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

SpinCo Carrybacks and Claims for Refund. (a) Carrier hereby agrees that, unless UTC 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 Carrier Pre-Deconsolidation Period with respect to any Joint Return any Carrier Carryback arising in a Carrier Post-Deconsolidation Period shall be made, and no affirmative election shall be made to claim any such Carrier Carryback; provided, however, that the Parties agree that any such Adjustment Request shall be made with respect to any Carrier Carryback related to Federal or State Income Taxes, upon the reasonable request of Carrier, if (x) such Carrier Carryback is necessary to preserve the loss of the Federal and/or State Income Tax Benefit of such Carrier Carryback (including, but not limited to, an Adjustment Request with respect to a Carrier Carryback of a federal or state capital loss arising in a Carrier Post-Deconsolidation Period to a Carrier Pre-Deconsolidation Period) and (y) such Adjustment Request will cause no Tax detriment to UTC, the UTC Group or any member of the UTC Group. Any Adjustment Request to which UTC consents under this Section 4.08(a) shall be prepared and filed by the Responsible Company with respect to the Tax Return to be adjusted. (b) Otis hereby agrees that, unless UTC 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 Otis Pre-Deconsolidation Period with respect to any Joint Return any Otis Carryback arising in an Xxxx Post-Deconsolidation Period shall be made, and no affirmative election shall be made to claim any such Otis Carryback; provided, however, that the Parties agree that any such Adjustment Request shall be made with respect to any Otis Carryback related to Federal or State Income Taxes, upon the reasonable request of Otis, if (x) such Otis Carryback is necessary to preserve the loss of the Federal and/or State Income Tax Benefit of such Otis Carryback (including, but not limited to, an Adjustment Request with respect to an Otis Carryback of a federal or state capital loss arising in an Xxxx Post-Deconsolidation Period to an Otis Pre-Deconsolidation Period) and (y) such Adjustment Request will cause no Tax detriment to UTC, the UTC Group or any member of the UTC Group. Any Adjustment Request to which UTC consents under this Section 4.08(b) shall be prepared and filed by the Responsible Company with respect to the Tax Return to be adjusted.

SpinCo Carrybacks and Claims for Refund. (a) Carrier hereby agrees that, unless UTC 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 Carrier Pre-Deconsolidation Period with respect to any Joint Return any Carrier Carryback arising in a Carrier Post-Deconsolidation Period shall be made, and no affirmative election shall be made to claim any such Carrier Carryback; provided, however, that the Parties agree that any such Adjustment Request shall be made with respect to any Carrier Carryback related to Federal or State Income Taxes, upon the reasonable request of Carrier, if (x) such Carrier Carryback is necessary to preserve prevent the loss of the Federal and/or State Income Tax Benefit of such Carrier Carryback (including, but not limited to, an Adjustment Request with respect to a Carrier Carryback of a federal or state capital loss arising in a Carrier Post-Deconsolidation Period to a Carrier Pre-Deconsolidation Period) and (y) such Adjustment Request will cause no Tax detriment to UTC, the UTC Group or any member of the UTC Group. Any Adjustment Request to which UTC consents under this Section 4.08(a) shall be prepared and filed by the Responsible Company with respect to the Tax Return to be adjusted. (b) Otis hereby agrees that, unless UTC 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 Otis Pre-Deconsolidation Period with respect to any Joint Return any Otis Carryback arising in an Xxxx Post-Deconsolidation Period shall be made, and no affirmative election shall be made to claim any such Otis Carryback; provided, however, that the Parties agree that any such Adjustment Request shall be made with respect to any Otis Carryback related to Federal or State Income Taxes, upon the reasonable request of Otis, if (x) such Otis Carryback is necessary to preserve prevent the loss of the Federal and/or State Income Tax Benefit of such Otis Carryback (including, but not limited to, an Adjustment Request with respect to an Otis Carryback of a federal or state capital loss arising in an Xxxx Post-Deconsolidation Period to an Otis Pre-Deconsolidation Period) and (y) such Adjustment Request will cause no Tax detriment to UTC, the UTC Group or any member of the UTC Group. Any Adjustment Request to which UTC consents under this Section 4.08(b) shall be prepared and filed by the Responsible Company with respect to the Tax Return to be adjusted.

