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

Apportionment of Earnings and Profits and Tax Attributes. Grace shall be entitled in good faith to instruct 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 Grace determines shall be allocated to, apportioned to or adjusted by the GCP Group under applicable law in connection with the Transactions. GCP and all members of the 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 GCP, 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 GCP. 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 Grace pursuant to this Section 4.08, Grace or GCP, as the case may be, shall promptly notify the other Company in writing of such adjustment. For the absence of doubt, Grace shall not be liable to GCP or any member of the GCP 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. Grace Parent shall be entitled in good faith to instruct GCP 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 Grace Parent determines shall be allocated to, apportioned to or adjusted by the GCP SpinCo Group under applicable law in connection with the Transactions. GCP SpinCo and all members of the GCP 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 GCPSpinCo, Grace 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 GCPSpinCo. 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 Grace Parent pursuant to this Section 4.08, Grace Parent or GCPSpinCo, as the case may be, shall promptly notify the other Company in writing of such adjustment. For the absence of doubt, Grace Parent shall not be liable to GCP SpinCo or any member of the GCP SpinCo Group for any failure of any determination under this Section 4.08 to be accurate under applicable law.