Common use of Allocation Conventions Clause in Contracts

Allocation Conventions. (i) All Taxes allocated pursuant to Section 4(a) shall be allocated in accordance with the Closing of the Books Method; provided, however, that if Applicable Tax Law does not permit a SpinCo Group member or Direct Sale Transferred Subsidiary to close its Taxable year on the Distribution Date, the Tax attributable to the operations of the members of the SpinCo Group and the Direct Sale Transferred Subsidiaries for any Pre-Distribution Period shall be the Tax computed using the Closing of the Books Method; provided, further, that any and all Taxes reported, or required to be reported, on a SpinCo Separate Tax Return or a Direct Sale Separate Tax Return, or a Tax Return of a member of the Parent Group to the extent attributable to a member of the SpinCo Group or a Direct Sale Transferred Subsidiary, under Section 951(a), Section 951A(a) or Section 965(a) of the Code (“Acquired Subpart F Taxes”) that, in each case, are attributable to Tax Items for a Pre-Distribution Period (determined as though the Taxable year of each specified foreign corporation (within the meaning of Section 965(e) of the Code) giving rise to Tax Items ended on the Distribution Date) shall be allocated to the Company, and that any Acquired Subpart F Taxes that, in each case, are attributable to Tax Items for a Post-Distribution Period (determined as though the Taxable year of each specified foreign corporation (within the meaning of Section 965(e) of the Code) giving rise to Tax Items ended on the Distribution Date) shall be allocated to Parent; provided, further, that for purposes of determining the amount of Acquired Subpart F Taxes allocated to the Company pursuant to the preceding proviso, (i) the portion of any Subpart F Taxes under Section 951A and Section 965(a) of the Code, respectively, allocated to the Company shall not exceed the amount of Taxes that the SpinCo Group would have been required to pay (for the avoidance of doubt, taking into account all items of deduction and credit which would have been allowed to members of the SpinCo Group) in respect of inclusions under Section 951A and Section 965 of the Code, respectively, if (x) the SpinCo Group were a stand-alone affiliated group of corporations the domestic members of which joined in the filing of a consolidated U.S. federal income tax return, (y) the Direct Sale Transferred Subsidiaries were members of such group, and (z) the Taxable year of each member of the SpinCo Group and each Direct Sale Transferred Subsidiary ended on the Distribution Date, and (ii) the “qualified business asset investment” (as such term is used in Section 951A(d) of the Code) of each relevant CFC for a Pre-Distribution Period shall be deemed to be the Distribution Date QBAI of such CFC. (ii) Any Tax Item of SpinCo, Parent, or any member of their respective Groups arising from a transaction engaged in outside the ordinary course of business on the Distribution Date after the Distribution Effective Time shall be properly allocable to SpinCo and any such transaction by or with respect to SpinCo, Parent, or any member of their respective Groups occurring after the Distribution Effective Time (including the Merger) shall be treated for all Tax purposes (to the extent permitted by Applicable Tax Law) as occurring at the beginning of the day following the Distribution Date in accordance with the principles of Treasury Regulations Section 1.1502-76(b); provided that the foregoing shall not include any action that is undertaken pursuant to the Internal Reorganization, the SpinCo Transfer or the Distribution.

Allocation Conventions. For purposes of Section 3(a): (i) All Taxes allocated pursuant The amount of any Tax of any Emerson Contributed Subsidiary with respect to Section 4(a) a Straddle Period that is based on or measured by income, sales, use, receipts, or other similar items shall be allocated in accordance with between the Pre-Closing Period and the Post-Closing Period based on the Closing of the Books MethodMethod as of the end of the Closing Date; provided, however, that if Applicable Tax Law does not permit a SpinCo Group member or Direct Sale Transferred an Emerson Contributed Subsidiary to close its Taxable year on the Distribution Closing Date, the Tax attributable to the operations of the members of the SpinCo Group and the Direct Sale Transferred Subsidiaries such Emerson Contributed Subsidiary for any Pre-Distribution Closing Period shall be the Tax computed using a hypothetical closing of the books consistent with the Closing of the Books Method; provided, further, that any and all Taxes reported, or required to be reported, on a SpinCo Separate Tax Return or a Direct Sale Separate Tax Return, or a Tax Return of a member of the Parent Group Method (except to the extent attributable to a member of the SpinCo Group or a Direct Sale Transferred Subsidiary, under Section 951(aotherwise agreed upon by Emerson and Newco), Section 951A(a) or Section 965(a) of the Code (“Acquired Subpart F Taxes”) that, in each case, are attributable to Tax Items for a Pre-Distribution Period (determined as though the Taxable year of each specified foreign corporation (within the meaning of Section 965(e) of the Code) giving rise to Tax Items ended on the Distribution Date) shall be allocated to the Company, and that any Acquired Subpart F Taxes that, in each case, are attributable to Tax Items for a Post-Distribution Period (determined as though the Taxable year of each specified foreign corporation (within the meaning of Section 965(e) of the Code) giving rise to Tax Items ended on the Distribution Date) shall be allocated to Parent; provided, further, that for purposes of determining the amount of Acquired Subpart F Taxes allocated to the Company pursuant to the preceding proviso, (i) the portion of any Subpart F Taxes under Section 951A and Section 965(a) of the Code, respectively, allocated to the Company shall not exceed the amount of Taxes that the SpinCo Group would have been required to pay (for the avoidance of doubt, taking into account all items of deduction and credit which would have been allowed to members of