Common use of Allocation of Ordinary Taxes Clause in Contracts

Allocation of Ordinary Taxes. (a) Except as otherwise provided in this Section 2.03, Ordinary Taxes shall be allocated as follows: (i) For any Pre-Distribution Period: (A) Ordinary Taxes of any member of the Select Consolidated Group or the Concentra Consolidated Group that are attributable to the Concentra Business shall be allocated to Concentra; and (B) Ordinary Taxes of any member of the Select Consolidated Group or the Concentra Consolidated Group that are attributable to the Select Business shall be allocated to Select. (ii) For any Post-Distribution Period: (A) Ordinary Taxes of any member of the Select Consolidated Group shall be allocated to Select; and (B) Ordinary Taxes of any member of the Concentra Consolidated Group shall be allocated to Concentra. (iii) All determinations of whether Ordinary Taxes are allocable to the Concentra Business or the Select Business for purposes of Section 2.03(a)(i) shall be made in a manner consistent with past practice of the relevant member of the Select Consolidated Group or the Concentra Consolidated Group (including, but not limited to, allocation methodologies set forth in the Second Amended and Restated Tax Sharing Agreement dated as of December 24, 2021 by and between Concentra Group Holdings Parent, LLC, Concentra Group Holdings, LLC and Select (the “Existing Tax Sharing Agreement”)), as reasonably determined by Select; provided, that if Select determines (A) there is no such past practice with respect to the allocation of such Ordinary Taxes (including the Existing Tax Sharing Agreement) or (B) such Ordinary Taxes are not otherwise attributable to the Concentra Business or the Select Business, Select shall, in each case, use such other reasonable allocation method as it determines in good faith. Without prejudice to the foregoing, the allocable portion of the Affiliated Tax Liability of a member of the Select Consolidated Group or the Concentra Consolidated Group that is an Affiliated Subsidiary shall be based on the principles set forth below: (A) For any Affiliated Group that files a federal consolidated Tax return or other Affiliated Return for which net income is the applicable Tax Base, such Affiliated Subsidiary’s allocable portion of the Affiliated Tax Liability (estimated or final) of such Affiliated Group shall be determined by multiplying (i) such Affiliated Subsidiary’s Affiliated Taxable Income Ratio with respect to such Affiliated Group by (ii) the Affiliated Tax Liability (estimated or final) of such Affiliated Group; (B) For any Affiliated Group that files an Affiliated Return for which net income is not the applicable Tax Base, such Affiliated Subsidiary’s allocable portion of the Affiliated Tax Liability (estimated or final) of such Affiliated Group shall be determined by multiplying (i) such Affiliated Subsidiary’s Affiliated Tax Base Ratio with respect to such Affiliated Group by (ii) the Affiliated Tax Liability (estimated or final) of such Affiliated Group; and (C) Notwithstanding anything in this Agreement to the contrary, in determining each Affiliated Subsidiary’s allocable portion of the Affiliated Tax Liability, such Affiliated Subsidiary’s allocable share shall not exceed the amount required to be paid if such Affiliated Subsidiary and its subsidiaries (x) had filed a separate income Tax return for such Affiliated Return Year with the applicable Taxing Authority (taking into account any applicable apportionment or similar rules of any state, local or foreign jurisdiction), or (y) would have paid any such Taxes as standalone companies or as a standalone group. (b) Notwithstanding Section 2.03(a), the following Ordinary Taxes shall be allocated as follows: (i) Ordinary Taxes arising as a result of any action by a member of the Concentra Consolidated Group described in Section 4.08 shall be allocated to Concentra; and (ii) (A) to the extent Ordinary Taxes of Select, Concentra, or any their respective Subsidiaries consist of additional Taxes, interest, penalties or other additions thereto that result from any member of the Select Consolidated Group’s action or omission in breach of Article III (except for an action or omission resulting from any member of the Concentra Consolidated Group’s action or omission in breach of Section 3.03) or Article V, such Ordinary Taxes shall be allocated to Select to such extent and (B) to the extent any such Ordinary Taxes consist of additional Taxes, interest, penalties or other additions thereto that result from any member of the Concentra Consolidated Group’s action or omission in breach of Article III (except for an action or omission resulting from any member of the Select Consolidated Group’s action or omission in breach of Section 3.03) or Article V, such Ordinary Taxes shall be allocated to Concentra to such extent. (c) Notwithstanding anything herein to the contrary, with respect to any income Tax Return not filed as of the date hereof for which Estimated Tax Payments have been made, the amount of Ordinary Taxes subject to indemnification pursuant to Article II (or payment pursuant to Section 3.04(b)) shall be net of the aggregate amount of Estimated Tax Payments allocable to the indemnifying Party under the principles of Section 2.03(a)(iii).

