{"id":43762,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/tax-sharing-agreement-spx-corp-and-inrange-technologies-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"tax-sharing-agreement-spx-corp-and-inrange-technologies-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/tax-sharing-agreement-spx-corp-and-inrange-technologies-corp.html","title":{"rendered":"Tax Sharing Agreement &#8211; SPX Corp. and Inrange Technologies Corp."},"content":{"rendered":"<pre>\n                              TAX SHARING AGREEMENT\n\n                                       BY\n\n                                 SPX CORPORATION\n\n                                       AND\n\n                        INRANGE TECHNOLOGIES CORPORATION\n   2\n                                TABLE OF CONTENTS\n\n\n\n                                                                               PAGE\n                                                                               ----\n                                                                            \nSECTION 1. Definition of Terms ............................................      1\n\nSECTION 2. Allocation of Income Tax Liabilities ...........................      6\n\n   2.1.  Federal Income Tax ...............................................      6\n   2.2.  Other Income Taxes ...............................................      7\n   2.3.  Calculation of Income Tax Liability ..............................      7\n   2.4.  Income Taxes from the Distribution ...............................      8\n   2.5.  Income Tax Payments and Intercompany Billings ....................      9\n\nSECTION 3.  Preparation and Filing of Tax Returns .........................      9\n\n   3.1.  General ..........................................................      9\n   3.2.  Pre-Deconsolidation Period and Straddle Period Tax Returns .......      9\n   3.3.  Post-Deconsolidation Period Tax Returns ..........................     10\n   3.4.  Tax Accounting Practices .........................................     10\n   3.5.  Right to Review Tax Returns ......................................     11\n\nSECTION 4.  Refunds, Carrybacks and Tax Benefits ..........................     11\n\n   4.1.  Compensation for Use of INRANGE Consolidated Period Tax Items ....     11\n   4.2.  Claims for Refund, Carrybacks, and Self-Audit Adjustments ........     12\n   4.3.  Adjustment  of Tax Items .........................................     14\n   4.4.  Adjustments on Audit .............................................     14\n\nSECTION 5.  Tax Payments and Intercompany Billings ........................     15\n\n   5.1.  Payment of Income Taxes With Respect to SPX Consolidated Returns..     15\n   5.2.  Payment of Income Tax Related to Adjustments .....................     16\n   5.3.  Compensation for use of INRANGE Consolidated Period Tax Items ....     17\n   5.4.  Payment of Refunds and Other Tax Benefits ........................     17\n   5.5.  Payment for Carrybacks ...........................................     18\n   5.6.  Payment for Adjustments on Audit .................................     18\n   5.7.  Right to Offset ..................................................     18\n\nSECTION 6.  Assistance and Cooperation ....................................     18\n\n   6.1.  General ..........................................................     18\n   6.2.  Tax Return Information; Calculation of Amounts Due ...............     19\n\n\n\n\n                                      -i-\n   3\n\n                                                                          \nSECTION 7.  Tax Records ...............................................       20\n\n   7.2.  Access to Tax Records ........................................       20\n\nSECTION 8.  Control of Tax Contests ...................................       21\n\nSECTION 9.  Survival of Obligations ...................................       21\n\nSECTION 10.  Treatment of Payments; Tax Gross Up ......................       21\n\n   10.1.  Treatment of  Indemnity and Tax Benefit Payments ............       21\n   10.2.  Tax Gross Up ................................................       21\n   10.3.  Interest Under This Agreement ...............................       22\n\nSECTION 12.  Disagreements ............................................       22\n\nSECTION 13.  Late Payments ............................................       23\n\nSECTION 14.  Expenses .................................................       23\n\nSECTION 15.  Effect on Pre-existing Liabilities .......................       23\n\nSECTION 16.  General Provisions .......................................       23\n\n   16.1. Notices ......................................................       23\n   16.2.  Counterparts ................................................       24\n   16.3.  Binding Effect; Assignment ..................................       25\n   16.4.  Severability ................................................       25\n   16.5.  Waiver ......................................................       25\n   16.6.  Amendment ...................................................       26\n   16.7.  Interpretation ..............................................       26\n   16.8.  Effective Time ..............................................       26\n   16.9.  Governing Law ...............................................       26\n\n\n\n                                      -ii-\n   4\n                              TAX SHARING AGREEMENT\n\n   \n      This Agreement is entered into as of September 18, 2000 by SPX\nCorporation, a Delaware corporation (\"SPX\"), and INRANGE Technologies\nCorporation, a Delaware corporation (\"INRANGE\"). Capitalized terms used in this\nAgreement are defined herein. Unless otherwise indicated, all \"Section\"\nreferences in this Agreement are to sections of this Agreement.\n    \n\n                                    RECITALS\n\n      WHEREAS, INRANGE is currently a wholly-owned subsidiary of SPX;\n\n      WHEREAS, SPX and INRANGE currently contemplate that INRANGE will make an\ninitial public offering pursuant to the [Prospectus, dated , 2000, of INRANGE]\nof [ ] shares of its common stock (the \"INITIAL PUBLIC OFFERING\") that will\nreduce SPX's ownership of INRANGE to not less than 80%; and\n\n      WHEREAS, the Companies desire to provide for and agree upon the allocation\nbetween the parties of liabilities for certain Income Taxes arising prior to, as\na result of, and subsequent to a Deconsolidation, and to provide for and agree\nupon other matters relating to such Income Taxes;\n\n      NOW, THEREFORE, in consideration of the premises and the representations,\nwarranties, covenants and agreements herein contained, and for other good and\nvaluable consideration, the receipt and sufficiency of which are hereby\nacknowledged, and intending to be legally bound hereby, the parties hereby agree\nas follows: \n\nSECTION 1. DEFINITION OF TERMS.\n\n      For purposes of this Agreement (including the recitals hereof), the\nfollowing terms have the following meanings:\n\n      \"ACCOUNTING FIRM\" shall have the meaning provided in Section 12.\n\n      \"ADJUSTMENT REQUEST\" means any formal or informal claim or request filed\nwith any Tax Authority, or with any administrative agency or court, for the\nadjustment, refund, or credit of\n   5\nIncome Taxes, including (a) any amended Tax Return claiming adjustment to the\nIncome Taxes as reported on the Tax Return, or if applicable, as previously\nadjusted, or (b) any claim for refund or credit of Income Taxes previously paid.