Common use of Apportionment of Tax Attributes Clause in Contracts

Apportionment of Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Remainco Group and the members of the Spinco Group as determined in good faith by Remainco in accordance with the Code, Treasury Regulations, and any other applicable state, local or foreign Tax Law. (b) As promptly as practicable following the close of the taxable year in which the Spinco Distribution occurs, Remainco shall deliver to RMT Partner in writing for RMT Partner’s review Remainco’s good faith determination of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group Tax Attribute which is allocated or apportioned to the members of the Spinco Group under applicable Tax Law and this Agreement (the “Proposed Allocation”). RMT Partner shall have sixty (60) days from its receipt of the Proposed Allocation to review and provide Remainco any comments with respect thereto. Remainco shall consider in good faith any comments received from RMT Partner within such sixty (60) day period, and shall provide to RMT Partner a final allocation following the conclusion of such sixty (60) day period (the “Final Allocation”). All members of the Remainco Group and RMT Group shall prepare all Tax Returns in accordance the Final Allocation. In the event of any adjustment to the earnings and profits, any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group Tax Attribute, Remainco shall promptly notify RMT Partner in writing of such adjustment. (c) Except as otherwise provided herein, to the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Authority or Tax Proceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 3.07(a), as agreed by the Parties, and the relevant Parties shall notify the other Parties of any such reduction or increase.

Apportionment of Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes Attribute will inure to) the members of the Remainco Group and Company Group, the members of the Spinco SpinCo Group as determined in good faith by Remainco and the Direct Sale Transferred Subsidiaries in accordance with the Company’s historical practice (except as otherwise required by Applicable Law), the Code, Treasury Regulations, and any other applicable state, local or foreign Tax Lawand non-U.S. law, as determined by the Company in its reasonable discretion. (b) As promptly as practicable following After the close of the taxable year Taxable period in which the Spinco Distribution Date occurs, Remainco the Company shall deliver to RMT Partner in good faith advise Parent in writing for RMT Partner’s review Remainco’s good faith determination of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity combined or other similar group Tax Attribute unitary attribute which is the Company determines shall be allocated or apportioned to the members of the Spinco SpinCo Group or the Direct Sale Transferred Subsidiaries under applicable Applicable Tax Law and this Agreement (the “Proposed Allocation”). RMT Partner shall have sixty (60) days from its receipt of the Proposed Allocation to review and provide Remainco any comments with respect thereto. Remainco shall consider in good faith any comments received from RMT Partner within such sixty (60) day period, and shall provide to RMT Partner a final allocation following the conclusion of such sixty (60) day period (the “Final Allocation”)Law. All members of the Remainco Group and RMT Parent Group shall prepare all Tax Returns in accordance the Final Allocationwith such written notice, except as otherwise required by Applicable Law. In the event of any an adjustment to the earnings and profits, any Tax Attributes, overall foreign loss Attributes or other affiliated, consolidated, combinedcombined or unitary attribute determined by the Company, unitary, fiscal unity or other similar group Tax Attribute, Remainco the Company shall promptly notify RMT Partner Parent in writing of such adjustment. For the avoidance of doubt, the Company shall not be liable to any member of the Parent Group for any failure of any determination under this Section 6(b) to be accurate under Applicable Tax Law, provided such determination was made in good faith. (c) Except as otherwise provided herein, to the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Taxing Authority or as a result of a Tax Proceeding, such reduction or increase shall be allocated to the Party Member Company to which such Tax Attribute was allocated pursuant to this Section 3.07(a)6, as agreed determined by the Parties, and the relevant Parties shall notify the other Parties of any such reduction or increaseCompany in its reasonable discretion.

Apportionment of Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Remainco TFMC Group and the members of the Spinco TEN Group as determined in good faith by Remainco in accordance with the Code, Treasury Regulations, and any other applicable state, local or foreign Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, including pursuant to Section 2.6, Tax Attributes shall be allocated to the legal entity that created such Tax Attributes. (b) As promptly Except as provided in Section 2.6, as soon as reasonably practicable following after the close of the taxable year Tax Period in which the Spinco Distribution occursDate occurs but in no event less than thirty (30) days prior to the filing of the applicable Joint Return allocating or apportioning any group basis Tax Attribute to the members of the TEN Group, Remainco TFMC shall deliver to RMT Partner TEN its determination in writing for RMT Partner’s review Remainco’s good faith determination of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group basis Tax Attribute which is allocated or apportioned to the members of the Spinco TEN Group in respect of such Joint Return under applicable Tax Law and this Agreement (the “Proposed Allocation”). RMT Partner TEN shall have sixty (60) days from its receipt of the review such Proposed Allocation to review and provide Remainco TFMC any comments with respect theretothereto no later than ten (10) days prior to filing any applicable Joint Return. Remainco TFMC shall consider in good faith accept any such comments received from RMT Partner within such sixty (60) day periodthat are reasonable, and shall provide to RMT Partner a such resulting determination will become final allocation following the conclusion of such sixty (60) day period (the “Final Allocation”). All members of the Remainco TFMC Group and RMT TEN Group shall prepare all Tax Returns in accordance the Final Allocation. In the event of any an adjustment to the earnings and profits, any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group Tax Attributebasis attribute, Remainco TFMC shall promptly notify RMT Partner TEN in writing of such adjustment. For the avoidance of doubt, TFMC shall not be liable to any member of the TEN Group for any failure of any determination under this Section 2.5(b) to be accurate under applicable Tax Law; provided such determination was made in good faith with reasonable communication and cooperation with TEN. (c) Except as otherwise provided herein, to the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Authority or Tax Proceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 3.07(a2.5(a), as agreed by the Parties, and the relevant Parties shall notify the other Parties of any such reduction or increase.