Allocation of Ordinary Taxes. (a) Except as otherwise provided in this Section 2.03, Ordinary Taxes shall be allocated as follows: (i) For any Pre-Distribution Period: (A) Ordinary Taxes of any member of the Select Consolidated J&J Group or the Concentra Consolidated Kenvue Group that are attributable to the Concentra Kenvue Business shall be allocated to ConcentraKenvue; and (B) Ordinary Taxes of any member of the Select Consolidated J&J Group or the Concentra Consolidated Kenvue Group that are attributable to the Select J&J Business shall be allocated to Select.J&J. (ii) For any Post-Distribution Period: (A) Ordinary Taxes of any member of the Select Consolidated J&J Group shall be allocated to SelectJ&J; and (B) Ordinary Taxes of any member of the Concentra Consolidated Kenvue Group shall be allocated to ConcentraKenvue. (iii) All Notwithstanding anything herein to the contrary, all determinations regarding the allocation of Ordinary Taxes shall be made by J&J in its reasonable discretion. The determination of whether Ordinary Taxes are allocable to the Concentra Kenvue Business or the Select J&J Business for purposes of Section 2.03(a)(i) shall be made in a manner consistent with past practice of the relevant member of the Select Consolidated J&J Group or the Concentra Consolidated Group (including, but not limited to, allocation methodologies set forth in the Second Amended and Restated Tax Sharing Agreement dated as of December 24, 2021 by and between Concentra Group Holdings Parent, LLC, Concentra Group Holdings, LLC and Select (the “Existing Tax Sharing Agreement”))Kenvue Group, as reasonably determined by SelectJ&J; provided, that if Select J&J determines (A) there is no such past practice with respect to the allocation of such Ordinary Taxes (including the Existing Tax Sharing Agreement) or (B) such Ordinary Taxes are not otherwise attributable to the Concentra Kenvue Business or the Select J&J Business, Select J&J shall, in each case, use such other reasonable allocation method as it determines in good faith. Without prejudice to the foregoing, the allocable portion of the Affiliated Tax Liability of a member of the Select Consolidated Group or the Concentra Consolidated Group that is an Affiliated Subsidiary shall be based on the principles set forth below: (A) For any Affiliated Group that files a federal consolidated Tax return or other Affiliated Return for which net income is the applicable Tax Base, such Affiliated Subsidiary’s allocable portion of the Affiliated Tax Liability (estimated or final) of such Affiliated Group shall be determined by multiplying (i) such Affiliated Subsidiary’s Affiliated Taxable Income Ratio with respect to such Affiliated Group by (ii) the Affiliated Tax Liability (estimated or final) of such Affiliated Group; (B) For any Affiliated Group that files an Affiliated Return for which net income is not the applicable Tax Base, such Affiliated Subsidiary’s allocable portion of the Affiliated Tax Liability (estimated or final) of such Affiliated Group shall be determined by multiplying (i) such Affiliated Subsidiary’s Affiliated Tax Base Ratio with respect to such Affiliated Group by (ii) the Affiliated Tax Liability (estimated or final) of such Affiliated Group; and (C) Notwithstanding anything in this Agreement to the contrary, in determining each Affiliated Subsidiary’s allocable portion of the Affiliated Tax Liability, such Affiliated Subsidiary’s allocable share shall not exceed the amount required to be paid if such Affiliated Subsidiary and its subsidiaries (x) had filed a separate income Tax return for such Affiliated Return Year with the applicable Taxing Authority (taking into account any applicable apportionment or similar rules of any state, local or foreign jurisdiction), or (y) would have paid any such Taxes as standalone companies or as a standalone group. (b) Notwithstanding Section 2.03(a), the following Ordinary Taxes shall be allocated as follows: (i) Ordinary Taxes imposed under Sections 951, 951A or 965(h) of the Code with respect to a member of the J&J Group or the Kenvue Group that is a CFC and for a taxable year ending on or before January 1, 2023, shall be allocated to J&J; (ii) Ordinary Taxes that are U.S. Federal