Common use of Section 336(e) Election Clause in Contracts

Section 336(e) Election. If UTC determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) shall (and shall cause any relevant member of such SpinCo Group(s) to) join with UTC and/or any relevant member of the UTC Group, as applicable, in the making of any such election and shall take any action reasonably requested by UTC or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, then this Agreement shall be amended in such a manner as is determined by UTC in good faith to take into account such Section 336(e) Election(s), including by requiring that, in the event (a) any Contribution, Distribution, or Internal Distribution fails to have U.S. Tax-Free Status and (b) a Company (or such Company’s Group) that does not have exclusive responsibility pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s), such Company shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to each such Company’s percentage share of such Taxes).

Section 336(e) Election. If UTC XPO determines, in its sole and absolute discretion, that one or more protective elections under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution and/or the Internal Distribution, the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) SpinCo shall (and shall cause any relevant member of such the SpinCo Group(s) Group to) join with UTC XPO and/or any relevant member of the UTC XPO Group, as applicable, in the making of any such election and shall take any action reasonably requested by UTC XPO or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, Distribution and/or any of the Internal DistributionsDistribution, then this Agreement shall be amended in such a manner as is determined by UTC XPO in good faith its sole and absolute discretion to take into account such Section 336(e) Election(s), including by requiring that, in the event (a) any the Contribution, Distribution, or the Internal Distribution fails to have U.S. Tax-Free Status and (b) a Company (or such Company’s Group) that does not have exclusive responsibility pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s)Election, such Company shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies Company responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to each such Company’s percentage share of such Taxes).

Section 336(e) Election. If UTC Encompass determines, in its sole discretion, that one or more a protective elections election under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) Enhabit shall (and shall cause any relevant member of such SpinCo Group(s) the Enhabit Group to) join with UTC Encompass and/or any relevant member of the UTC Group, as applicable, Encompass Group in the making of any such election and shall take any action reasonably requested by UTC Encompass or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, then this Agreement shall be amended in such a manner as is determined by UTC Encompass in good faith to take into account such Section 336(e) Election(s)Election, including by requiring that, in the event (ai) any Contribution, Distribution, or Internal the Distribution fails to have U.S. Tax-Free Status and Status, (bii) a Company (or such Company’s Group) that Enhabit does not have exclusive responsibility pursuant to this Agreement for the Tax-Related Losses arising from such failure failure, and (iii) Enhabit actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s)Election, such Company Enhabit shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses Encompass any such Tax Benefits realized (provided, that, that if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election Enhabit shall pay over to each of the other Companies responsible for such Taxes Encompass the percentage of any such Tax Benefits realized that corresponds to each such CompanyEncompass’s percentage share of such Taxes).

Section 336(e) Election. If UTC determines, in its sole discretion, IAC and New IAC determine that one or more protective elections under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) IAC and New IAC shall (and shall cause any relevant member of such SpinCo Group(s) to) join with UTC and/or any relevant member of the UTC Group, as applicable, in the making of any such election and shall take any action reasonably requested by UTC or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, then this Agreement shall be amended in such a manner as is determined by UTC IAC and New IAC in good faith to take into account such Section 336(e) Election(s), including by requiring that, in the event (ai) any Contribution, Distribution, the Contribution or Internal the Distribution fails to have U.S. Tax-Free Status and (bii) a Company (or such Company’s Group) that does not have exclusive responsibility pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s), such Company shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i7.03(c)(i), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies Company responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to each such other Company’s percentage share of such Taxes).

Section 336(e) Election. If UTC IAC determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) SpinCo shall (and shall cause any relevant member of such the SpinCo Group(s) Group to) join with UTC IAC and/or any relevant member of the UTC Group, as applicable, IAC Group in the making of any such election and shall take any action reasonably requested by UTC IAC or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, then this Agreement shall be amended in such a manner as is determined by UTC IAC in good faith to take into account such Section 336(e) Election(s)Election, including by requiring that, in the event (ai) any Contribution, Distribution, or Internal the IAC Group Transferor the Distribution fails to have U.S. Tax-Free Status and (bii) a the Company (or such Company’s Group) that does not have exclusive responsibility pursuant to this Agreement for the Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s), such Company shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies Company responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to each such other Company’s percentage share of such TaxesTax-Related Losses).

