Common use of Apportionment of Earnings and Profits and Tax Attributes Clause in Contracts

Apportionment of Earnings and Profits and Tax Attributes. (a) If the Old Xxxxxxx Controls Affiliated Group has a Tax Attribute, the portion, if any, of such Tax Attribute required to be apportioned to Adient or the members of the Adient Group and treated as a carryover to the first Post-Distribution Period of Adient (or such member) shall be determined in good faith by Xxxxxxx Controls in accordance with Treasury Regulations Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A. (b) No Tax Attribute with respect to consolidated Federal Income Tax of the Old Xxxxxxx Controls Affiliated Group, other than those described in Section 3.07(a), and no Tax Attribute with respect to consolidated, combined or unitary state, local or foreign Income Tax, in each case, arising in respect of a Combined Return shall be apportioned to Adient or any member of the Adient Group, except as Xxxxxxx Controls (or such member of the Xxxxxxx Controls Group as Xxxxxxx Controls shall designate) determines in good faith is otherwise required under applicable Law. (c) Xxxxxxx Controls (or its designee) shall determine in good faith and at its own cost and expense the portion, if any, of any Tax Attribute which must (absent a Final Determination to the contrary) be apportioned to Adient or any member of the Adient Group in accordance with this Section 3.07 and applicable Law and the amount of tax basis and earnings and profits to be apportioned to Adient or any member of the Adient Group in accordance with applicable Law, and shall provide written notice of the calculation thereof (including any related workpapers and other supporting documentation) to Adient as soon as reasonably practicable after the information necessary to make such calculation becomes available to Xxxxxxx Controls (and in any event no later than six (6) months after the close of the Tax Period in which the Distribution occurs). In the event of any subsequent adjustment to the apportionment of Tax Attributes, tax basis and/or earnings and profits reflected on such written notice, Xxxxxxx Controls shall promptly notify Adient in writing of any such adjustment and provide any related workpapers and other supporting documentation). In the case of any particular Tax Attribute not addressed in such written notice or any subsequent adjustment, Adient may request that Xxxxxxx Controls undertake a determination, of the portion, if any, of such particular Tax Attribute to be allocated or apportioned to the Adient Group under applicable Law. To the extent that Xxxxxxx Controls determines, in its sole discretion, not to undertake such determination, or does not otherwise advise Adient of its intention to undertake such determination within twenty (20) Business Days of the receipt of such request, Adient shall be permitted to undertake such determination at its own cost and expense and shall notify Xxxxxxx Controls of its determination, which determination shall not be binding on Xxxxxxx Controls. For the absence of doubt, Xxxxxxx Controls shall not be liable to Adient or any member of the Adient Group for any failure of any determination under this Section 3.07 to be accurate under applicable Law. (d) The written notice delivered by Xxxxxxx Controls pursuant to Section 3.07(c) shall be binding on Adient and each member of the Adient Group and shall not be subject to dispute resolution. Except to the extent otherwise required by applicable Law or pursuant to a Final Determination, Adient shall not (and shall cause its Affiliates not to) take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in such written notice provided that there is at least “substantial authority” within the meaning of Treasury Regulations Section 1.6662-4(d)(2) (or any similar provision of state, local or foreign Law) for the relevant position contained in such written notice.

Apportionment of Earnings and Profits and Tax Attributes. (a) If the Old Xxxxxxx Controls BGC Affiliated Group has a Tax Attribute, the portion, if any, of such Tax Attribute required to be apportioned to Adient Newmark or the members of the Adient Newmark Group and treated as a carryover to the first Post-Distribution Deconsolidation Taxable Period of Adient Newmark (or such member) shall be determined in good faith by Xxxxxxx Controls BGC Partners in accordance with Treasury Regulations Regulation Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A. (b) No Tax Attribute with respect to consolidated Federal Income Tax of the Old Xxxxxxx Controls BGC Affiliated Group, other than those described in Section 3.07(a4.08(a), and no Tax Attribute with respect to consolidated, combined combined, unitary or unitary similar state, local local, or foreign Income Tax, in each case, arising in respect of a Combined Joint Return shall be apportioned to Adient Newmark or any member of the Adient Newmark Group, except as Xxxxxxx Controls BGC Partners (or such member of the Xxxxxxx Controls BGC Group as Xxxxxxx Controls BGC Partners shall designate) determines in good faith is otherwise required under applicable Tax Law. (c) Xxxxxxx Controls BGC Partners (or its designee) shall determine in good faith and at its own cost and expense the portion, if any, of any Tax Attribute which must (absent a Final Determination to the contrary) be apportioned to Adient Newmark or any member of the Adient Newmark Group in accordance with this Section 3.07 4.08 and applicable Tax Law and the amount of tax basis and earnings and profits to be apportioned to Adient Newmark or any member of the Adient Newmark Group in accordance with this Section 4.08 and applicable Tax Law, and shall provide written notice of the calculation thereof (including any related workpapers and other supporting documentation) to Adient Newmark as soon as reasonably practicable after the information necessary to make such calculation becomes available to Xxxxxxx Controls (and in any event no later than six (6) months after the close of the Tax Period in which the Distribution occurs). In the event of any subsequent adjustment to the apportionment of Tax Attributes, tax basis and/or earnings and profits reflected on such written notice, Xxxxxxx Controls shall promptly notify Adient in writing of any such adjustment and provide any related workpapers and other supporting documentation). In the case of any particular Tax Attribute not addressed in such written notice or any subsequent adjustment, Adient may request that Xxxxxxx Controls undertake a determination, of the portion, if any, of such particular Tax Attribute to be allocated or apportioned to the Adient Group under applicable Law. To the extent that Xxxxxxx Controls determines, in its sole discretion, not to undertake such determination, or does not otherwise advise Adient of its intention to undertake such determination within twenty (20) Business Days of the receipt of such request, Adient shall be permitted to undertake such determination at its own cost and expense and shall notify Xxxxxxx Controls of its determination, which determination shall not be binding on Xxxxxxx ControlsBGC Partners. For the absence of doubt, Xxxxxxx Controls BGC Partners shall not be liable to Adient Newmark or any member of the Adient Newmark Group for any failure of any determination under this Section 3.07 4.08 to be accurate under applicable Tax Law. (d) The written notice delivered by Xxxxxxx Controls BGC Partners pursuant to Section 3.07(c4.08(c) shall be binding on Adient Newmark and each member of the Adient Newmark Group and shall not be subject to dispute resolution. Except to the extent otherwise required by a change in applicable Tax Law or pursuant to a Final Determination, Adient Newmark shall not (and shall cause its Affiliates not to) take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in such written notice provided that there is at least “substantial authority” within the meaning of Treasury Regulations Section 1.6662-4(d)(2) (or any similar provision of state, local or foreign Law) for the relevant position contained in such written notice. (e) Notwithstanding any of the above, the foregoing provisions of this Section 4.08 shall not be construed as obligating BGC Partners to undertake any determination described therein. In the event that Newmark requests that BGC Partners undertakes any such determination and BGC Partners determines, in its sole and absolute discretion, not to undertake such determination and so advises Newmark, Newmark shall be permitted to undertake such determination at its own cost and expense and shall notify BGC Partners of its determination (which determination shall not be binding on BGC Partners).

