Common use of Treatment of Payments Clause in Contracts

Treatment of Payments. The Parties agree that any payment made among the Parties pursuant to this Agreement shall be treated, to the extent permitted by Law, for all U.S. federal income Tax purposes as either (i) a non-taxable contribution by Xxxxxxx to Veralto, or (ii) a distribution by Veralto to Xxxxxxx, and, with respect to any payment made among the Parties pursuant to this Agreement after the Distribution, such payment shall be treated as having been made immediately prior to the Distribution. Notwithstanding the foregoing, Xxxxxxx shall notify Veralto if it reasonably 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.

Appears in 4 contracts

Samples: Tax Matters Agreement (Veralto Corp), Tax Matters Agreement (Danaher Corp /De/), Tax Matters Agreement (Veralto Corp)

AutoNDA by SimpleDocs

Treatment of Payments. The Parties agree that any payment made among the Parties pursuant to this Agreement shall be treated, to the extent permitted by Law, for all U.S. federal income Tax purposes as either (i) a non-taxable contribution by Xxxxxxx FIUI to VeraltoNewCo, or (ii) a distribution by Veralto NewCo to XxxxxxxFIUI, and, with respect to any payment made among the Parties pursuant to this Agreement after the DistributionDistributions, such payment shall be treated as having been made immediately prior to the DistributionDistributions. Notwithstanding the foregoing, Xxxxxxx Flex shall notify Veralto NewCo if it reasonably 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.

Appears in 4 contracts

Samples: Tax Matters Agreement (Nextracker Inc.), Tax Matters Agreement (Flex Ltd.), Tax Matters Agreement (Nextracker Inc.)

Treatment of Payments. The Parties agree that any payment made among between the Parties pursuant to this Agreement shall be treatedtreated for all U.S. federal income tax purposes, to the extent permitted by Law, for all U.S. federal income Tax purposes as either (i) a non-taxable contribution by Xxxxxxx Xxxxxxxxx to VeraltoWKKC, or (ii) a distribution by Veralto WKKC to XxxxxxxKellanova, and, with respect to in the case of any payment made among between the Parties pursuant to this Agreement after the Distribution, such payment shall be treated as having been made immediately prior to the Distribution. Notwithstanding the foregoing, Xxxxxxx Xxxxxxxxx shall notify Veralto WKKC if it reasonably 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.

Appears in 4 contracts

Samples: Tax Matters Agreement (WK Kellogg Co), Tax Matters Agreement (Kellanova), Tax Matters Agreement (WK Kellogg Co)

Treatment of Payments. The Parties agree that any payment made among the Parties pursuant to this Agreement shall be treated, to the extent permitted by Law, for all U.S. federal income Tax tax purposes as either (i) a non-taxable contribution by Xxxxxxx Parent to Veralto, SpinCo or (ii) a distribution by Veralto SpinCo to XxxxxxxParent, and, with respect to any payment made among the Parties pursuant to this Agreement after the Distribution, such payment shall be treated as having been made immediately prior to the Distribution. Notwithstanding the foregoing, Xxxxxxx Parent shall notify Veralto SpinCo if it reasonably 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.

Appears in 3 contracts

Samples: Tax Matters Agreement (Kyndryl Holdings, Inc.), Tax Matters Agreement (Kyndryl Holdings, Inc.), Tax Matters Agreement (Kyndryl Holdings, LLC)

AutoNDA by SimpleDocs

Treatment of Payments. The Parties agree that any payment made among the Parties pursuant to this Agreement shall be treated, to the extent permitted by Law, for all U.S. federal income Tax tax purposes as either (i) a non-taxable contribution by Xxxxxxx Fortive to Veralto, Vontier or (ii) a distribution by Veralto Vontier to XxxxxxxFortive, and, with respect to any payment made among the Parties pursuant to this Agreement after the Distribution, such payment shall be treated as having been made immediately prior to the Distribution. Notwithstanding the foregoing, Xxxxxxx Fortive shall notify Veralto Vontier if it reasonably 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.

Appears in 3 contracts

Samples: Tax Matters Agreement (Vontier Corp), Tax Matters Agreement (Vontier Corp), Tax Matters Agreement (Vontier Corp)

Treatment of Payments. The Parties agree that any payment made among the Parties pursuant to this Agreement shall be treated, to the extent permitted by Law, for all U.S. United States federal income Tax purposes as either (i) a non-taxable contribution by Xxxxxxx to VeraltoEnvista, or (ii) a distribution by Veralto Envista to Xxxxxxx, and, with respect to any payment made among the Parties pursuant to this Agreement after the Distribution, such payment shall be treated as having been made immediately prior to the Distribution. Notwithstanding the foregoing, Xxxxxxx shall notify Veralto Envista if it reasonably 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.

Appears in 2 contracts

Samples: Tax Matters Agreement (Envista Holdings Corp), Tax Matters Agreement (Envista Holdings Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!