Apportionment of Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Remainco Aptiv Group and the members of the Spinco Delphi Technologies Group as determined in good faith by Remainco in accordance with the Code, Treasury Regulations, and any other applicable state, local or foreign Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, including pursuant to Section 3.07, Tax Attributes shall be allocated to the legal entity that created such Tax Attributes. (b) As promptly Except as practicable following provided in Section 3.07, on or before the close first anniversary of the taxable year in which the Spinco Distribution occursDate, Remainco Aptiv shall deliver to RMT Partner Delphi Technologies its determination in writing for RMT Partner’s review Remainco’s good faith determination of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group basis Tax Attribute which is allocated or apportioned to the members of the Spinco Delphi Technologies Group under applicable Tax Law and this Agreement (the “Proposed Allocation”). RMT Partner Delphi Technologies shall have sixty (60) days from its receipt of to review the Proposed Allocation to review and provide Remainco Aptiv any comments with respect thereto. Remainco Aptiv shall consider in good faith accept any such comments received from RMT Partner within such sixty (60) day periodthat are reasonable, and shall provide to RMT Partner a such resulting determination will become final allocation following the conclusion of such sixty (60) day period (the “Final Allocation”). All members of the Remainco Aptiv Group and RMT Delphi Technologies Group shall prepare all Tax Returns in accordance the Final Allocation. In the event of any an adjustment to the earnings and profits, any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group Tax Attributebasis attribute, Remainco Aptiv shall promptly notify RMT Partner Delphi Technologies in writing of such adjustment. For the avoidance of doubt, Aptiv shall not be liable to any member of the Delphi Technologies Group for any failure of any determination under this Section 3.06(b) to be accurate under applicable Tax Law; provided such determination was made in good faith. (c) Except as otherwise provided herein, to the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Authority or Tax Proceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 3.07(a)3.06(a) of this Agreement, as agreed by the Parties, and the relevant Parties shall notify the other Parties of any such reduction or increase.

Apportionment of Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Remainco SRC Group and the members of the Spinco SMTA Group as determined in good faith by Remainco in accordance with the Code, Treasury Regulations, and any other applicable state, local or foreign Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the taxpayer that created such Tax Attributes. (b) As promptly as practicable following On or before the close first anniversary of the taxable year in which the Spinco Distribution occursDate, Remainco SRC shall deliver to RMT Partner SMTA its determination in writing for RMT Partner’s review Remainco’s good faith determination of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group basis Tax Attribute which is allocated or apportioned to the members of the Spinco SMTA Group under applicable Tax Law and this Agreement (the “Proposed Allocation”). RMT Partner SMTA shall have sixty (60) days from its receipt of to review the Proposed Allocation to review and provide Remainco SRC any comments with respect thereto. Remainco SRC shall consider in good faith accept any such comments received from RMT Partner within such sixty (60) day periodthat are reasonable, and shall provide to RMT Partner a such resulting determination will become final allocation following the conclusion of such sixty (60) day period (the “Final Allocation”). All members of the Remainco SRC Group and RMT SMTA Group shall prepare all Tax Returns in accordance the Final Allocation. In the event of any an adjustment to the earnings and profits, any Tax Attributes, overall foreign loss Attributes or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group Tax Attributebasis attribute, Remainco SRC shall promptly notify RMT Partner SMTA in writing of such adjustment. For the avoidance of doubt, SRC shall not be liable to any member of the SMTA Group for any failure of any determination under this Section 3.5(b) to be accurate under applicable Tax Law; provided such determination was made in good faith. (c) Except as otherwise provided herein, to the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Authority or Tax Proceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 3.07(a)3.5(a) of this Agreement, as agreed by the Parties, and the relevant Parties shall notify the other Parties of any such reduction or increase.

