Common use of Amended Returns and Carrybacks Clause in Contracts

Amended Returns and Carrybacks. (a) SpinCo shall not, and shall not permit any member of the SpinCo Group to, file or allow to be filed any request for an Adjustment or any amended Tax Return for any Pre-Distribution Period without the prior written consent of Parent, such consent to be exercised in Parent’s sole and absolute discretion; provided, that, if requested by Parent in its sole and absolute discretion, SpinCo shall file, or cause to be filed, a request for an Adjustment or an amended Tax Return, and shall, to the extent permitted by applicable Law, amend any financial account or statement to the extent necessary to effectuate such Adjustment or amended Tax Return, to claim a Refund to which Parent is entitled pursuant to this Agreement. (b) SpinCo shall, and shall cause each member of the SpinCo Group to, make any available elections to waive the right to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period. (c) SpinCo shall not, and shall cause each member of the SpinCo Group not to, without the prior written consent of Parent, make any affirmative election to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period, including by filing a claim for a refund or making any other filing with any Taxing Authority with respect to such carryback, such consent to be exercised in Parent’s sole and absolute discretion. (d) Receipt of consent by SpinCo or a member of the SpinCo Group from Parent pursuant to the provisions of this Section 3.8 shall not limit or modify SpinCo’s continuing indemnification obligation pursuant to Article V.

Amended Returns and Carrybacks. (a) SpinCo shall not, and shall not permit any member of the SpinCo Group to, file or allow to be filed any request for an Adjustment or any amended Tax Return for any Pre-Distribution Period without the prior written consent of ParentHolcim, such consent to be exercised in ParentHolcim’s sole and absolute discretion; provided, thatto the extent that any such request for Adjustment (i) directly relates to matters for which Holcim may have an indemnification obligation to SpinCo, if requested by Parent or that may give rise to a refund to which ▇▇▇▇▇▇ would be entitled under this Agreement or (ii) would reasonably be expected to materially affect the Tax position of Holcim. (b) Holcim shall not, and shall not permit any member of the Holcim Group to, file or allow to be filed any request for an Adjustment for any Pre-Distribution Period without the prior written consent of SpinCo, such consent to be exercised in its SpinCo’s sole and absolute discretion, SpinCo shall file, or cause to be filed, a request for an Adjustment or an amended Tax Return, and shall, to the extent permitted by applicable Lawthat any such request for Adjustment (i) directly relates to matters for which the SpinCo may have an indemnification obligation to Holcim, amend any financial account or statement that may give rise to the extent necessary to effectuate such Adjustment or amended Tax Return, to claim a Refund refund to which Parent is SpinCo would be entitled pursuant under this Agreement or (ii) would reasonably be expected to this Agreementmaterially affect the Tax position of SpinCo. (bc) SpinCo shall, and shall cause each member of the SpinCo Group to, make any available elections to waive the right to carry back any Tax Attribute from a Post-Distribution Post‑Distribution Period to a Pre-Distribution Period. (cd) SpinCo shall not, and shall cause each member of the SpinCo Group not to, without the prior written consent of Parent▇▇▇▇▇▇, make any affirmative election to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period, including by filing a claim for a refund or making any other filing with any Taxing Authority with respect to such carryback, such consent to be exercised in ParentHolcim’s sole and absolute discretion. (de) Receipt of consent by SpinCo or a member of the SpinCo Group from Parent Holcim pursuant to the provisions of this Section 3.8 shall not limit or modify SpinCo’s continuing indemnification obligation pursuant to Article V.

Amended Returns and Carrybacks. (a) SpinCo Fortrea shall not, and shall not permit any member of the SpinCo Fortrea Group to, file or allow to be filed any request for an Adjustment or any amended Tax Return for any Pre-Distribution Period without the prior written consent of ParentLabcorp, such consent to be exercised in ParentLabcorp’s sole and absolute discretion; provided, that, if requested by Parent Labcorp in its sole and absolute discretion, SpinCo Fortrea shall file, or cause to be filed, a request for an Adjustment or an amended Tax Return, Return and shall, to the extent permitted by applicable Law, amend any financial account or statement to the extent necessary to effectuate such Adjustment or amended Tax Return, Return in order to claim a Refund to which Parent Labcorp is entitled pursuant to this Agreement. (b) SpinCo Fortrea shall, and shall cause each member of the SpinCo Fortrea Group to, make any available elections to waive the right to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period. (c) SpinCo Fortrea shall not, and shall cause each member of the SpinCo Fortrea Group not to, without the prior written consent of ParentLabcorp, make any affirmative election to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period, including by filing a claim for a refund or making any other filing with any Taxing Authority with respect to such carryback, such consent to be exercised in ParentLabcorp’s sole and absolute discretion. (d) Receipt of consent by SpinCo Fortrea or a another member of the SpinCo Fortrea Group from Parent Labcorp pursuant to the provisions of this Section 3.8 3.09 shall not limit or modify SpinCoFortrea’s continuing indemnification obligation obligations pursuant to Article ARTICLE V.

