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

Apportionment of Earnings and Profits and Tax Attributes. As soon as reasonably practicable following the Distribution Date, B/E shall notify KLX in writing of the portion, if any, of any earnings and profits, overall foreign loss or other Tax Attribute from Pre-Distribution Periods, including consolidated, combined or unitary Tax Attributes, which B/E determines shall be allocated or apportioned to the KLX Group under applicable Tax Law. B/E shall provide reasonable timely updates to KLX of the allocation of Tax Attributes as B/E finalizes Tax Returns for the B/E Group and as adjustments, if any, are subsequently made to such Tax Returns. KLX and all members of the KLX 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 B/E and KLX mutually agree to make such election. As soon as practicable after receipt of a written request from KLX, B/E shall provide copies of any studies, reports, and workpapers supporting the earnings and profits and other Tax Attributes allocable to KLX. 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 prepared by the B/E Group and the KLX Group shall be consistent with any allocation or apportionment as determined pursuant to this Section 4.6.

Apportionment of Earnings and Profits and Tax Attributes. As soon as reasonably practicable following the Distribution Date, B/E MINC shall notify KLX in good faith advise Freescale in writing of the portion, if any, of any earnings and profits, Tax Attribute, overall foreign loss or other Tax Attribute from Pre-Distribution Periods, including consolidated, combined or unitary Tax Attributes, attribute which B/E MINC determines shall be allocated or apportioned to the KLX Freescale Group under applicable Tax Lawlaw. B/E shall provide reasonable timely updates to KLX of the allocation of Tax Attributes as B/E finalizes Tax Returns for the B/E Group and as adjustments, if any, are subsequently made to such Tax Returns. KLX Freescale and all members of the KLX Freescale 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 B/E Motorola and KLX mutually Freescale collectively agree to make such election. As soon as practicable after receipt of a written request from KLXFreescale, B/E MINC shall provide copies of any studies, reports, and workpapers supporting the earnings and profits and other Tax Attributes allocable to KLXFreescale. 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 prepared by the B/E Group and the KLX Group that are required to be filed under this Agreement after such resolution shall be consistent filed in accordance with such resolution. In the event of a subsequent adjustment to the earnings and profits or any allocation Tax Attributes determined by MINC, MINC shall promptly notify Freescale in writing of such adjustment. For the absence of doubt, MINC shall not be liable to Freescale or apportionment as determined pursuant to any member of the Freescale Group for any failure of any determination under this Section 4.64.08 to be accurate under applicable law.