Allocation of Tax Attributes. Each Party shall make its own determination as to the existence and the amount of the Tax Attributes to which it is entitled after the Effective Time; provided, however, that such determination shall be made in a manner that is (a) reasonably consistent with the past practices of the Parties; (b) in accordance with the rules prescribed by applicable Law, including the Code and the Treasury Regulations; (c) consistent with the IRS Ruling, the Tax Representation Letters, and the Tax Opinions; and (d) reasonably determined by the Party to minimize the aggregate cash Tax liability of the Parties for all Pre-Distribution Tax Periods and the portion of all Straddle Tax Periods ending on the Distribution Date. Each Party agrees to provide the other Parties with all of the information supporting the Tax Attribute determinations made by that Party pursuant to this Section 11.1.
Allocation of Tax Attributes. Each Party shall make its own determination as to the existence and the amount of the Tax Attributes to which it is entitled after the Effective Time; provided, however, that such determination shall be made in a manner that is (a) reasonably consistent with the past practices of the Parties; (b) in accordance with the rules prescribed by applicable Law, including the Code and the Treasury Regulations; (c) consistent with the IRS Ruling, the Tax Representation Letters, and the Tax Opinions; and (d) reasonably determined by the Party to minimize the aggregate cash Tax liability of the Parties for all Pre-Distribution Tax Periods and the portion of all Straddle Periods ending on the Distribution Date. Each Party agrees to provide the other Parties with all of the information supporting the Tax Attribute determinations made by that Party pursuant to this Section 9.1. Notwithstanding the above, the Tax Attributes listed on Schedule 9.1 shall be allocated among the Parties in the manner specified thereon.
Allocation of Tax Attributes. Vornado shall consult with Newco in good faith and consider in good faith any comments provided by Newco with respect to the portion, if any, of any earnings and profits and other Tax attributes to be allocated to the Newco Group, and Vornado shall in good faith advise Newco in writing of the such portion, if any, which Vornado shall have determined shall be allocated or apportioned to the Newco Group under applicable Tax Law. Newco and all members of the Newco Group shall prepare all Tax Returns in accordance with such written notice. In the event that, as a result of a Final Determination, the allocation provided by Vornado is required to be adjusted in accordance with such Final Determination, Vornado shall promptly notify Newco in writing of such adjustment and Newco and all members of the Newco Group shall prepare all Tax Returns, from the date of such notification, in accordance with the adjusted amounts set forth in such notification. For the avoidance of doubt, Vornado shall not be liable to Newco or any member of the Newco Group for any failure of any determination under this Section 2.5 to be accurate under applicable Tax Law.
Allocation of Tax Attributes. Tax Attributes, if any, remaining after the Distribution (other than net operating losses) shall be allocated in accordance with the Private Letter Ruling or, if not addressed in the Private Letter Ruling, between the Reorganized EFH Entities, on the one hand, and the Reorganized TCEH Entities, on the other hand, in accordance with the Code and Treasury Regulations, including Treasury Regulations Section 1.1502-76 (and any applicable state, local and foreign Laws) and, with respect to earnings and profits, as initially requested in the IRS Submissions. The allocation of such Tax Attributes shall be determined by treating the Reorganized TCEH Entities as one consolidated group and the Reorganized EFH Entities as a separate and distinct consolidated group. Any disputes shall be resolved by the Accounting Firm in accordance with Section 9.02. The EFH Parties and Reorganized TCEH hereby agree to compute all Taxes consistently with the determination of the allocation of Tax Attributes pursuant to this Section 2.04(e) unless otherwise required by a Final Determination. For the avoidance of doubt, in the event the Taxable Separation occurs, no Tax Attributes (other than tax basis) shall be allocated to the Reorganized TCEH Entities unless otherwise required by a Final Determination.
Allocation of Tax Attributes. Delta shall determine in good faith, consistent with the books and records of Delta, the allocation of tax attributes that are required to be allocated among Delta and Ultra in accordance with the Code and the regulations promulgated thereunder (and any applicable state, local and foreign laws).
Allocation of Tax Attributes. To the extent permitted by applicable law, the relevant Tax Attributes with respect to the Consolidated Group or Combined Group, as the case may be, shall be allocated (except as otherwise provided under section 5.1(b)) to the corporation or entity that created or generated such Tax Attributes.
