Common use of Tax Attributes Clause in Contracts

Tax Attributes. Cummins shall in good faith advise Filtration in writing of the amount, if any, of any Tax Attributes, which Cummins determines, in its good faith discretion, shall be allocated or apportioned to the Filtration Group in accordance with Past Practice unless otherwise required under applicable Law. Filtration and all members of the Filtration Group shall prepare all Tax Returns in accordance with such written notice. Filtration agrees that it shall not dispute Cummins’ allocation or apportionment of Tax Attributes. For the avoidance of doubt, Cummins shall not be required to create or cause to be created any books and records or reports or other documents based thereon (including, without limitation, “earnings & profits studies,” “basis studies” or similar determinations) that it does not maintain or prepare in the ordinary course of business in order to comply with this Section 3.8. The allocations made under this Section 3.8 shall be revised by Cummins, in its discretion, to reflect each subsequent Final Determination or change in Law that affects such allocations or the amounts of Tax Attributes available for allocation. Notwithstanding any provision of this Agreement to the contrary, for the avoidance of doubt, the Parties agree that Cummins is not warranting or guaranteeing the amount of any such Tax Attributes and Cummins shall not be liable to any member of the Filtration Group for any failure of any determination under this Section 3.8 to be accurate under applicable Law.

Tax Attributes. Cummins In connection with a Deconsolidation, Parent shall in good faith advise Filtration Centuri in writing of the amount, amount (if any, ) of any Tax Attributes, Attributes which Cummins Parent determines, in its good faith sole discretion, shall be allocated or apportioned to the Filtration Centuri Group for Tax purposes in accordance with Past Practice unless otherwise required and applicable Tax Law, including the regulations under applicable LawSection 1502 of the Code. Filtration Centuri and all members of the Filtration Centuri Group shall prepare all Tax Returns in accordance with such written notice. Filtration Xxxxxxx agrees that it shall not dispute Cummins’ allocation or apportionment Xxxxxx’s determination of Tax Attributes. For the avoidance of doubt, Cummins Parent shall not be required in order to comply with this Section 3.10 to create or cause to be created any books and records or reports or other documents based thereon (including, without limitation, any “earnings & profits E&P studies,” “basis studies” or similar determinations) that it does not maintain or prepare in the ordinary course of business in order to comply with this Section 3.8business. The allocations made under this Section 3.8 3.10 shall be revised by CumminsParent, in its sole discretion, to reflect each subsequent Final Determination or change in Law that affects such allocations or the amounts of Tax Attributes available for allocation. Notwithstanding any provision of this Agreement to the contrary, for the avoidance of doubt, the Parties agree that Cummins Parent is not warranting or guaranteeing the amount of any such Tax Attributes and Cummins Parent shall not be liable to any Centuri Group member of the Filtration Group for any failure of any determination under this Section 3.8 3.10 to be accurate under applicable Tax Law.

Tax Attributes. Cummins In connection with a Deconsolidation, Parent shall in good faith advise Filtration Centuri in writing of the amount, amount (if any, ) of any Tax Attributes, Attributes which Cummins Parent determines, in its good faith sole discretion, shall be allocated or apportioned to the Filtration Centuri Group for Tax purposes in accordance with Past Practice unless otherwise required and applicable Tax Law, including the regulations under applicable LawSection 1502 of the Code. Filtration Centuri and all members of the Filtration Centuri Group shall prepare all Tax Returns in accordance with such written notice. Filtration Centuri agrees that it shall not dispute Cummins’ allocation or apportionment Xxxxxx’s determination of Tax Attributes. For the avoidance of doubt, Cummins Parent shall not be required in order to comply with this Section 3.10 to create or cause to be created any books and records or reports or other documents based thereon (including, without limitation, any “earnings & profits E&P studies,” “basis studies” or similar determinations) that it does not maintain or prepare in the ordinary course of business in order to comply with this Section 3.8business. The allocations made under this Section 3.8 3.10 shall be revised by CumminsParent, in its sole discretion, to reflect each subsequent Final Determination or change in Law that affects such allocations or the amounts of Tax Attributes available for allocation. Notwithstanding any provision of this Agreement to the contrary, for the avoidance of doubt, the Parties agree that Cummins Parent is not warranting or guaranteeing the amount of any such Tax Attributes and Cummins Parent shall not be liable to any Centuri Group member of the Filtration Group for any failure of any determination under this Section 3.8 3.10 to be accurate under applicable Tax Law.

Tax Attributes. Cummins In connection with a Deconsolidation, Parent shall in good faith advise Filtration Centuri in writing of the amount, amount (if any, ) of any Tax Attributes, Attributes which Cummins Parent determines, in its good faith sole discretion, shall be allocated or apportioned to the Filtration Centuri Group for Tax purposes in accordance with Past Practice unless otherwise required and applicable Tax Law, including the regulations under applicable LawSection 1502 of the Code. Filtration Centuri and all members of the Filtration Centuri Group shall prepare all Tax Returns in accordance with such written notice. Filtration Xxxxxxx agrees that it shall not dispute Cummins’ allocation or apportionment Xxxxxx’s determination of Tax Attributes. For the avoidance of doubt, Cummins Parent shall not be required in order to comply with this Section 3.10 to create or cause to be created any books and records or reports or other documents based thereon (including, without limitation, any “earnings & profits E&P studies,” “basis studies” or similar determinations) that it does not maintain or prepare in the ordinary course of business in order to comply with this Section 3.8business. The allocations made under this Section 3.8 3.10 shall be revised by CumminsParent, in its sole discretion, to reflect each subsequent Final Determination or change in Law that affects such allocations or the amounts of Tax Attributes available for allocation. Notwithstanding any provision of this Agreement to the contrary, for the avoidance of doubt, the Parties agree that Cummins Parent is not warranting or guaranteeing the amount of any such Tax Attributes and Cummins Parent shall not be liable to any Centuri Group member of the Filtration Group for any failure of any determination under this Section 3.8 3.10 to be accurate under applicable Tax Law.. ARTICLE 4