SpinCo Carrybacks and Claims for Refund. (a) Carrier The RMT Parties hereby agrees agree that, unless UTC consents in writingexcept as otherwise required by applicable Tax Law, (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 Carrier Pre-Deconsolidation Distribution Period with respect to any Joint Tax Return any Carrier Spinco Carryback arising in a Carrier Post-Deconsolidation Distribution Period shall be made, and no affirmative election shall be made to claim any such Carrier Spinco Carryback; provided. In the event that Spinco (or the appropriate member of the Spinco Group) is prohibited by applicable Law from waiving or otherwise forgoing a Spinco Carryback, however, that Remainco shall promptly pay over to Spinco any Tax Benefit the Parties agree that any such Adjustment Request shall be made Remainco Group actually realizes with respect to any Carrier such Spinco Carryback related to Federal or State Income “as and when” realized on a “with and without” basis (net of reasonable out-of-pocket costs, including Taxes, upon incurred in connection with receiving such Tax Benefit), determined by Remainco in good faith. In the reasonable request of Carrier, if event that Spinco (x) such Carrier Carryback is necessary to preserve or the loss of the Federal and/or State Income Tax Benefit of such Carrier Carryback (including, but not limited to, an Adjustment Request with respect to a Carrier Carryback of a federal or state capital loss arising in a Carrier Post-Deconsolidation Period to a Carrier Pre-Deconsolidation Period) and (y) such Adjustment Request will cause no Tax detriment to UTC, the UTC Group or any appropriate member of the UTC Spinco Group) is prohibited by applicable Law from waiving or otherwise forgoing a Spinco Carryback, Spinco shall notify Remainco in writing that such Spinco Carryback must be carried back. Any Adjustment Request to which UTC consents under For purposes of this Section 4.08(a) 3.06(a), a Tax Benefit shall be prepared and filed by deemed to have been realized at the Responsible Company with respect to time any actual Refund of Taxes is received or applied against other cash Taxes due, or at the time of filing a Tax Return (including a Tax Return relating to estimated Taxes) on which Spinco Carryback is applied in reduction of cash Taxes that would otherwise be adjustedpayable. (b) Otis The RMT Parties hereby agrees agree that, unless UTC Xxxxxxxx consents in writingwriting (which consent may not be unreasonably withheld, (iconditioned, or delayed) or as required by applicable Tax Law, no member of the RMT Group shall file any Adjustment Request with respect to any Joint Tax Return shall be filed, and (iior the applicable portion thereof) relating to a member of the Spinco Group for any available elections to waive the right to claim in any Otis Pre-Deconsolidation Period with respect to any Joint Return any Otis Carryback arising Distribution Period. (c) Remainco hereby agrees that, unless RMT Partner consents in an Xxxx Post-Deconsolidation Period shall writing (which consent may not be madeunreasonably withheld, and conditioned, or delayed) or as required by applicable Tax Law, no affirmative election shall be made to claim any such Otis Carryback; provided, however, that the Parties agree that any such Adjustment Request shall be made with respect to any Otis Carryback related to Federal or State Income Taxes, upon the reasonable request of Otis, if (x) such Otis Carryback is necessary to preserve the loss member of the Federal and/or State Income Tax Benefit of such Otis Carryback (including, but not limited to, an Remainco Group shall file any Adjustment Request with respect to an Otis Carryback of any Tax Return (or the applicable portion thereof) relating to a federal or state capital loss arising in an Xxxx Post-Deconsolidation Period to an Otis Pre-Deconsolidation Period) and (y) such Adjustment Request will cause no Tax detriment to UTC, the UTC Group or any member of the UTC Group. Any Adjustment Request to which UTC consents under this Section 4.08(b) shall be prepared and filed by the Responsible Company with respect to the Tax Return to be adjustedSpinco Group for any Pre-Distribution Period.

