Common use of DowDuPont Tax Liability Clause in Contracts

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