Apportionment of Earnings and Profits and Tax Attributes. (a) If Any Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the Old Xxxxxxx Controls Affiliated Group has a Tax Attribute, the portion, if any, benefits and burdens of such Tax Attribute required to be apportioned to Adient or Attributes will inure to) the members of the Adient L Brands Group and treated as a carryover to the first Post-Distribution Period members of Adient (or such member) shall be determined in good faith by Xxxxxxx Controls the VS Group in accordance with L Brands’ historical practice (including historical methodologies for making corporate allocations), the Code, Treasury Regulations Sections 1.1502-21Regulations, 1.1502-21Tand any applicable state, 1.1502-22local and foreign law, 1.1502-79 and, if applicable, 1.1502-79A.as determined by L Brands in its sole discretion. (b) No Tax Attribute with respect L Brands shall in good faith, based on information reasonably available to consolidated Federal Income Tax it, advise VS in writing, as soon as reasonably practicable after the close of the Old Xxxxxxx Controls Affiliated Grouprelevant Taxable period in which the Distribution occurs, other than those described in Section 3.07(a), and no Tax Attribute with respect to consolidated, combined or unitary state, local or foreign Income Tax, in each case, arising in respect of a Combined Return shall be apportioned to Adient or any member L Brands’ estimate of the Adient Group, except as Xxxxxxx Controls (or such member of the Xxxxxxx Controls Group as Xxxxxxx Controls shall designate) determines in good faith is otherwise required under applicable Law. (c) Xxxxxxx Controls (or its designee) shall determine in good faith and at its own cost and expense the portion, if any, of any Tax Attribute which must (absent a Final Determination to the contrary) be apportioned to Adient or any member of the Adient Group in accordance with this Section 3.07 earnings and applicable Law and the amount of tax basis and profits, previously taxed earnings and profits to be apportioned to Adient or any member (within the meaning of Section 959 of the Adient Group in accordance with applicable LawCode (“PTI”), and shall provide written notice of the calculation thereof (including any related workpapers and other supporting documentation) to Adient as soon as reasonably practicable after the information necessary to make such calculation becomes available to Xxxxxxx Controls (and in any event no later than six (6) months after the close of the Tax Period in which the Distribution occurs). In the event of any subsequent adjustment to the apportionment of Tax Attributes, tax basis and/or earnings and profits reflected on such written noticeTax basis, Xxxxxxx Controls shall promptly notify Adient in writing of any such adjustment and provide any related workpapers and overall foreign loss or other supporting documentation). In the case of any particular Tax Attribute not addressed in such written notice consolidated, combined or any subsequent adjustment, Adient may request that Xxxxxxx Controls undertake a determination, of the portion, if any, of such particular Tax Attribute unitary attribute which L Brands determines is expected to be allocated or apportioned to the Adient members of the VS Group under applicable Applicable Tax Law. To In the extent that Xxxxxxx Controls determines, in its sole discretion, not event of any adjustment to undertake such determination, or does not otherwise advise Adient of its intention to undertake such determination within twenty (20) Business Days the previously delivered estimates of the receipt portion of earnings and profits, Tax Attributes, Tax basis, overall foreign loss or other consolidated, combined or unitary attribute determined by L Brands, L Brands shall promptly advise VS in writing of such request, Adient shall be permitted to undertake such determination at its own cost and expense and shall notify Xxxxxxx Controls of its determination, which determination shall not be binding on Xxxxxxx Controlsadjustment. For the absence avoidance of doubt, Xxxxxxx Controls L Brands shall not be liable to Adient or any member of the Adient VS Group for any failure of any determination under this Section 3.07 5(b) to be accurate under applicable Applicable Tax Law, provided such determination was made in good faith. All members of the VS Group shall prepare all Tax Returns in accordance with the written notices provided by L Brands to VS pursuant to this Section 5(b). (dc) The written notice delivered by Xxxxxxx Controls Except as otherwise provided herein, to the extent that the amount of any earnings and profits, PTI, Tax Attributes, Tax basis, overall foreign loss or other consolidated, combined or unitary attribute allocated to members of the L Brands Group or the VS Group pursuant to Section 3.07(c5(b) is later reduced or increased by a Taxing Authority or as a result of a Tax Proceeding, such reduction or increase shall be binding on Adient and each member of the Adient Group and shall not be subject to dispute resolution. Except allocated to the extent otherwise required by applicable Law Company to which such earnings and profits, Tax Attributes, Tax basis, overall foreign loss or other consolidated, combined or unitary attribute was allocated pursuant to a Final Determinationthis Section 5, Adient shall not (and shall cause its Affiliates not to) take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained as determined by L Brands in such written notice provided that there is at least “substantial authority” within the meaning of Treasury Regulations Section 1.6662-4(d)(2) (or any similar provision of state, local or foreign Law) for the relevant position contained in such written noticegood faith.

Apportionment of Earnings and Profits and Tax Attributes. (a) If Any Tax Attributes arising in a Pre-Closing Period that are subject to allocation among members of a Combined Group shall be allocated among (and the Old Xxxxxxx Controls Affiliated Group has a Tax Attribute, the portion, if any, benefits and burdens of such Tax Attribute required to be apportioned to Adient or Attributes will inure to) the members of the Adient Xxxxxxx Group and treated as a carryover to the first Post-Distribution Period of Adient (or such member) shall be determined in good faith by Xxxxxxx Controls Contributed Subsidiaries in accordance with the Code, Treasury Regulations Sections 1.1502-21Regulations, 1.1502-21Tand any Applicable Law, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A.as determined by Xxxxxxx in its reasonable discretion. (b) No Tax Attribute with respect to consolidated Federal Income Tax of the Old Xxxxxxx Controls Affiliated Group, other than those described in Section 3.07(a), and no Tax Attribute with respect to consolidated, combined or unitary state, local or foreign Income Tax, in each case, arising in respect of a Combined Return shall be apportioned to Adient or any member of the Adient Group, except as Xxxxxxx Controls (or such member of the Xxxxxxx Controls Group as Xxxxxxx Controls shall designate) determines in good faith is otherwise required under applicable Law. (c) Xxxxxxx Controls (or its designee) shall determine faith, based on information reasonably available to it, advise Newco in good faith and at its own cost and expense the portionwriting, if any, of any Tax Attribute which must (absent a Final Determination to the contrary) be apportioned to Adient or any member of the Adient Group in accordance with this Section 3.07 and applicable Law and the amount of tax basis and earnings and profits to be apportioned to Adient or any member of the Adient Group in accordance with applicable Law, and shall provide written notice of the calculation thereof (including any related workpapers and other supporting documentation) to Adient as soon as reasonably practicable after Newco’s reasonable request following the information necessary to make such calculation becomes available to Xxxxxxx