Common use of Adjustment Requests Clause in Contracts

Adjustment Requests. (a) SpinCo hereby agrees that no member of the SpinCo Group shall file any Adjustment Request with respect to any income or other material Pre-Distribution Period SpinCo Separate Return, unless (i) the Company consents to such Adjustment Request in writing (which consent may not be unreasonably withheld, conditioned, or delayed), (ii) such Adjustment Request is required by applicable Tax Law or (iii) such Adjustment Request would not reasonably be expected to adversely affect any member of the Company Group. (b) The Company hereby agrees that no member of the Company Group shall file any Adjustment Request with respect to any income or other material Pre-Distribution Period Company Separate Return, unless (i) SpinCo consents to such Adjustment Request in writing (which consent may not be unreasonably withheld, conditioned, or delayed), (ii) such Adjustment Request is required by applicable Tax Law or (iii) such Adjustment Request would not reasonably be expected to adversely affect any member of the SpinCo Group.