Common use of Consistent Reporting Clause in Contracts

Consistent Reporting. (a) With respect to all taxable periods ending on or prior to December 31, 2005, Viasys, each member of the Viasys Group and any future Affiliates thereof shall file federal income tax and state income tax Returns in a manner consistent with the Returns filed (or to be filed) in respect of Pre-Distribution Taxes and in a manner consistent with the form of the transactions contemplated by the Distribution Agreement (the "Form"), including that the Distribution qualifies under Section 355 of the Code. (b) For purposes of subsection (a) of this Section 6, to the extent there is an inconsistency or an apparent inconsistency between the Returns relating to Pre-Distribution Taxes (including Returns to be filed after the Distribution Date) and the Form, Viasys shall file Returns with respect to Post-Distribution Taxes in the manner reasonably directed by Thermo Electron. (c) Thermo Electron and Viasys agree to contest any proposed adjustment by any Taxing Authority that is, in the sole judgment of Thermo Electron, inconsistent with the provisions of this Section 6 or the Form.