Common use of Tax Deductions Clause in Contracts

Tax Deductions. With respect to the Equity Compensation held by individuals who are RRD Employees or RRD directors at the time the Equity Compensation becomes Taxable and individuals who are Former RRD Employees at such time, RRD shall claim any federal, state and/or local Tax deductions after the Final Separation Date, and LSC and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are LSC Employees or LSC directors at the time the Equity Compensation becomes Taxable and individuals who are Former LSC Employees at such time, LSC shall claim any federal, state and/or local Tax deductions after the LSC Distribution Date, and RRD and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are Donnelley Financial Employees or Donnelley Financial directors at the time the Equity Compensation becomes Taxable and individuals who are Former Donnelley Financial Employees at such time, Donnelley Financial shall claim any federal, state and/or local Tax deductions after the Donnelley Financial Distribution Date, and LSC and RRD shall not claim such deductions. If any of RRD, LSC or Donnelley Financial determines in its reasonable judgement that there is a substantial likelihood that a Tax deduction that was assigned to RRD, LSC or Donnelley Financial pursuant to this Section 6.12 will instead be available to another of the Parties (whether as a result of a determination by the Internal Revenue Service, a change in the Code or the regulations or guidance thereunder, or otherwise), it will notify the other Party and all Parties will negotiate in good faith to resolve the issue in accordance with the following principle: the Party entitled to the deduction shall pay to the other party an amount that places the other Party in a financial position equivalent to the financial position the Party would have been in had the Party received the deduction as intended under this Section 6.12. Such amount shall be paid within ninety (90) days of filing the last Tax return necessary to make the determination described in the preceding sentence.

Tax Deductions. With respect to the Equity Compensation held by individuals who are RRD Employees or RRD directors Altria Group employees at the time the Equity Compensation becomes Taxable taxable and individuals who are Former RRD Employees not employees of the PMI Group or Non-PMI Group at such timetime but were last employees of the Altria Group, RRD Altria shall claim any federal, state and/or local Tax tax deductions after the Final Separation Distribution Date, and LSC and Donnelley Financial PMI shall not claim such deductions. With respect to the Equity Compensation held by individuals who are LSC Employees or LSC directors employees of the PMI Group at the time the Equity Compensation becomes Taxable taxable and individuals who are Former LSC Employees not employees of the PMI Group or Non-PMI Group at such timetime but were last employees of the PMI Group, LSC PMI shall claim any federal, state and/or local Tax tax deductions after the LSC Distribution Date, and RRD and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are Donnelley Financial Employees or Donnelley Financial directors at the time the Equity Compensation becomes Taxable and individuals who are Former Donnelley Financial Employees at such time, Donnelley Financial shall claim any federal, state and/or local Tax deductions after the Donnelley Financial Distribution Date, and LSC and RRD Altria shall not claim such deductions. If any of RRD, LSC either Altria or Donnelley Financial PMI determines in its reasonable judgement judgment that there is a substantial likelihood that a Tax tax deduction that was assigned to RRD, LSC Altria or Donnelley Financial PMI pursuant to this Section 6.12 5.7(c) will instead be available only to another of the Parties other party (whether as a result of a determination by the Internal Revenue Service, a change in the Code or the regulations or guidance thereunder, or otherwise), it will notify the other Party party and all Parties both parties will negotiate in good faith to resolve the issue in accordance with the following principle: the Party party entitled to the deduction shall pay to the other party an amount that places the other Party party in a financial position equivalent to the financial position the Party party would have been in had the Party party received the deduction as intended under this Section 6.125.7(c). Such amount shall be paid within ninety (90) 90 days of filing the last Tax tax return necessary to make the determination described in the preceding sentence.

