Common use of Allocation of Tax Liabilities Clause in Contracts

Allocation of Tax Liabilities. (a) Except as otherwise provided in this Agreement, Holcim shall be responsible for and shall pay or cause to be paid the following Taxes: (i) any and all Taxes due attributable to the Holcim Business for any taxable year prior to the taxable year that includes the Distribution Date, whether reported on or required to be reported on any Holcim Separate Return, SpinCo Separate Return or Joint Return (including any increase in such Tax as a result of a Final Determination), (ii) any and all Taxes due with respect to or required to be reported on any Holcim Separate Return for the taxable year that includes the Distribution Date, (iii) except as provided in Section 2.1(b)(iii), any and all Taxes that are due with respect to or required to be reported on any Joint Return for the taxable year that includes the Distribution Date, (iv) 50% of all Unanticipated Separation Taxes; and (v) any Taxes identified on Schedule 2.1(a)(v). (b) Except as otherwise provided in this Agreement, SpinCo shall be responsible for and shall pay or cause to be paid the following Taxes: (i) any and all Taxes due attributable to the SpinCo Business for any taxable year prior to the taxable year that includes the Distribution Date, whether reported on or required to be reported on any Holcim Separate Return, SpinCo Separate Return or Joint Return (including any increase in such Tax as a result of a Final Determination), (ii) any and all Taxes due with respect to or required to be reported on any SpinCo Separate Return for the taxable year that includes the Distribution Date, (iii) any and all Taxes with respect to the SpinCo Business and that are due with respect to or required to be reported on any Joint Return for the taxable year that includes the Distribution Date, (iv) 50% of all Unanticipated Separation Taxes; and (v) any Taxes identified on Schedule 2.1(b)(v), including Swiss VAT with respect to the Transactions.