SpinCo Carrybacks and Claims for Refund. (a) Carrier The RMT Parties hereby agrees agree that, unless UTC consents in writingexcept as otherwise required by applicable Tax Law, (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 Carrier Pre-Deconsolidation Distribution Period with respect to any Joint Tax Return any Carrier Spinco Carryback arising in a Carrier Post-Deconsolidation Distribution Period shall be made, and no affirmative election shall be made to claim any such Carrier Spinco Carryback; provided. In the event that Spinco (or the appropriate member of the Spinco Group) is prohibited by applicable Law from waiving or otherwise forgoing a Spinco Carryback, however, that Remainco shall promptly pay over to Spinco any Tax Benefit the Parties agree that any such Adjustment Request shall be made Remainco Group actually realizes with respect to any Carrier such Spinco Carryback related to Federal or State Income “as and when” realized on a “with and without” basis (net of reasonable out-of-pocket costs, including Taxes, upon incurred in connection with receiving such Tax Benefit), determined by Remainco in good faith. In the reasonable request of Carrier, if event that Spinco (x) such Carrier Carryback is necessary to preserve or the loss of the Federal and/or State Income Tax Benefit of such Carrier Carryback (including, but not limited to, an Adjustment Request with respect to a Carrier Carryback of a federal or state capital loss arising in a Carrier Post-Deconsolidation Period to a Carrier Pre-Deconsolidation Period) and (y) such Adjustment Request will cause no Tax detriment to UTC, the UTC Group or any appropriate member of the UTC Spinco Group) is prohibited by applicable Law from waiving or otherwise forgoing a Spinco Carryback, Spinco shall notify Remainco in writing that such Spinco Carryback must be carried back. Any Adjustment Request to which UTC consents under For purposes of this Section 4.08(a) 3.06(a), a Tax Benefit shall be prepared and filed by deemed to have been realized at the Responsible Company with respect to time any actual refund of Taxes is received or applied against other cash Taxes due, or at the time of filing a Tax Return (including a Tax Return relating to estimated Taxes) on which Spinco Carryback is applied in reduction of cash Taxes that would otherwise be adjustedpayable. (b) Otis The RMT Parties hereby agrees agree that, unless UTC Remainco consents in writingwriting (which consent may not be unreasonably withheld, (iconditioned, or delayed) or as required by applicable Tax Law, no member of the RMT Group shall file any Adjustment Request with respect to any Joint Tax Return shall be filed, and (iior the applicable portion thereof) relating to a member of the Spinco Group for any available elections to waive the right to claim in any Otis Pre-Deconsolidation Period with respect to any Joint Return any Otis Carryback arising Distribution Period. (c) Remainco hereby agrees that, unless RMT Partner consents in an Xxxx Post-Deconsolidation Period shall writing (which consent may not be madeunreasonably withheld, and conditioned, or delayed) or as required by applicable Tax Law, no affirmative election shall be made to claim any such Otis Carryback; provided, however, that the Parties agree that any such Adjustment Request shall be made with respect to any Otis Carryback related to Federal or State Income Taxes, upon the reasonable request of Otis, if (x) such Otis Carryback is necessary to preserve the loss member of the Federal and/or State Income Tax Benefit of such Otis Carryback (including, but not limited to, an Remainco Group shall file any Adjustment Request with respect to an Otis Carryback of any Tax Return (or the applicable portion thereof) relating to a federal or state capital loss arising in an Xxxx Post-Deconsolidation Period to an Otis Pre-Deconsolidation Period) and (y) such Adjustment Request will cause no Tax detriment to UTC, the UTC Group or any member of the UTC Group. Any Adjustment Request to which UTC consents under this Section 4.08(b) shall be prepared and filed by the Responsible Company with respect to the Tax Return to be adjustedSpinco Group for any Pre-Distribution Period.