income Taxes resulting from any Tax Contest with respect to a J&J Consolidated Return shall be allocated to J&J; (iii) Ordinary Taxes arising as a result of any action by a member of the Concentra Consolidated Kenvue Group described in Section 4.08 shall be allocated to Concentra; andKenvue; (iiiv) (A) to the extent Ordinary Taxes of SelectJ&J, Concentra, Kenvue or any their respective Subsidiaries consist of additional Taxes, interest, penalties or other additions thereto that result from any member of the Select Consolidated J&J Group’s action or omission in breach of Article III (except for an action or omission resulting from any member of the Concentra Consolidated Kenvue Group’s action or omission in breach of Section 3.03) or Article V, such Ordinary Taxes shall be allocated to Select J&J to such extent and (B) to the extent any such Ordinary Taxes consist of additional Taxes, interest, penalties or other additions thereto that result from any member of the Concentra Consolidated Kenvue Group’s action or omission in breach of Article III (except for an action or omission resulting from any member of the Select Consolidated J&J Group’s action or omission in breach of Section 3.03) or Article V, such Ordinary Taxes shall be allocated to Concentra Kenvue to such extent; and (v) Ordinary Taxes specified on Schedule B or Schedule D will be allocated to the Party specified on such Schedule. (c) Notwithstanding anything herein to the contrary, with respect to any income Tax Return not filed as of the date hereof for which Estimated Tax Payments have been made, the amount of Ordinary Taxes subject to indemnification pursuant to Article II (or payment pursuant to Section 3.04(b)) shall be net of the aggregate amount of Estimated Tax Payments allocable to the indemnifying Party under the principles of Section 2.03(a)(iii).

Allocation of Ordinary Taxes. (a) Except as otherwise provided in this Section 2.03, Ordinary Taxes shall be allocated as follows: (i) For any Pre-Distribution Period: (Ai) Ordinary Taxes of any member of the Select Consolidated Group or the Concentra Consolidated Group Parent and its Subsidiaries that are attributable to the Concentra BPO Business shall be allocated to ConcentraSpinco; and (Bii) all other Ordinary Taxes of any member Parent and its Subsidiaries shall be allocated to Parent. The determination of the Select Consolidated Group or the Concentra Consolidated Group that whether Ordinary Taxes of Parent and its Subsidiaries are attributable to the Select Spinco Business shall be allocated made according to Select.the methodology set forth in Appendix C. (iib) For any Post-Distribution Period: (Ai) Ordinary Taxes of any member of the Select Consolidated Group Parent and its Subsidiaries shall be allocated to Select; and (B) Ordinary Taxes of any member of the Concentra Consolidated Group shall be allocated to Concentra. (iii) All determinations of whether Ordinary Taxes are allocable to the Concentra Business or the Select Business for purposes of Section 2.03(a)(i) shall be made in a manner consistent with past practice of the relevant member of the Select Consolidated Group or the Concentra Consolidated Group (including, but not limited to, allocation methodologies set forth in the Second Amended and Restated Tax Sharing Agreement dated as of December 24, 2021 by and between Concentra Group Holdings Parent, LLC, Concentra Group Holdings, LLC and Select (the “Existing Tax Sharing Agreement”)), as reasonably determined by Select; provided, that if Select determines (A) there is no such past practice with respect to the allocation of such Ordinary Taxes (including the Existing Tax Sharing Agreement) or (B) such Ordinary Taxes are not otherwise attributable to the Concentra Business or the Select Business, Select shall, in each case, use such other reasonable allocation method as it determines in good faith. Without prejudice to the foregoing, the allocable portion of the Affiliated Tax Liability of a member of the Select Consolidated Group or the Concentra Consolidated Group that is an Affiliated Subsidiary shall be based on the principles set forth below: (A) For any Affiliated Group that files a federal consolidated Tax return or other