Common use of Taxes and Losses with Respect to Tracking Stock Clause in Contracts

Taxes and Losses with Respect to Tracking Stock. (i) Controlled shall be allocated all Tracking Stock Taxes and Losses other than any Tracking Stock Taxes and Losses allocated to Distributing pursuant to clause (ii) of this Section 2.2(e). (ii) Distributing shall be allocated any Tracking Stock Taxes and Losses that (x) result primarily from, individually or in the aggregate, any breach by Distributing of any of its covenants set forth in Section 7.1 hereof, or (y) result from "deferred intercompany transactions" or "excess loss accounts" (as those terms are defined by Treasury Regulations) that are triggered by the actual or deemed disposition of any assets referred to in clause (ii) or (iv) of the definition of "Tracking Stock Taxes and Losses" and would otherwise be allocated to Distributing, but for clause (i) of this Section 2.2(e).

Taxes and Losses with Respect to Tracking Stock. (i) Controlled Spinco shall be allocated all Tracking Stock Taxes and Losses other than any Tracking Stock Taxes and Losses allocated to Distributing pursuant to clause (ii) of this Section 2.2(e). (ii) Distributing shall be allocated any Tracking Stock Taxes and Losses that (x) result primarily from, individually or in the aggregate, any breach by Distributing of any of its covenants set forth in Section 7.1 hereof, or (y) result from "“deferred intercompany transactions" ” or "“excess loss accounts" ” (as those terms are defined by Treasury Regulations) that are triggered by the actual or deemed disposition of any assets referred to in clause (ii) or (iv) of the definition of "“Tracking Stock Taxes and Losses" ” and would otherwise be allocated to Distributing, but for clause (i) of this Section 2.2(e).

Taxes and Losses with Respect to Tracking Stock. (i) Controlled shall be allocated all Tracking Stock Taxes and Losses other than any Tracking Stock Taxes and Losses allocated to Distributing pursuant to clause (ii) of this Section 2.2(e). (ii) Distributing shall be allocated any Tracking Stock Taxes and Losses that (x) result primarily from, individually or in the aggregate, any breach by Distributing of any of its covenants set forth in Section 7.1 hereof, or (y) result from "“deferred intercompany transactions" ” or "“excess loss accounts" ” (as those terms are defined by Treasury Regulations) that are triggered by the actual or deemed disposition of any assets referred to in clause (ii) or (iv) of the definition of "“Tracking Stock Taxes and Losses" ” and would otherwise be allocated to Distributing, but for clause (i) of this Section 2.2(e).