Common use of Correlative Tax Benefits Clause in Contracts

Correlative Tax Benefits. (a) If (i) a member of the SpinCo Group realizes an increase in a Tax Attribute as a result of an adjustment pursuant to a Final Determination that increases Taxes for which a member of the ParentCo Group is liable hereunder (or reduces any Tax Attribute of a member of the ParentCo Group that would have otherwise been available to produce a Tax Benefit for the ParentCo Group), (ii) such adjustment relates to the income recognized in the Tracer Transaction, (iii) such increase in the SpinCo Group’s Tax Attribute would not have arisen but for such adjustment (determined on a “with and without” basis), and (iv) ParentCo furnishes a notice to SpinCo stating that ParentCo has determined that such increase in the SpinCo Group’s Tax Attribute is expected to lead to cash Tax Benefits for the SpinCo Group and that the amount of the cash Tax Benefits resulting from the increase in the Tax Attribute can be reasonably estimated, then SpinCo shall make a payment to ParentCo within sixty (60) days following such notice in an amount equal to the present value of such estimated cash Tax Benefits, as reasonably determined by ParentCo (such present value to be determined by using a discount rate equal to the Applicable Interest Rate in effect on the date of ParentCo’s determination). ParentCo shall promptly provide to SpinCo such information regarding the determination of the present value as may reasonably be requested by SpinCo.