Foreign Sales Corporation Matters. For purposes of this Agreement, and notwithstanding any contrary provision contained in this Agreement, any Tax Detriment arising out of or relating to any disallowance or denial of any Tax Benefits claimed by FMC, any FMC Affiliate, Subsidiary or any Subsidiary Affiliate relating to a Technologies Business in any Pre- Deconsolidation Period under (i) Subpart C of Part III of Subchapter N of Chapter 1 of the Code (as in effect prior to the passage of the FSC Repeal and Extraterritorial Income Exclusion Act of 2000) or Section 114 of the Code or (ii) any similar provision or benefit accorded under foreign laws, shall be allocated to, and the amount of such Tax Detriment shall be payable by, Subsidiary. For the avoidance of doubt, it is the intent of the parties to this agreement that Subsidiary be liable for the amount of any such Tax Detriment relating to any such disallowance or denial of any such Tax Benefits regardless of whether such Tax Benefit arose before or after the Separation. The amount of such Tax Detriment shall be calculated without giving effect to any unused Tax Assets of FMC or any FMC Affiliate that becomes available for use and is used as a result of such Tax Detriment.
Foreign Sales Corporation Matters. (1) For purposes of this Agreement, any Tax Items with respect to a Hewlett-Packard Foreign Sales Corporation that relate to the Agilent Business shall be allocated to Agilent and, to the extent not otherwise reimbursed under this Agreement, Agilent shall reimburse Hewlett-Packard for any Tax Detriment attributable thereto. In addition, any commissions that relate to the Agilent Business shall be paid by Agilent.
