Common use of Tax Benefits Clause in Contracts

Tax Benefits. (a) Except as set forth below, (i) UTC shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of (A) Income Taxes and Other Taxes for which UTC is liable hereunder and (B) Foreign Income Taxes reported on any Tax Return for a Tax Period ending on or prior to (or including) the relevant Deconsolidation Date to the extent such refund results in a disallowance or adjustment of any foreign Tax credit claimed by the UTC Group (and any interest payable to the applicable Tax Authority as a result of such disallowance or adjustment), (ii) Carrier shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which Carrier is liable hereunder, (iii) Otis shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which Otis is liable hereunder, and (iv) a Company receiving a refund to which another Company is entitled hereunder in whole or in part shall pay over such refund (or portion thereof) to such other Company within 30 days after such refund is received; it being understood that, with respect to any refund (or any interest thereon received from the applicable Tax Authority) of Shared Taxes or Taxes for which more than one Company is liable under Section 2.02(a)(iii) or Section 7.05(c)(i), each Company shall be entitled to the portion of such refund (or interest thereon) that reflects its proportionate liability for such Taxes.

Tax Benefits. (a) Except as set forth below, (i) UTC Xxxxxxx Controls shall be entitled to any refund Refund (and any interest thereon received from the applicable Tax Authority) of (x) any Taxes actually paid prior to the Distribution Date (except to the extent (A) Income such Refund was reflected as an asset on Adient’s opening standalone balance sheet dated as of the date of Distribution, (B) such Refund is received in respect of excess estimated Tax payments taken into account for purposes of determining the amount of the adjustment payment, if any, required to be made pursuant to Section 2.12(c) of the Separation and Distribution Agreement), or (C) such Taxes were actually paid by a member of the Adient Group (and Other not paid by a member of the Xxxxxxx Controls Group on behalf of a member or members of the Adient Group) prior to the Distribution Date and the payment of such Taxes was not taken into account, directly or indirectly (including as a result of the Distribution Cash Amounts (as defined in Schedule 2.12(c)(i) to the Separation and Distribution Agreement) being lower as a result of such payment), for purposes of determining the amount of the adjustment payment, if any, required to be made pursuant to Section 2.12(c) of the Separation and Distribution Agreement) and (y) any Taxes for which UTC Xxxxxxx Controls is liable hereunder and (B) Foreign Income Taxes reported on any Tax Return for a Tax Period ending on or prior to (or including) the relevant Deconsolidation Date to the extent such refund results in a disallowance or adjustment of any foreign Tax credit claimed by the UTC Group (and any interest payable to the applicable Tax Authority as a result of such disallowance or adjustment), (ii) Carrier Adient shall be entitled to any refund Refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other any Taxes for which Carrier Adient is liable hereunder (other than any Refund to which Xxxxxxx Controls is entitled pursuant to clause (i) above). The Company receiving a Refund to which another Company is entitled hereunder, in whole or in part, shall pay over the amount of such Refund (iiior portion thereof) Otis shall be entitled to any refund (and any interest thereon on such amount received from the applicable Tax Authority) to such other Company within ten (10) Business Days after the receipt of Income such Refund or application of such Refund against Taxes and Other Taxes for which Otis is liable hereunder, and (iv) a Company receiving a refund to which another Company is entitled hereunder in whole or in part shall pay over such refund otherwise payable. To the extent that any Refund (or portion thereof) in respect of which any amounts were paid over pursuant to such other Company within 30 days after such refund the immediately preceding sentence is received; it being understood that, with respect to any refund (or any interest thereon received from subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) of Shared Taxes or Taxes for which more than one Company is liable under Section 2.02(a)(iii) or Section 7.05(c)(i), each Company shall be entitled to the portion of such refund (or interest thereon) that reflects its proportionate liability for such Taxesother Company.

