Common use of Protective Section 336(e) Election Clause in Contracts

Protective Section 336(e) Election. In connection with the Transactions, Labcorp shall make one or more protective elections under Section 336(e) of the Code and the Treasury Regulations promulgated thereunder (and any corresponding or analogous provisions of state and local Tax Law) with respect to Fortrea and each other member of the Fortrea Group that is a domestic corporation for U.S. federal income tax purposes (a “Section 336(e) Election”). In connection therewith: (a) Labcorp, Fortrea, and their respective Affiliates shall cooperate in making the Section 336(e) Elections, including by filing any statements, amending any Tax Returns, or taking such other actions as are necessary, in Labcorp’s sole and absolute discretion, to carry out the Section 336(e) Elections; (b) if the Distribution fails to qualify (in whole or in part) for the Intended Tax Treatment, and Fortrea or any member of the Fortrea Group realizes an increase in Tax basis as a result of a Section 336(e) Election (a “Section 336(e) Tax Basis”), then the cash Tax savings realized by Fortrea and each member of the Fortrea Group as a result of such Section 336(e) Tax Basis shall be shared between Labcorp and Fortrea in the same proportion as the Taxes giving rise to such Section 336(e) Tax Basis were borne by Labcorp and Fortrea (after giving effect to the indemnification obligations in this Agreement); and (c) to the extent any Section 336(e) Election becomes effective, each Party agrees not to take any position (and to cause each of its Affiliates not to take any position) that is inconsistent with such Section 336(e) Election on any Tax Return, in connection with any Tax Contest, or otherwise, except as may be required by a Final Determination.

Protective Section 336(e) Election. In connection with After the Transactionsdate hereof, Labcorp Xxxxxxxxx shall determine, in its sole and absolute discretion, whether to make one or more a protective elections election under Section 336(e) of the Code and the Treasury Regulations promulgated thereunder (and any corresponding or analogous provisions of state and local Tax Law) in connection with the Distribution with respect to Fortrea WKKC and each other member of the Fortrea WKKC Group that is a domestic corporation for U.S. federal income tax purposes (a “Section 336(e) Election”). In connection therewithIf Xxxxxxxxx determines that a Section 336(e) Election would be beneficial: (a) LabcorpXxxxxxxxx, FortreaWKKC, and their respective Affiliates shall cooperate in making the Section 336(e) ElectionsElection, including by filing any statements, amending any Tax Returns, or taking such other actions as are necessary, in Labcorp’s sole and absolute discretion, reasonably necessary to carry out the Section 336(e) ElectionsElection; (b) if the Distribution fails to qualify (in whole or in part) for the Intended Tax Treatment, Tax-Free Status of the Transactions and Fortrea WKKC or any member of the Fortrea WKKC Group realizes an increase in Tax basis as a result of a the Section 336(e) Election (a the “Section 336(e) Tax Basis”), then the cash Tax savings realized Benefit Actually Realized by Fortrea WKKC and each member of the Fortrea WKKC Group as a result of such the Section 336(e) Tax Basis shall be shared between Labcorp Xxxxxxxxx and Fortrea WKKC in the same proportion as the Taxes giving rise to such the Section 336(e) Tax Basis were borne by Labcorp Xxxxxxxxx and Fortrea WKKC (after giving effect to the indemnification obligations in this Agreement); and (c) to the extent any the Section 336(e) Election becomes effective, each Party agrees not to take any position (and to cause each of its Affiliates not to take any position) that is inconsistent with such the Section 336(e) Election on any Tax Return, in connection with any Tax Contest, or otherwise, except as may be required by a Final Determination.

Protective Section 336(e) Election. In connection with After the Transactionsdate hereof, Labcorp Lilly shall determine, in its sole and absolute discretion, whether to make one or more a protective elections election under Section 336(e) of the Code and the Treasury Regulations promulgated thereunder (and any corresponding or analogous provisions of state and local Tax Law) in connection with the Distribution with respect to Fortrea the Company and each other member of the Fortrea Company Group that is a domestic corporation for U.S. federal income tax Income Tax purposes (a “Section 336(e) Election”). In connection therewithIf Lilly determines that a Section 336(e) Election would be beneficial: (ai) LabcorpLilly, Fortrea, the Company and their respective Affiliates shall cooperate in making the Section 336(e) ElectionsElection, including by filing any statements, amending any Tax Returns, Returns or taking such other actions as are necessary, in Labcorp’s sole and absolute discretion, reasonably necessary to carry out the Section 336(e) ElectionsElection; (bii) if the Distribution fails to qualify (in whole or in part) for the Intended Tax Treatment, Tax-Free Status and Fortrea the Company or any member of the Fortrea Company Group realizes an increase in Tax basis as a result of a the Section 336(e) Election (a the “Section 336(e) Tax Basis”), then the cash Tax savings realized by Fortrea the Company and each member of the Fortrea Company Group as a result of such the Section 336(e) Tax Basis shall be shared between Labcorp Lilly and Fortrea the Company in the same proportion as the Taxes giving rise to such the Section 336(e) Tax Basis were borne by Labcorp Lilly and Fortrea the Company (after giving effect to the indemnification obligations in this Agreement); and (ciii) to the extent any the Section 336(e) Election becomes effective, each Party agrees not to take any position (and to cause each of its Affiliates not to take any position) that is inconsistent with such the Section 336(e) Election on any Tax Return, in connection with any Tax Contest, Contest or otherwise, except as may be required by a Final Determination.

