Common use of Cash Management; Consideration Clause in Contracts

Cash Management; Consideration. (a) From the date of this Agreement until the Effective Time, Xxxxxxx and its Subsidiaries shall be entitled to use, retain or otherwise dispose of all Cash Equivalents generated by the Veralto Business and the Veralto Assets in Xxxxxxx’x sole discretion. Except as provided in this Section 2.13, all Cash Equivalents held by any member of the Veralto Group as of the Effective Time shall be an Veralto Asset and all Cash Equivalents held by any member of the Xxxxxxx Group as of the Effective Time shall be a Xxxxxxx Retained Asset. To the extent that following the Effective Time any Cash Equivalents are required to be transferred from any member of the Xxxxxxx Group to any member of the Veralto Group or from any member of the Veralto Group to any member of the Xxxxxxx Group to make effective the Internal Reorganization or the Contribution pursuant to this Agreement and the Ancillary Agreements (including if required by Law or regulation to effect the foregoing, but excluding for the avoidance of doubt, the transfer of Cash Equivalents contemplated by Section 2.13(b)), the Party receiving such Cash Equivalents shall promptly transfer an amount in cash equal to such transferred Cash Equivalents back to the transferring Party so as not to override the allocations of Assets, Liabilities and expenses related to the Internal Reorganization and the Contribution contemplated by this Agreement and the Ancillary Agreements.

Cash Management; Consideration. (a) From the date of this Agreement until the Effective Time, Xxxxxxx and its Subsidiaries shall be entitled to use, retain or otherwise dispose of all Cash Equivalents cash and cash equivalents generated by the Veralto Envista Business and the Veralto Envista Assets in Xxxxxxx’x sole discretion. Except as provided in this Section 2.13, all Cash Equivalents cash and cash equivalents held by any member of the Veralto Envista Group as of the Effective Time shall be an Veralto Envista Asset and all Cash Equivalents cash and cash equivalents held by any member of the Xxxxxxx Group as of the Effective Time shall be a Xxxxxxx Retained Asset. To the extent that following the Effective Time any Cash Equivalents are required to be transferred from any member of the Xxxxxxx Group to any member of the Veralto Envista Group or from any member of the Veralto Envista Group to any member of the Xxxxxxx Group to make effective the Internal Reorganization or the Contribution pursuant to this Agreement and the Ancillary Agreements (including if required by Law or regulation to effect the foregoing), but excluding for the avoidance of doubt, the transfer of Cash Equivalents cash and cash equivalents contemplated by Section 2.13(b)), the Party receiving such Cash Equivalents shall promptly transfer an amount in cash equal to such transferred Cash Equivalents back to the transferring Party so as not to override the allocations of Assets, Liabilities and expenses related to the Internal Reorganization and the Contribution contemplated by this Agreement and the Ancillary Agreements.

Cash Management; Consideration. (a) From the date of this Agreement until the Effective Time, Xxxxxxx and its Subsidiaries shall be entitled to use, retain or otherwise dispose of all Cash Equivalents generated by the Veralto Envista Business and the Veralto Envista Assets in Xxxxxxx’x sole discretion. Except as provided in this Section 2.13, all Cash Equivalents held by any member of the Veralto Envista Group as of the Effective Time shall be an Veralto Envista Asset and all Cash Equivalents held by any member of the Xxxxxxx Group as of the Effective Time shall be a Xxxxxxx Retained Asset. To the extent that following the Effective Time any Cash Equivalents are required to be transferred from any member of the Xxxxxxx Group to any member of the Veralto Envista Group or from any member of the Veralto Envista Group to any member of the Xxxxxxx Group to make effective the Internal Reorganization or the Contribution pursuant to this Agreement and the Ancillary Agreements (including if required by Law or regulation to effect the foregoing), but excluding for the avoidance of doubt, the transfer of Cash Equivalents contemplated by Section 2.13(b)), the Party receiving such Cash Equivalents shall promptly transfer an amount in cash equal to such transferred Cash Equivalents back to the transferring Party so as not to override the allocations of Assets, Liabilities and expenses related to the Internal Reorganization and the Contribution contemplated by this Agreement and the Ancillary Agreements.