Common use of Tax Reporting Practices Clause in Contracts

Tax Reporting Practices. Except as provided in the following Section 3.6, with respect to any Tax Return for any taxable period that begins on or before the second anniversary of the Distribution Date with respect to which Versum is the Preparing Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used by Air Products in preparing similar Tax Returns (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by Versum; and (ii) that, to the extent consistent with the foregoing clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. Versum shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, Versum shall not be permitted, and shall not permit any member of the Versum Group, to make a change in any of its methods of accounting for tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods and Straddle Periods have expired.

Tax Reporting Practices. Except as provided in the following Section 3.6, with respect to any Tax Return for any taxable period that begins on or before the second anniversary of the Distribution Date with respect to which Versum Veralto is the Preparing Responsible Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used by Air Products in preparing similar with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by VersumXxxxxxx; and (ii) that, to the extent consistent with the foregoing clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. Versum Veralto shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, Versum Veralto shall not be permitted, and shall not permit any member of the Versum Veralto Group, to make a change in any of its methods of accounting for tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods and Straddle Periods have expiredexpired without Xxxxxxx’x prior written consent. Notwithstanding anything to the contrary herein, if Xxxxxxx determines, in its sole discretion, that an election shall be made with respect to any transaction undertaken in connection with the Separation or the Transactions, Xxxxxxx agrees to take any such action that is necessary to effect such election, including the execution of any document to effect such election, as determined by Xxxxxxx.

Tax Reporting Practices. Except as provided in the following Section 3.6, with respect to any Tax Return for any taxable period that begins on or before the second anniversary of the Distribution Date with respect to which Versum Spinco is the Preparing Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used by Air Products KAR in preparing similar Tax Returns (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by VersumSpinco; and (ii) that, to the extent consistent with the foregoing clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. Versum Spinco shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, Versum Spinco shall not be permitted, and shall not permit any member of the Versum Spinco Group, to make a change in any of its methods of accounting for tax Tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods and Straddle Periods have expired, unless otherwise required by applicable Tax Law.

Tax Reporting Practices. Except as provided in the following Section 3.6, with respect to any Tax Return for any taxable period Tax Period that begins on or before the second anniversary of the Distribution Date with respect to which Versum Parent or Spinco is the Preparing Responsible Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used by Air Products in preparing similar with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by VersumSpinco; and (ii) that, to the extent consistent with the foregoing clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. Versum Neither Parent nor Spinco shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and creditwith respect to any Tax Item) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, Versum neither Parent nor Spinco shall not be permitted, and shall not permit any member of the Versum Spinco Group or Parent Group, without Remainco’s prior written consent (not to be unreasonably withheld, conditioned or delayed), to make a change in any of its methods of accounting for tax Tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods and Straddle Periods have expired.

Tax Reporting Practices. Except as provided in the following Section 3.6, with respect to any Tax Return for any taxable period that begins on or before the second anniversary of the Distribution Date with respect to which Versum NewCo is the Preparing Responsible Party, such Tax Return shall be prepared in a manner (ia) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used by Air Products in preparing similar with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by VersumNewCo; and (iib) that, to the extent consistent with the foregoing clause (ia), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties Parties, including by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. Versum NewCo shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, Versum shall not be permitted, NewCo (and shall not permit any member of the Versum NewCo Group, ) shall not be permitted to make a change in any of its methods of accounting for tax purposes until all applicable statutes of limitations for all Pre-taxable periods (or portions thereof) ending on or before the Distribution Periods and Straddle Periods Date have expiredexpired without Flex’s prior written consent.

Tax Reporting Practices. Except as provided in the following Section 3.6, with respect to any Tax Return for any taxable period that begins on or before the second anniversary of the Distribution Date with respect to which Versum WKKC is the Preparing Responsible Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used by Air Products in preparing similar with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by VersumWKKC; and (ii) that, to the extent consistent with the foregoing clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. Versum WKKC shall not take any action inconsistent with the assumptions made (including items of income, gain, deduction, loss and creditwith respect to any Tax Item) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, Versum WKKC (i) shall not be permitted, and shall not permit any member of the Versum WKKC Group, without Xxxxxxxxx’s prior written consent, to make a change in any of its methods of accounting for tax Tax purposes until all applicable statutes for any taxable period that begins on or before the second anniversary of limitations the Distribution Date, and (ii) shall notify Kellanova of, and consider in good faith any reasonable comments provided by Xxxxxxxxx regarding, any such change in method of accounting for all Pre-any taxable period that begins after the second anniversary of the Distribution Periods Date and Straddle Periods have expiredon or before the fourth anniversary of the Distribution Date. Such notification and consideration described in clause (ii) of the preceding sentence shall occur prior to the making of any such change in method of accounting.

