Common use of Restrictions Relating to the Distribution Clause in Contracts

Restrictions Relating to the Distribution. (a) Vontier, on behalf of itself and all other members of the Vontier Group, hereby covenants and agrees that no member of the Vontier Group will take, fail to take, or permit to be taken: (i) any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in the Tax Materials or (ii) any action which constitutes a Vontier Disqualifying Action. (b) During the Restricted Period, Vontier: (i) shall continue and cause to be continued the active conduct of the Vontier Business for purposes of Section 355(b)(2) of the Code, taking into account Section 355(b)(3) of the Code, as conducted immediately prior to the Distribution, (ii) shall not voluntarily dissolve or liquidate itself or any of its Affiliates (including any action that is a liquidation for U.S. federal income tax purposes), (iii) shall not (1) enter into any Proposed Acquisition Transaction or, to the extent Vontier has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur, (2) redeem or otherwise repurchase (directly or through an Affiliate) any stock, or rights to acquire stock except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (3) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the relative voting rights of its capital stock (including through the conversion of any capital stock into another class of capital stock), (4) merge or consolidate with any other Person or (5) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Tax Materials) which in the aggregate would, when combined with any other direct or indirect changes in ownership of Vontier capital stock pertinent for purposes of Section 355(e) of the Code, have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a fifty percent (50%) or greater interest in Vontier or would reasonably be expected to result in a failure to preserve the Tax-Free Status of the Transactions; and (iv) shall not and shall not permit any member of the Vontier Group, to sell, transfer, or otherwise dispose of or agree to, sell, transfer or otherwise dispose (including in any transaction treated for U.S. federal income tax purposes as a sale, transfer or disposition) of assets (including, any shares of capital stock of a Subsidiary) that, in the aggregate, constitute more than twenty (20%) of the consolidated gross assets of Vontier or the Vontier Group. The foregoing sentence shall not apply to (1) sales, transfers, or dispositions of assets in the ordinary course of business, (2) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (3) any assets transferred to a Person that is disregarded as an entity separate from the transferor for U.S. federal income tax purposes or (4) any mandatory or optional repayment (or pre-payment) of any indebtedness of Vontier or any member of the Vontier Group. The percentages of gross assets or consolidated gross assets of Vontier or the Vontier Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of Vontier and the members of the Vontier Group as of the Distribution Date. For purposes of this Section 4.2(b)(iv), a merger of Vontier or one of its Subsidiaries with and into any Person that is not a wholly owned Subsidiary of Vontier shall constitute a disposition of all of the assets of Vontier or such Subsidiary. (c) Notwithstanding the restrictions imposed by Section 4.2(a) and (b), Vontier or a member of the Vontier Group may take any of the actions or transactions described therein if Vontier either (i) obtains an Unqualified Tax Opinion in form and substance reasonably satisfactory to Fortive or (ii) obtains the prior written consent of Fortive waiving the requirement that Vontier obtain an Unqualified Tax Opinion, such waiver to be provided in Fortive’s sole and absolute discretion. Fortive’s evaluation of an Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such opinion. Vontier shall bear all costs and expenses of securing any such Unqualified Tax Opinion and shall reimburse Fortive for all reasonable out-of-pocket expenses that Fortive or any of its Affiliates may incur in good faith in seeking to obtain or evaluate any such Unqualified Tax Opinion. Neither the delivery of an Unqualified Tax Opinion nor Fortive’s waiver of Vontier’s obligation to deliver an Unqualified Tax Opinion shall limit or modify Vontier’s continuing indemnification obligation pursuant to Article V.

