TaxMattersArrangements税金协议

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2023年12月25日发(作者：)

Tax Matters Arrangements税金协议 -

Section 2.01 Preparation of Tax Returns.

(a) UNITED STATES FEDERAL INCOME TAX RETURNS.

AAA shall prepare and timely file or cause to be prepared and timely

filed all U.S. federal Income Tax Returns (including amendments

thereto) which include a member of the AAA Tax Group and are

required to be filed for any Pre-Distribution Taxable Period or

Straddle Period. BBB hereby irrevocably designates, and agrees to

cause each of its affiliates to so designate, AAA as its agent to take

any and all actions necessary or incidental to the preparation and

filing of such U.S. federal Income Tax Returns.

(b) UNITED STATES STATE AND LOCAL INCOME TAX

RETURNS. (i) AAA shall prepare and timely file or cause to be

prepared and timely filed all U.S. state and local Income Tax Returns

(including amendments thereto) which (A) are required to be filed

for any Pre-Distribution Taxable Period and include a member of the

AAA Tax Group or a member of the BBB Tax Group or (B) are

required to be filed for any Straddle Period and (I) relate to a

member or members of the AAA Tax Group or their respective

businesses, assets or activities, (II) relate to members of both the

AAA Tax Group and the BBB Tax Group or their respective

businesses, assets or activities but include any member of the BBB

Tax Group only for the period of time up to and including the

Distribution Date or (III) relate to a member of the BBB Tax Group

for a period in which such member conducts or has conducted both

an BBB business and a non-BBB business. BBB hereby irrevocably

designates, and agrees to cause each of its affiliates to so designate,

AAA as its agent to take any and all actions necessary or incidental

to the preparation and filing of such U.S. state and local Income Tax

Returns. (ii) BBB shall prepare and timely file or cause to be

prepared and timely filed all U.S. state and local Income Tax Returns

(including amendments thereto) which are required to be filed for

any Straddle Period, relate to a member or members of the BBB Tax

Group or their respective businesses, assets or activities and are not

the responsibility of AAA.

(c) FOREIGN INCOME TAX RETURNS. (i) BBB shall prepare

and timely file or cause to be prepared and timely filed all Foreign

Income Tax Returns which are required to be filed for any Straddle

Period and relate to a member or members of the BBB Tax Group.

AAA hereby irrevocably designates, and agrees to cause each of its

affiliates to so designate, BBB as its agent to take any and all actions

necessary or incidental to the preparation and filing of such Foreign

Income Tax Returns. (ii) AAA shall prepare and timely file or cause

to be prepared and timely filed all Foreign Income Tax Returns

(including amendments thereto) which (A) are required to be filed

for any Pre-Distribution Taxable Period and include a member of the

AAA Tax Group or the BBB Tax Group or (B) are required to be

filed for any Straddle Period, include a member of the AAA Tax

Group and are not the responsibility of BBB. BBB hereby

irrevocably designates, and agrees to cause each of its affiliates to so

designate, AAA as its agent to take any and all actions necessary or

incidental to the preparation and filing of such Foreign Income Tax

Returns.

(d) NON-INCOME TAX RETURNS. (i) All Non-Income Tax

Returns (including amendments thereto) for all Pre-Distribution

Taxable Periods and Straddle Periods which relate to a member of

members of the AAA Tax Group or their respective businesses,

assets or activities shall be the responsibility of the AAA Tax Group.

BBB hereby irrevocably designates, and agrees to cause each of its

affiliates to so designate, AAA as its agent to take any and all actions

necessary or incidental to the preparation and filing of such

Non-Income Tax Returns. (ii) All Non-Income Tax Returns

(including amendments thereto) for all Pre-Distribution Taxable

Periods and Straddle Periods which relate to a member or members

of the BBB Tax Group or their respective businesses, assets or

activities and are not the responsibility of the AAA Tax Group shall

be the responsibility of the BBB Tax Group.

(e) POST-DISTRIBUTION TAX RETURNS. All Tax Returns

(including amendments thereto) for all Post-Distribution Taxable

Periods shall be the responsibility of the AAA Tax Group if such Tax

Returns relate to a member or members of the AAA Tax Group or

their respective businesses, assets or activities and shall be the

responsibility of the BBB Tax Group if such Tax Returns relate to a

member or members of the BBB Tax Group or their respective

businesses, assets or activities.

