Common use of Reporting of Transactions Clause in Contracts

Reporting of Transactions. Except to the extent otherwise required (x) by a change in applicable law or (y) as a result of a Final Determination, (a) neither Parent nor SpinCo shall (and shall not permit or cause any member of its respective Group to) take any position that is inconsistent with the treatment of (i) any External Spin-Off Transaction, any Internal Distribution, or any Internal Separation Transaction, in each case, as having U.S. Tax-Free Status (or analogous status under state or local law) or (ii) any Foreign Separation intended to have Foreign Tax-Free Status as having such status, and (b) SpinCo shall not (and shall not permit or cause any member of the SpinCo Group to) take any position with respect to any material item of income, deduction, gain, loss, or credit on a Tax Return, or otherwise treat such item in a manner that is inconsistent with the manner in which such item is reported on a Tax Return that Parent has the obligation or right to file pursuant to Section 3.02(a) (including, without limitation, the claiming of a deduction previously claimed on any such Tax Return); provided, however, that, notwithstanding anything to the contrary herein, (a) if Parent determines that (x) any Foreign Separation intended to have Foreign Tax-Free Status does not qualify for such status or (y) there has been a change in relevant facts after the Distribution Date as a result of which (i) any External Spin-Off Transaction, any Internal Distribution, or any Internal Separation Transaction does not qualify for U.S. Tax-Free Status or (ii) any Foreign Separation intended to have Foreign Tax-Free Status does not qualify for such status, then (b) Parent shall promptly notify SpinCo in writing and, following such notice, each of the Parties shall report the relevant Foreign Separation, External Spin-Off Transaction, Internal Distribution, or Internal Separation Transaction, as applicable, in the manner set forth in such notice (and shall not be permitted to take positions inconsistent with such notice).

Reporting of Transactions. Except to the extent otherwise required (x) by a change in applicable law or (y) as a result of a Final Determination, (ai) neither Parent XPO nor SpinCo shall (and neither shall not permit or cause any member of its respective Group to) take any position that is inconsistent with the treatment of (iA) any External Spin-Off Transaction, any Separation Transaction or the Internal Distribution, or any Internal Separation Transaction, in each case, as having U.S. Tax-Free Status (or analogous status under state or local law) or (iiB) any Foreign Separation intended to have Foreign Tax-Free Status as having such status, and (bii) SpinCo shall not (and shall not permit or cause any member of the SpinCo Group to) take any position with respect to any material item of income, deduction, gain, loss, or credit Tax Item on a Tax Return, or otherwise treat such item Tax Item, in a manner that is inconsistent with the manner in which such item Tax Item is reported on a Tax Return that Parent has the obligation required to be prepared or right to file filed by XPO pursuant to Section 3.02(a) 4.02 (including, without limitation, the claiming of a deduction previously claimed on any such Tax Return); provided, however, that, notwithstanding anything to the contrary herein, (a1) if Parent determines XPO determines, in its sole and absolute discretion, that (x) any Foreign Separation intended to have Foreign Tax-Free Status does not qualify for such status or (y) there has been a change in relevant facts after the Distribution Deconsolidation Date as a result of which (iI) any External Spin-Off Transaction, any Internal Distribution, or any Internal Separation Transaction or the Internal Distribution does not qualify for U.S. Tax-Free Status or (iiII) any Foreign Separation intended to have Foreign Tax-Free Status does not qualify for such status, then (b2) Parent XPO shall promptly notify SpinCo in writing and, following such notice, each of the Parties shall report the relevant Foreign Separation, such External Spin-Off Separation Transaction, Internal Distribution, or Internal Separation TransactionForeign Separation, as applicable, in the manner set forth in such notice (and shall not be permitted to take positions inconsistent with such notice).

Reporting of Transactions. Except to the extent otherwise required (x) by a change in applicable law or (y) as a result of a Final Determination, (ai) neither Parent nor SpinCo none of UTC, Carrier, or Otis shall (and shall not permit or cause any member of its respective Group to) take any position that is inconsistent with the treatment of (iA) any External Spin-Off Separation Transaction, any Internal Distribution, or any Internal Separation Transaction, in each case, as having U.S. Tax-Free Status (or analogous status under state or local law) or (iiB) any Foreign Separation intended to have Foreign Tax-Free Status as having such status, and (bii) no SpinCo shall not (and shall not permit or cause any member of the relevant SpinCo Group to) take any position with respect to any material item of income, deduction, gain, loss, or credit on a Tax Return, or otherwise treat such item in a manner that is inconsistent with the manner in which such item is reported on a Tax Return that Parent has the obligation required to be prepared or right to file filed by UTC pursuant to Section 3.02(a) 4.02 (including, without limitation, the claiming of a deduction previously claimed on any such Tax Return); provided, however, that, notwithstanding anything to the contrary herein, (a1) if Parent UTC determines that (x) any notwithstanding the receipt of the Tax Opinion/Ruling with respect to the Carrier Foreign Separation intended to have Distribution and the Otis Foreign Distribution, either or both of the Carrier Foreign Distribution and the Otis Foreign Distribution do not qualify for Foreign Tax-Free Status does not qualify for such status Status, or (y) there has been a change in relevant facts after the Distribution Deconsolidation Date as a result of which (iI) any External Spin-Off Separation Transaction, any Internal Distribution, or any Internal Separation Transaction does not qualify for U.S. Tax-Free Status or (iiII) any Foreign Separation intended to have Foreign Tax-Free Status does not qualify for such status, then (b2) Parent UTC shall promptly notify SpinCo Carrier and Otis in writing and, following such notice, each of the Parties shall report the relevant Carrier Foreign Separation, Distribution and/or the Otis Foreign Distribution or such External Spin-Off Separation Transaction, Internal Distribution, or Internal Separation Transaction, or Foreign Separation, as applicable, in the manner set forth in such notice (and shall not be permitted to take positions inconsistent with such notice).

