Common use of Dow Tax Liability Clause in Contracts

Dow Tax Liability. Subject to Sections 2.3 and 2.4, Dow shall be allocated the following Taxes: (i) all Taxes of Historic Dow Entities for taxable periods (or portions thereof) ending on or before the Merger Date; (ii) all Separate Company Taxes of (A) each Retained Dow Entity, (B) each Realigned Dow Entity for taxable periods (or portions thereof) ending on or before the Realignment Date of the Realigned Dow Entity, and (C) each Realigned DuPont Entity for taxable periods (or portions thereof) beginning after the Realignment Date of the Realigned DuPont Entity; (iii) the portion of Consolidated Taxes allocated to Dow Entities pursuant to Section 2.2,; (iv) Taxes allocated to Dow pursuant to Section 2.4; (v) subject to Section 7.3, Taxes attributable to any Dow Deferred Items; (vi) to the extent provided in Section 2.3, DuPont Realignment Taxes; (vii) Dow Realignment Taxes, except to the extent such Taxes are allocated to DowDuPont, SpecCo, or AgCo pursuant to Section 2.3; (viii) Dow Integration Taxes; (ix) except to the extent resulting from (A) a Disqualifying Action, or (B) an Overall Failure, any Dow Distribution Taxes; (x) the Dow Percentage of any Distribution Taxes to the extent resulting from an Overall Failure; (xi) any Distribution Taxes resulting from a Dow Disqualifying Action, as determined pursuant to Section 2.7; and (xii) Taxes allocated to Dow pursuant to Section 3.2.