Common use of Amended Returns and Carrybacks Clause in Contracts

Amended Returns and Carrybacks. (a) WKKC shall not, and shall not permit any member of the WKKC Group to, file or allow to be filed any request for an Adjustment for any Pre-Distribution Period without the prior written consent of ▇▇▇▇▇▇▇▇▇, such consent to be exercised in Kellanova’s sole and absolute discretion. (b) WKKC shall, and shall cause each member of the WKKC 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) WKKC shall not, and shall cause each member of the WKKC Group not to, without the prior written consent of ▇▇▇▇▇▇▇▇▇, make any affirmative election to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period, such consent to be exercised in Kellanova’s sole and absolute discretion. (d) Receipt of consent by WKKC or a member of the WKKC Group from Kellanova pursuant to the provisions of this Section 3.9 shall not limit or modify WKKC’s continuing indemnification obligation pursuant to Article V.

Appears in 4 contracts

Sources: Tax Matters Agreement (Kellanova), Tax Matters Agreement (WK Kellogg Co), Tax Matters Agreement (WK Kellogg Co)

Amended Returns and Carrybacks. (a) WKKC Ralliant shall not, and shall not permit any member of the WKKC Ralliant Group to, file or allow to be filed any request for an Adjustment for any Pre-Distribution Period without the prior written consent of Fortive, such consent to be exercised in Fortive’s sole discretion. (b) ▇▇▇▇▇▇▇▇▇, such consent to be exercised in Kellanova’s sole and absolute discretion. (b) WKKC shall, and shall cause each member of the WKKC Ralliant Group to, make any available elections to waive the right to carry back any Tax Attribute from Ralliant Carryback arising in a Post-Distribution Period to a Pre-Distribution Period. (c) WKKC ▇▇▇▇▇▇▇▇ shall not, and shall cause each member of the WKKC Ralliant Group not to, without the prior written consent of ▇▇▇▇▇▇▇▇▇Fortive, make any affirmative election to carry back any Tax Attribute from Ralliant Carryback arising in a Post-Distribution Period to a Pre-Distribution Period, such consent to be exercised in KellanovaFortive’s sole and absolute discretion. (d) Receipt of consent by WKKC ▇▇▇▇▇▇▇▇ or a member of the WKKC Ralliant Group from Kellanova Fortive pursuant to the provisions of this Section 3.9 shall not in no way limit or modify WKKCRalliant’s continuing indemnification obligation obligations pursuant to this Agreement (including Article V.V).

Appears in 2 contracts

Sources: Tax Matters Agreement (Ralliant Corp), Tax Matters Agreement (Fortive Corp)

Amended Returns and Carrybacks. (a) WKKC Ralliant shall not, and shall not permit any member of the WKKC Ralliant Group to, file or allow to be filed any request for an Adjustment for any Pre-Distribution Period without the prior written consent of ▇▇▇▇▇▇▇▇▇Fortive, such consent to be exercised in KellanovaFortive’s sole and absolute discretion. (b) WKKC R▇▇▇▇▇▇▇ shall, and shall cause each member of the WKKC Ralliant Group to, make any available elections to waive the right to carry back any Tax Attribute from Ralliant Carryback arising in a Post-Distribution Period to a Pre-Distribution Period. (c) WKKC R▇▇▇▇▇▇▇ shall not, and shall cause each member of the WKKC Ralliant Group not to, without the prior written consent of ▇▇▇▇▇▇▇▇▇Fortive, make any affirmative election to carry back any Tax Attribute from Ralliant Carryback arising in a Post-Distribution Period to a Pre-Distribution Period, such consent to be exercised in KellanovaFortive’s sole and absolute discretion. (d) Receipt of consent by WKKC R▇▇▇▇▇▇▇ or a member of the WKKC Ralliant Group from Kellanova Fortive pursuant to the provisions of this Section 3.9 shall not in no way limit or modify WKKCRalliant’s continuing indemnification obligation obligations pursuant to this Agreement (including Article V.V).

Appears in 1 contract

Sources: Tax Matters Agreement (Ralliant Corp)