Covered Transaction Tax definition

Covered Transaction Tax has the meaning ascribed to such term in Section 3.01(a).
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Covered Transaction Tax means (i) liabilities sustained by Dover or Apergy as a result of the Distribution failing to qualify as Tax-free to the Dover shareholders pursuant to Section 355(a) of the Code; and (ii) federal, state, local, and foreign Tax imposed by any Tax Authority on Dover or any Dover Affiliate or Apergy or any Apergy Affiliate as a result of (x) the failure of any of the transactions described in any Tax Opinion (including each Internal Distribution) to be treated as provided in such opinion; or (y) the failure of any of the Ruling Transactions to be treated as provided in such rulings; and (iii) any other Indemnifiable Losses incurred by a member of the Dover Group or the Apergy Group (determined after the Separation) in connection with the liabilities or Taxes described in subclauses (i) and (ii) (each of subclauses (i) through (iii), a “Covered Transaction Tax”).
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Examples of Covered Transaction Tax in a sentence

  • Notwithstanding anything to the contrary in this Agreement, ▇▇▇▇▇▇▇ shall be responsible for, and shall indemnify Dover and hold Dover harmless from, any Covered Transaction Tax resulting from a Specified Action of ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate, regardless of whether the exception of this Section 4.02(d) is satisfied with respect to such act.

  • Notwithstanding anything to the contrary in this Agreement, Apergy shall be responsible for, and shall indemnify Dover and hold Dover harmless from, any Covered Transaction Tax resulting from a Specified Action of Apergy or any Apergy Affiliate, regardless of whether the exception of this Section 4.02(d) is satisfied with respect to such act.

  • Furthermore BioPharma may participate in any Tax Contest with respect to any Covered Transaction Tax (as hereinafter defined), and Biotechnologies shall consider in good faith BioPharma’s advice with respect thereto, regardless of whether BioPharma has liability or indemnification obligations with respect to such Tax under this Agreement.

  • Apergy shall have full responsibility and discretion in conducting, including settling, any Tax Contest involving a Tax Return which includes only members of the Apergy Group (taking into account any adjustment to the entities included on such Tax Return asserted in, or arising from, any Tax Contest) other than a Covered Transaction Tax or any Tax described in Section 2.01(b)(ii).

  • Except as otherwise provided in Section 3.01(c), Dover shall be responsible for, and shall indemnify and hold harmless the Apergy Group from any Covered Transaction Tax resulting from (i) any breach by any member of the Dover Group of any of the representations or covenants under Article IV hereof or (ii) any Section 355(e) Event with respect to a member of the Dover Group.

  • Notwithstanding anything to the contrary in this Agreement, Controlled shall be liable for, and shall indemnify and hold harmless Distributing from any Covered Transaction Tax resulting from a Tainting Act by Controlled or its Affiliates, regardless of whether the exception of this Section 4.02(d) is satisfied with respect to such act.

  • Apergy covenants and agrees that it shall not take, and it shall cause its Affiliates to refrain from taking, any action that results in, or reasonably may be expected to result in, any Covered Transaction Tax described in Section 3.01(b).

  • Hospira shall have full responsibility and discretion in conducting, including settling, any Tax Contest involving a Tax for which it is responsible under Section 2.01(b), except for any Tax Contest involving any Covered Transaction Tax for which Hospira is responsible under Section 3.01(b) and any Transition Period Tax for which Hospira is responsible under Section 3.02.

  • Abbott shall have full responsibility and discretion in conducting, including settling, any Tax Contest involving (x) any Tax for which it is responsible under Section 2.01(a), (y) any Covered Transaction Tax for which Hospira is responsible under Section 3.01(b), except as provided in paragraph (iii), below and (z) any Transition Period Tax for which Hospira is responsible under Section 3.02.

  • Furthermore Distributing may participate in any Tax Contest with respect to any Covered Transaction Tax (as hereinafter defined), and Controlled shall consider in good faith Distributing's advice with respect thereto, regardless of whether Distributing has liability or indemnification obligations with respect to such Tax under this Agreement.