCo shall not, and shall not permit any member of the SpinCo Group to, file or allow to be filed any request for an Adjustment or any amended Tax Return for any Pre-Distribution Period without the prior written consent of Parent, such consent to be exercised in Parent’s sole and absolute discretion; provided, that, if requested by Parent in its sole and absolute discretion, SpinCo shall file, or cause to be filed, a request for an Adjustment or an amended Tax Return, and shall, to the extent permitted by applicable Law, amend any financial account or statement to the extent necessary to effectuate such Adjustment or amended Tax Return, to claim a Refund to which Parent is entitled pursuant to this Agreement. (b) SpinCo shall, and shall cause each member of the SpinCo Group to, make any available elections to waive the right to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period. (c) SpinCo shall not, and shall cause each member of the SpinCo Group not to, without the prior written consent of Parent, make any affirmative election to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period, including by filing a claim for a refund or making any other filing with any Taxing Authority with respect to such carryback, such consent to be exercised in Parent’s sole and absolute discretion. (d) Receipt of consent by SpinCo or a member of the SpinCo Group from Parent pursuant to the provisions of this Section 3.8 shall not limit or modify SpinCo’s continuing indemnification obligation pursuant to Article V.

Amended Returns and Carrybacks. (a) SpinCo Fortrea shall not, and shall not permit any member of the SpinCo Fortrea Group to, file or allow to be filed any request for an Adjustment or any amended Tax Return for any Pre-Distribution Period without the prior written consent of ParentLabcorp, such consent to be exercised in ParentLabcorp’s sole and absolute discretion; provided, that, if requested by Parent Labcorp in its sole and absolute discretion, SpinCo Fortrea shall file, or cause to be filed, a request for an Adjustment or an amended Tax Return, Return and shall, to the extent permitted by applicable Law, amend any financial account or statement to the extent necessary to effectuate such Adjustment or amended Tax Return, Return in order to claim a Refund to which Parent Labcorp is entitled pursuant to this Agreement. (b) SpinCo Fortrea shall, and shall cause each member of the SpinCo Fortrea Group to, make any available elections to waive the right to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period. (c) SpinCo Fortrea shall not, and shall cause each member of the SpinCo Fortrea Group not to, without the prior written consent of ParentLabcorp, make any affirmative election to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period, including by filing a claim for a refund or making any other filing with any Taxing Authority with respect to such carryback, such consent to be exercised in ParentLabcorp’s sole and absolute discretion. (d) Receipt of consent by SpinCo Fortrea or a another member of the SpinCo Fortrea Group from Parent Labcorp pursuant to the provisions of this Section 3.8 3.09 shall not limit or modify SpinCoFortrea’s continuing indemnification obligation obligations pursuant to Article ARTICLE V.

Amended Returns and Carrybacks. (a) SpinCo shall not, and shall not permit any member of the SpinCo Group to, file or allow to be filed any request for an Adjustment or any amended Tax Return for any Pre-Distribution Period without the prior written consent of Parent, such consent to be exercised in Parent’s sole and absolute discretion; provided, provided that, if requested by Parent in its sole and absolute discretion, SpinCo shall file, or cause to be filed, a request for an Adjustment or an amended Tax Return, and shall, to the extent permitted by applicable Law, amend any financial account or statement to the extent necessary to effectuate such Adjustment or amended Tax Return, to claim a Refund to which Parent is entitled pursuant to this Agreement. Parent shall be entitled to determine whether to file or allow to be filed any request for an Adjustment or any amended Joint Return. (b) SpinCo shall, and shall cause each member of the SpinCo Group to, make any available elections to waive the right to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period. (c) SpinCo shall not, and shall cause each member of the SpinCo Group not to, without the prior written consent of Parent, make any affirmative election to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period, including by filing a claim for a refund or making any other filing with any Taxing Authority with respect to such carryback, such consent to be exercised in Parent’s sole and absolute discretion. To the extent requested in writing by Xxxxxx, in Parent’s sole and absolute discretion, SpinCo shall, and shall cause each member of the SpinCo Group to, make any available requested elections to waive the right to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period. (dc) Receipt of consent by SpinCo or a member of the SpinCo Group from Parent pursuant to the provisions of this Section 3.8 shall not limit or modify SpinCo’s continuing indemnification obligation pursuant to Article V.

