Common use of Amended Returns and Carrybacks Clause in Contracts

Amended Returns and Carrybacks. (a) NewCo shall not, and shall not permit any member of the NewCo Group to, file or allow to be filed any request for an Adjustment for any taxable period (or portion thereof) ending on or before the Distribution Date (including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date) without the prior written consent of Flex. (b) NewCo shall, and shall cause each member of the NewCo Group to, make any available elections to waive the right to carry back any Tax Attribute from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date. (c) NewCo shall not, and shall cause each member of the NewCo Group not to, without the prior written consent of Flex, make any affirmative election to carry back any Tax Attribute from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date. (d) Receipt of consent by NewCo or a member of the NewCo Group from Flex pursuant to the provisions of this Section 3.9 shall not limit or modify NewCo’s continuing indemnification obligation pursuant to Section 5.1.

Amended Returns and Carrybacks. (a) NewCo SpinCo shall not, and shall not permit any member of the NewCo SpinCo Group to, file or allow to be filed any request for an Adjustment adjustment of any item of income, gain, loss, deduction, credit or any other item affecting Taxes for any taxable period (Pre-Distribution Period or portion thereof) ending on or before the Distribution Date (including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date) without the prior written consent of FlexParent, such consent to be exercised in Parent’s sole discretion. (b) NewCo SpinCo shall, and shall cause each member of the NewCo SpinCo Group to, make any available elections to waive the right to carry back any Tax Attribute from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date. (c) NewCo SpinCo shall not, and shall cause each member of the NewCo SpinCo Group not to, without the prior written consent of FlexParent, make any affirmative election to carry back any Tax Attribute from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date, such consent to be exercised in Parent’s sole discretion. (d) Receipt of consent by NewCo SpinCo or a member of the NewCo SpinCo Group from Flex Parent pursuant to the provisions of this Section 3.9 3.7 shall not limit or modify NewCoSpinCo’s continuing indemnification obligation pursuant to Section 5.1.Article V.