Common use of Joint Returns and Certain Other Returns Clause in Contracts

Joint Returns and Certain Other Returns. In the case of any Tax Contest with respect to (I) any Joint Return (other than any Parent Federal Consolidated Income Tax Return, any Parent State Combined Income Tax Return or any Parent Foreign Combined Income Tax Return) or (II) any Return of Other Taxes described in clause (II) of Section 5.01, (i) Parent shall control the defense or prosecution of the portion of the Tax Contest directly and exclusively related to any Parent Adjustment, including settlement of any such Parent Adjustment and (ii) Enova shall control the defense or prosecution of the portion of the Tax Contest directly and exclusively related to any Enova Adjustment, including settlement of any such Enova Adjustment, and (iii) the Tax Contest Committee shall control the defense or prosecution of Joint Adjustments and any and all administrative matters not directly and exclusively related to any Parent Adjustment or Enova Adjustment. The “Tax Contest Committee” shall be comprised of two persons, one person selected by Parent (as designated in writing to Enova) and one person selected by Enova (as designated in writing to Parent). Each person serving on the Tax Contest Committee shall continue to serve unless and until he or she is replaced by the party designating such person. Any and all matters to be decided by the Tax Contest Committee shall require the unanimous approval of both persons serving on the committee. In the event the Tax Contest Committee shall be deadlocked on any matter, the provisions of Section 14 of this Agreement shall apply.

Joint Returns and Certain Other Returns. In the case of any Tax Contest with respect to (I) any Joint Return (other than any Parent Motorola Federal Consolidated Income Tax Return, any Parent Motorola State Combined Income Tax Return or any Parent Motorola Foreign Combined Income Tax Return) or (II) any Return of Other Taxes described in clause (II) of Section 5.015.02, (i) Parent Motorola shall control the defense or prosecution of the portion of the Tax Contest directly and exclusively related to any Parent Motorola Adjustment, including settlement of any such Parent Motorola Adjustment and (ii) Enova SpinCo shall control the defense or prosecution of the portion of the Tax Contest directly and exclusively related to any Enova SpinCo Adjustment, including settlement of any such Enova SpinCo Adjustment, and (iii) the Tax Contest Committee shall control the defense or prosecution of Joint Adjustments and any and all administrative matters not directly and exclusively related to any Parent Motorola Adjustment or Enova SpinCo Adjustment. The “Tax Contest Committee” shall be comprised of two persons, one person selected by Parent Motorola (as designated in writing to EnovaSpinCo) and one person selected by Enova SpinCo (as designated in writing to ParentMotorola). Each person serving on the Tax Contest Committee shall continue to serve unless and until he or she is replaced by the party designating such person. Any and all matters to be decided by the Tax Contest Committee shall require the unanimous approval of both persons serving on the committee. In the event the Tax Contest Committee shall be deadlocked on any matter, the provisions of Section 14 of this Agreement shall apply.