Restrictions Relating to the Distribution. (a) VontierFiltration, on behalf of itself and all other members of the Vontier Filtration Group, hereby covenants and agrees that no member of the Vontier Filtration Group will take, fail to take, or permit to be taken: (i) taken any action where such action or failure to act (i) would be inconsistent with or cause to be untrue any statement, information, covenant or representation in the Tax Materials Materials; or (ii) any action which constitutes a Vontier Filtration Disqualifying Action. (b) During the Restricted Period, VontierFiltration: (i) shall continue and cause to be continued the active conduct of the Vontier Filtration Business for purposes of Section 355(b)(2) of the Code, taking into account Section 355(b)(3) of the Code, as conducted immediately prior to the Distribution,; (ii) shall not voluntarily dissolve or liquidate itself or any of its Affiliates (including any action that is a liquidation for U.S. federal income tax Tax purposes),; (iii) shall not (1A) enter into any Proposed Acquisition Transaction or, to the extent Vontier Filtration has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur, (2B) redeem or otherwise repurchase (directly or through an Affiliate) any stock, or rights to acquire stock except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (3C) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the relative voting rights of its capital stock (including through the conversion of any capital stock into another class of capital stock), (4D) merge or consolidate with any other Person Person, or (5E) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Tax MaterialsCertificates) which in the aggregate would, when combined with any other direct or indirect changes in ownership of Vontier Filtration capital stock pertinent for purposes of Section 355(e) of the Code, have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a fifty fifty-percent (50%) or greater interest in Vontier Filtration or would reasonably be expected to result in a failure to preserve the Tax-Free Status of the Transactions; and; (iv) shall not not, and shall not permit any member of the Vontier GroupFiltration Group to, to sell, transfer, transfer or otherwise dispose of or agree to, sell, transfer or otherwise dispose of (including in any transaction treated for U.S. federal income tax Tax purposes as a sale, transfer or disposition) of assets (including, any shares of capital stock of a Subsidiary) that, in the aggregate, constitute more than twenty percent (20%) of the consolidated gross assets of Vontier Filtration or the Vontier Filtration Group. The foregoing sentence shall not apply to (1A) sales, transfers, or dispositions of assets in the ordinary course of business, (2B) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (3C) any assets transferred to a Person that is disregarded as an entity separate from the transferor for U.S. federal income tax purposes Tax purposes, or (4D) any mandatory or optional repayment (or pre-payment) of any indebtedness of Vontier Filtration or any member of the Vontier Filtration Group. The percentages of gross assets or consolidated gross assets of Vontier Filtration or the Vontier Filtration Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of Vontier Filtration and the members of the Vontier Filtration Group as of the Distribution Date. For purposes of this Section 4.2(b)(iv), a merger of Vontier Filtration or one of its Subsidiaries with and into any Person that is not a wholly owned Subsidiary of Vontier Filtration shall constitute a disposition of all of the assets of Vontier Filtration or such Subsidiary; and (v) shall not (A) take any action (including, but not limited to, the sale or disposition of any stock, securities, or other assets), (B) permit any member of the Filtration Group to take any such action, (C) fail to take any action, or (D) permit any member of the Filtration Group to fail to take any action, in each case that would cause Cummins or any member of the Cummins Group to recognize gain under any Gain Recognition Agreement. In addition, Filtration shall file, and shall cause any member of the Filtration Group to file, any Gain Recognition Agreement reasonably requested by Cummins which Gain Recognition Agreement is determined by Cummins to be necessary so as to (1) allow for or preserve the Tax-Free Status of the Transactions or (2) avoid Cummins or any member of the Cummins Group recognizing gain under any Gain Recognition Agreement. (c) Notwithstanding the restrictions imposed by Section 4.2(a) and (b), Vontier if Filtration notifies Cummins that it desires to take one of the actions described therein (a “Notified Action”) during the Restricted Period, Filtration or a member of the Vontier Filtration Group may take any of the actions or transactions described therein if Vontier prior to taking such Notified Action Filtration either (i) obtains obtains, and provides to Cummins, an Unqualified Tax Opinion in form and substance reasonably satisfactory to Fortive Cummins or (ii) obtains the prior written consent of Fortive Cummins waiving the requirement that Vontier Filtration obtain an Unqualified Tax Opinion, such waiver to be provided in Fortive’s Cxxxxxx’x sole and absolute discretion. Fortive’s Cxxxxxx’x evaluation of an Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such opinion. Vontier Filtration shall bear all costs and expenses of securing any such Unqualified Tax Opinion and shall reimburse Fortive Cummins for all reasonable out-of-pocket expenses that Fortive Cummins or any of its Affiliates may incur in good faith in seeking to obtain or evaluate any such Unqualified Tax Opinion. Neither the delivery of an Unqualified Tax Opinion nor Fortive’s Cxxxxxx’x waiver of VontierFiltration’s obligation to deliver an Unqualified Tax Opinion shall limit or modify VontierFiltration’s continuing indemnification obligation pursuant to Article V.