Apportionment of Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Remainco SITC Group and the members of the Spinco CURB Group as determined in good faith by Remainco in accordance with the Code, Treasury Regulations, and any other applicable state, local or foreign Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the taxpayer that created such Tax Attributes. (b) As promptly as practicable following On or before the close first anniversary of the taxable year in which the Spinco Distribution occursDate, Remainco SITC shall deliver to RMT Partner CURB its determination in writing for RMT Partner’s review Remainco’s good faith determination of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group basis Tax Attribute which is allocated or apportioned to the members of the Spinco CURB Group under applicable Tax Law and this Agreement (the “Proposed Allocation”). RMT Partner CURB shall have sixty (60) days from its receipt of to review the Proposed Allocation to review and provide Remainco SITC any comments with respect thereto. Remainco SITC shall consider in good faith accept any such comments received from RMT Partner within such sixty (60) day periodthat are reasonable, and shall provide to RMT Partner a such resulting determination will become final allocation following the conclusion of such sixty (60) day period (the “Final Allocation”). All members of the Remainco SITC Group and RMT CURB Group shall prepare all Tax Returns in accordance the Final Allocation. In the event of any an adjustment to the earnings and profits, any Tax Attributes, overall foreign loss Attributes or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group Tax Attributebasis attribute, Remainco SITC shall promptly notify RMT Partner CURB in writing of such adjustment. For the avoidance of doubt, SITC shall not be liable to any member of the CURB Group for any failure of any determination under this Section 3.5(b) to be accurate under applicable Tax Law; provided such determination was made in good faith. (c) Except as otherwise provided herein, to the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Authority or Tax Proceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 3.07(a)3.5(a) of this Agreement, as agreed by the Parties, and the relevant Parties shall notify the other Parties of any such reduction or increase.

Apportionment of Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes Attribute will inure to) the members of the Remainco HoldCo Group and the members of the Spinco SpinCo Group as determined in good faith by Remainco in accordance with HoldCo’s historical practice (except as otherwise required by applicable Tax Law), the Code, Treasury Regulations, and any other applicable state, local or foreign Tax and non-U.S. Law, as determined by HoldCo in its reasonable discretion and consistent with Past Practice, as applicable. (b) As promptly as practicable following the close of the taxable year HoldCo shall in which the Spinco Distribution occurs, Remainco shall deliver good faith (and without being required to RMT Partner undertake an attribute or similar study) advise SpinCo in writing for RMT Partner’s review Remainco’s good faith determination of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combinedcombined or unitary attribute, unitary, fiscal unity or other similar group Tax Attribute which is shall be allocated or apportioned to the members of the Spinco SpinCo Group under applicable Law. HoldCo shall consult in good faith with SpinCo regarding such allocation of Tax Law Attributes and this Agreement (the “Proposed Allocation”). RMT Partner shall have sixty (60) days from its receipt of the Proposed Allocation determinations as to review basis and provide Remainco any comments with respect thereto. Remainco valuation, and shall consider in good faith any reasonable comments timely received from RMT Partner within SpinCo. In the event that SpinCo disagrees with any such sixty determination, HoldCo and SpinCo shall endeavor in good faith to resolve such disagreement, and, failing that, the allocations and apportionments under this Section 2.6(b) shall be determined in accordance with the dispute resolution provisions of Article XI as promptly as practicable. To the extent applicable Law requires any member of the HoldCo Group to make a payment to a member of the SpinCo Group, or any member of the SpinCo Group to make a payment to a member of the HoldCo Group, with respect to any Tax Attribute, or other consolidated, combined or unitary attribute, as a result of the Spin-Off, such payment shall be made in accordance with the provisions of this Agreement. (60c) day period, and shall provide to RMT Partner a final allocation following the conclusion of such sixty (60) day period (the “Final Allocation”). All members of the Remainco HoldCo Group and RMT SpinCo Group shall prepare all Tax Returns and compute all Taxes for Post-Distribution Periods in accordance with the final allocation of Tax Attributes delivered under Section 2.6(b), except as otherwise required by a Final AllocationDetermination. In the event of any an adjustment to the earnings and profits, any Tax AttributesAttribute as a result of a Final Determination, overall foreign loss HoldCo or other affiliatedSpinCo, consolidatedas applicable, combined, unitary, fiscal unity or other similar group Tax Attribute, Remainco shall promptly notify RMT Partner the other Party in writing of such adjustment. (c) Except as otherwise provided herein, to and the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Authority or Tax Proceeding, such reduction or increase in Tax Attributes shall be allocated to the Party to which such Tax Attribute was initially allocated pursuant to this Section 3.07(a)2.6 and, as agreed if necessary, an appropriate adjustment payment shall be made by the Partiesapplicable Party, and the relevant Parties shall notify consistent with the other Parties provisions of this Agreement. (d) For the avoidance of doubt, HoldCo shall not be liable to any member of the SpinCo Group for any failure of any determination under this Section 2.6 to be accurate under applicable Tax Law, provided such reduction or increasedetermination was made in good faith.

