Computation of Separate Tax Liability Sample Clauses

Computation of Separate Tax Liability. 1)Any Qualtrics Separate U.S. Federal Tax Liability shall be computed using the following conventions (the “Tax Attribute Conventions”):(i)By not taking into account any Pre-IPO Equity Award Tax Attributes;(ii)By taking into account any carryforwards of any Tax Attribute (other than any Pre-IPO Equity Award Tax Attribute) generated in any taxable period beginning after December 31, 2020 that are properly attributable to Qualtrics or its Affiliates and are actually available to be used by the SAP America Consolidated Group in the taxable year in which the Qualtrics Separate U.S. Federal Tax Liability is being computed;(iii)By taking into account, any Hypothetical Qualtrics Tax Attribute (determined as if all other available loss, deductions, credits and other Tax Attributes were utilized before the Hypothetical Qualtrics Tax Attribute) that has not been previously utilized by Qualtrics to reduce the Qualtrics Separate U.S. Federal Tax Liability in a prior taxable period; provided, that the Qualtrics Separate U.S. Federal Tax Liability shall only be reduced on account of a Hypothetical Qualtrics Tax Attribute to the extent of the Tax Benefit recognized by the SAP Group as a result of the utilization of the underlying Tax Attribute to which such Hypothetical Qualtrics Tax Attribute relates.(2)At least 10 business days prior to the due date for any payment of Taxes (including estimated taxes for purposes of Section 8.1 of this Agreement) in respect of any Combined Return, SAP (or one of its Affiliates) shall provide Qualtrics with a written calculation in reasonable detail (including, upon reasonable request, copies of all work sheets and other materials used in preparation thereof) setting forth the amount of any Qualtrics Separate Tax Liability or estimated Qualtrics Separate Tax Liability, as applicable. The calculation of any Qualtrics Separate Tax Liability shall be based on the Qualtrics Consolidated Return Materials, the Qualtrics Combined State Return Materials, and/or any other information provided by Qualtrics to SAP pursuant to this Agreement and shall be computed in a manner consistent (i) with general Tax accounting principles, (ii) the Tax law of the applicable Taxing Jurisdiction, (iii) the Tax Attribute Conventions, and (iv) past practice, if any, to the extent not inconsistent with this Agreement. SAP may determine any estimated Qualtrics Separate Tax Liability based on the materials that Qualtrics is required to deliver to SAP pursuant to Sec...