Tax Reporting Practices. Except as provided in the following Section 3.6, with respect to any Tax Return for any taxable period that begins on or before the second anniversary of the Distribution Date with respect to which Versum Vontier is the Preparing Responsible Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used by Air Products in preparing similar with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by VersumVontier; and (ii) that, to the extent consistent with the foregoing clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. Versum Vontier shall not take any action inconsistent with the assumptions made (including items of income, gain, deduction, loss and creditwith respect to any Tax Item) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, Versum Vontier shall not be permitted, and shall not permit any member of the Versum Vontier Group, without Fortive’s prior written consent, to make a change in any of its methods of accounting for tax Tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods and Straddle Periods have expired.

Tax Reporting Practices. Except as provided in Article 3.06 or pursuant to the following Section 3.6prior written consent of Covidien, such consent to be exercised in Covidien’s sole discretion, with respect to any Tax Return for any taxable period that begins on or before the second anniversary of the Distribution Date with respect to which Versum Mallinckrodt is the Preparing Responsible Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used by Air Products in preparing similar with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by VersumMallinckrodt; and (ii) that, to the extent consistent with the foregoing clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. Versum Mallinckrodt shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, Versum Mallinckrodt shall not be permitted, and shall not permit any member of the Versum Mallinckrodt Group, to make a change in any of its methods of accounting for tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods and Straddle Periods have expired.

Tax Reporting Practices. Except as provided in the following Section Article 3.6, with respect to any Tax Return for any taxable period that begins on or before the second anniversary of the Distribution Date with respect to which Versum AFI is the Preparing Responsible Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used by Air Products in preparing similar with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by VersumAFI; and (ii) that, to the extent consistent with the foregoing clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. Versum AFI shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, Versum AFI shall not be permitted, and shall not permit any member of the Versum AFI Group, to make a change in any of its methods of accounting for tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods and Straddle Periods have expired.

Tax Reporting Practices. Except as provided in the following Section Article 3.6, with respect to any Tax Return for any taxable period that begins on or before the second anniversary of the Distribution Date with respect to which Versum Fortive is the Preparing Responsible Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used by Air Products in preparing similar with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by VersumFortive; and (ii) that, to the extent consistent with the foregoing clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. Versum Fortive shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, Versum Fortive shall not be permitted, and shall not permit any member of the Versum Fortive Group, to make a change in any of its methods of accounting for tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods and Straddle Periods have expired.

Tax Reporting Practices. (a) Except as provided in the following Section 3.6, with respect to any Tax Return for any taxable period Tax Period that begins on or before the second anniversary of the Distribution Date with respect to which Versum Filtration is the Preparing Responsible Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used by Air Products in preparing similar with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by VersumFiltration; and (ii) that, to the extent consistent with the foregoing clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. Versum Filtration shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, Versum Filtration shall not be permitted, and shall not permit any member of the Versum Filtration Group, to make a change in any of its methods of accounting for tax purposes until all applicable statutes of limitations for all Pre-Tax Periods (or portions thereof) ending on or before the Distribution Periods and Straddle Periods Date have expired, unless Cummins provides its prior written consent.

Tax Reporting Practices. Except as provided in the following Section 3.6, with respect to any Tax Return for any taxable period that begins on or before the second anniversary of the Distribution Date with respect to which Versum Envista is the Preparing Responsible Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used by Air Products in preparing similar with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by VersumEnvista; and (ii) that, to the extent consistent with the foregoing clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. Versum Envista shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, Versum Envista shall not be permitted, and shall not permit any member of the Versum Envista Group, to make a change in any of its methods of accounting for tax purposes until all applicable statutes of limitations for all Pre-taxable periods (or portions thereof) ending on or before the Distribution Periods and Straddle Periods Date have expiredexpired without Xxxxxxx’x prior written consent.

Tax Reporting Practices. Except as provided in the following Section 3.6, with respect to any Tax Return for any taxable period Tax Period that begins on or before the second anniversary of the Distribution Date with respect to which Versum Parent or Spinco is the Preparing Responsible Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used by Air Products in preparing similar with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by VersumSpinco; and (ii) that, to the extent consistent with the foregoing clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed; provided, that making such election or application for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed does not have a disproportionate and adverse effect on the Party filing such return. Versum Neither Parent nor Spinco shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and creditwith respect to any Tax Item) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, Versum neither Parent nor Spinco shall not be permitted, and shall not permit any member of the Versum Spinco Group or Parent Group, without Remainco’s prior written consent (not to be unreasonably withheld, conditioned or delayed), to make a change in any of its methods of accounting for tax Tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods and Straddle Periods have expired.

Tax Reporting Practices. Except as provided in the following Section 3.6Article 3.06, with respect to any Tax Return for any taxable period that begins ends on or before the second anniversary of the Distribution Date with respect to which Versum Mallinckrodt is the Preparing Responsible Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used by Air Products in preparing similar with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by VersumMallinckrodt; and (ii) that, to the extent consistent with the foregoing clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. Versum Mallinckrodt shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, Versum shall not be permitted, and shall not permit any member of the Versum Group, to make a change in any of its methods of accounting for tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods and Straddle Periods have expired.