Apportionment of Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Remainco CBS Group and the members of the Spinco Radio Group as determined in good faith by Remainco in accordance with the Code, Treasury Regulations, and any other applicable state, local or foreign Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement (including Schedule 3.07(a) hereto), Tax Attributes shall be allocated to the legal entity that created such Tax Attributes. (b) As promptly as practicable following On or before the close first anniversary of the taxable year in which the Spinco Distribution occursDate, Remainco CBS shall deliver to RMT Partner Acquiror its determination in writing for RMT Partner’s review Remainco’s good faith determination of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group Tax Attribute which is allocated or apportioned to the members of the Spinco Group under applicable Tax Law and this Agreement (the “Proposed Allocation”). RMT Partner shall have sixty (60) days from its receipt of the Proposed Allocation to review and provide Remainco any comments with respect thereto. Remainco shall consider in good faith any comments received from RMT Partner within such sixty (60) day period, and shall provide to RMT Partner a final allocation following the conclusion of such sixty (60) day period (the “Final Allocation”). All members of the Remainco Group and RMT Group shall prepare all Tax Returns in accordance the Final Allocation. In the event of any adjustment to the earnings and profits, any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group basis Tax AttributeAttribute which is allocated or apportioned to the members of the Radio Group under applicable Tax Law and this Agreement (the “Proposed Allocation”). Acquiror shall have 60 days to review the Proposed Allocation and provide CBS any comments with respect thereto. If Acquiror either provides no comments or provides comments to which CBS agrees in writing, Remainco such resulting determination will become final (the “Final Allocation”). If Acquiror provides comments to the Proposed Allocation and CBS does not agree, the Final Allocation (or such portion(s) of the Final Allocation as to which the Parties do not agree) will be determined by a neutral accounting firm reasonably acceptable to the Parties (the “Accounting Firm”). The Accounting Firm shall resolve the dispute according to such procedures as the Accounting Firm deems advisable and shall furnish written notice to the Parties of its resolution of any such dispute as soon as practicable, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Accounting Firm shall be consistent with the terms of this Agreement, and, if so consistent, shall be conclusive on the Parties and shall be the Final Allocation (or shall replace the disputed portion(s) of the Final Allocation, as applicable). In accordance with Article 15, each Party shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Accounting Firm, and all fees and expenses of the Accounting Firm in connection with such referral shall be shared equally by the Companies. All members of the CBS Group, Acquiror Group and Radio Group shall prepare all Tax Returns in accordance the Final Allocation. In the event of an adjustment to any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis attribute, CBS shall promptly notify RMT Partner Acquiror in writing of such adjustment. For the avoidance of doubt, CBS shall not be liable to any member of the Acquiror Group or Radio Group for any failure of any determination under this Section 3.07(b) to be accurate under applicable Tax Law, provided such determination was made in good faith. (c) Except as otherwise provided herein, to To the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Authority or Tax Proceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 3.07(a), as agreed by the Parties, and the relevant Parties shall notify the other Parties of any such reduction or increase.

Apportionment of Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Remainco DDR Group and the members of the Spinco RVI Group as determined in good faith by Remainco in accordance with the Code, Treasury Regulations, and any other applicable state, local or foreign Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the taxpayer that created such Tax Attributes. (b) As promptly as practicable following On or before the close first anniversary of the taxable year in which the Spinco Distribution occursDate, Remainco DDR shall deliver to RMT Partner RVI its determination in writing for RMT Partner’s review Remainco’s good faith determination of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group basis Tax Attribute which is allocated or apportioned to the members of the Spinco RVI Group under applicable Tax Law and this Agreement (the “Proposed Allocation”). RMT Partner RVI shall have sixty (60) days from its receipt of to review the Proposed Allocation to review and provide Remainco DDR any comments with respect thereto. Remainco DDR shall consider in good faith accept any such comments received from RMT Partner within such sixty (60) day periodthat are reasonable, and shall provide to RMT Partner a such resulting determination will become final allocation following the conclusion of such sixty (60) day period (the “Final Allocation”). All members of the Remainco DDR Group and RMT RVI Group shall prepare all Tax Returns in accordance the Final Allocation. In the event of any an adjustment to the earnings and profits, any Tax Attributes, overall foreign loss Attributes or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group Tax Attributebasis attribute, Remainco DDR shall promptly notify RMT Partner RVI in writing of such adjustment. For the avoidance of doubt, DDR shall not be liable to any member of the RVI Group for any failure of any determination under this Section 3.5(b) to be accurate under applicable Tax Law; provided such determination was made in good faith. (c) Except as otherwise provided herein, to the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Authority or Tax Proceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 3.07(a)3.5(a) of this Agreement, as agreed by the Parties, and the relevant Parties shall notify the other Parties of any such reduction or increase.

