State Tax means any Tax imposed by any State of the United States or by any political subdivision of any such State, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.
Subsequent Distribution shall have the meaning set forth in the preamble hereto.
Subsidiary shall have the meaning set forth in the Separation Agreement.
Tax or Taxes shall mean (i) all taxes, charges, fees, duties, levies, imposts, rates or other assessments or governmental charges of any kind imposed by any federal, state, local or non-United States Taxing Authority, including, without limitation, income, gross receipts, employment, estimated, excise, severance, stamp, occupation, premium, windfall profits, environmental, custom duties, property, sales, use, license, capital stock, transfer, franchise, registration, payroll, withholding, social security, unemployment, disability, value added, alternative or add-on minimum or other taxes, whether disputed or not, and including any interest, penalties, charges or additions attributable thereto, (ii) liability for the payment of any amount of the type described in clause (i) above arising as a result of being (or having been) a member of any group or being (or having been) included or required to be included in any Tax Return related thereto, and (iii) liability for the payment of any amount of the type described in clauses (i) or (ii) above as a result of any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other Person.
Tax Attribute shall mean net operating losses, capital losses, research and experimentation credit carryovers, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, overall domestic losses, previously taxed earnings and profits, separate limitation losses and any other losses, deductions, credits or other comparable items that could affect a Tax liability for a past or future taxable period.
Tax Certificates shall mean any certificates of officers of Fortive and Vontier, provided to Skadden, Arps, Slate, Meagher & Flom LLP or any other Law or accounting firm in connection with any Tax Opinion issued in connection with the Transactions.
Tax Contest shall have the meaning set forth in Section 6.1.
Tax-Free Status of the Transactions shall mean the qualification of (i) the Contribution (and Fortives receipt of the Vontier Common Stock and Vontier Contribution Payment in connection therewith), the Distribution and any Subsequent Distributions, taken together, as a reorganization described in Sections 368(a)(1)(D) and 355(a) of the Code, with each of Fortive and Vontier being a party to the reorganization, in which no income or gain is recognized by Fortive, Vontier or the holders of Fortive Common Stock pursuant to Sections 355, 361 and 1032 of the Code, other than, in the case of Fortive and Vontier, intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code, (ii) any Debt-for-Equity Exchange as a transfer of qualified property to creditors of Fortive in connection with the reorganization within the meaning of Section 361(c) of the Code and (iii) the transactions described on Schedule A as being free from Tax to the extent set forth therein.
Tax Item shall mean any item of income, gain, loss, deduction, or credit.