Common use of Non-Income Taxes Clause in Contracts

Non-Income Taxes. Except as otherwise provided in this Agreement: (i) Agilent shall be liable for and shall pay or cause to be paid on a timely basis, and pursuant to Article III shall indemnify, defend and hold harmless Verigy from and against, (A) all Non-Income Taxes due with respect to any members of the Agilent/Verigy Tax Group for any Pre-Separation Date Taxable Period or Straddle Period and (B) all Non-Income Taxes due with respect to any Agilent Tax Group Member for any Post-Separation Date Taxable Period; provided, however, that Agilent shall not be liable for or pay, and shall not indemnify or hold harmless Verigy from and against any Transfer Taxes; provided, further, that Verigy, on behalf of the Verigy Tax Group, hereby assumes and agrees to pay directly to or at the direction of Agilent, at least five (5) calendar days prior to the date of payment (including estimated payment) thereof is due, the Non-Income Taxes for any Post-Separation Date Taxable Period (determined pursuant to Section 2.4) which relates to a Verigy Tax Group Member or its business, assets or activities. (ii) Verigy shall be liable for and shall pay or cause to be paid on a timely basis, and pursuant to Article III shall indemnify, defend and hold harmless Agilent from and against, (A) all Taxes due with respect to the Non-Income Tax liability for any Verigy Tax Group Member for any Post-Separation Date Taxable Period and (B) all Transfer Taxes. (iii) Verigy shall be liable for and shall pay on a timely basis, and pursuant to Article III shall indemnify, defend and hold harmless Agilent from and against, all transfer, documentary, sales, use, registration and such other Taxes (excluding any Taxes based on or attributable to income or gains) and related fees (including any penalties, interest, and addition to Tax) arising out of or incurred in connection with the Separation ("Transfer Taxes").

Non-Income Taxes. Except as otherwise provided in this Agreement: (i) Agilent shall be liable for and Conexant shall pay or cause to be paid paid, on a timely basis, and pursuant to Article III shall indemnify, defend and hold harmless Verigy from and against, (A) all Non-Income Taxes due with respect to any the Non-Income Tax liability for (A) all members of the AgilentConexant/Verigy Washington Tax Group (other than Washington or any member of the Washington Tax Group which has never conducted a non-Washington business) for any Pre-Separation Date Distribution Taxable Period or Straddle Period and (B) all Non-Income Taxes due with respect to any Agilent member of the Conexant Tax Group Member for any Post-Separation Date Distribution Taxable Period; provided, however, that Agilent shall not be liable for or pay, and shall not indemnify or hold harmless Verigy from and against any Transfer Taxes; provided, further, that VerigyAlpha, on behalf of the Verigy Washington Tax Group, hereby assumes and agrees to pay directly to or at the direction of AgilentConexant, at least five (5) calendar days prior to the date of payment (including estimated payment) thereof is due, the portion of such Non-Income Taxes for that portion of any Post-Separation Straddle Period which begins on the day after the Distribution Date Taxable Period (determined calculated pursuant to Section 2.42.04) which relates to a Verigy member of the Washington Tax Group Member or its business, assets or activities.; (ii) Verigy shall be liable for and Alpha shall pay or cause to be paid paid, on a timely basis, and pursuant to Article III shall indemnify, defend and hold harmless Agilent from and against, (A) all Taxes due with respect to the Non-Income Tax liability (A) for any Verigy member of the Washington Tax Group Member for any Post-Separation Date Distribution Taxable Period and (B) all Transfer Taxes.for Washington or any member of the Washington Tax Group which has never conducted a non-Washington business for any Pre-Distribution Taxable Period or Straddle Period; and (iii) Verigy shall be liable Conexant agrees that for and all periods prior to the Distribution, it shall pay on or cause Washington and each member of the Washington Tax Group that has never conducted a timely basis, and pursuant non-Washington business to Article III shall indemnify, defend and hold harmless Agilent from and againstpay its respective Non-Income Tax liabilities consistent with the Conexant Tax Group's past practice for paying such Non-Income Tax liabilities. (iv) Notwithstanding any other provision of this Agreement, all transfer, documentary, sales, use, registration and such other Taxes (excluding any Taxes based on or attributable to income or gains) and related fees (including any penalties, interest, and addition to Tax) arising out of or transfer taxes incurred in connection with the Separation ("Transfer Taxes")Contribution, the Distribution and/or the Merger shall be paid in accordance with the provisions of Section 4.09 of the Distribution Agreement.

