Common use of Distributing Clause in Contracts

Distributing. and SpinCo shall not, and shall not permit any member of the Distributing Group or the SpinCo Group, respectively, to, file or allow to be filed any request for an Adjustment for any Pre-Distribution Period if such Adjustment would reasonably be expected to reduce any Tax Attribute of, or result in an adverse Tax consequence to, any member of the other Party’s Group, without the prior written consent of such other Party (such consent not to be unreasonably withheld, conditioned, or delayed). At SpinCo’s request and at SpinCo’s cost and expense, unless the filing of such amended Tax Return would reduce any Distributing Tax Attribute or would reasonably be expected to result in an adverse Tax consequence to any member of the Distributing Group, Distributing shall file, or cause to be filed, amended Tax Returns for any Pre-Distribution Periods (which Tax Returns shall be prepared in a manner consistent with Section 3.4). At Distributing’s request, and at Distributing’s cost and expense, unless the filing of such amended Tax Return would reduce any SpinCo Tax Attribute or would reasonably be expected to result in an adverse Tax consequence to any member of the SpinCo Group, SpinCo shall file, or cause to be filed amended Tax Returns for any Pre-Distribution Periods (which Tax Returns shall be prepared in a manner consistent with Section 3.5).