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 the failure of the SpinCo Group to observe after the Effective Time the requirements of Revenue Procedure 86-42 or Revenue Procedure 90-52 (without giving effect to subsequent modifications made in Revenue Procedure 2013-32) shall be allocated to SpinCo.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (PF2 SpinCo, Inc.), Limited Liability Company Agreement (Change Healthcare Inc.), Merger Agreement (Change Healthcare Inc.)