Tax Deductions. With respect to the Equity Compensation held by individuals who are RRD Employees or RRD directors at the time the Equity Compensation becomes Taxable and individuals who are Former RRD Employees at such time, RRD shall claim any federal, state and/or local Tax deductions after the Final Separation Date, and LSC and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are LSC Employees or LSC directors at the time the Equity Compensation becomes Taxable and individuals who are Former LSC Employees at such time, LSC shall claim any federal, state and/or local Tax deductions after the LSC Distribution Date, and RRD and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are Donnelley Financial Employees or Donnelley Financial directors at the time the Equity Compensation becomes Taxable and individuals who are Former Donnelley Financial Employees at such time, Donnelley Financial shall claim any federal, state and/or local Tax deductions after the Donnelley Financial Distribution Date, and LSC and RRD shall not claim such deductions. If any of RRD, LSC or Donnelley Financial determines in its reasonable judgement that there is a substantial likelihood that a Tax deduction that was assigned to RRD, LSC or Donnelley Financial pursuant to this Section 6.12 will instead be available to another of the Parties (whether as a result of a determination by the Internal Revenue Service, a change in the Code or the regulations or guidance thereunder, or otherwise), it will notify the other Party and all Parties will negotiate in good faith to resolve the issue in accordance with the following principle: the Party entitled to the deduction shall pay to the other party an amount that places the other Party in a financial position equivalent to the financial position the Party would have been in had the Party received the deduction as intended under this Section 6.12. Such amount shall be paid within [ninety (90) )] days of filing the last Tax return necessary to make the determination described in the preceding sentence.

Tax Deductions. With The Parties agree that, to the extent permitted by applicable Law at a “more likely than not” or higher level of confidence, any deductions (that are deductible at a “more likely than not” or higher level of confidence) of any Acquired Company attributable to (i) any Transaction Expenses, (ii) any similar expenses of an Acquired Company, and any bonuses or other compensation, paid or accrued by an Acquired Company on or before the Closing Date, or paid promptly after the Closing Date in accordance with typical payroll practices, or paid by Buyer on behalf of an Acquired Company, (iii) any deductible payments included as a liability in Indebtedness as finally determined, and (iv) any expenses of an Acquired Company included as a liability in Net Working Capital as finally determined, shall, to the extent in all such cases that any such deductions described in the preceding clauses (i) through (iv) were paid directly by an Acquired Company or Sellers on or prior to the Closing Date or funded indirectly by an Acquired Company or Sellers as a reduction to the Final Purchase Price as finally determined, be allocated as applicable to the Pre-Closing Tax Period and Buyer shall, and shall cause its Affiliates, including an Acquired Company on or after the Closing Date, to not take any inconsistent position on any Tax Return unless otherwise required by applicable Law. If the Parties are unable to agree on whether such allocation is required by applicable Law at a “more likely than not” or higher level of confidence, they shall resolve any disagreement using procedures similar to those set forth in Section 2.3(d). Each Acquired Company, as applicable, will adopt the seventy percent (70%) safe-harbor (and to include the applicable election statements) with respect to any Transaction Expenses that are “success-based” fees under Section 4 of Revenue Procedure 2011-29 on any Tax Return that includes the Equity Compensation held by individuals who are RRD Employees or RRD directors at Closing Date. In addition, any increase in the time the Equity Compensation becomes Taxable and individuals who are Former RRD Employees at such time, RRD shall claim adjusted tax basis of any federal, state and/or local Tax deductions after the Final Separation Date, and LSC and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are LSC Employees or LSC directors at the time the Equity Compensation becomes Taxable and individuals who are Former LSC Employees at such time, LSC shall claim any federal, state and/or local Tax deductions after the LSC Distribution Date, and RRD and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are Donnelley Financial Employees or Donnelley Financial directors at the time the Equity Compensation becomes Taxable and individuals who are Former Donnelley Financial Employees at such time, Donnelley Financial shall claim any federal, state and/or local Tax deductions after the Donnelley Financial Distribution Date, and LSC and RRD shall not claim such deductions. If any owner of RRD, LSC or Donnelley Financial determines in its reasonable judgement that there is a substantial likelihood that a Tax deduction that was assigned to RRD, LSC or Donnelley Financial pursuant to this Section 6.12 will instead be available to another of the Parties (whether BMP as a result of the pass-through of tax-exempt income recognized in a determination by Pre-Closing Tax Period upon the Internal Revenue Service, a change in discharge or deemed discharge of any PPP Loan shall be reflected on the Code or the regulations or guidance thereunder, or otherwise), it will notify the other Party and all Parties will negotiate in good faith to resolve the issue in accordance with the following principle: the Party entitled BMP Final Tax Returns to the deduction shall pay to the other party an amount that places the other Party in extent permitted under applicable Law at a financial position equivalent to the financial position the Party would have been in had the Party received the deduction as intended under this Section 6.12. Such amount shall be paid within ninety (90) days “more likely than not” or higher level of filing the last Tax return necessary to make the determination described in the preceding sentenceconfidence.

