Common use of Non-Income Taxes Clause in Contracts

Non-Income Taxes. Except as otherwise provided in this Agreement: (i) Conexant shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the Non-Income Tax liability for (A) all members of the Conexant/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-Distribution Taxable Period or Straddle Period and (B) any member of the Conexant Tax Group for any Post-Distribution Taxable Period; provided, however, that Alpha, on behalf of the Washington Tax Group, hereby assumes and agrees to pay directly to or at the direction of Conexant, at least five days prior to the date payment (including estimated payment) thereof is due, the portion of such Non-Income Taxes for that portion of any Straddle Period which begins on the day after the Distribution Date (calculated pursuant to Section 2.04) which relates to a member of the Washington Tax Group or its business, assets or activities; (ii) Alpha shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the Non-Income Tax liability (A) for any member of the Washington Tax Group for any Post-Distribution Taxable Period and (B) 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) Conexant agrees that for all periods prior to the Distribution, it shall pay or cause Washington and each member of the Washington Tax Group that has never conducted a non-Washington business to pay 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 taxes incurred in connection with the 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) Conexant Agilent shall be liable for and 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 the Non-Income Tax liability for (A) all any members of the ConexantAgilent/Washington Verigy Tax Group (other than Washington or any member of the Washington Tax Group which has never conducted a non-Washington business) for any Pre-Distribution Separation Date Taxable Period or Straddle Period and (B) all Non-Income Taxes due with respect to any member of the Conexant Agilent Tax Group Member for any Post-Distribution Separation Date Taxable Period; provided, however, that AlphaAgilent 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 Washington Verigy Tax Group, hereby assumes and agrees to pay directly to or at the direction of ConexantAgilent, 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 Straddle Post-Separation Date Taxable Period which begins on the day after the Distribution Date (calculated determined pursuant to Section 2.042.4) which relates to a member of the Washington Verigy Tax Group Member or its business, assets or activities;. (ii) Alpha Verigy shall be liable for and 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 member of the Washington Verigy Tax Group Member for any Post-Distribution Separation Date Taxable Period and (B) 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; andall Transfer Taxes. (iii) Conexant agrees that Verigy shall be liable for all periods prior to the Distribution, it and shall pay or cause Washington on a timely basis, and each member of the Washington Tax Group that has never conducted a non-Washington business pursuant to pay 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 AgreementArticle III shall indemnify, defend and hold harmless Agilent from and against, all transfer taxes 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 Contribution, the Distribution and/or the Merger shall be paid in accordance with the provisions of Section 4.09 of the Distribution AgreementSeparation ("Transfer Taxes").

Non-Income Taxes. Except as otherwise provided in this Agreement: (i) Conexant Xxxxxxxx shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the Non-Income Tax liability for (A) all members of the Conexant/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-Distribution Taxable Period or Periods and Straddle Period and (B) any member of the Conexant Tax Group for any Post-Distribution Taxable Period; provided, however, that Alpha, on behalf of the Washington Tax Group, hereby assumes and agrees to pay directly to or at the direction of Conexant, at least five days prior to the date payment (including estimated payment) thereof is due, the portion of such Non-Income Taxes for that portion of any Straddle Period Periods which begins on the day after the Distribution Date (calculated pursuant to Section 2.04) which relates relate to a member or members of the Washington Xxxxxxxx Tax Group or its businesstheir respective businesses, assets or activities; (ii) Alpha EnPro shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the Non-Income Tax liability (A) for any member of the Washington Tax Group for any Post-Distribution Taxable Period and (B) for Washington or any member of the Washington Tax Group which has never conducted a non-Washington business for any all Pre-Distribution Taxable Period Periods and Straddle Periods which relate to 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 PeriodPeriods or (B) results from any Distribution Transaction or Intragroup Transaction; and (iii) Conexant agrees that for all periods prior to the Distribution, it EnPro shall pay or cause Washington to be paid, on a timely basis, all Non- Income Taxes for all Pre-Distribution Taxable Periods and each member of Straddle Periods which relate to the Washington Tax Group that has never conducted a non-Washington business to pay its respective Non-Income Tax liabilities consistent with the Conexant EnPro Tax Group's past practice businesses, assets or activities and are neither the responsibility of Xxxxxxxx nor provided for paying in Section 2.02(d)(ii) above; provided, however, that Xxxxxxxx hereby agrees to pay directly to or at the direction of EnPro, at least two day prior to the date payment (including estimated payment) thereof is due, the portion of such Non-Income Tax liabilities. (iv) Notwithstanding any other provision of this Agreement, all transfer taxes incurred Taxes imposed in connection with any Intragroup Transaction or the Contribution, transactions contemplated by the Distribution and/or Transaction Agreements or any other agreement entered into for the Merger shall be paid in accordance with purpose of implementing the provisions of Section 4.09 of the Distribution AgreementDistribution.

