Common use of Apportionment of Tax Attributes Clause in Contracts

Apportionment of Tax Attributes. (a) Subject to Exhibit B, ParentCo may determine in good faith the amount of any Tax Attributes arising in a Pre-Distribution Period that shall be allocated or apportioned to the SpinCo Group under applicable Tax Law, or may provide SpinCo relevant information for making such determination, provided that this Section 3.7 shall not be construed as obligating ParentCo to undertake any such determination or provide any such information. SpinCo and all other members of the SpinCo Group shall prepare all Tax Returns in accordance with any such determination. SpinCo may request that ParentCo undertake a determination of the portion, if any, of any particular Tax Attribute to be allocated or apportioned to the SpinCo Group under applicable Tax Law. To the extent that ParentCo determines, in its sole and absolute discretion, not to undertake such determination, or does not otherwise advise SpinCo of its intention to undertake such determination within twenty (20) Business Days after the receipt of such request, SpinCo shall be permitted to undertake such determination at its own cost and expense and shall notify ParentCo of its determination, which determination shall not be binding upon ParentCo. (b) In the event that ParentCo does determine the allocation or apportionment of a Tax Attribute, and SpinCo disagrees with the determination, the dispute shall be addressed by Article XI with the proviso that if SpinCo disagrees with ParentCo’s calculation and wants to pursue its rights under Section 11.2, SpinCo must provide written notice within forty-five (45) days of its receipt of ParentCo’s calculation. SpinCo agrees that if it does not exercise its rights under Article XI, SpinCo shall not subsequently dispute or take a position contrary to ParentCo’s allocation or apportionment of Tax Attributes. Notwithstanding anything to the contrary contained herein, for the avoidance of doubt, ParentCo shall bear no liability to SpinCo for determinations made by ParentCo pursuant to this Section 3.7 if any such determination shall be found or asserted to be inaccurate. If the amount of any Tax Attribute is later increased or reduced as a result of a Final Determination, such increase or reduction shall be allocated to the Entity to which such Tax Attribute was allocated pursuant to this Section 3.7.

Apportionment of Tax Attributes. (a) Subject to Exhibit BExcept as provided in paragraph (b), Manitowoc ParentCo may determine in good faith advise SpinCo in writing of the amount amount, if any, of any Tax Attributes arising Attributes, which Manitowoc ParentCo determines, in a Pre-Distribution Period that its sole and absolute discretion, shall be allocated or apportioned to the SpinCo Group under applicable Tax Lawlaw, or may provide SpinCo relevant information for making such determinationdetermination on an as-is basis, provided that this Section 3.7 3.7(a) shall not be construed as obligating Manitowoc ParentCo to undertake any such determination or provide any such information. For the avoidance of doubt, Manitowoc ParentCo makes no representation or warranty as to the accuracy or completeness of any such determination or information. SpinCo and all other members of the SpinCo Group shall prepare all Tax Returns in accordance with any such determination. SpinCo may request that Manitowoc ParentCo undertake a determination of the portion, if any, of any particular Tax Attribute to be allocated or apportioned to the SpinCo Group under applicable Tax Law. To law; to the extent that Manitowoc ParentCo determines, in its sole and absolute discretion, not to undertake such determination, or does not otherwise advise SpinCo of its intention to undertake such determination within twenty (20) Business Days after of the receipt of such request, SpinCo shall be permitted to undertake such determination at its own cost and expense and shall notify Manitowoc ParentCo of its determination, which determination shall not be binding upon Manitowoc ParentCo. (b) . In the event that Manitowoc ParentCo does determine the allocation or apportionment of a Tax Attribute, Attribute and SpinCo disagrees with the determination, the dispute shall be addressed by Article XI with the proviso that if SpinCo disagrees with Manitowoc ParentCo’s calculation and wants to pursue its rights under Section 11.2, SpinCo it must provide written notice within forty-five (45) days of its receipt of Manitowoc ParentCo’s calculation. SpinCo agrees that if it does not exercise its rights under Article XI, SpinCo it shall not subsequently dispute or take a position contrary to Manitowoc ParentCo’s allocation or apportionment of Tax Attributes. Notwithstanding anything to the contrary contained herein, for the avoidance of doubt, Manitowoc ParentCo shall bear no liability to SpinCo for determinations made by Manitowoc ParentCo pursuant to this Section 3.7 3.7(a) if any such determination shall be found or asserted to be inaccurate. If the amount . (b) Manitowoc ParentCo shall provide SpinCo with a calculation of any Tax Attribute overall foreign loss (within the meaning of Section 904(f)(2) of the Code) or separate limitation loss (within the meaning of Section 904(f)(5)(E)(iii) of the Code) allocable to any member of the SpinCo Group within six (6) months following the month in which the Distribution occurs or November 30, 2016, whichever is later increased or reduced as a result of a Final Determination, such increase or reduction later. SpinCo shall have thirty (30) days to review and comment on Manitowoc ParentCo’s computation. Any dispute shall be allocated addressed by Article XI, with the proviso that if SpinCo disagrees with Manitowoc ParentCo’s calculation and wants to the Entity to which such Tax Attribute was allocated pursuant to this pursue its rights under Section 3.711.2, it must provide written notice within forty-five days of its receipt of Manitowoc ParentCo’s calculation.

