Apportionment of Earnings and Profits and Tax Attributes. (a) 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 benefits and burdens of such Tax Attributes will inure to) the members of the Xxxxxxx Group and the Xxxxxxx Contributed Subsidiaries in accordance with the Code, Treasury Regulations, and any Applicable Law, as determined by Xxxxxxx in its reasonable discretion.
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Samples: Tax Matters Agreement (Aspen Technology, Inc.), Transaction Agreement and Plan of Merger (Emersub CX, Inc.), Stockholders Agreement (Emerson Electric Co)
Apportionment of Earnings and Profits and Tax Attributes. (a) 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 benefits and burdens of such Tax Attributes will inure to) the members of the Xxxxxxx Group and the Xxxxxxx Emerson Contributed Subsidiaries in accordance with the Code, Treasury Regulations, and any Applicable Law, as determined by Xxxxxxx Emerson in its reasonable discretion.
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Samples: Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/)
Apportionment of Earnings and Profits and Tax Attributes. (a) 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 benefits and burdens of such Tax Attributes will inure to) the members of the Xxxxxxx Exxxxxx Group and the Xxxxxxx Emerson Contributed Subsidiaries in accordance with the Code, Treasury Regulations, and any Applicable Law, as determined by Xxxxxxx Emerson in its reasonable discretion.
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