Common use of Section 245A Election Clause in Contracts

Section 245A Election. With respect to any member of the SpinCo Pre-Transaction Group that is an Applicable SpinCo CFC that is eligible for the following election, Parent shall make or cause to be made the election under Treasury Regulations Section 1.245A-5(e)(3)(i) (or any successor provision of Tax Law that allows a closing of the books election) to close such entity’s Tax year for Federal Income Tax purposes as of the date on which an extraordinary reduction (within the meaning of Treasury Regulations Section 1.245A-5(e)(2)(i)) occurs in connection with the Transactions (or any successor guidance) with respect to such Applicable SpinCo CFC (the “Extraordinary Reduction Date”). Parent and SpinCo shall (and shall cause their respective Affiliates to) reasonably cooperate to effect any such election. The Parties agree to allocate all Tax Items for Federal Income Tax purposes for the Tax year that includes the Extraordinary Reduction Date with respect to each such Applicable SpinCo CFC with respect to which such an election is made to any periods ending on or prior to the Extraordinary Reduction Date based on a closing of the books method under Treasury Regulations Section 1.1502-76, to the extent permitted by Treasury Regulations Section 1.245A-5(e)(3)(i) (or any successor guidance). Parent and SpinCo shall (and shall cause their respective Affiliates to) reasonably cooperate in the allocation of Foreign Taxes pursuant to Treasury Regulations Section 1.245A-5(e)(3)(i)(B) (or any successor guidance).

Section 245A Election. With respect to any member of the SpinCo Pre-Transaction Group that is an Applicable SpinCo CFC that is eligible for the following election, Parent shall make or cause to be made the election under Treasury Regulations Section 1.245A-5(e)(3)(i) (or any successor provision of Tax Law that allows a closing of the books election) to close such entity’s Tax year for Federal Income Tax purposes as of the date on which an extraordinary reduction (within the meaning of Treasury Regulations Section 1.245A-5(e)(2)(i)) occurs in connection with the Transactions (or any successor guidance) with respect to such Applicable SpinCo CFC (the “Extraordinary Reduction Date”). Parent and SpinCo shall (and shall cause their respective Affiliates to) reasonably cooperate to effect any such election. The Parties agree to allocate all Tax Items for Federal Income Tax purposes for the Tax year that includes the Extraordinary Reduction Date with respect to each such Applicable SpinCo CFC with respect to which such an election is made to any periods ending on or prior to the Extraordinary Reduction Date based on a closing of the books method under Treasury Regulations Section 1.1502-76, to the extent permitted by Treasury Regulations Section 1.245A-5(e)(3)(i1.245A‑5(e)(3)(i) (or any successor guidance). Parent and SpinCo shall (and shall cause their respective Affiliates to) reasonably cooperate in the allocation of Foreign Taxes pursuant to Treasury Regulations Section 1.245A-5(e)(3)(i)(B) (or any successor guidance).