Amended Returns and Carrybacks. (a) SpinCo Parent and Spinco shall not, and shall not permit any member of the SpinCo Spinco Group to, file or allow to be filed any request for an Adjustment or any amended Tax Return for any Pre-Distribution Period without the prior written consent of ParentRemainco, such consent not to be exercised in Parent’s sole and absolute discretion; providedunreasonably withheld, that, if requested by Parent in its sole and absolute discretion, SpinCo shall file, conditioned or cause to be filed, a request for an Adjustment or an amended Tax Return, and shall, to the extent permitted by applicable Law, amend any financial account or statement to the extent necessary to effectuate such Adjustment or amended Tax Return, to claim a Refund to which Parent is entitled pursuant to this Agreementdelayed. (b) SpinCo Except as required by applicable Law, Remainco shall not, and shall not permit any member of the Remainco Group to, file or allow to be filed any amended Tax Return or request for an Adjustment for any Pre-Distribution Period or Straddle Period if the result would be to materially increase any liability of Spinco or any member of the Spinco Group either (i) under this Agreement or (ii) for a Post-Distribution Period, in each case without the prior written consent of Spinco, such consent not to be unreasonably withheld, conditioned or delayed. (c) Except as prohibited by applicable Law, Parent and Spinco shall, and shall cause each member of the SpinCo Spinco Group to, make any available elections to waive the right to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period. (cd) SpinCo Parent and Spinco shall not, and shall cause each member of the SpinCo Spinco Group not to, without the prior written consent of ParentRemainco, make any affirmative election to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period, including by filing a claim for a refund or making any other filing with any Taxing Authority with respect to such carryback, such consent to be exercised in ParentRemainco’s sole and absolute discretion. (de) Receipt of consent by SpinCo ▇▇▇▇▇▇, Spinco, or a member of the SpinCo Spinco Group from Parent Remainco pursuant to the provisions of this Section 3.8 shall not limit or modify SpinCoParent’s or Spinco’s continuing indemnification obligation pursuant to Article V.

Amended Returns and Carrybacks. (a) SpinCo shall not, and shall not permit any member of the SpinCo Group to, file or allow to be filed any request for an Adjustment or any amended Tax Return for any Pre-Distribution Period without the prior written consent of Parent, such consent to be exercised in Parent’s sole and absolute discretion; provided, provided that, if requested by Parent in its sole and absolute discretion, SpinCo shall file, or cause to be filed, a request for an Adjustment or an amended Tax Return, and shall, to the extent permitted by applicable Law, amend any financial account or statement to the extent necessary to effectuate such Adjustment or amended Tax Return, to claim a Refund to which Parent is entitled pursuant to this Agreement. Parent shall be entitled to determine whether to file or allow to be filed any request for an Adjustment or any amended Joint Return. (b) SpinCo shall, and shall cause each member of the SpinCo Group to, make any available elections to waive the right to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period. (c) SpinCo shall not, and shall cause each member of the SpinCo Group not to, without the prior written consent of Parent, make any affirmative election to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period, including by filing a claim for a refund or making any other filing with any Taxing Authority with respect to such carryback, such consent to be exercised in Parent’s sole and absolute discretion. To the extent requested in writing by ▇▇▇▇▇▇, in Parent’s sole and absolute discretion, SpinCo shall, and shall cause each member of the SpinCo Group to, make any available requested elections to waive the right to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period. (dc) Receipt of consent by SpinCo or a member of the SpinCo Group from Parent pursuant to the provisions of this Section 3.8 shall not limit or modify SpinCo’s continuing indemnification obligation pursuant to Article V.