Non-Income Taxes. Except as otherwise provided in this Agreement: (i) Agilent shall be liable for and Goodrich shall pay or cause to be paid paid, on a timely basis, and pursuant to Article III shall indemnify, defend and hold harmless Verigy from and against, (A) all Non-Income Taxes axx Xxxxx due with respect to any members of the Agilent/Verigy Tax Group for any Pre-Separation Date Taxable Period or Straddle Period and (B) all Non-Income Taxes due with respect to any Agilent Tax Group Member for any Post-Separation Date Taxable Period; provided, however, that Agilent shall not be liable for or pay, and shall not indemnify or hold harmless Verigy from and against any Transfer Taxes; provided, further, that Verigy, on behalf of the Verigy Tax Group, hereby assumes and agrees to pay directly to or at the direction of Agilent, at least five (5) calendar days prior to the date of payment (including estimated payment) thereof is due, the Non-Income Taxes Tax liability for any Postall Pre-Separation Date Distribution Taxable Period (determined pursuant to Section 2.4) Periods and Straddle Periods which relates relate to a Verigy member or members of the Goodrich Tax Group Member or its businesstheir respective businesses, assets or activities.xxxxxxxies; (ii) Verigy shall be liable for and EnPro shall pay or cause to be paid paid, on a timely basis, and pursuant to Article III shall indemnify, defend and hold harmless Agilent from and against, (A) all Taxes due with respect to the Non-Income Tax liability for any Verigy all Pre-Distribution Taxable Periods and Straddle Periods which relate to a member of the EnPro Tax Group Member for any Posta period in which such member conducts or has conducted both an EnPro business and a non-Separation Date EnPro business; provided, however, that Goodrich, on behalf of the Goodrich Tax Group, hereby agrees xx xxx directly to or at the xxxxxtion of EnPro, at least two days prior to the date payment (including estimated payment) thereof is due, the portion of such Non-Income Taxes which (A) relates to a member or members of the Goodrich Tax Group or their respective businesses, assets or activitixx for such Pre-Distribution Taxable Period Periods and Straddle Periods or (B) all Transfer Taxes.results from any Distribution Transaction or Intragroup Transaction; and (iii) Verigy shall be liable for and EnPro shall pay or cause to be paid, on a timely basis, all Non-Income Taxes for all Pre-Distribution Taxable Periods and pursuant Straddle Periods which relate to Article III shall indemnifythe EnPro Tax Group's businesses, defend assets or activities and hold harmless Agilent from and againstare neither the responsibility of Goodrich nor provided for in Section 2.01(d)(ii) above; provided, all transferxxwever, documentarythat Goodrich hereby agrees to pay directly to or at the directiox xx XxXro, sales, use, registration and such other Taxes (excluding any Taxes based on or attributable at least two day prior to income or gains) and related fees the date payment (including any penaltiesestimated payment) thereof is due, interest, and addition to Tax) arising out the portion of or incurred such Non-Income Taxes imposed in connection with any Intragroup Transaction or the Separation ("Transfer Taxes")transactions contemplated by the Transaction Agreements or any other agreement entered into for the purpose of implementing the Distribution.

Non-Income Taxes. Except as otherwise provided in this Agreement: (i) Agilent shall be liable for and shall pay or cause to be paid on a timely basis, and pursuant to Article III shall indemnify, defend and hold harmless Verigy from and against, (A) all Non-Income Taxes due with respect to any members of the Agilent/Verigy Tax Group for any Pre-Separation Date Taxable Period or Straddle Period and (B) all Non-Income Taxes due with respect to any Agilent Tax Group Member for any Post-Separation Date Taxable Period; provided, however, that Agilent shall not be liable for or pay, and shall not indemnify or hold harmless Verigy from and against any Transfer Taxes; provided, further, that Verigy, on behalf of the Verigy Tax Group, hereby assumes and agrees to pay directly to or at the direction of Agilent, at least five (5) calendar days prior to the date of payment (including estimated payment) thereof is due, the Non-Income Taxes for any Post-Separation Date Taxable Period (determined pursuant to Section 2.4) which relates to a Verigy Tax Group Member or its business, assets or activities. (ii) Verigy shall be liable for and shall pay or cause to be paid on a timely basis, and pursuant to Article III shall indemnify, defend and hold harmless Agilent from and against, (A) all Taxes due with respect to the Non-Income Tax liability for any Verigy Tax Group Member for any Post-Separation Date Taxable Period and (B) all Transfer Taxes. (iii) Verigy shall be liable for and shall pay on a timely basis, and pursuant to Article III shall indemnify, defend and hold harmless Agilent from and against, all transfer, documentary, sales, use, registration and such other Taxes (excluding any Taxes based on or attributable to income or gains) and related fees (including any penalties, interest, and addition to Tax) arising out of or incurred in connection with the Separation ("“Transfer Taxes"”).

