Common use of SpinCo Carrybacks and Claims for Refund Clause in Contracts

SpinCo Carrybacks and Claims for Refund. SpinCo hereby agrees that, unless Parent consents in writing, (i) no Adjustment Request with respect to any Joint Return shall be filed and (ii) any available elections to waive the right to claim in any Pre-Deconsolidation Period with respect to any Joint Return any SpinCo Carryback arising in a Post-Deconsolidation Period shall be made, and no affirmative election shall be made to claim any such SpinCo Carryback; provided, however, that the parties agree that any such Adjustment Request shall be made with respect to any SpinCo Carryback related to U.S. federal or State Taxes, upon the reasonable request of SpinCo, if (a) such SpinCo Carryback is necessary to prevent the loss of the federal and/or State Tax Benefit of such SpinCo Carryback, (b) such Adjustment Request, based on Parent’s sole determination, will cause no Tax detriment to any member of the Parent Group and (c) such Adjustment Request, based on Parent’s sole determination, will not result in any unreimbursed expense for any member of the Parent Group. Any Adjustment Request which Parent consents to make under this Section 4.07 shall be prepared and filed by the Responsible Company for the Tax Return to be adjusted.

SpinCo Carrybacks and Claims for Refund. SpinCo hereby agrees that, unless Parent consents in writing, (i) no Adjustment Request with respect to any Tax Return with respect to which Parent is the Responsible Company (including any Joint Return) or any other Tax Return reflecting Taxes for which Parent is responsible under Section 2 shall be filed filed, and (ii) any available elections to waive the right to claim in any Pre-Deconsolidation Period with respect to any Tax Return with respect to which Parent is the Responsible Company (including any Joint Return) or any Tax Return reflecting Taxes for which both Parent and SpinCo are responsible under Section 2 any SpinCo Carryback arising in a Post-Deconsolidation Period shall be made, and no affirmative election shall be made to claim any such SpinCo Carryback; provided, however, that the parties agree that any such Adjustment Request shall be made with respect to any SpinCo Carryback related to U.S. federal or State Income Taxes, upon the reasonable request of SpinCo, if (a) such SpinCo Carryback is necessary to prevent the loss of the federal and/or State Income Tax Benefit of such SpinCo CarrybackCarryback (including, (bbut not limited to, an Adjustment Request with respect to a SpinCo Carryback of a federal or State capital loss arising in a Post-Deconsolidation Period to a Pre-Deconsolidation Period) and such Adjustment Request, based on Parent’s sole determination, will cause no Tax detriment to any member of Parent, the Parent Group and (c) such Adjustment Request, based on Parent’s sole determination, will not result in any unreimbursed expense for or any member of the Parent Group. Any Adjustment Request which Parent consents to make under this Section 4.07 shall be prepared and filed by the Responsible Company for the Tax Return to be adjusted.

SpinCo Carrybacks and Claims for Refund. SpinCo hereby agrees that, unless Parent EPC consents in writing, (i) no Adjustment Request with respect to any Joint Return (or any Return of Other Taxes described in clause (II) of Section 5.02) shall be filed filed, and (ii) any available elections to waive the right to claim in any Pre-Deconsolidation Period with respect to any Joint Return (or any Return of Other Taxes described in clause (II) of Section 5.02) any SpinCo Carryback arising in a Post-Deconsolidation Period shall be made, and no affirmative election shall be made to claim any such SpinCo Carryback; provided, however, that the parties agree that any such Adjustment Request shall be made with respect to any SpinCo Carryback related to U.S. federal or State Income Taxes, upon the reasonable request of SpinCo, if (a) such SpinCo Carryback is necessary to prevent the loss of the federal and/or State Income Tax Benefit of such SpinCo CarrybackCarryback (including, (b) such but not limited to, an Adjustment Request, based on Parent’s sole determination, will cause no Tax detriment Request with respect to any member a SpinCo Carryback of the Parent Group and (c) such Adjustment Request, based on Parent’s sole determination, will not result a federal or State capital loss arising in any unreimbursed expense for any member of the Parent Groupa Post-Deconsolidation Period to a Pre-Deconsolidation Period). Any Adjustment Request which Parent EPC consents to make under this Section 4.07 shall be prepared and filed by the Responsible Company for the Tax Return to be adjusted.