Affiliated Return for which net income is the applicable Tax Base, such Affiliated Subsidiary’s allocable portion of the Affiliated Tax Liability (estimated or final) of such Affiliated Group shall be determined by multiplying (i) such Affiliated Subsidiary’s Affiliated Taxable Income Ratio with respect to such Affiliated Group by (ii) the Affiliated Tax Liability (estimated or final) of such Affiliated Group; (B) For any Affiliated Group that files an Affiliated Return for which net income is not the applicable Tax Base, such Affiliated Subsidiary’s allocable portion of the Affiliated Tax Liability (estimated or final) of such Affiliated Group shall be determined by multiplying (i) such Affiliated Subsidiary’s Affiliated Tax Base Ratio with respect to such Affiliated Group by (ii) the Affiliated Tax Liability (estimated or final) of such Affiliated Group; and (C) Notwithstanding anything in this Agreement to the contrary, in determining each Affiliated Subsidiary’s allocable portion of the Affiliated Tax Liability, such Affiliated Subsidiary’s allocable share shall not exceed the amount required to be paid if such Affiliated Subsidiary and its subsidiaries (x) had filed a separate income Tax return for such Affiliated Return Year with the applicable Taxing Authority (taking into account any applicable apportionment or similar rules of any state, local or foreign jurisdiction), or (y) would have paid any such Taxes as standalone companies or as a standalone group. (b) Notwithstanding Section 2.03(a), the following Ordinary Taxes shall be allocated as follows: (i) Ordinary Taxes arising as a result of any action by a member of the Concentra Consolidated Group described in Section 4.08 shall be allocated to Concentra; and (ii) Ordinary Taxes of Spinco and its Subsidiaries shall be allocated to Spinco. (Ac) In the case of any Straddle Period, Taxes shall be allocated between the Pre-Distribution Period and the Post-Distribution Period, in the case of: (i) real, personal and intangible property Taxes, on a daily pro rata basis; and (ii) other Taxes, as if the relevant taxable period ended as of the close of business on the Distribution Date. In the case of any such other Taxes attributable to the ownership of any equity interest in any partnership, other “flowthrough” entity or CFC, such Taxes shall be allocated between the Pre-Distribution Period and the Post-Distribution Period as if the taxable period of such partnership, other “flowthrough” entity or CFC ended as of the close of business on the Distribution Date (whether or not such Taxes arise in a Straddle Period of the applicable owner). (d) Notwithstanding the foregoing, (i) to the extent Ordinary Taxes of SelectParent, Concentra, Spinco or any their respective Subsidiaries consist of additional Taxes, interest, penalties or other additions thereto to tax that result from any member of the Select Consolidated Parent Tax Group’s action or omission in breach of Article III Section 3.05 of this Agreement (except for an action or omission resulting from any member of the Concentra Consolidated Spinco Tax Group’s action or omission in breach of Section 3.03) or Article V3.04 of this Agreement), such Ordinary Taxes shall be allocated to Select Parent to such extent and (Bii) to the extent any such Ordinary Taxes consist of additional Taxes, interest, penalties or other additions thereto to tax that result from any member of the Concentra Consolidated Spinco Tax Group’s action or omission in breach of Article III Section 3.05 of this Agreement (except for an action or omission resulting from any member of the Select Consolidated Parent Tax Group’s action or omission in breach of Section 3.03) or Article V3.04 of this Agreement), such Ordinary Taxes shall be allocated to Concentra Spinco to such extent. (c) Notwithstanding anything herein to the contrary, with respect to any income Tax Return not filed as of the date hereof for which Estimated Tax Payments have been made, the amount of Ordinary Taxes subject to indemnification pursuant to Article II (or payment pursuant to Section 3.04(b)) shall be net of the aggregate amount of Estimated Tax Payments allocable to the indemnifying Party under the principles of Section 2.03(a)(iii).

