Common use of Treatment of Payments for Tax Purposes Clause in Contracts

Treatment of Payments for Tax Purposes. Unless otherwise required by a Final Determination, this Agreement or the Tax Matters Agreement, the Parties agree that any payment made pursuant to this Agreement (other than payments with respect to interest accruing after the Effective Time) by: (i) SpinCo to KAR shall be treated for all tax purposes as a distribution by SpinCo to KAR with respect to SpinCo Shares occurring immediately before the Distribution; (ii) KAR to SpinCo shall be treated for all tax purposes as a tax-free contribution by KAR to SpinCo with respect to its stock occurring immediately before the Distribution; and (iii) any payment of interest shall be treated as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment. No Party shall take any position inconsistent with this Section 5.4, and, in the event that a Governmental Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in this Section 5.4, such Party shall use its commercially reasonable efforts to contest such challenge.

Treatment of Payments for Tax Purposes. Unless otherwise required by a Final Determination, this Agreement or the Tax Matters Agreement, the Parties agree that any payment made pursuant to this Agreement (other than payments with respect to interest accruing after the Effective Time) by: (i) SpinCo Automotive to KAR MTI shall be treated for all tax purposes as a distribution by SpinCo Automotive to KAR MTI with respect to SpinCo Automotive Shares occurring immediately before the Distribution; (ii) KAR MTI to SpinCo Automotive shall be treated for all tax purposes as a tax-free taxable contribution by KAR MTI to SpinCo Automotive with respect to its stock occurring immediately before the Distribution; and (iii) any payment of interest shall be treated as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment. No Party shall take any position inconsistent with this Section 5.44.04, and, in the event that a Governmental Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in this Section 5.44.04, such Party shall use its commercially reasonable efforts to contest such challenge.