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 Law, a Final Determination or this Agreement, for U.S. federal income Tax purposes, any payment made pursuant to this Agreement by: (a) ADT NA to Tyco shall be treated as an adjustment to one or more transfers of assets to ADT NA by Tyco or one or more of Tyco’s Subsidiaries (determined immediately prior to the ADT NA Distribution or the Flow Distribution, whichever is earlier), as applicable, pursuant to the Plan of Separation; (b) Tyco to ADT NA shall be treated as an adjustment to one or more transfers to ADT NA by Tyco or one or more of Tyco’s Subsidiaries (determined immediately prior to the ADT NA Distribution or the Flow Distribution, whichever is earlier), as applicable, pursuant to the Plan of Separation; and (c) 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 Law, a Final Determination or this Agreement, for U.S. federal income Tax purposes, any payment made pursuant to this Agreement by: (a) ADT NA to Tyco shall be treated as an adjustment to one or more transfers of assets to ADT NA by Tyco or one or more of Tyco’s Subsidiaries (determined immediately prior to the ADT NA Distribution or the Flow Distribution, whichever is earlier), as applicable, pursuant to the Plan of Separation; (b) Tyco to ADT NA shall be treated as an adjustment to one or more transfers a transfer to ADT NA by Tyco or one or more of Tyco’s Subsidiaries (determined immediately prior to the ADT NA Distribution or the Flow Distribution, whichever is earlier), as applicable, pursuant to the Plan of Separation; and (c) 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.