Allocation of Ordinary Taxes. (a) Except as otherwise provided in this Section 2.032.06, Ordinary Taxes shall be allocated as follows:. (i) For any Pre-Distribution Separation Period: (A) Ordinary Taxes of any member of the Select Consolidated Novartis Group or the Concentra Consolidated and Alcon Group that are attributable to the Concentra Alcon Business shall be allocated to ConcentraAlcon; and (B) all other Ordinary Taxes of the Novartis Group and Alcon Group shall be allocated to Novartis. (ii) For any Post-Separation Period: (A) Ordinary Taxes of the Novartis Group shall be allocated to Novartis; and (B) Ordinary Taxes of any member of the Select Consolidated Group or the Concentra Consolidated Group that are attributable to the Select Business shall be allocated to Select. (ii) For any Post-Distribution Period: (A) Ordinary Taxes of any member of the Select Consolidated Alcon Group shall be allocated to Select; and (B) Ordinary Taxes of any member of the Concentra Consolidated Group shall be allocated to Concentra. (iii) All determinations Alcon. The determination of whether Ordinary Taxes of the Novartis Group and Alcon Group are allocable attributable to the Concentra Alcon Business or the Select Business for purposes of Section 2.03(a)(i) shall be made in a manner consistent with past practice of according to the relevant member of the Select Consolidated Group or the Concentra Consolidated Group (including, but not limited to, allocation methodologies methodology set forth in the Second Amended Exhibit 1 hereto. Novartis and Restated Tax Sharing Agreement dated as of December 24, 2021 by and between Concentra Group Holdings Parent, LLC, Concentra Group Holdings, LLC and Select (the “Existing Tax Sharing Agreement”)), as reasonably determined by Select; provided, that if Select determines (A) there is no such past practice with respect Alcon shall use Commercially Reasonable Efforts to the allocation of such cooperate in determining whether Ordinary Taxes (including of the Existing Tax Sharing Agreement) or (B) such Ordinary Taxes Novartis Group and Alcon Group are not otherwise attributable to the Concentra Business or the Select Alcon Business, Select shall, in each case, use such other reasonable allocation method as it determines in good faith. Without prejudice to the foregoing, the allocable portion of the Affiliated Tax Liability of a member of the Select Consolidated Group or the Concentra Consolidated Group that is an Affiliated Subsidiary shall be based on the principles set forth below: (A) For any Affiliated Group that files a federal consolidated Tax return or other Affiliated Return for which net income is the applicable Tax Base, such Affiliated Subsidiary’s allocable portion of the Affiliated Tax Liability (estimated or final) of such Affiliated Group shall be determined by multiplying (i) such Affiliated Subsidiary’s Affiliated Taxable Income Ratio with respect to such Affiliated Group by (ii) the Affiliated Tax Liability (estimated or final) of such Affiliated Group; (B) For any Affiliated Group that files an Affiliated Return for which net income is not the applicable Tax Base, such Affiliated Subsidiary’s allocable portion of the Affiliated Tax Liability (estimated or final) of such Affiliated Group shall be determined by multiplying (i) such Affiliated Subsidiary’s Affiliated Tax Base Ratio with respect to such Affiliated Group by (ii) the Affiliated Tax Liability (estimated or final) of such Affiliated Group; and (C) Notwithstanding anything in this Agreement to the contrary, in determining each Affiliated Subsidiary’s allocable portion of the Affiliated Tax Liability, such Affiliated Subsidiary’s allocable share shall not exceed the amount required to be paid if such Affiliated Subsidiary and its subsidiaries (x) had filed a separate income Tax return for such Affiliated Return Year with the applicable Taxing Authority (taking into account any applicable apportionment or similar rules of any state, local or foreign jurisdiction), or (y) would have paid any such Taxes as standalone companies or as a standalone group. (b) Notwithstanding Section 2.03(a), the following Ordinary Taxes shall be allocated as followsforegoing: (i) Ordinary Taxes of the Novartis Group and Alcon Group for Post-Separation Periods that are attributable to any Wrong Pocket Asset or Delayed Interest shall be allocated in accordance with Section 2.06(a)(i) until such time that such asset or interest is transferred to its ultimate owner in accordance with the Separation Agreement, and such Taxes shall be determined on a “with and without” basis; and (ii) Ordinary Taxes arising as a result of any action by a member of the Concentra Consolidated Group Alcon or its Affiliates described in Section 4.08 shall be allocated to Concentra; and (ii) (A) to the extent Ordinary Taxes of Select, Concentra, or any their respective Subsidiaries consist of additional Taxes, interest, penalties or other additions thereto that result from any member of the Select Consolidated Group’s action or omission in breach of Article III (except for an action or omission resulting from any member of the Concentra Consolidated Group’s action or omission in breach of Section 3.03) or Article V, such Ordinary Taxes shall be allocated to Select to such extent and (B) to the extent any such Ordinary Taxes consist of additional Taxes, interest, penalties or other additions thereto that result from any member of the Concentra Consolidated Group’s action or omission in breach of Article III (except for an action or omission resulting from any member of the Select Consolidated Group’s action or omission in breach of Section 3.03) or Article V, such Ordinary Taxes shall be allocated to Concentra to such extentAlcon. (c) Notwithstanding anything herein With respect to each Alcon Transferring Entity in a Global Share Transfer Jurisdiction, Novartis shall cause the contrary, applicable Alcon Share Transferor to indemnify the applicable Alcon Share Transferee for any Ordinary Taxes allocated to Novartis with respect to any income Tax Return not filed as of the date hereof for which Estimated Tax Payments have been made, the amount of Ordinary Taxes subject such Alcon Transferring Entity under this Section 2.06 that Novartis would be required to indemnification pursuant to Article II (or payment indemnify pursuant to Section 3.04(b)) shall be net of the aggregate amount of Estimated Tax Payments allocable 2.02 (subject to the indemnifying Party under the principles of limitations in Section 2.03(a)(iii2.07).

