Common use of Reporting of Transactions Clause in Contracts

Reporting of Transactions. The Tax treatment reported on any Tax Return relating to the Transactions shall be consistent with the treatment thereof in the Ruling Requests and the Tax Opinions/Rulings, unless there is no reasonable basis for such Tax treatment. The Tax treatment reported on any Tax Return for which SpinCo is the Responsible Party shall be consistent with that on any Tax Return filed or to be filed by Distributing or any member of the Distributing Group or caused to be filed by Distributing, in each case with respect to periods prior to the Distribution Date or with respect to Straddle Periods (“Distributing Group Transaction Returns”), unless there is no reasonable basis for such Tax treatment. To the extent there is a Tax treatment relating to the Transactions which is not covered by the Ruling Requests, the Tax Opinions/Rulings or Distributing Group Transaction Returns, the Companies shall agree on the Tax treatment to be reported on any Tax Return. For this purpose, the Tax treatment 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 for such Tax treatment, or (ii) such Tax treatment is inconsistent with the Tax treatment contemplated in the Ruling Requests, the Tax Opinions/Rulings and/or the Distributing Group Transaction Returns. Such Tax Return shall be submitted for review pursuant to Section 4.06(a), and any dispute regarding such proper Tax treatment shall be referred for resolution pursuant to Section 14, sufficiently in advance of the filing date of such Tax Return (including extensions) to permit timely filing of the Tax Return.

Reporting of Transactions. The Tax treatment reported on any Tax Return relating to the Transactions shall be consistent with the treatment thereof in the Ruling Requests and the Tax Opinions/Rulings, unless there is no reasonable basis for such Tax treatment. The Tax treatment reported on any Tax Return for which SpinCo Keysight is the Responsible Party Company shall be consistent with that on any Tax Return filed or to be filed by Distributing Agilent or any member of the Distributing Agilent Group or caused to be filed by DistributingAgilent, in each case with respect to periods prior to the Distribution Deconsolidation Date or with respect to Straddle Periods (“Distributing Agilent Group Transaction Returns”), unless there is no reasonable basis for such Tax treatment. To the extent there is a Tax treatment relating to the Transactions which is not covered by the Ruling Requests, the Tax Opinions/Rulings or Distributing Agilent Group Transaction Returns, the Companies shall agree on the Tax treatment to be reported on any Tax Return. For this purpose, the Tax treatment 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 for such Tax treatment, or (ii) such Tax treatment is inconsistent with the Tax treatment contemplated in the Ruling Requests, the Tax Opinions/Rulings and/or the Distributing Agilent Group Transaction Returns. Such Tax Return shall be submitted for review pursuant to Section 4.06(a)4.06, and any dispute regarding such proper Tax treatment shall be referred for resolution pursuant to Section 14, sufficiently in advance of the filing date of such Tax Return (including extensions) to permit timely filing of the Tax Return. In the event any dispute regarding such proper Tax treatment is not resolved in advance of the filing date of such Tax Return, the Responsible Company shall file such Tax Return by such filing date on the basis of its determination of the proper Tax treatment and the Responsible Company agrees to file an amended Tax Return if and when a materially different Tax treatment is finally resolved pursuant to Section 14.

Reporting of Transactions. The Tax treatment of the Transactions reported on any Tax Return relating to the Transactions shall be consistent with the treatment thereof in the Ruling Requests and the Tax Opinions/Rulings, unless there is no reasonable basis for such Tax treatment. The To the extent there is a Tax treatment relating to the Transactions which is not covered by the Ruling Requests or the Tax Opinions/Rulings, the Tax treatment of the Transactions reported on any Tax Return for which SpinCo Xxxxxxxx 66 is the Responsible Party shall be consistent with that on any Tax Return filed or to be filed by Distributing ConocoPhillips or any member of the Distributing ConocoPhillips Group or caused or to be caused to be filed by Distributing, in each case with respect to periods prior to the Distribution Date or with respect to Straddle Periods ConocoPhillips (“Distributing ConocoPhillips Group Transaction Returns”), unless there is no reasonable basis for such Tax treatment. To the extent there is a Tax treatment relating to the Transactions which is not covered by the Ruling Requests, the Tax Opinions/Rulings or Distributing ConocoPhillips Group Transaction Returns, the Companies shall agree on the Tax treatment to be reported on any Tax Return. For this purpose, the Tax treatment shall be determined by the Responsible Company with respect to such Tax Return ConocoPhillips and shall be agreed to by the other Company Xxxxxxxx 66 unless either (i) there is no reasonable basis Substantial Authority exists for such Tax treatmentthe technical merits of the position, or (ii) such Tax treatment is inconsistent with the Tax treatment contemplated in the Ruling Requests, the Tax Opinions/Rulings and/or the Distributing ConocoPhillips Group Transaction Returns. Such Tax Return shall be submitted for review pursuant to Section 4.06(a), and any Any dispute regarding such proper Tax treatment shall be referred for resolution pursuant to Section 1412, sufficiently in advance of the filing date of such Tax Return (including extensions) to permit timely filing of the Tax Return.