Allocation of Tax Attributes. IP shall determine in good faith, consistent with the books and records of IP, the allocation of Tax Attributes among IP Entities and Transferred Entities in accordance with the Code and Treasury Regulations, including Treasury Regulations Section 1.1502-76 (and any applicable state, local and foreign Laws). IP shall consult in good faith with UWWH (or Spinco, following the Parent Company Merger) regarding the allocation of Tax Attributes and shall consider in good faith any written comments received from UWWH (or Spinco, following the Parent Company Merger) regarding such allocation of Tax Attributes. IP and Spinco hereby agree to compute all Taxes consistently with the determination of the allocation of Tax Attributes pursuant to this Section 2.08 unless otherwise required by a Final Determination.
Allocation of Tax Attributes. Harbor shall determine in good faith, consistent with the books and records of Harbor, the allocation of Tax Attributes among Harbor Entities and Transferred Entities in accordance with the Code and Treasury Regulations, including Treasury Regulations Sections 1.1502-76 and 1.312-10 (and any applicable state, local and foreign Laws). Harbor shall consult in good faith with Voyager (or Spinco, following the Merger) regarding the allocation of Tax Attributes and shall consider in good faith any written comments received from Voyager (or Spinco, following the Merger) regarding such allocation of Tax Attributes. Harbor, Voyager and Spinco hereby agree to compute all Taxes (and hereby agrees to cause each Harbor Entity (in the case of Harbor) or Spinco Entity (in the case of Spinco), as applicable, to compute all Taxes) consistently with the determination of the allocation of Tax Attributes pursuant to this Section 2.08 unless otherwise required by a Final Determination.
Allocation of Tax Attributes. All Tax Attributes determined on a consolidated or combined basis for Pre-Distribution Tax Periods shall be allocated to the Parent Group and SpinCo Group in accordance with the Code and the Treasury Regulations (and any applicable state, local, or non-U.S. law or regulation). Parent shall reasonably determine the amounts and proper allocation of such Tax Attributes as of the Distribution Date and shall provide written notice of the calculation thereof to SpinCo as soon as reasonably practicable after Parent or its designee prepares such calculation. Such determination and allocation shall not be subject to dispute resolution. Parent and SpinCo agree to compute their Tax liabilities for Post-Distribution Tax Periods consistent with such determination and allocation. Notwithstanding anything in this Agreement to the contrary, Parent shall not be liable to SpinCo or any member of the SpinCo Group for any failure of (a) any determination under this Section 4.4 to be accurate or sustained under applicable Law, including as the result of any Final Determination or (b) any Tax Attribute (including tax basis) to be available, in whole or in part, for any Tax Period. The allocations made under this Section 4.4 shall be revised by Parent to reflect any subsequent Final Determination that affects any Tax Attributes determined on a consolidated or combined basis for Pre-Distribution Tax Periods.
Allocation of Tax Attributes. HLT shall in good faith advise each of PK and HGV in writing of the portion, if any, of any Tax Attributes, earnings and profits, or other consolidated, combined or unitary attribute that HLT determines shall be allocated or apportioned to each Group under applicable Law; provided, however, that such determination shall be made in a manner that is: (a) reasonably consistent with the past practices of the Parties; (b) in accordance with the rules prescribed by applicable Law, including the Code and the Treasury Regulations; and (c) consistent with the IRS Ruling, the Tax Representation Letters, and the Tax Opinions. HLT agrees to provide the other Parties with all of the information supporting the Tax Attribute and other determinations made by HLT pursuant to this Section 10.1. In the case of an Audit of Pre-Distribution Income Tax Returns that results in an increase in the earnings and profits allocated to PK, PK may be required to pay a “deficiency dividend,” in accordance with Section 860 of the Code, within ninety (90) days after the “determination,” as defined in Section 860 of the Code. To provide PK with sufficient notice so that PK can make arrangements to pay such a deficiency dividend within ninety (90) days after the determination, notwithstanding anything to the contrary in this Agreement, HLT agrees to keep PK informed of any Audit of Pre-Distribution Income Tax Returns that could result in an increase in the earnings and profits allocated to PK, and HLT agrees to notify PK of a determination with respect to such Audit within five (5) Business Days after such determination.
