Common use of Exclusivity of Tax Matters Clause in Contracts

Exclusivity of Tax Matters. Notwithstanding any other provision of this Agreement, the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein. If there is a conflict between any provision of this Agreement, the Separation Agreement or of any other Ancillary Agreement (other than the Tax Matters Agreement), on the one hand, and the Tax Matters Agreement, on the other hand, and such provisions relate to matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall control.

Appears in 10 contracts

Samples: WBS License Agreement (Worthington Enterprises, Inc.), Employee Matters Agreement (Worthington Enterprises, Inc.), Steel Supply and Services Agreement (Worthington Enterprises, Inc.)

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Exclusivity of Tax Matters. Notwithstanding any other provision of this Agreement, the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein. If there is a conflict between any provision of this Agreement, the Separation Agreement or of any other Ancillary Agreement (other than the Tax Matters Agreement), on the one hand, and the Tax Matters Agreement, on the other hand, and such provisions relate to matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall control.

Appears in 4 contracts

Samples: Intellectual Property Matters Agreement (Enovis CORP), Ebs License Agreement (Enovis CORP), Ebs License Agreement (ESAB Corp)

Exclusivity of Tax Matters. Notwithstanding any other provision of this AgreementAgreement (other than Sections 4.2(c) and 5.5(g)), the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein. If there is a conflict between any provision of this Agreement, the Separation Agreement or of any other an Ancillary Agreement (other than the Tax Matters Agreement), on the one hand, and the Tax Matters Agreement, on the other hand, and such provisions relate to matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall control.

Appears in 4 contracts

Samples: Separation and Distribution Agreement (GRAIL, Inc.), Separation and Distribution Agreement (Illumina, Inc.), Separation and Distribution Agreement (Grail, LLC)

Exclusivity of Tax Matters. Notwithstanding any other provision of this AgreementAgreement (but subject to Section 3.2), the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein. If there is a conflict between any provision of this Agreement, the Separation Agreement or of any other Ancillary Agreement (other than the Tax Matters Agreement), on the one hand, Section 3.2) and the Tax Matters Agreement, on the other hand, and such provisions relate to matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall control.

Appears in 2 contracts

Samples: Transition Services Agreement (Enovis CORP), Transition Services Agreement (ESAB Corp)

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Exclusivity of Tax Matters. Notwithstanding any other provision of this Agreement, the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein. If there is a conflict between any provision of this Agreement, the Separation Agreement or of any other Ancillary Agreement (other than the Tax Matters Agreement), on the one hand, and the Tax Matters Agreement, on the other hand, and such provisions relate to matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall control.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Realty Income Corp), Separation and Distribution Agreement (Orion Office REIT Inc.)

Exclusivity of Tax Matters. Notwithstanding any other provision of this AgreementAgreement (but subject to Section 4.2), the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein. If there is a conflict between any provision of this Agreement, the Separation Agreement or of any other Ancillary Agreement (other than the Tax Matters Agreement), on the one hand, and the Tax Matters Agreement, on the other hand, and such provisions relate to matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall control.

Appears in 2 contracts

Samples: Transition Services Agreement (Worthington Enterprises, Inc.), Transition Services Agreement (Worthington Steel, Inc.)

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