FORM OF TAX MATTERS AGREEMENT by and between DANAHER CORPORATION and FORTIVE CORPORATION Dated as of [●], 2016Tax Matters Agreement • March 4th, 2016 • Fortive Corp • Industrial instruments for measurement, display, and control
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of [ ], between Danaher Corporation, a Delaware corporation (“Danaher”) and Fortive Corporation, a Delaware corporation (“Fortive” and, together with Danaher, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (the “Separation Agreement”).
FORM OF EMPLOYEE MATTERS AGREEMENT by and between DANAHER CORPORATION and FORTIVE CORPORATION Dated as of [●], 2016Employee Matters Agreement • March 4th, 2016 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [●], 2016, is entered into by and between Danaher Corporation, a Delaware corporation (“Danaher”), and Fortive Corporation, a Delaware corporation and a wholly owned subsidiary of Danaher (“Fortive”). “Party” or “Parties” means Danaher or Fortive, individually or collectively, as the case may be. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement or the Separation and Distribution Agreement, shall have the meaning set forth in Section 1.1.
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between DANAHER CORPORATION and FORTIVE CORPORATION Dated as of [●], 2016Separation and Distribution Agreement • March 4th, 2016 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [●], 2016, is entered into by and between Danaher Corporation, a Delaware corporation (“Danaher”), and Fortive Corporation, a Delaware corporation and a wholly owned subsidiary of Danaher (“Fortive”). “Party” or “Parties” means Danaher or Fortive, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
FORM OF INTELLECTUAL PROPERTY MATTERS AGREEMENT by and between DANAHER CORPORATION and FORTIVE CORPORATION Dated as of [●], 2016Intellectual Property Matters Agreement • March 4th, 2016 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of [●], 2016 (the “Effective Date”), is entered into by and between Danaher Corporation (“Danaher”), a Delaware corporation, and Fortive Corporation (“Fortive”), a Delaware corporation. “Party” or “Parties” means Danaher or Fortive, individually or collectively, as the case may be.
FORM OF TRANSITION SERVICES AGREEMENT by and between DANAHER CORPORATION and FORTIVE CORPORATION Dated as of [●], 2016Transition Services Agreement • March 4th, 2016 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [●], 2016 (the “Effective Date”), is entered into by and between Danaher Corporation (“Danaher”), a Delaware corporation, and Fortive Corporation (“Fortive”), a Delaware corporation. “Party” or “Parties” means Danaher or Fortive, individually or collectively, as the case may be.
FORM OF DBS LICENSE AGREEMENT by and between DANAHER CORPORATION and FORTIVE CORPORATION Dated as of [●], 2016DBS License Agreement • March 4th, 2016 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
This DBS LICENSE AGREEMENT (this “Agreement”), dated as of [●], 2016 (the “Effective Date”), is entered into by and between Danaher Corporation (“Danaher”), a Delaware corporation, and Fortive Corporation (“Fortive”), a Delaware corporation. “Party” or “Parties” means Danaher or Fortive, individually or collectively, as the case may be.
