Carryforwards. Remainco shall determine and notify FOX (a) of any consolidated carryover item that may be partially or totally allocable to a member of the FOX Group and carried over to a taxable period beginning after the Distribution Date and (b) of subsequent adjustments that may affect such carryover item. Remainco shall determine the allocation of consolidated carryover items in accordance with applicable law. As reasonably requested by FOX, Remainco agrees to provide FOX with copies of any workpapers or other documentation that were used in connection with determining the allocation of consolidated carryover items. FOX shall have the right to review and comment on such allocation within the sixty (60) day period after receipt from Remainco. FOX and Remainco shall negotiate in good faith to resolve any disputes relating to such allocation. If FOX and Remainco are unable to resolve any such dispute through good faith negotiations, FOX and Remainco shall promptly submit such dispute to the Tax Referee, which shall promptly, and in any event within thirty (30) days of the receipt of such submission, make a final determination with respect to any disputed items. The Parties shall follow the procedures set forth in Section 5.23(e) of the Disney Merger Agreement for matters submitted to the Tax Referee.
Carryforwards. Remainco shall promptly notify New News Corporation (a) of any consolidated carryover item that may be partially or totally allocable to a member of the New News Corporation Group and carried over to a taxable period beginning after the Distribution Date and (b) of subsequent adjustments which may affect such carryover item. Remainco shall determine that allocation of consolidated carryover items in accordance with applicable law, in its sole discretion, but agrees to consider in good faith any reasonable written comments provided by New News Corporation in respect of any such allocation. As reasonably requested by New News Corporation, Remainco agrees to provide New News Corporation with copies of any workpapers or other documentation that were used in connection with determining the allocation of consolidated carryover items. Notwithstanding anything to the contrary contained in this Agreement, no Newco Contribution Losses will be allocated to a member of the New News Corporation Group.
Carryforwards. Except as required by Applicable Law, no loss recognized as a result of the Internal Reorganization shall be allocated to any RMT Parent Group Entity.
Carryforwards. Except as otherwise provided in this Agreement, International shall pay over to UCRI the amount of the Income Tax Benefit associated with any Carryforward Item within ten days after such Income Tax Benefit is Actually Realized by International or any member of the International Group (including for this purpose Compass and its Affiliates) (d)
Carryforwards. If any AMO Members have attributable to them, under applicable federal and state Income Tax law (including, without limitation, Code Section 1502 and the Treasury Regulations promulgated thereunder), any net operating loss carryforwards, investment tax credit carryforwards, alternative minimum tax credit carryforwards or foreign tax credit carryforwards (the "Carryforwards"), the parties hereto agree that the AMO Group and the AMO Members shall be exclusively entitled to use and benefit from the Carryforwards without compensation to the Allergan Group or any Pre-Distribution Member. Allergan hereby agrees to take any action or make any election reasonably required to permit AMO and the AMO Members to utilize the Carryforwards; provided, however, that no such action or election shall be required if it would adversely affect in any way the Income Tax liabilities of the Allergan Group or any Post-Distribution Member for any Taxable Year. The parties also hereby agree that the provisions of this Section 4.4 shall apply with respect to any similar carryforwards available under applicable state, foreign or local Tax law.
Carryforwards. MII shall promptly notify MVWC (a) of any consolidated carryover item that may be partially or totally allocable to a member of the MVWC Group and carried over to a taxable period beginning after the Distribution Date and (b) of subsequent adjustments which may affect such carryover item. MII shall determine that allocation of consolidated carryover items in its sole discretion but agrees to consider in good faith any reasonable written comments provided by MVWC in respect of any such allocation. Notwithstanding anything to the contrary contained in this Agreement, no MVW US Contribution Losses will be allocated to a member of the MVWC Group.
Carryforwards. 3.1 The adjustment to separate return tax liability specified in Article 2.2(c) shall be determined as provided in this Article.
Carryforwards. The Company shall notify SpinCo (i) as soon as practicable after the date of the Effective Time, of any consolidated carryover item that may be partially or totally allocable to a member of the SpinCo Group and carried over to a taxable period beginning after the date of the Effective Time and (ii) promptly of subsequent adjustments which may affect such carryover item.
Carryforwards. Consistent with the Overriding Principle, TRW Automotive agrees to pay to TRW the Tax Benefit that TRW Automotive or any TRW Automotive Affiliate realizes from the use in any Post-Distribution Period of a carryforward of any Tax Asset of the TRW Automotive Group from a Pre-Distribution Period to the extent that such Tax Asset was previously utilized by the TRW Group on a Consolidated Return for a Pre-Distribution Period which has been amended in order for TRW to realize the Tax Benefits resulting from the Transactions pursuant to Section 2.05(a); provided, however, that TRW Automotive shall use any Tax Asset carryforward before using any Tax Assets from any other year beginning after the Distribution Date, unless otherwise required by law. If subsequent to the payment by TRW Automotive to TRW of the Tax Benefit of a carryforward of a Tax Asset of the TRW Automotive Group, there shall be a Final Determination which results in a (1) change to the amount of the Tax Asset so carried forward or (2) change to the amount of such Tax Benefit, TRW Automotive shall repay to TRW, or TRW shall repay to TRW Automotive, as the case may be, any amount which would not have been payable to such other party pursuant to this Section 2.07(c) had the amount of the benefit been determined in light of these events. The party making payment to the other party due to such Final Determination shall also reimburse the recipient of the repayment for any interest and penalties incurred and applicable to such repayment amount.
Carryforwards. Other than as specifically provided in this Section 5.12 and in Section 6.17, notwithstanding anything to the contrary in this Agreement, Buyer shall be under no obligation to make any payment to the Sellers with respect to any credit or deduction attributable to any pre-Closing period which is available as a carryforward to a post-Closing period (including a post-Closing period beginning before and ending after the Closing Date) provided, however, that solely with regard to any federal net operating loss carryforwards attributable to pre-Closing periods, the Indemnity Payments otherwise required to be made by the Sellers to Buyer under this Article V shall be reduced in the aggregate by the amount of any reduction in the federal income Taxes of the Company and its Subsidiaries for a post-Closing period attributable to the utilization of such federal net operating loss carryforwards. The amount of any such reduction in the federal income Taxes of the Company and its Subsidiaries for any post-Closing period shall be determined by Buyer as if the Company and its Subsidiaries were a separate affiliated group filing a separate consolidated return for federal income tax purposes for the taxable year in which the net operating loss carryforward is utilized. In the event that the Sellers' Committee disagrees with any calculation required under this Section 5.12, such calculation shall be made by the Tax Arbitrator, acting as an expert and not as an arbitrator, whose decision shall be final and binding and whose expenses shall be shared equally by the Sellers and Buyer.