\n\n      \"AFFILIATE\" means any entity that directly or indirectly is \"controlled\"\nby the person or entity in question. \"Control\" means the possession, directly or\nindirectly, of the power to direct or cause the direction of the management and\npolicies of a person, whether through ownership of voting securities, by\ncontract or otherwise. Except as otherwise provided herein, the term Affiliate\nshall refer to Affiliates of a person as determined immediately after the\nDeconsolidation.\n\n      \"AGREEMENT\" means this Tax Sharing Agreement.\n\n      \"CARRYBACK\" means any net operating loss, net capital loss, tax credit or\nother similar Tax Item which may or must be carried from one Tax Period to an\nearlier Tax Period under the Code or other applicable Tax Law.\n\n       \"CARRYFORWARD\" means any net operating loss, net capital loss, tax credit\nor other similar Tax Item which may or must be carried from one Tax Period to a\nlater Tax Period under the Code or other applicable Tax Law.\n\n      \"CARRYBACK GROUP\" shall have the meaning set forth in Section 4.2(c).\n\n      \"CODE\" means the U.S. Internal Revenue Code of 1986, as amended from\ntime to time, or any successor law.\n\n      \"COMPANY\" means SPX or INRANGE.\n\n      \"CONSOLIDATED INCOME TAX RETURN\" or \"COMBINED INCOME TAX RETURN\" means any\nTax Return which is computed by reference to the assets and activities of\nmembers of the SPX Separate Group and the INRANGE Group.\n\n\n                                      -2-\n   6\n      \"CONSOLIDATED PERIOD\" or \"CONSOLIDATED PERIODS\" means any Taxable Period\nor Periods beginning on or after, or including, the Initial Public Offering\nClosing Date in which INRANGE is a member of the SPX Group.\n\n      \"CURRENT PERIOD\" means the Taxable Period which includes the Initial\nPublic Offering Closing Date.\n\n      \"DECONSOLIDATION\" means any event pursuant to which INRANGE ceases to be a\nmember of the SPX Group.\n\n      \"DECONSOLIDATION DATE\" means the day on which INRANGE ceases to be a\nmember of the SPX Group, as determined under Treasury Regulation Section\n1.1502-76(b).\n\n      \"FEDERAL INCOME TAX\" means any Income Tax imposed by the United States\ngovernment.\n\n      \"INCOME TAX\" means all taxes imposed by any governmental entity or\npolitical subdivision thereof (i) based upon, measured by, or calculated with\nrespect to, net income or net receipts, proceeds or profits or (ii) based upon,\nmeasured by, or calculated with respect to multiple bases (including, but not\nlimited to, corporate franchise and occupation taxes) if such tax may be based\nupon, measured by, or calculated with respect to one or more bases described in\nclause (i) above; and, for purposes of both clauses (i) and (ii) above,\nincluding any fee, assessment, or other charge in the nature of or in lieu of\nany tax, and any interest, penalties, additions to tax, or additional amounts in\nrespect of the foregoing.\n\n      \"INITIAL PUBLIC OFFERING\" shall have the meaning set forth in the\nRecitals.\n\n      \"INITIAL PUBLIC OFFERING CLOSING DATE\" means the date of the closing of\nthe Initial Public Offering.\n\n      \"INTEREST RATE\" means the base rate on corporate loans charged by\nCitibank, N.A., New York, New York from time to time, compounded on each March\n31, June 30, September 30 and December 31.\n\n\n\n                                      -3-\n   7\n      \"INTERNAL REVENUE SERVICE\" means the United States Internal Revenue\nService or the United States Department of the Treasury, as the context\nrequires.\n\n      \"INRANGE GROUP\" means INRANGE and all corporations included in the INRANGE\nFederal Consolidated Return, or, during any Consolidated Period, that would be\nincluded in such Return if INRANGE were not included in the SPX Federal\nConsolidated Return.\n\n      \"INRANGE FEDERAL CONSOLIDATED RETURN\" means any United States federal Tax\nReturn or Returns in respect of periods after the Consolidated Period filed by\nINRANGE alone or by the affiliated group (as that term is defined in Code\nSection 1504) that includes INRANGE as the common parent.\n\n      \"MEASURING DATE\" shall have the meaning set forth in Section 4.1.\n\n      \"OTHER GROUP\" shall have the meaning set forth in Section 4.2(c).\n\n      \"OTHER GROUP CARRYBACK\" shall have the meaning set forth in Section\n4.2(c).\n\n      \"OTHER INCOME TAX\" means any Income Tax imposed by any State of the United\nStates or by any political subdivision of any such State or any any Income Tax\nimposed by any foreign country or any possession of the United States, or by any\npolitical subdivision of any foreign country or United States possession.\n\n      \"PAYMENT DATE\" means (i) with respect to any SPX Federal Consolidated\nReturn, the due date for any required installment of estimated taxes determined\nunder Code Section 6655, the due date (determined without regard to extensions)\nfor filing the return determined under Code Section 6072, and the date the\nreturn is filed, and (ii) with respect to any Consolidated or Combined Income\nTax Return relating to any Other Income Tax, the corresponding dates determined\nunder the applicable Tax Law.\n\n      \"POST-DECONSOLIDATION PERIOD\" means any Tax Period beginning after the\nDeconsolidation Date, and, in the case of any Straddle Period, the portion of\nsuch Straddle Period beginning the day after the Deconsolidation Date.\n\n\n\n\n                                      -4-\n   8\n      \"PRE-DECONSOLIDATION PERIOD\" means any Tax Period ending on or before the\nDeconsolidation Date, and, in the case of any Straddle Period, the portion of\nsuch Straddle Period ending on the Deconsolidation Date.\n\n      \"RESPONSIBLE COMPANY\" means, with respect to any Tax Return, the Company\nhaving responsibility for preparing and filing such Tax Return under this\nAgreement.\n\n      \"SPX FEDERAL CONSOLIDATED RETURN\" means any United States federal\nConsolidated Income Tax Return for the affiliated group (as that term is defined\nin Code Section 1504) that includes SPX as the common parent and that includes,\nduring the Consolidated Periods, the INRANGE Group.\n\n      \"SPX GROUP\" means all corporations included in the SPX Federal\nConsolidated Return.\n\n      \"SPX SEPARATE GROUP\" shall mean the SPX Group other than members of the\nINRANGE Group.\n\n      \"STRADDLE PERIOD\" means any Tax Period that begins on or before and ends\nafter the Deconsolidation Date.\n\n      \"TAX AUTHORITY\" means, with respect to any Income Tax, the governmental\nentity or political subdivision thereof that imposes such Income Tax, and the\nagency (if any) charged with the collection of such Income Tax for such entity\nor subdivision.\n\n      \"TAX BENEFIT\" means any refund of, credit against, or other reduction in\notherwise required Income Tax payments (including any reduction in estimated tax\npayments) and any interest in respect of the foregoing, net of the effect on\notherwise required Income Tax payments of any associated or corresponding item\nof income or gain, or other increase in otherwise required Income Tax payments.\n\n      \"TAX CONTEST\" means an audit, review, examination, or any other\nadministrative or judicial proceeding with the purpose or effect of\nredetermining Income Taxes of any of the\n\n\n\n\n                                      -5-\n   9\nCompanies or their Affiliates (including any administrative or judicial review\nof any claim for refund).