Common use of Tax Treatment of Payments Clause in Contracts

Tax Treatment of Payments. Unless otherwise required by a Final Determination, this Agreement or the Tax Matters Agreement or otherwise agreed to among the Parties, for U.S. federal income Tax purposes, any payment made pursuant to this Agreement (other than any payment of interest pursuant to Section 9.11) by: (i) Veralto to Xxxxxxx shall be treated for all such Tax purposes as a distribution by Veralto to Xxxxxxx with respect to stock of Veralto occurring on or immediately before the Distribution Date; or (ii) Xxxxxxx to Veralto shall be treated for all such Tax purposes as a tax-free contribution by Xxxxxxx to Veralto with respect to its stock occurring on or immediately before the Distribution Date; and in each case, no Party shall take any position inconsistent with such treatment. In the event that a Taxing Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in the preceding sentence, such Party shall use its commercially reasonable efforts to contest such challenge. Notwithstanding the foregoing, Xxxxxxx shall notify Veralto if it determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, and the Parties agree to treat any such payment accordingly.

Tax Treatment of Payments. Unless otherwise required by a Final Determination, this Agreement or the Tax Matters Agreement or otherwise agreed to among the Parties, for U.S. federal income Tax purposes, any payment made pursuant to this Agreement (other than any payment of interest pursuant to Section 9.11) by: by (i) Veralto SpinCo to Xxxxxxx Parent shall be treated for all such Tax purposes as a distribution by Veralto SpinCo to Xxxxxxx Parent with respect to stock of Veralto SpinCo occurring on or immediately before the Distribution Date; , or (ii) Xxxxxxx Parent to Veralto SpinCo shall be treated for all such Tax purposes as a tax-free contribution by Xxxxxxx Parent to Veralto SpinCo with respect to its stock occurring on or immediately before the Distribution Date; , and in each case, no Party shall take any position inconsistent with such treatment; provided, that such Tax treatment will not apply to any reimbursement by SpinCo to Parent of Transaction Fees under Section 10.8(a). Payments under Section 10.8(a) shall be treated as if SpinCo paid the reimbursed Transaction Fees directly. In the event that a Taxing Tax Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in the preceding sentence, such Party shall use its commercially reasonable efforts to contest such challenge. Notwithstanding the foregoing, Xxxxxxx Parent shall notify Veralto SpinCo if it determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, and the Parties agree to treat any such payment accordingly.

Tax Treatment of Payments. Unless otherwise required by a Final Determination, this Agreement or the Tax Matters Agreement or otherwise agreed to among the Parties, for U.S. federal income Tax purposes, any payment made pursuant to this Agreement (other than any payment of interest pursuant to Section 9.11) by: (i) Veralto Vontier to Xxxxxxx Fortive shall be treated for all such Tax purposes as a distribution by Veralto Vontier to Xxxxxxx Fortive with respect to stock of Veralto Vontier occurring on or immediately before the Distribution Date; or (ii) Xxxxxxx Fortive to Veralto Vontier shall be treated for all such Tax purposes as a tax-free contribution by Xxxxxxx Fortive to Veralto Vontier with respect to its stock occurring on or immediately before the Distribution Date; and in each case, no Party shall take any position inconsistent with such treatment. In the event that a Taxing Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in the preceding sentence, such Party shall use its commercially reasonable efforts to contest such challenge. Notwithstanding the foregoing, Xxxxxxx Fortive shall notify Veralto Vontier if it determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, and the Parties agree to treat any such payment accordingly.

Tax Treatment of Payments. Unless otherwise required by a Final Determination, this Agreement or the Tax Matters Agreement or otherwise agreed to among the Parties, for U.S. United States federal income Tax purposes, any payment made pursuant to this Agreement (other than any payment of interest pursuant to Section 9.1110.11) by: by (i) Veralto Filtration to Xxxxxxx Cummins shall be treated for all such Tax purposes as a distribution by Veralto Filtration to Xxxxxxx Cummins with respect to stock of Veralto Filtration occurring on or immediately before the Distribution Effective Date; or (ii) Xxxxxxx Cummins to Veralto Filtration shall be treated for all such Tax purposes as a tax-free contribution by Xxxxxxx Cummins to Veralto Filtration with respect to its stock occurring on or immediately before the Distribution Effective Date; and in each case, no Party shall take any position inconsistent with such treatment. In the event that a Taxing Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in the preceding sentence, such Party shall use its commercially reasonable efforts to contest such challenge. Notwithstanding the foregoing, Xxxxxxx Cummins shall notify Veralto Filtration if it determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, and the Parties agree to treat any such payment accordingly.

Tax Treatment of Payments. Unless otherwise required by a Final Determination, this Agreement or the Tax Matters Agreement or otherwise agreed to among the Parties, for U.S. federal income Tax purposes, any payment made pursuant to this Agreement (other than any payment of interest pursuant to Section 9.1110.11) by: (i) Veralto Envista to Xxxxxxx shall be treated for all such Tax purposes as a distribution by Veralto Envista to Xxxxxxx with respect to stock of Veralto Envista occurring on or immediately before the Distribution Effective Date; or (ii) Xxxxxxx to Veralto Envista shall be treated for all such Tax purposes as a tax-free contribution by Xxxxxxx to Veralto Envista with respect to its stock occurring on or immediately before the Distribution Effective Date; and in each case, no Party shall take any position inconsistent with such treatment. In the event that a Taxing Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in the preceding sentence, such Party shall use its commercially reasonable efforts to contest such challenge. Notwithstanding the foregoing, Xxxxxxx shall notify Veralto Envista if it determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, and the Parties agree to treat any such payment accordingly.

Tax Treatment of Payments. Unless otherwise required by a Final Determination, this Agreement or the Tax Matters Agreement or otherwise agreed to among the Parties, for U.S. federal income Tax purposes, any payment made pursuant to this Agreement (other than any payment of interest pursuant to Section 9.1110.11) by: (i) Veralto Vontier to Xxxxxxx Fortive shall be treated for all such Tax purposes as a distribution by Veralto Vontier to Xxxxxxx Fortive with respect to stock of Veralto Vontier occurring on or immediately before the Distribution Effective Date; or (ii) Xxxxxxx Fortive to Veralto Vontier shall be treated for all such Tax purposes as a tax-free contribution by Xxxxxxx Fortive to Veralto Vontier with respect to its stock occurring on or immediately before the Distribution Effective Date; and in each case, no Party shall take any position inconsistent with such treatment. In the event that a Taxing Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in the preceding sentence, such Party shall use its commercially reasonable efforts to contest such challenge. Notwithstanding the foregoing, Xxxxxxx Fortive shall notify Veralto Vontier if it determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, and the Parties agree to treat any such payment accordingly.