Common use of Reporting of Reorganization Clause in Contracts

Reporting of Reorganization. The Tax treatment of any step in or portion of the Reorganization and the Distribution shall be reported on each applicable Tax Return consistently with the Tax-Free Status of the Transactions, taking into account the jurisdiction in which such Tax Returns are filed, unless there is no Reasonable Basis for such Tax treatment. In the event that a Party shall determine that there is no Reasonable Basis for such Tax treatment, such Party shall notify the other Party no later than twenty (20) Business Days prior to filing the relevant Tax Return and the Parties shall attempt in good faith to agree on the manner in which the relevant portion of the Reorganization and the Distribution shall be reported. If Xxxxxxx determines, in its sole discretion, that a protective election under Section 336(e) of the Code shall be made with respect to the Distribution, Envista agrees to take any such action that is necessary to effect such election, including any corresponding election with respect to any of its Subsidiaries, as determined by Xxxxxxx. If such a protective election is made, this Agreement shall be amended in such a manner as is determined by Xxxxxxx in its good faith discretion to compensate Xxxxxxx for any tax benefits realized by Envista as a result of such election.

Reporting of Reorganization. The Tax treatment of any step in or portion of the Reorganization and the Distribution shall be reported on each applicable Tax Return consistently with the Tax-Free Status of the Transactionstreatment thereof in any Tax Opinion, taking into account the jurisdiction in which such Tax Returns are filed, unless there is no Reasonable Basis for such Tax treatment. In the event that a Party shall determine that there is no Reasonable Basis for such Tax treatment, such Party shall notify the other Party no later than twenty (20) Business Days prior to filing the relevant Tax Return and the Parties shall attempt in good faith to agree on the manner in which the relevant portion of the Reorganization and the Distribution shall be reported. If Xxxxxxx determines, in its sole discretion, that a protective election under Section 336(e) of the Code shall be made with respect to the DistributionReorganization, Envista Fortive agrees to take any such action that is necessary to effect such election, including any corresponding election with respect to any of its Subsidiaries, as determined by Xxxxxxx. If such a protective election is made, this Agreement shall be amended in such a manner as is determined by Xxxxxxx in its good faith discretion to compensate Xxxxxxx for any tax benefits realized by Envista Fortive as a result of such election.