Non-Income Taxes. Except as otherwise provided in this Agreement: (a) Raytheon shall be responsible for and shall hold the Buyer harmless against all Non-Income Taxes of the RECI Subsidiaries attributable to any Tax period ending on or prior to the Closing Date. With respect to any Non- Income Taxes of the RECI Subsidiaries attributable to any Tax period that includes but ends after the Closing Date, (i) Agilent Raytheon shall be liable responsible for and shall pay hold the Buyer harmless against the Non-Income Taxes of the RECI Subsidiaries attributable to the period prior to and including the Closing Date and (ii) the Buyer shall be responsible for and shall hold Raytheon harmless against the Non-Income Taxes of the RECI Subsidiaries attributable to the period after the Closing Date. (b) Notwithstanding the foregoing, the Buyer and Raytheon shall each bear and be responsible for paying half of any sales, use, transfer, stamp, documentary, registration, business and occupation or similar Tax (including related interest and penalties) ("Transaction Taxes") imposed by any Governmental Entity with respect to the sale of the Purchased Shares and the Acquired RECI Assets to the Buyer, regardless of whether the applicable Taxing authority seeks to collect such Tax from Raytheon or the Buyer. The Buyer shall also be responsible for (i) administering the payment of such Transaction Taxes, (ii) defending or pursuing any proceedings relating thereto, and (iii) paying any expenses related thereto; provided, that Raytheon will reimburse Buyer for -------- half of any reasonable out-of-pocket expenses related thereto that are authorized in advance by Raytheon within thirty (30) days of its receipt of written notice of payment by Buyer. The Buyer shall also give prompt notice to Raytheon of any proceeding relating to Transaction Taxes, shall keep Raytheon reasonably informed of the progress thereof, shall consult Raytheon regarding such proceeding and shall not settle any such proceeding without the written consent of Raytheon, which shall not be unreasonably withheld. Raytheon shall give prompt written notice to the Buyer of any proposed adjustment or assessment of any Transaction Tax with respect to the transaction, or of any examination of said transaction in a sales, use, transfer or similar Tax audit. (c) Buyer shall be responsible for and shall hold the Raytheon harmless against all Non-Income Taxes of the RECI Subsidiaries attributable to any period after the Closing Date. (d) The Buyer shall prepare (or cause to be paid prepared) and (except with respect to RECI) file (or cause to be filed) on a timely basisbasis any Tax Returns for Non-Income Taxes of the RECI Companies that are due (including all applicable extensions) or may be filed after the Closing Date, it being understood that Raytheon shall be responsible for filing (or causing to be filed) such Tax Returns due (including all applicable extensions) through the Closing Date. In the case of returns prepared (or caused to be prepared) by the Buyer for RECI, the Buyer will deliver completed Tax Returns to Raytheon along with the Buyer's share of the Tax payment, if any, shown to be due thereon, no later than five (5) business days before such Tax Returns are due, and pursuant Raytheon hereby agrees to Article III file such Tax Returns no later than five (5) business days after its receipt thereof from Buyer and to pay the Tax payment shown to be due thereon (or the amount received in respect thereof from Buyer, if less). Such Tax Returns shall indemnifybe prepared on a basis consistent with the RECI Companies' prior Tax Returns to the extent permitted under all applicable Tax laws, defend rules and hold harmless Verigy from and against, regulations. The Buyer shall pay (Aor cause to be paid) all Non-Income Taxes shown or required to be shown to be due with respect to any members of on such Tax Returns. To the Agilent/Verigy Tax Group extent that Raytheon is responsible for any Pre-Separation Date Taxable Period or Straddle Period and (B) all portion of such Non-Income Taxes due with respect pursuant to any Agilent Tax Group Member for any Post-Separation Date Taxable Period; providedthis Article 2, however, that Agilent Raytheon shall not be liable for and reimburse the Buyer for that portion of such Non-Income Taxes (excluding any penalties caused by acts or pay, and shall not indemnify or hold harmless Verigy from and against any Transfer Taxes; provided, further, that Verigy, on behalf failures to act of the Verigy Buyer, including without limitation Buyer's preparation (or causing to be prepared) of the applicable Tax Group, hereby assumes and agrees to pay directly to or at Return) in excess of any aggregate reserve for such Non-Income Taxes set forth on the direction of Agilent, at least five Cut-Off Date Balance Sheet (5) calendar days prior as finally adjusted pursuant to the date Purchase Agreement). Any such reimbursement shall occur within ten (10) business days of Raytheon's receipt of notice of payment by the Buyer. (including estimated paymente) thereof is due, the Buyer shall be entitled to all refunds of Non-Income Taxes for any Postwhich it is liable under this Section 2.2, and Raytheon shall be entitled to all refunds of Non-Separation Date Taxable Period (determined pursuant to Income Taxes for which it is liable under this Section 2.4) which relates to a Verigy Tax Group Member or its business, assets or activities2.2. (iif) Verigy