Examples of Veralto Group in a sentence
Veralto shall prepare and file when due (taking into account any applicable extensions), or shall cause to be prepared and filed, all Tax Returns required to be filed by or with respect to members of the Veralto Group other than those Tax Returns which Xxxxxxx is required to prepare and file under Section 3.1, including any amended Tax Returns.
If an Automatic Transfer Employee objects to the transfer of employment to a member of the Veralto Group as permitted under applicable law and consequently does not become an employee of the Veralto Group and is terminated by Xxxxxxx as a result, then Veralto shall reimburse Xxxxxxx in accordance with Section 2.3(c) for any severance or termination costs incurred by Xxxxxxx in connection with such termination of employment.
Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (a) the treatment of payments between the Xxxxxxx Group and the Veralto Group as set forth in Section 5.4 or (b) the Tax-Free Status of the Transactions.
Notwithstanding the foregoing, with respect to any Joint Return with respect to Foreign Taxes, to the extent that any expenses related to a previously filed Joint Return for similar Foreign Taxes were customarily paid by a member of the Veralto Group, as determined by Xxxxxxx in its discretion, then any similar expenses shall be borne by Xxxxxxx, including, for the avoidance of doubt, any expenses related to the preparation of transfer pricing documentation.
In addition, Veralto shall not be permitted, and shall not permit any member of the Veralto Group, to make a change in any of its methods of accounting for tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods and Straddle Periods have expired without Xxxxxxx’x prior written consent.
Except as otherwise provided in this Agreement, no provision of this Agreement shall be construed to create any right, or accelerate vesting or entitlement, to any compensation or benefit whatsoever on the part of any Veralto Employee or other former, current or future employee of the Xxxxxxx Group or Veralto Group under any Benefit Arrangement of the Xxxxxxx Group or Veralto Group.
At any time after the Distribution Date that the Veralto Group proposes to destroy such records or documents, it shall first notify the Xxxxxxx Group in writing and the Xxxxxxx Group shall be entitled to receive such records or documents proposed to be destroyed.
This Agreement is solely for the benefit of the Parties and, except to the extent otherwise expressly provided herein, nothing in this Agreement, express or implied, is intended to confer any rights, benefits, remedies, obligations or Liabilities under this Agreement upon any Person, including any Veralto Employee or other current or former employee, officer, director or contractor of the Xxxxxxx Group or Veralto Group, other than the Parties and their respective successors and assigns.
The percentages of gross assets or consolidated gross assets of Veralto or the Veralto Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of Veralto and the members of the Veralto Group as of the Distribution Date.
Upon expiration or termination of the rights granted to the Veralto Group pursuant to this Section 4.2, Veralto hereby assigns, and shall cause the other members of the Veralto Group to assign, to Xxxxxxx their rights (if any) to any Trademarks forming a part of or associated with the Xxxxxxx Retained Names.