Apportionment of Tax Attributes. (a) Subject to Exhibit B, ParentCo may determine in good faith the amount of any Tax Attributes arising in a Pre-Distribution Period that shall will be allocated or apportioned to (and the SpinCo benefits and burdens of such Tax Attributes will inure to) the members of the Citrix Group under applicable Tax Law, or may provide SpinCo relevant information for making such determination, provided that this Section 3.7 shall not be construed as obligating ParentCo to undertake any such determination or provide any such information. SpinCo and all other the members of the SpinCo Group shall prepare all Tax Returns in accordance with the Code, Treasury Regulations, and any other applicable 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 determination. SpinCo may request that ParentCo undertake a Tax Attributes. (b) On or before the first anniversary of the Distribution Date, Citrix shall deliver to RMT Parent its determination in writing of the portion, if any, of any particular earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis Tax Attribute to be which is allocated or apportioned to the members of the SpinCo Group under applicable Tax LawLaw and this Agreement (“Proposed Allocation”). To RMT Parent shall have sixty (60) days to review the extent that ParentCo determinesProposed Allocation and provide Citrix any comments with respect thereto. If RMT Parent either provides no comments or provides comments to which Citrix agrees in writing, in its sole such resulting determination will become final (“Final Allocation”). If RMT Parent provides comments to the Proposed Allocation and absolute discretion, not to undertake such determination, or Citrix does not otherwise advise SpinCo agree, the Final Allocation will be determined in accordance with Section 13. All members of its intention to undertake such determination within twenty (20) Business Days after the receipt of such request, SpinCo Citrix Group and LogMeIn Group shall be permitted to undertake such determination at its own cost and expense and shall notify ParentCo of its determination, which determination shall not be binding upon ParentCo. (b) prepare all Tax Returns in accordance the Final Allocation. In the event that ParentCo does determine of an adjustment to the allocation or apportionment of a Tax Attributeearnings and profits, and SpinCo disagrees with the determination, the dispute shall be addressed by Article XI with the proviso that if SpinCo disagrees with ParentCo’s calculation and wants to pursue its rights under Section 11.2, SpinCo must provide written notice within forty-five (45) days of its receipt of ParentCo’s calculation. SpinCo agrees that if it does not exercise its rights under Article XI, SpinCo shall not subsequently dispute or take a position contrary to ParentCo’s allocation or apportionment of any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis attribute, Citrix shall promptly notify RMT Parent in writing of such adjustment. Notwithstanding anything to the contrary contained herein, for For the avoidance of doubt, ParentCo Citrix shall bear no liability not be liable to SpinCo any member of the LogMeIn Group for determinations made by ParentCo pursuant to any failure of any determination under this Section 3.7 if any 3.08(b) to be accurate under applicable Tax Law; provided such determination shall be found or asserted was made in good faith. (c) Except as otherwise provided herein, to be inaccurate. If the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Authority or reduced as a result of a Final DeterminationTax Proceeding, such reduction or increase or reduction shall be allocated to the Entity Party to which such Tax Attribute was allocated pursuant to this Section 3.73.08(a), as agreed by the Parties.

Apportionment of Tax Attributes. (a) Subject to Exhibit B, ParentCo may Remainco shall reasonably determine in good faith faith, and advise Spinco in writing of, the amount of any Tax Attributes arising in a Pre-Distribution Period that shall be allocated or apportioned to the SpinCo Spinco Group under applicable Tax Law, or may provide SpinCo . The Remainco Group and the Spinco Group (to the extent the relevant information for making such determination, has been provided that to the Spinco Group under this Section 3.7 shall not be construed as obligating ParentCo 3.07) agree to undertake any such determination or provide any such information. SpinCo and compute all other members of Taxes for Post-Distribution Periods consistently with the SpinCo Group shall prepare all Tax Returns in accordance with any such determination. SpinCo may request that ParentCo undertake a determination of the portion, if any, allocation of any particular Tax Attribute Attributes pursuant to be allocated or apportioned to the SpinCo Group under applicable Tax Lawthis Section 3.07 unless otherwise required by a Final Determination. To the extent that ParentCo determines, in its sole and absolute discretion, not to undertake such determination, or does not otherwise advise SpinCo of its intention to undertake such determination within twenty (20) Business Days after the receipt of such request, SpinCo shall be permitted to undertake such determination at its own cost and expense and shall notify ParentCo of its determination, which determination shall not be binding upon ParentCo. (b) In the event that ParentCo does determine the allocation or apportionment of a Tax Attribute, and SpinCo disagrees with the determination, the dispute shall be addressed by Article XI with the proviso that if SpinCo disagrees with ParentCo’s calculation and wants to pursue its rights under Section 11.2, SpinCo must provide written notice within forty-five (45) days of its receipt of ParentCo’s calculation. SpinCo agrees that if it does not exercise its rights under Article XI, SpinCo shall not subsequently dispute or take a position contrary to ParentCo’s allocation or apportionment of Tax Attributes. Notwithstanding anything to the contrary contained herein, for the avoidance of doubt, ParentCo shall bear no liability to SpinCo for determinations made by ParentCo pursuant to this Section 3.7 if any such determination shall be found or asserted to be inaccurate. If the amount of any Tax Attribute is later reduced or increased or reduced as a result of a Final Determination, such reduction or increase or reduction shall be allocated to the Entity Party to which such Tax Attribute was allocated pursuant to this Section 3.73.07. Remainco agrees to consult with Spinco regarding such allocation prior to the filing of any affected Tax Return