Common use of Cash Management; Consideration Clause in Contracts

Cash Management; Consideration. (a) From the date of this Agreement until the Effective Time, ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇▇ Group as of the Effective Time shall be a ▇▇▇▇▇▇▇ Retained Asset. To the extent that following the Effective Time any Cash Equivalents are required to be transferred from any member of the ▇▇▇▇▇▇▇ Group to any member of the Veralto Group or from any member of the Veralto Group to any member of the ▇▇▇▇▇▇▇ 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. (b) In exchange for the Contribution, ▇▇▇▇▇▇▇ agrees to, on or prior to the Distribution Date, (i) effect a [●]-for-one stock split and distribute [●] additional shares of Veralto Common Stock to ▇▇▇▇▇▇▇ for each share of Veralto Common Stock held by ▇▇▇▇▇▇▇ prior to such stock split and (ii) pay to ▇▇▇▇▇▇▇ all of the net proceeds of the Veralto Financing Arrangements received by Veralto at or prior to the consummation of the Distribution (the “Veralto Contribution Payment”) (such distribution and payment, collectively, the “Consideration”). Each applicable payment made by Veralto to ▇▇▇▇▇▇▇ pursuant to this Section 2.13(b) shall be made by wire transfer of immediately available funds to an account designated by ▇▇▇▇▇▇▇ to Veralto in writing. (c) Any payment made in accordance with this Section 2.13 shall be treated in accordance with the terms of Section 9.21.

Cash Management; Consideration. (a) From the date of this Agreement until the Effective Time, ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇▇ Group as of the Effective Time shall be a ▇▇▇▇▇▇▇ Retained Asset. To the extent that following the Effective Time any Cash Equivalents are required to be transferred from any member of the ▇▇▇▇▇▇▇ Group to any member of the Veralto Group or from any member of the Veralto Group to any member of the ▇▇▇▇▇▇▇ 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. (b) In exchange for the Contribution, ▇▇▇▇▇▇▇ agrees to, on or prior to the Distribution Date, (i) effect a [●]-for2,462,913.42-for-one stock split and distribute [●] 246,291,242 additional shares of Veralto Common Stock to ▇▇▇▇▇▇▇ for each share of Veralto Common Stock held by ▇▇▇▇▇▇▇ prior to such stock split and (ii) pay to ▇▇▇▇▇▇▇ all of the net proceeds of the Veralto Financing Arrangements received by Veralto at or prior to the consummation of the Distribution (the “Veralto Contribution Payment”) (such distribution and payment, collectively, the “Consideration”). Each applicable payment made by Veralto to ▇▇▇▇▇▇▇ pursuant to this Section 2.13(b) shall be made by wire transfer of immediately available funds to an account designated by ▇▇▇▇▇▇▇ to Veralto in writing. (c) Any payment made in accordance with this Section 2.13 shall be treated in accordance with the terms of Section 9.21.

Cash Management; Consideration. (a) From the date of this Agreement until the Effective Time, ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇’▇ 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 ▇▇▇▇▇▇▇ Group as of the Effective Time shall be a ▇▇▇▇▇▇▇ Retained Asset. To the extent that following the Effective Time any Cash Equivalents are required to be transferred from any member of the ▇▇▇▇▇▇▇ Group to any member of the Veralto Envista Group or from any member of the Veralto Envista Group to any member of the ▇▇▇▇▇▇▇ 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. (b) In exchange for the Transfer of Assets to Envista in the Contribution, ▇▇▇▇▇▇▇ agrees toEnvista agrees, on or prior to the Distribution Effective Date, to (iA) effect a [●]-for-one stock split and distribute [●] additional shares of Veralto Common Stock issue to ▇▇▇▇▇▇▇ for each share a number of Veralto newly issued, fully paid and nonassessable shares of Common Stock held such that immediately following such issuance ▇▇▇▇▇▇▇ owns the number of shares of Common Stock set forth in the Form S-1 as being owned by ▇▇▇▇▇▇▇ immediately prior to such stock split the IPO and (iiB) pay to ▇▇▇▇▇▇▇ (x) all of the net proceeds of the Veralto IPO (including the net proceeds from the exercise of the Underwriters’ overallotment option if it is exercised by the Underwriters, which payment shall be made by Envista to ▇▇▇▇▇▇▇ promptly following Envista’s receipt of such proceeds), after deducting only the underwriters’ discount, and (y) all of the net proceeds of the Envista Financing Arrangements received by Veralto Envista at or prior to the consummation of the Distribution IPO (together with any interest accrued thereon following the “Veralto Contribution Payment”receipt of such proceeds by Envista) (such distribution and payment, collectively, the “Consideration”). Each applicable payment made by Veralto Envista to ▇▇▇▇▇▇▇ pursuant to this Section 2.13(b) shall be made by wire transfer of immediately available funds to an account designated by ▇▇▇▇▇▇▇ to Veralto Envista in writing. (c) Any payment made in accordance with this Section 2.13 shall be treated in accordance with the terms of Section 9.2110.21.