\n\n      \"TAX ITEM\" means, with respect to any Income Tax, any item of income,\ngain, loss, deduction, or credit.\n\n      \"TAX LAW\" means the law of any governmental entity or political\nsubdivision thereof relating to any Income Tax.\n\n      \"TAX PERIOD\" or \"TAXABLE PERIOD\" means, with respect to any Income Tax,\nthe period for which the Income Tax is reported as provided under the Code or\nother applicable Tax Law.\n\n      \"TAX RECORDS\" means Tax Returns, Tax Return workpapers, documentation\nrelating to any Tax Contests, and any other books of account or records required\nto be maintained under the Code or other applicable Tax Laws or under any record\nretention agreement with any Tax Authority.\n\n      \"TAX RETURN\" means any report of Income Taxes due, any claims for refund\nof Income Taxes paid, any information return with respect to Income Taxes, or\nany other similar report, statement, declaration, or document required to be\nfiled under the Code or other Tax Law, including any attachments, exhibits, or\nother materials submitted with any of the foregoing, and including any\namendments or supplements to any of the foregoing.\n\n      \"TREASURY REGULATIONS\" means the regulations promulgated from time to time\nunder the Code as in effect for the relevant Tax Period.\n\nSECTION 2. ALLOCATION OF INCOME TAX LIABILITIES.\n\n      2.1.  FEDERAL INCOME TAX.\n\n      Except as otherwise provided in this Agreement, Federal Income Tax\nliability shall be allocated as follows:\n\n         (a) Consolidated Periods. For each Consolidated Period, INRANGE shall\nbe liable for and pay to SPX an amount equal to Federal Income Tax determined\nunder the \"Stand Alone\n\n\n\n\n\n                                      -6-\n   10\nMethod.\" Under this method INRANGE's liability for Income Tax for any Taxable\nPeriod is computed as if, since the Initial Public Offering Closing Date,\nINRANGE had (i) never been part of the SPX Group and (ii) filed a federal\nConsolidated Income Tax Return as parent of the INRANGE Group with each eligible\nmember of the INRANGE Group; provided, however, that the provisions of Section\n2.3(a) regarding special rules for application of the Stand Alone Method shall\napply. SPX shall be liable for all Federal Income Tax for the Consolidated\nPeriod other than amounts for which INRANGE is liable pursuant to this Section\n2.1(a).\n\n         (b) Non-Consolidated Periods. INRANGE shall be responsible for all\nFederal Income Tax imposed on members of the INRANGE Group with respect to all\nperiods which are not Consolidated Periods. SPX shall be responsible for all\nFederal Income Tax imposed on members of the SPX Separate Group with respect to\nall periods which are not Consolidated Periods. \n         \n    2.2. OTHER INCOME TAXES.\n\n         Except as otherwise provided in this Agreement, the liability for any\nOther Income Tax shall be allocated as follows:\n\n         (a) Consolidated or Combined Income Tax Returns. INRANGE shall be\nliable for and pay to SPX any Other Income Tax with respect to any Consolidated\nor Combined Income Tax Return for such Income Taxes in an amount that is equal\nto the amount determined under the Stand Alone Method for the period covered by\nsuch Tax Return. SPX shall be liable for and pay any Other Income Tax with\nrespect to any Consolidated or Combined Income Tax Return for such Income Taxes\nother than the amount for which INRANGE is liable pursuant to this Section 2.2.\n\n         (b) Income Tax Returns which are not Consolidated or Combined Income\nTax Returns. INRANGE shall be responsible for any Other Income Tax imposed on\nmembers of the INRANGE Group with respect to any Tax Return which is not a\nConsolidated or Combined Income Tax Return. SPX shall be responsible for any\nOther Income Tax imposed on members\n\n\n\n\n                                      -7-\n   11\nof the SPX Group with respect to any Tax Return which is not a Consolidated or\nCombined Income Tax Return.\n\n     2.3. CALCULATION OF INCOME TAX LIABILITY.\n\n         (a) Stand Alone Method. The following rules shall apply for purposes of\ncomputing INRANGE's liability under the Stand Alone Method - (i) during\nConsolidated Periods all computations shall apply the separate tax liability\nadjustment principles of Treasury Regulation Section 1.1552-1(a)(2)(ii), or any\nsuccessor provision thereto, as they would apply between (x) the SPX Separate\nGroup and (y) the INRANGE Group, (ii) during Consolidated Periods all\ncomputations shall be made in conformity with the positions, elections and\naccounting methods used by SPX in preparing the Consolidated or Combined Income\nTax Returns of the SPX Group; (iii) the highest marginal tax rate to which the\nINRANGE Group could be subject under applicable Tax Law shall be deemed to be\nthe only Income Tax rate to which such group is subject under such law; and (iv)\nsubject to (i) through (iii) above, all computations and other determinations\nshall be made in accordance with the laws and regulations applying to affiliated\ngroups filing consolidated returns (including, in the case of any company that\nbecomes or ceases to be a member of the SPX Group or the INRANGE Group, the laws\nand regulations applicable to a company that becomes or ceases to be a member of\nsuch Group), as well as all other relevant federal Income Tax laws and\nregulations (and similar rules shall apply in the case of Other Income Taxes in\nrespect to Consolidated or Combined Income Tax Returns for such Taxes).\n\n         (b)  Allocation of Tax Items.\n\n         (i) SPX shall allocate Tax Items for the Taxable Period in which a\nDeconsolidation occurs between the Pre-Deconsolidation Period of such Taxable\nPeriod and the Post-Deconsolidation Period of such Taxable Period in accordance\nwith any permitted method under the consolidated return provisions of the Code\nand Treasury Regulations.\n\n\n\n                                      -8-\n   12\n         (ii) SPX shall allocate Tax Items for the Current Period between the\nportion of such Period ending on the Initial Public Offering Closing Date and\nthe portion of such Period beginning after the Initial Public Offering Closing\nDate of such Taxable Period in accordance with any method that would be\npermitted in the event of a Deconsolidation.\n\n      2.4. INCOME TAXES FROM THE DISTRIBUTION.\n\n      Notwithstanding anything to the contrary contained herein, SPX shall be\nresponsible for and pay any and all liability for any Income Taxes of INRANGE\nresulting from the distribution on May 19, 2000 by INRANGE of 1000 shares of the\nClass A Common Stock of General Signal Healthcare Management, Inc., a Delaware\ncorporation, to General Signal Holdings Company, the sole stockholder of\nINRANGE. This shall include any Income Taxes resulting from any income or gain\nrecognized under Treasury Regulation Sections 1.1502-13 or 1.1502-19 (or any\ncorresponding provisions of other applicable Tax Laws) as a result of such\ndistribution.\n\n      2.5. INCOME TAX PAYMENTS AND INTERCOMPANY BILLINGS.\n\n      Each Company shall pay the Income Taxes allocated to it by this Section 2\neither to the applicable Taxing Authority or to the other Company in accordance\nwith Section 5.\n\nSECTION 3. PREPARATION AND FILING OF TAX RETURNS.\n\n      3.1. GENERAL.