Tax Benefits. (a) Except as set forth below, (i) UTC Parent shall be entitled to any refund Refund (and any interest thereon received from the applicable Tax Authority) of any Taxes (A) Income Taxes and Other Taxes for which UTC Parent is liable hereunder and (other than any such Refund that is an UpstreamCo Retained Tax Benefit), or (B) Foreign Income Taxes reported on any that is a Parent Retained Tax Return for a Tax Period ending on or prior to (or including) the relevant Deconsolidation Date to the extent such refund results in a disallowance or adjustment of any foreign Tax credit claimed by the UTC Group (Benefit and any interest payable to the applicable Tax Authority as a result of such disallowance or adjustment), (ii) Carrier UpstreamCo shall be entitled to any refund Refund (and any interest thereon received from the applicable Tax Authority) (A) of Income Taxes and Other any Taxes for which Carrier UpstreamCo is liable hereunder, hereunder (iiiother than any Refund to which Parent is entitled pursuant to clause (i) Otis shall be entitled to any refund above) or (and any interest thereon received from the applicable B) that is an UpstreamCo Retained Tax Authority) of Income Taxes and Other Taxes for which Otis is liable hereunder, and (iv) a Benefit. The Company receiving a refund Refund to which another Company is entitled hereunder hereunder, in whole or in part part, shall pay over the amount of such refund Refund (or portion thereof) (and any interest on such amount received from the applicable Tax Authority but net of any costs and expenses (including Taxes) incurred by the Company (or a member of its Group) receiving such Refund in connection with obtaining or securing such Refund) to such other Company within 30 days twenty (20) Business Days after the receipt of such refund is received; it being understood that, with respect to Refund or application of such Refund against Taxes otherwise payable. To the extent that any refund Refund (or portion thereof) in respect of which any interest thereon received from amounts were paid over pursuant to the immediately preceding sentence is subsequently disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) of Shared Taxes or Taxes for which more than one Company is liable under Section 2.02(a)(iii) or Section 7.05(c)(i), each Company shall be entitled to the portion of such refund (or interest thereon) that reflects its proportionate liability for such Taxesother Company.

Tax Benefits. (a) Except as set forth below, (i) UTC XPO shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of (A) Income Taxes and Other Taxes for which UTC XPO is liable hereunder (except as otherwise provided in clause (ii)(A)) and (B) Foreign Income Taxes reported on any Tax Return for a Tax Period ending on or prior to (or including) the relevant Deconsolidation Date to the extent such refund results in a disallowance or adjustment of any foreign Tax credit claimed by the UTC XPO Group (and any interest payable to the applicable Tax Authority as a result of such disallowance or adjustment), (ii) Carrier SpinCo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) (A) to the extent such refund arises as a result of any adjustment pursuant to a Final Determination of any item of income, gain, loss, deduction or credit on any XPO Federal Consolidated Income Tax Return, XPO State Combined Income Tax Return or XPO Foreign Combined Income Tax Return, in each case, that is attributable (as reasonably determined by XPO) to members of the SpinCo Group and (B) of any other Income Taxes and Other Taxes for which Carrier is liable hereunder, (iii) Otis shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other Taxes for which Otis SpinCo is liable hereunder, and (iviii) a Company receiving a refund to which another Company is entitled hereunder in whole or in part shall pay over such refund (or portion thereof), net of cost (including Taxes) resulting therefrom, to such other Company within 30 days after such refund is received; it being understood that, with respect to any refund (or any interest thereon received from the applicable Tax Authority) of Shared Taxes or Taxes for which more than one Company is both Companies are liable under Section 2.02(a)(iii) or Section 7.05(c)(i), each Company shall be entitled to the portion of such refund (or interest thereon) that reflects its proportionate liability for such Taxes.

Tax Benefits. (a) Except as set forth below, (i) UTC Xxxxxxx Controls shall be entitled to any refund Refund (and any interest thereon received from the applicable Tax Authority) of (x) any Taxes actually paid prior to the Distribution Date (except (A) Income to the extent such Refund was reflected as an asset on Adient’s opening standalone balance sheet dated as of the date of Distribution or (B) such Taxes were actually paid by a member of the Adient Group prior to the Distribution Date and Other the payment of such Taxes is not taken into account for purposes of determining the amount of the adjustment payment, if any, required to be made pursuant to Section 2.12(c) of the Separation and Distribution Agreement) and (y) any Taxes for which UTC Xxxxxxx Controls is liable hereunder and (B) Foreign Income Taxes reported on any Tax Return for a Tax Period ending on or prior to (or including) the relevant Deconsolidation Date to the extent such refund results in a disallowance or adjustment of any foreign Tax credit claimed by the UTC Group (and any interest payable to the applicable Tax Authority as a result of such disallowance or adjustment), (ii) Carrier Adient shall be entitled to any refund Refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes and Other any Taxes for which Carrier Adient is liable hereunder (other than any Refund to which Xxxxxxx Controls is entitled pursuant to clause (i) above). The Company receiving a Refund to which another Company is entitled hereunder, in whole or in part, shall pay over the amount of such Refund (iiior portion thereof) Otis shall be entitled to any refund (and any interest thereon on such amount received from the applicable Tax Authority) of Income Taxes and Other Taxes for which Otis is liable hereunder, and (iv) a Company receiving a refund to which another Company is entitled hereunder in whole or in part shall pay over such refund (or portion thereof) to such other Company within 30 days ten (10) Business Days after such refund is received; it being understood that, with respect to any refund (or any interest thereon received from the applicable Tax Authority) of Shared Taxes or Taxes for which more than one Company is liable under Section 2.02(a)(iii) or Section 7.05(c)(i), each Company shall be entitled to the portion receipt of such refund (Refund or interest thereon) that reflects its proportionate liability for application of such Taxes.Refund against Taxes otherwise