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

Apportionment of Earnings and Profits and Tax Attributes. Parent shall be entitled in good faith to instruct SpinCo in writing of the portion, if any, of any earnings and profits, previously taxed earnings and profits, Tax Attribute, basis, overall foreign loss or any consolidated, combined, unitary or comingled attribute which Parent determines shall be allocated to, apportioned to or adjusted by the SpinCo Group under applicable law in connection with the Transactions. SpinCo and all members of the SpinCo Group shall prepare all Tax Returns in accordance with (and shall not take any Tax position that is inconsistent with) such written instructions. As soon as practicable after receipt of a written request from SpinCo, Parent shall provide copies of any studies, reports, and workpapers supporting the earnings and profits, previously taxed earnings and profits, basis, overall foreign loss and other Tax Attributes allocable to SpinCo. In the event of a subsequent adjustment to the earnings and profits, previously taxed earnings and profits, basis, overall foreign loss or any Tax Attributes determined by Parent pursuant to this Section 4.08, Parent or SpinCo, as the case may be, shall promptly notify the other Company in writing of such adjustment. For the absence of doubt, Parent shall not be liable to SpinCo or any member of the SpinCo Group for any failure of any determination under this Section 4.08 to be accurate under applicable law.

Apportionment of Earnings and Profits and Tax Attributes. Parent Grace shall be entitled in good faith to instruct SpinCo GCP in writing of the portion, if any, of any earnings and profits, previously taxed earnings and profits, Tax Attribute, basis, overall foreign loss or any consolidated, combined, unitary or comingled attribute which Parent Grace determines shall be allocated to, apportioned to or adjusted by the SpinCo GCP Group under applicable law in connection with the Transactions. SpinCo GCP and all members of the SpinCo GCP Group shall prepare all Tax Returns in accordance with (and shall not take any Tax position that is inconsistent with) such written instructions. As soon as practicable after receipt of a written request from SpinCoGCP, Parent Grace shall provide copies of any studies, reports, and workpapers supporting the earnings and profits, previously taxed earnings and profits, basis, overall foreign loss and other Tax Attributes allocable to SpinCoGCP. In the event of a subsequent adjustment to the earnings and profits, previously taxed earnings and profits, basis, overall foreign loss or any Tax Attributes determined by Parent Grace pursuant to this Section 4.08, Parent Grace or SpinCoGCP, as the case may be, shall promptly notify the other Company in writing of such adjustment. For the absence of doubt, Parent Grace shall not be liable to SpinCo GCP or any member of the SpinCo GCP Group for any failure of any determination under this Section 4.08 to be accurate under applicable law.