SpinCo Carrybacks and Claims for Refund. SpinCo hereby agrees that, unless Parent XPO consents in writing, (ia) no Adjustment Request with respect to any Joint Return shall be filed and (iib) any available elections to waive the right to claim in any SpinCo Pre-Deconsolidation Period with respect to any Joint Return any SpinCo Carryback arising in a SpinCo Post-Deconsolidation Period shall be made, and no affirmative election shall be made to claim any such SpinCo Carryback; provided, however, that the parties Parties agree that any such Adjustment Request shall be made with respect to any SpinCo Carryback related to U.S. federal Federal Income Taxes or State Income Taxes, upon the reasonable request of SpinCo, if (ai) such SpinCo Carryback is necessary to prevent the loss of the federal Federal Income and/or State Income Tax Benefit of such SpinCo CarrybackCarryback (including, but not limited to, an Adjustment Request with respect to a SpinCo Carryback of a federal or state capital loss arising in a Post-Deconsolidation Period to a Pre-Deconsolidation Period) and (bii) such Adjustment Request, based on ParentXPO’s determination, in its sole determinationand absolute discretion, will cause no Tax detriment to XPO, the XPO Group or any member of the Parent Group and (c) such Adjustment Request, based on Parent’s sole determination, will not result in any unreimbursed expense for any member of the Parent XPO Group. Any Adjustment Request to which Parent XPO consents to make under this Section 4.07 4.08 shall be prepared and filed by the Responsible Company for with respect to the Tax Return to be adjusted, subject to Section 4.07.

SpinCo Carrybacks and Claims for Refund. SpinCo hereby agrees that, unless Parent XPO consents in writing, (ia) no Adjustment Request with respect to any Joint Return shall be filed filed, and (iib) any available elections to waive the right to claim in any SpinCo Pre-Deconsolidation Period with respect to any Joint Return any SpinCo Carryback arising in a SpinCo Post-Deconsolidation Period shall be made, and no affirmative election shall be made to claim any such SpinCo Carryback; provided, however, that the parties Parties agree that any such Adjustment Request shall be made with respect to any SpinCo Carryback related to U.S. federal Federal or State Income Taxes, upon the reasonable request of SpinCo, if (ai) such SpinCo Carryback is necessary to prevent the loss of the federal Federal and/or State Income Tax Benefit of such SpinCo CarrybackCarryback (including, but not limited to, an Adjustment Request with respect to a SpinCo Carryback of a federal or state capital loss arising in a Post-Deconsolidation Period to a Pre-Deconsolidation Period) and (bii) such Adjustment Request, based on ParentXPO’s sole reasonable determination, will cause no Tax detriment to XPO, the XPO Group or any member of the Parent Group and (c) such Adjustment Request, based on Parent’s sole determination, will not result in any unreimbursed expense for any member of the Parent XPO Group. Any Adjustment Request to which Parent XPO consents to make under this Section 4.07 4.08 shall be prepared and filed by the Responsible Company for with respect to the Tax Return to be adjusted.

SpinCo Carrybacks and Claims for Refund. SpinCo hereby agrees that, unless Parent IAC consents in writing, (i) no Adjustment Request with respect to any Joint Return (or any Tax Return of Other Taxes reflecting Taxes for which both IAC and SpinCo are responsible under Section 2) shall be filed filed, and (ii) any available elections to waive the right to claim in any Pre-Deconsolidation Period with respect to any Joint Return (or any Tax Return of Other Taxes reflecting Taxes for which both IAC and SpinCo are responsible under Section 2) any SpinCo Carryback arising in a Post-Deconsolidation Period shall be made, and no affirmative election shall be made to claim any such SpinCo Carryback; provided, however, that the parties Parties agree that any such Adjustment Request shall be made with respect to any SpinCo Carryback related to U.S. federal Federal or State Income Taxes, upon the reasonable request of SpinCo, if (ax) such SpinCo Carryback is necessary to prevent the loss of the federal Federal and/or State Income Tax Benefit of such SpinCo CarrybackCarryback (including, but not limited to, an Adjustment Request with respect to a SpinCo Carryback of a federal or state capital loss arising in a Post-Deconsolidation Period to a Pre-Deconsolidation Period) and (by) such Adjustment Request, based on ParentIAC’s sole determination, will cause no Tax detriment to IAC, the IAC Group or any member of the Parent Group and (c) such Adjustment Request, based on Parent’s sole determination, will not result in any unreimbursed expense for any member of the Parent IAC Group. Any Adjustment Request to which Parent IAC consents to make under this Section 4.07 shall be prepared and filed by the Responsible Company for with respect to the Tax Return to be adjusted.