SpinCo Carrybacks and Claims for Refund. (a) Carrier The LogMeIn Parties hereby agrees agree that, unless UTC Citrix consents in writingwriting (which consent may not be unreasonably withheld, conditioned, or delayed) or as required by Law, (i) no SpinCo Entity (nor its successors) shall file any Adjustment Request with respect to any Joint Tax Return shall be filed, for a Pre-Distribution Period or Straddle Period and (ii) any available elections to waive the right to claim in any Carrier Pre-Deconsolidation Distribution Period with respect to any Joint Tax Return any Carrier SpinCo Carryback arising in a Carrier Post-Deconsolidation Distribution Period shall be made, and no affirmative election shall be made to claim any such Carrier SpinCo Carryback. In the event that SpinCo (or the appropriate member of the SpinCo Group) is prohibited by applicable Law from waiving or otherwise forgoing a SpinCo Carryback or Citrix consents to a SpinCo Carryback (which consent may not be unreasonably withheld, conditioned, or delayed), Citrix shall cooperate with SpinCo, at SpinCo’s expense, in seeking from the appropriate Tax Authority such Tax Benefit as reasonably would result from such SpinCo Carryback, to the extent that such Tax Benefit is directly attributable to such SpinCo Carryback, and shall pay over to SpinCo the amount of such Tax Benefit within ten (10) days after such Tax Benefit is recognized; provided, however, that SpinCo shall indemnify and hold the Parties agree that members of the Citrix Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Adjustment Request shall be made with respect to any Carrier Carryback related to Federal or State Income TaxesSpinCo Carryback, upon the reasonable request of Carrierincluding, if (x) such Carrier Carryback is necessary to preserve without limitation, the loss or postponement of any benefit from the Federal and/or State Income use of Tax Benefit of such Carrier Carryback (including, but not limited to, an Adjustment Request with respect to Attributes generated by a Carrier Carryback of a federal or state capital loss arising in a Carrier Post-Deconsolidation Period to a Carrier Pre-Deconsolidation Period) and (y) such Adjustment Request will cause no Tax detriment to UTC, the UTC Group or any member of the UTC Group. Any Adjustment Request Citrix Group if (i) such Tax Attributes expire unused, but would have been utilized but for such SpinCo Carryback, or (ii) the use of such Tax Attributes is postponed to which UTC consents under this Section 4.08(a) shall be prepared and filed by the Responsible Company with respect to a later Tax Period than the Tax Return to be adjustedPeriod in which such Tax Attributes would have been used but for such SpinCo Carryback. (b) Otis Citrix hereby agrees that, unless UTC RMT Parent consents in writingwriting (which consent may not be unreasonably withheld, (iconditioned, or delayed) or as required by Law, no member of the Citrix Group shall file any Adjustment Request with respect to any Joint Tax Return shall for a SpinCo Entity if the result could reasonably be filed, and (ii) any available elections expected to waive change the right to claim in any Otis Pre-Deconsolidation Period with respect to any Joint Return any Otis Carryback arising in an Xxxx Post-Deconsolidation Period shall be made, and no affirmative election shall be made to claim any such Otis Carryback; provided, however, that the Parties agree that any such Adjustment Request shall be made with respect to any Otis Carryback related to Federal or State Income Taxes, upon the reasonable request Tax liability of Otis, if (x) such Otis Carryback is necessary to preserve the loss of the Federal and/or State Income Tax Benefit of such Otis Carryback (including, but not limited to, an Adjustment Request with respect to an Otis Carryback of a federal or state capital loss arising in an Xxxx Post-Deconsolidation Period to an Otis Pre-Deconsolidation Period) and (y) such Adjustment Request will cause no Tax detriment to UTC, the UTC Group or any member of the UTC Group. Any Adjustment Request to which UTC consents under this Section 4.08(b) shall be prepared and filed by the Responsible Company with respect to the LogMeIn Group for any Tax Return to be adjustedPeriod.

