Common use of Apportionment of Tax Attributes Clause in Contracts

Apportionment of Tax Attributes. (a) IP RemainCo shall use its best efforts, within ninety (90) Business Days following the close of the year of the Distribution, to advise Product SpinCo in writing of the proposed amount, if any, of any Tax Attributes that IP RemainCo reasonably determines shall be allocated or apportioned to the Product SpinCo Group under applicable Tax Law. 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 allocation and apportionment within thirty (30) Business Days after IP RemainCo’s receipt of any such written comments from Product SpinCo. If any such disagreements cannot be resolved within such thirty (30) Business Day period, then such disagreements shall be resolved in accordance with the provisions of Section 14. If Product SpinCo does not submit written comments to IP RemainCo within Product SpinCo’s sixty (60) Business Day review and comment period described above, the allocation and apportionment of Tax Attributes 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 Product SpinCo agrees that it shall not dispute such allocation and apportionment. Notwithstanding anything to the contrary contained herein, IP RemainCo shall bear no liability to Product SpinCo for determinations made by IP RemainCo pursuant to this Section 3.07(a) if any such determination shall be found or asserted to be inaccurate.

Apportionment of Tax Attributes. (a) IP RemainCo shall use its best effortsExcept as provided in paragraph (b), within ninety (90) Business Days following the close of the year of the Distribution, to Manitowoc ParentCo may in good faith advise Product SpinCo in writing of the proposed amount, if any, of any Tax Attributes that IP RemainCo reasonably determines Attributes, which Manitowoc ParentCo determines, in its sole and absolute discretion, shall be allocated or apportioned to the Product SpinCo Group under applicable law, or may provide SpinCo relevant information for making such determination on an as-is basis, provided that this Section 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 members of the SpinCo Group shall prepare all Tax LawReturns in accordance with any such determination. Product SpinCo shall have sixty 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 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 (6020) Business Days to review and provide to IP RemainCo written comments on of the receipt of such allocation and apportionment after receipt thereof from IP RemainCo. The Tax departments of IP RemainCo and Product request, SpinCo shall negotiate in good faith be permitted to resolve any disagreements in respect 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. In the allocation event that Manitowoc ParentCo does determine a Tax Attribute and apportionment 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, it must provide written notice within thirty (30) Business Days after IP RemainCo’s forty-five days of its receipt of any such written comments from Product SpinCoManitowoc ParentCo’s calculation. If any such disagreements cannot be resolved within such thirty (30) Business Day period, then such disagreements shall be resolved in accordance with the provisions of Section 14. If Product SpinCo agrees that if it does not submit written comments exercise its rights under Article XI, it shall not subsequently dispute or take a position contrary to IP RemainCo within Product SpinCoManitowoc ParentCo’s sixty (60) Business Day review and comment period described above, the allocation and or apportionment of Tax Attributes 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 Product SpinCo agrees that it shall not dispute such allocation and apportionmentAttributes. Notwithstanding anything to the contrary contained herein, IP RemainCo for the avoidance of doubt, Manitowoc ParentCo shall bear no liability to Product SpinCo for determinations made by IP RemainCo Manitowoc ParentCo pursuant to this Section 3.07(a3.7(a) if any such determination shall be found or asserted to be inaccurate.

