Common use of Treatment of Payments Clause in Contracts

Treatment of Payments. The Parties agree that any payment made between the Parties pursuant to this Agreement shall be treated for all U.S. federal income tax purposes, to the extent permitted by Law, as either (i) a non-taxable contribution by Xxxxxxxxx to WKKC, or (ii) a distribution by WKKC to Kellanova, and, in the case of any payment made 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, Xxxxxxxxx shall notify WKKC if it 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 (Kellanova), Tax Matters Agreement (WK Kellogg Co), Tax Matters Agreement (WK Kellogg Co)

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Treatment of Payments. The Parties agree that any payment made between among the Parties pursuant to this Agreement shall be treated for all U.S. federal income tax purposestreated, to the extent permitted by Law, for all U.S. federal income Tax purposes as either (i) a non-taxable contribution by Xxxxxxxxx Xxxxxxx to WKKCVeralto, or (ii) a distribution by WKKC Veralto to KellanovaXxxxxxx, and, in the case of with respect to any payment made between 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, Xxxxxxxxx Xxxxxxx shall notify WKKC 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 (Danaher Corp /De/), Tax Matters Agreement (Veralto Corp), Tax Matters Agreement (Veralto Corp)

Treatment of Payments. The Parties agree that any payment made between among the Parties pursuant to this Agreement shall be treated for all U.S. federal income tax purposestreated, to the extent permitted by Law, for all U.S. federal income Tax purposes as either (i) a non-taxable contribution by Xxxxxxxxx FIUI to WKKCNewCo, or (ii) a distribution by WKKC NewCo to KellanovaFIUI, and, in the case of with respect to any payment made between 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, Xxxxxxxxx Flex shall notify WKKC 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 (Flex Ltd.), Tax Matters Agreement (Nextracker Inc.), Tax Matters Agreement (Nextracker Inc.)

Treatment of Payments. The Parties agree that any payment made between among the Parties pursuant to this Agreement shall be treated for all U.S. federal income tax purposestreated, to the extent permitted by Law, for all U.S. federal income tax purposes as either (i) a non-taxable contribution by Xxxxxxxxx Parent to WKKC, SpinCo or (ii) a distribution by WKKC SpinCo to KellanovaParent, and, in the case of with respect to any payment made between 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, Xxxxxxxxx Parent shall notify WKKC SpinCo if it 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)

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Treatment of Payments. The Parties agree that any payment made between among the Parties pursuant to this Agreement shall be treated for all U.S. federal income tax purposestreated, to the extent permitted by Law, for all U.S. federal income tax purposes as either (i) a non-taxable contribution by Xxxxxxxxx Fortive to WKKC, Vontier or (ii) a distribution by WKKC Vontier to KellanovaFortive, and, in the case of with respect to any payment made between 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, Xxxxxxxxx Fortive shall notify WKKC Vontier if it 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 between among the Parties pursuant to this Agreement shall be treated for all U.S. federal income tax purposestreated, to the extent permitted by Law, for all United States federal income Tax purposes as either (i) a non-taxable contribution by Xxxxxxxxx Xxxxxxx to WKKCEnvista, or (ii) a distribution by WKKC Envista to KellanovaXxxxxxx, and, in the case of with respect to any payment made between 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, Xxxxxxxxx Xxxxxxx shall notify WKKC 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)

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