shall be liable for and shall pay or cause to be paid on a timely basis, and pursuant to Article III shall indemnify, defend and hold harmless Agilent from and against, (A) all Taxes due with respect to the For any Non-Income Taxes of a RECI Subsidiary based on sales or revenue (other than Transaction Taxes), the allocation of responsibility between Raytheon and the Buyer shall be based on the sales or revenues, as applicable, taken into account in the final Closing Date Balance Sheet. For any real estate Taxes or other property or asset-based Taxes of a RECI Subsidiary (other than Transfer Taxes), the allocation of responsibility between Raytheon and the Buyer shall be based on the number of days the applicable asset was held by the RECI Subsidiary in the applicable Tax period through the Closing Date as compared to the number of days the applicable asset was held by the RECI Subsidiary in the applicable Tax period after the Closing Date. For all other Non-Income Taxes of a RECI Subsidiary, the allocation of responsibility to the Buyer or Raytheon shall be made by reference to the specific asset, activity or payment producing such Tax liability, and if the Tax liability for any Verigy Tax Group Member for any Post-Separation Date Taxable Period and (B) all Transfer Taxes. (iii) Verigy shall cannot practically be liable for and shall pay on a timely basisso allocated, and pursuant to Article III shall indemnify, defend and hold harmless Agilent from and against, all transfer, documentary, sales, use, registration and such other Taxes (excluding any Taxes then pro rata based on the number -------- of days in the applicable Tax period prior to and including the Closing Date as compared to the number of days in the Tax period after the Closing Date, or attributable based on some other method determined jointly by the Buyer and Raytheon to income or gains) and related fees (including any penalties, interest, and addition to Tax) arising out of or incurred in connection with the Separation ("Transfer Taxes")be more appropriate.

Non-Income Taxes. Except as otherwise provided in this Agreement: (i) Agilent shall be liable for and Goodrich shall pay or cause to be paid paid, on a timely basis, and pursuant to Article III shall indemnify, defend and hold harmless Verigy from and against, (A) all Non-Income Taxes xxx Xxxes due with respect to any members of the Agilent/Verigy Tax Group for any Pre-Separation Date Taxable Period or Straddle Period and (B) all Non-Income Taxes due with respect to any Agilent Tax Group Member for any Post-Separation Date Taxable Period; provided, however, that Agilent shall not be liable for or pay, and shall not indemnify or hold harmless Verigy from and against any Transfer Taxes; provided, further, that Verigy, on behalf of the Verigy Tax Group, hereby assumes and agrees to pay directly to or at the direction of Agilent, at least five (5) calendar days prior to the date of payment (including estimated payment) thereof is due, the Non-Income Taxes Tax liability for any Postall Pre-Separation Date Distribution Taxable Period (determined pursuant to Section 2.4) Periods and Straddle Periods which relates relate to a Verigy member or members of the Goodrich Tax Group Member or its businesstheir respective businesses, assets or activities.xx xxxxvities; (ii) Verigy shall be liable for and EnPro shall pay or cause to be paid paid, on a timely basis, and pursuant to Article III shall indemnify, defend and hold harmless Agilent from and against, (A) all Taxes due with respect to the Non-Income Tax liability for any Verigy all Pre-Distribution Taxable Periods and Straddle Periods which relate to a member of the EnPro Tax Group Member for any Posta period in which such member conducts or has conducted both an EnPro business and a non-Separation Date EnPro business; provided, however, that Goodrich, on behalf of the Goodrich Tax Group, hereby agrxxx xx xay directly to or at the xxrection of EnPro, at least two days prior to the date payment (including estimated payment) thereof is due, the portion of such Non-Income Taxes which (A) relates to a member or members of the Goodrich Tax Group or their respective businesses, assets or activxxxxx for such Pre-Distribution Taxable Period Periods and Straddle Periods or (B) all Transfer Taxes.results from any Distribution Transaction or Intragroup Transaction; and (iii) Verigy shall be liable for and EnPro shall pay or cause to be paid, on a timely basis, all Non-Income Taxes for all Pre-Distribution Taxable Periods and pursuant Straddle Periods which relate to Article III shall indemnifythe EnPro Tax Group's businesses, defend assets or activities and hold harmless Agilent from and againstare neither the responsibility of Goodrich nor provided for in Section 2.01(d)(ii) above; provided, all transferhowever, documentarythat Goodrich hereby agrees to pay directly to or at the direcxxxx xx EnPro, sales, use, registration and such other Taxes (excluding any Taxes based on or attributable at least two day prior to income or gains) and related fees the date payment (including any penaltiesestimated payment) thereof is due, interest, and addition to Tax) arising out the portion of or incurred such Non-Income Taxes imposed in connection with any Intragroup Transaction or the Separation ("Transfer Taxes")transactions contemplated by the Transaction Agreements or any other agreement entered into for the purpose of implementing the Distribution.