regarding such allocation and consider in good faith any comments by Spinco on such allocation. (b) Sixty (60) days after the filing of Remainco’s U.S. federal income Tax Return for the tax year in which the Spinco Distribution occurs, Remainco shall deliver to RMT Partner its determination in writing of the portion, if any, of any U.S. federal income Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis U.S. federal income Tax Attribute which is allocated or apportioned to the members of the Spinco Group under applicable Tax Law and this Agreement (“Proposed Allocation”). RMT Partner shall have sixty (60) days to review the Proposed Allocation and provide Remainco any comments with respect thereto. If RMT Partner either provides no comments or provides comments to which Remainco agrees in writing, such resulting determination will become final (“Final Allocation”). If RMT Partner provides comments to the Proposed Allocation and Remainco does not agree, the Final Allocation will be determined in accordance with Section 15. All members of the Remainco Group, Spinco Group and RMT Partner shall prepare all Tax Returns in accordance the Final Allocation. In the event of an adjustment to any such U.S. federal income Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis U.S. federal income attribute, Remainco shall promptly notify RMT Partner in writing of such adjustment. To the extent SpinCo requires any of the information described in this Section 3.07(b) to file any Tax Return prior to the date described in the first sentence of this Section 3.07(b), Remainco shall use commercially reasonable efforts to provide good faith estimates of such information to Spinco, within thirty (30) days of a written request by Spinco. For the avoidance of doubt, Remainco shall not be liable to any member of the Spinco 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) Notwithstanding anything to the contrary in this Agreement, Remainco shall not be obligated to undertake an “earnings and profits study” or similar determination, or provide information relating to earnings and profits for Spinco and Spinco Subsidiaries treated as domestic corporations for U.S. federal income tax purposes.

Apportionment of Tax Attributes. (a) Subject IP RemainCo shall use its best efforts, within ninety (90) Business Days following the close of the year of the Distribution, to Exhibit Badvise Product SpinCo in writing of the proposed amount, ParentCo may determine in good faith the amount if any, of any Tax Attributes arising in a Pre-Distribution Period that IP RemainCo reasonably determines shall be allocated or apportioned to the SpinCo Group under applicable Tax Law, or may provide SpinCo relevant information for making such determination, provided that this Section 3.7 shall not be construed as obligating ParentCo to undertake any such determination or provide any such information. SpinCo and all other members of the SpinCo Group shall prepare all Tax Returns in accordance with any such determination. SpinCo may request that ParentCo undertake a determination of the portion, if any, of any particular Tax Attribute to be allocated or apportioned to the Product SpinCo Group under applicable Tax Law. To Product SpinCo shall have sixty (60) Business Days to review and provide to IP RemainCo written comments on such allocation and apportionment after receipt thereof from IP RemainCo. The Tax departments of IP RemainCo and Product SpinCo shall negotiate in good faith to resolve any disagreements in respect of the extent that ParentCo determines, in its sole allocation and absolute discretion, not to undertake such determination, or does not otherwise advise SpinCo of its intention to undertake such determination apportionment within twenty thirty (2030) Business Days after the IP RemainCo’s receipt of any such requestwritten comments from Product SpinCo. If any such disagreements cannot be resolved within such thirty (30) Business Day period, SpinCo then such disagreements shall be permitted resolved in accordance with the provisions of Section 14. If Product SpinCo does not submit written comments to undertake such determination at its own cost IP RemainCo within Product SpinCo’s sixty (60) Business Day review and expense and shall notify ParentCo of its determinationcomment period described above, which determination shall not be binding upon ParentCo. (b) In the event that ParentCo does determine the allocation or and apportionment of a Tax AttributeAttributes as determined by IP RemainCo and delivered to Product SpinCo pursuant to the first sentence of this Section 3.07 shall be deemed final, and SpinCo disagrees with the determination, the dispute shall be addressed by Article XI with the proviso that if SpinCo disagrees with ParentCo’s calculation and wants to pursue its rights under Section 11.2, SpinCo must provide written notice within forty-five (45) days of its receipt of ParentCo’s calculation. Product SpinCo agrees that if it does not exercise its rights under Article XI, SpinCo shall not subsequently dispute or take a position contrary to ParentCo’s such allocation or apportionment of Tax Attributesand apportionment. Notwithstanding anything to the contrary contained herein, for the avoidance of doubt, ParentCo IP RemainCo shall bear no liability to Product SpinCo for determinations made by ParentCo IP RemainCo pursuant to this Section 3.7 3.07(a) if any such determination shall be found or asserted to be inaccurate. If . (b) In the amount of event there is an adjustment to any Tax Attribute Attributes reflected on a Tax Return relating to a Pre-Distribution Period that affects the apportionment or allocation of Tax Attributes as finally determined under Section 3.07(a), the Party whose Group made such adjustment (or is later increased or reduced party to a Tax Contest resulting in such adjustment) shall promptly notify the other Party of such adjustment, and the allocation and apportionment of Tax Attributes as a result finally determined under Section 3.07(a) shall be updated to take into account such adjustment. (c) IP RemainCo shall, and shall cause all members of the IP RemainCo Group to, and Product SpinCo shall, and shall cause all members of the Product SpinCo Group to, prepare and file all Tax Returns in accordance with the allocation and apportionment of Tax Attributes as finally determined under Section 3.07(a), and adjusted (if applicable) under Section 3.07(b), unless otherwise required pursuant to a Final Determination, such increase or reduction shall be allocated to the Entity to which such Tax Attribute was allocated pursuant to this Section 3.7.

