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 HHH Group and the members of the Seaport Entertainment Group 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 Tax Attributes. (b) On or before the first anniversary of the Distribution Date, HHH shall deliver to Seaport Entertainment its determination in writing 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 group basis Tax Attribute which is allocated or apportioned to the members of the Seaport Entertainment Group under applicable Tax Law and this Agreement (the “Allocation”). All members of the HHH Group and Seaport Entertainment Group shall prepare all Tax Returns in accordance with the Allocation. In the event of an adjustment to the earnings and profits, any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis attribute, HHH shall promptly notify Seaport Entertainment in writing of such adjustment. For the avoidance of doubt, HHH shall not be liable to any member of the Seaport Entertainment Group for any failure of any determination under this Section 3.6(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 Authority or Tax Contest, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 3.6(a) of this Agreement, as agreed by the Parties.

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 HHH Group PDL Entities and the members of the Seaport Entertainment Group LENSAR Entities in accordance with the Code, Treasury Regulations, and any other applicable Tax LawLaw and permitted elections, andmethods or statements determined by PDL. For the avoidance of doubt, in the absence of controlling legal authority or unless otherwise provided under this Agreement, PDL Entities shall be entitled to utilize any Tax Attributes shall be allocated within a Joint Return without remuneration to the legal entity that created such Tax Attributesany LENSAR Entity. (b) On or before the first anniversary of the Distribution Date, HHH PDL shall deliver to Seaport Entertainment LENSAR its determination in writing 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 group basis Tax Attribute which is allocated or apportioned to the members of the Seaport Entertainment Group LENSAR Entities under applicable Tax Law and this Agreement (the “Allocation”). All members of the HHH Group PDL Entities and Seaport Entertainment Group LENSAR Entities shall prepare all Tax Returns in accordance with the Allocation. In the event of an adjustment to the earnings and profits, any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis attribute, HHH PDL shall promptly notify Seaport Entertainment LENSAR in writing of such adjustment. For the avoidance of doubt, HHH PDL shall not be liable to any member of the Seaport Entertainment Group LENSAR Entity for any failure of any determination under this Section 3.6(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 Authority or Tax ContestProceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 3.6(a) of this Agreement), as agreed by the Parties.

Apportionment of Tax Attributes. (a) 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 HHH Group PDL Entities and the members of the Seaport Entertainment Group LENSAR Entities in accordance with the Code, Treasury Regulations, and any other applicable Tax LawLaw and permitted elections, andmethods or statements determined by PDL. For the avoidance of doubt, in the absence of controlling legal authority or unless otherwise provided under this Agreement, PDL Entities shall be entitled to utilize any Tax Attributes shall be allocated within a Joint Return without remuneration to the legal entity that created such Tax Attributesany LENSAR Entity. (b) b. On or before the first anniversary of the Distribution Date, HHH PDL shall deliver to Seaport Entertainment LENSAR its determination in writing 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 group basis Tax Attribute which is allocated or apportioned to the members of the Seaport Entertainment Group LENSAR Entities under applicable Tax Law and this Agreement (the “Allocation”). All members of the HHH Group PDL Entities and Seaport Entertainment Group LENSAR Entities shall prepare all Tax Returns in accordance with the Allocation. In the event of an adjustment to the earnings and profits, any Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis attribute, HHH PDL shall promptly notify Seaport Entertainment LENSAR in writing of such adjustment. For the avoidance of doubt, HHH PDL shall not be liable to any member of the Seaport Entertainment Group LENSAR Entity for any failure of any determination under this Section 3.6(b) to be accurate under applicable Tax Law; provided such determination was made in good faith. (c) 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 ContestProceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 3.6(a) of this Agreement), as agreed by the Parties.