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

Apportionment of Earnings and Profits and Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Parent Group and the members of the SpinCo Group in accordance with the Code, Treasury regulations and any other Applicable Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributes. (b) On or before the earlier of (i) eighteen (18) months after the Distribution Date or (ii) sixty (60) days prior to the extended due date for the first U.S. federal income Tax Return of the Acquiror Group following the Distribution Date, Parent shall deliver to Acquiror its determination in writing of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis Tax Attribute which is allocated or apportioned to the members of the SpinCo Group under Applicable Tax Law and this Agreement (“Proposed Allocation”). Acquiror shall have forty-five (45) days to review the Proposed Allocation and provide Parent any comments with respect thereto, and Parent agrees to consider such comments in good faith. If Acquiror either provides no comments or provides comments to which Parent agrees in writing, such resulting determination will become final (“Final Allocation”). If Acquiror provides comments to the Proposed Allocation and Parent does not agree with such comments, the Final Allocation will be determined in accordance with Section 24. All members of the Parent Group and Acquiror Group shall prepare all Tax Returns in accordance with the Final Allocation. In the event of an adjustment to the earnings and profits, any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis Tax Attribute, Parent shall promptly notify Acquiror in writing of such adjustment. For the avoidance of doubt, Parent shall not be liable to any member of the Acquiror Group for any failure of any determination under this Section 6(b) to be accurate under Applicable Tax Law; provided that such determination was made in good faith. (c) Except as otherwise provided herein, to the extent that the amount of any Tax Attribute is later reduced or increased by a Taxing Authority or as a result of a Tax Proceeding, such reduction or increase shall be allocated to the Company to which such Tax Attribute was allocated pursuant to this Section 6, as agreed by the parties.

Apportionment of Earnings and Profits and Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Parent Group and the members of the SpinCo Group in accordance with the Code, Treasury regulations and any other Applicable Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributes. (b) On or before the earlier of (i) eighteen (18) months after the Distribution Date or (ii) sixty (60) days prior to the extended due date for the first U.S. federal income Tax Return of the Acquiror Group following the Distribution Date, Parent shall deliver to Acquiror its determination in writing of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis Tax Attribute which is allocated or apportioned to the members of the SpinCo Group under Applicable Tax Law and this Agreement (“Proposed Allocation”). Acquiror shall have forty-five (45) days to review the Proposed Allocation and provide Parent any comments with respect thereto, and Parent Xxxxxx agrees to consider such comments in good faith. If Acquiror either provides no comments or provides comments to which Parent Xxxxxx agrees in writing, such resulting determination will become final (“Final Allocation”). If Acquiror Xxxxxxxx provides comments to the Proposed Allocation and Parent does not agree with such comments, the Final Allocation will be determined in accordance with Section 24. All members of the Parent Group and Acquiror Group shall prepare all Tax Returns in accordance with the Final Allocation. In the event of an adjustment to the earnings and profits, any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis Tax Attribute, Parent shall promptly notify Acquiror in writing of such adjustment. For the avoidance of doubt, Parent shall not be liable to any member of the Acquiror Group for any failure of any determination under this Section 6(b) to be accurate under Applicable Tax Law; provided that such determination was made in good faith. (c) Except as otherwise provided herein, to the extent that the amount of any Tax Attribute is later reduced or increased by a Taxing Authority or as a result of a Tax Proceeding, such reduction or increase shall be allocated to the Company to which such Tax Attribute was allocated pursuant to this Section 6, as agreed by the parties.

Apportionment of Earnings and Profits and Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Parent Lockheed Xxxxxx Group and the members of the SpinCo Spinco Group in accordance with the Code, Treasury regulations Regulations, and any other Applicable Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributes. (b) On or before the earlier first anniversary of (i) eighteen (18) months after the Distribution Date or (ii) sixty (60) days prior to the extended due date for the first U.S. federal income Tax Return of the Acquiror Group following the Distribution Date, Parent LMC shall deliver to Acquiror RMT Parent its determination in writing of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis Tax Attribute which is allocated or apportioned to the members of the SpinCo Spinco Group under Applicable Tax Law and this Agreement (“Proposed Allocation”). Acquiror RMT Parent shall have forty-five sixty (4560) days to review the Proposed Allocation and provide Parent LMC any comments with respect thereto, and Parent agrees to consider such comments in good faith. If Acquiror RMT Parent either provides no comments or provides comments to which Parent LMC agrees in writing, such resulting determination will become final (“Final Allocation”). If Acquiror RMT Parent provides comments to the Proposed Allocation and Parent LMC does not agree with such commentsagree, the Final Allocation will be determined in accordance with Section 2423. All members of the Parent Lockheed Xxxxxx Group and Acquiror Leidos Group shall prepare all Tax Returns in accordance with the Final Allocation. In the event of an adjustment to the earnings and profits, any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis Tax Attributeattribute, Parent LMC shall promptly notify Acquiror RMT Parent in writing of such adjustment. For the avoidance of doubt, Parent LMC shall not be liable to any member of the Acquiror Leidos Group for any failure of any determination under this Section 6(b) to be accurate under Applicable Tax Law; provided that such determination was made in good faith. (c) Except as otherwise provided herein, to the extent that the amount of any Tax Attribute is later reduced or increased by a Taxing Authority or as a result of a Tax Proceeding, such reduction or increase shall be allocated to the Company to which such Tax Attribute was allocated pursuant to this Section 6, as agreed by the parties.

