Common use of Amended Returns and Carrybacks Clause in Contracts

Amended Returns and Carrybacks. (a) Veralto shall not, and shall not permit any member of the Veralto Group to, file or allow to be filed any request for an Adjustment for any taxable period (or portion thereof) ending on or before the Distribution Date (including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date) without the prior written consent of Xxxxxxx, such consent to be exercised in Xxxxxxx’x sole discretion. (b) Veralto shall, and shall cause each member of the Veralto Group to, make any available elections to waive the right to carry back any Tax Attribute (i) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date and (ii) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date. (c) Veralto shall not, and shall cause each member of the Veralto Group not to, without the prior written consent of Xxxxxxx, make any affirmative election to carry back any Tax Attribute (i) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date or (ii) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date, in each case, such consent to be exercised in Xxxxxxx’x sole discretion. (d) Receipt of consent by Xxxxxxx or a member of the Veralto Group from Xxxxxxx pursuant to the provisions of this Section 3.8 shall not limit or modify Veralto’s continuing indemnification obligation pursuant to Article V.

Amended Returns and Carrybacks. (a) Veralto Mallinckrodt shall not, and shall not permit any member of the Veralto Mallinckrodt Group to, file or allow to be filed any request for an Adjustment Request for any taxable period (Pre-Distribution Period or portion thereof) ending on or before the Distribution Date (including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date) without the prior written consent of XxxxxxxCovidien, such consent to be exercised in Xxxxxxx’x Covidien’s sole discretion. (b) Veralto Mallinckrodt shall, and shall cause each member of the Veralto Mallinckrodt Group to, make any available elections to waive the right to carry back any Tax Attribute (i) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date and (ii) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date. (c) Veralto Mallinckrodt shall not, and shall cause each member of the Veralto Mallinckrodt Group not to, without the prior written consent of XxxxxxxCovidien, make any affirmative election to carry back any Tax Attribute (i) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date or (ii) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date, in each case, such consent to be exercised in Xxxxxxx’x Covidien’s sole discretion. (d) Receipt of consent by Xxxxxxx Mallinckrodt or a member of the Veralto Mallinckrodt Group from Xxxxxxx Covidien pursuant to the provisions of this Section 3.8 Article 3.08 shall not limit or modify VeraltoMallinckrodt’s continuing indemnification obligation pursuant to Article V.

Amended Returns and Carrybacks. (a) Veralto Filtration shall not, and shall not permit any member of the Veralto Filtration Group to, file or allow to be filed any request for an Adjustment for any taxable period Tax Period (or portion thereof) ending on or before the Distribution Date (including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date) without the prior written consent of XxxxxxxCummins, such consent to be exercised in Xxxxxxx’x sole Cummins’ discretion. (b) Veralto Filtration shall, and shall cause each member of the Veralto Filtration Group to, make any available elections to waive the right to carry back any Tax Attribute (i) from a taxable period Tax Period or portion thereof ending after the Measurement Date to a Joint Return in respect of a Tax Period or portion thereof ending on or before the Measurement Date and (ii) from a Tax Period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period Tax Period or portion thereof ending on or before the Distribution Date. (c) Filtration shall not, and shall cause each member of the Filtration Group not to, without the prior written consent of Cummins, make any affirmative election to carry back any Tax Attribute (i) from a Tax Period or portion thereof ending after the Measurement Date and to a Joint Return in respect of a Tax Period or portion thereof ending on or before the Measurement Date or (ii) from a taxable period Tax Period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date. (c) Veralto shall not, and shall cause each member of the Veralto Group not to, without the prior written consent of Xxxxxxx, make any affirmative election to carry back any Tax Attribute (i) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date or (ii) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period Period or portion thereof ending on or before the Distribution Date, in each case, such consent to be exercised in Xxxxxxx’x sole Cummins’ discretion. (d) If, notwithstanding the provisions of Section 3.7(b) and Section 3.7(c), Filtration is required by Law to carry back a Tax Attribute to a Pre-IPO Period, Cummins shall promptly remit to Filtration any Tax Benefit that the Cummins Group actually realizes with respect to any such carryback on an “as and when” realized basis; provided, however, that Cummins shall not be required to remit such Tax Benefit with respect to any such carryback arising from Taxes or Tax Attributes allocated to a member of the Cummins Group under this Agreement, as determined by Cummins in its discretion. If Filtration has a Tax Attribute that must be carried back to any Pre-IPO Period, Filtration shall notify Cummins in writing that such Tax Attribute must be carried back. Such notification shall include a description in reasonable detail of the basis for any Tax Benefit and the amount thereof, and a certification by an appropriate officer of Filtration setting forth Filtration’s belief (together with supporting analysis prepared by a professional Tax advisor) that the Tax treatment of such Tax Attribute is more likely than not correct. If Cummins pays any amount to Filtration under this Section 3.7(d) and, as a result of a subsequent Final Determination, a Tax Benefit that gave rise to such payment is subsequently disallowed, Cummins shall notify Filtration of the amount to be repaid to Cummins, and Filtration shall then repay such amount to Cummins, together with any interest, fines, additions to Tax, penalties, or any additional amounts imposed by a Taxing Authority relating thereto. For purposes of this Agreement, a Tax Benefit shall be deemed to have been realized at the time any actual Refund of Taxes is received or applied against other cash Taxes due, or at the time of filing a Tax Return (including a Tax Return relating to estimated Taxes) on which a Tax Item is applied in reduction of cash Taxes that would otherwise be payable. (e) Receipt of consent by Xxxxxxx Filtration or a member of the Veralto Filtration Group from Xxxxxxx Cummins pursuant to the provisions of this Section 3.8 3.7 shall not limit or modify VeraltoFiltration’s continuing indemnification obligation pursuant to Article V.

