Common use of Consistency with Intended Tax-Free Treatment Clause in Contracts

Consistency with Intended Tax-Free Treatment. (A) The parties shall report the Internal Restructuring in the manner determined by Parent; provided that (x) Parent communicates its treatment of the Internal Restructuring to Acquiror no fewer than thirty (30) days prior to the due date (taking into account any applicable extensions) for filing an applicable Tax Return that reflects the Internal Restructuring (y) such treatment is supported by substantial authority (within the meaning of Section 6662 of the Code), as determined by Acquiror in its reasonable discretion, in each case, unless, and then only to the extent, an alternative position is required pursuant to a Final Determination, and (z) a member of the Acquiror Group may book reserves or make disclosures relating to the Internal Restructuring if required to do so under applicable accounting principles or Tax law. (B) The parties shall report the Controlled Transfer, the Distribution and the Merger for all Tax purposes in a manner consistent with the Intended Tax-Free Treatment unless, and then only to the extent, an alternative position is required pursuant to a Final Determination.