the SpinCo Group) in respect of inclusions under Section 951A and Section 965 of the Code, respectively, if (x) the SpinCo Group were a stand-alone affiliated group of corporations the domestic members of which joined in the filing of a consolidated U.S. federal income tax return, (y) the Direct Sale Transferred Subsidiaries were members of such group, and (z) the Taxable year of each member of the SpinCo Group and each Direct Sale Transferred Subsidiary ended on the Distribution Date, and (ii) the “qualified business asset investment” (as such term is used in Section 951A(d) of the Code) of each relevant CFC for a Pre-Distribution Period shall be deemed to be the Distribution Date QBAI of such CFC. (ii) Any The amount of any Tax of any Emerson Contributed Subsidiary with respect to a Straddle Period other than Taxes described in Section 3(b)(i) shall be allocated between the Pre-Closing Period and the Post-Closing Period by multiplying the total amount of such Tax for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the Straddle Period ending on, and including, the Closing Date, and the denominator of which is the number of calendar days in the entire Straddle Period, and allocating the result to the Pre-Closing Period and the remainder of such Tax to the Post-Closing Period. (iii) Notwithstanding the provisions of Section 3(b)(i), any Tax Item of SpinCo, Parent, or any member of their respective Groups an Emerson Contributed Subsidiary arising from a transaction engaged in outside the ordinary course of business on the Distribution Closing Date after the Distribution Effective Time Closing shall be properly allocable to SpinCo the Post-Closing Period, and any such transaction by or with respect to SpinCo, Parent, Newco or any member of their respective Groups the Newco Group occurring after the Distribution Effective Time (including the Merger) Closing shall be treated for all Tax purposes (to the extent permitted by Applicable Tax Law) as occurring at the beginning of the day following the Distribution Closing Date in accordance with the principles of Treasury Regulations Section 1.1502-76(b) (assuming no election is made under Treasury Regulations Section 1.1502-76(b)(2)(ii) (relating to a ratable allocation of a year’s Tax Items)); provided that that, for the avoidance of doubt, the foregoing shall not include any action expressly described in or contemplated by any Transaction Document or that is undertaken pursuant to the Internal ReorganizationPre-Closing Restructuring, any Deferred Closing, the SpinCo Transfer Emerson Contributions or the DistributionMerger Exchange.

Allocation Conventions. (a) For purposes of determining the amount of any Centuri Separate Tax Liability following the Separation Date: (i) All except as provided in Section 2.2(a)(iii), all elections, accounting methods and conventions used on the Parent Federal Consolidated Income Tax Return (or applicable state law Combined Return in which a member of the Parent Group is the taxpayer of record) shall be used; (ii) the highest statutory marginal corporate income Tax rate in effect for such taxable period shall be applied (unless Parent determines in its sole discretion that a lower rate is applicable); and (iii) it shall be assumed that the Centuri Group elects not to carry back any Tax Attributes. (b) In the case of any Straddle Period in which there is a Deconsolidation, the following conventions shall apply (in addition to those conventions in clause (a)): (i) all Taxes allocated pursuant to Section 4(a) shall be allocated in accordance with the Closing of the Books Method; provided, however, that if Applicable Tax Law any Centuri Group member does not permit a SpinCo Group member or Direct Sale Transferred Subsidiary to close its Taxable taxable year on the Distribution Deconsolidation Date, the Tax Taxes attributable to the operations of the members of the SpinCo Group and the Direct Sale Transferred Subsidiaries for any PrePost-Distribution Deconsolidation Period shall be the Tax computed using a hypothetical closing of the books consistent with the Closing of the Books Method; provided, further, that any and all Taxes reported, or required to be reported, on a SpinCo Separate Tax Return or a Direct Sale Separate Tax Return, or a Tax Return of a member of the Parent Group to the extent attributable to a member of the SpinCo Group or a Direct Sale Transferred Subsidiary, under Section 951(a), Section 951A(a) or Section 965(a) of the Code (“Acquired Subpart F Taxes”) that, in each case, are attributable to Tax Items for a Pre-Distribution Period (determined as though the Taxable year of each specified foreign corporation (within the meaning of Section 965(e) of the Code) giving rise to Tax Items ended on the Distribution Date) shall be allocated to the Company, and that any Acquired Subpart F Taxes that, in each case, are attributable to Tax Items for a Post-Distribution Period (determined as though the Taxable year of each specified foreign corporation (within the meaning of Section 965(e) of the Code) giving rise to Tax Items ended on the Distribution Date) shall be allocated to Parent; provided, further, that for purposes of determining the amount of Acquired Subpart F Taxes allocated to the Company pursuant to the preceding proviso, (i) the portion of any Subpart F Taxes under Section 951A and Section 965(a) of the Code, respectively, allocated to the Company shall not exceed the amount of Taxes that the SpinCo Group would have been required to pay (for the avoidance of doubt, taking into account all items of deduction and credit which would have been allowed to members of the SpinCo Group) in respect of inclusions under Section 951A and Section 965 of the Code, respectively, if (x) the SpinCo Group were a stand-alone affiliated group of corporations the domestic members of which joined in the filing of a consolidated U.S. federal income tax return, (y) the Direct Sale Transferred Subsidiaries were members of such group, and (z) the Taxable year of each member of the SpinCo Group and each Direct Sale Transferred Subsidiary ended on the Distribution Date, and (ii) the “qualified business asset investment” (as such