Reporting of Transactions. The Tax treatment reported on any Tax Return relating of VSI, SpinCo or any of their respective Affiliates that relates to the Transactions Separation and Distribution shall be consistent with the treatment thereof in the Ruling Requests IRS Private Letter Ruling, the Tax Opinion and the Tax Opinions/RulingsITA Private Letter Ruling, unless there is no reasonable basis for such Tax treatment. The Tax treatment reported on any Tax Return for which SpinCo is the Responsible Party shall be consistent with that on any Tax Return filed or to be filed except as otherwise required by Distributing or any member of the Distributing Group or caused to be filed by Distributing, in each case with respect to periods prior to the Distribution Date or with respect to Straddle Periods (“Distributing Group Transaction Returns”), unless there is no reasonable basis for such Tax treatmentapplicable Law. To the extent there is a Tax treatment relating to the Transactions which Separation and Distribution that is not covered by the Ruling RequestsIRS Private Letter Ruling, the Tax Opinions/Rulings Opinion or Distributing Group Transaction Returnsthe ITA Private Letter Ruling, the Companies shall agree on the Tax treatment to be reported on any Tax Return. For this purpose, then the Tax treatment shall be determined by the Responsible Company Party with respect to such Tax Return and the other Companies shall be agreed deemed to by the other Company agree to such Tax treatment unless either (i) there is no reasonable basis for such Tax treatment, or (ii) such Tax treatment is inconsistent with the Tax treatment contemplated in the Ruling RequestsIRS Private Letter Ruling, the Tax Opinions/Rulings and/or Opinion or the Distributing Group Transaction Returns. Such ITA Private Letter Ruling, except as otherwise required by applicable Law, or (iii) more favorable Tax Return treatment is available, as confirmed by a “should” level opinion of a Tax Advisor (which opinion and Tax Advisor shall be submitted for review pursuant reasonably acceptable to Section 4.06(athe Responsible Party), and any . Any dispute regarding such proper Tax treatment shall be referred for resolution pursuant to Section 1413, sufficiently in advance of the filing date of such Tax Return (including extensions) to permit timely filing of the Tax Return; provided that, if the Tax Advisor is not able to render a final decision prior to the due date for filing the applicable Tax Return, such Tax Return shall be initially filed as prepared by the Responsible Party, but reflecting all non-disputed comments provided by the non-Responsible Party, and, as promptly as practicable after the Tax Advisor finally resolves the dispute, such Tax Return shall be amended as necessary to reflect the determination of the Tax Advisor.

Reporting of Transactions. The Tax treatment reported on any Tax Return relating of a Company that relates to the Transactions Spin-Off shall be consistent with the treatment thereof in the Ruling Requests and the Tax Opinions/RulingsOpinion, unless there is no reasonable basis for such Tax treatment. The Tax treatment reported on any Tax Return for which SpinCo is the Responsible Party shall be consistent with that on any Tax Return filed or to be filed except as otherwise required by Distributing or any member of the Distributing Group or caused to be filed by Distributing, in each case with respect to periods prior to the Distribution Date or with respect to Straddle Periods (“Distributing Group Transaction Returns”), unless there is no reasonable basis for such Tax treatmentapplicable law. To the extent there is a Tax treatment relating to the Transactions which Spin-Off that is not covered by the Ruling RequestsTax Opinion, the Tax Opinions/Rulings or Distributing Group Transaction Returns, the Companies shall agree on the Tax treatment to be reported on any Tax Return. For this purpose, then the Tax treatment shall be determined by the Responsible Company with respect to such Tax Return and shall be agreed to by the other Company shall take no position on a Tax Return that is inconsistent with such Tax treatment unless either (i) there is no reasonable basis for such Tax treatment, or (ii) such Tax treatment is inconsistent with the Tax treatment contemplated in the Ruling RequestsTax Opinion, the except as otherwise required by applicable law, or (iii) more favorable Tax Opinions/Rulings and/or the Distributing Group Transaction Returns. Such treatment is available, as confirmed by an opinion of a Tax Return Advisor (which opinion and Tax Advisor shall be submitted for review pursuant reasonably acceptable to Section 4.06(athe Responsible Company), and any . Any dispute regarding such proper Tax treatment shall be referred for resolution pursuant to Section 1412, sufficiently in advance of the filing date of such Tax Return (including extensions) to permit timely filing of the Tax Return; provided that, if the Tax Advisor is not able to render a final decision prior to the due date for filing the applicable Tax Return, such Tax Return shall be initially filed as prepared by the Responsible Company, but reflecting all non-disputed comments provided by the other Companies, and, as promptly as practicable after the Tax Advisor finally resolves the dispute, such Tax Return shall be amended as necessary to reflect the determination of the Tax Advisor.