Controls Closing, of Xxxxxxx’x estimate of any earnings and profits, previously taxed earnings and profits (and in any event no later than six (6) months after within the close meaning of Section 959 of the Code (“PTI”)), Tax Period Attributes, Tax basis, overall foreign loss or other consolidated, combined or unitary attribute to be allocated or apportioned to any Xxxxxxx Contributed Subsidiary under Applicable Tax Law (the “Proposed Allocation”). Newco shall have thirty (30) days to review the Proposed Allocation and provide Xxxxxxx any comments with respect thereto. If Newco either provides no comments or provides comments to which Xxxxxxx agrees in which writing, such resulting determination will become final (the Distribution occurs“Final Allocation”). If Newco provides comments to the Proposed Allocation and Xxxxxxx does not agree, the Final Allocation will be determined in accordance with Section 25. All members of the Xxxxxxx Group and Newco Group shall prepare all Tax Returns in accordance with the Final Allocation. In the event of any subsequent adjustment to the apportionment of earnings and profits, PTI, Tax Attributes, tax basis and/or earnings and profits reflected on such written noticeTax basis, overall foreign loss or other consolidated, combined or unitary attributes, Xxxxxxx Controls shall promptly notify Adient advise Newco in writing of any such adjustment and provide any related workpapers and other supporting documentation). In the case of any particular Tax Attribute not addressed in such written notice or any subsequent adjustment, Adient may request that Xxxxxxx Controls undertake a determination, of the portion, if any, of such particular Tax Attribute to be allocated or apportioned to the Adient Group under applicable Law. To the extent that Xxxxxxx Controls determines, in its sole discretion, not to undertake such determination, or does not otherwise advise Adient of its intention to undertake such determination within twenty (20) Business Days of the receipt of such request, Adient shall be permitted to undertake such determination at its own cost and expense and shall notify Xxxxxxx Controls of its determination, which determination shall not be binding on Xxxxxxx Controls. For the absence avoidance of doubt, Xxxxxxx Controls shall not be liable to Adient or any member of the Adient Newco Group for any failure of any determination under this Section 3.07 5(b) to be accurate under applicable Applicable Law. (dc) The written notice delivered by Except as otherwise provided herein, to the extent that the amount of any earnings and profits, PTI, Tax Attributes, Tax basis, overall foreign loss or other consolidated, combined or unitary attribute allocated to members of the Xxxxxxx Controls Group or an Xxxxxxx Contributed Subsidiary pursuant to Section 3.07(c5(b) is later reduced or increased by a Taxing Authority or as a result of a Tax Proceeding, such reduction or increase shall be binding on Adient and each member of the Adient Group and shall not be subject to dispute resolution. Except allocated to the extent otherwise required by applicable Law Company to which such earnings and profits, Tax Attributes, Tax basis, overall foreign loss or other consolidated, combined or unitary attribute was allocated pursuant to a Final Determinationthis Section 5, Adient shall not (and shall cause its Affiliates not to) take any position (whether on a Tax Return or otherwise) that is inconsistent with as agreed by the information contained Parties in such written notice provided that there is at least “substantial authority” within the meaning of Treasury Regulations Section 1.6662-4(d)(2) (or any similar provision of state, local or foreign Law) for the relevant position contained in such written noticegood faith.

Apportionment of Earnings and Profits and Tax Attributes. (a) If the Old Xxxxxxx Controls SYNNEX Affiliated Group has a Tax Attribute, the portion, if any, of such Tax Attribute required to be apportioned to Adient Concentrix or the members of the Adient Concentrix Group and treated as a carryover to the first Post-Distribution Deconsolidation Period of Adient Concentrix (or such member) shall be determined in good faith by Xxxxxxx Controls SYNNEX in accordance with Treasury Regulations Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A. (b) No Tax Attribute with respect to consolidated Federal Income Tax of the Old Xxxxxxx Controls SYNNEX Affiliated Group, other than those described in Section 3.07(a4.06(a), and no Tax Attribute with respect to consolidated, combined or unitary state, local local, or foreign Income Tax, in each case, arising in respect of a Combined Joint Return shall be apportioned to Adient Concentrix or any member of the Adient Concentrix Group, except as Xxxxxxx Controls SYNNEX (or such member of the Xxxxxxx Controls SYNNEX Group as Xxxxxxx Controls SYNNEX shall designate) determines in good faith is otherwise required under applicable Lawlaw. (c) Xxxxxxx Controls SYNNEX (or its designee) shall determine in good faith and at its own cost and expense the portion, if any, of any Tax Attribute which must (absent a Final Determination to the contrary) be apportioned to Adient Concentrix or any member of the Adient Concentrix Group in accordance with this Section 3.07 4.06 and applicable Law law and the amount of tax basis and basis, earnings and profits profits, and tax pools to be apportioned to Adient Concentrix or any member of the Adient Concentrix Group in accordance with this Section 4.06 and applicable Lawlaw, and shall provide written notice supporting documentation of the calculation thereof (including any related workpapers and other supporting documentation) to Adient Concentrix as soon as reasonably practicable after the information necessary to make such calculation becomes available to Xxxxxxx Controls (and in any event no later than six (6) months after the close of the Tax Period in which the Distribution occurs). In the event of any subsequent adjustment to the apportionment of Tax Attributes, tax basis and/or earnings and profits reflected on such written notice, Xxxxxxx Controls shall promptly notify Adient in writing of any such adjustment and provide any related workpapers and other supporting documentation). In the case of any particular Tax Attribute not addressed in such written notice or any subsequent adjustment, Adient may request that Xxxxxxx Controls undertake a determination, of the portion, if any, of such particular Tax Attribute to be allocated or apportioned to the Adient Group under applicable Law. To the extent that Xxxxxxx Controls determines, in its sole discretion, not to undertake such determination, or does not otherwise advise Adient of its intention to undertake such determination within twenty (20) Business Days of the receipt of such request, Adient shall be permitted to undertake such determination at its own cost and expense and shall notify Xxxxxxx Controls of its determination, which determination shall not be binding on Xxxxxxx ControlsSYNNEX. For the absence of doubt, Xxxxxxx Controls SYNNEX shall not be liable to Adient Concentrix or any member of the Adient Concentrix Group for any failure of any determination under this Section 3.07 4.06 to be accurate under applicable Lawlaw. (d) The written notice documentation delivered by Xxxxxxx Controls SYNNEX pursuant to Section 3.07(c4.06(c) shall be binding on Adient Concentrix and each member of the Adient Concentrix Group and shall not be subject to dispute resolution. Except to the extent otherwise required by applicable Law law or pursuant to a Final Determination, Adient Concentrix shall not (and shall cause its Affiliates not to) take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in such written notice provided that there is at least “substantial authority” within the meaning of Treasury Regulations Section 1.6662-4(d)(2) (or any similar provision of state, local or foreign Law) for the relevant position contained in such written noticedocumentation.

