Reporting of Transactions. The Tax treatment reported on any Tax Return that relates to the External Spin-Off and Restructuring Transactions shall be consistent with the treatment thereof in the relevant Tax Opinions. To the extent there is a Tax treatment relating to the External Spin-Off or Restructuring Transactions which is not covered by the Tax Opinions, 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, (ii) such Tax treatment is inconsistent with the Tax treatment contemplated in the Tax Opinions, or (iii) more favorable Tax treatment is available, as confirmed by an opinion of a Tax Advisor (which opinion and Tax Advisor shall be reasonably acceptable to the Responsible Party). 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.
Appears in 4 contracts
Samples: Tax Sharing and Indemnification Agreement, Separation and Distribution Agreement (KLX Inc.), Tax Sharing and Indemnification Agreement (KLX Inc.)