term is used in Section 951A(d) of the Code) of each relevant CFC for a Pre-Distribution Period shall be deemed to be the Distribution Date QBAI of such CFC.; (ii) Any any Tax Item of SpinCo, Parent, or any Centuri Group member of their respective Groups arising from a transaction engaged in outside of the ordinary course of business on the Distribution Deconsolidation Date after the Distribution Effective Time shall be properly allocable to SpinCo Centuri and any such transaction by or with respect to SpinCo, Parent, or any Centuri Group member of their respective Groups occurring after on the Distribution Effective Time (including the Merger) Deconsolidation Date shall be treated for all Tax purposes (to the extent permitted by Applicable applicable Tax Law) as occurring at the beginning of the day following the Distribution Deconsolidation Date in accordance with the principles of Treasury Regulations Section 1.1502-76(b) (assuming no election is made under Treasury Regulations Section 1.1502-76(b)(2)(ii) (relating to a ratable allocation of a year’s Tax Items)) or any similar state or local Tax Law; provided and (iii) any deferred Tax liability that is attributable to the foregoing Centuri Business and that is accelerated or otherwise required to be reported on any Joint Return as a result of the Deconsolidation shall be treated as arising in the Post-Deconsolidation Period. (c) The amount of any Centuri Separate Tax Liability shall not include be less than zero. (d) Centuri shall reimburse Parent for all reasonable costs and expenses paid or incurred by the Parent Group in connection with determining the amount of any action that is undertaken Centuri Separate Tax Liability. (e) In the event of any redetermination of a Tax liability in respect of any Joint Return, the Centuri Separate Tax Asset or Centuri Separate Tax Liability applicable to such Joint Return shall be recomputed. If, as a result of such recalculation, Centuri would be allocated additional Taxes pursuant to the Internal ReorganizationSection 2.1, the SpinCo Transfer or the DistributionCenturi shall promptly pay over to Parent such amounts in accordance with Section 3.8. If, as a result of such recalculation, Centuri would be allocated less Taxes pursuant to Section 2.1 than it previously paid, Parent shall promptly pay over to Centuri such amounts in accordance with Section 3.8.

Allocation Conventions. (ia) All Taxes allocated pursuant to Section 4(a) 2.02 shall be allocated in accordance with the Closing of the Books Method; provided, however, that if Applicable applicable Tax Law does not permit a SpinCo Group member or Direct Sale Transferred Subsidiary to close its Taxable year Tax Period on the Distribution Date, the Tax attributable to the operations of the members of the SpinCo Group and the Direct Sale Transferred Subsidiaries for any Pre-Distribution Period shall be the Tax computed using the Closing of the Books Method; provided, provided further, that any and all Taxes reported, or required to be reported, on a SpinCo Separate Tax Return or a Direct Sale Separate Tax Return, or a Tax Return of a member of the Parent LogMeIn Group to the extent attributable to a member of the SpinCo Group or a Direct Sale Transferred SubsidiaryGroup, under Section 951(a), Section 951A(a) or Section 965(a) of the Code (“Acquired Subpart F Taxes”) that, in each either case, are attributable to Tax Items items recognized for a Pre-Distribution Period (determined as though the Taxable year Tax Period of each specified controlled foreign corporation (within the meaning of Section 965(e957(a) of the Code) giving rise to Tax Items such items ended on the Distribution Date) shall be allocated to the CompanyCitrix, and that any Acquired Subpart F such Taxes that, in each either case, are attributable to Tax Items items recognized for a Post-Distribution Period (determined as though the Taxable year Tax Period of each specified controlled foreign corporation (within the meaning of Section 965(e957(a) of the Code) giving rise to Tax Items such items ended on the Distribution Date) shall be allocated to Parent; provided, further, that for purposes of determining the amount of Acquired Subpart F Taxes allocated to the Company pursuant to the preceding proviso, (i) the portion of any Subpart F Taxes under Section 951A and Section 965(a) of the Code, respectively, allocated to the Company shall not exceed the amount of Taxes that the SpinCo Group would have been required to pay (for the avoidance of doubt, taking into account all items of deduction and credit which would have been allowed to members of the SpinCo Group) in respect of inclusions under Section 951A and Section 965 of the Code, respectively, if (x) the SpinCo Group were a stand-alone affiliated group of corporations the domestic members of which joined in the filing of a consolidated U.S. federal income tax return, (y) the Direct Sale Transferred Subsidiaries were members of such group, and (z) the Taxable year of each member of the SpinCo Group and each Direct Sale Transferred Subsidiary ended on the Distribution Date, and (ii) the “qualified business asset investment” (as such term is used in Section 951A(d) of the Code) of each relevant CFC for a Pre-Distribution Period shall be deemed to be the Distribution Date QBAI of such CFC.SpinCo; (iib) Any Tax Item of SpinCo, RMT Parent, or any member of their respective Groups arising from a transaction engaged in outside of the ordinary course of business on the Distribution Date after the Distribution Effective Time shall be properly allocable to SpinCo and any such transaction by or with respect to SpinCo, RMT Parent, or any member of their respective Groups occurring after the Distribution Effective Time (including the Merger) shall be treated for all Tax purposes (to the extent permitted by Applicable applicable Tax Law) as occurring at the beginning of the day following the Distribution Date in accordance with the principles of Treasury Regulations Section Regulation § 1.1502-76(b); provided that the foregoing shall not include any action that is undertaken pursuant to the Internal Reorganization, the SpinCo Transfer or the Distribution.