Non-Income Taxes. Except as otherwise provided in this Agreement: (i) Conexant Agilent shall be liable for and 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 the Non-Income Tax liability for (A) all any members of the ConexantAgilent/Washington Verigy Tax Group (other than Washington or any member of the Washington Tax Group which has never conducted a non-Washington business) for any Pre-Distribution Separation Date Taxable Period or Straddle Period and (B) all Non-Income Taxes due with respect to any member of the Conexant Agilent Tax Group Member for any Post-Distribution Separation Date Taxable Period; provided, however, that AlphaAgilent 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 Washington Verigy Tax Group, hereby assumes and agrees to pay directly to or at the direction of ConexantAgilent, 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 Straddle Post-Separation Date Taxable Period which begins on the day after the Distribution Date (calculated determined pursuant to Section 2.042.4) which relates to a member of the Washington Verigy Tax Group Member or its business, assets or activities;. (ii) Alpha Verigy shall be liable for and 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 member of the Washington Verigy Tax Group Member for any Post-Distribution Separation Date Taxable Period and (B) 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; andall Transfer Taxes. (iii) Conexant agrees that Verigy shall be liable for all periods prior to the Distribution, it and shall pay or cause Washington on a timely basis, and each member of the Washington Tax Group that has never conducted a non-Washington business pursuant to pay 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 AgreementArticle III shall indemnify, defend and hold harmless Agilent from and against, all transfer taxes 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 Contribution, the Distribution and/or the Merger shall be paid in accordance with the provisions of Section 4.09 of the Distribution AgreementSeparation (“Transfer Taxes”).

Non-Income Taxes. Except as otherwise provided in this Agreement: (i) Conexant Rockwell shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the Nonnon-Income Tax liability for (A) all members of the Conexant/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-Distribution Taxable Period Periods and Straddle Periods which relate to (A) a member or Straddle Period and members of the Rockwell Tax Group or their respective businesses, assets or activities, (B) any members of each of the Rockwell Tax Group and the Conexant Tax Group or their respective businesses, assets or activities, or (C) a member of the Conexant Tax Group for any Posta period in which such member conducts or has conducted both a Conexant business and a non-Distribution Taxable Period; Conexant business, provided, however, that AlphaConexant, on behalf of the Washington Conexant Tax Group, hereby assumes and agrees to pay directly to or at the direction of ConexantRockwell, at least five two days prior to the date payment (including estimated payment) thereof is due, due the portion of such Nonnon-Income Taxes for that portion of any Straddle Period which begins on the day after the Distribution Date (calculated pursuant to Section 2.04) which relates to a member of the Washington Conexant Tax Group (other than such non-Income Taxes which relate to the Science Center, the Electronic Commerce Division or its the filter products business) or the Conexant business, assets or activities;activities for such Pre-Distribution Taxable Periods and Straddle Periods other than any such non-Income Taxes resulting from any Distribution Transaction; and (ii) Alpha Conexant shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the Nonnon-Income Tax liability (A) Taxes for any member of the Washington Tax Group for any Post-Distribution Taxable Period and (B) for Washington or any member of the Washington Tax Group which has never conducted a non-Washington business for any all Pre-Distribution Taxable Period or Periods and Straddle Period; and (iii) Conexant agrees that for all periods prior Periods which relate to the Distribution, it shall pay or cause Washington and each member of the Washington Tax Group that has never conducted a non-Washington business to pay its respective Non-Income Tax liabilities consistent with the Conexant Tax Group's past practice for paying such NonGroup business, assets or activities which are not the responsibility of the Rockwell Tax Group other than any non-Income Tax liabilities. (iv) Notwithstanding any other provision of this Agreement, all transfer taxes incurred Taxes imposed in connection with the Contribution, transactions contemplated by the Distribution and/or Transaction Agreements or any other agreement entered into for the Merger shall be paid in accordance with purpose of implementing the provisions of Section 4.09 of the Distribution AgreementDistribution.