Apportionment of Earnings and Profits and Tax Attributes. (a) If Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the Old Xxxxxxx Controls Affiliated Group has a Tax Attribute, the portion, if any, benefits and burdens of such Tax Attribute required to be apportioned to Adient or Attributes will inure to) the members of the Adient RGHL Group and treated as a carryover to the first Post-Distribution Period members of Adient (or such member) shall be determined in good faith by Xxxxxxx Controls the RCPI Group in accordance with Treasury Regulations Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 RGHI’s (and, if where applicable, 1.1502-79A.RGHL’s) historical practice (including historical methodologies for making corporate allocations), the Code, Treasury Regulations, and any applicable state, local and foreign law, as determined by RGHL in its sole discretion. (b) No Tax Attribute with respect to consolidated Federal Income Tax of the Old Xxxxxxx Controls Affiliated Group, other than those described in Section 3.07(a), and no Tax Attribute with respect to consolidated, combined or unitary state, local or foreign Income Tax, in each case, arising in respect of a Combined Return RGHL shall be apportioned to Adient or any member of the Adient Group, except as Xxxxxxx Controls (or such member of the Xxxxxxx Controls Group as Xxxxxxx Controls shall designate) determines in good faith is otherwise required under applicable Law. (c) Xxxxxxx Controls (or its designee) shall determine advise RCPI as soon as reasonably practicable after the close of the relevant Taxable period in good faith and at its own cost and expense which the First Distribution occurs in writing of the portion, if any, of any Tax Attribute which must (absent a Final Determination to the contrary) be apportioned to Adient or any member of the Adient Group in accordance with this Section 3.07 and applicable Law and the amount of tax basis and earnings and profits to be apportioned to Adient or any member of the Adient Group in accordance with applicable Lawprofits, and shall provide written notice of the calculation thereof (including any related workpapers and other supporting documentation) to Adient as soon as reasonably practicable after the information necessary to make such calculation becomes available to Xxxxxxx Controls (and in any event no later than six (6) months after the close of the Tax Period in which the Distribution occurs). In the event of any subsequent adjustment to the apportionment of Tax Attributes, tax basis and/or earnings and profits reflected on such written noticebasis, Xxxxxxx Controls overall foreign loss or other consolidated, combined or unitary attribute which RGHL determines shall promptly notify Adient in writing of any such adjustment and provide any related workpapers and other supporting documentation). In the case of any particular Tax Attribute not addressed in such written notice or any subsequent adjustment, Adient may request that Xxxxxxx Controls undertake a determination, of the portion, if any, of such particular Tax Attribute to be allocated or apportioned to the Adient members of the RCPI Group under applicable Applicable Law. To the extent that Xxxxxxx Controls determines, in its sole discretion, not to undertake such determination, or does not otherwise advise Adient of its intention to undertake such determination within twenty (20) Business Days All members of the receipt RCPI Group shall prepare all Tax Returns in accordance with such written notice. In the event of an adjustment to the earnings and profits, any Tax Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute determined by RGHL, RGHL shall promptly notify RCPI in writing of such request, Adient shall be permitted to undertake such determination at its own cost and expense and shall notify Xxxxxxx Controls of its determination, which determination shall not be binding on Xxxxxxx Controlsadjustment. For the absence avoidance of doubt, Xxxxxxx Controls RGHL shall not be liable to Adient or any member of the Adient RCPI Group for any failure of any determination under this Section 3.07 5(b) to be accurate under applicable Applicable Law, provided such determination was made in good faith. (dc) The written notice delivered by Xxxxxxx Controls Except as otherwise provided herein, to the extent that the amount of any earnings and profits, Tax Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute allocated to members of the RGHL Group or the RCPI Group pursuant to Section 3.07(c5(b) is later reduced or increased by a Taxing Authority or as a result of a Tax Proceeding, such reduction or increase shall be binding on Adient and each member of the Adient Group and shall not be subject to dispute resolution. Except allocated to the extent otherwise required by applicable Law Company to which such earnings and profits, Tax Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute was allocated pursuant to a Final Determinationthis Section 5, Adient shall not (and shall cause its Affiliates not to) take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained as determined by RGHL in such written notice provided that there is at least “substantial authority” within the meaning of Treasury Regulations Section 1.6662-4(d)(2) (or any similar provision of state, local or foreign Law) for the relevant position contained in such written noticegood faith.

Apportionment of Earnings and Profits and Tax Attributes. (a) If the Old Xxxxxxx Controls IAC Affiliated Group has a Tax Attribute, the portion, if any, of such Tax Attribute required to be apportioned to Adient New IAC or the members any member of the Adient New IAC Group and treated as a carryover to the first Post-Distribution Deconsolidation Period of Adient New IAC (or such member) shall be determined in good faith by Xxxxxxx Controls New IAC in accordance with Treasury Regulations Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A.79A; provided that New IAC shall not make any election with respect to the apportionment of Tax Attributes that would reduce the New Match Tax Attributes to amounts less than the amounts set forth on Schedule 3 hereto. (b) No New IAC shall be entitled to determine the portion, if any, of any Tax Attribute with respect to consolidated Federal Income Tax of the Old Xxxxxxx Controls Affiliated GroupAttribute, other than those described in Section 3.07(a4.08(a), and no Tax Attribute with respect to any consolidated, combined or unitary state, local State or foreign Foreign Income Tax, in each case, arising in respect of a Combined Joint Return which shall be apportioned to Adient New IAC or any member of the Adient New IAC Group, except as Xxxxxxx Controls (or such member of the Xxxxxxx Controls Group as Xxxxxxx Controls shall designate) determines in good faith is otherwise required under accordance with applicable Lawlaw. (c) Xxxxxxx Controls (New IAC shall use commercially reasonable efforts to determine or cause its designee) shall designee to determine in good faith and at its own cost and expense the portion, if any, of any Tax Attribute which must that (absent a Final Determination to the contrary) shall be apportioned to Adient New IAC or any member of the Adient New IAC Group in accordance with this Section 3.07 4.08 and applicable Law law and the amount of tax Tax basis and earnings and profits (including, for the avoidance of doubt, PTEP) to be apportioned to Adient New IAC or any member of the Adient New IAC Group in accordance with this Section 4.08 and applicable Lawlaw, and shall provide written notice of the calculation thereof (including any related workpapers to IAC for its review and other supporting documentation) to Adient comment as soon as reasonably practicable after the information necessary to make New IAC or its designee prepares such calculation becomes available to Xxxxxxx Controls (and in any event no later than six (6) months after the close of the Tax Period in which the Distribution occurs)calculation. In the event of any subsequent adjustment to disagreement regarding the apportionment of Tax Attributes, tax basis and/or earnings and profits reflected on such written notice, Xxxxxxx Controls shall promptly notify Adient in writing accuracy or compliance with applicable law of any such adjustment calculation, IAC and provide any related workpapers New IAC shall cooperate in good faith to resolve such disagreement and, if IAC and other supporting documentation)New IAC are unable to reach resolution, they shall promptly cause the Independent Accounting Firm to resolve such disagreement in accordance with the terms of this Agreement within a reasonable time. In the case of any particular Tax Attribute not addressed in New IAC shall revise such written notice or to reflect any subsequent adjustmentagreement reached between IAC and New IAC and, Adient may request that Xxxxxxx Controls undertake a determinationif applicable, any such resolution of the portionIndependent Accounting Firm, if any, of such particular and shall deliver a revised written notice to New IAC at least five (5) days before the due date (taking into account extensions) for the applicable Tax Attribute to be allocated or apportioned to the Adient Group under applicable LawReturn. To the extent that Xxxxxxx Controls determines, in its sole discretion, not to undertake such determination, or does not otherwise advise Adient of its intention to undertake such Any determination within twenty (20) Business Days of the receipt of such request, Adient Independent Accounting Firm pursuant to this Section 4.08(c) shall be permitted to undertake such determination at its own cost binding upon the Parties without further adjustment. The costs, fees, and expense and shall notify Xxxxxxx Controls of its determination, which determination shall not be binding on Xxxxxxx Controls. For the absence of doubt, Xxxxxxx Controls shall not be liable to Adient or any member expenses of the Adient Group for any failure of any determination under this Section 3.07 to Independent Accounting Firm shall be accurate under applicable Lawborne equally by IAC and New IAC. (d) The Any written notice delivered by Xxxxxxx Controls New IAC pursuant to Section 3.07(c4.08(c) shall be binding on Adient IAC and each member of the Adient New Match Group and shall not be subject to dispute resolutionon New IAC and each member of the New IAC Group. Except to the extent otherwise required by a change in applicable Law law or pursuant to a Final Determination, Adient neither IAC nor New IAC shall not (and shall cause its Affiliates not to) take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in such written notice provided that there is at least “substantial authority” within the meaning of Treasury Regulations Section 1.6662-4(d)(2) (or any similar provision of state, local or foreign Law) for the relevant position contained in such written notice.

