Common use of Allocation of Transaction Taxes Clause in Contracts

Allocation of Transaction Taxes. (a) Transaction Taxes shall be allocated to Alcon to the extent such Transaction Taxes result from: (i) the failure of any Representation or any representation herein made by Alcon or any of its Affiliates to be true, correct and complete when made; (ii) the breach by Alcon or any of its Affiliates of any covenant or agreement contained in any Transaction Document (including those contained in Section 4.03, without regard to Section 4.04), Transaction Ruling or Opinion; (iii) any Alcon Indemnity Event; or (iv) any other action or failure to act by Alcon or any of its Affiliates after the Effective Time that it knows or reasonably should expect, after consultation with a Tax Advisor, could give rise to Transaction Taxes, except to the extent such action or failure to act is otherwise expressly required or permitted by the Transaction Documents (other than under Section 4.04). (b) Transaction Taxes shall be allocated to Novartis to the extent such Transaction Taxes result from: (i) the failure of any Representation or any representation herein made by Novartis or any of its Affiliates to be true, correct and complete when made, except any Representation that is substantially the same as any Representation made by Alcon or any of its Affiliates; (ii) the breach by Novartis or any of its Affiliates of any covenant or agreement contained in any Transaction Document, Transaction Ruling or Opinion; (iii) any Novartis Indemnity Event; or (iv) any other action or failure to act by Novartis or any of its Affiliates after the Effective Time that it knows or reasonably should expect, after consultation with a Tax Advisor, could give rise to Transaction Taxes, except to the extent such action or failure to act is otherwise expressly required or permitted by the Transaction Documents. (c) Notwithstanding Section 2.03(a) or (b), if a Transaction Tax would otherwise be allocated under both Section 2.03(a) and (b), then such Transaction Tax shall be allocated between the Parties in proportion to the relative degrees of fault of the members of the Alcon Group (and such members’ Affiliates and, if applicable, counterparties) and the members of the Novartis Group (and such members’ Affiliates and, if applicable, counterparties). (d) If a Transaction Tax is not otherwise allocated under this Section 2.03, then such Transaction Tax shall be allocated to Novartis. (e) Notwithstanding any other provision of this Agreement, if Transaction Taxes are incurred and, as a result of such Transaction Taxes, any member of the Novartis Group or the Alcon Group actually realizes a Tax Benefit, then the Parties shall make appropriate payments to share the Tax Benefit in the same manner as the Taxes were allocated pursuant to this Agreement (provided that no Tax shall be considered to be allocated to a Party for purposes of computing a payment under this Section 2.03(e) to the extent such other Party owes but has not yet paid any amount in respect of such Tax).

Allocation of Transaction Taxes. (a) Transaction Taxes shall be allocated to Alcon Spinco to the extent such Transaction Taxes result from: (i) the failure to be true and correct of any Tax Opinion Representation or any representation herein made by Alcon or any of its Affiliates to be true, correct and complete when madeSpinco; (ii) any action or omission by any member of the Spinco Tax Group in breach by Alcon or any of its Affiliates of any covenant or agreement contained in any Transaction Document (including those contained in Section 4.03, without regard to Section 4.04), Transaction Ruling or OpinionAgreement; (iii) any Alcon Indemnity Eventaction by Spinco or any of its Affiliates described in Section 4.04, without regard to Section 4.05; (iv) the direct or indirect acquisition after the Distribution by one or more Persons of stock in Spinco that results in Transaction Taxes as a result of the application of Section 355(a)(1)(B) or Section 355(e) of the Code; or (ivv) any other action or failure to act omission by Alcon or any member of its Affiliates after the Effective Time Spinco Tax Group that it Spinco knows or reasonably should expect, after consultation with a Tax Advisor, expect could give rise to Transaction Taxes, except to the extent such action or failure to act is otherwise expressly required or permitted by the Transaction Documents (other than under Section 4.04). (b) Transaction Taxes shall be allocated to Novartis Parent to the extent such Transaction Taxes result from: (i) the failure to be true and correct of any Representation or any representation herein made by Novartis or any of its Affiliates to be true, correct and complete when made, except any Representation that is substantially the same as any Tax Opinion Representation made by Alcon or any of its AffiliatesParent; (ii) any action or omission by any member of the Parent Tax Group in breach by Novartis or any of its Affiliates of any covenant or agreement contained in any Transaction Document, Transaction Ruling or OpinionAgreement; (iii) any Novartis Indemnity Eventthe direct or indirect acquisition after the Distribution by one or more Persons of stock in Parent that results in Transaction Taxes as a result of the application of Section 355(a)(1)(B) or Section 355(e) of the Code; or (iv) any other action or failure to act omission by Novartis or any member of its Affiliates after the Effective Time Parent Tax Group that it Parent knows or reasonably should expect, after consultation with a Tax Advisor, expect could give rise to Transaction Taxes, except to the extent such action or failure to act is otherwise expressly required or permitted by the Transaction Documents. (c) Notwithstanding Section 2.03(aclause (a) or (b)) of this Section, if a Transaction Tax would otherwise be allocated under neither clause (a) nor (b) of this Section or would be allocated under both Section 2.03(aclauses (a) and (b)) of this Section, then such the Transaction Tax shall be allocated between the Parties in proportion to the accordance with each Party’s relative degrees of fault of the members of the Alcon Group (and such members’ Affiliates and, if applicable, counterparties) and the members of the Novartis Group (and such members’ Affiliates and, if applicable, counterparties)Transaction Tax Allocation Percentage. (d) If a Transaction Tax is not otherwise allocated under this Section 2.03, then such Transaction Tax shall be allocated to Novartis. (e) Notwithstanding any other provision of this Agreement, if Transaction Taxes are incurred the Contribution or Distribution fails to qualify (in whole or in part) for its Intended Tax Treatment and, as a result of such Transaction Taxesfailure, either alone or together with the Protective Section 336(e) Election, Spinco or any member of the Novartis Spinco Tax Group or realizes an increase in Tax basis (the Alcon Group actually realizes a “Section 336(e) Tax BenefitBasis”), then the Parties Spinco shall make appropriate annual payments to share Parent in an amount equal to the product of (i) the Tax Benefit in Asset Value for the same manner as applicable taxable year multiplied by (ii) one hundred percent minus the percentage of the Transaction Taxes were allocated pursuant that resulted from such failure that Spinco paid (either to this Agreement Parent or directly to the applicable Tax Authority). (provided that no Tax shall be considered to be allocated to a Party for i) For purposes of computing this Agreement, “Tax Asset Value” for a payment under this Section 2.03(etaxable year means the product of (A)(1) the total depreciation and amortization claimed on any member of the Spinco Tax Group’s U.S. Federal income Tax Return for such taxable year to the extent such other Party owes but has not yet paid any amount in respect arising out of such Tax).the Section 336(e) Tax Basis plus