Allocation Conventions. (i) All Taxes allocated pursuant to Section 4(a3(a) shall be allocated in accordance with the Closing of the Books Method; provided, however, that if Applicable Tax Law does not permit a SpinCo Kontoor Brands Group member or Direct Sale Transferred Subsidiary to close its Taxable year on the Distribution Date, the Tax attributable to the operations of the members of the SpinCo Kontoor Brands Group and the Direct Sale Transferred Subsidiaries for any Pre-Distribution Period shall be the Tax computed using a hypothetical closing of the books consistent with the Closing of the Books Method; providedMethod (except to the extent otherwise agreed upon by VF and Kontoor Brands). Notwithstanding any other provision of this Agreement, further, that any and all Taxes reported, or required to be reported, on a SpinCo Separate Tax Return or a Direct Sale Separate Tax Return, or a Tax Return of a member of the Parent Group to the extent attributable to a member of the SpinCo Group or a Direct Sale Transferred Subsidiary, under Section 951(a), Section ) and 951A(a) or Section 965(a) of the Code attributable to any member of the Kontoor Brands Group that is included in the gross income of any member of the VF Group with respect to any period beginning on or after March 31, 2019 (“Acquired Kontoor Brands Subpart F Taxes”) that, in each case, are attributable to Tax Items for a Pre-Distribution Period (determined as though the Taxable year of each specified foreign corporation (within the meaning of Section 965(e) of the Code) giving rise to Tax Items ended on the Distribution Date) shall be allocated to the Company, and that any Acquired Subpart F Taxes that, in each case, are attributable to Tax Items for a Post-Distribution Period (determined as though the Taxable year of each specified foreign corporation (within the meaning of Section 965(e) of the Code) giving rise to Tax Items ended on the Distribution Date) shall be allocated to Parent; provided, further, that for purposes of determining the amount of Acquired Subpart F Taxes allocated Kontoor Brands to the Company pursuant to the preceding proviso, (i) the portion of extent any Subpart F Taxes under Section 951A and Section 965(a) of the Code, respectively, allocated to the Company shall not exceed the amount of Taxes that the SpinCo Group would have been required to pay (for the avoidance of doubt, taking into account all items of deduction and credit which would have been allowed to members of the SpinCo Group) in respect of inclusions under Section 951A and Section 965 of the Code, respectively, if (x) the SpinCo Group were a stand-alone affiliated group of corporations the domestic members of which joined in the filing of a consolidated U.S. federal income tax return, (y) the Direct Sale Transferred Subsidiaries were members of such group, and (z) the Taxable year of each member of the SpinCo Kontoor Brands Group realizes a corresponding Tax Benefit, determined using a “with and each Direct Sale Transferred Subsidiary ended on the Distribution Date, without” methodology. Kontoor Brands and (ii) the “qualified business asset investment” (as VF share use reasonable best efforts to minimize any detriment to VF with respect to such term is used in Section 951A(d) of the Code) of each relevant CFC for a Pre-Distribution Period shall be deemed to be the Distribution Date QBAI of such CFCKontoor Brands Subpart F Taxes. (ii) Any Tax Item of SpinCo, Parent, Kontoor Brands or any member of their respective Groups the Kontoor Brands Group arising from a transaction engaged in outside the ordinary course of business on the Distribution Date after the Distribution Effective Time shall be properly allocable to SpinCo Kontoor Brands and any such transaction by or with respect to SpinCo, Parent, Kontoor Brands or any member of their respective Groups the Kontoor Brands Group occurring after the Distribution Effective Time (including the Merger) shall be treated for all Tax purposes (to the extent permitted by Applicable Tax Law) as occurring at the beginning of the day following the Distribution Date in accordance with the principles of Treasury Regulations Section 1.1502-76(b) (assuming no election is made under Treasury Regulations Section 1.1502-76(b)(2)(ii) (relating to a ratable allocation of a year’s Tax Items)); provided that the foregoing shall not include any action that is undertaken pursuant to the Internal ReorganizationRestructuring, the SpinCo Transfer Contribution or the Distribution.

Allocation Conventions. (i) All Taxes allocated pursuant to Section 4(a) shall be allocated in accordance with the Closing of the Books Method; provided, however, that if Applicable Tax Law does not permit a SpinCo Spinco Group member or Direct Sale Transferred Subsidiary to close its Taxable year on the Distribution Date, the Tax attributable to the operations of the members of the SpinCo Spinco Group and the Direct Sale Transferred Subsidiaries for any Pre-Distribution Period shall be the Tax computed using the Closing of the Books Method; provided, provided further, that any and all Taxes reported, or required to be reported, on a SpinCo Separate Tax Return or a Direct Sale Spinco Separate Tax Return, or a Tax Return of a member of the Parent Leidos Group to the extent attributable to a member of the SpinCo Group or a Direct Sale Transferred SubsidiarySpinco Group, under Section 951(a), Section 951A(a) or Section 965(a) of the Code (“Acquired Subpart F Spinco 951(a) Taxes”) that, in each either case, are attributable to Tax Items items for a Pre-Distribution Period (determined as though the Taxable year of each specified controlled foreign corporation (within the meaning of Section 965(e) 957 of the Code) giving rise to Tax Items items ended on the Distribution Date) shall be allocated to the CompanyLMC, and that any Acquired Subpart F Spinco 951(a) Taxes that, in each either case, are attributable to Tax Items items for a Post-Distribution Period (determined as though the Taxable year of each specified controlled foreign corporation (within the meaning of Section 965(e) 957 of the Code) giving rise to Tax Items items ended on the Distribution Date) shall be allocated to Parent; provided, further, that for purposes of determining the amount of Acquired Subpart F Taxes allocated to the Company pursuant to the preceding proviso, (i) the portion of any Subpart F Taxes under Section 951A and Section 965(a) of the Code, respectively, allocated to the Company shall not exceed the amount of Taxes that the SpinCo Group would have been required to pay (for the avoidance of doubt, taking into account all items of deduction and credit which would have been allowed to members of the SpinCo Group) in respect of inclusions under Section 951A and Section 965 of the Code, respectively, if (x) the SpinCo Group were a stand-alone affiliated group of corporations the domestic members of which joined in the filing of a consolidated U.S. federal income tax return, (y) the Direct Sale Transferred Subsidiaries were members of such group, and (z) the Taxable year of each member of the SpinCo Group and each Direct Sale Transferred Subsidiary ended on the Distribution Date, and (ii) the “qualified business asset investment” (as such term is used in Section 951A(d) of the Code) of each relevant CFC for a Pre-Distribution Period shall be deemed to be the Distribution Date QBAI of such CFC.Spinco; (ii) Any Tax Item of SpinCoSpinco, RMT Parent, or any member of their respective Groups arising from a transaction engaged in outside the ordinary course of business on the Distribution Date after the Distribution Effective Time shall be properly allocable to SpinCo Spinco and any such transaction by or with respect to SpinCoSpinco, RMT Parent, or any member of their respective Groups occurring after the Distribution Effective Time (including the Merger) shall be treated for all Tax purposes (to the extent permitted by Applicable Tax Law) as occurring at the beginning of the day following the Distribution Date in accordance with the principles of Treasury Regulations Section 1.1502-76(b); provided that the foregoing shall not include any action that is undertaken pursuant to the Internal Reorganization, the SpinCo Transfer Spinco Transfer, the LMC Cash Distribution or the Distribution.