Reporting of Transactions. Except to the extent otherwise required (x) by a change in applicable law or (y) as a result of a Final Determination, (ai) neither Parent XPO nor SpinCo shall (and neither shall not permit or cause any member of its respective Group to) take any position that is inconsistent with the treatment of (iA) any External Spin-Off Transaction, any Separation Transaction or the Internal Distribution, or any Internal Separation Transaction, in each case, as having U.S. Tax-Free Status (or analogous status under state or local law) or (iiB) any Foreign Separation intended to have Foreign Tax-Free Status as having such status, and (bii) SpinCo shall not (and shall not permit or cause any member of the SpinCo Group to) take any position with respect to any material item of income, deduction, gain, loss, or credit on a Tax Return, or otherwise treat such item in a manner that is inconsistent with the manner in which such item is reported on a Tax Return that Parent has the obligation required to be prepared or right to file filed by XPO pursuant to Section 3.02(a) 4.02 (including, without limitation, the claiming of a deduction previously claimed on any such Tax Return); provided, however, that, notwithstanding anything to the contrary herein, (a1) if Parent XPO determines that (x) any Foreign Separation intended to have Foreign Tax-Free Status does not qualify for such status or (y) there has been a change in relevant facts after the Distribution Deconsolidation Date as a result of which (iI) any External Spin-Off Transaction, any Internal Distribution, or any Internal Separation Transaction or the Internal Distribution does not qualify for U.S. Tax-Free Status or (iiII) any Foreign Separation intended to have Foreign Tax-Free Status does not qualify for such status, then (b2) Parent XPO shall promptly notify SpinCo in writing and, following such notice, each of the Parties shall report the relevant Foreign Separation, such External Spin-Off Separation Transaction, Internal Distribution, or Internal Separation TransactionForeign Separation, as applicable, in the manner set forth in such notice (and shall not be permitted to take positions inconsistent with such notice).

Reporting of Transactions. Except to the extent otherwise required (x) by a change in applicable law or (y) as a result of a Final Determination, (ai) neither Parent XPO nor SpinCo shall (and neither shall not permit or cause any member of its respective Group to) take any position that is inconsistent with the treatment of (iA) any External Spin-Off Transaction, Separation Transaction or any Internal Distribution, or any Internal Separation Transaction, in each case, as having U.S. Tax-Free Status (or analogous status under state or local law) or (iiB) any Foreign Separation intended to have Foreign Tax-Free Status as having such status, and (bii) SpinCo shall not (and shall not permit or cause any member of the SpinCo Group to) take any position with respect to any material item of income, deduction, gain, loss, or credit on a Tax Return, or otherwise treat such item in a manner that is inconsistent with the manner in which such item is reported on a Tax Return that Parent has the obligation required to be prepared or right to file filed by XPO pursuant to Section 3.02(a) 4.02 (including, without limitation, the claiming of a deduction previously claimed on any such Tax Return); provided, however, that, notwithstanding anything to the contrary herein, (a1) if Parent XPO determines that (x) any Foreign Separation intended to have Foreign Tax-Free Status does not qualify for such status or (y) there has been a change in relevant facts after the Distribution Deconsolidation Date as a result of which (iI) any External Spin-Off Transaction, any Internal Distribution, Separation Transaction or any Internal Separation Transaction Distribution does not qualify for U.S. Tax-Free Status or (iiII) any Foreign Separation intended to have Foreign Tax-Free Status does not qualify for such status, then (b2) Parent XPO shall promptly notify SpinCo in writing and, following such notice, each of the Parties shall report the relevant Foreign Separation, such External Spin-Off Separation Transaction, Internal Distribution, or Internal Separation TransactionForeign Separation, as applicable, in the manner set forth in such notice (and shall not be permitted to take positions inconsistent with such notice).