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

Protective Section 336(e) Elections. (a) The Parties shall, at J&J’s election, timely enter into a written, binding agreement (within the meaning of Section 1.336-2(h)(1)(i) of the Regulations) to make a Protective Section 336(e) Election with respect to the Distribution or certain Internal Transactions as J&J chooses. J&J shall timely make such Protective Section 336(e) Elections and timely file such forms as may be contemplated by applicable Tax Law or administrative practice to effect such Protective Section 336(e) Elections and shall have the exclusive right to prepare and file (i) the relevant purchase price allocation and any corresponding IRS Form 8883 (or any successor thereto) and (ii) any similar forms required or permitted to be filed under U.S. state or local Law in connection with such Protective Section 336(e) Elections. Kenvue will cooperate with J&J to facilitate the making of such election. (b) To the extent J&J makes any Protective Section 336(e) Elections, the Parties shall not, and shall not permit any of their respective Affiliates to, take any position for Tax purposes inconsistent with any of the Protective Section 336(e) Elections, except as may be required pursuant to a Determination. (c) If Kenvue realizes a Tax benefit from the step-up in tax basis resulting from a failure of one or more of the Transactions to qualify (in whole or in part) for its Intended Tax Treatment and a Protective Section 336(e) Election, Kenvue shall make quarterly payments to J&J equal to (i) the actual Tax savings, as and when realized, arising from such step-up in tax basis, determined on a “with and without” basis (treating any deductions or amortization attributable to such step-up in tax basis resulting from such Protective Section 336(e) Election as the last items claimed for any taxable period, including after the utilization of any available net operating loss carryforwards), net of any reasonable administrative costs and other reasonable out-of-pocket expenses necessary to secure the Tax savings multiplied by (ii) the J&J Transaction Tax Percentage of any Transaction Taxes resulting from such failure of one or more of the Transactions to qualify (in whole or in part) for its Intended Tax Treatment.

Appears in 4 contracts

Samples: Tax Matters Agreement (Kenvue Inc.), Tax Matters Agreement (Johnson & Johnson), Tax Matters Agreement (Kenvue Inc.)

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Protective Section 336(e) Elections. (a) The Parties shall, at J&JSelect’s election, timely enter into a written, binding agreement (within the meaning of Section 1.336-2(h)(1)(i) of the Regulations) to make a Protective Section 336(e) Election with respect to the Distribution or certain Internal Transactions as J&J choosesDistribution. J&J Select shall timely make such Protective Section 336(e) Elections Election and timely file such forms as may be contemplated by applicable Tax Law or administrative practice to effect such Protective Section 336(e) Elections Election and shall have the exclusive right to prepare and file (i) the relevant purchase price allocation and any corresponding IRS Form 8883 (or any successor thereto) and (ii) any similar forms required or permitted to be filed under U.S. state or local Law in connection with such Protective Section 336(e) ElectionsElection. Kenvue Concentra will cooperate with J&J Select to facilitate the making of such election. (b) To the extent J&J Select makes any Protective Section 336(e) ElectionsElection, the Parties shall not, and shall not permit any of their respective Affiliates to, take any position for Tax purposes inconsistent with any of the such Protective Section 336(e) ElectionsElection, except as may be required pursuant to a Determination. (c) If Kenvue Concentra realizes a Tax benefit from the step-up in tax basis resulting from a failure of one or more of the Transactions Distribution to qualify (in whole or in part) for its the Intended Tax Treatment and a Protective Section 336(e) ElectionElection is made with respect to the Distribution, Kenvue Concentra shall make quarterly payments to J&J Select equal to (i) the actual Tax savings, as and when realized, arising from such step-up in tax basis, determined on a “with and without” basis (treating any deductions or amortization attributable to such step-up in tax basis resulting from such Protective Section 336(e) Election as the last items claimed for any taxable period, including after the utilization of any available net operating loss carryforwards), net of any reasonable administrative costs and other reasonable out-of-pocket expenses necessary to secure the Tax savings multiplied by (ii) the J&J Select Transaction Tax Percentage of any Transaction Taxes resulting from such failure of one or more of the Transactions Distribution to qualify (in whole or in part) for its the Intended Tax Treatment.

Appears in 4 contracts

Samples: Tax Matters Agreement (Select Medical Holdings Corp), Tax Matters Agreement (Concentra Group Holdings Parent, Inc.), Tax Matters Agreement (Concentra Group Holdings Parent, Inc.)