Allocation Conventions. (a) For purposes of determining the amount of any YieldCo Separate Tax Liability following the Separation Date: (i) All except as provided in Section 2.2(a)(iii), all elections, accounting methods and conventions used on the Parent Federal Consolidated Income Tax Return (or applicable state law Combined Return in which a member of the Parent Group is the taxpayer of record) shall be used; (ii) the highest statutory marginal corporate income Tax rate in effect for such taxable period shall be applied; and (iii) it shall be assumed that the YieldCo Group elects not to carry back any Tax Attributes. (b) In the case of any Straddle Period in which there is a Deconsolidation, the following conventions shall apply (in addition to those conventions in clause (a)): (i) all Taxes allocated pursuant to Section 4(a) shall be allocated in accordance with the Closing of the Books Method; provided, however, that that, if Applicable Tax Law any YieldCo Group member does not permit a SpinCo Group member or Direct Sale Transferred Subsidiary to close its Taxable taxable year on the Distribution Deconsolidation Date, the Tax Taxes attributable to the operations of the members of the SpinCo Group and the Direct Sale Transferred Subsidiaries for any PrePost-Distribution Deconsolidation Period shall be the Tax computed using a hypothetical closing of the books consistent with the Closing of the Books Method; provided, further, that any and all Taxes reported, or required to be reported, on a SpinCo Separate Tax Return or a Direct Sale Separate Tax Return, or a Tax Return of a member of the Parent Group to the extent attributable to a member of the SpinCo Group or a Direct Sale Transferred Subsidiary, under Section 951(a), Section 951A(a) or Section 965(a) of the Code (“Acquired Subpart F Taxes”) that, in each case, are attributable to Tax Items for a Pre-Distribution Period (determined as though the Taxable year of each specified foreign corporation (within the meaning of Section 965(e) of the Code) giving rise to Tax Items ended on the Distribution Date) shall be allocated to the Company, and that any Acquired Subpart F Taxes that, in each case, are attributable to Tax Items for a Post-Distribution Period (determined as though the Taxable year of each specified foreign corporation (within the meaning of Section 965(e) of the Code) giving rise to Tax Items ended on the Distribution Date) shall be allocated to Parent; provided, further, that for purposes of determining the amount of Acquired Subpart F Taxes allocated to the Company pursuant to the preceding proviso, (i) the portion of any Subpart F Taxes under Section 951A and Section 965(a) of the Code, respectively, allocated to the Company shall not exceed the amount of Taxes that the SpinCo Group would have been required to pay (for the avoidance of doubt, taking into account all items of deduction and credit which would have been allowed to members of the SpinCo Group) in respect of inclusions under Section 951A and Section 965 of the Code, respectively, if (x) the SpinCo Group were a stand-alone affiliated group of corporations the domestic members of which joined in the filing of a consolidated U.S. federal income tax return, (y) the Direct Sale Transferred Subsidiaries were members of such group, and (z) the Taxable year of each member of the SpinCo Group and each Direct Sale Transferred Subsidiary ended on the Distribution Date, and (ii) the “qualified business asset investment” (as such term is used in Section 951A(d) of the Code) of each relevant CFC for a Pre-Distribution Period shall be deemed to be the Distribution Date QBAI of such CFC.; (ii) Any any Tax Item of SpinCo, Parent, or any YieldCo Group member of their respective Groups arising from a transaction engaged in outside of the ordinary course of business on the Distribution Deconsolidation Date after the Distribution Effective Time shall be properly allocable to SpinCo YieldCo and any such transaction by or with respect to SpinCo, Parent, or any YieldCo Group member of their respective Groups occurring after on the Distribution Effective Time (including the Merger) Deconsolidation Date shall be treated for all Tax purposes (to the extent permitted by Applicable applicable Tax Law) as occurring at the beginning of the day following the Distribution Deconsolidation Date in accordance with the principles of Treasury Regulations Section 1.1502-76(b) (assuming no election is made under Treasury Regulations Section 1.1502-76(b)(2)(ii) (relating to a ratable allocation of a year’s Tax Items)) or any similar state or local Tax Law; provided and (iii) any deferred Tax liability that is attributable to the foregoing YieldCo Business and that is accelerated or otherwise required to be reported on any Joint Return as a result of the Deconsolidation shall be treated as arising in the Post-Deconsolidation Period. (c) The amount of any YieldCo Separate Tax Liability shall not include be less than zero. The YieldCo Separate Tax Liability shall be determined by Parent applying methods similar to those described in Treasury Regulations Section 1.1552-1(a)(1) and 1.1502-33(d)(3) used for purposes of determining the earnings and profits of each member of an Affiliated Group. (d) ▇▇▇▇▇▇▇ shall reimburse Parent for all reasonable out-of-pocket costs and expenses paid or incurred by the Parent Group in connection with determining the amount of any action that is undertaken YieldCo Separate Tax Liability. (e) In the event of any redetermination of a Tax liability in respect of any Joint Return, the YieldCo Separate Tax Asset or YieldCo Separate Tax Liability applicable to such Joint Return shall be recomputed. If, as a result of such recalculation, YieldCo would be allocated additional Taxes pursuant to the Internal ReorganizationSection 2.1, the SpinCo Transfer or the DistributionYieldCo shall promptly pay over to Parent such amounts in accordance with Section 3.8. If, as a result of such recalculation, YieldCo would be allocated less Taxes pursuant to Section 2.1 than it previously paid, Parent shall promptly pay over to YieldCo such amounts in accordance with Section 3.8.