Amended Returns and Carrybacks. (a) Veralto Envista shall not, and shall not permit any member of the Veralto Envista Group to, file or allow to be filed any request for an Adjustment for any taxable period (or portion thereof) ending on or before the Distribution Date (including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date) without the prior written consent of Xxxxxxx, such consent to be exercised in Xxxxxxx’x sole discretion. (b) Veralto Envista shall, and shall cause each member of the Veralto Envista Group to, make any available elections to waive the right to carry back any Tax Attribute (i) from a taxable period or portion thereof ending after the Distribution Effective Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Effective Date and (ii) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date. (c) Veralto Envista shall not, and shall cause each member of the Veralto Envista Group not to, without the prior written consent of Xxxxxxx, make any affirmative election to carry back any Tax Attribute (i) from a taxable period or portion thereof ending after the Distribution Effective Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Effective Date or (ii) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date, in each case, such consent to be exercised in Xxxxxxx’x sole discretion. (d) Receipt of consent by Xxxxxxx Envista or a member of the Veralto Envista Group from Xxxxxxx pursuant to the provisions of this Section 3.8 shall not limit or modify VeraltoEnvista’s continuing indemnification obligation pursuant to Article V.

Amended Returns and Carrybacks. (a) Veralto Newco shall not, and shall not permit any member of the Veralto Newco Group to, file or allow to be filed any amended Tax Return or request for an Adjustment for any taxable period (Pre-Distribution Period or portion thereof) ending on or before the Distribution Date (including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date) without the prior written consent of XxxxxxxEverest, such consent not to be exercised in Xxxxxxx’x sole discretionunreasonably withheld, conditioned or delayed. (b) Veralto Except as required by applicable Tax Legal Requirement, Everest shall not, and shall not permit any member of the Everest Group to, file or allow to be filed any amended Tax Return or request for an Adjustment for any Pre-Distribution Period or Straddle Period if the result would be to materially increase any liability of Newco or any member of the Newco Group (other than any such increase to the extent attributable to an adjustment to a Tax Attribute) either (i) under this Agreement or (ii) for a Post-Distribution Period, in each case without the prior written consent of Newco, such consent not to be unreasonably withheld, conditioned or delayed. (c) Except as prohibited by applicable Tax Legal Requirements, Newco shall, and shall cause each member of the Veralto Newco Group to, make any available elections to waive the right to carry back any Tax Attribute (i) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date and (ii) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date. (cd) Veralto Except as prohibited by applicable Tax Legal Requirements, Newco shall not, and shall cause each member of the Veralto Newco Group not to, without the prior written consent of Xxxxxxx, make any affirmative election to carry back any Tax Attribute (i) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date or Date, without the prior written consent of Everest, such consent to be exercised in Everest’s sole and absolute discretion. (iie) If Newco has complied with Section 3.9(c) and Section 3.9(d) and pursuant to applicable Tax Legal Requirements a Tax Attribute is nevertheless carried back from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date, then Everest will cooperate with Newco in each caseseeking from the appropriate Taxing Authority such Refund as reasonably would result from such carry back and, to the extent such consent Refund is directly attributable to be exercised in Xxxxxxx’x sole discretionsuch carry back and allocable to Newco pursuant to Section 2.7, Everest shall pay to Newco the amount of such Refund received by Everest or any member of the Everest Group no later than five (5) Business Days after the receipt of such Refund. (df) Receipt of consent by Xxxxxxx Newco or a member of the Veralto Newco Group from Xxxxxxx Everest pursuant to the provisions of this Section 3.8 3.9 shall not limit or modify VeraltoNewco’s continuing indemnification obligation pursuant to Article V.