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) Conexant Raytheon shall be responsible for and shall 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 prepared) and (except with respect to RECI) file (or cause to be filed) on a timely basis 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 Raytheon hereby agrees to 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 be prepared on a basis consistent with the RECI Companies' prior Tax Returns to the extent permitted under all applicable Tax laws, rules and regulations. The Buyer shall pay (or cause to be paid, on a timely basis, ) all Taxes due with respect to the Non-Income Taxes shown or required to be shown to be due on such Tax liability for (A) all members of Returns. To the Conexant/Washington Tax Group (other than Washington or any member of the Washington Tax Group which has never conducted a non-Washington business) extent that Raytheon is responsible for any Pre-Distribution Taxable Period or Straddle Period and (B) any member of the Conexant Tax Group for any Post-Distribution Taxable Period; provided, however, that Alpha, on behalf of the Washington Tax Group, hereby assumes and agrees to pay directly to or at the direction of Conexant, at least five days prior to the date payment (including estimated payment) thereof is due, the portion of such Non-Income Taxes pursuant to this Article 2, Raytheon shall be liable for and reimburse the Buyer for that portion of any Straddle Period which begins on the day after the Distribution Date (calculated pursuant to Section 2.04) which relates to a member of the Washington Tax Group or its business, assets or activities; (ii) Alpha shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the Non-Income Tax liability (A) for any member of the Washington Tax Group for any Post-Distribution Taxable Period and (B) 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) Conexant agrees that for all periods prior to the Distribution, it shall pay or cause Washington and each member of the Washington Tax Group that has never conducted a non-Washington business to pay its respective Non-Income Tax liabilities consistent with the Conexant Tax Group's past practice for paying such Non-Income Taxes (excluding any penalties caused by acts or failures to act of the Buyer, including without limitation Buyer's preparation (or causing to be prepared) of the applicable Tax liabilitiesReturn) in excess of any aggregate reserve for such Non-Income Taxes set forth on the Cut-Off Date Balance Sheet (as finally adjusted pursuant to the Purchase Agreement). Any such reimbursement shall occur within ten (10) business days of Raytheon's receipt of notice of payment by the Buyer. (ive) Notwithstanding Buyer shall be entitled to all refunds of Non-Income Taxes for which it is liable under this Section 2.2, and Raytheon shall be entitled to all refunds of Non-Income Taxes for which it is liable under this Section 2.2. (f) For any Non-Income Taxes of a RECI Subsidiary based on sales or revenue (other provision of this Agreement, all transfer taxes incurred in connection with the Contributionthan Transaction Taxes), the Distribution and/or allocation of responsibility between Raytheon and the Merger Buyer shall be paid based on the sales or revenues, as applicable, taken into account in accordance with the provisions final Closing Date Balance Sheet. For any real estate Taxes or other property or asset-based Taxes of Section 4.09 a RECI Subsidiary (other than Transfer Taxes), the allocation of responsibility between Raytheon and the Distribution AgreementBuyer 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 cannot practically be so allocated, 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 based on some other method determined jointly by the Buyer and Raytheon to be more appropriate.

Non-Income Taxes. Except as otherwise provided in this Agreement: (i) Conexant Goodrich shall pay or cause to be paid, on a timely basis, xxx Xxxes due with respect to the Non-Income Tax liability for all Pre-Distribution Taxable Periods and Straddle Periods which relate to a member or members of the Goodrich Tax Group or their respective businesses, assets xx xxxxvities; (ii) EnPro shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the Non-Income Tax liability for (A) all members of the Conexant/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-Distribution Taxable Period or Periods and Straddle Period and (B) any Periods which relate to a member of the Conexant EnPro Tax Group for any Posta period in which such member conducts or has conducted both an EnPro business and a non-Distribution Taxable PeriodEnPro business; provided, however, that AlphaGoodrich, on behalf of the Washington Goodrich Tax Group, hereby assumes and agrees to pay agrxxx xx xay directly to or at the direction xxrection of ConexantEnPro, at least five two days prior to the date payment (including estimated payment) thereof is due, the portion of such Non-Income Taxes for that portion of any Straddle Period which begins on the day after the Distribution Date (calculated pursuant to Section 2.04A) which relates to a member or members of the Washington Goodrich Tax Group or its businesstheir respective businesses, assets or activities;activxxxxx for such Pre-Distribution Taxable Periods and Straddle Periods or (B) results from any Distribution Transaction or Intragroup Transaction; and (iiiii) Alpha EnPro shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the Non-Income Tax liability (A) Taxes for any member of the Washington Tax Group for any Post-Distribution Taxable Period and (B) for Washington or any member of the Washington Tax Group which has never conducted a non-Washington business for any all Pre-Distribution Taxable Period Periods and Straddle Periods which relate to the EnPro Tax Group's businesses, assets or Straddle Periodactivities and are neither the responsibility of Goodrich nor provided for in Section 2.01(d)(ii) above; and (iii) Conexant provided, however, that Goodrich hereby agrees that for all periods to pay directly to or at the direcxxxx xx EnPro, at least two day prior to the Distributiondate payment (including estimated payment) thereof is due, it shall pay or cause Washington and each member the portion of the Washington Tax Group that has never conducted a non-Washington business to pay 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 taxes incurred Taxes imposed in connection with any Intragroup Transaction or the Contribution, transactions contemplated by the Distribution and/or Transaction Agreements or any other agreement entered into for the Merger shall be paid in accordance with purpose of implementing the provisions of Section 4.09 of the Distribution AgreementDistribution.