Apportionment of Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes Attribute will inure to) the members of the Remainco Moon Group and the members of the Spinco SpinCo Group as determined in good faith by Remainco in accordance with Moon’s historical practice (except as otherwise required by applicable Tax Law), the Code, Treasury Regulations, and any other applicable state, local or foreign Tax and non-U.S. Law, as determined by Moon in its reasonable discretion and consistent with Past Practice, as applicable. (b) As promptly as practicable following the close of the taxable year Moon shall in which the Spinco Distribution occurs, Remainco shall deliver good faith (and without being required to RMT Partner undertake an attribute or similar study) advise Clover in writing for RMT Partner’s review Remainco’s good faith determination of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combinedcombined or unitary attribute, unitary, fiscal unity or other similar group Tax Attribute which is shall be allocated or apportioned to the members of the Spinco SpinCo Group under applicable Law. Moon shall consult in good faith with SpinCo regarding such allocation of Tax Law Attributes and this Agreement (the “Proposed Allocation”). RMT Partner shall have sixty (60) days from its receipt of the Proposed Allocation determinations as to review basis and provide Remainco any comments with respect thereto. Remainco valuation, and shall consider in good faith any reasonable comments timely received from RMT Partner within SpinCo. In the event that Clover disagrees with any such sixty (60determination, Moon and Clover shall endeavor in good faith to resolve such disagreement, and, failing that, the allocations and apportionments under this Section 2.6(b) day periodshall be determined in accordance with the dispute resolution provisions of Article XI as promptly as practicable. To the extent applicable Law requires any member of the Moon Group to make a payment to a member of the SpinCo Group, or any member of the SpinCo Group to make a payment to a member of the Moon Group, with respect to any Tax Attribute, or other consolidated, combined or unitary attribute, as a result of the Separation Transactions, such payment shall be made in accordance with the provisions of this Agreement; provided, however that if any such payment is made by a member of the Moon Group to a member of the SpinCo Group, a corresponding payment of an equal amount shall be made by the SpinCo Borrower to Moon LuxCo, and if any such payment is made by a member of the SpinCo Group to a member of the Moon Group, a corresponding payment of an equal amount shall provide be made by Moon LuxCo to RMT Partner a final allocation following the conclusion of such sixty SpinCo Borrower. (60c) day period (the “Final Allocation”). All members of the Remainco Moon Group, SpinCo Group and RMT Clover Group shall prepare all Tax Returns and compute all Taxes for Post-Distribution Periods in accordance with the final allocation of Tax Attributes delivered under Section 2.6(b), except as otherwise required by a Final AllocationDetermination. In the event of any an adjustment to the earnings and profits, any Tax AttributesAttribute as a result of a Final Determination, overall foreign loss Moon or other affiliatedSpinCo, consolidatedas applicable, combined, unitary, fiscal unity or other similar group Tax Attribute, Remainco shall promptly notify RMT Partner the other Party in writing of such adjustment. (c) Except as otherwise provided herein, to and the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Authority or Tax Proceeding, such reduction or increase in Tax Attributes shall be allocated to the Party to which such Tax Attribute was initially allocated pursuant to this Section 3.07(a)2.6 and, as agreed if necessary, an appropriate adjustment payment shall be made by the Partiesapplicable Party, and the relevant Parties shall notify consistent with the other Parties provisions of this Agreement. (d) For the avoidance of doubt, Moon shall not be liable to any member of the SpinCo Group or Clover Group for any failure of any determination under this Section 2.6 to be accurate under applicable Tax Law, provided such reduction or increasedetermination was made in good faith.