Amended Returns and Carrybacks. (a) Veralto AFI shall not, and shall not permit any member of the Veralto AFI Group to, file or allow to be filed any request for an Adjustment Request for any taxable period (Pre-Distribution Period or portion thereof) ending on or before the Distribution Date (including for the avoidance of doubt, the portion of any Straddle Period ending at with respect to any Tax the end of the day on the Distribution Date) liability for which is not allocated to AFI pursuant to this Agreement without the prior written consent of XxxxxxxAWI, such consent to be exercised in Xxxxxxx’x AWI’s sole discretion. (b) Veralto AFI shall, and shall cause each member of the Veralto AFI Group to, make any available elections to waive the right to carry back any Tax Attribute (i) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date and (ii) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date. (c) Veralto AFI shall not, and shall cause each member of the Veralto AFI Group not to, without the prior written consent of XxxxxxxAWI, make any affirmative election to carry back any Tax Attribute (i) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date or (ii) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date, in each case, such consent to be exercised in Xxxxxxx’x AWI’s sole discretion. (d) Receipt of consent by Xxxxxxx AFI or a member of the Veralto AFI Group from Xxxxxxx AWI pursuant to the provisions of this Section Article 3.8 shall not limit or modify VeraltoAFI’s continuing indemnification obligation pursuant to Article V.

Amended Returns and Carrybacks. (a) Veralto Except as expressly provided in Section 3.3 to reflect the resolution of any dispute, (i) Newco shall not, and shall not permit any member of the Veralto Newco Group to, file or allow to be filed any request for an Adjustment for any taxable period (Pre-Distribution Period or portion thereof) ending on or before the Distribution Date (including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date) without the prior written consent of XxxxxxxFox, such consent not to be exercised unreasonably withheld, delayed or conditioned, and (ii) Fox shall not, and shall not permit any member of the Fox Group to, file or allow to be filed any request for an Adjustment for any Pre-Distribution Period or Straddle Period if the result would be to increase any liability of Newco or any member of the Newco Group either (A) under this Agreement or (B) for a Post-Distribution Period, in Xxxxxxx’x sole discretioneach case without the prior written consent of Newco, such consent not to be unreasonably withheld, delayed or conditioned. (b) Veralto The carryback of any loss, credit or other Tax Attribute from any Post-Distribution Period shall be in accordance with the provisions of the Code and Treasury Regulations (and applicable state, local or foreign Laws). Except to the extent otherwise consented to by Fox or prohibited by applicable Law, Newco shall, and shall cause each member of the Veralto Newco Group to, make any available elections to waive the right to carry back any Tax Attribute (i) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date Date. In the event that Newco (or the appropriate member of the Newco Group) is prohibited by applicable Law to relinquish, waive or otherwise forgo such a carryback (or Fox consents to such a carryback), Fox will cooperate with Newco at Newco’s expense in seeking (and, to the extent necessary, attempting to obtain the consent of Xxxxxxx under Section 3.8 of the Xxxxxxx TMA) from the appropriate Taxing Authority such Refund as reasonably would result from such carryback, to the extent that such Refund is directly attributable to such carryback and allocable to Newco pursuant to Section 2.6, and shall pay over to Newco the amount of such Refund (iinet of any Taxes imposed by any Taxing Authority on, related to, or attributable to, the receipt of or accrual of such Refund, including any Taxes imposed by way of withholding or offset) within ten (10) days after such Refund is received. (c) Newco shall not, and shall cause each member of the Newco Group not to, without the prior written consent of Fox, make any affirmative election to carry back any Tax Attribute from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date. (c) Veralto shall not, and shall cause each member of the Veralto Group not to, without the prior written consent of Xxxxxxx, make any affirmative election to carry back any Tax Attribute (i) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date or (ii) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date, in each case, such consent not to be exercised in Xxxxxxx’x sole discretionunreasonably withheld, delayed or conditioned. (d) Receipt of consent by Xxxxxxx Newco or a member of the Veralto Newco Group from Xxxxxxx Fox pursuant to the provisions of this Section 3.8 3.7 shall not limit or modify VeraltoNewco’s continuing indemnification obligation pursuant to Article V.

Amended Returns and Carrybacks. (a) Veralto Mallinckrodt shall not, and shall not permit any member of the Veralto Mallinckrodt Group to, file or allow to be filed any request for an Adjustment Request for any taxable period (Pre- Distribution Period or portion thereof) ending on or before the Distribution Date (including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date) without the prior written consent of XxxxxxxCovidien, such consent to be exercised in Xxxxxxx’x Covidien’s sole discretion. (b) Veralto Mallinckrodt shall, and shall cause each member of the Veralto Mallinckrodt Group to, make any available elections to waive the right to carry back any Tax Attribute (i) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date and (ii) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date. (c) Veralto Mallinckrodt shall not, and shall cause each member of the Veralto Mallinckrodt Group not to, without the prior written consent of XxxxxxxCovidien, make any affirmative election to carry back any Tax Attribute (i) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date or (ii) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date, in each case, such consent to be exercised in Xxxxxxx’x Covidien’s sole discretion. (d) Receipt of consent by Xxxxxxx Mallinckrodt or a member of the Veralto Mallinckrodt Group from Xxxxxxx Covidien pursuant to the provisions of this Section 3.8 Article 3.08 shall not limit or modify VeraltoMallinckrodt’s continuing indemnification obligation pursuant to Article V.