Common use of Treatment of Payments Clause in Contracts

Treatment of Payments. The Parties agree that any payment made among the Parties pursuant to this Agreement shall be treated, to the extent permitted by Law, for all U.S. federal income Tax purposes as either (i) a non-taxable contribution by FIUI to NewCo, or (ii) a distribution by NewCo to FIUI, and, with respect to any payment made among the Parties pursuant to this Agreement after the Distributions, such payment shall be treated as having been made immediately prior to the Distributions. Notwithstanding the foregoing, Flex shall notify NewCo if it reasonably determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, and the Parties agree to treat any such payment accordingly.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Nextracker Inc.), Tax Matters Agreement (Flex Ltd.), Tax Matters Agreement (Nextracker Inc.)

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Treatment of Payments. The Parties agree that any payment made among the Parties pursuant to this Agreement shall be treated, to the extent permitted by Law, for all U.S. federal income Tax purposes as either (i) a non-taxable contribution by FIUI Xxxxxxx to NewCoVeralto, or (ii) a distribution by NewCo Veralto to FIUIXxxxxxx, and, with respect to any payment made among the Parties pursuant to this Agreement after the DistributionsDistribution, such payment shall be treated as having been made immediately prior to the DistributionsDistribution. Notwithstanding the foregoing, Flex Xxxxxxx shall notify NewCo Veralto if it reasonably determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, and the Parties agree to treat any such payment accordingly.

Appears in 4 contracts

Samples: Tax Matters Agreement (Veralto Corp), Tax Matters Agreement (Danaher Corp /De/), Tax Matters Agreement (Veralto Corp)

Treatment of Payments. The Parties agree that any payment made among between the Parties pursuant to this Agreement shall be treatedtreated for all U.S. federal income tax purposes, to the extent permitted by Law, for all U.S. federal income Tax purposes as either (i) a non-taxable contribution by FIUI Xxxxxxxxx to NewCoWKKC, or (ii) a distribution by NewCo WKKC to FIUIKellanova, and, with respect to in the case of any payment made among between the Parties pursuant to this Agreement after the DistributionsDistribution, such payment shall be treated as having been made immediately prior to the DistributionsDistribution. Notwithstanding the foregoing, Flex Xxxxxxxxx shall notify NewCo WKKC if it reasonably determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, and the Parties agree to treat any such payment accordingly.

Appears in 4 contracts

Samples: Tax Matters Agreement (WK Kellogg Co), Tax Matters Agreement (WK Kellogg Co), Tax Matters Agreement (Kellanova)

Treatment of Payments. The Parties agree that any payment made among the Parties pursuant to this Agreement shall be treated, to the extent permitted by Law, for all U.S. federal income Tax tax purposes as either (i) a non-taxable contribution by FIUI Fortive to NewCo, Vontier or (ii) a distribution by NewCo Vontier to FIUIFortive, and, with respect to any payment made among the Parties pursuant to this Agreement after the DistributionsDistribution, such payment shall be treated as having been made immediately prior to the DistributionsDistribution. Notwithstanding the foregoing, Flex Fortive shall notify NewCo Vontier if it reasonably determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, and the Parties agree to treat any such payment accordingly.

Appears in 3 contracts

Samples: Tax Matters Agreement (Vontier Corp), Tax Matters Agreement (Vontier Corp), Tax Matters Agreement (Vontier Corp)

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Treatment of Payments. The Parties agree that any payment made among the Parties pursuant to this Agreement shall be treated, to the extent permitted by Law, for all U.S. United States federal income Tax purposes as either (i) a non-taxable contribution by FIUI Xxxxxxx to NewCoEnvista, or (ii) a distribution by NewCo Envista to FIUIXxxxxxx, and, with respect to any payment made among the Parties pursuant to this Agreement after the DistributionsDistribution, such payment shall be treated as having been made immediately prior to the DistributionsDistribution. Notwithstanding the foregoing, Flex Xxxxxxx shall notify NewCo Envista if it reasonably determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, and the Parties agree to treat any such payment accordingly.

Appears in 2 contracts

Samples: Tax Matters Agreement (Envista Holdings Corp), Tax Matters Agreement (Envista Holdings Corp)

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