Apportionment of Tax Attributes. (a) Any Tax Attributes arising in a Pre-Distribution IPO Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Remainco Parent Group and the members of the Spinco Solta Group as determined in good faith by Remainco in accordance with the Code, Treasury Regulations, Parent’s historical practice (including historical methodologies for making corporate allocations) and any other applicable state, local or foreign Applicable Tax Law, as determined by Parent in its sole discretion. (b) As promptly Upon receipt of a written request from Solta, Parent shall in good faith, based on information reasonably available to it, advise Solta in writing, as soon as reasonably practicable following after the close of the taxable year relevant Taxable period in which the Spinco Distribution IPO occurs, Remainco shall deliver to RMT Partner in writing for RMT Partnerof Parent’s review Remainco’s good faith determination estimate of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group Tax Attribute Attributes identified in such written request which Parent determines is expected to be allocated or apportioned to the members of the Spinco Solta Group under applicable Applicable Tax Law and this Agreement (the “Proposed Allocation”). RMT Partner shall have sixty (60) days from its receipt of the Proposed Allocation to review and provide Remainco any comments with respect thereto. Remainco shall consider in good faith any comments received from RMT Partner within such sixty (60) day period, and shall provide to RMT Partner a final allocation following the conclusion of such sixty (60) day period (the “Final Allocation”). All members of the Remainco Group and RMT Group shall prepare all Tax Returns in accordance the Final AllocationLaw. In the event of any adjustment to the earnings and profits, previously delivered estimate of any such Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group Tax Attribute, Remainco Parent shall promptly notify RMT Partner advise Solta in writing of such adjustment. For the avoidance of doubt, Parent shall not be liable to any member of the Solta Group for any failure of any determination under this Section 5(b) to be accurate under Applicable Tax Law, provided such determination was made in good faith. All members of the Solta Group shall prepare all Tax Returns in accordance with the written notices provided by Parent to Solta pursuant to this Section 5(b). (c) Except as otherwise provided herein, to the extent that the amount of any Tax Attribute allocated to members of the Parent Group or the Solta Group pursuant to Section 5(b) is later reduced or increased by a Tax Taxing Authority or as a result of a Tax Proceeding, such reduction or increase shall be allocated to the Party Company to which such Tax Attribute was allocated pursuant to this Section 3.07(a)5, as agreed determined by the Parties, and the relevant Parties shall notify the other Parties of any such reduction or increaseParent in good faith.

Apportionment of Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Remainco Colfax Group and the members of the Spinco ESAB Group as determined in good faith by Remainco in accordance with the Code, Treasury Regulations, and any other applicable state, local or foreign Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributes. (b) As promptly as practicable following the close of the taxable year in which the Spinco Distribution occursOn or before December 31, Remainco 2022, Colfax shall deliver to RMT Partner ESAB its determination in writing for RMT Partner’s review Remainco’s good faith determination of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group basis Tax Attribute which is allocated or apportioned to the members of the Spinco ESAB Group under applicable Tax Law and this Agreement (the “Proposed Allocation”). RMT Partner ESAB shall have sixty (60) days from its receipt of to review the Proposed Allocation to review and provide Remainco Colfax any comments with respect thereto. Remainco Colfax shall consider in good faith accept any such comments received from RMT Partner within such sixty (60) day periodthat are reasonable, and shall provide to RMT Partner a such resulting determination will become final allocation following the conclusion of such sixty (60) day period (the “Final Allocation”). All members of the Remainco Colfax Group and RMT ESAB Group shall prepare all Tax Returns in accordance with the Final Allocation. In the event of any an adjustment to the earnings and profits, any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group Tax Attributebasis attribute, Remainco Colfax shall promptly notify RMT Partner ESAB in writing of such adjustment. For the avoidance of doubt, Colfax shall not be liable to any member of the ESAB Group for any failure of any determination under this Section 3.06(b) to be accurate under applicable Tax Law; provided such determination was made in good faith. (c) Except as otherwise provided herein, to the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Authority or Tax Proceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 3.07(a)3.06(a) of this Agreement, as agreed by the Parties, and the relevant Parties shall notify the other Parties of any such reduction or increase.

Apportionment of Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Remainco CBS Group and the members of the Spinco Radio Group as determined in good faith by Remainco in accordance with the Code, Treasury Regulations, and any other applicable state, local or foreign Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement (including Schedule 3.07(a) hereto), Tax Attributes shall be allocated to the legal entity that created such Tax Attributes. (b) As promptly as practicable following On or before the close first anniversary of the taxable year in which the Spinco Distribution occursDate, Remainco CBS shall deliver to RMT Partner Acquiror its determination in writing for RMT Partner’s review Remainco’s good faith determination of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group Tax Attribute which is allocated or apportioned to the members of the Spinco Group under applicable Tax Law and this Agreement (the “Proposed Allocation”). RMT Partner shall have sixty (60) days from its receipt of the Proposed Allocation to review and provide Remainco any comments with respect thereto. Remainco shall consider in good faith any comments received from RMT Partner within such sixty (60) day period, and shall provide to RMT Partner a final allocation following the conclusion of such sixty (60) day period (the “Final Allocation”). All members of the Remainco Group and RMT Group shall prepare all Tax Returns in accordance the Final Allocation. In the event of any adjustment to the earnings and profits, any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group basis Tax AttributeAttribute which is allocated or apportioned to the members of the Radio Group under applicable Tax Law and this Agreement (the “Proposed Allocation”). Acquiror shall have 60 days to review the Proposed Allocation and provide CBS any comments with respect thereto. If Acquiror either provides no comments or provides comments to which CBS agrees in writing, Remainco such resulting determination will become final (the “Final Allocation”). If Acquiror provides Table of Contents comments to the Proposed Allocation and CBS does not agree, the Final Allocation (or such portion(s) of the Final Allocation as to which the Parties do not agree) will be determined by a neutral accounting firm reasonably acceptable to the Parties (the “Accounting Firm”). The Accounting Firm shall resolve the dispute according to such procedures as the Accounting Firm deems advisable and shall furnish written notice to the Parties of its resolution of any such dispute as soon as practicable, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Accounting Firm shall be consistent with the terms of this Agreement, and, if so consistent, shall be conclusive on the Parties and shall be the Final Allocation (or shall replace the disputed portion(s) of the Final Allocation, as applicable). In accordance with Article 15, each Party shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Accounting Firm, and all fees and expenses of the Accounting Firm in connection with such referral shall be shared equally by the Companies. All members of the CBS Group, Acquiror Group and Radio Group shall prepare all Tax Returns in accordance the Final Allocation. In the event of an adjustment to any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis attribute, CBS shall promptly notify RMT Partner Acquiror in writing of such adjustment. For the avoidance of doubt, CBS shall not be liable to any member of the Acquiror Group or Radio Group for any failure of any determination under this Section 3.07(b) to be accurate under applicable Tax Law, provided such determination was made in good faith. (c) Except as otherwise provided herein, to To the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Authority or Tax Proceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 3.07(a), as agreed by the Parties, and the relevant Parties shall notify the other Parties of any such reduction or increase.