Allocation of Ordinary Taxes. (a) Except as otherwise provided in this Section 2.032.06, Ordinary Taxes shall be allocated as follows:. (i) For any Pre-Distribution Separation Period: (A) Ordinary Taxes of any member of the Select Consolidated Novartis Group or the Concentra Consolidated and Alcon Group that are attributable to the Concentra Alcon Business shall be allocated to ConcentraAlcon; and (B) all other Ordinary Taxes of the Novartis Group and Alcon Group shall be allocated to Novartis. (ii) For any Post-Separation Period: (A) Ordinary Taxes of the Novartis Group shall be allocated to Novartis; and (B) Ordinary Taxes of any member of the Select Consolidated Group or the Concentra Consolidated Group that are attributable to the Select Business shall be allocated to Select. (ii) For any Post-Distribution Period: (A) Ordinary Taxes of any member of the Select Consolidated Alcon Group shall be allocated to Select; and (B) Ordinary Taxes of any member of the Concentra Consolidated Group shall be allocated to Concentra. (iii) All determinations Alcon. The determination of whether Ordinary Taxes of the Novartis Group and Alcon Group are allocable attributable to the Concentra Alcon Business or the Select Business for purposes of Section 2.03(a)(i) shall be made in a manner consistent with past practice of according to the relevant member of the Select Consolidated Group or the Concentra Consolidated Group (including, but not limited to, allocation methodologies methodology set forth in the Second Amended Exhibit 1 hereto. Novartis and Restated Tax Sharing Agreement dated as of December 24, 2021 by and between Concentra Group Holdings Parent, LLC, Concentra Group Holdings, LLC and Select (the “Existing Tax Sharing Agreement”)), as reasonably determined by Select; provided, that if Select determines (A) there is no such past practice with respect Alcon shall use Commercially Reasonable Efforts to the allocation of such cooperate in determining whether Ordinary Taxes (including of the Existing Tax Sharing Agreement) or (B) such Ordinary Taxes Novartis Group and Alcon Group are not otherwise attributable to the Concentra Business or the Select Alcon Business, Select shall, in each case, use such other reasonable allocation method as it determines in good faith. Without prejudice to the foregoing, the allocable portion of the Affiliated Tax Liability of a member of the Select Consolidated Group or the Concentra Consolidated Group that is an Affiliated Subsidiary shall be based on the principles set forth below: (A) For any Affiliated Group that files a federal consolidated Tax return or other Affiliated Return for which net income is the applicable Tax Base, such Affiliated Subsidiary’s allocable portion of the Affiliated Tax Liability (estimated or final) of such Affiliated Group shall be determined by multiplying (i) such Affiliated Subsidiary’s Affiliated Taxable Income Ratio with respect to such Affiliated Group by (ii) the Affiliated Tax Liability (estimated or final) of such Affiliated Group; (B) For any Affiliated Group that files an Affiliated Return for which net income is not the applicable Tax Base, such Affiliated Subsidiary’s allocable portion of the Affiliated Tax Liability (estimated or final) of such Affiliated Group shall be determined by multiplying (i) such Affiliated Subsidiary’s Affiliated Tax Base Ratio with respect to such Affiliated Group by (ii) the Affiliated Tax Liability (estimated or final) of such Affiliated Group; and (C) Notwithstanding anything in this Agreement to the contrary, in determining each Affiliated Subsidiary’s allocable portion of the Affiliated Tax Liability, such Affiliated Subsidiary’s allocable share shall not exceed the amount required to be paid if such Affiliated Subsidiary and its subsidiaries (x) had filed a separate income Tax return for such Affiliated Return Year with the applicable Taxing Authority (taking into account any applicable apportionment or similar rules of any state, local or foreign jurisdiction), or (y) would have paid any such Taxes as standalone companies or as a standalone group. (b) Notwithstanding Section 2.03(a), the following Ordinary Taxes shall be allocated as followsforegoing: (i) Ordinary Taxes of the Novartis Group