Common use of Tax Matters Agreement Coordination Clause in Contracts

Tax Matters Agreement Coordination. The provisions of Section 4.2 through Section 4.10 (including Section 4.6(a)-(e)) shall not apply to Taxes to the extent specifically addressed in the Tax Matters Agreement, subject to the terms thereof. It is understood and agreed that Taxes and Tax matters, including the control of Tax-related proceedings, shall be governed by the Tax Matters Agreement to the extent specifically addressed in the Tax Matters Agreement, subject to the terms thereof. In the case of any conflict or inconsistency between this Agreement and the Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall prevail.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Zimmer Biomet Holdings, Inc.), Separation and Distribution Agreement (ZimVie Inc.), Separation and Distribution Agreement (ZimVie Inc.)

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Tax Matters Agreement Coordination. The above provisions of this Section 4.6 and the provisions of Section 4.2 through Section 4.10 (including Section 4.6(a)-(e)) shall not apply to Taxes to the extent specifically addressed in the Tax Matters Agreement, subject to the terms thereofTaxes. It is understood and agreed that Taxes and Tax matters, including the control of Tax-related proceedings, shall be governed by the Tax Matters Agreement to the extent specifically addressed in the Tax Matters Agreement, subject to the terms thereof(and Section 6.4(b)). In the case of any conflict or inconsistency between this Agreement (other than Section 6.4(b)) and the Tax Matters Agreement (and Section 6.4(b)) in relation to any matters addressed by the Tax Matters AgreementAgreement (or Section 6.4(b)), the Tax Matters Agreement (and Section 6.4(b)) shall prevail.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Servicemaster Global Holdings Inc), Separation and Distribution Agreement (Frontdoor, Inc.), Separation and Distribution Agreement (AHS Holding Company, Inc.)

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