Common use of Covered Transaction Taxes Clause in Contracts

Covered Transaction Taxes. Xxxxxxx shall have the right to participate in the conduct of a Tax Contest related to Covered Transaction Taxes as a result of the application of Section 355(e) of the Code if, and only if, (x) Xxxxxxx has acknowledged in writing its liability for such Covered Transaction Tax if Section 355(e) were determined to apply, (y) Xxxxxxx shall have provided Dover with a letter of credit in a form reasonably acceptable to Dover and issued by a major money center commercial bank reasonably acceptable to Dover, not expiring before a Determination has occurred with respect to Dover’s Tax for the Post-Distribution Period that gave rise to the Covered Transaction Tax at issue, and in an amount equal to the maximum amount of Covered Transaction Tax at issue in the Tax Contest and (z) no Tax Return of any member of the Dover Group with respect to which any member of the Dover Group may reasonably be viewed as having an actual or potential liability for any Tax not indemnified against by Xxxxxxx is held open as a result of such Tax Contest. Dover shall not settle any Tax Contest described in this paragraph (iii) without the consent of Xxxxxxx, which consent shall not be unreasonably withheld.

Covered Transaction Taxes. Xxxxxxx Apergy shall have the right to participate in the conduct of a Tax Contest related to Covered Transaction Taxes as a result of the application of Section 355(e) of the Code if, and only if, (x) Xxxxxxx Apergy has acknowledged in writing its liability for such Covered Transaction Tax if Section 355(e) were determined to apply, (y) Xxxxxxx Apergy shall have provided Dover with a letter of credit in a form reasonably acceptable to Dover and issued by a major money center commercial bank reasonably acceptable to Dover, not expiring before a Determination has occurred with respect to Dover’s Tax for the Post-Distribution Period that gave rise to the Covered Transaction Tax at issue, and in an amount equal to the maximum amount of Covered Transaction Tax at issue in the Tax Contest and (z) no Tax Return of any member of the Dover Group with respect to which any member of the Dover Group may reasonably be viewed as having an actual or potential liability for any Tax not indemnified against by Xxxxxxx Apergy is held open as a result of such Tax Contest. Dover shall not settle any Tax Contest described in this paragraph (iii) without the consent of XxxxxxxApergy, which consent shall not be unreasonably withheld.

Covered Transaction Taxes. Xxxxxxx AbbVie shall have the right to participate in the conduct of a Tax Contest related to Covered Transaction Transactions Taxes as a result of the application of Section 355(e) of the Code if, and only if, (x) Xxxxxxx AbbVie has acknowledged in writing its liability for such Covered Transaction Tax if Section 355(e) were determined to applyTax, (y) Xxxxxxx AbbVie shall have provided Dover Abbott with a letter of credit in a form reasonably acceptable to Dover Abbott and issued by a major money center commercial bank reasonably acceptable to DoverAbbott, not expiring before a Determination has occurred with respect to Dover’s Xxxxxx’x Tax for the Post-Distribution Period that gave rise to the Covered Transaction Transactions Tax at issue, and in an amount equal to the maximum amount of Covered Transaction Tax at issue in the Tax Contest and (z) no Tax Return of any member of the Dover Abbott Group with respect to which any member of the Dover Abbott Group may reasonably be viewed as having an actual or potential liability for any Tax not indemnified against by Xxxxxxx AbbVie is held open as a result of such Tax Contest. Dover Abbott shall not settle any Tax Contest described in this paragraph (iii) without the consent of XxxxxxxAbbVie, which consent shall not be unreasonably withheld.

Covered Transaction Taxes. Xxxxxxx AbbVie shall have the right to participate in the conduct of a Tax Contest related to Covered Transaction Transactions Taxes as a result of the application of Section 355(e) of the Code if, and only if, (x) Xxxxxxx AbbVie has acknowledged in writing its liability for such Covered Transaction Tax if Section 355(e) were determined to applyTax, (y) Xxxxxxx AbbVie shall have provided Dover Abbott with a letter of credit in a form reasonably acceptable to Dover Abbott and issued by a major money center commercial bank reasonably acceptable to DoverAbbott, not expiring before a Determination has occurred with respect to Dover’s Xxxxxx’x Tax for the Post-Distribution Period that gave rise to the Covered Transaction Transactions Tax at issue, and in an amount equal to the maximum amount of Covered Transaction Tax at issue in the Tax Contest and (z) no Tax Return of any member of the Dover Abbott Group with respect to which any member of the Dover Abbott Group may reasonably be viewed as having an actual or potential liability for any Tax not indemnified against by Xxxxxxx AbbVie is held open as a result of such Tax Contest. Dover Abbott shall not settle any Tax Contest described in this paragraph (iii) without the consent of Xxxxxxx, which consent shall not be unreasonably withheld.this