Apportionment of Earnings and Profits and Tax Attributes. (a) If Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the Old Xxxxxxx Controls Affiliated Group has a Tax Attribute, the portion, if any, benefits and burdens of such Tax Attribute required to be apportioned to Adient or Attributes will inure to) the members of the Adient RGHL Group and treated as a carryover to the first Post-Distribution Period members of Adient (or such member) shall be determined in good faith by Xxxxxxx Controls the GPC Group in accordance with Treasury Regulations Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 RGHI’s (and, if where applicable, 1.1502-79A.RGHL’s) historical practice (including historical methodologies for making corporate allocations), the Code, Treasury Regulations, and any applicable state, local and foreign law, as determined by RGHL in its sole discretion. (b) No Tax Attribute with respect to consolidated Federal Income Tax of the Old Xxxxxxx Controls Affiliated Group, other than those described in Section 3.07(a), and no Tax Attribute with respect to consolidated, combined or unitary state, local or foreign Income Tax, in each case, arising in respect of a Combined Return RGHL shall be apportioned to Adient or any member of the Adient Group, except as Xxxxxxx Controls (or such member of the Xxxxxxx Controls Group as Xxxxxxx Controls shall designate) determines in good faith is otherwise required under applicable Law. (c) Xxxxxxx Controls (or its designee) shall determine advise GPC as soon as reasonably practicable after the close of the relevant Taxable period in good faith and at its own cost and expense which the First Distribution occurs in writing of the portion, if any, of any Tax Attribute which must (absent a Final Determination to the contrary) be apportioned to Adient or any member of the Adient Group in accordance with this Section 3.07 and applicable Law and the amount of tax basis and earnings and profits to be apportioned to Adient or any member of the Adient Group in accordance with applicable Lawprofits, and shall provide written notice of the calculation thereof (including any related workpapers and other supporting documentation) to Adient as soon as reasonably practicable after the information necessary to make such calculation becomes available to Xxxxxxx Controls (and in any event no later than six (6) months after the close of the Tax Period in which the Distribution occurs). In the event of any subsequent adjustment to the apportionment of Tax Attributes, tax basis and/or earnings and profits reflected on such written noticebasis, Xxxxxxx Controls overall foreign loss or other consolidated, combined or unitary attribute which RGHL determines shall promptly notify Adient in writing of any such adjustment and provide any related workpapers and other supporting documentation). In the case of any particular Tax Attribute not addressed in such written notice or any subsequent adjustment, Adient may request that Xxxxxxx Controls undertake a determination, of the portion, if any, of such particular Tax Attribute to be allocated or apportioned to the Adient members of the GPC Group under applicable Applicable Law. To the extent that Xxxxxxx Controls determines, in its sole discretion, not to undertake such determination, or does not otherwise advise Adient of its intention to undertake such determination within twenty (20) Business Days All members of the receipt GPC Group shall prepare all Tax Returns in accordance with such written notice. In the event of an adjustment to earnings and profits, any Tax Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute determined by RGHL, RGHL shall promptly notify GPC in writing of such request, Adient shall be permitted to undertake such determination at its own cost and expense and shall notify Xxxxxxx Controls of its determination, which determination shall not be binding on Xxxxxxx Controlsadjustment. For the absence avoidance of doubt, Xxxxxxx Controls RGHL shall not be liable to Adient or any member of the Adient GPC Group for any failure of any determination under this Section 3.07 5(b) to be accurate under applicable Applicable Law, provided such determination was made in good faith. (dc) The written notice delivered by Xxxxxxx Controls Except as otherwise provided herein, to the extent that the amount of any earnings and profits, Tax Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute allocated to members of the RGHL Group or the GPC Group pursuant to Section 3.07(c5(b) is later reduced or increased by a Taxing Authority or as a result of a Tax Proceeding, such reduction or increase shall be binding on Adient and each member of the Adient Group and shall not be subject to dispute resolution. Except allocated to the extent otherwise required by applicable Law Company to which such earnings and profits, Tax Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute was allocated pursuant to a Final Determinationthis Section 5, Adient shall not (and shall cause its Affiliates not to) take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained as determined by RGHL in such written notice provided that there is at least “substantial authority” within the meaning of Treasury Regulations Section 1.6662-4(d)(2) (or any similar provision of state, local or foreign Law) for the relevant position contained in such written noticegood faith.

Apportionment of Earnings and Profits and Tax Attributes. (a) If the Old Xxxxxxx Controls Encompass Affiliated Group has a Tax Attribute, the portion, if any, of such Tax Attribute required to be apportioned to Adient Enhabit or the members any member of the Adient Enhabit Group and and/or treated as a carryover to the first Post-Distribution Period of Adient Enhabit (or such member) shall be determined in good faith by Xxxxxxx Controls Encompass in accordance with Treasury Regulations Sections 1.1502-21, 1.1502-211.1502‑21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A. (b) No Tax Attribute with respect to any consolidated Federal Income Tax of the Old Xxxxxxx Controls Encompass Affiliated Group, other than those described in Section 3.07(a4.08(a), and no Tax Attribute with respect to any consolidated, combined or unitary state, local State or foreign Foreign Income Tax, in each case, arising in respect of a Combined Return Joint Return, shall be apportioned to Adient Enhabit or any member of the Adient Enhabit Group, except as Xxxxxxx Controls Encompass (or such member of the Xxxxxxx Controls Encompass Group as Xxxxxxx Controls Encompass shall designate) determines in good faith is otherwise required under applicable Lawlaw. (c) Xxxxxxx Controls (To the extent required by applicable law or at Enhabit’s reasonable request, Encompass shall, or shall cause its designee) shall designee to determine in good faith and at its own cost and expense the portion, if any, of any Tax Attribute which that must (absent a Final Determination to the contrary) be apportioned to Adient Enhabit or any member of the Adient Enhabit Group in accordance with this Section 3.07 4.08 and applicable Law law and the amount of tax Tax basis and earnings and profits to be apportioned to Adient Enhabit or any member of the Adient Enhabit Group in accordance with this Section 4.08 and applicable Lawlaw, and shall provide written notice of the a proposed calculation thereof (including any related workpapers and other supporting documentation) to Adient Enhabit as soon as reasonably practicable after Encompass or its designee prepares such calculation. As soon as reasonably practicable following the information necessary to make delivery of such calculation, Enhabit shall provide written comments on such calculation becomes available to Xxxxxxx Controls (and in any event no later than six (6) months after the close of the Tax Period in which the Distribution occurs). In the event of any subsequent adjustment to the apportionment of Tax Attributes, tax basis and/or earnings and profits reflected on such written notice, Xxxxxxx Controls shall promptly notify Adient in writing of any such adjustment and provide any related workpapers and other supporting documentation). In the case of any particular Tax Attribute not addressed in such written notice or any subsequent adjustment, Adient may request that Xxxxxxx Controls undertake a determination, of the portion, if any, of such particular Tax Attribute to be allocated or apportioned to the Adient Group under applicable Law. To the extent that Xxxxxxx Controls determines, in its sole discretion, not to undertake such determination, or does not otherwise advise Adient of its intention to undertake such determination within twenty (20) Business Days of the receipt of such request, Adient shall be permitted to undertake such determination at its own cost and expense and shall notify Xxxxxxx Controls of its determinationEncompass, which determination comments Encompass shall not be binding on Xxxxxxx Controlsconsider in good faith. For the absence of doubt, Xxxxxxx Controls Encompass shall not be liable to Adient Enhabit or any member of the Adient Enhabit Group for any failure of any determination under this Section 3.07 4.08 to be accurate or sustained under applicable Lawlaw, including as the result of any Final Determination. The costs of any earnings and profits, Tax basis or similar study necessary or appropriate to determine the apportionment of Tax Attributes hereunder shall be borne equally by Encompass and Enhabit. (d) The Any written notice delivered by Xxxxxxx Controls Encompass pursuant to Section 3.07(c4.08(c) shall be binding on Adient Enhabit and each member of the Adient Enhabit Group and shall not be subject to dispute resolution. Except to the extent otherwise required by a change in applicable Law law or pursuant to a Final Determination, Adient Enhabit shall not (and shall cause its Affiliates not to) take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in such written notice provided that there is at least “substantial authority” within the meaning of Treasury Regulations Section 1.6662-4(d)(2) (or any similar provision of state, local or foreign Law) for the relevant position contained in such written notice.

