Characterization of and Adjustments to Payments. (a) For all Tax purposes, Parent and SpinCo agree to treat any payment required by this Agreement (other than payments with respect to interest accruing after the Distribution Date) as either a contribution by Parent to SpinCo or a distribution by SpinCo to Parent, as the case may be, occurring immediately prior to the Distribution Date or as a payment of an assumed or retained liability.
Appears in 7 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (Cars.com Inc.), Tax Matters Agreement (Cars.com Inc.)