Common use of Treatment of Payments Made Pursuant to Tax Sharing Agreement Clause in Contracts

Treatment of Payments Made Pursuant to Tax Sharing Agreement. Unless otherwise required by a Final Determination or this Agreement, for U.S. federal Tax purposes, any payment made pursuant to this Agreement by: (a) a Spinco Party to Tyco International shall be treated for all Tax purposes as a distribution by such Spinco Party to Tyco International with respect to stock of the Spinco Party under Section 301 of the Code occurring after the Spinco Party is directly owned by Tyco International and immediately before the applicable Distribution; (b) Tyco International to either of the Spinco Parties shall be treated for all Tax purposes as a tax-free contribution by Tyco International to the appropriate Spinco Party with respect to its stock occurring after the Spinco Party is directly owned by Tyco International and immediately before the applicable Distribution; (c) a Spinco Party to another Spinco Party shall be treated for all Tax purposes as a distribution by the first Spinco Party to Tyco International with respect to stock of that Spinco Party under Section 301 of the Code occurring after the Spinco Party is directly owned by Tyco International and immediately before the applicable Distribution followed by a tax-free contribution by Tyco International to the recipient Spinco Party with respect to its stock occurring after the Spinco Party is directly owned by Tyco International and immediately before the applicable Distribution; and in each case, none of the Parties 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 required pursuant to this Agreement (ignoring any potential inconsistent or adverse Final Determination), such Party shall use its reasonable best efforts to contest such challenge.

Treatment of Payments Made Pursuant to Tax Sharing Agreement. Unless otherwise required by a Final Determination or this Agreement, for U.S. federal Tax purposes, any payment made pursuant to this Agreement by: (a) a Spinco Party to Tyco International shall be treated for all Tax purposes as a distribution by such Spinco Party to Tyco International with respect to stock of the Spinco Party under Section 301 of the Code occurring after the Spinco Party is directly owned by Tyco International and immediately before the applicable Distribution; (b) Tyco International to either of the Spinco Parties shall be treated for all Tax purposes as a tax-free contribution by Tyco International to the appropriate Spinco Party with respect to its stock occurring after the Spinco Party is directly owned by Tyco International and immediately before the applicable Distribution; (c) a Spinco Party to another Spinco Party shall be treated for all Tax purposes as a distribution by the first Spinco Party to Tyco International with respect to stock of that Spinco Party under Section 301 of the Code occurring after the Spinco Party is directly owned by Tyco International and immediately before the applicable Distribution followed by a tax-free contribution by Tyco International to the recipient Spinco Party with respect to its stock occurring after the Spinco Party is directly owned by Tyco International and immediately before the applicable Distribution; and in each case, none of the Parties 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 required pursuant to this Agreement (ignoring any potential inconsistent or adverse Final Determination), such Party shall use its reasonable best efforts to contest such challenge.