Non-Income Taxes. Except as otherwise provided in this Agreement: (i) Agilent shall be liable for and Xxxxxxxx shall pay or cause to be paid paid, on a timely basis, and pursuant to Article III shall indemnify, defend and hold harmless Verigy from and against, (A) all Non-Income Taxes due with respect to any members of the Agilent/Verigy Tax Group for any Pre-Separation Date Taxable Period or Straddle Period and (B) all Non-Income Taxes due with respect to any Agilent Tax Group Member for any Post-Separation Date Taxable Period; provided, however, that Agilent shall not be liable for or pay, and shall not indemnify or hold harmless Verigy from and against any Transfer Taxes; provided, further, that Verigy, on behalf of the Verigy Tax Group, hereby assumes and agrees to pay directly to or at the direction of Agilent, at least five (5) calendar days prior to the date of payment (including estimated payment) thereof is due, the Non-Income Taxes for any Post-Separation Date Taxable Period (determined pursuant to Section 2.4) which relates to a Verigy Tax Group Member or its business, assets or activities. (ii) Verigy shall be liable for and shall pay or cause to be paid on a timely basis, and pursuant to Article III shall indemnify, defend and hold harmless Agilent from and against, (A) all Taxes due with respect to the Non-Income Tax liability for any Verigy all Pre-Distribution Taxable Periods and Straddle Periods which relate to a member or members of the Xxxxxxxx Tax Group Member for any Post-Separation Date Taxable Period and (B) all Transfer Taxes.or their respective businesses, assets or activities; (iiiii) Verigy shall be liable for and EnPro shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the Non-Income Tax liability for all Pre-Distribution Taxable Periods and pursuant Straddle Periods which relate to Article III a member of the EnPro Tax Group for a period in which such member conducts or has conducted both an EnPro business and a non-EnPro business; provided, however, that Xxxxxxxx, on behalf of the Xxxxxxxx Tax Group, hereby agrees to pay directly to or at the direction of EnPro, at least two days prior to the date payment (including estimated payment) thereof is due, the portion of such Non-Income Taxes which (A) relates to a member or members of the Xxxxxxxx Tax Group or their respective businesses, assets or activities for such Pre-Distribution Taxable Periods and Straddle Periods or (B) results from any Distribution Transaction or Intragroup Transaction; and (iii) EnPro shall indemnifypay or cause to be paid, defend and hold harmless Agilent from and againston a timely basis, all transferNon- Income Taxes for all Pre-Distribution Taxable Periods and Straddle Periods which relate to the EnPro Tax Group's businesses, documentaryassets or activities and are neither the responsibility of Xxxxxxxx nor provided for in Section 2.02(d)(ii) above; provided, saleshowever, usethat Xxxxxxxx hereby agrees to pay directly to or at the direction of EnPro, registration and such other Taxes (excluding any Taxes based on or attributable at least two day prior to income or gains) and related fees the date payment (including any penaltiesestimated payment) thereof is due, interest, and addition to Tax) arising out the portion of or incurred such Non-Income Taxes imposed in connection with any Intragroup Transaction or the Separation ("Transfer Taxes")transactions contemplated by the Transaction Agreements or any other agreement entered into for the purpose of implementing the Distribution.