Common use of Allocation of Transaction Taxes Clause in Contracts

Allocation of Transaction Taxes. (a) All Transaction Taxes shall be allocated to a Party to the extent such Transaction Taxes would not have been imposed but for: (i) the failure of any of the Representations or the representations contained in Section 4.01, in each case, made by such Party or its Affiliates to be true, correct or complete when made; (ii) the breach by such Party of any covenant herein (including those set forth in Section 4.04(a) without regard for Section 4.04(c)) or in the Separation Agreement or any Ancillary Agreement; (iii) (A) the application of Sections 355(a)(1)(B), 355(e) or 355(f) of the Code to the Distribution by virtue of any acquisition (or deemed acquisition) of Stock or assets of such Party or its Affiliates or (B) the failure to satisfy the requirements of Section 355(a)(1)(C) of the Code with respect to the Distribution by virtue of any act or omission by such Party or its Affiliates after the date hereof; or (iv) any other act or omission by such Party or its Affiliates that it knows or reasonably should expect, assuming it had consulted with a Tax Advisor, could give rise to Transaction Taxes (except to the extent such act or omission is otherwise expressly required or permitted by this Agreement (other than under Section 4.04(c)), the Separation Agreement or any Ancillary Agreement). (b) To the extent any Transaction Taxes would be allocated both to one of Concentra or Select under Section 2.05(a)(iii) and to the other Party under Sections 2.05(a)(i), 2.05(a)(ii) or 2.05(a)(iv), such Transaction Taxes shall be allocated solely to the Party to which such Transaction Taxes would be allocated under Section 2.05(a)(iii). To the extent any Transaction Taxes (other than those described in the immediately preceding sentence) would be allocated both to Select and Concentra under Section 2.05(a), such Transaction Taxes shall be allocated between Select and Concentra in proportion to the relative contribution of the members of the Select Consolidated Group (and such members’ Affiliates), on the one hand, and the members of the Concentra Consolidated Group (and such members’ Affiliates and counterparties to any consummated Proposed Acquisition Transactions, if applicable), on the other hand, to the circumstances giving rise to such Transaction Taxes. (c) To the extent any Transaction Tax is not allocated under Sections 2.05(a) or 2.05(b), the Transaction Tax shall be allocated to Select.

Allocation of Transaction Taxes. (a) All Transaction Taxes (other than Foreign Reorganization Taxes) shall be allocated to a Party to the extent such Transaction Taxes would not have been imposed but for: (i) the failure of any of the Representations or the representations contained in Section 4.01, in each case, made by such Party or its Affiliates to be true, correct or complete when made; (ii) the breach by such Party of any covenant herein (including those set forth in Section 4.04(a) without regard for Section 4.04(c)) or in the Separation Agreement or any Ancillary Agreement; (iii) (A) the application of Sections 355(a)(1)(B), 355(e) or 355(f) of the Code to any of the Distribution Transactions by virtue of any acquisition (or deemed acquisition) of Stock or assets of such Party or its Affiliates or (B) the failure to satisfy the requirements of Section 355(a)(1)(C) of the Code with respect to any of the Distribution Transactions by virtue of any act or omission by such Party or its Affiliates after the date hereof; or (iv) any other act or omission by such Party or its Affiliates that it knows or reasonably should expect, assuming it had consulted with a Tax Advisor, could give rise to Transaction Taxes (except to the extent such act or omission is otherwise expressly required or permitted by this Agreement (other than under Section 4.04(c)), the Separation Agreement or any Ancillary Agreement). (b) All Transaction Taxes that are Foreign Reorganization Taxes shall be allocated to a Party to the extent such Foreign Reorganization Taxes would not have been imposed but for any action or omission by such Party that would reasonably be expected to result in the incurrence of Foreign Reorganization Taxes that were not otherwise expected to be incurred. (c) To the extent any Transaction Taxes would be allocated both to one of Concentra Kenvue or Select J&J under Section 2.05(a)(iii) and to the other Party under Sections 2.05(a)(i), 2.05(a)(ii), 2.05(a)(iv) or 2.05(a)(iv2.05(b), such Transaction Taxes shall be allocated solely to the Party to which such Transaction Taxes would be allocated under Section 2.05(a)(iii). To the extent any Transaction Taxes (other than those described in the immediately preceding sentence) would be allocated both to Select J&J and Concentra Kenvue under Section 2.05(a) or Section 2.05 (b), such Transaction Taxes shall be allocated between Select J&J and Concentra Xxxxxx in proportion to the relative contribution of the members of the Select Consolidated J&J Group (and such members’ Affiliates), on the one hand, and the members of the Concentra Consolidated Kenvue Group (and such members’ Affiliates and counterparties to any consummated Proposed Acquisition Transactions, if applicable), on the other hand, to the circumstances giving rise to such Transaction Taxes. (cd) To the extent any Transaction Tax (i) is not allocated under Sections 2.05(a) , 2.05(b) or 2.05(b)2.05(c) or (ii) is a Foreign Reorganization Tax that was expected to be incurred in accordance with the Intended Tax Treatment provided on Schedule A, as determined by J&J in good faith, the Transaction Tax shall be allocated to Select.J&J.