Restrictions Relating to the Distribution. (a) VontierEnvista, on behalf of itself and all other members of the Vontier Envista Group, hereby covenants and agrees that no member of the Vontier Envista Group will take, fail to take, or permit to be taken: (i) any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in the Tax Materials or (ii) any action which constitutes a Vontier an Envista Disqualifying Action. (b) During the Restricted Period, VontierEnvista: (i) shall continue and cause to be continued the active conduct of the Vontier Envista Business for purposes of Section 355(b)(2) of the Code, taking into account Section 355(b)(3) of the Code, as conducted immediately prior to the Distribution, (ii) shall not voluntarily dissolve or liquidate itself or any of its Affiliates (including any action that is a liquidation for U.S. federal income tax purposes), (iii) shall not (1) enter into any Proposed Acquisition Transaction or, to the extent Vontier Envista has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur, (2) redeem or otherwise repurchase (directly or through an Affiliate) any stock, or rights to acquire stock except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (3) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the relative voting rights of its capital stock (including through the conversion of any capital stock into another class of capital stock), (4) merge or consolidate with any other Person or (5) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Tax MaterialsCertificates) which in the aggregate would, when combined with any other direct or indirect changes in ownership of Vontier Envista capital stock pertinent for purposes of Section 355(e) of the Code, have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a fifty fifty-percent (50%) or greater interest in Vontier Envista or would reasonably be expected to result in a failure to preserve the Tax-Free Status of the Transactions; and (iv) shall not and shall not permit any member of the Vontier Envista Group, to sell, transfer, or otherwise dispose of or agree to, sell, transfer or otherwise dispose (including in any transaction treated for U.S. federal income tax purposes as a sale, transfer or disposition) of assets (including, any shares of capital stock of a Subsidiary) that, in the aggregate, constitute more than twenty (20%) % of the consolidated gross assets of Vontier Envista or the Vontier Envista Group. The foregoing sentence shall not apply to (1) sales, transfers, or dispositions of assets in the ordinary course of business, (2) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (3) any assets transferred to a Person that is disregarded as an entity separate from the transferor for U.S. federal income tax purposes or (4) any mandatory or optional repayment (or pre-payment) of any indebtedness of Vontier Envista or any member of the Vontier Envista Group. The percentages of gross assets or consolidated gross assets of Vontier Envista or the Vontier Envista Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of Vontier Envista and the members of the Vontier Envista Group as of the Distribution Date. For purposes of this Section 4.2(b)(iv), a merger of Vontier Envista or one of its Subsidiaries with and into any Person that is not a wholly owned Subsidiary of Vontier Envista shall constitute a disposition of all of the assets of Vontier Envista or such Subsidiary. (c) Notwithstanding the restrictions imposed by Section 4.2(a) and (b), Vontier Envista or a member of the Vontier Envista Group may take any of the actions or transactions described therein if Vontier Envista either (i) obtains an Unqualified Tax Opinion in form and substance reasonably satisfactory to Fortive Xxxxxxx or (ii) obtains the prior written consent of Fortive Xxxxxxx waiving the requirement that Vontier Envista obtain an Unqualified Tax Opinion, such waiver to be provided in Fortive’s Xxxxxxx’x sole and absolute discretion. Fortive’s Xxxxxxx’x evaluation of an Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such opinion. Vontier Envista shall bear all costs and expenses of securing any such Unqualified Tax Opinion and shall reimburse Fortive Xxxxxxx for all reasonable out-of-pocket expenses that Fortive Xxxxxxx or any of its Affiliates may incur in good faith in seeking to obtain or evaluate any such Unqualified Tax Opinion. Neither the delivery of an Unqualified Tax Opinion nor Fortive’s Xxxxxxx’x waiver of VontierEnvista’s obligation to deliver an Unqualified Tax Opinion shall limit or modify VontierEnvista’s continuing indemnification obligation pursuant to Article V.