(f) CONSISTENT WITH PAST PRACTICE; REVIEW BY

NON-RESPONSIBLE PARTY. Unless AAA and BBB agree

otherwise in writing, all Tax Returns (including amendments thereto)

described in this Section 2.01 filed after the date of this Agreement

for Pre-Distribution Taxable Periods or Straddle Periods shall, in the

absence of a change in controlling law or circumstances, be prepared

on a basis consistent with the elections, accounting methods,

conventions and principles of taxation used for the most recent

taxable periods for which Tax Returns involving similar matters

have been filed. Upon the request of the party not responsible under

this Section 2.01 for preparation of a particular Tax Return for any

Pre-Distribution Taxable Period or Straddle Period, the responsible

party shall make available a draft of such Tax Return (or relevant

portions thereof) for review and comment by such non-responsible

party. Subject to the provisions of this Agreement, all decisions

relating to the preparation of Tax Returns shall be made in the sole

discretion of the party responsible under this Agreement for such

preparation.

(g) RESPONSIBILITY FOR FILING. Notwithstanding that,

pursuant to this Agreement, AAA or BBB may be responsible for

filing a particular Tax Return, AAA and BBB have agreed that the

actual preparation and filing of certain Tax Returns will be done by

the non-responsible party. Schedule 2.01(g) attached hereto sets

forth a schedule specifying such Tax Returns. AAA and BBB may

agree from time to time to additions to or deletions from Schedule

2.01(g).

Section 2.02 Payment of Taxes.

(a) UNITED STATES FEDERAL INCOME TAXES. Except as

otherwise provided in this Agreement, AAA shall pay or cause to be

paid, on a timely basis, all Taxes due with respect to the U.S. federal

Income Tax liability for (A) all Pre-Distribution Taxable Periods of

all members of the AAA Tax Group and the BBB Tax Group and (B)

the Straddle Period, the Tax Return for which includes members of

the AAA Tax Group.

(b) UNITED STATES STATE AND LOCAL INCOME TAXES.

Except as otherwise provided in this Agreement:

(i) AAA shall pay or cause to be paid, on a timely basis, all Taxes

due with respect to the U.S. state and local Income Tax liability (A)

for all Pre-Distribution Taxable Periods of all members of the AAA

Tax Group and the BBB Tax Group and (B) for all Straddle Periods

which relate to (I) a member or members of the AAA Tax Group or

their respective businesses, assets or activities, (II) members of both

the AAA Tax Group and the BBB Tax Group or their respective

businesses, assets or activities, or (III) a member of the BBB Tax

Group for a period in which such member conducts or has conducted

both an BBB business and a non-BBB business; provided, however,

that BBB, on behalf of the BBB Tax Group, hereby agrees to pay

directly to or at the direction of AAA, at least two days prior to the

date payment (including estimated payment) thereof is due, the

portion of such U.S. state and local Income Taxes which relates to a

member or members of the BBB Tax Group or their respective

businesses, assets or activities for the portion of any Straddle Period

which begins on the day after the Distribution Date, which Taxes for

such portion shall be computed in the manner specified in Section

2.04; and

(ii) BBB shall pay or cause to be paid, on a timely basis, all Taxes

due with respect to the U.S. state and local Income Tax liability for

all Straddle Periods which relate to a member or members of the

BBB Tax Group or their respective businesses, assets or activities

and are not the responsibility of AAA; provided, however, that AAA

hereby agrees to pay directly to or at the direction of BBB, at least

two days prior to the date payment (including estimated payment)

thereof is due, the portion of such U.S. state and local Income Taxes

imposed in connection with the transactions contemplated by the

Transaction Agreements or any other agreement entered into for the

purpose of implementing the Distribution.

(c) FOREIGN INCOME TAXES. Except as otherwise provided in

this Agreement:

(i) BBB shall pay or cause to be paid, on a timely basis, all Foreign

Income Taxes due with respect to the Foreign Income Tax liability of

all members of the BBB Tax Group for all Pre-Distribution Taxable

Periods and all Straddle Periods; provided, however, that AAA

hereby agrees to pay directly to or at the direction of BBB, at least

two day prior to the date payment (including estimated payment)

thereof is due, the portion of such Foreign Income Taxes imposed in

connection with the transactions contemplated by the Transaction

Agreements or any other agreement entered into for the purpose of

implementing the Distribution.

(ii) AAA shall pay or cause to be paid, on a timely basis, all

Foreign Income Taxes due with respect to the Foreign Income Tax

liability of all members of the AAA Tax Group for all

Pre-Distribution Taxable Periods and Straddle Periods.