\n\n      Except as otherwise provided in this Section 3, Tax Returns shall be\nprepared and filed when due (including extensions) by the person obligated to\nfile such Tax Returns under the Code or applicable Tax Law. The Companies shall\nprovide, and shall cause their Affiliates to provide, assistance and cooperate\nwith one another in accordance with Section 6 with respect to the preparation\nand filing of Tax Returns, including providing information required to be\nprovided in Section 6.\n\n     3.2. PRE-DECONSOLIDATION PERIOD AND STRADDLE PERIOD TAX RETURNS.\n\n\n\n                                      -9-\n   13\n         SPX shall cause to be prepared and filed any Consolidated or Combined\nIncome Tax Return required to be filed for Pre-Deconsolidation Periods or\nStraddle Periods. For each Tax Period or portion thereof for which INRANGE or a\nmember of the INRANGE Group is included in a Tax Return described in the\npreceding sentence, INRANGE shall provide SPX with (i) a true and correct pro\nforma tax return for the INRANGE Group together with an accompanying computation\nof Tax liability of the INRANGE Group prepared in accordance with the Stand\nAlone Method, (ii) separate pro forma tax returns for each member of the INRANGE\nGroup together with accompanying computations of the separate tax return Tax\nliabilities of each member of the INRANGE Group, (iii) a reconciliation of book\nincome to federal taxable income for each member of the INRANGE Group, and (iv)\nany other information or documents reasonably requested by SPX. INRANGE hereby\nagrees to provide SPX with such returns and computations no later than the\nfifteenth day of the third month following the end of the period to which such\nreturns and computations relate. Except as otherwise requested by SPX, INRANGE,\nin preparing the above mentioned pro forma tax returns for the INRANGE Group,\nshall not consider or give effect to any (i) net operating loss carryover or\ncarryback, (ii) capital loss carryover or carryback, (iii) excess charitable\ndeduction carryover, (iv) excess tax carryover or carryback or (v) other similar\ncarryover or carryback items.\n\n      3.3. POST-DECONSOLIDATION PERIOD TAX RETURNS.\n\n      Except as otherwise provided in Section 3.2 with respect to Tax Returns\nrequired to be filed for Straddle Periods:\n\n         (1) All Tax Returns related to INRANGE or the INRANGE Group for\nPost-Deconsolidation Periods shall be prepared and filed (or caused to be\nprepared and filed) by INRANGE,\n\n\n\n                                      -10-\n   14\n         (2) All Tax Returns related to SPX or the SPX Group, excluding for this\npurpose INRANGE or members of the INRANGE Group, for Post-Deconsolidation\nPeriods shall be prepared and filed (or caused to be prepared and filed) by SPX.\n\n      3.4. TAX ACCOUNTING PRACTICES.\n\n      Any Tax Return for any Pre-Deconsolidation Period or any Straddle Period,\nand any Tax Return for any Post-Deconsolidation Period to the extent items\nreported on such Tax Return might reasonably affect items reported on any Tax\nReturn for any Pre-Deconsolidation Period or any Straddle Period, shall be\nprepared in accordance with past Income Tax accounting practices used with\nrespect to the Tax Returns in question (unless such past practices are no longer\npermissible under the Code or other applicable Tax Law), and to the extent any\nitems are not covered by past practices (or in the event such past practices are\nnot longer permissible under the Code or other applicable Tax Law), in\naccordance with reasonable Income Tax accounting practice selected by the\nResponsible Company.\n\n      3.5. RIGHT TO REVIEW TAX RETURNS.\n\n         The Responsible Company with respect to any Tax Return shall make such\nTax Return and related Tax Records available for review by the other Company, if\nrequested, to the extent (i) such Tax Return relates to Income Taxes for which\nthe requesting party may be liable, (ii) such Tax Return relates to Income Taxes\nfor which the requesting party may be liable in whole or in part for any\nadditional Income Taxes owing as a result of adjustments to the amount of Income\nTaxes reported on such Tax Return, (iii) such Tax Return relates to Income Taxes\nfor which the requesting party may have a claim for Tax Benefits under this\nAgreement, or (iv) the requesting party reasonably determines that it must\ninspect such Tax Return to confirm compliance with the terms of this Agreement.\nThe Responsible Company shall use its reasonable best efforts to make such Tax\nReturn and Tax Records available for review as required under this paragraph\nsufficiently in advance of the due date for filing such Tax Returns to provide\nthe requesting party with a meaningful opportunity to analyze and comment on\nsuch\n\n\n\n\n                                      -11-\n   15\nTax Returns and have such Tax Returns modified before filing, taking into\naccount the person responsible for payment of the Income Tax (if any) reported\non such Tax Return and the materiality of the amount of Income Tax liability\nwith respect to such Tax Return. The Companies shall attempt in good faith to\nresolve any issues arising out of the review of such Tax Returns or Tax Records.\n\nSECTION 4.  REFUNDS, CARRYBACKS AND TAX BENEFITS.\n\n      4.1. COMPENSATION FOR USE OF INRANGE CONSOLIDATED PERIOD TAX ITEMS.\n\n      In the event that (i) the SPX Group realizes an actual Tax Benefit during\nany Consolidated Period as a result of the use by members of the SPX Separate\nGroup of Tax Items of the INRANGE Group and (ii) the cumulative net amount of\nIncome Tax borne by the INRANGE Group under Sections 2 and 4 is greater by the\nend of any Taxable Period (a \"MEASURING DATE\") than the amount of the INRANGE\nGroup's cumulative Income Tax liability through the Measuring Date computed\nunder the Stand Alone Method (provided, however, that for any\nPost-Deconsolidation Period such computation shall be made without regard to\nclauses (iii) and (iv) of Section 2.3(a)), then SPX will pay to INRANGE, in\naccordance with Section 5.3, an amount equal to the lesser of (x) the excess of\nthe Tax Benefit actually realized by SPX referred to in clause (i) over the\namount of any prior payments to INRANGE pursuant to this Section 4.1 in respect\nof that Tax Benefit and (y) the excess referred to in clause (ii). The\ncumulative amounts under the preceding sentence shall be computed beginning on\nthe Initial Public Offering Closing Date.\n\n      4.2. CLAIMS FOR REFUND, CARRYBACKS, AND SELF-AUDIT ADJUSTMENTS.\n\n         (a) Adjustment Requests Related to Consolidated or Combined Income Tax\nReturns. SPX shall, in its sole absolute discretion, prepare and file all\nAdjustment Requests with respect to any Consolidated or Combined Income Tax\nReturn that included the INRANGE Group for a Pre-Deconsolidation Period. INRANGE\nshall provide to SPX all information required for the\n\n\n\n\n\n                                      -12-\n   16\npreparation and filing of such Adjustment Request in such form and detail as\nreasonably requested by SPX.\n\n         (b) Payment of Refunds and other Tax Benefits. Subject to Section\n4.2(c), any refunds or other Tax Benefits received by either Company (or any of\nits Affiliates) as a result of any Adjustment Request which are for the account\nof the other Company (or member of such other Company's Group) shall be paid by\nthe Company receiving (or whose Affiliate received) such refund or Tax Benefit\nto such other Company in accordance with Section 5.\n\n         (c) Ordering of and Payment for Carrybacks.