Restrictions Relating to the Distribution. (a) VontierEnvista, on behalf of itself and all other members of the Vontier Envista Group, hereby covenants and agrees that no member of the Vontier Envista Group will take, fail to take, or permit to be taken: (i) any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in the Tax Materials or (ii) any action which constitutes a Vontier an Envista Disqualifying Action. (b) During the Restricted Period, VontierEnvista: (i) shall continue and cause to be continued the active conduct of the Vontier Envista Business for purposes of Section 355(b)(2) of the Code, taking into account Section 355(b)(3) of the Code, as conducted immediately prior to the Distribution, (ii) shall not voluntarily dissolve or liquidate itself or any of its Affiliates (including any action that is a liquidation for U.S. federal income tax purposes), (iii) shall not (1) enter into any Proposed Acquisition Transaction or, to the extent Vontier Envista has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur, (2) redeem or otherwise repurchase (directly or through an Affiliate) any stock, or rights to acquire stock except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (3) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the relative voting rights of its capital stock (including through the conversion of any capital stock into another class of capital stock), (4) merge or consolidate with any other Person or (5) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Tax MaterialsCertificates) which in the aggregate would, when combined with any other direct or indirect changes in ownership of Vontier Envista capital stock pertinent for purposes of Section 355(e) of the Code, have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a fifty fifty-percent (50%) or greater interest in Vontier Envista or would reasonably be expected to result in a failure to preserve the Tax-Free Status of the Transactions; and (iv) shall not and shall not permit any member of the Vontier Envista Group, to sell, transfer, or otherwise dispose of or agree to, sell, transfer or otherwise dispose (including in any transaction treated for U.S. federal income tax purposes as a sale, transfer or disposition) of assets (including, any shares of capital stock of a Subsidiary) that, in the aggregate, constitute more than twenty (20%) % of the consolidated gross assets of Vontier Envista or the Vontier Envista Group. The foregoing sentence shall not apply to (1) sales, transfers, or dispositions of assets in the ordinary course of business, (2) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (3) any assets transferred to a Person that is disregarded as an entity separate from the transferor for U.S. federal income tax purposes or (4) any mandatory or optional repayment (or pre-payment) of any indebtedness of Vontier Envista or any member of the Vontier Envista Group. The percentages of gross assets or consolidated gross assets of Vontier Envista or the Vontier Envista Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of Vontier Envista and the members of the Vontier Envista Group as of the Distribution Closing Date. For purposes of this Section 4.2(b)(iv), a merger of Vontier Envista or one of its Subsidiaries with and into any Person that is not a wholly owned Subsidiary of Vontier Envista shall constitute a disposition of all of the assets of Vontier Envista or such Subsidiary. (c) Notwithstanding the restrictions imposed by Section 4.2(a) and (b), Vontier Envista or a member of the Vontier Envista Group may take any of the actions or transactions described therein if Vontier Envista either (i) obtains an Unqualified Tax Opinion in form and substance reasonably satisfactory to Fortive Xxxxxxx or (ii) obtains the prior written consent of Fortive Xxxxxxx waiving the requirement that Vontier Envista obtain an Unqualified Tax Opinion, such waiver to be provided in Fortive’s Xxxxxxx’x sole and absolute discretion. Fortive’s Xxxxxxx’x evaluation of an Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such opinion. Vontier Envista shall bear all costs and expenses of securing any such Unqualified Tax Opinion and shall reimburse Fortive Xxxxxxx for all reasonable out-of-pocket expenses that Fortive Xxxxxxx or any of its Affiliates may incur in good faith in seeking to obtain or evaluate any such Unqualified Tax Opinion. Neither the delivery of an Unqualified Tax Opinion nor Fortive’s Xxxxxxx’x waiver of VontierEnvista’s obligation to deliver an Unqualified Tax Opinion shall limit or modify VontierEnvista’s continuing indemnification obligation pursuant to Article V.