Apportionment of Earnings and Profits and Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Parent ConAgra Group and the members of the SpinCo LW Group in accordance with ConAgra’s historical practice (including historical methodologies for making corporate allocations), the Code, Treasury regulations Regulations, and any other Applicable Tax Lawapplicable state, andlocal and foreign law, as determined by ConAgra in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributesits sole discretion. (b) On or before the earlier of (i) eighteen (18) months ConAgra shall in good faith advise SpinCo as soon as reasonably practicable after the Distribution Date or (ii) sixty (60) days prior to the extended due date for the first U.S. federal income Tax Return close of the Acquiror Group following relevant Taxable period in which the Distribution Date, Parent shall deliver to Acquiror its determination occurs in writing of the portion, if any, of any earnings and profits, Tax Attributes, tax basis, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity combined or other group basis Tax Attribute unitary attribute which is ConAgra determines shall be allocated or apportioned to the members of the SpinCo LW Group under Applicable Tax Law and this Agreement (“Proposed Allocation”). Acquiror shall have forty-five (45) days to review the Proposed Allocation and provide Parent any comments with respect thereto, and Parent agrees to consider such comments in good faith. If Acquiror either provides no comments or provides comments to which Parent agrees in writing, such resulting determination will become final (“Final Allocation”). If Acquiror provides comments to the Proposed Allocation and Parent does not agree with such comments, the Final Allocation will be determined in accordance with Section 24Law. All members of the Parent Group and Acquiror LW Group shall prepare all Tax Returns in accordance with the Final Allocationsuch written notice. In the event of an adjustment to the earnings and profits, any Tax Attributes, tax basis, overall foreign loss or other affiliated, consolidated, combinedcombined or unitary attribute determined by ConAgra, unitary, fiscal unity or other group basis Tax Attribute, Parent ConAgra shall promptly notify Acquiror SpinCo in writing of such adjustment. For the avoidance of doubt, Parent ConAgra shall not be liable to any member of the Acquiror LW Group for any failure of any determination under this Section 6(b5(b) to be accurate under Applicable Tax Law; , provided that such determination was made in good faith. (c) Except as otherwise provided herein, to the extent that the amount of any earnings and profits, Tax Attribute Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute allocated to members of the ConAgra Group or the LW Group pursuant to Section 5(b) is later reduced or increased by a Taxing Authority or as a result of a Tax Proceeding, such reduction or increase shall be allocated to the Company to which such earnings and profits, Tax Attribute Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute was allocated pursuant to this Section 65, as agreed determined by the partiesConAgra in good faith.