Amended Returns and Carrybacks. (a) SpinCo Except as expressly provided in Section 3.3 to reflect the resolution of any dispute, (i) Newco shall not, and shall not permit any member of the SpinCo Newco Group to, file or allow to be filed any request for an Adjustment or any amended Tax Return for any Pre-Distribution Period or Straddle Period without the prior written consent of ParentFox, such consent not to be exercised in Parent’s sole unreasonably withheld, delayed or conditioned, and absolute discretion; provided(ii) Fox shall not, thatand shall not permit any member of the Fox Group to, if requested by Parent in its sole and absolute discretion, SpinCo shall file, file or cause allow to be filed, a filed any request for an Adjustment for any Pre-Distribution Period or an amended Tax ReturnStraddle Period if the result would be to increase any liability of Newco or any member of the Newco Group either (A) under this Agreement or (B) for a Post-Distribution Period, and shallin each case without the prior written consent of Newco, such consent not to the extent permitted by applicable Lawbe unreasonably withheld, amend any financial account delayed or statement to the extent necessary to effectuate such Adjustment or amended Tax Return, to claim a Refund to which Parent is entitled pursuant to this Agreementconditioned. (b) SpinCo The carryback of any loss, credit or other Tax Attribute from any Post-Distribution Period shall be in accordance with the provisions of the Code and Treasury Regulations (and applicable state, local or foreign Laws). Except to the extent otherwise consented to by Fox or prohibited by applicable Law, Newco shall, and shall cause each member of the SpinCo Newco Group to, make any available elections to waive the right to carry back any Tax Attribute from a Post-taxable period or portion thereof ending after the Distribution Period Date to a Pre-taxable period or portion thereof ending on or before the Distribution PeriodDate. In the event that Newco (or the appropriate member of the Newco Group) is prohibited by applicable Law to relinquish, waive or otherwise forgo such a carryback (or Fox consents to such a carryback), Fox will cooperate with Newco at Newco’s expense in seeking (and, to the extent necessary, attempting to obtain the consent of ▇▇▇▇▇▇▇ under Section 3.8 of the ▇▇▇▇▇▇▇ TMA) from the appropriate Taxing Authority such Refund as reasonably would result from such carryback, to the extent that such Refund is directly attributable to such carryback and allocable to Newco pursuant to Section 2.6, and shall pay over to Newco the amount of such Refund (net of any Taxes imposed by any Taxing Authority on, related to, or attributable to, the receipt of or accrual of such Refund, including any Taxes imposed by way of withholding or offset) within ten (10) days after such Refund is received. (c) SpinCo Newco shall not, and shall cause each member of the SpinCo Newco Group not to, without the prior written consent of ParentFox, make any affirmative election to carry back any Tax Attribute from a Post-taxable period or portion thereof ending after the Distribution Period Date to a Pre-taxable period or portion thereof ending on or before the Distribution Period, including by filing a claim for a refund or making any other filing with any Taxing Authority with respect to such carrybackDate, such consent not to be exercised in Parent’s sole and absolute discretionunreasonably withheld, delayed or conditioned. (d) Receipt of consent by SpinCo Newco or a member of the SpinCo Newco Group from Parent Fox pursuant to the provisions of this Section 3.8 3.7 shall not limit or modify SpinCoNewco’s continuing indemnification obligation pursuant to Article V.

Amended Returns and Carrybacks. (a) SpinCo Parent and Spinco shall not, and shall not permit any member of the SpinCo Spinco Group to, file or allow to be filed any request for an Adjustment or any amended Tax Return for any Pre-Distribution Period without the prior written consent of ParentRemainco, such consent not to be exercised in Parent’s sole and absolute discretion; providedunreasonably withheld, that, if requested by Parent in its sole and absolute discretion, SpinCo shall file, conditioned or cause to be filed, a request for an Adjustment or an amended Tax Return, and shall, to the extent permitted by applicable Law, amend any financial account or statement to the extent necessary to effectuate such Adjustment or amended Tax Return, to claim a Refund to which Parent is entitled pursuant to this Agreementdelayed. (b) SpinCo Except as required by applicable Law, Remainco shall not, and shall not permit any member of the Remainco Group to, file or allow to be filed any amended Tax Return or request for an Adjustment for any Pre-Distribution Period or Straddle Period if the result would be to materially increase any liability of Spinco or any member of the Spinco Group (other than any such increase to the extent attributable to an adjustment to a Tax Attribute) either (i) under this Agreement or (ii) for a Post-Distribution Period, in each case without the prior written consent of Spinco, such consent not to be unreasonably withheld, conditioned or delayed. (c) Except as prohibited by applicable Law, Parent and Spinco shall, and shall cause each member of the SpinCo Spinco Group to, make any available elections to waive the right to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period. (cd) SpinCo Parent and Spinco shall not, and shall cause each member of the SpinCo Spinco Group not to, without the prior written consent of ParentRemainco, make any affirmative election to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period, including by filing a claim for a refund or making any other filing with any Taxing Authority with respect to such carryback, such consent to be exercised in ParentRemainco’s sole and absolute discretion. (de) Receipt of consent by SpinCo ▇▇▇▇▇▇, Spinco, or a member of the SpinCo Spinco Group from Parent Remainco pursuant to the provisions of this Section 3.8 shall not limit or modify SpinCoParent’s or Spinco’s continuing indemnification obligation pursuant to Article V.