SpinCo Carrybacks and Claims for Refund. SpinCo hereby agrees that, unless Parent VSI consents in writing, (i) no neither SpinCo, nor any Affiliate of SpinCo, shall make or file any Adjustment Request with respect to any Joint Return shall be filed VSI Group Returns, and (ii) SpinCo and its Affiliates shall make or file any available elections to waive the right to claim in any Pre-Deconsolidation Period with respect to any Joint Return any SpinCo Carryback arising in a Post-Deconsolidation Separation Completion Period shall be madeto any Pre-Separation Completion Period with respect to any VSI Group Returns, and no neither SpinCo, nor any Affiliate of SpinCo, shall make or file any affirmative election shall be made to claim any such SpinCo Carryback; provided, however, that the parties SpinCo and VSI agree that any such Adjustment Request shall be made with respect to any SpinCo Carryback related to U.S. federal or State TaxesCarryback, upon the reasonable request of SpinCo, if (a) such SpinCo Carryback is necessary to prevent the loss of the federal and/or State Tax Benefit of such SpinCo Carryback, (b) Carryback and such Adjustment Request, based on ParentVSI’s sole determination, will cause no Tax detriment to the VSI Group or any member of the Parent VSI Group and (c) such Adjustment Request, based on Parent’s sole determination, will not unless SpinCo agrees to reimburse VSI for the Tax detriment (including as a result of any disallowance in any unreimbursed expense for any member whole or in part of the Parent GroupSpinCo Carryback) at no net cost to VSI). Any Adjustment Request which Parent VSI consents to make under this Section 4.07 3.3(a) shall be prepared and filed by VSI or the Responsible Company applicable member of the VSI Group, and SpinCo shall be responsible for the Tax Return any out-of-pocket expenses with respect to be adjustedsuch request and filing.

SpinCo Carrybacks and Claims for Refund. SpinCo hereby agrees that, unless Parent Motorola consents in writing, (i) no Adjustment Request with respect to any Joint Return (or any Return of Other Taxes described in clause (II) of Section 5.02) shall be filed filed, and (ii) any available elections to waive the right to claim in any Pre-Deconsolidation Period with respect to any Joint Return (or any Return of Other Taxes described in clause (II) of Section 5.02) any SpinCo Carryback arising in a Post-Deconsolidation Period shall be made, and no affirmative election shall be made to claim any such SpinCo Carryback; provided, however, that the parties agree that any such Adjustment Request shall be made with respect to any SpinCo Carryback related to U.S. federal or State Taxes, upon the reasonable request of SpinCo, if (a) such SpinCo Carryback is necessary to prevent the loss of the federal and/or State Tax Benefit of such SpinCo CarrybackCarryback (including, (bbut not limited to, an Adjustment Request with respect to a SpinCo Carryback of a federal or State capital loss arising in a Post-Deconsolidation Period to a Pre-Deconsolidation Period) and such Adjustment Request, based on ParentMotorola’s sole sole, reasonable determination, will cause no Tax detriment to Motorola, the Motorola Group or any member of the Parent Group and (c) such Adjustment Request, based on Parent’s sole determination, will not result in any unreimbursed expense for any member of the Parent Motorola Group. Any Adjustment Request which Parent Motorola consents to make under this Section 4.07 shall be prepared and filed by the Responsible Company for the Tax Return to be adjusted.