Common use of Right to Review Tax Returns Clause in Contracts

Right to Review Tax Returns. To the extent that the positions taken on any Tax Return would reasonably be expected to materially adversely affect the Tax position of the Party other than the Party that is required to prepare and file any such Tax Return pursuant to Section 3.1 or 3.2 (the “Reviewing Party”), the Party required to prepare and file such Tax Return (the “Preparing Party”) shall prepare the portions of such Tax Return that relates to the business of the Reviewing Party (the Xxxxxxx Retained Business or the Veralto Business, as the case may be), shall provide a draft of such portion of such Tax Return to the Reviewing Party for its review and comment at least thirty (30) days prior to the Due Date for such Tax Return, and shall modify such portion of such Tax Return before filing to include the Reviewing Party’s reasonable comments, provided, however, with respect to any Tax Return required to be filed before the Distribution Date with respect to which Xxxxxxx is the Preparing Party, Xxxxxxx shall consider Veralto’s comments in good faith but shall not be required to accept such comments.

Appears in 4 contracts

Samples: Tax Matters Agreement (Danaher Corp /De/), Tax Matters Agreement (Veralto Corp), Tax Matters Agreement (Veralto Corp)

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Right to Review Tax Returns. To the extent that the positions taken on any Tax Return would reasonably be expected to materially adversely affect the Tax position of the Party other than the Party that is required to prepare and file any such Tax Return pursuant to Section 3.1 or 3.2 (the “Reviewing Party”), the Party required to prepare and file such Tax Return (the “Preparing Party”) shall prepare the portions of such Tax Return that relates to the business of the Reviewing Party (the Xxxxxxx Retained Business or the Veralto Envista Business, as the case may be), shall provide a draft of such portion of such Tax Return to the Reviewing Party for its review and comment at least thirty (30) days prior to the Due Date for such Tax Return, and shall modify such portion of such Tax Return before filing to include the Reviewing Party’s reasonable comments, provided, however, with respect to any Tax Return required to be filed before the Distribution Date with respect to which Xxxxxxx is the Preparing Party, Xxxxxxx shall consider VeraltoEnvista’s comments in good faith but shall not be required to accept such comments.

Appears in 2 contracts

Samples: Tax Matters Agreement (Envista Holdings Corp), Tax Matters Agreement (Envista Holdings Corp)

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Right to Review Tax Returns. To the extent that the positions taken on any Tax Return would reasonably be expected to materially adversely affect the Tax position of the Party other than the Party that is required to prepare and file any such Tax Return pursuant to Section 3.1 or 3.2 (the “Reviewing Party”), the Party required to prepare and file such Tax Return (the “Preparing Party”) shall prepare the portions of such Tax Return that relates to the business of the Reviewing Party (the Xxxxxxx Fortive Retained Business or the Veralto Vontier Business, as the case may be), shall provide a draft of such portion of such Tax Return to the Reviewing Party for its review and comment at least thirty (30) days prior to the Due Date due date for such Tax Return, and shall modify such portion of such Tax Return before filing to include the Reviewing Party’s reasonable comments, provided, however, with respect to any Tax Return required to be filed before the Distribution Date with respect to which Xxxxxxx Fortive is the Preparing Party, Xxxxxxx Fortive shall consider VeraltoVontier’s comments in good faith but shall not be required to accept such comments.

Appears in 1 contract

Samples: Tax Matters Agreement (Vontier Corp)

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