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 amended Tax Return or request for an Adjustment for any Pre-Distribution Period or Straddle Period without the prior written consent of KAR, such consent to be exercised in KAR’s sole and absolute discretion. (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 taxable period or portion thereof ending after the Distribution Date to a taxable period or portion thereof ending on or before the Distribution Date. (c) Spinco shall not, and shall cause each member of the Spinco Group not to, make any affirmative election to carry back any Tax Attribute from a taxable period or portion thereof ending after the Distribution Date to a taxable period or portion thereof ending on or before the Distribution Date, without the prior written consent of KAR, such consent to be exercised in KAR’s sole and absolute discretion. (d) Receipt of consent by Spinco or a member of the Spinco Group from KAR pursuant to the provisions of this Section 3.8 shall not limit or modify Spinco’s continuing indemnification obligation pursuant to Article V.
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Samples: Tax Matters Agreement (KAR Auction Services, Inc.), Tax Matters Agreement (IAA, Inc.), Tax Matters Agreement (IAA Spinco Inc.)
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 amended Tax Return or request for an Adjustment for any Pre-Distribution Period or Straddle Period without the prior written consent of KAR, such consent to be exercised in KAR’s sole and absolute discretion.
(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 taxable period or portion thereof ending after the Distribution Date to a taxable period or portion thereof ending on or before the Distribution Date.
(c) Spinco shall not, and shall cause each member of the Spinco Group not to, make any affirmative election to carry back any Tax Attribute from a taxable period or portion thereof ending after the Distribution Date to a taxable period or portion thereof ending on or before the Distribution Date, without the prior written consent of KAR, such consent to be exercised in KAR’s sole and absolute discretion.
(d) Receipt of consent by Spinco or a member of the Spinco Group from KAR pursuant to the provisions of this Section 3.8 shall not limit or modify Spinco’s continuing indemnification obligation pursuant to Article V.
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