Apportionment of Tax Attributes. (a) Subject Trinity shall use its best efforts, by December 31 of the year following the year of the Distribution, to Exhibit Badvise Arcosa in writing of the preliminary amount, ParentCo may determine in good faith the amount if any, of any Tax Attributes arising in a Pre-Distribution Period that Attributes, which Trinity reasonably determines shall be allocated or apportioned to the SpinCo Arcosa Group under applicable law. Arcosa shall have 60 Business Days to review and provide to Trinity written comments on such allocation and apportionment after receipt thereof from Trinity. The Tax Lawdepartments of Trinity and Arcosa shall negotiate in good faith to resolve any disagreements in respect of the allocation and apportionment within 30 Business Days after Trinity's receipt of any such written comments from Arcosa. If any such disagreements cannot be resolved within such 30 Business Day period, then such disagreements shall be resolved in accordance with the provisions of Section 13.02 through Section 13.04. If Arcosa does not submit written comments to Trinity within Arcosa's 60 Business Day review and comment period described above, the allocation and apportionment of Tax Attributes as determined by Trinity and delivered to Arcosa pursuant to the first sentence of this Section 3.08 shall be deemed final, subject to final adjustments upon the filing of the final Trinity Federal Consolidated Income Tax Returns that include the Arcosa Group, and Arcosa agrees that it shall not dispute such allocation and apportionment. For the avoidance of doubt, Trinity makes no representation or may provide SpinCo relevant information for making warranty as to the accuracy or completeness of any such determination, provided that this Section 3.7 shall not be construed as obligating ParentCo to undertake any such determination or provide any such information. SpinCo Trinity and all other members of the SpinCo Group Trinity Group, and Arcosa and all members of the Arcosa Group, shall prepare all Tax Returns in accordance with any such determination. SpinCo may request that ParentCo undertake a the final determination of the portionallocation and apportionment under this Section 3.08 (including, if anyapplicable, of any particular Tax Attribute to be allocated or apportioned under Section 13), absent a Final Determination to the SpinCo Group under contrary in respect of the applicable Tax Law. To the extent that ParentCo determines, in its sole and absolute discretion, not to undertake such determination, or does not otherwise advise SpinCo of its intention to undertake such determination within twenty (20) Business Days after the receipt of such request, SpinCo shall be permitted to undertake such determination at its own cost and expense and shall notify ParentCo of its determination, which determination shall not be binding upon ParentCo. (b) In the event that ParentCo does determine the allocation or apportionment of a Tax Attribute, and SpinCo disagrees with the determination, the dispute shall be addressed by Article XI with the proviso that if SpinCo disagrees with ParentCo’s calculation and wants to pursue its rights under Section 11.2, SpinCo must provide written notice within forty-five (45) days of its receipt of ParentCo’s calculation. SpinCo agrees that if it does not exercise its rights under Article XI, SpinCo shall not subsequently dispute or take a position contrary to ParentCo’s allocation or apportionment of Tax Attributes. Notwithstanding anything to the contrary contained herein, except in the case of payments for the avoidance of doubtwhich Trinity is responsible pursuant to Section 5.02, ParentCo Trinity shall bear no liability to SpinCo Arcosa for determinations made by ParentCo Trinity pursuant to this Section 3.7 3.08 if any such determination shall be found or asserted to be inaccurate. If the amount of any Tax Attribute is later increased or reduced as a result of a Final Determination, such increase or reduction shall be allocated to the Entity to which such Tax Attribute was allocated pursuant to this Section 3.7.