Protective Section 336(e) Elections. (a) The Parties Companies shall, at J&JAshland Global’s election, timely enter into a written, binding agreement (within the meaning of Section 1.336-2(h)(1)(i2(h) of the Regulations) to make a any Protective Section 336(e) Election with respect that Ashland Global chooses (it being understood, for the avoidance of doubt, that such Protective Section 336(e) Elections shall have a tax effect on the Companies only if (x) Section 355(d) or 355(e) of the Code applies to any Transaction or (y) any Transaction otherwise fails its Intended Tax Treatment to qualify for nonrecognition treatment under Section 355(c) of the Distribution or certain Internal Transactions as J&J choosesCode). J&J Ashland Global shall timely make such Protective Section 336(e) Elections and timely file such forms as may be contemplated by applicable Tax tax Law or administrative practice to effect such Protective Section 336(e) Elections and shall have the exclusive right to prepare and file (i) the relevant purchase price allocation and any corresponding IRS Form 8883 (or any successor thereto) and (ii) any similar forms required or permitted to be filed under U.S. state or local Law in connection with such Protective Section 336(e) Elections. Kenvue will cooperate with J&J to facilitate the making of such election. (b) To the extent J&J makes any Protective such Transaction constitutes a “qualified stock disposition” (as defined in Section 336(e1.336-1(b)(6) Electionsof the Regulations) pursuant to a Determination, the Parties Companies shall not, not and shall not permit any of their respective Affiliates to, take any position for Tax tax purposes inconsistent with any of the Protective Section 336(e) Elections, except as may be required pursuant to a Determination. (c) If Kenvue realizes a Tax benefit from the step-up in tax basis resulting from there is a failure of one or more of the Transactions to qualify (in whole or in part) for its Intended Tax Treatment and and, as a consequence, a relevant Protective Section 336(e) ElectionElection results in a step-up in the basis of any asset of the Valvoline Group, Kenvue then Valvoline shall make quarterly payments to J&J Ashland Global equal to (i) the actual Tax tax savings, if, as and when realized, arising from such step-up in tax basis, determined on a “with and without” basis (treating any deductions or amortization attributable to such step-up in tax basis resulting from such Protective Section 336(e) Election as the last items claimed for any taxable period, including after the utilization of any available net operating loss carryforwards), net of any and less a reasonable charge for administrative costs expenses and other reasonable out-of-pocket expenses necessary to secure the Tax tax savings multiplied by (ii) the J&J Ashland Global Transaction Tax Percentage of any Transaction Taxes resulting from such failure of one or more of the Transactions to qualify (in whole or in part) for its Intended Tax Treatment.

Appears in 3 contracts

Samples: Tax Matters Agreement (Ashland LLC), Tax Matters Agreement (Valvoline Inc), Tax Matters Agreement (Valvoline Inc)

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Protective Section 336(e) Elections. (a) The Parties Companies shall, at J&JAshland Global’s election, timely enter into a written, binding agreement (within the meaning of Section 1.336-2(h)(1)(i2(h) of the Regulations) to make a any Protective Section 336(e) Election with respect that Ashland Global chooses (it being understood, for the avoidance of doubt, that such Protective Section 336(e) Elections shall have a tax effect on the Companies only if (x) Section 355(d) or 355(e) of the Code applies to any Transaction or (y) any Transaction otherwise fails its Intended Tax Treatment to qualify for nonrecognition treatment under Section 355(c) of the Distribution or certain Internal Transactions as J&J choosesCode). J&J Ashland Global shall timely make such Protective Section 336(e) Elections and timely file such forms as may be contemplated by applicable Tax tax Law or administrative practice to effect such Protective Section 336(e) Elections and shall have the exclusive right to prepare and file (i) the relevant purchase price allocation and any corresponding IRS Form 8883 (or any successor thereto) and (ii) any similar forms required or permitted to be filed under U.S. state or local Law in connection with such Protective Section 336(e) Elections. Kenvue will cooperate with J&J to facilitate the making of such election. (b) To the extent J&J makes any Protective such Transaction constitutes a “qualified stock disposition” (as defined in Section 336(e1.336-1(b)(6) Electionsof the Regulations) pursuant to a Determination, the Parties Companies shall not, and shall not permit any of their respective Affiliates to, take any position for Tax tax purposes inconsistent with any of the Protective Section 336(e) Elections, except as may be required pursuant to a Determination. (c) If Kenvue realizes a Tax benefit from the step-up in tax basis resulting from there is a failure of one or more of the Transactions to qualify (in whole or in part) for its Intended Tax Treatment and and, as a consequence, a relevant Protective Section 336(e) ElectionElection results in a step-up in the basis of any asset of the Valvoline Group, Kenvue then Valvoline shall make quarterly payments to J&J Ashland Global equal to (i) the actual Tax tax savings, if, as and when realized, arising from such step-up in tax basis, determined on a “with and without” basis (treating any deductions or amortization attributable to such step-up in tax basis resulting from such Protective Section 336(e) Election as the last items claimed for any taxable period, including after the utilization of any available net operating loss carryforwards), net of any and less a reasonable charge for administrative costs expenses and other reasonable out-of-pocket expenses necessary to secure the Tax tax savings multiplied by (ii) the J&J Ashland Global Transaction Tax Percentage of any Transaction Taxes resulting from such failure of one or more of the Transactions to qualify (in whole or in part) for its Intended Tax Treatment.

Appears in 1 contract

Samples: Tax Matters Agreement (Valvoline Inc)

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