(d) NON-INCOME TAXES. Except as otherwise provided in this

Agreement:

(i) AAA shall pay or cause to be paid, on a timely basis, all Taxes

due with respect to the Non-Income Tax liability for all

Pre-Distribution Taxable Periods and Straddle Periods which relate

to a member or members of the AAA Tax Group or their respective

businesses, assets or activities;

(ii) BBB shall pay or cause to be paid, on a timely basis, all Taxes

due with respect to the Non-Income Tax liability for all

Pre-Distribution Taxable Periods and Straddle Periods which relate

to a member of the BBB Tax Group for a period in which such

member conducts or has conducted both an BBB business and a

non-BBB business; provided, however, that AAA, on behalf of the

AAA Tax Group, hereby agrees to pay directly to or at the direction

of BBB, at least two days prior to the date payment (including

estimated payment) thereof is due, the portion of such Non-Income

Taxes which (A) relates to a member or members of the AAA Tax

Group or their respective businesses, assets or activities for such

Pre-Distribution Taxable Periods and Straddle Periods or (B) results

from any Distribution Transaction or Intragroup Transaction; and

(iii) BBB shall pay or cause to be paid, on a timely basis, all

Non-Income Taxes for all Pre-Distribution Taxable Periods and

Straddle Periods which relate to the BBB Tax Group’s businesses,

assets or activities and are neither the responsibility of AAA nor

provided for in Section 2.01(d)(ii) above; provided, however, that

AAA hereby agrees to pay directly to or at the direction of BBB, at

least two day prior to the date payment (including estimated

payment) thereof is due, the portion of such Non-Income Taxes

imposed in connection with any Intragroup Transaction or the

transactions contemplated by the Transaction Agreements or any

other agreement entered into for the purpose of implementing the

Distribution.

(e) POST-DISTRIBUTION TAXES. Except as otherwise provided

in this Agreement, all Taxes for all Post-Distribution Taxable Periods

shall be paid or caused to be paid by the party responsible under this

Agreement for filing the Tax Return pursuant to which such Taxes

are due or, if no Tax Return is required to be filed, by the party liable

for such Taxes under applicable law.

(f) CREDIT FOR PRIOR TAX PAYMENTS. To the extent any

member of a Tax Group has made a payment of Taxes (including

estimated Taxes) on or before the Distribution Date, the party liable

for paying such Taxes under this Agreement shall be entitled to treat

the payment as having been paid or caused to be paid by such party,

and such party shall not be required to reimburse the party which

actually paid such Taxes.

(g) RESPONSIBILITY FOR PAYMENT; NOTICE OF

PAYMENT DUE. Notwithstanding that, pursuant to this Agreement,

AAA or BBB may be responsible for paying a particular Tax liability,

AAA and BBB may agree that the actual payment to a Taxing

Authority of certain Tax liabilities will be made by the

non-responsible party. AAA and BBB may agree to prepare a

schedule setting forth such Tax liabilities and may agree from time

to time to additions to or deletions from such schedule. In each case

where AAA or BBB, as the case may be, is required to make a

payment of Taxes to or at the direction of the other party, BBB or

AAA, as the case may be, shall notify the other party as to the

amount of Taxes due from the other party at least five days prior to

the date payment (including estimated payment) is due.

Section 2.03 Tax Refunds and Carrybacks.

(a) RETENTION AND PAYMENT OF TAX REFUNDS. Except

as otherwise provided in this Agreement, AAA shall be entitled to

retain, or to receive within three days after Actually Realized by the

BBB Tax Group, the portion of all refunds or credits of Taxes for

which the AAA Tax Group is liable pursuant to Section 2.02 or

Section 3.01(a) or which the AAA Tax Group is treated as having

paid or caused to be paid pursuant to Section 2.02(f), including,

without limitation, all refunds or credits of Taxes resulting from the

Pending Coltec Litigation. BBB shall be entitled to retain, or to

receive within three days after Actually Realized by the AAA Tax

Group, the portion of all refunds or credits of Taxes for which the

BBB Tax Group is liable pursuant to Section 2.02 or Section 3.01(b)

(including all Non-Income Taxes for which BBB would have been

liable pursuant to Section 2.02(d) had such Non-Income Taxes been

due and not paid) or which the BBB Tax Group is treated as having

paid or caused to be paid pursuant to Section 2.02(f). The amount of

any refund or credit of Taxes which AAA or BBB is entitled to retain

or receive pursuant to this Section 2.03(a) shall be reduced to take

account of any Taxes incurred by the BBB Tax Group, in the case of

a refund or credit to which AAA is entitled, or the AAA Tax Group,

in the case of a refund or credit to which BBB is entitled, upon the

receipt of such refund or credit.

