Consistent Treatment. Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (i) the treatment of payments between the Parent Group and the SpinCo Group as set forth in Section 5.4, (ii) the Tax Materials or (iii) the Intended Tax Treatment.
Appears in 11 contracts
Samples: Tax Matters Agreement (General Electric Co), Tax Matters Agreement (GE Vernova Inc.), Tax Matters Agreement (GE Vernova LLC)
Consistent Treatment. Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (ia) the treatment of payments between the Parent Remainco Group and the SpinCo Spinco Group as set forth in Section 5.4, (iib) the Tax Materials or (iiic) the Intended Tax TreatmentTax-Free Status of the Transactions.
Appears in 6 contracts
Samples: Tax Matters Agreement (Inpixon), Tax Matters Agreement (CXApp Inc.), Tax Matters Agreement (OmniAb, Inc.)
Consistent Treatment. Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise otherwise, that is inconsistent with (ia) the treatment of payments between the Parent Air Products Group and the SpinCo Versum Group as set forth in Section 5.4, (ii) the Tax Materials or (iiib) the Intended Tax Treatment.
Appears in 5 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (Air Products & Chemicals Inc /De/), Tax Matters Agreement (Versum Materials, Inc.)
Consistent Treatment. Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest Contest, or otherwise that is inconsistent with (i) the treatment of payments between the Parent Labcorp Group and the SpinCo Fortrea Group as set forth in Section 5.45.04, (ii) the Tax Materials Materials, or (iii) the Intended Tax TreatmentTreatment of the Transactions.
Appears in 4 contracts
Samples: Tax Matters Agreement (Fortrea Holdings Inc.), Tax Matters Agreement (Laboratory Corp of America Holdings), Tax Matters Agreement (Fortrea Holdings Inc.)
Consistent Treatment. Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (ia) the treatment of payments between the Parent Xxxxxxx Group and the SpinCo Veralto Group as set forth in Section 5.4, 5.4 or (iib) the Tax Materials or (iii) Tax-Free Status of the Intended Tax TreatmentTransactions.
Appears in 4 contracts
Samples: Tax Matters Agreement (Danaher Corp /De/), Tax Matters Agreement (Veralto Corp), Tax Matters Agreement (Veralto Corp)
Consistent Treatment. Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise otherwise, that is inconsistent with (ia) the treatment of payments between the Parent KAR Group and the SpinCo Spinco Group as set forth in Section 5.4, (ii) the Tax Materials or (iiib) the Intended Tax Treatment.
Appears in 4 contracts
Samples: Tax Matters Agreement (IAA, Inc.), Tax Matters Agreement (KAR Auction Services, Inc.), Tax Matters Agreement (IAA Spinco Inc.)
Consistent Treatment. Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (ia) the treatment allocation of payments Taxes and any Tax Items (including, without limitation, any Spinco Tax Asset) between the Parent DHC Group and the SpinCo Spinco Group as set forth in Section 5.4this Agreement, (iib) the Tax Materials Opinion, or (iiic) the Intended Tax Treatmenttreatment of any transaction described in the Reorganization Agreement.
Appears in 3 contracts
Samples: Tax Sharing Agreement (Ascent Media CORP), Tax Sharing Agreement (Ascent Media CORP), Tax Sharing Agreement (Discovery Communications, Inc.)
Consistent Treatment. Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (ia) the treatment of payments between the Parent Fortive Group and the SpinCo Vontier Group as set forth in Section 5.4, (iib) the Tax Materials or (iiic) the Intended Tax TreatmentTax-Free Status of the Transactions.
Appears in 3 contracts
Samples: Tax Matters Agreement (Vontier Corp), Tax Matters Agreement (Vontier Corp), Tax Matters Agreement (Vontier Corp)
Consistent Treatment. Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest Contest, or otherwise that is inconsistent with (i) the treatment of payments between the Parent Group and the SpinCo Group as set forth in Section 5.4, (ii) the Tax Materials Materials, or (iii) the Intended Tax TreatmentTax-Free Status of the Transactions.
Appears in 2 contracts
Samples: Tax Matters Agreement (Embecta Corp.), Tax Matters Agreement (Embecta Corp.)
Consistent Treatment. Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (ia) the treatment of payments between the Parent Group and the SpinCo Group as set forth in Section 5.4, (iib) the Tax Materials Opinion, or (iiic) the Intended Tax Treatmenttreatment of any transaction included in the Internal Reorganization as set forth in the Separation and Distribution Agreement.
Appears in 2 contracts
Samples: Tax Matters Agreement (N-Able, Inc.), Tax Matters Agreement (N-Able, LLC)
