Common use of Apportionment of Tax Attributes Clause in Contracts

Apportionment of Tax Attributes. (i) If the Parent Consolidated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to SpinCo or any member of the SpinCo Consolidated Group and treated as a carryover to the first Post-Distribution Taxable Period of SpinCo (or such member) shall be determined in accordance with Treasury Regulation Sections 1.1502-79 and 1.1502-79A. (ii) No Tax Attribute with respect to consolidated U.S. federal Income Tax of the Parent Consolidated Group, other than those described in Section 7(a)(i), and no Tax Attribute with respect to consolidated, combined or unitary State, local, or foreign Income Tax, in each case, arising in respect of a Combined Return shall be apportioned to SpinCo or any member of the SpinCo Group, except as Parent (or such member of the Parent Group as Parent shall designate) determines is otherwise required under applicable law. (iii) Parent (or its designee) shall determine the portion, if any, of any Tax Attribute which must (absent a Final Determination to the contrary) be apportioned to SpinCo or any member of the SpinCo Group in accordance with this Section 7(a) and applicable law, and the amount of tax basis and earnings and profits to be apportioned to SpinCo or any member of the SpinCo Group in accordance with applicable law, and shall provide written notice of the calculation thereof to SpinCo as soon as practicable after the information necessary to make such calculation becomes available to Parent. (iv) Notwithstanding anything in this Section 7(a) to the contrary, (A) Parent shall allocate 40 percent of the amount described in clause (a) of the definition of Parent Section 382 Limitation to the SpinCo Group and (B) Parent shall allocate all of the ElderCare Subgroup Section 382 Limitation to the ElderCare Subgroup, in each case, in accordance the procedures established in Treasury Regulation Section 1.1502-95. SpinCo shall, and shall cause its Subsidiaries to, cooperate with Parent and execute all documentation reasonably necessary to effect such allocation.

Apportionment of Tax Attributes. (ia) If the Parent Consolidated Affiliated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to SpinCo or any member of the SpinCo Consolidated Group and treated as a carryover to the first Post-Distribution Taxable Period of SpinCo (or such member) shall be determined by Parent in accordance with (or otherwise in a manner that is not inconsistent with) the Code, Treasury Regulation Regulations and other administrative guidance, including (i) in the case of a Tax Attribute other than earnings and profits, Treasury Regulations Sections 1.1502-79 9(c), 1.1502-21, 1.1502-22, and 1.1502-79A.79, and (ii) in the case of earnings and profits, in accordance with Section 312(h) of the Code and Treasury Regulations Section 1.312-10. (iib) No Tax Attribute with respect to consolidated U.S. federal Federal Income Tax of the Parent Consolidated Affiliated Group, other than those described in Section 7(a)(i3.09(a), and no Tax Attribute with respect to any consolidated, combined combined, or unitary State, local, State or foreign Foreign Income Tax, in each case, arising in respect of a Combined Joint Return shall be apportioned to SpinCo or any member of the SpinCo Group, except as Parent (or such member of the Parent Group as Parent shall designate) determines is otherwise required under applicable law. (iiic) Parent (shall use commercially reasonable efforts to determine or cause its designee) shall designee to determine the portion, if any, of any Tax Attribute which that must (absent a Final Determination to the contrary) be apportioned to SpinCo or any member of the SpinCo Group in accordance with this Section 7(a) 3.09 and applicable law, law and the amount of tax Tax basis and earnings and profits (including, for the avoidance of doubt, PTEP) to be apportioned to SpinCo or any member of the SpinCo Group in accordance with this Section 3.09 and applicable lawLaw, and shall provide written notice of the calculation thereof to SpinCo as soon as reasonably practicable after Parent or its designee prepares such calculation. For the information necessary absence of doubt, Parent shall not be liable to make such calculation becomes available SpinCo or any member of the SpinCo Group for any failure of any determination under this Section 3.09 to Parentbe accurate or sustained under applicable Law, including as the result of any Final Determination. (ivd) Notwithstanding anything in this Any written notice delivered by Parent pursuant to Section 7(a3.09(c) to the contrary, (A) Parent shall allocate 40 percent be binding on SpinCo and each member of the amount described in clause (a) of the definition of Parent Section 382 Limitation to the SpinCo Group and (B) shall not be subject to dispute resolution; provided that Parent shall allocate all of the ElderCare Subgroup Section 382 Limitation consider in good faith any reasonable comments SpinCo may timely provide with respect to such written notice. Except to the ElderCare Subgroupextent otherwise required by a change in applicable Law or pursuant to a Final Determination, SpinCo shall not take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in each case, in accordance the procedures established in Treasury Regulation Section 1.1502-95. SpinCo shall, and shall cause its Subsidiaries to, cooperate with Parent and execute all documentation reasonably necessary to effect any such allocationwritten notice.