SpinCo Carrybacks and Claims for Refund. (a) Carrier The LogMeIn Parties hereby agrees agree that, unless UTC Citrix consents in writingwriting (which consent may not be unreasonably withheld, conditioned, or delayed) or as required by Law, (i) no SpinCo Entity (nor its successors) shall file any Adjustment Request with respect to any Joint Tax Return shall be filed, for a Pre-Distribution Period or Straddle Period and (ii) any available elections to waive the right to claim in any Carrier Pre-Deconsolidation Distribution Period with respect to any Joint Tax Return any Carrier SpinCo Carryback arising in a Carrier Post-Deconsolidation Distribution Period shall be made, and no affirmative election shall be made to claim any such Carrier SpinCo Carryback. In the event that SpinCo (or the appropriate member of the SpinCo Group) is prohibited by applicable Law from waiving or otherwise forgoing a SpinCo Carryback or Citrix consents to a SpinCo Carryback (which consent may not be unreasonably withheld, conditioned, or delayed), Citrix shall cooperate with SpinCo, at SpinCo’s expense, in seeking from the appropriate Tax Authority such Tax Benefit as reasonably would result from such SpinCo Carryback, to the extent that such Tax Benefit is directly attributable to such SpinCo Carryback, and shall pay over to SpinCo the amount of such Tax Benefit within ten (10) days after such Tax Benefit is recognized; provided, however, that SpinCo shall indemnify and hold the Parties agree that members of the Citrix Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Adjustment Request shall be made with respect to any Carrier Carryback related to Federal or State Income TaxesSpinCo Carryback, upon the reasonable request of Carrierincluding, if (x) such Carrier Carryback is necessary to preserve without limitation, the loss or postponement of any benefit from the Federal and/or State Income use of Tax Benefit of such Carrier Carryback (including, but not limited to, an Adjustment Request with respect to Attributes generated by a Carrier Carryback of a federal or state capital loss arising in a Carrier Post-Deconsolidation Period to a Carrier Pre-Deconsolidation Period) and (y) such Adjustment Request will cause no Tax detriment to UTC, the UTC Group or any member of the UTC Group. Any Adjustment Request to which UTC consents under this Section 4.08(a) shall be prepared and filed by the Responsible Company with respect to the Tax Return to be adjusted. (b) Otis hereby agrees that, unless UTC consents in writing, Citrix Group if (i) no Adjustment Request with respect to any Joint Return shall be filedsuch Tax Attributes expire unused, and but would have been utilized but for such SpinCo Carryback, or (ii) any available elections to waive the right to claim in any Otis Pre-Deconsolidation Period with respect to any Joint Return any Otis Carryback arising in an Xxxx Post-Deconsolidation Period shall be made, and no affirmative election shall be made to claim any such Otis Carryback; provided, however, that the Parties agree that any such Adjustment Request shall be made with respect to any Otis Carryback related to Federal or State Income Taxes, upon the reasonable request of Otis, if (x) such Otis Carryback is necessary to preserve the loss of the Federal and/or State Income Tax Benefit use of such Otis Carryback (including, but not limited to, an Adjustment Request with respect Tax Attributes is postponed to an Otis Carryback of a federal or state capital loss arising in an Xxxx Post-Deconsolidation later Tax Period to an Otis Pre-Deconsolidation Period) and (y) such Adjustment Request will cause no Tax detriment to UTC, the UTC Group or any member of the UTC Group. Any Adjustment Request to which UTC consents under this Section 4.08(b) shall be prepared and filed by the Responsible Company with respect to than the Tax Return to be adjustedPeriod in which such Tax Attributes would have been used but for such SpinCo Carryback.