Apportionment of Tax Attributes. (a) Subject to Exhibit B, ParentCo may determine in good faith the amount of any Tax Attributes arising in a Pre-Distribution Tax Period that shall will be allocated or apportioned to (and the SpinCo benefits and burdens of such Tax Attributes will inure to) the members of the Company Group under and the members of the BTC Group in accordance with the Code, Treasury Regulations, and any other applicable Tax Law, and, in the absence of controlling legal authority or may provide SpinCo relevant information for making unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the taxpayer that created such determination, provided that this Section 3.7 shall not be construed as obligating ParentCo to undertake any such determination Tax Attributes. (b) On or provide any such information. SpinCo and all other members before the first anniversary of the SpinCo Group Distribution Date, Company shall prepare all Tax Returns deliver to BTC Spinco its determination in accordance with any such determination. SpinCo may request that ParentCo undertake a determination writing of the portion, if any, of any particular earnings and profits, Tax Attribute to be Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis Tax Attributes which are allocated or apportioned to the SpinCo BTC Group under applicable Tax LawLaw and this Agreement ("Proposed Allocation"); provided, however, that the Proposed Allocation shall not allocate or apportion amongst the members of the BTC Group, such allocation and apportionment amongst the members of the BTC Group to be determined by BTC Spinco. To the extent that ParentCo determines, in its sole and absolute discretion, not to undertake such determination, or does not otherwise advise SpinCo of its intention to undertake such determination within BTC Spinco shall have twenty (20) Business Days after days to review the receipt Proposed Allocation and provide Company any comments with respect thereto. Company shall consider in good faith any such comments that are reasonable, and such resulting determination will become final ("Final Allocation"). All members of such request, SpinCo the Company Group and BTC Group shall be permitted to undertake such determination at its own cost and expense and shall notify ParentCo of its determination, which determination shall not be binding upon ParentCo. (b) prepare all Tax Returns in accordance the Final Allocation. In the event that ParentCo does determine the allocation or apportionment of a Tax Attribute, and SpinCo disagrees with the determination, the dispute shall be addressed by Article XI with the proviso that if SpinCo disagrees with ParentCo’s calculation and wants to pursue its rights under Section 11.2, SpinCo must provide written notice within forty-five (45) days of its receipt of ParentCo’s calculation. SpinCo agrees that if it does not exercise its rights under Article XI, SpinCo shall not subsequently dispute or take a position contrary to ParentCo’s allocation or apportionment of Tax Attributes. Notwithstanding anything an adjustment to the contrary contained hereinearnings and profits, for any Tax Attributes or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis attribute, Company shall promptly notify BTC Spinco in writing of such adjustment. For the avoidance of doubt, ParentCo Company shall bear no liability not be liable to SpinCo any member of the BTC Group for determinations made by ParentCo pursuant to any failure of any determination under this Section 3.7 if any 3.5(b) to be accurate under applicable Tax Law; provided such determination shall be found or asserted to be inaccuratewas made in good faith. If the amount of any Tax Attribute is later increased or reduced as a result of a Final Determination, such increase or reduction shall be allocated to the Entity to which such Tax Attribute was allocated pursuant to this Section 3.7.ARTICLE 4

Apportionment of Tax Attributes. (a) Subject to Exhibit B, ParentCo DuPont may determine in good faith advise Chemours in writing of the amount amount, if any, of any Tax Attributes arising Attributes, which DuPont determines, in a Pre-Distribution Period that its sole and absolute discretion, shall be allocated or apportioned to the SpinCo Chemours Group under applicable Tax Lawlaw, or may provide SpinCo Chemours relevant information for making such determinationdetermination on an as-is basis, provided that this Section 3.7 3.08 shall not be construed as obligating ParentCo DuPont to undertake any such determination or provide any such information. SpinCo For the avoidance of doubt, DuPont makes no representation or warranty as to the accuracy or completeness of any such determination or information. Chemours and all other members of the SpinCo Chemours Group shall prepare all Tax Returns in accordance with any such determination. SpinCo Chemours agrees that it shall not dispute DuPont’s allocation or apportionment of Tax Attributes. Chemours may request that ParentCo DuPont undertake a determination of the portion, if any, of any particular Tax Attribute to be allocated or apportioned to the SpinCo Chemours Group under applicable Tax Law. To law; to the extent that ParentCo DuPont determines, in its sole and absolute discretion, not to undertake such determination, or does not otherwise advise SpinCo Chemours of its intention to undertake such determination within twenty (20) 20 Business Days after of the receipt of such request, SpinCo Chemours shall be permitted to undertake such determination at its own cost and expense and shall notify ParentCo DuPont of its determination, which determination shall not be binding upon ParentCo. (b) In the event that ParentCo does determine the allocation or apportionment of a Tax Attribute, and SpinCo disagrees with the determination, the dispute shall be addressed by Article XI with the proviso that if SpinCo disagrees with ParentCo’s calculation and wants to pursue its rights under Section 11.2, SpinCo must provide written notice within forty-five (45) days of its receipt of ParentCo’s calculation. SpinCo agrees that if it does not exercise its rights under Article XI, SpinCo shall not subsequently dispute or take a position contrary to ParentCo’s allocation or apportionment of Tax AttributesDuPont. Notwithstanding anything to the contrary contained herein, for the avoidance of doubt, ParentCo DuPont shall bear no liability to SpinCo Chemours for determinations made by ParentCo DuPont pursuant to this Section 3.7 3.08 if any such determination shall be found or asserted to be inaccurate. If the amount of any Tax Attribute is later increased or reduced as a result of a Final Determination, such increase or reduction shall be allocated to the Entity to which such Tax Attribute was allocated pursuant to this Section 3.7.

