Apportionment of Earnings and Profits and Tax Attributes. Valero shall in good faith advise Corner Store in writing of the portion, if any, of any earnings and profits, Tax Attribute, overall foreign loss or other consolidated, combined or unitary attribute which Valero determines shall be allocated or apportioned to the Corner Store Group under applicable law. Corner Store and all members of the Corner Store Group shall prepare all Tax Returns in accordance with such written notice. In the event that any temporary or final amendments to Treasury Regulations are promulgated after the date of this Agreement that provide for any election to apply such regulations retroactively, then any such election shall be made only to the extent that Valero and Corner Store collectively agree to make such election. As soon as practicable after receipt of a written request from Corner Store, Valero shall provide copies of any studies, reports, and workpapers supporting the earnings and profits and other Tax Attributes allocable to Corner Store. Any dispute regarding the apportionment of such earnings and profits or any Tax Attribute shall be resolved pursuant to the provisions of Section 14 of this Agreement. All Tax Returns that are required to be filed under this Agreement after such resolution shall be filed in accordance with such resolution. In the event of a subsequent adjustment to the earnings and profits or any Tax Attributes determined by Valero, Valero shall promptly notify Corner Store in writing of such adjustment. For the absence of doubt, Valero shall not be liable to Corner Store or any member of the Corner Store Group for any failure of any determination under this Section 4.08 to be accurate under applicable law.
Appears in 3 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (CST Brands, Inc.), Tax Matters Agreement (CST Brands, Inc.)
Apportionment of Earnings and Profits and Tax Attributes. Valero NTELOS shall in good faith advise Corner Store Wireline in writing of the portion, if any, of any earnings and profits, Tax Attribute, overall foreign loss Attribute or other consolidated, combined or unitary attribute which Valero NTELOS determines shall be allocated or apportioned to the Corner Store Wireline Group under applicable law. Corner Store Wireline and all members of the Corner Store Wireline Group shall prepare all Tax Returns in accordance with such written notice. In the event that any temporary or final amendments to Treasury Regulations are promulgated after the date of this Agreement that provide for any election to apply such regulations retroactively, then any such election shall be made only to the extent that Valero NTELOS and Corner Store Wireline collectively agree to make such election. As soon as practicable after receipt of a written request from Corner StoreWireline, Valero NTELOS shall provide copies of any studies, reports, and workpapers supporting the earnings and profits and other Tax Attributes allocable to Corner StoreWireline. Any dispute regarding the apportionment of such earnings and profits or any Tax Attribute shall be resolved pursuant to the provisions of Section 14 of this Agreement. All Tax Returns that are required to be filed under this Agreement after such resolution shall be filed in accordance with such resolution. In the event of a subsequent adjustment to the earnings and profits or any Tax Attributes determined by ValeroNTELOS, Valero NTELOS shall promptly notify Corner Store Wireline in writing of such adjustment. For the absence of doubt, Valero NTELOS shall not be liable to Corner Store Wireline or any member of the Corner Store Wireline Group for any failure of any determination under this Section 4.08 to be accurate under applicable law.
Appears in 2 contracts
Samples: Tax Matters Agreement (Ntelos Holdings Corp), Tax Matters Agreement (NTELOS Wireline One Inc.)