Apportionment of Tax Attributes. (a) IP RemainCo Trinity shall use its best efforts, within ninety (90) Business Days by December 31 of the year following the close of the year of the Distribution, to advise Product SpinCo Arcosa in writing of the proposed preliminary amount, if any, of any Tax Attributes that IP RemainCo Attributes, which Trinity reasonably determines shall be allocated or apportioned to the Product SpinCo Arcosa Group under applicable Tax Lawlaw. Product SpinCo Arcosa shall have sixty (60) 60 Business Days to review and provide to IP RemainCo Trinity written comments on such allocation and apportionment after receipt thereof from IP RemainCoTrinity. The Tax departments of IP RemainCo Trinity and Product SpinCo Arcosa shall negotiate in good faith to resolve any disagreements in respect of the allocation and apportionment within thirty (30) 30 Business Days after IP RemainCo’s Trinity's receipt of any such written comments from Product SpinCoArcosa. If any such disagreements cannot be resolved within such thirty (30) 30 Business Day period, then such disagreements shall be resolved in accordance with the provisions of Section 1413.02 through Section 13.04. If Product SpinCo Arcosa does not submit written comments to IP RemainCo Trinity within Product SpinCo’s sixty (60) Arcosa's 60 Business Day review and comment period described above, the allocation and apportionment of Tax Attributes as determined by IP RemainCo Trinity and delivered to Product SpinCo Arcosa pursuant to the first sentence of this Section 3.07 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 Product SpinCo Arcosa agrees that it shall not dispute such allocation and apportionment. For the avoidance of doubt, Trinity makes no representation or warranty as to the accuracy or completeness of any such determination. Trinity and all members of the Trinity Group, and Arcosa and all members of the Arcosa Group, shall prepare all Tax Returns in accordance with the final determination of the allocation and apportionment under this Section 3.08 (including, if applicable, under Section 13), absent a Final Determination to the contrary in respect of the applicable Tax Attribute. Notwithstanding anything to the contrary contained herein, IP RemainCo except in the case of payments for which Trinity is responsible pursuant to Section 5.02, Trinity shall bear no liability to Product SpinCo Arcosa for determinations made by IP RemainCo Trinity pursuant to this Section 3.07(a) 3.08 if any such determination shall be found or asserted to be inaccurate.

Apportionment of Tax Attributes. (a) IP RemainCo Trinity shall use its best efforts, within ninety (90) Business Days by December 31 of the year following the close of the year of the Distribution, to advise Product SpinCo Arcosa in writing of the proposed preliminary amount, if any, of any Tax Attributes that IP RemainCo Attributes, which Trinity reasonably determines shall be allocated or apportioned to the Product SpinCo Arcosa Group under applicable Tax Lawlaw. Product SpinCo Arcosa shall have sixty (60) 60 Business Days to review and provide to IP RemainCo Trinity written comments on such allocation and apportionment after receipt thereof from IP RemainCoTrinity. The Tax departments of IP RemainCo Trinity and Product SpinCo Arcosa shall negotiate in good faith to resolve any disagreements in respect of the allocation and apportionment within thirty (30) 30 Business Days after IP RemainCoTrinity’s receipt of any such written comments from Product SpinCoArcosa. If any such disagreements cannot be resolved within such thirty (30) 30 Business Day period, then such disagreements shall be resolved in accordance with the provisions of Section 1413.02 through Section 13.04. If Product SpinCo Arcosa does not submit written comments to IP RemainCo Trinity within Product SpinCoArcosa’s sixty (60) 60 Business Day review and comment period described above, the allocation and apportionment of Tax Attributes as determined by IP RemainCo Trinity and delivered to Product SpinCo Arcosa pursuant to the first sentence of this Section 3.07 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 Product SpinCo Arcosa agrees that it shall not dispute such allocation and apportionment. For the avoidance of doubt, Trinity makes no representation or warranty as to the accuracy or completeness of any such determination. Trinity and all members of the Trinity Group, and Arcosa and all members of the Arcosa Group, shall prepare all Tax Returns in accordance with the final determination of the allocation and apportionment under this Section 3.08 (including, if applicable, under Section 13), absent a Final Determination to the contrary in respect of the applicable Tax Attribute. Notwithstanding anything to the contrary contained herein, IP RemainCo except in the case of payments for which Trinity is responsible pursuant to Section 5.02, Trinity shall bear no liability to Product SpinCo Arcosa for determinations made by IP RemainCo Trinity pursuant to this Section 3.07(a) 3.08 if any such determination shall be found or asserted to be inaccurate.