Amended Returns and Carrybacks. (a) SpinCo Parent and Spinco shall not, and shall not permit any member of the SpinCo Spinco Group to, file or allow to be filed any request for an Adjustment or any amended Tax Return for any Pre-Distribution Period without the prior written consent of ParentRemainco, such consent not to be exercised in Parent’s sole and absolute discretion; providedunreasonably withheld, that, if requested by Parent in its sole and absolute discretion, SpinCo shall file, conditioned or cause to be filed, a request for an Adjustment or an amended Tax Return, and shall, to the extent permitted by applicable Law, amend any financial account or statement to the extent necessary to effectuate such Adjustment or amended Tax Return, to claim a Refund to which Parent is entitled pursuant to this Agreementdelayed. (b) SpinCo Except as required by applicable Law, Remainco shall not, and shall not permit any member of the Remainco Group to, file or allow to be filed any amended Tax Return or request for an Adjustment for any Pre-Distribution Period or Straddle Period if the result would be to materially increase any liability of Spinco or any member of the Spinco Group either (i) under this Agreement or (ii) for a Post-Distribution Period, in each case without the prior written consent of Spinco, such consent not to be unreasonably withheld, conditioned or delayed. (c) Except as prohibited by applicable Law, Parent and Spinco shall, and shall cause each member of the SpinCo Spinco Group to, make any available elections to waive the right to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period. (cd) SpinCo Parent and Spinco shall not, and shall cause each member of the SpinCo Spinco Group not to, without the prior written consent of ParentRemainco, make any affirmative election to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period, including by filing a claim for a refund or making any other filing with any Taxing Authority with respect to such carryback, such consent to be exercised in ParentRemainco’s sole and absolute discretion. (de) Receipt of consent by SpinCo Xxxxxx, Spinco, or a member of the SpinCo Spinco Group from Parent Remainco pursuant to the provisions of this Section 3.8 shall not limit or modify SpinCoParent’s or Spinco’s continuing indemnification obligation pursuant to Article V.

Amended Returns and Carrybacks. (a) SpinCo Parent and Spinco shall not, and shall not permit any member of the SpinCo Spinco Group to, file or allow to be filed any request for an Adjustment or any amended Tax Return for any Pre-Distribution Period without the prior written consent of ParentRemainco, such consent not to be exercised in Parent’s sole and absolute discretion; providedunreasonably withheld, that, if requested by Parent in its sole and absolute discretion, SpinCo shall file, conditioned or cause to be filed, a request for an Adjustment or an amended Tax Return, and shall, to the extent permitted by applicable Law, amend any financial account or statement to the extent necessary to effectuate such Adjustment or amended Tax Return, to claim a Refund to which Parent is entitled pursuant to this Agreementdelayed. (b) SpinCo Except as required by applicable Law, Remainco shall not, and shall not permit any member of the Remainco Group to, file or allow to be filed any amended Tax Return or request for an Adjustment for any Pre-Distribution Period or Straddle Period if the result would be to materially increase any liability of Spinco or any member of the Spinco Group (other than any such increase to the extent attributable to an adjustment to a Tax Attribute) either (i) under this Agreement or (ii) for a Post-Distribution Period, in each case without the prior written consent of Spinco, such consent not to be unreasonably withheld, conditioned or delayed. (c) Except as prohibited by applicable Law, Parent and Spinco shall, and shall cause each member of the SpinCo Spinco Group to, make any available elections to waive the right to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period. (cd) SpinCo Parent and Spinco shall not, and shall cause each member of the SpinCo Spinco Group not to, without the prior written consent of ParentRemainco, make any affirmative election to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period, including by filing a claim for a refund or making any other filing with any Taxing Authority with respect to such carryback, such consent to be exercised in ParentRemainco’s sole and absolute discretion. (de) Receipt of consent by SpinCo Xxxxxx, Spinco, or a member of the SpinCo Spinco Group from Parent Remainco pursuant to the provisions of this Section 3.8 shall not limit or modify SpinCoParent’s or Spinco’s continuing indemnification obligation pursuant to Article V.