Computation of Liability Sample Clauses

Computation of Liability. (i) To the extent that any Tax-Related Loss is subject to indemnity under both Section 6.4(a) and Section 6.4(b), responsibility for such Tax-Related Loss shall be shared by Manitowoc ParentCo and SpinCo according to relative fault. (1) Notwithstanding Section 6.4(b) or 6.4(c)(i), with respect to (I) any Tax-Related Loss resulting from Section 355(e) of the Code (other than as a result of an acquisition of a Fifty Percent or Greater Interest in Manitowoc ParentCo) and (II) any other Tax-Related Loss resulting (for the avoidance of doubt, in whole or in part) from an acquisition after the Distribution of any stock or assets of SpinCo (or any SpinCo Affiliate) by any means whatsoever by any Person or any action or failure to act by SpinCo affecting the voting rights of SpinCo stock, SpinCo shall be responsible for, and shall indemnify and hold harmless Manitowoc ParentCo and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Losses. (2) Notwithstanding anything to the contrary in Section 6.4(a) or Section 6.4(c)(i), with respect to (I) any Tax-Related Loss resulting from Section 355(e) of the Code (other than as a result of an acquisition of a Fifty Percent or Greater Interest in SpinCo) and (II) any other Tax-Related Loss resulting (for the avoidance of doubt, in whole or in part) from an acquisition after the Distribution of any stock or assets of Manitowoc ParentCo (or any Manitowoc ParentCo Affiliate) by any means whatsoever by any Person, Manitowoc ParentCo shall be responsible for, and shall indemnify and hold harmless SpinCo and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Losses. (ii) For purposes of calculating the amount and timing of any Tax-Related Loss for which a Company is responsible under this Section 6.4, Tax-Related Losses shall be calculated by assuming that Tax is paid at the highest marginal corporate Tax rates in effect for the relevant entity in each relevant taxable year and there are no Tax Attributes available in any relevant taxable year. Each Company shall have the right to review the computation of any Tax-Related Losses prepared by the other Company.