Fortive Group definition
Examples of Fortive Group in a sentence
In addition, Ralliant shall file, and shall cause any member of the Ralliant Group to file, any Gain Recognition Agreement reasonably requested by Fortive which Gain Recognition Agreement is determined by Fortive to be necessary so as to (x) allow for or preserve the tax-free or tax-deferred nature, in whole or part, of any transaction, or (y) avoid Fortive or any member of the Fortive Group recognizing gain under any Gain Recognition Agreement.
Fortive shall pay to Ralliant any Refund received by Fortive or any member of the Fortive Group that is allocable to Ralliant pursuant to Section 2.12(a), net of any costs and expenses incurred in connection with, and any Taxes imposed by any Taxing Authority on, related to, or attributable to, the receipt, accrual or realization of such Refund (including any Taxes imposed by way of withholding or offset), no later than five (5) Business Days after the receipt of such Refund.
Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements, arrangements or practices between any member of the Fortive Group and any member of the Ralliant Group shall be terminated with respect to the Ralliant Group and the Fortive Group as of the Distribution Date.
At any time after the Distribution Date when the Ralliant Group proposes to destroy any Tax Records, ▇▇▇▇▇▇▇▇ shall first notify Fortive in writing and the Fortive Group shall be entitled to receive such records or documents proposed to be destroyed.
Ralliant shall not, and shall cause the members of the Ralliant Group not to, (a) take any action (including, but not limited to, the sale or disposition of any stock, securities, or other assets), (b) permit any member of the Ralliant Group to take any such action, (c) fail to take any action, or (d) permit any member of the Ralliant Group to fail to take any action, in each case, that would cause Fortive or any member of the Fortive Group to recognize gain under any Gain Recognition Agreement.
Fortive, on behalf of itself and all other members of the Fortive Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to Fortive or any member of the Fortive Group or the Fortive Retained Business.
No member of either the Ralliant Group or the Fortive Group shall have any continuing rights or obligations under any such agreement, arrangement or practice.
At any time after the Distribution Date when the Fortive Group proposes to destroy any Tax Records (other than any Tax Records to the extent solely relating to Fortive, any member of the Fortive Group, their respective operations, the Fortive Retained Assets and/or the Fortive Retained Liabilities), Fortive shall first notify Ralliant in writing and the Ralliant Group shall be entitled to receive such records or documents proposed to be destroyed.
For purposes of this Section 5.4(a), all references to Fortive and ▇▇▇▇▇▇▇▇ shall include a reference to any member of the Fortive Group or the Ralliant Group that is, for U.S. federal income Tax purposes, disregarded as separate from Fortive and Ralliant, respectively.
In furtherance thereof, in the event of any dispute or disagreement between any member of the Fortive Group, on the one hand, and any member of the Ralliant Group, on the other hand, as to the interpretation of any provision of this Agreement or the performance of obligations hereunder (other than a High-Level Dispute) (a “Tax Advisor Dispute”), the Tax departments of the Parties shall negotiate in good faith to resolve the dispute.