Common use of Income Tax Deductions Clause in Contracts

Income Tax Deductions. To the extent permitted by applicable Tax Law, all Income Tax deductions arising after the Distribution by reason of a grant, vesting, exercise, or settlement of an Equity Award issued to a ParentCo Individual, or by reason of a disqualifying disposition of shares relating to such an Equity Award, or by reason of any other payment of compensation by the ParentCo Group or SpinCo Group to a ParentCo Individual shall be claimed solely by the ParentCo Group; and all Income Tax deductions arising after the Distribution by reason of a grant, vesting, exercise, or settlement of an Equity Award issued to a SpinCo Individual, or by reason of a disqualifying disposition of shares relating to such an Equity Award, or by reason of any other payment of compensation by the ParentCo Group or SpinCo Group to a SpinCo Individual shall be claimed solely by the SpinCo Group. If, as a result of a Final Determination, an Income Tax deduction claimed pursuant to the immediately preceding sentence is disallowed to the Group that claims such deduction, then the other Group shall at the request of the Company that is a member of the former Group (the “Employing Company”) make a claim for the deduction so disallowed; provided, however, that the Employing Company has delivered to the other Company (the “Claiming Company”) (i) an opinion of counsel in a form reasonably satisfactory to the Claiming Company that confirms that, based on the Final Determination, the deduction should be allowable to the Claiming Company or one of its Affiliates, and (ii) an acknowledgement that the Employing Company will reimburse the Claiming Company for all reasonable expenses incurred by the Claiming Company and its Affiliates as a result of claiming the deduction. Upon a subsequent Final Determination in favor of the Claiming Company or its Affiliates with respect to such deduction, the Claiming Company shall pay to the Employing Company an amount equal to the Tax Benefit that was actually realized in cash by the Claiming Company or its Affiliates as a result of claiming such deduction.