Apportionment of Earnings and Profits and Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Parent ADS Group and the members of the SpinCo Loyalty Ventures Group in accordance with ADS’s historical practice as determined by ADS in its sole discretion (including historical methodologies for making corporate allocations), if any, the Code, Treasury regulations Regulations, and any other Applicable Tax Lawapplicable state, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributeslocal and foreign law. (b) On or before Upon the earlier reasonable request of (i) eighteen (18) months Loyalty Ventures in writing, ADS shall in good faith, based on information reasonably available to it, advise Loyalty Ventures in writing, as soon as reasonably practicable after the Distribution Date or (ii) sixty (60) days prior to the extended due date for the first U.S. federal income Tax Return receipt of the Acquiror Group following the Distribution Datesuch request, Parent shall deliver to Acquiror its determination in writing of ADS’s estimate of the portion, if any, of any earnings and profits, previously taxed earnings and profits (within the meaning of Section 959 of the Code (“PTI”)), Tax Attributes, tax basis, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity combined or other group basis Tax Attribute unitary attribute which ADS determines is expected to be allocated or apportioned to the members of the SpinCo Loyalty Ventures Group under Applicable Tax Law Law. In the event of any adjustments to the previously delivered estimates of the portion of earnings and this Agreement (“Proposed Allocation”)profits, Tax Attributes, Tax basis, overall foreign loss or other consolidated, combined or unitary attribute determined by ADS, ADS shall promptly advise Loyalty Ventures in writing of such adjustment. Acquiror Loyalty Ventures shall have reimburse ADS for all reasonable third-party costs and expenses actually incurred by the ADS Group in connection with providing such estimation requested by Loyalty Ventures within forty-five (45) days after receiving an invoice from ADS therefor. For the avoidance of doubt, ADS shall not be liable to review any member of the Proposed Allocation and provide Parent Loyalty Ventures Group for any comments with respect theretofailure of any determination under this Section 5(b) to be accurate under Applicable Tax Law, and Parent agrees to consider provided such comments determination was made in good faith. If Acquiror either provides no comments or provides comments to which Parent agrees in writing, such resulting determination will become final (“Final Allocation”). If Acquiror provides comments to the Proposed Allocation and Parent does not agree with such comments, the Final Allocation will be determined in accordance with Section 24. All members of the Parent Group and Acquiror Loyalty Ventures Group shall prepare all Tax Returns in accordance with the Final Allocation. In the event of an adjustment written notices provided by ADS to the earnings and profits, any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis Tax Attribute, Parent shall promptly notify Acquiror in writing of such adjustment. For the avoidance of doubt, Parent shall not be liable Loyalty Ventures pursuant to any member of the Acquiror Group for any failure of any determination under this Section 6(b) to be accurate under Applicable Tax Law; provided that such determination was made in good faith5(b). (c) Except as otherwise provided herein, to the extent that the amount of any earnings and profits, PTI, Tax Attribute Attributes, Tax basis, overall foreign loss or other consolidated, combined or unitary attribute allocated to members of the ADS Group or the Loyalty Ventures Group pursuant to Section 5(b) is later reduced or increased by a Taxing Authority or as a result of a Tax Proceeding, such reduction or increase shall be allocated to the Company to which such earnings and profits, Tax Attribute Attributes, Tax basis, overall foreign loss or other consolidated, combined or unitary attribute was allocated pursuant to this Section 65, as agreed determined by the partiesADS in good faith.

Apportionment of Earnings and Profits and Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Parent ADS Group and the members of the SpinCo Loyalty Ventures Group in accordance with ADS’s historical practice as determined by ADS in its sole discretion (including historical methodologies for making corporate allocations), if any, the Code, Treasury regulations Regulations, and any other Applicable Tax Lawapplicable state, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributeslocal and foreign law. (b) On or before Upon the earlier reasonable request of (i) eighteen (18) months Loyalty Ventures in writing, ADS shall in good faith, based on information reasonably available to it, advise Loyalty Ventures in writing, as soon as reasonably practicable after the Distribution Date or (ii) sixty (60) days prior to the extended due date for the first U.S. federal income Tax Return receipt of the Acquiror Group following the Distribution Datesuch request, Parent shall deliver to Acquiror its determination in writing of ADS’s estimate of the portion, if any, of any earnings and profits, previously taxed earnings and profits (within the meaning of Section 959 of the Code (“PTI”)), Tax Attributes, tax basis, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity combined or other group basis Tax Attribute unitary attribute which ADS determines is expected to be allocated or apportioned to the members of the SpinCo Loyalty Ventures Group under Applicable Tax Law Law. In the event of any adjustments to the previously delivered estimates of the portion of earnings and this Agreement (“Proposed Allocation”)profits, Tax Attributes, Tax basis, overall foreign loss or other consolidated, combined or unitary attribute determined by ADS, ADS shall promptly advise Loyalty Ventures in writing of such adjustment. Acquiror Loyalty Ventures shall have reimburse ADS for all reasonable third-party costs and expenses actually incurred by the ADS Group in connection with providing such estimation requested by Loyalty Ventures within forty-five (45) days after receiving an invoice from ADS therefor. For the avoidance of doubt, ADS shall not be liable to review any member of the Proposed Allocation and provide Parent Loyalty Ventures Group for any comments with respect theretofailure of any determination under this ‎Section 5(b) to be accurate under Applicable Tax Law, and Parent agrees to consider provided such comments determination was made in good faith. If Acquiror either provides no comments or provides comments to which Parent agrees in writing, such resulting determination will become final (“Final Allocation”). If Acquiror provides comments to the Proposed Allocation and Parent does not agree with such comments, the Final Allocation will be determined in accordance with Section 24. All members of the Parent Group and Acquiror Loyalty Ventures Group shall prepare all Tax Returns in accordance with the Final Allocation. In the event of an adjustment written notices provided by ADS to the earnings and profits, any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis Tax Attribute, Parent shall promptly notify Acquiror in writing of such adjustment. For the avoidance of doubt, Parent shall not be liable Loyalty Ventures pursuant to any member of the Acquiror Group for any failure of any determination under this Section 6(b) to be accurate under Applicable Tax Law; provided that such determination was made in good faith‎Section 5(b). (c) Except as otherwise provided herein, to the extent that the amount of any earnings and profits, PTI, Tax Attribute Attributes, Tax basis, overall foreign loss or other consolidated, combined or unitary attribute allocated to members of the ADS Group or the Loyalty Ventures Group pursuant to ‎Section 5(b) is later reduced or increased by a Taxing Authority or as a result of a Tax Proceeding, such reduction or increase shall be allocated to the Company to which such earnings and profits, Tax Attribute Attributes, Tax basis, overall foreign loss or other consolidated, combined or unitary attribute was allocated pursuant to this Section 6‎Section 5, as agreed determined by the partiesADS in good faith.

