Common use of Treatment of Tax Indemnity and Tax Benefit Payments Clause in Contracts

Treatment of Tax Indemnity and Tax Benefit Payments. In the absence of any change in Tax treatment under the Code or other applicable Tax Law and except as otherwise agreed between the Companies, for all Income Tax purposes, the Companies agree to treat, and to cause their respective Affiliates to treat, (i) any indemnity payment required by this Agreement or by the Separation and Distribution Agreement, as applicable (in the case of each of clauses (A), (B) and (C), subject to clause (D)), (A) in the case of an indemnity payment attributable to the Distribution, a contribution by Xxxxxxx Controls to Adient or a distribution by Adient to Xxxxxxx Controls, as the case may be, occurring immediately prior to the Distribution (but only to the extent the payment does not relate to a Tax allocated to the payor in accordance with Section 1552 of the Code or the Treasury Regulations thereunder or Treasury Regulation Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws)), (B) in the case of an indemnity payment attributable to an Old Xxxxxxx Controls Internal Distribution or Old Xxxxxxx Controls Internal Contribution, a contribution by the relevant Old Xxxxxxx Controls Internal Distributing to the relevant Old Xxxxxxx Controls Internal Controlled or a distribution by the relevant Old Xxxxxxx Controls Internal Controlled to the relevant Old Xxxxxxx Controls Internal Distributing, as the case may be, occurring immediately prior to the relevant Old Xxxxxxx Controls Internal Distribution, (C) in the case of an indemnity payment attributable to the Old Xxxxxxx Controls Jersey SpinCo Sale or the TSub Jersey SpinCo Sale or any sale of the Adient Assets or assumption of the Adient Liabilities pursuant to the Separation Transactions, an adjustment to the purchase price, or (D) in the case of an indemnity payment attributable to a transfer of Adient Assets or assumption of Adient Liabilities (other than pursuant to a sale), or in any other case described in clauses (A), (B) or (C) above to the extent appropriate, as payments of an assumed or retained liability; and (ii) any payment of interest or State Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the Company entitled under this Agreement to retain such payment or required under this Agreement to make such payment.

Treatment of Tax Indemnity and Tax Benefit Payments. In the absence of any change in Tax treatment under the Code or other applicable Tax Law and except as otherwise agreed between the Companies, for all Income Tax purposes, the Companies agree to treat, and to cause their respective Affiliates to treat, (i) any indemnity payment required by this Agreement or by the Separation and Distribution Agreement, as applicable (in the case of each of clauses (A), (B) and (C), subject to clause (D)), (A) in the case of an indemnity payment attributable to the Distribution, a contribution by Xxxxxxx Controls to Adient or a distribution by Adient to Xxxxxxx Controls, as the case may be, occurring immediately prior to the Distribution (but only to the extent the payment does not relate to a Tax allocated to the payor in accordance with Section 1552 of the Code or the Treasury Regulations thereunder or Treasury Regulation Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws)), (B) in the case of an indemnity payment attributable to an Old Xxxxxxx Controls Internal Distribution or Old Xxxxxxx Controls Internal Contribution, a contribution by the relevant Old Xxxxxxx Controls Internal Distributing to the relevant Old Xxxxxxx Controls Internal Controlled or a distribution by the relevant Old Xxxxxxx Controls Internal Controlled to the relevant Old Xxxxxxx Controls Internal Distributing, as the case may be, occurring immediately prior to the relevant Old Xxxxxxx Controls Internal Distribution, (C) in the case of an indemnity payment attributable to the Old Xxxxxxx Controls Jersey SpinCo Sale or the TSub TIFSA Jersey SpinCo Sale or any sale of the Adient Assets or assumption of the Adient Liabilities pursuant to the Separation Transactions, an adjustment to the purchase price, or (D) in the case of an indemnity payment attributable to a transfer of Adient Assets or assumption of Adient Liabilities (other than pursuant to a sale), or in any other case described in clauses (A), (B) or (C) above to the extent appropriate, as payments of an assumed or retained liability; and (ii) any payment of interest or State Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the Company entitled under this Agreement to retain such payment or required under this Agreement to make such payment.

Treatment of Tax Indemnity and Tax Benefit Payments. In the absence of any change in Tax treatment under the Code or other applicable Tax Law and except as otherwise other- wise agreed between the Companies, for all Income Tax purposes, the Companies agree to treat, and to cause their respective Affiliates to treat, (i) any indemnity payment required by this Agreement or by the Separation and Distribution Agreement, as applicable (in the case of each of clauses (A), (B) and (C), subject to clause (D)), (A) in the case of an indemnity payment attributable attribut- able to the Distribution, a contribution by Xxxxxxx Controls to Adient or a distribution by Adient to Xxxxxxx Controls, as the case may be, occurring immediately prior to the Distribution (but only on- ly to the extent the payment does not relate to a Tax allocated to the payor in accordance with Section 1552 of the Code or the Treasury Regulations thereunder or Treasury Regulation Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws)), (B) in the case of an indemnity payment attributable to an Old Xxxxxxx Controls Internal Distribution or Old Xxxxxxx Controls Internal Contribution, a contribution by the relevant Old Xxxxxxx Controls Internal In- ternal Distributing to the relevant Old Xxxxxxx Controls Internal Controlled or a distribution by the relevant Old Xxxxxxx Controls Internal Controlled to the relevant Old Xxxxxxx Controls Internal In- ternal Distributing, as the case may be, occurring immediately prior to the relevant Old Xxxxxxx Controls Internal Distribution, (C) in the case of an indemnity payment attributable to the Old Xxxxxxx Controls Jersey SpinCo Sale or the TSub Jersey SpinCo Sale or any sale of the Adient Assets or assumption of the Adient Liabilities pursuant to the Separation Transactions, an adjustment ad- justment to the purchase price, or (D) in the case of an indemnity payment attributable to a transfer trans- fer of Adient Assets or assumption of Adient Liabilities (other than pursuant to a sale), or in any other case described in clauses (A), (B) or (C) above to the extent appropriate, as payments of an assumed or retained liability; and (ii) any payment of interest or State Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the Company entitled under this Agreement to retain such payment or required under this Agreement to make such payment.a