Reporting of Transactions. The Tax treatment of the Transactions, reported on any Tax Return relating to the Transactions Return, shall be consistent with the treatment thereof in the Ruling Requests and the Tax Opinions/Rulings, unless there is no reasonable basis for such Tax treatment. The Tax treatment reported on any Tax Return for which SpinCo Wireline is the Responsible Party shall be consistent with that on any Tax Return filed or to be filed by Distributing NTELOS or any member of the Distributing NTELOS Group or caused or to be caused to be filed by DistributingNTELOS, in each case with respect to periods prior to the Distribution Date or with respect to Straddle Periods (“Distributing NTELOS Group Transaction Returns”), unless there is no reasonable basis for such Tax treatment. To the extent there is a Tax treatment relating to the Transactions which is not covered by the Ruling Requests, the Tax Opinions/Rulings or Distributing NTELOS Group Transaction Returns, the Companies shall agree on the Tax treatment to be reported on any Tax Return. For this purpose, the Tax treatment 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 for such Tax treatment, or (ii) such Tax treatment is inconsistent with the Tax treatment contemplated in the Ruling Requests, the Tax Opinions/Rulings and/or the Distributing NTELOS Group Transaction Returns. Such Tax Return shall be submitted for review pursuant to Section 4.06(a), and any dispute regarding such proper Tax treatment shall be referred for resolution pursuant to Section 14, sufficiently in advance of the filing date of such Tax Return (including extensions) to permit timely filing of the Tax Return.

Reporting of Transactions. The Tax treatment reported on any Tax Return relating to of the Transactions shall be consistent with the treatment thereof in the Ruling Requests and the Tax Opinions/Rulings, unless there is no reasonable basis for such Tax treatment. The Tax treatment reported on any Tax Return for which SpinCo is the Responsible Party shall be consistent with that on any Tax Return filed or to be filed by Distributing Motorola or any member of the Distributing Motorola Group or caused or to be caused to be filed by DistributingMotorola, in each case with respect to periods prior to the Distribution Date or with respect to Straddle Periods (“Distributing Motorola Group Transaction Returns”), unless there is no reasonable basis for such Tax treatment. To the extent there is a Tax treatment relating to the Transactions which is not covered by the Ruling Requests, the Tax Opinions/Rulings or Distributing Motorola Group Transaction Returns, the Companies shall agree on the Tax treatment to be reported on any Tax Return. For this purpose, the Tax treatment 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 for such Tax treatment, or (ii) such Tax treatment is inconsistent with the Tax treatment contemplated in the Ruling Requests, the Tax Opinions/Rulings and/or the Distributing Motorola Group Transaction Returns. Such Tax Return shall be submitted for review pursuant to Section 4.06(a), and any dispute regarding such proper Tax treatment shall be referred for resolution pursuant to Section 14, sufficiently in advance of the filing date of such Tax Return (including extensions) to permit timely filing of the Tax Return.

Reporting of Transactions. The Tax treatment reported on any Tax Return relating of Sibelco, Unimin, HPQ Co or any of their respective Affiliates that relates to the Transactions Spin Off shall be consistent with the treatment thereof in the Ruling Requests and the Tax Opinions/RulingsOpinion, unless there is no reasonable basis for such Tax treatment. The Tax treatment reported on any Tax Return for which SpinCo is the Responsible Party shall be consistent with that on any Tax Return filed or to be filed except as otherwise required by Distributing or any member of the Distributing Group or caused to be filed by Distributing, in each case with respect to periods prior to the Distribution Date or with respect to Straddle Periods (“Distributing Group Transaction Returns”), unless there is no reasonable basis for such Tax treatmentapplicable law. To the extent there is a Tax treatment relating to the Transactions which Spin-Off that is not covered by the Ruling RequestsTax Opinion, the Tax Opinions/Rulings or Distributing Group Transaction Returns, the Companies shall agree on the Tax treatment to be reported on any Tax Return. For this purpose, then the Tax treatment shall be determined by the Responsible Company with respect to such Tax Return and the other Companies shall be agreed deemed to by the other Company agree to such Tax treatment unless either (i) there is no reasonable basis for such Tax treatment, or (ii) such Tax treatment is inconsistent with the Tax treatment contemplated in the Ruling RequestsTax Opinion, the except as otherwise required by applicable law, or (iii) more favorable Tax Opinions/Rulings and/or the Distributing Group Transaction Returns. Such treatment is available, as confirmed by an opinion of a Tax Return Advisor (which opinion and Tax Advisor shall be submitted for review pursuant reasonably acceptable to Section 4.06(athe Responsible Company), and any . Any dispute regarding such proper Tax treatment shall be referred for resolution pursuant to Section 14, sufficiently in advance of the filing date of such Tax Return (including extensions) to permit timely filing of the Tax Return; provided that, if the Tax Advisor is not able to render a final decision prior to the due date for filing the applicable Tax Return, such Tax Return shall be initially filed as prepared by the Responsible Company, but reflecting all non-disputed comments provided by the other Companies, and, as promptly as practicable after the Tax Advisor finally resolves the dispute, such Tax Return shall be amended as necessary to reflect the determination of the Tax Advisor.