Apportionment of Earnings and Profits and Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Parent Group and the members of the SpinCo Lithium Group in accordance with Parent’s historical practice (including historical methodologies for making corporate allocations), the Code, Treasury regulations Regulations, and any other Applicable Tax Lawapplicable state, andlocal and foreign law, as determined by Parent in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributesits sole discretion. (b) On or before the earlier of (i) eighteen (18) months Parent shall in good faith advise Livent as soon as reasonably practicable after the Distribution Date or (ii) sixty (60) days prior to the extended due date for the first U.S. federal income Tax Return close of the Acquiror Group following relevant Taxable period in which the Distribution Date, Parent shall deliver to Acquiror its determination occurs in writing of the portion, if any, of any earnings and profits, Tax Attributes, tax basis, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity combined or other group basis Tax Attribute unitary attribute which is Parent determines shall be allocated or apportioned to the members of the SpinCo Lithium Group under Applicable Tax Law and this Agreement (“Proposed Allocation”). Acquiror shall have forty-five (45) days to review the Proposed Allocation and provide Parent any comments with respect thereto, and Parent agrees to consider such comments in good faith. If Acquiror either provides no comments or provides comments to which Parent agrees in writing, such resulting determination will become final (“Final Allocation”). If Acquiror provides comments to the Proposed Allocation and Parent does not agree with such comments, the Final Allocation will be determined in accordance with Section 24Law. All members of the Parent Group and Acquiror Lithium Group shall prepare all Tax Returns in accordance with the Final Allocationsuch written notice. In the event of an adjustment to the earnings and profits, any Tax Attributes, tax basis, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity combined or other group basis Tax Attributeunitary attribute determined by Parent, Parent shall promptly notify Acquiror Livent in writing of such adjustment. For the avoidance of doubt, Parent shall not be liable to any member of the Acquiror Lithium Group for any failure of any determination under this Section 6(b‎‎Section 5(b)‎Section 5(b) to be accurate under Applicable Tax Law; , provided that such determination was made in good faith. (c) Except as otherwise provided herein, to the extent that the amount of any earnings and profits, Tax Attribute Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute allocated to members of the Parent Group or the Lithium Group pursuant to ‎Section 5(b) is later reduced or increased by a Taxing Authority or as a result of a Tax Proceeding, such reduction or increase shall be allocated to the Company to which such earnings and profits, Tax Attribute Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute was allocated pursuant to this Section 6‎‎Section 5, as agreed determined by the partiesParent in good faith.