Apportionment of Earnings and Profits and Tax Attributes. (a) If the Old Xxxxxxx Controls IAC Affiliated Group has a Tax Attribute, the portion, if any, of such Tax Attribute required to be apportioned to Adient New IAC or the members any member of the Adient New IAC Group and treated as a carryover to the first Post-Distribution Deconsolidation Period of Adient New IAC (or such member) shall be determined in good faith by Xxxxxxx Controls New IAC in accordance with Treasury Regulations Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A.79A; provided that New IAC shall not make any election with respect to the apportionment of Tax Attributes that would reduce the New Match Tax Attributes to amounts less than the amounts set forth on Schedule 2 hereto. (b) No New IAC shall be entitled to determine the portion, if any, of any Tax Attribute with respect to consolidated Federal Income Tax of the Old Xxxxxxx Controls Affiliated GroupAttribute, other than those described in Section 3.07(a4.08(a), and no Tax Attribute with respect to any consolidated, combined or unitary state, local State or foreign Foreign Income Tax, in each case, arising in respect of a Combined Joint Return which shall be apportioned to Adient New IAC or any member of the Adient New IAC Group, except as Xxxxxxx Controls (or such member of the Xxxxxxx Controls Group as Xxxxxxx Controls shall designate) determines in good faith is otherwise required under accordance with applicable Lawlaw. (c) Xxxxxxx Controls (New IAC shall use commercially reasonable efforts to determine or cause its designee) shall designee to determine in good faith and at its own cost and expense the portion, if any, of any Tax Attribute which must that (absent a Final Determination to the contrary) shall be apportioned to Adient New IAC or any member of the Adient New IAC Group in accordance with this Section 3.07 4.08 and applicable Law law and the amount of tax Tax basis and earnings and profits (including, for the avoidance of doubt, PTEP) to be apportioned to Adient New IAC or any member of the Adient New IAC Group in accordance with this Section 4.08 and applicable Lawlaw, and shall provide written notice of the calculation thereof (including any related workpapers to IAC for its review and other supporting documentation) to Adient comment as soon as reasonably practicable after the information necessary to make New IAC or its designee prepares such calculation becomes available to Xxxxxxx Controls (and in any event no later than six (6) months after the close of the Tax Period in which the Distribution occurs)calculation. In the event of any subsequent adjustment to disagreement regarding the apportionment of Tax Attributes, tax basis and/or earnings and profits reflected on such written notice, Xxxxxxx Controls shall promptly notify Adient in writing accuracy or compliance with applicable law of any such adjustment calculation, IAC and provide any related workpapers New IAC shall cooperate in good faith to resolve such disagreement and, if IAC and other supporting documentation)New IAC are unable to reach resolution, they shall promptly cause the Independent Accounting Firm to resolve such disagreement in accordance with the terms of this Agreement within a reasonable time. In the case of any particular Tax Attribute not addressed in New IAC shall revise such written notice or to reflect any subsequent adjustmentagreement reached between IAC and New IAC and, Adient may request that Xxxxxxx Controls undertake a determinationif applicable, any such resolution of the portionIndependent Accounting Firm, if any, of such particular and shall deliver a revised written notice to New IAC at least five (5) days before the due date (taking into account extensions) for the applicable Tax Attribute to be allocated or apportioned to the Adient Group under applicable LawReturn. To the extent that Xxxxxxx Controls determines, in its sole discretion, not to undertake such determination, or does not otherwise advise Adient of its intention to undertake such Any determination within twenty (20) Business Days of the receipt of such request, Adient Independent Accounting Firm pursuant to this Section 4.08(c) shall be permitted to undertake such determination at its own cost binding upon the Parties without further adjustment. The costs, fees, and expense and shall notify Xxxxxxx Controls of its determination, which determination shall not be binding on Xxxxxxx Controls. For the absence of doubt, Xxxxxxx Controls shall not be liable to Adient or any member expenses of the Adient Group for any failure of any determination under this Section 3.07 to Independent Accounting Firm shall be accurate under applicable Lawborne equally by IAC and New IAC. (d) The Any written notice delivered by Xxxxxxx Controls New IAC pursuant to Section 3.07(c4.08(c) shall be binding on Adient IAC and each member of the Adient New Match Group and shall not be subject to dispute resolutionon New IAC and each member of the New IAC Group. Except to the extent otherwise required by a change in applicable Law law or pursuant to a Final Determination, Adient neither IAC nor New IAC shall not (and shall cause its Affiliates not to) take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in such written notice provided that there is at least “substantial authority” within the meaning of Treasury Regulations Section 1.6662-4(d)(2) (or any similar provision of state, local or foreign Law) for the relevant position contained in such written notice.