Apportionment of Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Remainco Realty Income Group and the members of the Spinco Orion Group as determined in good faith by Remainco in accordance with the Code, Treasury Regulations, and any other applicable state, local or foreign Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributes. (b) As promptly as practicable following On or before the close first anniversary of the taxable year in which the Spinco Distribution occursDate, Remainco Realty Income shall deliver to RMT Partner Orion its determination in writing for RMT Partner’s review Remainco’s good faith determination of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group basis Tax Attribute which is allocated or apportioned to the members of the Spinco Orion Group under applicable Tax Law and this Agreement (the “Proposed Allocation”). RMT Partner Orion shall have sixty (60) days from its receipt of to review the Proposed Allocation to review and provide Remainco Realty Income any comments with respect thereto. Remainco Realty Income shall consider in good faith accept any such comments received from RMT Partner within such sixty (60) day periodthat are reasonable, and shall provide to RMT Partner a such resulting determination will become final allocation following the conclusion of such sixty (60) day period (the “Final Allocation”). All members of the Remainco Realty Income Group and RMT Orion Group shall prepare all Tax Returns in accordance with the Final Allocation. In the event of any an adjustment to the earnings and profits, any Tax Attributes, overall foreign loss Attributes or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group Tax Attributebasis attribute, Remainco Realty Income shall promptly notify RMT Partner Orion in writing of such adjustment. For the avoidance of doubt, Realty Income shall not be liable to any member of the Orion Group for any failure of any determination under this Section 3.5(b) to be accurate under applicable Tax Law; provided such determination was made in good faith. (c) Except as otherwise provided herein, to the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Authority or Tax ProceedingContest, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 3.07(a)3.5(a) of this Agreement, as agreed by the Parties, and the relevant Parties shall notify the other Parties of any such reduction or increase.

