Attribution of Taxes. For purposes of Sections 2.02(c), 2.03(c), and 2.04(c), a Tax and any Tax Items shall be considered attributable to the Varex Business on the one hand and the Parent Business on the other (but not both) to the extent that such Tax and/or Tax Item would result if such Tax Return were prepared on a separate basis taking into account only the operations and assets of the Varex Business on the one hand and only the operations and assets of the Parent Business on the other hand (but not both), as applicable. Parent shall determine in good faith and otherwise in accordance with this Agreement which Tax Items are properly attributable to assets or activities of the Varex Business (and in the case of a Tax Item that is properly attributable to both the Varex Business and the Parent Business, the allocation of such Tax Item between the SpinCo Business and the Parent Business).
Appears in 4 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (Varex Imaging Corp), Tax Matters Agreement (Varian Medical Systems Inc)