Allocation of Transaction Taxes. (a) All Transaction Taxes shall be allocated to a Party to the extent such Transaction Taxes would not have been imposed but for: (i) the failure of any of the Representations or the representations contained in Section 4.01, in each case, made by such Party or its Affiliates to be true, correct or complete when made; (ii) the breach by such Party of any covenant herein (including those set forth in Section 4.04(a) without regard for Section 4.04(c)) or in the Separation Agreement or any Ancillary Agreement; (iii) (A) the application of Sections 355(a)(1)(B), 355(e) or 355(f) of the Code to any of the Distribution Transactions by virtue of any acquisition (or deemed acquisition) of Stock or assets of such Party or its Affiliates or (B) the failure to satisfy the requirements of Section 355(a)(1)(C) of the Code with respect to any of the Distribution Transactions by virtue of any act or omission by such Party or its Affiliates after the date hereof; or (iv) any other act or omission by such Party or its Affiliates that it knows or reasonably should expect, assuming it had consulted with a Tax Advisor, could give rise to Transaction Taxes (except to the extent such act or omission is otherwise expressly required or permitted by this Agreement (other than under Section 4.04(c)), the Separation Agreement or any Ancillary Agreement). (b) To the extent any Transaction Taxes would be allocated both to one of Concentra Kenvue or Select J&J under Section 2.05(a)(iii2.06(a)(iii) and to the other Party under Sections 2.05(a)(i2.06(a)(i), 2.05(a)(ii2.06(a)(ii) or 2.05(a)(iv2.06(a)(iv), such Transaction Taxes shall be allocated solely to the Party to which such Transaction Taxes would be allocated under Section 2.05(a)(iii2.06(a)(iii). To the extent any Transaction Taxes (other than those described in the immediately preceding sentence) would be allocated both to Select J&J and Concentra Kenvue under Section 2.05(a2.06(a), such Transaction Taxes shall be allocated between Select J&J and Concentra Xxxxxx in proportion to the relative contribution of the members of the Select Consolidated J&J Group (and such members’ Affiliates), on the one hand, and the members of the Concentra Consolidated Kenvue Group (and such members’ Affiliates and counterparties to any consummated Proposed Acquisition Transactions, if applicable), on the other hand, to the circumstances giving rise to such Transaction Taxes. (c) To the extent any Transaction Tax is not allocated under Sections 2.05(a2.06(a) or 2.05(b2.06(b), the Transaction Tax shall be allocated to Select.J&J.

Allocation of Transaction Taxes. (a) All Transaction Taxes (other than Foreign Reorganization Taxes) shall be allocated to a Party to the extent such Transaction Taxes would not have been imposed but for: (i) the failure of any of the Representations or the representations contained in Section 4.01, in each case, made by such Party or its Affiliates to be true, correct or complete when made; (ii) the breach by such Party of any covenant herein (including those set forth in Section 4.04(a) without regard for Section 4.04(c)) or in the Separation Agreement or any Ancillary Agreement; (iii) (A) the application of Sections 355(a)(1)(B), 355(e) or 355(f) of the Code to any of the Distribution Transactions by virtue of any acquisition (or deemed acquisition) of Stock or assets of such Party or its Affiliates or (B) the failure to satisfy the requirements of Section 355(a)(1)(C) of the Code with respect to any of the Distribution Transactions by virtue of any act or omission by such Party or its Affiliates after the date hereof; or (iv) any other act or omission by such Party or its Affiliates that it knows or reasonably should expect, assuming it had consulted with a Tax Advisor, could give rise to Transaction Taxes (except to the extent such act or omission is otherwise expressly required or permitted by this Agreement (other than under Section 4.04(c)), the Separation Agreement or any Ancillary Agreement). (b) All Transaction Taxes that are Foreign Reorganization Taxes shall be allocated to a Party to the extent such Foreign Reorganization Taxes would not have been imposed but for any action or omission by such Party that would reasonably be expected to result in the incurrence of Foreign Reorganization Taxes that were not otherwise expected to be incurred. (c) To the extent any Transaction Taxes would be allocated both to one of Concentra Kenvue or Select J&J under Section 2.05(a)(iii) and to the other Party under Sections 2.05(a)(i), 2.05(a)(ii), 2.05(a)(iv) or 2.05(a)(iv2.05(b), such Transaction Taxes shall be allocated solely to the Party to which such Transaction Taxes would be allocated under Section 2.05(a)(iii). To the extent any Transaction Taxes (other than those described in the immediately preceding sentence) would be allocated both to Select J&J and Concentra Kenvue under Section 2.05(a) or Section 2.05(b), such Transaction Taxes shall be allocated between Select J&J and Concentra Xxxxxx in proportion to the relative contribution of the members of the Select Consolidated J&J Group (and such members’ Affiliates), on the one hand, and the members of the Concentra Consolidated Kenvue Group (and such members’ Affiliates and counterparties to any consummated Proposed Acquisition Transactions, if applicable), on the other hand, to the circumstances giving rise to such Transaction Taxes. (cd) To the extent any Transaction Tax (i) is not allocated under Sections 2.05(a), 2.05(b) or 2.05(b)2.05(c) or (ii) is a Foreign Reorganization Tax that was expected to be incurred in accordance with the Intended Tax Treatment provided on Schedule A, as determined by J&J in good faith, the Transaction Tax shall be allocated to Select.J&J.