Parent TRA. If and to the extent that there is a Disqualifying Action and the resulting Taxes (including any Taxes attributable to the Section 336(e) Election) are allocated to Parent pursuant to Section 4, (i) Parent shall be entitled to periodic payments from SpinCo equal to the product of (x) 85% of the tax savings arising from the step-up in tax basis resulting from the Section 336(e) Election and (y) the percentage of such Taxes that are allocated to Parent pursuant to Section 4, and (ii) the Parties shall negotiate in good faith the terms of a tax receivable agreement to govern the calculation of such payments, with it being agreed that the terms of such agreement shall be substantially similar to the terms of the MCK Tax Receivable Agreement; provided that any such tax saving in clause (i) shall be determined using a “with and without” methodology (treating any deductions or amortization attributable to the step-up in tax basis resulting from the Section 336(e) Election as the last items claimed for any taxable year, including after the utilization of any carryforwards).
Appears in 3 contracts
Samples: Tax Matters Agreement (Change Healthcare Inc.), Tax Matters Agreement (McKesson Corp), Tax Matters Agreement (McKesson Corp)
Parent TRA. If and to the extent that there is a Disqualifying Action and the resulting Taxes (including any Taxes attributable to the Section 336(e) Election) are allocated to Parent pursuant to Section 4, (i) Parent shall be entitled to periodic payments from SpinCo equal to the product of (x) 85% of the tax savings arising from the step-up in tax basis resulting from the Section 336(e) Election and (y) the percentage of such Taxes that are allocated to Parent pursuant to Section 4, and (ii) the Parties shall negotiate in good faith the terms of a tax receivable agreement to govern the calculation of such payments, with it being agreed that the terms of such agreement shall be substantially similar to the terms of the MCK Tax Receivable Agreement; provided that any such tax saving in clause (i) shall be determined using a “with and without” methodology (treating any deductions or amortization attributable to the step-up in tax basis resulting from the Section 336(e) Election as the last items claimed for any taxable year, including after the utilization of any carryforwards).carryforwards).1
Appears in 2 contracts
Samples: Separation and Distribution Agreement (McKesson Corp), Tax Matters Agreement (Change Healthcare Inc.)
Parent TRA. If and to the extent that there is a Disqualifying Action and the resulting Taxes (including any Taxes attributable to the Section 336(e) Election) are allocated to Parent pursuant to Section 4, (i) Parent shall be entitled to periodic payments from SpinCo equal to the product of (x) 85% of the tax savings arising from the step-up in tax basis resulting from the Section 336(e) Election and (y) the percentage of such Taxes that are allocated to Parent pursuant to Section 4, and (ii) the Parties shall negotiate in good faith the terms of a tax receivable agreement to govern the calculation of such payments, with it being agreed that the terms of such agreement shall be substantially similar to the terms of the MCK Tax Receivable Agreement; provided that any such tax saving in clause (i) shall be determined using a “with and without” methodology (treating any deductions or amortization attributable to the step-up in tax basis resulting from the Section 336(e) Election as the last items claimed for any taxable year, including after the utilization of any carryforwards).carryforwards).15
Appears in 1 contract
Samples: Limited Liability Company Agreement (McKesson Corp)
