Amended Returns and Carrybacks. (a) WKKC shall not, and shall not permit any member of the WKKC Group to, file or allow to be filed any request for an Adjustment for any Pre-Distribution Period without the prior written consent of Xxxxxxxxx, such consent to be exercised in Kellanova’s sole and absolute discretion. (b) WKKC shall, and shall cause each member of the WKKC 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) WKKC shall not, and shall cause each member of the WKKC Group not to, without the prior written consent of Xxxxxxxxx, make any affirmative election to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period, such consent to be exercised in Kellanova’s sole and absolute discretion. (d) Receipt of consent by WKKC or a member of the WKKC Group from Kellanova pursuant to the provisions of this Section 3.9 shall not limit or modify WKKC’s continuing indemnification obligation pursuant to Article V.
Appears in 4 contracts
Samples: Tax Matters Agreement (WK Kellogg Co), Tax Matters Agreement (Kellanova), Tax Matters Agreement (WK Kellogg Co)
