Common use of Payments and Tax Refunds Clause in Contracts

Payments and Tax Refunds. Section 2.1 Allocation of Tax Liabilities 9 Section 2.2 Determination of Taxes Attributable to the WKKC Business 10 Section 2.3 Employment Taxes 10 Section 2.4 Transaction Taxes 10 Section 2.5 Delayed WKKC Assets; Delayed WKKC Liabilities; Delayed Kellanova Assets; Delayed Kellanova Liabilities 10 Section 2.6 Tax Refunds 10 Section 2.7 Tax Benefits 11 Section 2.8 Prior Agreements 11 ARTICLE III PREPARATION AND FILING OF TAX RETURNS Section 3.1 Kellanova’s Responsibility 11 Section 3.2 WKKC’s Responsibility 11 Section 3.3 Right To Review Tax Returns 11 Section 3.4 Cooperation 11 Section 3.5 Tax Reporting Practices 12 Section 3.6 Reporting of the Transactions 12 Section 3.7 Protective Section 336(e) Election 12 Section 3.8 Payment of Taxes 13 Section 3.9 Amended Returns and Carrybacks 13 Section 3.10 Tax Attributes 14 ARTICLE IV TAX-FREE STATUS OF THE TRANSACTIONS Section 4.1 Representations and Warranties 14 Section 4.2 Certain Restrictions Relating to the Tax-Free Status of the Transactions 15 ARTICLE V INDEMNITY OBLIGATIONS Section 5.1 Indemnity Obligations 17 Section 5.2 Indemnification Payments 18 Section 5.3 Payment Mechanics 18 Section 5.4 Treatment of Payments 18 ARTICLE VI TAX CONTESTS

Payments and Tax Refunds. Section 2.1 Allocation of Tax Liabilities 9 Section 2.2 Determination of Taxes Attributable to the WKKC Business 10 9 Section 2.3 Employment Taxes 10 Section 2.4 Transaction Taxes 10 Section 2.5 Delayed WKKC Assets; Delayed WKKC Liabilities; Delayed Kellanova Assets; Delayed Kellanova Liabilities 10 Section 2.6 Tax Refunds 10 Section 2.7 Tax Benefits 11 Section 2.8 Prior Agreements 11 ARTICLE III PREPARATION AND FILING OF TAX RETURNS Section 3.1 Kellanova’s Responsibility 11 Section 3.2 WKKC’s Responsibility 11 Section 3.3 Right To Review Tax Returns 11 Section 3.4 Cooperation 11 Section 3.5 Tax Reporting Practices 12 Section 3.6 Reporting of the Transactions 12 Section 3.7 Protective Section 336(e) Election 12 Section 3.8 Payment of Taxes 13 Section 3.9 Amended Returns and Carrybacks 13 Section 3.10 Tax Attributes 14 ARTICLE IV TAX-FREE STATUS OF THE TRANSACTIONS Section 4.1 Representations and Warranties 14 Section 4.2 Certain Restrictions Relating to the Tax-Free Status of the Transactions 15 ARTICLE V INDEMNITY OBLIGATIONS Section 5.1 Indemnity Obligations 17 Section 5.2 Indemnification Payments 18 17 Section 5.3 Payment Mechanics 18 Section 5.4 Treatment of Payments 18 ARTICLE VI TAX CONTESTS

Payments and Tax Refunds. Section 2.1 Allocation of Tax Liabilities 9 Section 2.2 Determination of Taxes Attributable to the WKKC Business 10 9 Section 2.3 Employment Taxes 10 Section 2.4 Transaction Taxes 10 Section 2.5 Delayed WKKC Assets; Delayed WKKC Liabilities; Delayed Kellanova Assets; Delayed Kellanova Liabilities 10 Section 2.6 Tax Refunds 10 Section 2.7 Tax Benefits 11 Section 2.8 Prior Agreements 11 ARTICLE III PREPARATION AND FILING OF TAX RETURNS Section 3.1 Kellanova’s Responsibility 11 Section 3.2 WKKC’s Responsibility 11 Section 3.3 Right To Review Tax Returns 11 Section 3.4 Cooperation 11 Section 3.5 Tax Reporting Practices 12 Section 3.6 Reporting of the Transactions 12 Section 3.7 Protective Section 336(e) Election 12 Section 3.8 Payment of Taxes 13 Section 3.9 Amended Returns and Carrybacks 13 Section 3.10 Tax Attributes 14 ARTICLE IV TAX-FREE STATUS OF THE TRANSACTIONS Section 4.1 Representations and Warranties 14 Section 4.2 Certain Restrictions Relating to the Tax-Free Status of the Transactions 15 ARTICLE V INDEMNITY OBLIGATIONS Section 5.1 Indemnity Obligations 17 Section 5.2 Indemnification Payments 18 17 Confidential Treatment Requested by WK Xxxxxxx Co Pursuant to 17 C.F.R. Section 200.83 Section 5.3 Payment Mechanics 18 Section 5.4 Treatment of Payments 18 ARTICLE VI TAX CONTESTS