Allocation Conventions. (i) All Taxes allocated pursuant to Section 4(a3(a) shall be allocated in accordance with the Closing of the Books Method; provided, however, that if Applicable Tax Law does not permit a SpinCo LW Group member or Direct Sale Transferred Subsidiary to close its Taxable year on the Distribution Date, the Tax attributable to the operations of the members of the SpinCo LW Group and the Direct Sale Transferred Subsidiaries for any Pre-Distribution Period shall be the Tax computed using a hypothetical closing of the books consistent with the Closing of the Books Method; provided, further, provided further that any and all Taxes reported, or required to be reported, on a SpinCo Separate Tax Return or a Direct Sale Separate Tax Return, or a Tax Return of a member of the Parent LW Group to the extent attributable to a member of the SpinCo Group or a Direct Sale Transferred SubsidiaryLW Group, under Section 951(a), Section 951A(a) or Section 965(a) of the Code (“Acquired Subpart F SpinCo 951(a) Taxes”) that, in each either case, are attributable to Tax Items items for a Pre-Distribution Period (determined in accordance with the Closing of the Books Method as though the Taxable year of each specified controlled foreign corporation (within the meaning of Section 965(e) 957 of the Code) giving rise to Tax Items items ended on the Distribution Date) shall be allocated to the CompanyConAgra, and that any Acquired Subpart F SpinCo 951(a) Taxes that, in each either case, are attributable to Tax Items items for a Post-Distribution Period (determined as though the Taxable year of each specified controlled foreign corporation (within the meaning of Section 965(e) 957 of the Code) giving rise to Tax Items items ended on the Distribution Date) shall be allocated to Parent; provided, further, that for purposes of determining the amount of Acquired Subpart F Taxes allocated to the Company pursuant to the preceding proviso, (i) the portion of any Subpart F Taxes under Section 951A and Section 965(a) of the Code, respectively, allocated to the Company shall not exceed the amount of Taxes that the SpinCo Group would have been required to pay (for the avoidance of doubt, taking into account all items of deduction and credit which would have been allowed to members of the SpinCo Group) in respect of inclusions under Section 951A and Section 965 of the Code, respectively, if (x) the SpinCo Group were a stand-alone affiliated group of corporations the domestic members of which joined in the filing of a consolidated U.S. federal income tax return, (y) the Direct Sale Transferred Subsidiaries were members of such group, and (z) the Taxable year of each member of the SpinCo Group and each Direct Sale Transferred Subsidiary ended on the Distribution Date, and (ii) the “qualified business asset investment” (as such term is used in Section 951A(d) of the Code) of each relevant CFC for a Pre-Distribution Period shall be deemed to be the Distribution Date QBAI of such CFC.SpinCo; (ii) Any Tax Item of SpinCo, Parent, SpinCo or any member of their respective Groups arising from a transaction engaged in outside the ordinary course of business on the Distribution Date after the Distribution Effective Time shall be properly allocable to SpinCo and any such transaction by or with respect to SpinCo, Parent, SpinCo or any member of their respective Groups occurring after the Distribution Effective Time (including the Merger) shall be treated for all Tax purposes (to the extent permitted by Applicable Tax Law) as occurring at the beginning of the day following the Distribution Date in accordance with the principles of Treasury Regulations Section 1.1502-76(b) (assuming no election is made under section 1.1502-76(b)(2)(ii) of the Treasury Regulations (relating to a ratable allocation of a year’s Tax Items)); provided that the foregoing shall not include any action that is undertaken pursuant to the Internal ReorganizationRestructuring, the SpinCo Transfer LW Transfer, the Debt Exchange or the Distribution.

