Apportionment of Earnings and Profits and Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Parent Group and the members of the SpinCo Group in accordance with the Code, Treasury regulations and any other Applicable Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributes.
Apportionment of Earnings and Profits and Tax Attributes. OFC shall in good faith advise Altisource in writing of the portion, if any, of any earnings and profits, Tax Attribute or other consolidated, combined or unitary attribute that OFC determines shall be allocated or apportioned to the Altisource Group under applicable law. Altisource and all members of the Altisource Group shall prepare all Tax Returns in accordance with such written notice. As soon as practicable after receipt of a written request from Altisource, OFC shall provide copies of any studies, reports and workpapers supporting such allocations and apportionments. In the event of a subsequent adjustment by the applicable Tax Authority to such allocations and apportionments, OFC shall promptly notify Altisource in writing of such adjustment. For the avoidance of doubt, OFC shall not be liable to any member of the Altisource Group for any failure of any determination under this Section 4.08 to be accurate under applicable Tax Law.
Apportionment of Earnings and Profits and Tax Attributes. As soon as reasonably practicable following the Distribution Date, B/E shall notify KLX in writing of the portion, if any, of any earnings and profits, overall foreign loss or other Tax Attribute from Pre-Distribution Periods, including consolidated, combined or unitary Tax Attributes, which B/E determines shall be allocated or apportioned to the KLX Group under applicable Tax Law. B/E shall provide reasonable timely updates to KLX of the allocation of Tax Attributes as B/E finalizes Tax Returns for the B/E Group and as adjustments, if any, are subsequently made to such Tax Returns. KLX and all members of the KLX Group shall prepare all Tax Returns in accordance with such written notice. In the event that any temporary or final amendments to Treasury Regulations are promulgated after the date of this Agreement that provide for any election to apply such regulations retroactively, then any such election shall be made only to the extent that B/E and KLX mutually agree to make such election. As soon as practicable after receipt of a written request from KLX, B/E shall provide copies of any studies, reports, and workpapers supporting the earnings and profits and other Tax Attributes allocable to KLX. Any dispute regarding the apportionment of such earnings and profits or any Tax Attribute shall be resolved pursuant to the provisions of Section 14 of this Agreement. All Tax Returns prepared by the B/E Group and the KLX Group shall be consistent with any allocation or apportionment as determined pursuant to this Section 4.6.
Apportionment of Earnings and Profits and Tax Attributes. (a) If the UTC Affiliated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to a SpinCo or any member of a SpinCo Group and treated as a carryover to the first Post-Deconsolidation Period of such SpinCo (or such member) shall be determined by UTC in accordance with Treasury Regulations Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A.
Apportionment of Earnings and Profits and Tax Attributes. (a) Any Tax Attributes arising in a Pre-Closing Period that are subject to allocation among members of a Combined Group shall be allocated among (and the benefits and burdens of such Tax Attributes will inure to) the members of the Xxxxxxx Group and the Xxxxxxx Contributed Subsidiaries in accordance with the Code, Treasury Regulations, and any Applicable Law, as determined by Xxxxxxx in its reasonable discretion.
Apportionment of Earnings and Profits and Tax Attributes. Parent shall be entitled in good faith to instruct SpinCo in writing of the portion, if any, of any earnings and profits, previously taxed earnings and profits, Tax Attribute, basis, overall foreign loss or any consolidated, combined, unitary or comingled attribute which Parent determines shall be allocated to, apportioned to or adjusted by the SpinCo Group under applicable law in connection with the Transactions. SpinCo and all members of the SpinCo Group shall prepare all Tax Returns in accordance with (and shall not take any Tax position that is inconsistent with) such written instructions. As soon as practicable after receipt of a written request from SpinCo, Parent shall provide copies of any studies, reports, and workpapers supporting the earnings and profits, previously taxed earnings and profits, basis, overall foreign loss and other Tax Attributes allocable to SpinCo. In the event of a subsequent adjustment to the earnings and profits, previously taxed earnings and profits, basis, overall foreign loss or any Tax Attributes determined by Parent pursuant to this Section 4.08, Parent or SpinCo, as the case may be, shall promptly notify the other Company in writing of such adjustment. For the absence of doubt, Parent shall not be liable to SpinCo or any member of the SpinCo Group for any failure of any determination under this Section 4.08 to be accurate under applicable law.
Apportionment of Earnings and Profits and Tax Attributes. (a) If the Old Xxxxxxx Controls Affiliated Group has a Tax Attribute, the portion, if any, of such Tax Attribute required to be apportioned to Adient or the members of the Adient Group and treated as a carryover to the first Post-Distribution Period of Adient (or such member) shall be determined in good faith by Xxxxxxx Controls in accordance with Treasury Regulations Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A.
Apportionment of Earnings and Profits and Tax Attributes. Distributing shall in good faith advise SpinCo as soon as reasonably practicable in writing of the portion, if any, of any earnings and profits, Tax Attribute, overall foreign loss or other consolidated, combined or unitary attribute which Distributing determines shall be allocated or apportioned to the SpinCo Group under applicable Tax law. SpinCo and all members of the SpinCo Group shall prepare all Tax Returns in accordance with such written notice. In the event of an adjustment to the earnings and profits or any Tax Attributes determined by Distributing, Distributing shall promptly notify SpinCo in writing of such adjustment. For the absence of doubt, Distributing shall not be liable to SpinCo or any member of the SpinCo Group for any failure of any determination under this Section 4.08 to be accurate under applicable law and regulations and in good faith.
Apportionment of Earnings and Profits and Tax Attributes. 9 Section 6. Utilization of Tax Attributes. 10
Apportionment of Earnings and Profits and Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the RGHL Group and the members of the RCPI Group in accordance with RGHI’s (and, where applicable, RGHL’s) historical practice (including historical methodologies for making corporate allocations), the Code, Treasury Regulations, and any applicable state, local and foreign law, as determined by RGHL in its sole discretion.
