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

SpinCo Carrybacks and Claims for Refund. Unless the prior written consent of ParentCo is obtained (which consent may not be unreasonably withheld, conditioned, or delayed), SpinCo shall (and shall cause each other member of the SpinCo Group to) (i) not file an Adjustment Request with respect to any Tax Return that reflects Taxes for which ParentCo is responsible under Article II, (ii) make any available election to waive the right to claim a SpinCo Carryback (arising in a Post-Distribution Period) in any Tax Return that reflects Taxes for which ParentCo is responsible under Article II, and (iii) not make any affirmative election to claim any such SpinCo Carryback.