\n\n           (i) In the event that a member of the SPX Separate Group, on the one\nhand, and a member of the INRANGE Group, on the other hand, are each entitled to\ncarryback a Tax Item to a Pre-Deconsolidation Period, the respective Tax Items\nshall be used under the rules of applicable Tax Law (which shall be, in the case\nof Carrybacks to such Tax Periods of the affiliated group of which SPX is the\ncommon parent, the rules contained in Treasury Regulation Section 1.1502-21).\n\n           (ii) Any Income Tax refund or other Tax Benefit resulting from the\nCarryback of any member of the SPX Group or the INRANGE Group, as the case may\nbe (the \"CARRYBACK GROUP\"), of any Tax Item arising after the Deconsolidation\nDate to a Pre-Deconsolidation Period shall be for the account of the Carryback\nGroup (and in the event INRANGE Group is the Carryback Group, then upon receipt\nof the Income Tax refund or other Tax Benefit SPX shall pay to INRANGE the\namount of such Income Tax refund or other Tax Benefit); provided, however, that\nif at the time of the use of the Carryback Tax Items of a member of the\nCarryback Group, a member of the SPX Group or the INRANGE Group, as the case may\nbe (the \"OTHER GROUP\") possesses Carryback Tax Items which, but for the ordering\nrule set forth in (i) above, would have been available to be used (the \"OTHER\nGROUP CARRYBACK\") in lieu of the Carryback Group's Tax Items, then (but only to\nthe extent of the Other Group Carryback) the Carryback\n\n\n\n\n\n                                      -13-\n   17\nGroup shall not be entitled to payment of the amount of such Income Tax refund\nor Tax Benefit until the date on which a member of the Other Group claims the\nOther Group Carryback on a Tax Return.\n\n           (iii) In the event the Carryback of Tax Items of a member of the SPX\nGroup or the INRANGE Group, as the case may be, does not result in an Income Tax\nrefund, due to an offsetting Income Tax adjustment to a member of the Other\nGroup, then the Other Group shall promptly pay the amount of any decrease in\nIncome Tax liability resulting from the Carryback claim, provided, however, that\nin the event the Other Group possesses Carryback Tax Items which, but for the\nordering rules set forth in (i) above would have been available to be used in\nlieu of the Carryback Group's Tax Items, then (but only to the extent of the\nOther Group Carryback), the Other Group shall not be required to pay the amount\nof such decrease in Income Tax liability to the Carryback Group until the date\non which a member of the Other Group claims the Other Group Carryback on a Tax\nReturn.\n\n      4.3. ADJUSTMENT OF TAX ITEMS.\n\n      In the event that the Carryback of Tax Items of the SPX Group or the\nINRANGE Group, as the case may be, or an Income Tax adjustment attributable to\nsuch Group under the terms of this Agreement, results in the disallowance or\nlimitation of Tax Items claimed on the Tax Return as filed, the Carryback Group\nshall be responsible for any increase in Income Tax liability resulting from the\ndisallowance or limitation of Income Tax attributes; provided, however, that in\nthe event the disallowance or limitation of Income Tax attributes results in a\nTax Benefit resulting from the use of such Income Tax attributes in another Tax\nPeriod, such Tax Benefit shall be deemed to be for the account of the Carryback\nGroup for such purposes of this Agreement.\n\n      4.4. ADJUSTMENTS ON AUDIT.\n\n      If, upon examination by any Tax Authority of any Tax Return including a\nmember of the SPX Group or INRANGE Group for any Tax Period, any item of\ndeduction, credit or expense is\n\n\n\n\n                                      -14-\n   18\ndisallowed for which SPX is or may be liable for Income Taxes hereunder (or an\nitem of income is required to be recognized on a Tax Return which was not\nreported on such Tax Return), in either such case resulting in a tax detriment\nsuffered by the SPX Group, and such disallowance (or recognition) results in a\nTax Benefit to the INRANGE Group (with respect to that Tax Period or another Tax\nPeriod), then INRANGE shall pay to SPX the amount of such Tax Benefit that is\nrealized in the form of an actual reduction in Income Tax (which shall be\ncomputed by comparing the Income Tax which would have been owed by INRANGE but\nfor the item giving rise to the Tax Benefit with the Income Tax owed by INRANGE\ntaking such item into account); provided, however, that in no case will the\namount that INRANGE is required to pay to SPX with respect to such Tax Benefit\nexceed the corresponding tax detriment to SPX (reduced by payments previously\nmade by INRANGE to SPX with respect to such Tax Benefit). Any payment required\nto be made hereunder shall be made in accordance with Section 5.6. The\nprovisions of this Section 4.4 shall apply mutatis mutandis where an item of\ndeduction, credit or expense is disallowed for which INRANGE is or may be liable\nfor Income Taxes hereunder (or any item of income is required to be recognized\non a Tax Return which was not reported on such Tax Return), as they apply where\nthe SPX Group suffers such a detriment. For avoidance of doubt, any payment\nrequired to be made by SPX to the INRANGE Group under this Section 4.4 shall, to\nthe extent applicable, be deemed as an offset to amounts owing by INRANGE to SPX\nunder Section 2.1 hereof.\n\nSECTION 5. TAX PAYMENTS AND INTERCOMPANY BILLINGS.\n\n      5.1. PAYMENT OF INCOME TAXES WITH RESPECT TO SPX CONSOLIDATED RETURNS.\n\n      In the case of any Consolidated or Combined Income Tax Return -\n\n      (a) Computation and Payment of Income Tax Due. At least ten business days\nprior to any Payment Date, SPX shall compute the amount of Income Tax required\nto be paid to the applicable Tax Authority (taking into account the requirements\nof Section 3.4 relating to\n\n\n\n\n\n                                      -15-\n   19\nconsistent accounting practices) with respect to such Tax Return on such Payment\nDate and shall notify INRANGE in writing of the amount of Income Tax required to\nbe paid on such Payment Date. SPX will pay such amount to the applicable Tax\nAuthority on or before such Payment Date.\n\n         (b) Computation and Payment of INRANGE Liability With Respect to Income\nTax Due. Within 15 days following any Payment Date, INRANGE will pay to SPX the\nexcess (if any) of\n\n              (i) the amount of liability determined as of such Payment Date\n      with respect to the applicable Tax Period allocable to INRANGE in a manner\n      consistent with the provisions of Section 2, over\n\n              (ii) the amount equal to the cumulative net payments with respect\n      to such Tax Return prior to such Payment Date made by INRANGE or members\n      of INRANGE Group.\n\nIf the amount in clause (ii) above is greater than the amount in clause (i)\nabove as of any Payment Date, then SPX shall pay such excess to INRANGE within\n15 days following the Payment Date.\n\n         (c) Interest on Intergroup Tax Allocation Payments. In the case of any\npayments to SPX required under paragraph (b) of this Section 5.1, INRANGE shall\nalso pay to SPX an amount of interest computed at the Interest Rate on the\namount of the payment required based on the number of days from the applicable\nPayment Date until the date of INRANGE's subsequent payment. In the case of any\npayments by SPX required under paragraph (b) of this Section 5.1, SPX shall also\npay to INRANGE an amount of interest computed at the Interest Rate on the amount\nof the payment required based on the number of days from the applicable Payment\nDate until the date of SPX's subsequent payment of such amount to INRANGE.