Apportionment of Tax Attributes. (a) Subject to Exhibit B, ParentCo DuPont may determine in good faith advise Chemours in writing of the amount amount, if any, of any Tax Attributes arising Attributes, which DuPont determines, in a Pre-Distribution Period that its sole and absolute discretion, shall be allocated or apportioned to the SpinCo Chemours Group under applicable Tax Lawlaw, or may provide SpinCo Chemours relevant information for making such determinationdetermination on an as-is basis, provided that this Section 3.7 3.08 shall not be construed as obligating ParentCo DuPont to undertake any such determination or provide any such information. SpinCo For the avoidance of doubt, DuPont makes no representation or warranty as to the accuracy or completeness of any such determination or information. Chemours and all other members of the SpinCo Chemours Group shall prepare all Tax Returns in accordance with any such determination. SpinCo Chemours agrees that it shall not dispute DuPont's allocation or apportionment of Tax Attributes. Chemours may request that ParentCo DuPont undertake a determination of the portion, if any, of any particular Tax Attribute to be allocated or apportioned to the SpinCo Chemours Group under applicable Tax Law. To law; to the extent that ParentCo DuPont determines, in its sole and absolute discretion, not to undertake such determination, or does not otherwise advise SpinCo Chemours of its intention to undertake such determination within twenty (20) 20 Business Days after of the receipt of such request, SpinCo Chemours shall be permitted to undertake such determination at its own cost and expense and shall notify ParentCo DuPont of its determination, which determination shall not be binding upon ParentCo. (b) In the event that ParentCo does determine the allocation or apportionment of a Tax Attribute, and SpinCo disagrees with the determination, the dispute shall be addressed by Article XI with the proviso that if SpinCo disagrees with ParentCo’s calculation and wants to pursue its rights under Section 11.2, SpinCo must provide written notice within forty-five (45) days of its receipt of ParentCo’s calculation. SpinCo agrees that if it does not exercise its rights under Article XI, SpinCo shall not subsequently dispute or take a position contrary to ParentCo’s allocation or apportionment of Tax AttributesDuPont. Notwithstanding anything to the contrary contained herein, for the avoidance of doubt, ParentCo DuPont shall bear no liability to SpinCo Chemours for determinations made by ParentCo DuPont pursuant to this Section 3.7 3.08 if any such determination shall be found or asserted to be inaccurate. If the amount of any Tax Attribute is later increased or reduced as a result of a Final Determination, such increase or reduction shall be allocated to the Entity to which such Tax Attribute was allocated pursuant to this Section 3.7.

Apportionment of Tax Attributes. (a) Subject Trinity shall use its best efforts, by December 31 of the year following the year of the Distribution, to Exhibit Badvise Arcosa in writing of the preliminary amount, ParentCo may determine in good faith the amount if any, of any Tax Attributes arising in a Pre-Distribution Period that Attributes, which Trinity reasonably determines shall be allocated or apportioned to the SpinCo Arcosa Group under applicable law. Arcosa shall have 60 Business Days to review and provide to Trinity written comments on such allocation and apportionment after receipt thereof from Trinity. The Tax Lawdepartments of Trinity and Arcosa shall negotiate in good faith to resolve any disagreements in respect of the allocation and apportionment within 30 Business Days after Trinity’s receipt of any such written comments from Arcosa. If any such disagreements cannot be resolved within such 30 Business Day period, then such disagreements shall be resolved in accordance with the provisions of Section 13.02 through Section 13.04. If Arcosa does not submit written comments to Trinity within Arcosa’s 60 Business Day review and comment period described above, the allocation and apportionment of Tax Attributes as determined by Trinity and delivered to Arcosa pursuant to the first sentence of this Section 3.08 shall be deemed final, subject to final adjustments upon the filing of the final Trinity Federal Consolidated Income Tax Returns that include the Arcosa Group, and Arcosa agrees that it shall not dispute such allocation and apportionment. For the avoidance of doubt, Trinity makes no representation or may provide SpinCo relevant information for making warranty as to the accuracy or completeness of any such determination, provided that this Section 3.7 shall not be construed as obligating ParentCo to undertake any such determination or provide any such information. SpinCo Trinity and all other members of the SpinCo Group Trinity Group, and Arcosa and all members of the Arcosa Group, shall prepare all Tax Returns in accordance with any such determination. SpinCo may request that ParentCo undertake a the final determination of the portionallocation and apportionment under this Section 3.08 (including, if anyapplicable, of any particular Tax Attribute to be allocated or apportioned under Section 13), absent a Final Determination to the SpinCo Group under contrary in respect of the applicable Tax Law. To the extent that ParentCo determines, in its sole and absolute discretion, not to undertake such determination, or does not otherwise advise SpinCo of its intention to undertake such determination within twenty (20) Business Days after the receipt of such request, SpinCo shall be permitted to undertake such determination at its own cost and expense and shall notify ParentCo of its determination, which determination shall not be binding upon ParentCo. (b) In the event that ParentCo does determine the allocation or apportionment of a Tax Attribute, and SpinCo disagrees with the determination, the dispute shall be addressed by Article XI with the proviso that if SpinCo disagrees with ParentCo’s calculation and wants to pursue its rights under Section 11.2, SpinCo must provide written notice within forty-five (45) days of its receipt of ParentCo’s calculation. SpinCo agrees that if it does not exercise its rights under Article XI, SpinCo shall not subsequently dispute or take a position contrary to ParentCo’s allocation or apportionment of Tax Attributes. Notwithstanding anything to the contrary contained herein, except in the case of payments for the avoidance of doubtwhich Trinity is responsible pursuant to Section 5.02, ParentCo Trinity shall bear no liability to SpinCo Arcosa for determinations made by ParentCo Trinity pursuant to this Section 3.7 3.08 if any such determination shall be found or asserted to be inaccurate. If the amount of any Tax Attribute is later increased or reduced as a result of a Final Determination, such increase or reduction shall be allocated to the Entity to which such Tax Attribute was allocated pursuant to this Section 3.7.