and Alcon Group for Post-Separation Periods that are attributable to any Wrong Pocket Asset or Delayed Interest shall be allocated in accordance with Section 2.06(a)(i) until such time that such asset or interest is transferred to its ultimate owner in accordance with the Separation Agreement, and such Taxes shall be determined on a “with and without” basis; (ii) Ordinary Taxes for any Pre-Separation Period (x) of any Alcon Asset Transferor shall be allocated to Novartis and (y) of any Novartis Asset Transferor shall be allocated to Alcon; and (iii) Ordinary Taxes arising as a result of any action by a member of the Concentra Consolidated Group Alcon or its Affiliates described in Section 4.08 shall be allocated to Concentra; and (ii) (A) to the extent Ordinary Taxes of Select, Concentra, or any their respective Subsidiaries consist of additional Taxes, interest, penalties or other additions thereto that result from any member of the Select Consolidated Group’s action or omission in breach of Article III (except for an action or omission resulting from any member of the Concentra Consolidated Group’s action or omission in breach of Section 3.03) or Article V, such Ordinary Taxes shall be allocated to Select to such extent and (B) to the extent any such Ordinary Taxes consist of additional Taxes, interest, penalties or other additions thereto that result from any member of the Concentra Consolidated Group’s action or omission in breach of Article III (except for an action or omission resulting from any member of the Select Consolidated Group’s action or omission in breach of Section 3.03) or Article V, such Ordinary Taxes shall be allocated to Concentra to such extentAlcon. (c) Notwithstanding anything herein With respect to each Alcon Transferring Entity in a Global Share Transfer Jurisdiction, Novartis shall cause the contrary, applicable Alcon Share Transferor to indemnify the applicable Alcon Share Transferee for any Ordinary Taxes allocated to Novartis with respect to any income Tax Return not filed as of the date hereof for which Estimated Tax Payments have been made, the amount of Ordinary Taxes subject such Alcon Transferring Entity under this Section 2.06 that Novartis would be required to indemnification pursuant to Article II (or payment indemnify pursuant to Section 3.04(b)) shall be net of the aggregate amount of Estimated Tax Payments allocable 2.02 (subject to the indemnifying Party under the principles of limitations in Section 2.03(a)(iii2.07).

Allocation of Ordinary Taxes. (a) Except as otherwise provided in this Section 2.03, Ordinary Taxes shall be allocated as follows: (i) For any Pre-Distribution Period: (A) Ordinary Taxes of any member of the Select Consolidated J&J Group or the Concentra Consolidated Kenvue Group that are attributable to the Concentra Kenvue Business shall be allocated to ConcentraKenvue; and (B) Ordinary Taxes of any member of the Select Consolidated J&J Group or the Concentra Consolidated Kenvue Group that are attributable to the Select J&J Business shall be allocated to Select.J&J. (ii) For any Post-Distribution Period: (A) Ordinary Taxes of any member of the Select Consolidated J&J Group shall be allocated to SelectJ&J; and (B) Ordinary Taxes of any member of the Concentra Consolidated Kenvue Group shall be allocated to ConcentraKenvue. (iii) All determinations regarding the allocation of Ordinary Taxes shall be made by J&J in its reasonable discretion. The determination of whether Ordinary Taxes are allocable to the Concentra Kenvue Business or the Select J&J Business for purposes of Section 2.03(a)(i) shall be made in a manner consistent with past practice of the relevant member of the Select Consolidated J&J Group or the Concentra Consolidated Group (including, but not limited to, allocation methodologies set forth in the Second Amended and Restated Tax Sharing Agreement dated as of December 24, 2021 by and between Concentra Group Holdings Parent, LLC, Concentra Group Holdings, LLC and Select (the “Existing Tax Sharing Agreement”))Kenvue Group, as reasonably determined by SelectJ&J; provided, that if Select J&J determines (A) there is no such past practice with respect to the allocation of such Ordinary Taxes (including the Existing Tax Sharing