Amended Returns and Carrybacks. (a) Vontier shall not, and shall not permit any member of the Vontier Group to, file or allow to be filed any request for an Adjustment for any Pre-Distribution Period without the prior written consent of Fortive, such consent to be exercised in Fortive’s sole discretion. (b) Vontier shall, and shall cause each member of the Vontier Group to, make any available elections to waive the right to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period. (c) Vontier shall not, and shall cause each member of the Vontier Group not to, without the prior written consent of Fortive, make any affirmative election to carry back any Tax Attribute from a Post-Distribution Period to a Pre-Distribution Period, such consent to be exercised in Fortive’s sole discretion. (d) Receipt of consent by Vontier or a member of the Vontier Group from Fortive pursuant to the provisions of this Section 3.8 shall not limit or modify Vontier’s continuing indemnification obligation pursuant to Article V.
Appears in 2 contracts
Sources: Tax Matters Agreement (Vontier Corp), Tax Matters Agreement (Vontier Corp)