Common use of Payments by Dover to Xxxxxxx Clause in Contracts

Payments by Dover to Xxxxxxx. If as a result of a Determination, any adjustment shall be made to any Tax Return for a taxable period relating, in whole or in part, to Tax for which any member of the Xxxxxxx Group is responsible, and if such adjustment results in both (x) a Tax Detriment to any member of the Xxxxxxx Group for the taxable period and (y) a Tax Benefit to any member of the Dover Group for any taxable period, then Dover shall pay to Xxxxxxx an amount equal to the lesser of the Tax Benefit for such taxable period and the Corresponding Portion of the Tax Detriment. For the avoidance of doubt, this Section 2.02(b)(ii) shall apply to any adjustment under Section 482 of the Code or any similar provisions by any Tax Authority increasing the amount of payments received or deemed received by any member of the Xxxxxxx Group from any member of the Dover Group. For purposes of determining the Tax Benefit, the Tax Benefit shall be calculated based solely on the Tax Benefit realized by the relevant Dover Group member directly affected by the Determination.

Appears in 4 contracts

Samples: Tax Matters Agreement (Knowles Corp), Tax Matters Agreement (DOVER Corp), Tax Matters Agreement (Knowles Corp)

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