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

Taxes and Losses with Respect to Tracking Stock. (i) Distributing and Splitco shall each be allocated their Respective Percentage of any 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(c) or to Splitco pursuant to clause (iii) of this Section 2.2(c). (ii) Distributing shall be allocated any Tracking Stock Taxes and Losses that result from (x) DITs or ELAs triggered by any deemed disposition of any assets or liabilities referred to in clause (iii) of the definition of “Tracking Stock Taxes and Losses” that formed a part of the Distributing Business or (y) any deemed exchange or disposition of Distributing’s 1.375% Cash Convertible Notes. (iii) Splitco shall be allocated any Tracking Stock Taxes and Losses that result from DITs or ELAs triggered by any deemed disposition of any assets or liabilities referred to in clause (iii) of the definition of “Tracking Stock Taxes and Losses” that formed a part of the Splitco Business.