Apportionment of Tax Attributes. (a) Subject to Exhibit B, ParentCo may determine in good faith the amount of any Tax Attributes arising in a Pre-Distribution Period that shall will be allocated or apportioned to (and the SpinCo benefits and burdens of such Tax Attribute will inure to) the members of the HoldCo Group under applicable Tax Law, or may provide SpinCo relevant information for making such determination, provided that this Section 3.7 shall not be construed as obligating ParentCo to undertake any such determination or provide any such information. SpinCo and all other the members of the SpinCo Group shall prepare all Tax Returns in accordance with HoldCo’s historical practice (except as otherwise required by applicable Tax Law), the Code, Treasury Regulations, and any such determinationapplicable state, local and non-U.S. Law, as determined by HoldCo in its reasonable discretion and consistent with Past Practice, as applicable. The HoldCo Group or the SpinCo may request Group, as applicable, shall be responsible for the payment of any fees and expenses that ParentCo become payable in connection with the utilization of any Tax Attributes allocated to it hereunder. (b) HoldCo shall in good faith (and without being required to undertake a determination an attribute or similar study) advise SpinCo in writing of the portion, if any, of any particular Tax Attribute to Attributes, or other consolidated, combined or unitary attribute, which shall be allocated or apportioned to the members of the SpinCo Group under applicable Law. HoldCo shall consult in good faith with SpinCo regarding such allocation of Tax LawAttributes and determinations as to basis and valuation, and shall consider in good faith any reasonable comments timely received from SpinCo. In the event that SpinCo disagrees with any such 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 that ParentCo determines, in its sole and absolute discretion, not applicable Law requires any member of the HoldCo Group to undertake such determinationmake a payment to a member of the SpinCo Group, or does not otherwise advise any member of the SpinCo Group to make a payment to a member of its intention the HoldCo Group, with respect to undertake any Tax Attribute, or other consolidated, combined or unitary attribute, as a result of the Spin-Off, such determination within twenty (20) Business Days after the receipt of such request, SpinCo payment shall be permitted to undertake such determination at its own cost and expense and shall notify ParentCo made in accordance with the provisions of its determination, which determination shall not be binding upon ParentCothis Agreement. (bc) All members of the HoldCo Group and 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 Determination. In the event that ParentCo does determine the allocation or apportionment of a Tax Attribute, and SpinCo disagrees with the determination, the dispute shall be addressed by Article XI with the proviso that if SpinCo disagrees with ParentCo’s calculation and wants an adjustment to pursue its rights under Section 11.2, SpinCo must provide written notice within forty-five (45) days of its receipt of ParentCo’s calculation. SpinCo agrees that if it does not exercise its rights under Article XI, SpinCo shall not subsequently dispute or take a position contrary to ParentCo’s allocation or apportionment of Tax Attributes. Notwithstanding anything to the contrary contained herein, for the avoidance of doubt, ParentCo shall bear no liability to SpinCo for determinations made by ParentCo pursuant to this Section 3.7 if any such determination shall be found or asserted to be inaccurate. If the amount of any Tax Attribute is later increased or reduced as a result of a Final Determination, HoldCo or SpinCo, as applicable, shall promptly notify the other Party in writing of such adjustment, and the reduction or increase or reduction in Tax Attributes shall be allocated to the Entity Party to which such Tax Attribute was initially allocated pursuant to this Section 3.72.6 and, if necessary, an appropriate adjustment payment shall be made by the applicable Party, consistent with the other 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 determination was made in good faith.

