Common use of Apportionment of SpinCo Taxes Clause in Contracts

Apportionment of SpinCo Taxes. For all purposes of this Agreement, but subject to Section 4.03, Parent, on the one hand, and Spinco and Acquirer, on the other hand, 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 Parent Business, the allocation of such Tax Item between the Spinco Business and the Parent Business) in a manner consistent with the provisions hereof and any disputes shall be resolved by the Accounting Firm in accordance with Section 8.01.

Apportionment of SpinCo Taxes. For all purposes of this Agreement, but subject to Section 4.03, Parent, on the one hand, and Spinco and Acquirer, on the other hand, Parent shall jointly determine in its sole discretion exercised 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 Parent Business, the allocation of such Tax Item between the Spinco SpinCo Business and the Parent Business) in a manner consistent with the provisions hereof and any disputes shall be resolved by the Accounting Firm in accordance with Section 8.01).