Common use of Reporting of Separation and Distribution Tax Items Clause in Contracts

Reporting of Separation and Distribution Tax Items. The tax treatment reported on any Tax Return of Tax Items relating to the Separation and Distribution shall be consistent with the treatment of such item in the Tax Rulings or any Subsequent Tax Tax Opinion/Ruling (unless such treatment is not permissible under the Code). To the extent there is a Tax Item relating to the Separation or Distribution which is not covered by the Tax Rulings or any Subsequent Tax Opinion/Ruling, the Companies shall agree on the tax treatment of any such Tax Item reported on any Tax Return. For this purpose, the tax treatment of such Tax Items on a Tax Return shall be determined by the Responsible Company with respect to such Tax Return and shall be agreed to by the other Company unless either (i) there is no reasonable basis as defined under Section 6662 of the Code for such tax treatment, or (ii) such tax treatment would have a material impact on the other Company or the Tax Rulings or any Subsequent Tax Opinion/Ruling. Such Tax Return shall be submitted for review pursuant to Section 3.5(a), and any dispute regarding such proper tax treatment shall be referred for resolution pursuant to Section 6.2, sufficiently in advance of the filing date of such Tax Return (including extensions) to permit timely filing of the return.