Common use of Tax Attributes Clause in Contracts

Tax Attributes. (a) KAR shall reasonably and in good faith advise Spinco in writing of the amount, if any, of any Tax Attributes arising in a Pre-Distribution Period that shall be allocated or apportioned to the Spinco Group under applicable Law; provided, however, that with respect to the determination of Tax basis of assets transferred to Spinco, KAR shall make such determination reasonably and in good faith and consistent with the books and records of KAR and its Subsidiaries. KAR, all members of the KAR Group, Spinco and all members of the Spinco Group shall prepare all Tax Returns in accordance with such written notice unless there is not a Reasonable Basis for such determination or otherwise required by a Final Determination. For the avoidance of doubt, KAR shall not be required to create or cause to be created any books and records or reports or other documents based thereon that are of the type customarily prepared by outside legal, financial or accounting advisors (including, without limitation, “earnings & profits studies,” “basis studies” or similar determinations) in order to comply with this Section 3.10. (b) To the extent that the amount of any Tax Attribute is later reduced or increased by a Taxing Authority or Tax Contest, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 3.10(a). (c) Notwithstanding the foregoing in this Section 3.10, the allocation or apportionment of Equity Award Deductions shall be governed by the Employee Matters Agreement.