No Fault. If such Distribution Taxes are not attributable to the Fault of any Party or any of its Affiliates, the responsibility for such Distribution Taxes shall be shared by the Parties in accordance with the provisions in Section 9.3(a) that are applicable to Pre-Distribution Shared Tax Audits.
Appears in 7 contracts
Samples: Sharing Agreement, Tax Sharing Agreement (ADT, Inc.), Tax Sharing Agreement (ADT, Inc.)
No Fault. If such Distribution Taxes are not attributable to the Fault of any Party or any of its Affiliates, the responsibility for such Distribution Taxes shall be shared by the Parties in accordance with their Distribution Sharing Percentages. Notwithstanding anything to the provisions contrary in this Agreement, such Distribution Taxes shall not be subject to Section 9.3(a) that are applicable to Pre-Distribution Shared 9.3 (including for purposes of determining the ITT Federal Income Tax AuditsAudit Amount or ITT U.S. State Income Tax Audit Amount).
Appears in 3 contracts
Samples: Tax Matters Agreement (ITT Corp), Tax Matters Agreement (Exelis Inc.), Tax Matters Agreement (Xylem Inc.)
No Fault. If such Distribution Taxes are not attributable to the Fault for Distribution Purposes of any Party or any of its Affiliates, the responsibility for such Distribution Taxes shall be shared by the Parties in accordance with their Sharing Percentages. Notwithstanding anything to the provisions contrary in this Agreement, such Distribution Taxes shall not be subject to Article III or Section 9.3(a) that are applicable to Pre-Distribution Shared Tax Audits8.3.
Appears in 3 contracts
Samples: Tax Matters Agreement (Hilton Worldwide Holdings Inc.), Tax Matters Agreement (Hilton Grand Vacations Inc.), Tax Matters Agreement (Park Hotels & Resorts Inc.)
No Fault. If such Distribution Taxes are not attributable to the Fault for Distribution Purposes of any Party or any of its Affiliates, the responsibility for such Distribution Taxes shall be shared by the Parties in accordance with the provisions in Parties’ sharing of Shared Contingent Liabilities pursuant to Section 9.3(a6.1(b) that are applicable of the Separation and Distribution Agreement (and not as might otherwise be determined pursuant to Pre-Distribution Shared Tax AuditsArticle III, Article VI or Article VIII).
Appears in 2 contracts
Samples: Tax Matters Agreement (Wyndham Hotels & Resorts, Inc.), Tax Matters Agreement (Wyndham Hotels & Resorts, Inc.)