\n\n      5.2. PAYMENT OF INCOME TAX RELATED TO ADJUSTMENTS.\n\n\n\n                                      -16-\n   20\n         (a) Adjustments Resulting in Underpayments. SPX shall pay to the\napplicable Tax Authority when due any additional Income Tax required to be paid\nas a result of any adjustment to the tax liability with respect to any\nConsolidated or Combined Income Tax Return. INRANGE shall pay to SPX an amount\nequal to the increase in the liability of INRANGE under Sections 2 and 4 as a\nresult of any adjustment within 15 days from the date of receipt by INRANGE of a\nwritten notice and demand from SPX for payment of the amount due, describing in\nreasonable detail the particulars relating thereto, and, in the event any\nadditional Income Tax was paid by SPX, evidence of payment and a statement\ndetailing the Income Taxes paid. Any payments required under this Section 5.2(a)\nshall include interest computed at the Interest Rate based on the number of days\nfrom the date any additional Income Tax was paid by SPX to the date of the\npayment under this Section 5.2(a).\n\n         (b) Adjustments Resulting in Overpayments. Within 15 days of receipt by\nSPX of any Tax Benefit or the reduction of the amounts owed by INRANGE to SPX\nunder Sections 2 and 4 resulting from any adjustment to the tax liability with\nrespect to any Consolidated or Combined Income Tax Return, SPX shall pay to\nINRANGE its share of any such Tax Benefit or the amount of such reduction, as\ndetermined in accordance with the principles of Sections 2 and 4. Any payments\nrequired under this Section 5.2(b) shall include interest computed at the\nInterest Rate based on the number of days from the date the Tax Benefit was\nreceived by SPX to the date of payment to INRANGE under this Section 5.2(b).\n\n\n      5.3. COMPENSATION FOR USE OF INRANGE CONSOLIDATED PERIOD TAX ITEMS.\n\n      In the event SPX is required to pay INRANGE in accordance with Section\n4.1, SPX shall pay INRANGE within 15 days from the due date (including any\nextensions) for the Tax Return filed with respect to such amount, including\ninterest computed at the Interest Rate based on the number of days from such due\ndate to the date SPX pays INRANGE.\n\n      5.4. PAYMENT OF REFUNDS AND OTHER TAX BENEFITS.\n\n\n\n                                      -17-\n   21\n         (a) Except as otherwise provided in this Agreement, if a member of the\nSPX Group or the INRANGE Group, as the case may be, receives an Income Tax\nrefund or other Tax Benefit with respect to Income Taxes for which a member of\nthe other Group is liable hereunder, the Company receiving such Income Tax\nrefund shall make a payment to the Company who is liable for such Income Taxes\nhereunder within 15 days following the receipt of the Income Tax refund in an\namount equal to such Income Tax refund, plus interest on such amount computed at\nthe Interest Rate based on the number of days from the date of receipt of the\nIncome Tax refund to the date of payment under this Section 5.4.\n\n         (b) In the event the SPX Group or the INRANGE Group, as the case may\nbe, is reimbursed for its payment of an Income Tax liability of the other Group,\nthe amount of such reimbursement shall be computed net of any Tax Benefit\nrealized by the reimbursed Group as the result of payment of the other Group's\nIncome Tax liability.\n\n      5.5. PAYMENT FOR CARRYBACKS.\n\n      Each Company shall pay the other Company for Carrybacks in accordance with\nSection 4.2(c). Any such payment shall include interest at the Interest Rate\nbased on the number of days from the date the Company is required to make the\npayment under Section 4.2(c) to the date the Company actually makes the payment.\n\n      5.6. PAYMENT FOR ADJUSTMENTS ON AUDIT.\n\n      Any payment required under Section 4.4 shall be made within 15 days of the\ndue date (including any extensions) of the Tax Return on which the Tax Benefit\ndescribed in that section is claimed. Such payment shall include interest\ncomputed at the Interest Rate based on the number of days from such due date to\nthe date the payment is made.\n\n      5.7. RIGHT TO OFFSET.\n\n      Notwithstanding anything to the contrary contained herein, SPX or INRANGE,\nas applicable, may, in lieu of cash payment, offset any obligation owed to such\nCompany by the\n\n\n\n\n\n                                      -18-\n   22\nother Company pursuant to this Agreement against any obligation owed by such\nCompany to the other Company pursuant to this Agreement.\n\nSECTION 6. ASSISTANCE AND COOPERATION.\n\n      6.1. GENERAL.\n\n      Each of the Companies shall cooperate (and cause their respective\nAffiliates to cooperate) with each other and with each other's agents, including\naccounting firms and legal counsel, regarding the application of all aspects of\nthis Agreement in connection with Income Tax matters relating to the Companies\nand their Affiliates including (i) preparation and filing of Tax Returns, (ii)\ndetermining the liability for and amount of any Income Taxes due (including\nestimated Income Taxes) or the right to and amount of any refund of Income\nTaxes, (iii) examinations of Tax Returns, and (iv) any administrative or\njudicial proceeding in respect of Income Taxes assessed or proposed to be\nassessed. Such cooperation shall include (i) making all information and\ndocuments in their possession relating to the other Companies and their\nAffiliates available to such other Companies as provided in Section 7, (ii) the\nexecution of any Tax Return which is required to be prepared and filed by one\nCompany under this Agreement and which is required by law to be signed by\nanother Company (or by its authorized representative), and (iii) providing\nnotice to the other party of any pending or threatened Income Tax audit,\nassessment or proceeding or other Tax Contest of which it becomes aware related\nto Income Taxes for which the other party is responsible. Each of the Companies\nshall also make available to each other, as reasonably requested and available,\npersonnel (including officers, directors, employees and agents of the Companies\nor their respective Affiliates) responsible for preparing, maintaining, and\ninterpreting information and documents relevant to Income Taxes, and personnel\nreasonably required as witnesses or for purposes of providing information or\ndocuments in connection with any administrative or judicial proceedings relating\nto Income Taxes. Any information or documents provided under this Section 6\nshall be kept confidential by the Company receiving the\n\n\n\n\n                                      -19-\n   23\ninformation or documents, except as may otherwise be necessary in connection\nwith the filing of Tax Returns or in connection with any administrative or\njudicial proceedings relating to Income Taxes.\n\n      6.2. TAX RETURN INFORMATION; CALCULATION OF AMOUNTS DUE.\n\n         (a) Each Company will provide (and cause their respective Affiliates to\nprovide) to each other Company information and documents relating to their\nrespective Groups required by the other Companies to prepare Tax Returns. The\nResponsible Company shall determine a reasonable compliance schedule for such\npurpose in accordance with past practices. Any additional information or\ndocuments the Responsible Company requires to prepare such Tax Returns will be\nprovided in accordance with past practices, if any, or as the Responsible\nCompany reasonably requests and in sufficient time for the Responsible Company\nto timely file such Tax Returns.