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.

Apportionment of Tax Attributes. (a) Subject to Exhibit B, ParentCo may determine Parent shall in good faith advise Spinco of the amount amount, if any, of any Tax Attributes arising Attributes, which Parent determines, in a Pre-Distribution Period that its sole and absolute discretion, shall be allocated or apportioned to the SpinCo Spinco Group under applicable Tax Law, or may provide SpinCo relevant information for making such determination, provided that this Section 3.7 2.07 shall not be construed as obligating ParentCo Parent to undertake any such determination or provide any such informationdetermination. SpinCo Spinco and all other members of the SpinCo Spinco Group shall prepare all Tax Returns in accordance with any such determination. SpinCo Spinco agrees that it shall not dispute Parent’s allocation or apportionment of Tax Attributes. Spinco may request that ParentCo Parent undertake a determination of the portion, if any, of any particular Tax Attribute to be allocated or apportioned to the SpinCo Spinco Group under applicable Tax Law. To ; to the extent that ParentCo Parent determines, in its sole and absolute discretion, not to undertake such determination, or does not otherwise advise SpinCo Spinco of its intention to undertake such determination within twenty (20) 20 Business Days after of the receipt of such request, SpinCo Spinco shall be permitted to undertake such determination at its own cost and expense and shall notify ParentCo Parent of its determination, which determination shall not be binding upon ParentCoParent. Parent shall provide reasonably timely updates of the allocation of Tax Attributes as it finalizes its Tax Returns and as adjustments, if any, are subsequently made to such Tax Returns.

Apportionment of Tax Attributes. (a) Subject to Exhibit B, ParentCo may determine Parent shall in good faith advise Spinco of the amount amount, if any, of any Tax Attributes arising Attributes, which Parent determines, in a Pre-Distribution Period that its sole and absolute discretion, shall be allocated or apportioned to the SpinCo Spinco Group under applicable Tax Law, or may provide SpinCo relevant information for making such determination, provided that this Section 3.7 2.07 shall not be construed as obligating ParentCo Parent to undertake any such determination or provide any such informationdetermination. SpinCo Spinco and all other members of the SpinCo Spinco Group shall prepare all Tax Returns in accordance with any such determination. SpinCo Spinco agrees that it shall not dispute Parent's allocation or apportionment of Tax Attributes. Spinco may request that ParentCo Parent undertake a determination of the portion, if any, of any particular Tax Attribute to be allocated or apportioned to the SpinCo Spinco Group under applicable Tax Law. To ; to the extent that ParentCo Parent determines, in its sole and absolute discretion, not to undertake such determination, or does not otherwise advise SpinCo Spinco of its intention to undertake such determination within twenty (20) 20 Business Days after of the receipt of such request, SpinCo Spinco shall be permitted to undertake such determination at its own cost and expense and shall notify ParentCo Parent of its determination, which determination shall not be binding upon ParentCoParent. Parent shall provide reasonably timely updates of the allocation of Tax Attributes as it finalizes its Tax Returns and as adjustments, if any, are subsequently made to such Tax Returns.