Apportionment of Earnings and Profits and Tax Attributes. (a) If the Old Xxxxxxx Controls Parent Affiliated Group has a Tax Attribute, the portion, if any, of such Tax Attribute required to be apportioned to Adient GRP&E/BCS SpinCo or the members of the Adient GRP&E/BCS Group and treated as a carryover to the first Post-Distribution Period of Adient GRP&E/BCS SpinCo (or such member) shall be determined in good faith by Xxxxxxx Controls Parent in accordance with Treasury Regulations Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-21A and 1.1502-79A. (b) No Tax Attribute with respect to consolidated Federal Income Tax of the Old Xxxxxxx Controls Parent Affiliated Group, other than those Tax Attributes described in Section 3.07(a4.07(a), and no Tax Attribute with respect to consolidated, combined or unitary state, local or foreign Income Tax, in each case, arising in respect of a Combined Return shall be apportioned to Adient GRP&E/BCS SpinCo or any member of the Adient GRP&E/BCS Group, except as Xxxxxxx Controls Parent (or such member of the Xxxxxxx Controls Parent Group as Xxxxxxx Controls Parent shall designate) determines in good faith is otherwise required under applicable Law. (c) Xxxxxxx Controls Parent (or its designee) shall determine in good faith and at its own cost and expense the portion, if any, of any Tax Attribute which must (absent a Final Determination to the contrary) be apportioned to Adient GRP&E/BCS SpinCo or any member of the Adient GRP&E/BCS Group in accordance with this Section 3.07 4.07 and applicable Law and the amount of tax basis and earnings and profits to be apportioned to Adient GRP&E/BCS SpinCo or any member of the Adient GRP&E/BCS Group in accordance with applicable Law, and shall provide written notice of the calculation thereof (including any related workpapers and other supporting documentation) to Adient GRP&E/BCS SpinCo as soon as reasonably practicable after the information necessary to make such calculation becomes available to Xxxxxxx Controls (and in any event no later than six (6) months after the close of the Tax Period in which the Distribution occurs). In the event of any subsequent adjustment to the apportionment of Tax Attributes, tax basis and/or earnings and profits reflected on such written notice, Xxxxxxx Controls shall promptly notify Adient in writing of any such adjustment and provide any related workpapers and other supporting documentation). In the case of any particular Tax Attribute not addressed in such written notice or any subsequent adjustment, Adient may request that Xxxxxxx Controls undertake a determination, of the portion, if any, of such particular Tax Attribute to be allocated or apportioned to the Adient Group under applicable Law. To the extent that Xxxxxxx Controls determines, in its sole discretion, not to undertake such determination, or does not otherwise advise Adient of its intention to undertake such determination within twenty (20) Business Days of the receipt of such request, Adient shall be permitted to undertake such determination at its own cost and expense and shall notify Xxxxxxx Controls of its determination, which determination shall not be binding on Xxxxxxx ControlsParent. For the absence avoidance of doubt, Xxxxxxx Controls Parent shall not be liable to Adient GRP&E/BCS SpinCo (or any member of the Adient Group its Group) for any failure of any determination under this Section 3.07 4.07 to be accurate under applicable LawLaw or for the failure of Parent (or its designee) to make a determination under this Section 4.07. (d) The written notice notices delivered by Xxxxxxx Controls Parent pursuant to Section 3.07(c4.07(c) shall be binding on Adient GRP&E/BCS SpinCo and each member of the Adient its Group and shall not be subject to dispute resolutionresolution (including pursuant to Article 15 or Article VII of the Separation and Distribution Agreement). Except to the extent otherwise required by applicable Law or pursuant to a Final Determination, Adient neither Parent nor GRP&E/BCS SpinCo shall not (and each shall cause its Affiliates not to) take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in such written notice provided that there is at least “substantial authority” within the meaning of Treasury Regulations Section 1.6662-4(d)(2) (or any similar provision of state, local or foreign Law) for the relevant position contained in such written noticenotices.

Apportionment of Earnings and Profits and Tax Attributes. (a) If Any Tax Attributes arising in a Pre-Closing Period that are subject to allocation among members of a Combined Group shall be allocated among (and the Old Xxxxxxx Controls Affiliated Group has a Tax Attribute, the portion, if any, benefits and burdens of such Tax Attribute required to be apportioned to Adient or Attributes will inure to) the members of the Adient Xxxxxxx Group and treated as a carryover to the first Post-Distribution Period of Adient (or such member) shall be determined in good faith by Xxxxxxx Controls Contributed Subsidiaries in accordance with the Code, Treasury Regulations Sections 1.1502-21Regulations, 1.1502-21Tand any Applicable Law, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A.as determined by Xxxxxxx in its reasonable discretion. (b) No Tax Attribute with respect to consolidated Federal Income Tax of the Old Xxxxxxx Controls Affiliated Group, other than those described in Section 3.07(a), and no Tax Attribute with respect to consolidated, combined or unitary state, local or foreign Income Tax, in each case, arising in respect of a Combined Return shall be apportioned to Adient or any member of the Adient Group, except as Xxxxxxx Controls (or such member of the Xxxxxxx Controls Group as Xxxxxxx Controls shall designate) determines in good faith is otherwise required under applicable Law. (c) Xxxxxxx Controls (or its designee) shall determine faith, based on information reasonably available to it, advise Newco in good faith and at its own cost and expense the portionwriting, if any, of any Tax Attribute which must (absent a Final Determination to the contrary) be apportioned to Adient or any member of the Adient Group in accordance with this Section 3.07 and applicable Law and the amount of tax basis and earnings and profits to be apportioned to Adient or any member of the Adient Group in accordance with applicable Law, and shall provide written notice of the calculation thereof (including any related workpapers and other supporting documentation) to Adient as soon as reasonably practicable after Newco’s reasonable request following the information necessary to make such calculation becomes available to Xxxxxxx Controls Closing, of Xxxxxxx’x estimate of any earnings and profits, previously taxed earnings and profits (and in any event no later than six (6) months after within the close meaning of Section 959 of the Code (“PTI”)), Tax Period Attributes, Tax basis, overall foreign loss or other consolidated, combined or unitary attribute to be allocated or apportioned to any Xxxxxxx Contributed Subsidiary under Applicable Tax Law (the “Proposed Allocation”). Newco shall have thirty (30) days to review the Proposed Allocation and provide Xxxxxxx any comments with respect thereto. If Newco either provides no comments or provides comments to which Xxxxxxx agrees in which writing, such resulting determination will become final (the Distribution occurs“Final Allocation”). If Newco provides comments to the Proposed Allocation and Xxxxxxx does not agree, the Final Allocation will be determined in accordance with Section 25. All members of the Xxxxxxx Group and Newco Group shall prepare all Tax Returns in accordance with the Final Allocation. In the event of any subsequent adjustment to the apportionment of earnings and profits, PTI, Tax Attributes, tax basis and/or earnings and profits reflected on such written noticeTax basis, overall foreign loss or other consolidated, combined or unitary attributes, Xxxxxxx Controls shall promptly notify Adient advise Newco in writing of any such adjustment and provide any related workpapers and other supporting documentation). In the case of any particular Tax Attribute not addressed in such written notice or any subsequent adjustment, Adient may request that Xxxxxxx Controls undertake a determination, of the portion, if any, of such particular Tax Attribute to be allocated or apportioned to the Adient Group under applicable Law. To the extent that Xxxxxxx Controls determines, in its sole discretion, not to undertake such determination, or does not otherwise advise Adient of its intention to undertake such determination within twenty (20) Business Days of the receipt of such request, Adient shall be permitted to undertake such determination at its own cost and expense and shall notify Xxxxxxx Controls of its determination, which determination shall not be binding on Xxxxxxx Controls. For the absence avoidance of doubt, Xxxxxxx Controls shall not be liable to Adient or any member of the Adient Newco Group for any failure of any determination under this Section 3.07 5(b) to be accurate under applicable Applicable Law. (dc) The written notice delivered by Xxxxxxx Controls pursuant to Section 3.07(c) shall be binding on Adient and each member of the Adient Group and shall not be subject to dispute resolution. Except as otherwise provided herein, to the extent otherwise required by applicable Law that the amount of any earnings and profits, PTI, Tax Attributes, Tax basis, overall foreign loss or pursuant to a Final Determinationother consolidated, Adient shall not (and shall cause its Affiliates not to) take any position (whether on a Tax Return combined or otherwise) that is inconsistent with the information contained in such written notice provided that there is at least “substantial authority” within the meaning of Treasury Regulations Section 1.6662-4(d)(2) (or any similar provision of state, local or foreign Law) for the relevant position contained in such written notice.unitary attribute