\n\n         (b) SPX or INRANGE, as applicable, shall promptly provide (and cause\ntheir respective Affiliates to promptly provide) to the other Company upon such\nother Company's reasonable request all information and documents as such other\nCompany deems reasonably necessary to compute the amount of any payment provided\nfor under this Agreement.\n\nSECTION 7. TAX RECORDS.\n\n      Each Company shall preserve and keep all Tax Records exclusively relating\nto the assets and activities of their respective Groups for Pre-Deconsolidation\nTax Periods, and SPX shall preserve and keep all other Tax Records relating to\nIncome Taxes of the SPX Group for Pre-Deconsolidation Tax Periods, for so long\nas the contents thereof may become material in the administration of any matter\nunder the Code or other applicable Tax Law, but in any event until the later of\n(i) the expiration of any applicable statutes of limitation, as extended, and\n(ii) seven years after the filing of the Tax Returns to which such Tax Records\nrelate. If, prior to the expiration of the applicable statute of limitation and\nsuch seven-year period, a Company\n\n\n\n\n                                      -20-\n   24\nreasonably determines that any Tax Records which it is required to preserve and\nkeep under this Section 7 are no longer material in the administration of any\nmatter under the Code or other applicable Tax Law, such Company may dispose of\nsuch records upon 90 days prior written notice to the other Company. Such notice\nshall include a list of the records to be disposed of describing in reasonable\ndetail each file, book, or other record accumulation being disposed. The\nnotified Company shall have the opportunity, at its cost and expense, to copy or\nremove, within such 90-day period, all or any part of such Tax Records.\n\n      7.2. ACCESS TO TAX RECORDS.\n\n      The Companies shall, and shall cause their respective Affiliates to, make\navailable to each other for inspection and copying during normal business hours\nupon reasonable notice all Tax Records in their possession to the extent\nreasonably requested by the other Company in connection with the preparation of\nTax Returns, audits, litigation, or the resolution of items under this\nAgreement.\n\nSECTION 8. CONTROL OF TAX CONTESTS.\n\n      Each Company shall have full responsibility and discretion in handling,\nsettling or contesting any Tax Contest involving an Income Tax for which it is\nliable pursuant to Section 2 of this Agreement; provided, however, SPX shall\nhave full responsibility and discretion in handling, settling or contesting any\nTax Contest with respect to a Consolidated or Combined Income Tax Return of the\nSPX Group.\n\nSECTION 9. SURVIVAL OF OBLIGATIONS.\n\n      The representations, warranties, covenants and agreements set forth in\nthis Agreement shall be unconditional and absolute and shall remain in effect\nwithout limitation as to time.\n\nSECTION 10. TREATMENT OF PAYMENTS; TAX GROSS UP.\n\n      10.1. TREATMENT OF INDEMNITY AND TAX BENEFIT PAYMENTS.\n\n\n\n                                      -21-\n   25\n      In the absence of any change in tax treatment under the Code or other\napplicable Tax Law, any Income Tax indemnity payments or Tax Benefit payments\nmade by a Company under Section 5 shall be reported for Income Tax purposes by\nthe payor and the recipient as distributions or capital contributions, as\nappropriate, occurring immediately before the Deconsolidation on the\nDeconsolidation Date, but only to the extent the payment does not relate to a\nTax allocated to the payor in accordance with Treasury Regulation Section\n1.1502-33(d) (or under corresponding principles of other applicable Tax Laws).\n\n      10.2. TAX GROSS UP.\n\n      If notwithstanding the manner in which Income Tax indemnity payments and\nTax Benefit payments were reported, there is an adjustment to the Income Tax\nliability of a Company as a result of its receipt of a payment pursuant to this\nAgreement, such payment shall be appropriately adjusted so that the amount of\nsuch payment, reduced by the amount of all Income Taxes payable with respect to\nthe receipt thereof (but taking into account all correlative Tax Benefits\nresulting from the payment of such Income Taxes), shall equal the amount of the\npayment which the Company receiving such payment would otherwise be entitled to\nreceive pursuant to this Agreement.\n\n      10.3. INTEREST UNDER THIS AGREEMENT.\n\n      Anything herein to the contrary notwithstanding, to the extent one Company\n(\"indemnitor\") makes a payment of interest to another Company (\"indemnitee\")\nunder this Agreement with respect to the period from the date that the\nindemnitee made a payment of Income Tax to a Tax Authority to the date that the\nindemnitor reimbursed the indemnitee for such Income Tax payment, or with\nrespect to the period from the date that the indemnitor received a Tax Benefit\nto the date indemnitor paid the indemnitee with respect to such Tax Benefit, the\ninterest payment shall be treated as interest expense to the indemnitor\n(deductible to the extent provided by law) and as interest income by the\nindemnitee (includible in income to the extent provided by law). The amount of\nthe payment shall not be adjusted under Section 10.2 to\n\n\n\n\n                                      -22-\n   26\ntake into account any associated Tax Benefit to the indemnitor or increase in\nIncome Tax to the indemnitee.\n\nSECTION 12. DISAGREEMENTS.\n\n      If after good faith negotiations the parties cannot agree on the\napplication of this Agreement to any matter, then the matter will be referred to\nan accounting firm acceptable to each of the parties (the \"ACCOUNTING FIRM\").\nThe Accounting Firm shall furnish written notice to the parties of its\nresolution of any such disagreement as soon as practical, but in any event no\nlater than 45 days after its acceptance of the matter for resolution. Any such\nresolution by the Accounting Firm will be conclusive and binding on all parties\nto this Agreement. In accordance with Section 14, each party shall pay its own\nfees and expenses (including the fees and expenses of its representatives)\nincurred in connection with the referral of the matter to the Accounting Firm.\nAll fees and expenses of the Accounting Firm in connection with such referral\nshall be shared equally by the parties affected by the matter.\n\nSECTION 13. LATE PAYMENTS.\n\n      Any amount owed by one party to another party under this Agreement which\nis not paid when due shall bear interest at the Interest Rate plus two percent,\ncompounded on each March 31, June 30, September 30 and December 31, from the due\ndate of the payment to the date paid. To the extent interest required to be paid\nunder this Section 13 duplicates interest required to be paid under any other\nprovision of this Agreement, interest shall be computed at the higher of the\ninterest rate provided under this Section 13 or the interest rate provided under\nsuch other provision.\n\nSECTION 14. EXPENSES.\n\n      Except as provided in Section 13, each Company and its Affiliates shall\nbear their own expenses incurred in connection with preparation of Tax Returns,\nTax Contests, and other matters related to Income Taxes under the provisions of\nthis Agreement.