Allocation of Transaction Taxes. (a) Transaction Taxes shall be allocated to Alcon Spinco to the extent such Transaction Taxes result from: (i) the failure to be true and correct of any Tax Opinion Representation or any representation herein made by Alcon or any of its Affiliates to be true, correct and complete when madeSpinco; (ii) any action or omission by any member of the Spinco Tax Group in breach by Alcon or any of its Affiliates of any covenant or agreement contained in any Transaction Document (including those contained in Section 4.03, without regard to Section 4.04), Transaction Ruling or OpinionAgreement; (iii) any Alcon Indemnity Eventaction by Spinco or any of its Affiliates described in Section 4.04, without regard to Section 4.05; (iv) the direct or indirect acquisition after the Distribution by one or more Persons of stock in Spinco that results in Transaction Taxes as a result of the application of Section 355(a)(1)(B) or Section 355(e) of the Code; or (ivv) any other action or failure to act omission by Alcon or any member of its Affiliates after the Effective Time Spinco Tax Group that it Spinco knows or reasonably should expect, after consultation with a Tax Advisor, expect could give rise to Transaction Taxes, except to the extent such action or failure to act is otherwise expressly required or permitted by the Transaction Documents (other than under Section 4.04). (b) Transaction Taxes shall be allocated to Novartis Parent to the extent such Transaction Taxes result from: (i) the failure to be true and correct of any Representation or any representation herein made by Novartis or any of its Affiliates to be true, correct and complete when made, except any Representation that is substantially the same as any Tax Opinion Representation made by Alcon or any of its AffiliatesParent; (ii) any action or omission by any member of the Parent Tax Group in breach by Novartis or any of its Affiliates of any covenant or agreement contained in any Transaction Document, Transaction Ruling or OpinionAgreement; (iii) any Novartis Indemnity Eventthe direct or indirect acquisition after the Distribution by one or more Persons of stock in Parent that results in Transaction Taxes as a result of the application of Section 355(a)(1)(B) or Section 355(e) of the Code; or (iv) any other action or failure to act omission by Novartis or any member of its Affiliates after the Effective Time Parent Tax Group that it Parent knows or reasonably should expect, after consultation with a Tax Advisor, expect could give rise to Transaction Taxes, except to the extent such action or failure to act is otherwise expressly required or permitted by the Transaction Documents. (c) Notwithstanding Section 2.03(aclause (a) or (b)) of this Section, if a Transaction Tax would otherwise be allocated under neither clause (a) nor (b) of this Section or would be allocated under both Section 2.03(aclauses (a) and (b)) of this Section, then such the Transaction Tax shall be allocated between the Parties in proportion to the accordance with each Party’s relative degrees of fault of the members of the Alcon Group (and such members’ Affiliates and, if applicable, counterparties) and the members of the Novartis Group (and such members’ Affiliates and, if applicable, counterparties)Transaction Tax Allocation Percentage. (d) If a Transaction Tax is not otherwise allocated under this Section 2.03, then such Transaction Tax shall be allocated to Novartis. (e) Notwithstanding any other provision of this Agreement, if Transaction Taxes are incurred the Contribution or Distribution fails to qualify (in whole or in part) for its Intended Tax Treatment and, as a result of such Transaction Taxesfailure, either alone or together with the Protective Section 336(e) Election, Spinco or any member of the Novartis Spinco Tax Group or realizes an increase in Tax basis (the Alcon Group actually realizes a “Section 336(e) Tax BenefitBasis”), then the Parties Spinco shall make appropriate annual payments to share Parent in an amount equal to the product of (i) the Tax Benefit in Asset Value for the same manner as applicable taxable year multiplied by (ii) one hundred percent minus the percentage of the Transaction Taxes were allocated pursuant that resulted from such failure that Spinco paid (either to this Agreement Parent or directly to the applicable Tax Authority). (provided that no Tax shall be considered to be allocated to a Party for i) For purposes of computing this Agreement, “Tax Asset Value” for a payment under this Section 2.03(etaxable year means the product of (A)(1) the total depreciation and amortization claimed on any member of the Spinco Tax Group’s U.S. Federal income Tax Return for such taxable year to the extent arising out of the Section 336(e) Tax Basis plus (2) any portion of the Section 336(e) Tax Basis that is taken into account in determining gain or loss in a taxable transaction and (B) the combined U.S. Federal and state income Tax rate used by Spinco for financial accounting purposes for such other Party owes but has not yet paid any amount in respect of such Taxtaxable year, as adjusted under Section 2.04(d)(ii).