Common use of Payment Mechanics Clause in Contracts

Payment Mechanics. (a) All payments under this Agreement shall be made by Parent directly to SpinCo and by SpinCo directly to Parent; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Parent Group, on the one hand, may make such indemnification payment to any member of the SpinCo Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 5.4. (b) In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms or other reasonable evidence of payment).

Appears in 11 contracts

Samples: Tax Matters Agreement (GE Vernova Inc.), Tax Matters Agreement (General Electric Co), Tax Matters Agreement (GE Vernova LLC)

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Payment Mechanics. (a) All payments under this Agreement shall be made by Parent Remainco directly to SpinCo Spinco and by SpinCo Spinco directly to ParentRemainco; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Parent Remainco Group, on the one hand, may make such indemnification payment to any member of the SpinCo Spinco Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 5.4. (b) In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms or other reasonable evidence of payment).

Appears in 4 contracts

Samples: Tax Matters Agreement (CXApp Inc.), Tax Matters Agreement (Inpixon), Tax Matters Agreement (OmniAb, Inc.)

Payment Mechanics. (a) All payments under this Agreement shall be made by Parent directly to SpinCo Centuri and by SpinCo Centuri directly to Parent; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Parent Group, on the one hand, may make such indemnification payment to any member of the SpinCo GroupCenturi Group member, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 5.4. (b) In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms or other reasonable evidence of payment).

Appears in 4 contracts

Samples: Tax Matters Agreement (Southwest Gas Holdings, Inc.), Tax Matters Agreement (Centuri Holdings, Inc.), Tax Matters Agreement (Centuri Holdings, Inc.)

Payment Mechanics. (a) All payments under this Agreement shall be made by Parent Xxxxxxx directly to SpinCo Veralto and by SpinCo Veralto directly to ParentXxxxxxx; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Parent Xxxxxxx Group, on the one hand, may make such indemnification payment to any member of the SpinCo Veralto Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section Article 5.4. (b) In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms or other reasonable evidence of payment).

Appears in 4 contracts

Samples: Tax Matters Agreement (Veralto Corp), Tax Matters Agreement (Danaher Corp /De/), Tax Matters Agreement (Veralto Corp)

Payment Mechanics. (a) All payments under this Agreement shall be made by Parent Flex directly to SpinCo NewCo and by SpinCo NewCo directly to ParentFlex; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Parent Flex Group, on the one hand, may make such indemnification payment to any member of the SpinCo NewCo Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 5.4. (b) In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms or other reasonable evidence of payment).

Appears in 4 contracts

Samples: Tax Matters Agreement (Flex Ltd.), Tax Matters Agreement (Nextracker Inc.), Tax Matters Agreement (Nextracker Inc.)

Payment Mechanics. (a) All payments under this Agreement shall be made by Parent Fortive directly to SpinCo Vontier and by SpinCo Vontier directly to ParentFortive; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Parent Fortive Group, on the one hand, may make such indemnification payment to any member of the SpinCo Vontier Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 5.4. (b) In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms or other reasonable evidence of payment).

Appears in 3 contracts

Samples: Tax Matters Agreement (Vontier Corp), Tax Matters Agreement (Vontier Corp), Tax Matters Agreement (Vontier Corp)

Payment Mechanics. (a) All payments under this Agreement shall be made by Parent directly to SpinCo and by SpinCo directly to Parent; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Parent Group, on the one hand, may make such indemnification payment to any member of the SpinCo Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 5.4. (b) In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms or other reasonable evidence of payment). (c) It is intended that the provisions of this Agreement shall not result in a duplicative payment of any amount required to be paid under the Separation Agreement or any other Ancillary Agreement, and this Agreement shall be construed accordingly.

Appears in 2 contracts

Samples: Tax Matters Agreement (Phinia Inc.), Tax Matters Agreement (Phinia Inc.)

Payment Mechanics. (a) All Subject to Section 10.7, all payments under this Agreement shall be made by Parent Fox directly to SpinCo Newco and by SpinCo Newco directly to ParentFox; provided, however, that if the Parties mutually agree with respect to Party receiving any such indemnification payment, any payment under this Agreement may designate a member of its Group to receive such payment on its behalf, and the Parent Group, on the one hand, Party making any payment under this Agreement may designate a member of its Group to make such indemnification payment to any member of the SpinCo Group, on the other hand, and vice versaits behalf. All indemnification payments shall be treated in the manner described in Section 5.4. (b) In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms or other reasonable evidence of payment).

Appears in 2 contracts

Samples: Tax Matters Agreement (Altra Industrial Motion Corp.), Tax Matters Agreement (Altra Industrial Motion Corp.)

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Payment Mechanics. (a) All payments under this Agreement shall be made by Parent NCR directly to SpinCo ATMCo and by SpinCo ATMCo directly to ParentNCR; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Parent NCR Group, on the one hand, may make such indemnification payment to any member of the SpinCo ATMCo Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 5.4. (b) In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms or other reasonable evidence of payment).

Appears in 2 contracts

Samples: Tax Matters Agreement (NCR Atleos Corp), Tax Matters Agreement (NCR ATMCo, LLC)

Payment Mechanics. (a) All payments under this Agreement shall be made by Parent Xxxxxxx directly to SpinCo Envista and by SpinCo Envista directly to ParentXxxxxxx; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Parent Xxxxxxx Group, on the one hand, may make such indemnification payment to any member of the SpinCo Envista Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section Article 5.4. (b) In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms or other reasonable evidence of payment).

Appears in 2 contracts

Samples: Tax Matters Agreement (Envista Holdings Corp), Tax Matters Agreement (Envista Holdings Corp)

Payment Mechanics. (a) All payments under this Agreement shall be made by Parent WDC directly to SpinCo Spinco and by SpinCo Spinco directly to ParentWDC; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Parent WDC Group, on the one hand, may make such indemnification payment to any member of the SpinCo Spinco Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 5.4. (b) In the case of any payment of Taxes made by a Responsible Preparing Party or Indemnitee pursuant to this Agreement for which such Responsible Preparing Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Preparing Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms or other reasonable evidence of payment).

Appears in 1 contract

Samples: Tax Matters Agreement (Sandisk Corp)

Payment Mechanics. (a) All payments under this Agreement shall be made by Parent directly to SpinCo Twin Hospitality and by SpinCo Twin Hospitality directly to Parent; provided, however, that that, if the Parties mutually agree with respect to any such indemnification payment, any member of the Parent Group, on the one hand, may make such indemnification payment to any member of the SpinCo GroupTwin Group member, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 5.4. (b) In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms or other reasonable evidence of payment).

Appears in 1 contract

Samples: Tax Matters Agreement (Twin Hospitality Group Inc.)

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