Allocation Conventions. (i) All Taxes allocated pursuant to Section 4(a) shall be allocated in accordance with the Closing of the Books Method; provided, however, that if Applicable Tax Law does not permit a SpinCo Group member or Direct Sale Transferred Subsidiary to close its Taxable year on the Distribution Date, the Tax attributable to the operations of the members of the SpinCo Group and the Direct Sale Transferred Subsidiaries for any Pre-Distribution Period shall be the Tax computed using the Closing of the Books Method; provided, further, that any and all Taxes reported, or required to be reported, on a SpinCo Separate Tax Return or a Direct Sale Separate Tax Return, or a Tax Return of a member of the Parent Group to the extent attributable to a member of the SpinCo Group or a Direct Sale Transferred Subsidiary, under Section 951(a), Section 951A(a) or Section 965(a) of the Code (“Acquired Subpart F Taxes”) that, in each case, are attributable to Tax Items for a Pre-Distribution Period (determined as though the Taxable year of each specified foreign corporation (within the meaning of Section 965(e) of the Code) giving rise to Tax Items ended on the Distribution Date) shall be allocated to the Company, and that any Acquired Subpart F Taxes that, in each case, are attributable to Tax Items for a Post-Distribution Period (determined as though the Taxable year of each specified foreign corporation (within the meaning of Section 965(e) of the Code) giving rise to Tax Items ended on the Distribution Date) shall be allocated to Parent; provided, further, that for purposes of determining the amount of Acquired Subpart F Taxes allocated to the Company pursuant to the preceding proviso, (i) the portion of any Subpart F Taxes under Section 951A and Section 965(a) of the Code, respectively, allocated to the Company shall not exceed the amount of Taxes that the SpinCo Group would have been required to pay (for the avoidance of doubt, taking into account all items of deduction and credit which would have been allowed to members of the SpinCo Group) in respect of inclusions under Section 951A and Section 965 of the Code, respectively, if (x) the SpinCo Group were a stand-alone affiliated group of corporations the domestic members of which joined in the filing of a consolidated U.S. federal income tax return, (y) the Direct Sale Transferred Subsidiaries were members of such group, and (z) the Taxable year of each member of the SpinCo Group and each Direct Sale Transferred Subsidiary ended on the Distribution Date, and (ii) the “qualified business asset investment” (as such term is used in Section 951A(d) of the Code) of each relevant CFC for a Pre-Distribution Period shall be deemed to be the Distribution Date QBAI of such CFC. (ii) Any Tax Item of SpinCo, Parent, or any member of their respective Groups arising from a transaction engaged in outside the ordinary course of business on the Distribution Date after the Distribution Effective Time shall be properly allocable to SpinCo and any such transaction by or with respect to SpinCo, Parent, or any member of their respective Groups occurring after the Distribution Effective Time (including the Merger) shall be treated for all Tax purposes (to the extent permitted by Applicable Tax Law) as occurring at the beginning of the day following the Distribution Date in accordance with the principles of Treasury Regulations Section 1.1502-76(b); provided that the foregoing shall not include any action that is undertaken pursuant to the Internal Reorganization, the SpinCo Transfer or the Distribution. 18 SECTION 5.

Allocation Conventions. For purposes of Section 3(a): (i) All Taxes allocated pursuant The amount of any Tax of any Emerson Contributed Subsidiary with respect to Section 4(a) a Straddle Period that is based on or measured by income, sales, use, receipts, or other similar items shall be allocated in accordance with between the Pre-Closing Period and the Post-Closing Period based on the Closing of the Books MethodMethod as of the end of the Closing Date; provided, however, that if Applicable Tax Law does not permit a SpinCo Group member or Direct Sale Transferred an Emerson Contributed Subsidiary to close its Taxable year on the Distribution Closing Date, the Tax attributable to the operations of the members of the SpinCo Group and the Direct Sale Transferred Subsidiaries such Emerson Contributed Subsidiary for any Pre-Distribution Closing Period shall be the Tax computed using a hypothetical closing of the books consistent with the Closing of the Books Method; provided, further, that any and all Taxes reported, or required to be reported, on a SpinCo Separate Tax Return or a Direct Sale Separate Tax Return, or a Tax Return of a member of the Parent Group Method (except to the extent attributable to a member of the SpinCo Group or a Direct Sale Transferred Subsidiary, under Section 951(aotherwise agreed upon by Emerson and Newco), Section 951A(a) or Section 965(a) of the Code (“Acquired Subpart F Taxes”) that, in each case, are attributable to Tax Items for a Pre-Distribution Period (determined as though the Taxable year of each specified foreign corporation (within the meaning of Section 965(e) of the Code) giving rise to Tax Items ended on the Distribution Date) shall be allocated to the Company, and that any Acquired Subpart F Taxes that, in each case, are attributable to Tax Items for a Post-Distribution Period (determined as though the Taxable year of each specified foreign corporation (within the meaning of Section 965(e) of the Code) giving rise to Tax Items ended on the Distribution Date) shall be allocated to Parent; provided, further, that for purposes of determining the amount of Acquired Subpart F Taxes allocated to the Company pursuant to the preceding proviso, (i) the portion of any Subpart F Taxes under Section 951A and Section 965(a) of the Code, respectively, allocated to the Company shall not exceed the amount of Taxes that the SpinCo Group would have been required to pay (for the avoidance of doubt, taking into account all items of deduction and credit which would have been allowed to members of the SpinCo Group) in respect of inclusions under Section 951A and Section 965 of the Code, respectively, if (x) the SpinCo Group were a stand-alone affiliated group of corporations the domestic members of which joined in the filing of a consolidated U.S. federal income tax return, (y) the Direct Sale