Common use of Sole Tax Sharing Agreement Clause in Contracts

Sole Tax Sharing Agreement. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the Company Group, on the one hand, and any member of the SpinCo Group, on the other hand, if not previously terminated, shall be terminated as of the Distribution Date without any further action by the parties thereto. Following the Distribution, no member of the SpinCo Group or the Company Group shall have any further rights or liabilities thereunder, and, [except for [·]]5, this Agreement shall be the sole Tax sharing agreement between the members of the SpinCo Group or the Parent Group, on the one hand, and the members of the Company Group, on the other hand. 5 Note to Draft: Tax-related provisions of other Ancillary Agreements and the Canada Xxxx of Sale to be cross-referenced. Currently, agreements to be cross-referenced are: Sections 3 and 4 of the Assignment and Assumption Agreement and Xxxx of Sale among General Electric Canada, General Electric Canada Company and Wabtec Transportation Canada Inc.; Sections 4.03 and 4.04 of the Research Center Rental Agreement, dated as of December 1, 2018, between GE India Industrial Pvt Ltd and GE Global Sourcing India Private Limited; Section 5.04 of the Transition Services Agreement between General Electric Company and Transportation Systems Holdings Inc.; Sections 4.04 and 4.05 of the Research and Development Agreement between General Electric Company and Transportation Systems holdings Inc.; the Employee Matters Agreement (to the extent relating to Taxes) among General Electric Company, Transportation Systems Holdings Inc., Westinghouse Air Brake Technologies Corporation and Wabtec US Rail, Inc.; and Sections 4.04 and 4.05 of the Research & Development Agreement between GE India Industrial Pvt Ltd and Transportation Systems Holding Inc.

Sole Tax Sharing Agreement. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the Company Group, on the one hand, and any member of the SpinCo Group, on the other hand, if not previously terminated, shall be terminated as of the Distribution Date without any further action by the parties thereto. Following the Distribution, no member of the SpinCo Group or the Company Group shall have any further rights or liabilities thereunder, and, [except for [·]]5, this Agreement shall be the sole Tax sharing agreement between the members of the SpinCo Group or the Parent Group, on the one hand, and the members of the Company Group, on the other hand. 5 Note to Draft: Tax-related provisions of other Ancillary Agreements and the Canada Xxxx of Sale to be cross-referenced. Currently, agreements to be cross-referenced are: Sections 3 and 4 of the Assignment and Assumption Agreement and Xxxx of Sale among General Electric Canada, General Electric Canada Company and Wabtec Transportation Canada Inc.; Sections 4.03 and 4.04 of the Research Center Rental Agreement, dated as of December 1, 2018, between GE India Industrial Pvt Ltd and GE Global Sourcing India Private Limited; Section 5.04 of the Transition Services Agreement between General Electric Company and Transportation Systems Holdings Inc.; Sections 4.04 and 4.05 of the Research and Development Agreement between General Electric Company and Transportation Systems holdings Inc.; the Employee Matters Agreement (to the extent relating to Taxes) among General Electric Company, Transportation Systems Holdings Inc., Westinghouse Air Brake Technologies Corporation and Wabtec US Rail, Inc.; and Sections 4.04 and 4.05 of the Research & Development Agreement between GE India Industrial Pvt Ltd and Transportation Systems Holding Inc.Inc. 15 SECTION 3. Certain Pre-Closing Matters. [Intentionally Omitted] SECTION 4.