Common use of Reporting of Separation Transactions Clause in Contracts

Reporting of Separation Transactions. The Tax treatment of the Separation Transactions reported on any Tax Return shall be consistent with the treatment thereof in the Tax Opinions, taking into account the jurisdiction in which such Tax Returns are filed, unless the Responsible Party reasonably determines, upon advice from counsel, that there is no reasonable basis for such Tax treatment. Such treatment reported on any Tax Return for which the Company is the Responsible Party shall be consistent with that on any Tax Return filed or to be filed by Lilly or any member of the Lilly Group or caused or to be caused to be filed by Lilly, unless the Company reasonably determines, upon advice from counsel, that there is no reasonable basis for such Tax treatment. In the event that a Party shall reasonably determine, upon advice from counsel, that there is no reasonable basis for the Tax treatment described in either of the preceding two sentences, such Party shall notify the other Party 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 Separation Transactions shall be reported.

Reporting of Separation Transactions. The Tax treatment of the Separation Transactions reported on any Tax Return shall be consistent with the treatment thereof in the Tax OpinionsOpinion and Internal Reorganization Step Plan, taking into account the jurisdiction in which such Tax Returns are filed, unless the Responsible Party reasonably determines, upon advice from counsel, that there is no reasonable basis for such Tax treatment. Such treatment reported on any Tax Return for which the Company SpinCo is the Responsible Party Company shall be consistent with that on any Tax Return filed or to be filed by Lilly Manitowoc ParentCo or any member of the Lilly Manitowoc ParentCo Group or caused or to be caused to be filed by LillyManitowoc ParentCo, unless the Company reasonably determines, upon advice from counsel, that there is no reasonable basis for such Tax treatment. In the event that a Party Company shall reasonably determine, upon advice from counsel, determine that there is no reasonable basis for the Tax treatment described in either of the preceding two sentences, such Party Company shall notify the other Party 20 Company twenty (20) Business Days prior to filing the relevant Tax Return and the Parties Companies shall attempt in good faith to agree on the manner in which the relevant portion of the Separation Transactions shall be reported.