Section 336(e) Election. If UTC determines, in its sole discretion, IAC and New IAC determine that one or more protective elections under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) IAC and New IAC shall (and shall cause any relevant member of such SpinCo Group(s) to) join with UTC and/or any relevant member of the UTC Group, as applicable, in the making of any such election and shall take any action reasonably requested by UTC or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, then this Agreement shall be amended in such a manner as is determined by UTC IAC and New IAC in good faith to take into account such Section 336(e) Election(s), including by requiring that, in the event (ai) any Contribution, Distribution, the Contribution or Internal the Distribution fails to have U.S. Tax-Free Status and (bii) a Company (or such Company’s Group) that does not have exclusive responsibility pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s), such Company shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i7.03(c), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies Company responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to each such other Company’s percentage share of such TaxesTax-Related Losses).

Section 336(e) Election. If UTC XPO determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution, the Otis Distribution, Distribution and/or any of the Internal Distributions, the relevant SpinCo(s) SpinCo shall (and shall cause any relevant member of such the SpinCo Group(s) Group to) join with UTC XPO and/or any relevant member of the UTC XPO Group, as applicable, in the making of any such election and shall take any action reasonably requested by UTC XPO or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, Distribution and/or any of the Internal Distributions, then this Agreement shall be amended in such a manner as is determined by UTC XPO in good faith to take into account such Section 336(e) Election(s), including by requiring that, in the event (a) any the Contribution, Distribution, or any Internal Distribution fails to have U.S. Tax-Free Status and (b) a Company (or such Company’s Group) that does not have exclusive responsibility pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s)Election, such Company shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies Company responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to each such Company’s percentage share of such Taxes).

Section 336(e) Election. If UTC XPO determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution and/or the Internal Distribution, the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) SpinCo shall (and shall cause any relevant member of such the SpinCo Group(s) Group to) join with UTC XPO and/or any relevant member of the UTC XPO Group, as applicable, in the making of any such election and shall take any action reasonably requested by UTC XPO or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, Distribution and/or any of the Internal DistributionsDistribution, then this Agreement shall be amended in such a manner as is determined by UTC XPO in good faith to take into account such Section 336(e) Election(s), including by requiring that, in the event (a) any the Contribution, Distribution, or the Internal Distribution fails to have U.S. Tax-Free Status and (b) a Company (or such Company’s Group) that does not have exclusive responsibility pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s)Election, such Company shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies Company responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to each such Company’s percentage share of such Taxes).

Section 336(e) Election. If UTC Parent determines, in its sole discretion, that one or more a protective elections election under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution (or any Internal Distribution), the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) SpinCo shall (and shall cause any relevant member of such the SpinCo Group(s) Group to) join with UTC and/or Parent (or any relevant member of the UTC Parent Group, as applicable, ) in the making of any such election and shall take any action reasonably requested by UTC Parent or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution (or any Internal Distribution, the Otis Distribution, and/or any of the Internal Distributions), then this Agreement shall be amended in such a manner as is determined by UTC Parent in good faith to take into account such Section 336(e) Election(s)Election, including by requiring that, in the event (a) the Contribution and the Distribution (or any Contribution, Internal Distribution, or Internal Distribution ) fails to have U.S. Tax-Free Status and (b) a Company (or such Company’s Group) Party that does not have exclusive responsibility pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s)Election, such Company Party shall pay over to the Company Party that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, provided that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company Party is liable under Section 7.05(c)(i7.5(c), the Company Party that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies responsible for such Taxes Party the percentage of any such Tax Benefits realized that corresponds to each such CompanyParty’s percentage share of such Taxes).