Apportionment of Tax Attributes. (ai) Tax Attributes arising If the GM Consolidated Group has a consolidated net operating loss, a consolidated net capital loss, a consolidated unused investment credit, a consolidated unused foreign tax credit or a consolidated excess charitable contribution (as such terms are used in Treasury Regulation Section 1.1502-79) that arises in a Pre-Distribution Taxable Period will (including the taxable period in which the Distribution Date occurs) and can be allocated carried to (and a taxable period ending after the benefits and burdens Distribution Date, the portion, if any, of such Tax Attributes will inure to) the members Attribute which shall be apportioned to Xxxxxx or any member of the Remainco Xxxxxx Group and treated as a carryover to the members first Post-Distribution Taxable Period of the Spinco Group as Xxxxxx (or such member) shall be determined in good faith by Remainco in accordance with the CodeTreasury Regulation Section 1.1502-79; provided, Treasury Regulationshowever, and any other applicable state, local or foreign Tax Law. (b) As promptly as practicable following the close of the taxable year in which the Spinco Distribution occurs, Remainco shall deliver to RMT Partner in writing for RMT Partner’s review Remainco’s good faith determination of that the portion, if any, of any consolidated unused foreign tax credit which shall be apportioned to Xxxxxx or such member shall be determined separately with respect to each of the items of income listed in Section 904(d) of the Code. (ii) No consolidated U.S. federal Income Tax attribute of the GM Consolidated Group, other than those described in Section 6.d(i) hereof (including, but not limited to, any minimum tax credit or general business credit but excluding tax basis and earnings and profits), Tax Attributes, overall foreign loss or other affiliated, and no consolidated, combined, unitary, fiscal unity combined or other similar group unitary state or local Income Tax Attribute which is allocated or attribute arising in respect of a Combined Return shall be apportioned to the members Xxxxxx or any member of the Spinco Group under applicable Tax Law and this Agreement Xxxxxx Group, except as GM (the “Proposed Allocation”). RMT Partner shall have sixty (60) days from its receipt or such member of the Proposed Allocation GM Group as GM shall designate) determines is otherwise required under the provisions of applicable law; provided, that any credits which are earned by a member of the Xxxxxx Group for purposes of the Arizona Corporate Income Tax in a Post-Distribution Taxable Period by reason of the continuation of an employee position in any Post- Distribution Taxable Period shall not be deemed to review have arisen in respect of a Combined Return even though such position was created prior to the Distribution Date; and provide Remainco provided further, that any comments such credits which are earned in a Pre- Distribution Taxable Period by reason of the creation or continuation of an employee position in a Pre-Distribution Taxable Period and which are carried forward to a Post-Distribution Taxable Period shall not be considered to have been earned in a Post-Distribution Taxable Period. (iii) GM (or its designee) shall determine the portion, if any, of any Tax Attribute, which must be apportioned to Xxxxxx or to any member of the Xxxxxx Group in accordance with respect thereto. Remainco shall consider in good faith any comments received from RMT Partner within such sixty (60) day period, this Section 6.d and applicable law and shall provide to RMT Partner a final allocation following the conclusion of such sixty (60) day period (the “Final Allocation”). All members written notice of the Remainco Group and RMT Group shall prepare all Tax Returns in accordance calculation thereof to Xxxxxx as soon as practicable after the Final Allocation. In the event of any adjustment information necessary to the earnings and profits, any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other similar group Tax Attribute, Remainco shall promptly notify RMT Partner in writing of make such adjustmentcalculation becomes available to GM. (civ) Except Xxxxxx shall prepare or cause to be prepared and file or cause to be filed all Income Tax Returns for which it is responsible under this Agreement so as otherwise provided hereinto take into account, to the extent that permitted by applicable law, any Tax Attribute apportioned to Xxxxxx or any member of the Xxxxxx Group as calculated pursuant to Section 6.d(iii) hereof. Until such time as any such Tax Attribute has been utilized by Xxxxxx or any member of the Xxxxxx Group (or would have been so utilized had Xxxxxx complied with the requirements of the previous sentence), Xxxxxx shall, in connection with each Income Tax Return filed by or on behalf of a member of the Xxxxxx Group, provide GM with a statement, signed by Xxxxxx' chief financial officer and certified by Xxxxxx' independent accounting firm, setting forth in reasonable detail a calculation of the extent to which any such Tax Attribute was utilized on such Income Tax Return (or would have been so utilized had Xxxxxx complied with the requirements of the previous sentence). (v) If any Tax Attribute is carried forward to an Income Tax Return of Xxxxxx or any other member of the Xxxxxx Post-Merger Group for any Post-Distribution Taxable Period or the portion of any Straddle Period beginning after the Distribution Date, Xxxxxx shall pay to GM (or its designee) the amount of any Income Tax Benefit Actually Realized by a member of the Xxxxxx Post- Merger Group as a result of the carryover of such Tax Attribute, including interest (computed at the Overpayment Rate) from the original due date (without extensions) of the Income Tax Return for the taxable period in which such Income Tax Benefit is Actually Realized through the date of payment under this Section 6.d(v) (but without duplication of the amount of interest, if any, included in the Income Tax Benefit Actually Realized); provided, however, that the failure of Xxxxxx to comply with the requirements of the first sentence of Section 6.d(iv) hereof shall not relieve Xxxxxx of the obligation to make the payment that it would be required to make pursuant to this Section 6.d(v) were Xxxxxx to have complied with such requirements. (vi) If there is a Final Determination that results in any change to or adjustment of the portion of any Tax Attribute is later reduced which shall have been apportioned to Xxxxxx or increased by a Tax Authority or Tax Proceeding, such reduction or increase shall be allocated to any member of the Party to which such Tax Attribute was allocated Xxxxxx Group pursuant to this Section 3.07(a6.d, then GM (or its designee) shall make a payment to Xxxxxx, or Xxxxxx shall make a payment to GM (or its designee), as agreed by may be necessary to adjust the Parties, payments between Xxxxxx and GM (or its designee) to reflect the relevant Parties shall notify payments that would have been made under Section 6.d(v) had the other Parties adjusted amount of any such reduction or increasethe Tax Attribute been taken into account in computing the payments due under Section 6.d(v) hereof.