Common use of Internal Restructuring Taxes Clause in Contracts

Internal Restructuring Taxes. Notwithstanding any other provision in this Section 4, all Taxes with respect to the Internal Restructuring shall be allocated to Parent, except that any Taxes with respect to the Internal Restructuring to the extent attributable to the failure by the SpinCo Group to preserve the Intended Tax-Free Treatment of the transaction described in clause (iv) of the definition of Intended Tax-Free Treatment, as a result of (a) the failure of the SpinCo Group after the Effective Time to continue the historic business of the SpinCo Group or use a significant portion of the SpinCo Group’s business assets in a business, except as a result of any action that any member of the SpinCo Group was, beginning at any time prior to the Effective Time, contractually bound to take (including pursuant to any Transaction Document or Exit Transaction Document), (b) the breach of the representations and covenants of the Acquiror Group contained in this Agreement or (c) the breach of the covenants contained in this Agreement after the Effective Time by any member of the SpinCo Group, in each case, shall be allocated to SpinCo.