Apportionment of Earnings and Profits and Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Parent Group and the members of the SpinCo Lithium Group in accordance with Parent’s historical practice (including historical methodologies for making corporate allocations), the Code, Treasury regulations Regulations, and any other Applicable Tax Lawapplicable state, andlocal and foreign law, as determined by Parent in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributesits sole discretion. (b) On or before the earlier of (i) eighteen (18) months Parent shall in good faith advise Livent as soon as reasonably practicable after the Distribution Date or (ii) sixty (60) days prior to the extended due date for the first U.S. federal income Tax Return close of the Acquiror Group following relevant Taxable period in which the Distribution Date, Parent shall deliver to Acquiror its determination occurs in writing of the portion, if any, of any earnings and profits, Tax Attributes, tax basis, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity combined or other group basis Tax Attribute unitary attribute which is Parent determines shall be allocated or apportioned to the members of the SpinCo Lithium Group under Applicable Tax Law and this Agreement (“Proposed Allocation”). Acquiror shall have forty-five (45) days to review the Proposed Allocation and provide Parent any comments with respect thereto, and Parent agrees to consider such comments in good faith. If Acquiror either provides no comments or provides comments to which Parent agrees in writing, such resulting determination will become final (“Final Allocation”). If Acquiror provides comments to the Proposed Allocation and Parent does not agree with such comments, the Final Allocation will be determined in accordance with Section 24Law. All members of the Parent Group and Acquiror Lithium Group shall prepare all Tax Returns in accordance with the Final Allocationsuch written notice. In the event of an adjustment to the earnings and profits, any Tax Attributes, tax basis, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity combined or other group basis Tax Attributeunitary attribute determined by Parent, Parent shall promptly notify Acquiror Livent in writing of such adjustment. For the avoidance of doubt, Parent shall not be liable to any member of the Acquiror Lithium Group for any failure of any determination under this Section 6(b5(b) to be accurate under Applicable Tax Law; , provided that such determination was made in good faith. (c) Except as otherwise provided herein, to the extent that the amount of any earnings and profits, Tax Attribute Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute allocated to members of the Parent Group or the Lithium Group pursuant to Section 5(b) is later reduced or increased by a Taxing Authority or as a result of a Tax Proceeding, such reduction or increase shall be allocated to the Company to which such earnings and profits, Tax Attribute Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute was allocated pursuant to this Section 65, as agreed determined by the partiesParent in good faith.

Apportionment of Earnings and Profits and Tax Attributes. (a) Any Tax Attributes arising in a Pre-Distribution Closing Period will that are subject to allocation among members of a Combined Group shall be allocated to among (and the benefits and burdens of such Tax Attributes will inure to) the members of the Parent Xxxxxxx Group and the members of the SpinCo Group Emerson Contributed Subsidiaries in accordance with the Code, Treasury regulations Regulations, and any other Applicable Tax Law, and, as determined by Emerson in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributesits reasonable discretion. (b) On or before the earlier of (i) eighteen (18) months Emerson shall in good faith, based on information reasonably available to it, advise Newco in writing, as soon as reasonably practicable after the Distribution Date or (ii) sixty (60) days prior to the extended due date for the first U.S. federal income Tax Return of the Acquiror Group Newco’s reasonable request following the Distribution DateClosing, Parent shall deliver to Acquiror its determination in writing of the portion, if any, Xxxxxxx’x estimate of any earnings and profits, previously taxed earnings and profits (within the meaning of Section 959 of the Code (“PTI”)), Tax Attributes, Tax basis, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity combined or other group basis Tax Attribute which is unitary attribute to be allocated or apportioned to the members of the SpinCo Group any Emerson Contributed Subsidiary under Applicable Tax Law and this Agreement (the “Proposed Allocation”). Acquiror Newco shall have forty-five thirty (4530) days to review the Proposed Allocation and provide Parent Emerson any comments with respect thereto, and Parent agrees to consider such comments in good faith. If Acquiror Newco either provides no comments or provides comments to which Parent Emerson agrees in writing, such resulting determination will become final (the “Final Allocation”). If Acquiror Newco provides comments to the Proposed Allocation and Parent Emerson does not agree with such commentsagree, the Final Allocation will be determined in accordance with Section 24. All members of the Parent Xxxxxxx Group and Acquiror Newco Group shall prepare all Tax Returns in accordance with the Final Allocation. In the event of an any adjustment to the earnings and profits, any PTI, Tax Attributes, Tax basis, overall foreign loss or other affiliated, consolidated, combinedcombined or unitary attributes, unitary, fiscal unity or other group basis Tax Attribute, Parent Emerson shall promptly notify Acquiror advise Newco in writing of such adjustment. For the avoidance of doubt, Parent Emerson shall not be liable to any member of the Acquiror Newco Group for any failure of any determination under this Section 6(b5(b) to be accurate under Applicable Tax Law; provided that such determination was made in good faith. (c) Except as otherwise provided herein, to the extent that the amount of any earnings and profits, PTI, Tax Attribute Attributes, Tax basis, overall foreign loss or other consolidated, combined or unitary attribute allocated to members of the Xxxxxxx Group or an Emerson Contributed Subsidiary pursuant to Section 5(b) is later reduced or increased by a Taxing Authority or as a result of a Tax Proceeding, such reduction or increase shall be allocated to the Company to which such earnings and profits, Tax Attribute Attributes, Tax basis, overall foreign loss or other consolidated, combined or unitary attribute was allocated pursuant to this Section 65, as agreed by the partiesParties in good faith.