Agreement) or (B) such Ordinary Taxes are not otherwise attributable to the Concentra Kenvue Business or the Select J&J Business, Select J&J shall, in each case, use such other reasonable allocation method as it determines in good faith. Without prejudice to the foregoing, the allocable portion of the Affiliated Tax Liability of a member of the Select Consolidated Group or the Concentra Consolidated Group that is an Affiliated Subsidiary shall be based on the principles set forth below: (A) For any Affiliated Group that files a federal consolidated Tax return or other Affiliated Return for which net income is the applicable Tax Base, such Affiliated Subsidiary’s allocable portion of the Affiliated Tax Liability (estimated or final) of such Affiliated Group shall be determined by multiplying (i) such Affiliated Subsidiary’s Affiliated Taxable Income Ratio with respect to such Affiliated Group by (ii) the Affiliated Tax Liability (estimated or final) of such Affiliated Group; (B) For any Affiliated Group that files an Affiliated Return for which net income is not the applicable Tax Base, such Affiliated Subsidiary’s allocable portion of the Affiliated Tax Liability (estimated or final) of such Affiliated Group shall be determined by multiplying (i) such Affiliated Subsidiary’s Affiliated Tax Base Ratio with respect to such Affiliated Group by (ii) the Affiliated Tax Liability (estimated or final) of such Affiliated Group; and (C) Notwithstanding anything in this Agreement to the contrary, in determining each Affiliated Subsidiary’s allocable portion of the Affiliated Tax Liability, such Affiliated Subsidiary’s allocable share shall not exceed the amount required to be paid if such Affiliated Subsidiary and its subsidiaries (x) had filed a separate income Tax return for such Affiliated Return Year with the applicable Taxing Authority (taking into account any applicable apportionment or similar rules of any state, local or foreign jurisdiction), or (y) would have paid any such Taxes as standalone companies or as a standalone group. (b) Notwithstanding Section 2.03(a), the following Ordinary Taxes shall be allocated as follows: (i) Ordinary Taxes imposed under Sections 951, 951A or 965(h) of the Code with respect to a member of the J&J Group or the Kenvue Group that is a CFC and for a taxable year ending on or before December 31, 2022, shall be allocated to J&J; (ii) Ordinary Taxes that are U.S. Federal income Taxes resulting from any Tax Contest with respect to a J&J Consolidated Return shall be allocated to J&J; (iii) Ordinary Taxes arising as a result of any action by a member of the Concentra Consolidated Kenvue Group described in Section 4.08 shall be allocated to Concentra; andKenvue; (iiiv) (A) to the extent Ordinary Taxes of SelectJ&J, Concentra, Kenvue or any their respective Subsidiaries consist of additional Taxes, interest, penalties or other additions thereto that result from any member of the Select Consolidated J&J Group’s action or omission in breach of Article III (except for an action or omission resulting from any member of the Concentra Consolidated Kenvue Group’s action or omission in breach of Section 3.03) or Article V, such Ordinary Taxes shall be allocated to Select J&J to such extent and (B) to the extent any such Ordinary Taxes consist of additional Taxes, interest, penalties or other additions thereto that result from any member of the Concentra Consolidated Kenvue Group’s action or omission in breach of Article III (except for an action or omission resulting from any member of the Select Consolidated J&J Group’s action or omission in breach of Section 3.03) or Article V, such Ordinary Taxes shall be allocated to Concentra Kenvue to such extent; and (v) Ordinary Taxes specified on Schedule [D] will be allocated to the Party specified on such Schedule. (c) Notwithstanding anything herein to the contrary, with respect to any income Tax Return not filed as of the date hereof for which Estimated Tax Payments have been made, the amount of Ordinary Taxes subject to indemnification pursuant to Article II (or payment pursuant to Section 3.04(b)) shall be net of the aggregate amount of Estimated Tax Payments allocable to the indemnifying Party under the principles of Section 2.03(a)(iii).