Common use of Option Deductions Clause in Contracts

Option Deductions. Solely the member of the Dover Group or the Xxxxxxx Group for which the relevant individual is currently employed or, if such individual is not currently employed by a member of either group, was most recently employed, at the time of the vesting, exercise, disqualifying disposition, payment or other relevant taxable event, as appropriate, in respect of equity awards and other incentive compensation of such individual described in the EMA, shall be entitled to claim any income Tax deduction in respect of such equity awards and other incentive compensation on its respective Tax Return associated with such event. To the extent any Tax deduction that is described in the first sentence of this Section 2.03 and claimed by any member of the Dover Group is disallowed to any and all members of the Dover Group and a Tax Authority makes a Determination that a member of the Xxxxxxx Group is entitled to such deduction, Dover shall notify Xxxxxxx of the receipt of such Determination, promptly after receipt thereof, and Xxxxxxx shall pay to Dover the lesser of the amount of its Tax Benefit and the amount of the corresponding Tax Detriment in accordance with Section 2.02(b). To the extent any Tax deduction that is described in the first sentence of this Section 2.03 and claimed by any member of the Xxxxxxx Group is disallowed to any and all members of the Xxxxxxx Group and a Tax Authority makes a Determination that a member of the Dover Group is entitled to such deduction, Xxxxxxx shall notify Dover of the receipt of such Determination, promptly after receipt thereof, and Dover shall pay to Xxxxxxx the lesser of the amount of its Tax Benefit and the amount of the Corresponding Portion of the Tax Detriment in accordance with Section 2.02(b).

Appears in 4 contracts

Samples: Tax Matters Agreement (DOVER Corp), Tax Matters Agreement (Knowles Corp), Tax Matters Agreement (Knowles Corp)

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Option Deductions. Solely the The member of the Dover Group or the Xxxxxxx Apergy Group for which the relevant individual is currently employed or, if such individual is not currently employed by a member of either group, was most recently employed, at the time of the vesting, exercise, disqualifying disposition, payment or other relevant taxable event, as appropriate, in respect of equity awards and other incentive compensation of such individual described in the EMA, shall be entitled solely to claim any income Tax deduction in respect of such equity awards and other incentive compensation on its respective Tax Return associated with such event. To the extent any Tax deduction that is described in the first sentence of this Section 2.03 and claimed by any member of the Dover Group is disallowed to any and all members of the Dover Group and a Tax Authority makes a Determination that a member of the Xxxxxxx Apergy Group is entitled to such deduction, Dover shall notify Xxxxxxx Apergy of the receipt of such Determination, promptly after receipt thereof, and Xxxxxxx Apergy shall pay to Dover the lesser of the amount of its Tax Benefit and the amount of the corresponding Tax Detriment in accordance with Section 2.02(b). To the extent any Tax deduction that is described in the first sentence of this Section 2.03 and claimed by any member of the Xxxxxxx Apergy Group is disallowed to any and all members of the Xxxxxxx Apergy Group and a Tax Authority makes a Determination that a member of the Dover Group is entitled to such deduction, Xxxxxxx Apergy shall notify Dover of the receipt of such Determination, promptly after receipt thereof, and Dover shall pay to Xxxxxxx Apergy the lesser of the amount of its Tax Benefit and the amount of the Corresponding Portion of the Tax Detriment in accordance with Section 2.02(b).

Appears in 3 contracts

Samples: Tax Matters Agreement (DOVER Corp), Tax Matters Agreement (Apergy Corp), Tax Matters Agreement (Apergy Corp)

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Option Deductions. Solely the member of the Dover Abbott Group or the Xxxxxxx AbbVie Group for which the relevant individual is currently employed or, if such individual is not currently employed by a member of either group, was most recently employed, at the time of the vesting, exercise, disqualifying disposition, payment or other relevant taxable event, as appropriate, in respect of equity awards and other incentive compensation of such individual described in Section 6.01(a) of the EMA, shall be entitled to claim any income Tax deduction in respect of such equity awards and other incentive compensation on its respective Tax Return associated with such event. To the extent any Tax deduction that is described in the first sentence of this Section 2.03 and claimed by any member of the Dover Abbott Group is disallowed to any and all members of the Dover Abbott Group and a Tax Authority makes a Determination that a member of the Xxxxxxx AbbVie Group is entitled to such deduction, Dover Abbott shall notify Xxxxxxx AbbVie of the receipt of such Determination, promptly after receipt thereof, and Xxxxxxx AbbVie shall pay to Dover Abbott the lesser of the amount of its Tax Benefit and the amount of the corresponding Tax Detriment in accordance with Section 2.02(b). To the extent any Tax deduction that is described in the first sentence of this Section 2.03 and claimed by any member of the Xxxxxxx AbbVie Group is disallowed to any and all members of the Xxxxxxx AbbVie Group and a Tax Authority makes a Determination that a member of the Dover Abbott Group is entitled to such deduction, Xxxxxxx AbbVie shall notify Dover Abbott of the receipt of such Determination, promptly after receipt thereof, and Dover Abbott shall pay to Xxxxxxx AbbVie the lesser of the amount of its Tax Benefit and the amount of the Corresponding Portion of the corresponding Tax Detriment in accordance with Section 2.02(b).

Appears in 2 contracts

Samples: Tax Sharing Agreement (AbbVie Inc.), Tax Sharing Agreement (AbbVie Inc.)

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