Non-Income Taxes. Except as otherwise provided in this Agreement: (i) Conexant shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the Non-Income Tax liability for (A) all members of the Conexant/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-Distribution Taxable Period or Straddle Period and (B) any member of the Conexant Tax Group for any Post-Distribution Taxable Period; provided, however, that Alpha, on behalf of the Washington Tax Group, hereby assumes and agrees to pay directly to or at the direction of Conexant, at least five days prior to the date payment (including estimated payment) thereof is due, the portion of such Non-Income Taxes for that portion of any Straddle Period which begins on the day after the Distribution Date (calculated pursuant to Section 2.04) which relates to a member of the Washington Tax Group or its business, assets or activities; (ii) Alpha shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the Non-Income Tax liability (A) for any member of the Washington Tax Group for any Post-Distribution Taxable Period and (B) 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) Conexant agrees that for all periods prior to the Distribution, it shall pay or cause Washington and each member of the Washington Tax Group that has never conducted a non-Washington business to pay 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 taxes incurred in connection with the 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) Conexant Goodrich shall pay or cause to be paid, on a timely basis, axx Xxxxx due with respect to the Non-Income Tax liability for all Pre-Distribution Taxable Periods and Straddle Periods which relate to a member or members of the Goodrich Tax Group or their respective businesses, assets or xxxxxxxies; (ii) EnPro shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the Non-Income Tax liability for (A) all members of the Conexant/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-Distribution Taxable Period or Periods and Straddle Period and (B) any Periods which relate to a member of the Conexant EnPro Tax Group for any Posta period in which such member conducts or has conducted both an EnPro business and a non-Distribution Taxable PeriodEnPro business; provided, however, that AlphaGoodrich, on behalf of the Washington Goodrich Tax Group, hereby assumes and agrees to pay xx xxx directly to or at the direction xxxxxtion of ConexantEnPro, at least five two days prior to the date payment (including estimated payment) thereof is due, the portion of such Non-Income Taxes for that portion of any Straddle Period which begins on the day after the Distribution Date (calculated pursuant to Section 2.04A) which relates to a member or members of the Washington Goodrich Tax Group or its businesstheir respective businesses, assets or activities;activitixx for such Pre-Distribution Taxable Periods and Straddle Periods or (B) results from any Distribution Transaction or Intragroup Transaction; and (iiiii) Alpha EnPro shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the Non-Income Tax liability (A) Taxes for any member of the Washington Tax Group for any Post-Distribution Taxable Period and (B) for Washington or any member of the Washington Tax Group which has never conducted a non-Washington business for any all Pre-Distribution Taxable Period Periods and Straddle Periods which relate to the EnPro Tax Group's businesses, assets or Straddle Periodactivities and are neither the responsibility of Goodrich nor provided for in Section 2.01(d)(ii) above; and (iii) Conexant provided, xxwever, that Goodrich hereby agrees that for all periods to pay directly to or at the directiox xx XxXro, at least two day prior to the Distributiondate payment (including estimated payment) thereof is due, it shall pay or cause Washington and each member the portion of the Washington Tax Group that has never conducted a non-Washington business to pay 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 taxes incurred Taxes imposed in connection with any Intragroup Transaction or the Contribution, transactions contemplated by the Distribution and/or Transaction Agreements or any other agreement entered into for the Merger shall be paid in accordance with purpose of implementing the provisions of Section 4.09 of the Distribution AgreementDistribution.