Amended Returns; Carrybacks. (a) Except as required by Law, without the prior written consent of Spinco or one of its Affiliates, SEACOR may not amend any SEACOR Consolidated Return with respect to any Pre-Closing Period to the extent such amendment materially adversely affects the Tax liability of Spinco or any of its Affiliates. (b) To the extent permitted by applicable Law, neither Spinco nor any of its Affiliates shall carry back any federal income Tax Item to a Pre-Closing Period.
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Samples: Tax Matters Agreement (Era Group Inc.), Tax Matters Agreement (Era Group Inc.), Tax Matters Agreement (Era Group Inc.)