\n\n\n\n\n                                      -23-\n   27\nSECTION 15. EFFECT ON PRE-EXISTING LIABILITIES.\n\n      This Agreement shall not effect the liabilities of any member of the SPX\nGroup existing on or prior to the Initial Public Offering Closing Date under any\ntax sharing agreement, tax indemnification agreement, or other similar\nagreement.\n\nSECTION 16. GENERAL PROVISIONS.\n\n      16.1. NOTICES.\n\n      All notices and other communications hereunder shall be in writing and\nshall be delivered in person, by telecopy, by express or overnight mail\ndelivered by a nationally recognized air courier (delivery charges prepaid), or\nby registered or certified mail (postage prepaid, return receipt requested) to\nthe respective parties as follows:\n\n      (a)   If to SPX, to:\n\n                  SPX Corporation\n                  700 Terrace Point Drive\n                  P.O. Box 3301\n                  Muskegan, Michigan 49443\n                  Attention: Christopher J. Kearney, Esq.\n                  \n      (b)   If to INRANGE, to:\n\n                  INRANGE Technologies Corporation\n                  13000 Midlantic Drive\n                  Mt. Laurel, New Jersey 08054\n                  Attention: Kenneth H. Koch, Esq.\n                  \n\n\n                                      -24-\n   28\nor to such other address as the party to whom notice is given may have\npreviously furnished to the others in writing in the manner set forth above. Any\nnotice or communication delivered in person shall be deemed effective on\ndelivery or when delivery is refused. Any notice or communication sent by\ntelecopy or by air courier shall be deemed effective on the first business day\nat the place at which such notice or communication is received following the day\non which such notice or communication was sent.\n\n      16.2. COUNTERPARTS.\n\n      This Agreement may be executed in two or more counterparts, each of\nwhich shall be deemed to be an original, but all of which together shall\nconstitute one and the same agreement.  The Agreement may be delivered by\nfacsimile transmission of a signed copy thereof.\n\n      16.3. BINDING EFFECT; ASSIGNMENT.\n\n      This Agreement and all of the provisions hereof shall be binding upon the\nparties hereto and inure to the benefit of the parties hereto and their\nrespective successors and permitted assigns. Except with respect to a merger of\neither party, neither this Agreement nor any of the rights, interests or\nobligations hereunder shall be assigned by either party hereto without the prior\nwritten consent of the other party, which consent shall not be unreasonably\nwithheld or delayed; provided, however, that SPX and INRANGE may assign their\nrespective rights, interests, duties, liabilities and obligations under this\nAgreement to any of their respective subsidiaries, but such assignment shall not\nrelieve SPX or INRANGE, as the assignee, of its obligations hereunder.\n\n      16.4. SEVERABILITY.\n\n      Any provision of this Agreement which is prohibited or unenforceable in\nany jurisdiction shall, as to such jurisdiction, be ineffective to the extent of\nsuch prohibition or unenforceability without invalidating the remaining\nprovisions hereof. Any such prohibition or unenforceability in any jurisdiction\nshall not invalidate or render unenforceable such provision in any other\njurisdiction.\n\n\n\n                                      -25-\n   29\n      16.5. WAIVER.\n\n      The observance of any term of this Agreement may be waived (either\ngenerally or in a particular instance and either retroactively or prospectively)\nby the party entitled to enforce such term, but such waiver shall be effective\nonly if it is in writing signed by the party against which such waiver is to be\nasserted. Unless otherwise expressly provided in this Agreement, no delay or\nomission on the part of any party in exercising any right or privilege under\nthis Agreement shall operate as a waiver thereof, nor shall any waiver on the\npart of any party of any right or privilege under this Agreement operate as a\nwaiver of any other right or privilege under this Agreement nor shall any single\nor partial exercise of any right or privilege preclude any other or further\nexercise thereof or the exercise of any other right or privilege under this\nAgreement. No failure by either party to take any action or assert any right or\nprivilege hereunder shall be deemed to be a waiver of such right or privilege in\nthe event of the continuation or repetition of the circumstances giving rise to\nsuch right unless expressly waived in writing by the party against whom the\nexistence of such waiver is asserted.\n\n      16.6. AMENDMENT.\n\n      This Agreement may not be amended or modified in any respect except by a\nwritten agreement signed by both of the parties hereto.\n\n      16.7. INTERPRETATION.\n\n      The headings contained in this Agreement and in the table or contents to\nthis Agreement are for reference purposes only and shall not affect in any way\nthe meaning or interpretation of this Agreement. When a reference is made in\nthis Agreement to a Section, such reference shall be to a Section of this\nAgreement unless otherwise indicated. \n\n      16.8. EFFECTIVE TIME.\n\n      This Agreement shall become effective upon the Initial Public Offering\nClosing Date.\n\n      16.9. GOVERNING LAW.\n\n\n\n                                      -26-\n   30\n      This Agreement shall be governed by, and construed in accordance with, the\ndomestic laws of the State of Delaware, without giving effect to any choice of\nlaw or conflict of law provision or rule (whether of the State of Delaware or\nany other jurisdiction) that would cause the application of the laws of any\njurisdiction other than the State of Delaware.\n\n\n\n\n\n                                      -27-\n   31\n      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed\nby the respective officers as of the date set forth above.\n\n                                 SPX CORPORATION\n\n   \n                                 By: \/s\/ Christopher J. Kearney\n                                    ___________________________\n\n                                     Name: Christopher J. Kearney\n                                     Title: Vice President and General Counsel\n\n                                 INRANGE TECHNOLOGIES CORPORATION\n\n                                 By: \/s\/ Kenneth H. Koch\n                                    _________________________\n\n                                    Name: Kenneth H. Koch\n                                    Title: Vice President and General Counsel\n\n    \n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7864,8906],"corporate_contracts_industries":[9516,9454],"corporate_contracts_types":[9622,9628],"class_list":["post-43762","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-inrange-technologies-corp","corporate_contracts_companies-spx-corp","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_industries-manufacturing__industrial","corporate_contracts_types-planning","corporate_contracts_types-planning__separation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43762","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43762"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43762"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43762"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43762"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}