Apportionment of SpinCo Taxes. For all purposes of this Agreement, GPC and SpinCo shall jointly determine in good faith which Tax Items are properly attributable to assets or activities of the SpinCo Business (and in the case of a Tax Item that is properly attributable to both the SpinCo Business and the GPC Business, the allocation of such Tax Item between the SpinCo Business and the GPC Business) in a manner consistent with the provisions hereof and any disputes shall be resolved by the Accounting Firm in accordance with Section 8.02.
Appears in 3 contracts
Samples: Tax Matters Agreement (Essendant Inc), Separation Agreement (Genuine Parts Co), Separation Agreement (Essendant Inc)
Apportionment of SpinCo Taxes. For all purposes of this Agreement, GPC IP and SpinCo Spinco shall jointly determine in good faith which Tax Items are properly attributable to assets or activities of the SpinCo Spinco Business (and in the case of a Tax Item that is properly attributable to both the SpinCo Spinco Business and the GPC IP Business, the allocation of such Tax Item between the SpinCo Spinco Business and the GPC IP Business) in a manner consistent with the provisions hereof and any disputes shall be resolved by the Accounting Firm in accordance with Section 8.02.
Appears in 3 contracts
Samples: Tax Matters Agreement (Xpedx Holding Co), Tax Matters Agreement, Tax Matters Agreement
Apportionment of SpinCo Taxes. For all purposes of this Agreement, GPC Harbor and SpinCo Spinco shall jointly determine in good faith which Tax Items are properly attributable to assets or activities of the SpinCo Spinco Business (and in the case of a Tax Item that is properly attributable to both the SpinCo Spinco Business and the GPC Harbor Business, the allocation of such Tax Item between the SpinCo Spinco Business and the GPC Harbor Business) in a manner consistent with the provisions hereof and any disputes shall be resolved by the Accounting Firm in accordance with Section 8.028.03.
Appears in 3 contracts
Samples: Tax Matters Agreement (HS Spinco, Inc.), Tax Matters Agreement (HS Spinco, Inc.), Tax Matters Agreement