Apportionment of Earnings and Profits and Tax Attributes. (a) If the Old Xxxxxxx Controls Parent Affiliated Group has a Tax Attribute, the portion, if any, of such Tax Attribute required to be apportioned to Adient GRP&E/BCS SpinCo or the members of the Adient GRP&E/BCS Group and treated as a carryover to the first Post-Distribution Period of Adient GRP&E/BCS SpinCo (or such member) shall be determined in good faith by Xxxxxxx Controls Parent in accordance with Treasury Regulations Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-21A and 1.1502-79A. (b) No Tax Attribute with respect to consolidated Federal Income Tax of the Old Xxxxxxx Controls Parent Affiliated Group, other than those Tax Attributes described in Section 3.07(a4.07(a), and no Tax Attribute with respect to consolidated, combined or unitary state, local or foreign Income Tax, in each case, arising in respect of a Combined Return shall be apportioned to Adient GRP&E/BCS SpinCo or any member of the Adient GRP&E/BCS Group, except as Xxxxxxx Controls Parent (or such member of the Xxxxxxx Controls Parent Group as Xxxxxxx Controls Parent shall designate) determines in good faith is otherwise required under applicable Law. (c) Xxxxxxx Controls Parent (or its designee) shall determine in good faith and at its own cost and expense the portion, if any, of any Tax Attribute which must (absent a Final Determination to the contrary) be apportioned to Adient GRP&E/BCS SpinCo or any member of the Adient GRP&E/BCS Group in accordance with this Section 3.07 4.07 and applicable Law and the amount of tax basis and earnings and profits to be apportioned to Adient GRP&E/BCS SpinCo or any member of the Adient GRP&E/BCS Group in accordance with applicable Law, and shall provide written notice of the calculation thereof (including any related workpapers and other supporting documentation) to Adient GRP&E/BCS SpinCo as soon as reasonably practicable after the information necessary to make such calculation becomes available to Xxxxxxx Controls (and in any event no later than six (6) months after the close of the Tax Period in which the Distribution occurs). In the event of any subsequent adjustment to the apportionment of Tax Attributes, tax basis and/or earnings and profits reflected on such written notice, Xxxxxxx Controls shall promptly notify Adient in writing of any such adjustment and provide any related workpapers and other supporting documentation). In the case of any particular Tax Attribute not addressed in such written notice or any subsequent adjustment, Adient may request that Xxxxxxx Controls undertake a determination, of the portion, if any, of such particular Tax Attribute to be allocated or apportioned to the Adient Group under applicable Law. To the extent that Xxxxxxx Controls determines, in its sole discretion, not to undertake such determination, or does not otherwise advise Adient of its intention to undertake such determination within twenty (20) Business Days of the receipt of such request, Adient shall be permitted to undertake such determination at its own cost and expense and shall notify Xxxxxxx Controls of its determination, which determination shall not be binding on Xxxxxxx ControlsParent. For the absence avoidance of doubt, Xxxxxxx Controls Parent shall not be liable to Adient GRP&E/BCS SpinCo (or any member of the Adient Group its Group) for any failure of any determination under this Section 3.07 4.07 to be accurate under applicable LawLaw or for the failure of Parent (or its designee) to make a determination under this Section 4.07. (d) The written notice notices delivered by Xxxxxxx Controls Parent pursuant to Section 3.07(c4.07(c) shall be binding on Adient GRP&E/BCS SpinCo and each member of the Adient its Group and shall not be subject to dispute resolutionresolution (including pursuant to Article 14 or Article VII of the Separation and Distribution Agreement). Except to the extent otherwise required by applicable Law or pursuant to a Final Determination, Adient neither Parent nor GRP&E/BCS SpinCo shall not (and each shall cause its Affiliates not to) take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in such written notice provided that there is at least “substantial authority” within the meaning of Treasury Regulations Section 1.6662-4(d)(2) (or any similar provision of state, local or foreign Law) for the relevant position contained in such written noticenotices.

Apportionment of Earnings and Profits and Tax Attributes. (a) If the Old Xxxxxxx Controls Encompass Affiliated Group has a Tax Attribute, the portion, if any, of such Tax Attribute required to be apportioned to Adient Enhabit or the members any member of the Adient Enhabit Group and and/or treated as a carryover to the first Post-Distribution Period of Adient Enhabit (or such member) shall be determined in good faith by Xxxxxxx Controls Encompass in accordance with Treasury Regulations Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A. (b) No Tax Attribute with respect to any consolidated Federal Income Tax of the Old Xxxxxxx Controls Encompass Affiliated Group, other than those described in Section 3.07(a4.08(a), and no Tax Attribute with respect to any consolidated, combined or unitary state, local State or foreign Foreign Income Tax, in each case, arising in respect of a Combined Return Joint Return, shall be apportioned to Adient Enhabit or any member of the Adient Enhabit Group, except as Xxxxxxx Controls Encompass (or such member of the Xxxxxxx Controls Encompass Group as Xxxxxxx Controls Encompass shall designate) determines in good faith is otherwise required under applicable Lawlaw. (c) Xxxxxxx Controls (To the extent required by applicable law or at Enhabit’s reasonable request, Encompass shall, or shall cause its designee) shall designee to determine in good faith and at its own cost and expense the portion, if any, of any Tax Attribute which that must (absent a Final Determination to the contrary) be apportioned to Adient Enhabit or any member of the Adient Enhabit Group in accordance with this Section 3.07 4.08 and applicable Law law and the amount of tax Tax basis and earnings and profits to be apportioned to Adient Enhabit or any member of the Adient Enhabit Group in accordance with this Section 4.08 and applicable Lawlaw, and shall provide written notice of the a proposed calculation thereof (including any related workpapers and other supporting documentation) to Adient Enhabit as soon as reasonably practicable after Encompass or its designee prepares such calculation. As soon as reasonably practicable following the information necessary to make delivery of such calculation, Enhabit shall provide written comments on such calculation becomes available to Xxxxxxx Controls (and in any event no later than six (6) months after the close of the Tax Period in which the Distribution occurs). In the event of any subsequent adjustment to the apportionment of Tax Attributes, tax basis and/or earnings and profits reflected on such written notice, Xxxxxxx Controls shall promptly notify Adient in writing of any such adjustment and provide any related workpapers and other supporting documentation). In the case of any particular Tax Attribute not addressed in such written notice or any subsequent adjustment, Adient may request that Xxxxxxx Controls undertake a determination, of the portion, if any, of such particular Tax Attribute to be allocated or apportioned to the Adient Group under applicable Law. To the extent that Xxxxxxx Controls determines, in its sole discretion, not to undertake such determination, or does not otherwise advise Adient of its intention to undertake such determination within twenty (20) Business Days of the receipt of such request, Adient shall be permitted to undertake such determination at its own cost and expense and shall notify Xxxxxxx Controls of its determinationEncompass, which determination comments Encompass shall not be binding on Xxxxxxx Controlsconsider in good faith. For the absence of doubt, Xxxxxxx Controls Encompass shall not be liable to Adient Enhabit or any member of the Adient Enhabit Group for any failure of any determination under this Section 3.07 4.08 to be accurate or sustained under applicable Lawlaw, including as the result of any Final Determination. The costs of any earnings and profits, Tax basis or similar study necessary or appropriate to determine the apportionment of Tax Attributes hereunder shall be borne equally by Encompass and Enhabit. (d) The Any written notice delivered by Xxxxxxx Controls Encompass pursuant to Section 3.07(c4.08(c) shall be binding on Adient Enhabit and each member of the Adient Enhabit Group and shall not be subject to dispute resolution. Except to the extent otherwise required by a change in applicable Law law or pursuant to a Final Determination, Adient Enhabit shall not (and shall cause its Affiliates not to) take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in such written notice provided that there is at least “substantial authority” within the meaning of Treasury Regulations Section 1.6662-4(d)(2) (or any similar provision of state, local or foreign Law) for the relevant position contained in such written notice.