Apportionment of Tax Attributes. (a) Subject to Exhibit B, ParentCo may . (a) Remainco shall reasonably determine in good faith faith, and advise Spinco in writing of, the amount of any Tax Attributes arising in a Pre-Distribution Period that shall be allocated or apportioned to the SpinCo Spinco Group under applicable Tax Law, or may provide SpinCo . The Remainco Group and the Spinco Group (to the extent the relevant information for making such determination, has been provided that to the Spinco Group under this Section 3.7 shall not be construed as obligating ParentCo 3.07) agree to undertake any such determination or provide any such information. SpinCo and compute all other members of Taxes for Post-Distribution Periods consistently with the SpinCo Group shall prepare all Tax Returns in accordance with any such determination. SpinCo may request that ParentCo undertake a determination of the portion, if any, allocation of any particular Tax Attribute Attributes pursuant to be allocated or apportioned to the SpinCo Group under applicable Tax Lawthis Section 3.07 unless otherwise required by a Final Determination. To the extent that ParentCo determines, in its sole and absolute discretion, not to undertake such determination, or does not otherwise advise SpinCo of its intention to undertake such determination within twenty (20) Business Days after the receipt of such request, SpinCo shall be permitted to undertake such determination at its own cost and expense and shall notify ParentCo of its determination, which determination shall not be binding upon ParentCo. (b) In the event that ParentCo does determine the allocation or apportionment of a Tax Attribute, and SpinCo disagrees with the determination, the dispute shall be addressed by Article XI with the proviso that if SpinCo disagrees with ParentCo’s calculation and wants to pursue its rights under Section 11.2, SpinCo must provide written notice within forty-five (45) days of its receipt of ParentCo’s calculation. SpinCo agrees that if it does not exercise its rights under Article XI, SpinCo shall not subsequently dispute or take a position contrary to ParentCo’s allocation or apportionment of Tax Attributes. Notwithstanding anything to the contrary contained herein, for the avoidance of doubt, ParentCo shall bear no liability to SpinCo for determinations made by ParentCo pursuant to this Section 3.7 if any such determination shall be found or asserted to be inaccurate. If the amount of any Tax Attribute is later reduced or increased or reduced as a result of a Final Determination, such reduction or increase or reduction shall be allocated to the Entity Party to which such Tax Attribute was allocated pursuant to this Section 3.73.07. Remainco agrees to consult with Spinco regarding such allocation prior to the filing of any affected Tax Return regarding such allocation and consider in good faith any comments by Spinco on such allocation. (b) Sixty (60) days after the filing of Remainco’s U.S. federal income Tax Return for the tax year in which the Spinco Distribution occurs, Remainco shall deliver to RMT Partner its determination in writing of the portion, if any, of any U.S. federal income Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis U.S. federal income Tax Attribute which is allocated or apportioned to the members of the Spinco Group under applicable Tax Law and this Agreement (“Proposed Allocation”). RMT Partner shall have sixty (60) days to review the Proposed Allocation and provide Remainco any comments with respect thereto. If RMT Partner either provides no comments or provides comments to which Remainco agrees in writing, such resulting determination will become final (“Final Allocation”). If RMT Partner provides comments to the Proposed Allocation and Remainco does not agree, the Final Allocation will be determined in accordance with Section 15. All members of the Remainco Group, Spinco Group and RMT Partner shall prepare all Tax Returns in accordance the Final Allocation. In the event of an adjustment to any such U.S. federal income Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis U.S. federal income attribute, Remainco shall promptly notify RMT Partner in writing of such adjustment. To the extent SpinCo requires any of the information described in this Section 3.07(b) to file any Tax Return prior to the date described in the first sentence of this Section 3.07(b), Remainco shall use commercially reasonable efforts to provide good faith estimates of such information to Spinco, within thirty (30) days of a written request by Spinco. For the avoidance of doubt, Remainco shall not be liable to any member of the Spinco 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) Notwithstanding anything to the contrary in this Agreement, Remainco shall not be obligated to undertake an “earnings and profits study” or similar determination, or provide information relating to earnings and profits for Spinco and Spinco Subsidiaries treated as domestic corporations for U.S. federal income tax purposes.

Apportionment of Tax Attributes. (a) Subject to Exhibit B, ParentCo DuPont may determine in good faith advise Chemours in writing of the amount amount, if any, of any Tax Attributes arising Attributes, which DuPont determines, in a Pre-Distribution Period that its sole and absolute discretion, shall be allocated or apportioned to the SpinCo Chemours Group under applicable Tax Lawlaw, or may provide SpinCo Chemours relevant information for making such determinationdetermination on an as-is basis, provided that this Section 3.7 3.08 shall not be construed as obligating ParentCo DuPont to undertake any such determination or provide any such information. SpinCo For the avoidance of doubt, DuPont makes no representation or warranty as to the accuracy or completeness of any such determination or information. Chemours and all other members of the SpinCo Chemours Group shall prepare all Tax Returns in accordance with any such determination. SpinCo Chemours agrees that it shall not dispute DuPont's allocation or apportionment of Tax Attributes. Chemours may request that ParentCo DuPont undertake a determination of the portion, if any, of any particular Tax Attribute to be allocated or apportioned to the SpinCo Chemours Group under applicable Tax Law. To law; to the extent that ParentCo DuPont determines, in its sole and absolute discretion, not to undertake such determination, or does not otherwise advise SpinCo Chemours of its intention to undertake such determination within twenty (20) 20 Business Days after of the receipt of such request, SpinCo Chemours shall be permitted to undertake such determination at its own cost and expense and shall notify ParentCo DuPont of its determination, which determination shall not be binding upon ParentCo. (b) In the event that ParentCo does determine the allocation or apportionment of a Tax Attribute, and SpinCo disagrees with the determination, the dispute shall be addressed by Article XI with the proviso that if SpinCo disagrees with ParentCo’s calculation and wants to pursue its rights under Section 11.2, SpinCo must provide written notice within forty-five (45) days of its receipt of ParentCo’s calculation. SpinCo agrees that if it does not exercise its rights under Article XI, SpinCo shall not subsequently dispute or take a position contrary to ParentCo’s allocation or apportionment of Tax AttributesDuPont. Notwithstanding anything to the contrary contained herein, for the avoidance of doubt, ParentCo DuPont shall bear no liability to SpinCo Chemours for determinations made by ParentCo DuPont pursuant to this Section 3.7 3.08 if any such determination shall be found or asserted to be inaccurate. If the amount of any Tax Attribute is later increased or reduced as a result of a Final Determination, such increase or reduction shall be allocated to the Entity to which such Tax Attribute was allocated pursuant to this Section 3.74.