Protective Section 336(e) Election. In connection with the TransactionsNCR shall determine, Labcorp shall in its sole and absolute discretion, whether to make one or more a protective elections election under Section 336(e) of the Code and the Treasury Regulations promulgated thereunder (and any corresponding or analogous provisions of state and local Tax Law) in connection with the Distribution with respect to Fortrea ATMCo and each other member of the Fortrea ATMCo Group that is a domestic corporation for U.S. federal income tax purposes (a “Section 336(e) Election”). In connection therewithIf NCR determines that a Section 336(e) Election would be beneficial: (a) LabcorpNCR, FortreaATMCo, and their respective Affiliates shall cooperate in making the Section 336(e) ElectionsElection, including by filing any statements, amending any Tax Returns, or taking such other actions as are necessary, in Labcorp’s sole and absolute discretion, reasonably necessary to carry out the Section 336(e) ElectionsElection; (b) if the Distribution fails to qualify (in whole or in part) for the Intended Tax Treatment, Treatment and Fortrea ATMCo or any member of the Fortrea ATMCo Group realizes an increase in Tax basis as a result of a the Section 336(e) Election (a the “Section 336(e) Tax Basis”), then the cash Tax savings realized by Fortrea ATMCo and each member of the Fortrea ATMCo Group as a result of such the Section 336(e) Tax Basis shall be shared between Labcorp NCR and Fortrea ATMCo in the same proportion as the Taxes giving rise to such the Section 336(e) Tax Basis were borne by Labcorp NCR and Fortrea ATMCo (after giving effect to the indemnification obligations in this Agreement); and (c) to the extent any the Section 336(e) Election becomes effective, each Party agrees not to take any position (and to cause each of its Affiliates not to take any position) that is inconsistent with such the Section 336(e) Election on any Tax Return, in connection with any Tax Contest, or otherwise, except as may be required by a Final Determination.

Protective Section 336(e) Election. In connection with After the Transactionsdate hereof, Labcorp Xxxxxxxxx shall determine, in its sole and absolute discretion, whether to make one or more a protective elections election under Section 336(e) of the Code and the Treasury Regulations promulgated thereunder (and any corresponding or analogous provisions of state and local Tax Law) in connection with the Distribution with respect to Fortrea WKKC and each other member of the Fortrea WKKC Group that is a domestic corporation for U.S. federal income tax purposes (a “Section 336(e) Election”). In connection therewithIf Xxxxxxxxx determines that a Section 336(e) Election would be beneficial: (a) LabcorpXxxxxxxxx, FortreaWKKC, and their respective Affiliates shall cooperate in making the Section 336(e) ElectionsElection, including by filing any statements, amending any Tax Returns, or taking such other actions as are necessary, in Labcorp’s sole and absolute discretion, reasonably necessary to carry out the Section 336(e) ElectionsElection; (b) if the Distribution fails to qualify (in whole or in part) for the Intended Tax Treatment, Tax-Free Status of the Transactions and Fortrea WKKC or any member of the Fortrea WKKC Group realizes an increase in Tax basis as a result of a the Section 336(e) Election (a the “Section 336(e) Tax Basis”), then the cash Tax savings realized Benefit Actually Realized by Fortrea WKKC and each member of the Fortrea WKKC Group as a result of such the Section 336(e) Tax Basis shall be shared between Labcorp Xxxxxxxxx and Fortrea WKKC in the same proportion as the Taxes giving rise to such the Section 336(e) Tax Basis were borne by Labcorp Xxxxxxxxx and Fortrea WKKC (after giving effect to the indemnification obligations in this Agreement); and and (c) to the extent any the Section 336(e) Election becomes effective, each Party agrees not to take any position (and to cause each of its Affiliates not to take any position) that is inconsistent with such the Section 336(e) Election on any Tax Return, in connection with any Tax Contest, or otherwise, except as may be required by a Final Determination.