(b) CARRYBACKS. BBB shall be entitled, where permitted by

law, to (i) elect to carry back to a Pre-Distribution Taxable Period or

Periods any net operating loss, net capital loss, charitable

contribution or other Tax item attributable to the BBB Tax Group

arising after the Distribution Date or (ii) elect to carry forward any

such Tax item. Except as otherwise provided in this Agreement,

notwithstanding the provisions of Section 2.03(a), any refund or

credit of Taxes resulting from the carryback to a Tax Indemnification

Period of any Tax item attributable to the AAA Tax Group or the

BBB Tax Group arising in a Post-Tax Indemnification Period shall

be for the account and benefit of the AAA Tax Group; provided,

however, that (i) if the AAA Tax Group Actually Realizes a Tax

benefit that would not have been realized but for the carryback of an

BBB Tax item (whether for the carryback year or any other year),

AAA shall pay to BBB, within ten days after such Tax benefit has

been Actually Realized, an amount equal to 50% of such Tax benefit

and (ii) if a Tax audit or amendment of a Tax Return results in an

increase or decrease in the amount of any Tax benefit Actually

Realized by the AAA Tax Group on account of the carryback of an

BBB Tax item, AAA or BBB, as the case may be, shall pay to the

other party, within ten days after such an increase has been Actually

Realized, or within ten days after AAA has notified BBB that such a

decrease has been Actually Realized, an amount equal to 50% of

such increase or decrease, as the case may be.

(c) REFUND CLAIMS. AAA shall be permitted to file at AAA’s

sole expense, and BBB shall reasonably cooperate with AAA in

connection with, any claims for refund of Taxes to which AAA is or

would be entitled pursuant to this Section 2.03 or any other

provision of this Agreement, including those described on Schedule

2.03(c). AAA shall reimburse BBB for any reasonable out-of-pocket

costs and expenses incurred by any member of the BBB Tax Group

in connection with such cooperation. BBB shall be permitted to file

at BBB’s sole expense, and AAA shall reasonably cooperate with

BBB in connection with, any claims for refunds of Taxes to which

BBB is or would be entitled pursuant to this Section 2.03 or any

other provision of this Agreement. BBB shall reimburse AAA for

any reasonable out-of-pocket costs and expenses incurred by any

member of the AAA Tax Group in connection with such cooperation.

Section 2.04 Allocation of Straddle Period Taxes. In the case of

any Straddle Period:

(a) PERIODIC TAXES. (i) The periodic Taxes of a member of the

AAA Tax Group or the BBB Tax Group or its business, assets or

activities that are not based on income or receipts (e.g., property

Taxes) for the portion of any Straddle Period ending on the

Distribution Date shall be computed based on the ratio of the

number of days in such portion of the Straddle Period and the

number of days in the entire taxable period; and (ii) the periodic

Taxes of a member of the AAA Tax Group or the BBB Tax Group or

its business, assets or activities that are not based on income or

receipts for the portion of any Straddle Period beginning on the day

after the Distribution Date shall be computed based on the ratio of

the number of days in such portion of the Straddle Period and the

number of days in the entire taxable period.

(b) NON-PERIODIC TAXES. (i) The Taxes of a member of the

AAA Tax Group or the BBB Tax Group or its business, assets or

activities (other than Taxes described in Section 2.04(a) above) for

the portion of any Straddle Period ending on the Distribution Date

shall be computed on a closing-of-the-books basis as if such taxable

period ended as of the close of business on the Distribution Date,

and, in the case of any Taxes of a member of the AAA Tax Group or

the BBB Tax Group or its business, assets or activities with respect

to any equity interest in any partnership or other flowthrough entity,

as if the taxable period of such partnership or other flowthrough

entity ended on the Distribution Date; and (ii) the Taxes of a member

of the AAA Tax Group or the BBB Tax Group or its business, assets

or activities (other than Taxes described in Section 2.04(a) above)

for the portion of any Straddle Period beginning after the

Distribution Date shall be computed on a closing-of-the-books basis

as if such taxable period began on the day after the Distribution Date,

and, in the case of any Taxes of a member of the AAA Tax Group or

the BBB Tax Group or its business, assets or activities with respect

to any equity interest in any partnership or other flowthrough entity,

as if the taxable period of such partnership or other flowthrough

entity began as of the day after the Distribution Date.

(c) The Taxes of the AAA Tax Group and the BBB Tax Group with

respect to any Straddle Period for which the Tax Return includes a

member, or the respective business, assets, or activities of a member,

of each of the AAA Tax Group and the BBB Tax Group shall be

allocated between the AAA Tax Group and the BBB Tax Group in a

manner analogous to that set forth in Treasury Regulation Section

1.1552-1(a)(2).

本文标签： 税金协议