Transferred Subsidiaries were members of such group, and (z) the Taxable year of each member of the SpinCo Group and each Direct Sale Transferred Subsidiary ended on the Distribution Date, and (ii) the “qualified business asset investment” (as such term is used in Section 951A(d) of the Code) of each relevant CFC for a Pre-Distribution Period shall be deemed to be the Distribution Date QBAI of such CFC. (ii) Any The amount of any Tax of any Emerson Contributed Subsidiary with respect to a Straddle Period other than taxes described in Section 3(b)(i) shall be allocated between the Pre-Closing Period and the Post-Closing Period by multiplying the total amount of such Tax for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the Straddle Period ending on, and including, the Closing Date, and the denominator of which is the number of calendar days in the entire Straddle Period, and allocating the result to the Pre-Closing Period and the remainder of such Tax to the Post-Closing Period. (iii) Notwithstanding the provisions of Section 3(b)(i), any Tax Item of SpinCo, Parent, or any member of their respective Groups an Emerson Contributed Subsidiary arising from a transaction engaged in outside the ordinary course of business on the Distribution Closing Date after the Distribution Effective Time Closing shall be properly allocable to SpinCo the Post-Closing Period, and any such transaction by or with respect to SpinCo, Parent, Newco or any member of their respective Groups the Newco Group occurring after the Distribution Effective Time (including the Merger) Closing shall be treated for all Tax purposes (to the extent permitted by Applicable Tax Law) as occurring at the beginning of the day following the Distribution Closing Date in accordance with the principles of Treasury Regulations Section 1.1502-76(b) (assuming no election is made under Treasury Regulations Section 1.1502-76(b)(2)(ii) (relating to a ratable allocation of a year’s Tax Items)); provided that that, for the avoidance of doubt, the foregoing shall not include any action expressly described in or contemplated by any Transaction Document or that is undertaken pursuant to the Internal ReorganizationPre-Closing Restructuring, the SpinCo Transfer Emerson Contributions or the DistributionMerger Exchange.

Allocation Conventions. (i) All Taxes allocated pursuant to Section 4(a3(a) shall be allocated in accordance with the Closing of the Books Method; provided, however, that if Applicable Tax Law does not permit a SpinCo LW Group member or Direct Sale Transferred Subsidiary to close its Taxable year on the Distribution Date, the Tax attributable to the operations of the members of the SpinCo LW Group and the Direct Sale Transferred Subsidiaries for any Pre-Distribution Period shall be the Tax computed using a hypothetical closing of the books consistent with the Closing of the Books Method; provided, further, provided further that any and all Taxes reported, or required to be reported, on a SpinCo Separate Tax Return or a Direct Sale Separate Tax Return, or a Tax 3 NTD: Insert references to tax sections in ancillary agreements. Return of a member of the Parent LW Group to the extent attributable to a member of the SpinCo Group or a Direct Sale Transferred SubsidiaryLW Group, under Section 951(a), Section 951A(a) or Section 965(a) of the Code (“Acquired Subpart F SpinCo 951(a) Taxes”) that, in each either case, are attributable to Tax Items items for a Pre-Distribution Period (determined in accordance with the Closing of the Books Method as though the Taxable year of each specified controlled foreign corporation (within the meaning of Section 965(e) 957 of the Code) giving rise to Tax Items items ended on the Distribution Date) shall be allocated to the CompanyConAgra, and that any Acquired Subpart F SpinCo 951(a) Taxes that, in each either case, are attributable to Tax Items items for a Post-Distribution Period (determined as though the Taxable year of each specified controlled foreign corporation (within the meaning of Section 965(e) 957 of the Code) giving rise to Tax Items items ended on the Distribution Date) shall be allocated to Parent; provided, further, that for purposes of determining the amount of Acquired Subpart F Taxes allocated to the Company pursuant to the preceding proviso, (i) the portion of any Subpart F Taxes under Section 951A and Section 965(a) of the Code, respectively, allocated to the Company shall not exceed the amount of Taxes that the SpinCo Group would have been required to pay (for the avoidance of doubt, taking into account all items of deduction and credit which would have been allowed to members of the SpinCo Group) in respect of inclusions under Section 951A and Section 965 of the Code, respectively, if (x) the SpinCo Group were a stand-alone affiliated group of corporations the domestic members of which joined in the filing of a consolidated U.S. federal income tax return, (y) the Direct Sale Transferred Subsidiaries were members of such group, and (z) the Taxable year of each member of the SpinCo Group and each Direct Sale Transferred Subsidiary ended on the Distribution Date, and (ii) the “qualified business asset investment” (as such term is used in Section 951A(d) of the Code) of each relevant CFC for a Pre-Distribution Period shall be deemed to be the Distribution Date QBAI of such CFC.SpinCo; (ii) Any Tax Item of SpinCo, Parent, SpinCo or any member of their respective Groups arising from a transaction engaged in outside the ordinary course of business on the Distribution Date after the Distribution Effective Time shall be properly allocable to SpinCo and any such transaction by or with respect to SpinCo, Parent, SpinCo or any member of their respective Groups occurring after the Distribution Effective Time (including the Merger) shall be treated for all Tax purposes (to the extent permitted by Applicable Tax Law) as occurring at the beginning of the day following the Distribution Date in accordance with the principles of Treasury Regulations Section 1.1502-76(b) (assuming no election is made under section 1.1502-76(b)(2)(ii) of the Treasury Regulations (relating to a ratable allocation of a year’s Tax Items)); provided that the foregoing shall not include any action that is undertaken pursuant to the Internal ReorganizationRestructuring, the LW Transfer, the Special Cash Payment, the Special SpinCo Transfer Securities Issuance, the Debt Exchange or the Distribution.