Tax Deductions. With respect Notwithstanding anything to the Equity Compensation held by individuals who are RRD Employees contrary in this Agreement, unless the IRS issues a contrary private letter ruling to Conexant or RRD directors at Mindspeed, or Conexant and Mindspeed otherwise agree in writing, (i) the time Conexant Tax Group (and not the Equity Compensation becomes Taxable and individuals who are Former RRD Employees at such time, RRD Mindspeed Tax Group) shall claim any federal, state and/or local Post-Distribution Date Tax deductions after in respect of Conexant Common Stock Options exercised by, or Conexant Restricted Shares held by, Conexant Group Employees and Former Employees, (ii) the Final Separation Date, Conexant Tax Group (and LSC and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are LSC Employees or LSC directors at the time the Equity Compensation becomes Taxable and individuals who are Former LSC Employees at such time, LSC Mindspeed Tax Group) shall claim any federal, state and/or local Post-Distribution Date Tax deductions after in respect of Mindspeed Common Stock Options exercised by, or Mindspeed Restricted Shares held by, Conexant Group Employees and Former Employees and Conexant shall pay to Mindspeed the LSC Distribution Date, and RRD and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are Donnelley Financial Employees or Donnelley Financial directors at the time the Equity Compensation becomes Taxable and individuals who are Former Donnelley Financial Employees at such time, Donnelley Financial shall claim any federal, state and/or local Tax deductions after the Donnelley Financial Distribution Date, and LSC and RRD shall not claim such deductions. If any of RRD, LSC or Donnelley Financial determines in its reasonable judgement that there is a substantial likelihood that a Tax deduction that was assigned to RRD, LSC or Donnelley Financial pursuant to this Section 6.12 will instead be available to another of the Parties (whether amount received as a result of a determination any Tax benefit realized in respect of such Tax deductions within ten days after such amount is Actually Realized by Conexant, (iii) the Internal Revenue Service, a change Mindspeed Tax Group (and not the Conexant Tax Group) shall claim any Post-Distribution Date Tax deductions in the Code or the regulations or guidance thereunderrespect of Conexant Common Stock Options exercised by, or otherwise)Conexant Restricted Shares held by, it will notify the other Party Mindspeed Group Employees and all Parties will negotiate in good faith to resolve the issue in accordance with the following principle: the Party entitled to the deduction Former Employees and Mindspeed shall pay to Conexant the other party an amount that places received as a result of any Tax benefit realized in respect of such Tax deductions within ten days after such amount is Actually Realized by Mindspeed, and (iv) the other Party Mindspeed Tax Group (and not the Conexant Tax Group) shall claim the Post-Distribution Date Tax deductions in a financial position equivalent respect of the Mindspeed Common Stock Options exercised by, or Mindspeed Restricted Shares held by, Mindspeed Group Employees and Former Employees. In the case of Skyworks stock options and Skyworks restricted stock held by Mindspeed Group Employees and Former Employees, to the financial position extent the Party would have been tax allocation agreement between Conexant and Skyworks dated as of June 25, 2002 allocates the Tax deduction to the employer corporation, Mindspeed shall, within ten days after any Tax refund or credit arising in had respect of the Party received the Tax deduction as intended under this Section 6.12. Such with respect to such stock options and restricted stock is Actually Realized by Mindspeed, pay such amount shall be paid within ninety (90) days of filing the last Tax return necessary to make the determination described in the preceding sentenceSkyworks.