Common use of Tax Reporting Practices Clause in Contracts

Tax Reporting Practices. (a) Except as otherwise provided in Section 4.03(b), in the case of any Tax Return in respect of which GRP&E/BCS SpinCo is the Responsible Company and that is a Tax Return for any Pre-Distribution Period or any Straddle Period (or any Post-Distribution Period to the extent items reported on such Tax Return could reasonably be expected to affect items reported on any Tax Return for any Pre-Distribution Period or any Straddle Period for which Parent is the Responsible Party), such Tax Return shall be prepared in accordance with past practices, accounting methods, elections and conventions (“Past Practices”) used with respect to the Tax Returns in question, and, to the extent there is no Past Practice with respect to such item, in accordance with reasonable Tax accounting or other practices selected by GRP&E/BCS SpinCo and reasonably acceptable to Parent. (b) Except to the extent otherwise required by a change in applicable Law or as a result of a Final Determination, (i) neither Parent nor GRP&E/BCS SpinCo shall, and each shall not permit or cause any member of its respective Group to, take any position that is inconsistent with the Tax-Free Status, the tax treatment of any of the Separation Transactions as described in the Tax Opinions or, if not described in the Tax Opinions, in the Separation Step Plan; provided that in any case or with respect to any item where there is no relevant Tax Opinion or description in the Separation Step Plan, the tax treatment of any of the Separation Transactions shall be as determined by Parent in its good faith judgment, and (ii) GRP&E/BCS SpinCo shall not, and shall not permit or cause any member of the GRP&E/BCS Group to, take any position with respect to an item of income, deduction, gain, loss or credit on a Tax Return, or otherwise treat such item in a manner which is inconsistent with the manner such item is reported on a Tax Return required to be prepared and filed by Parent pursuant to Section 4.01 (including, without limitation, the claiming of a deduction previously claimed on any such Tax Return), except with the prior written consent of Parent.

Tax Reporting Practices. (a) Except as otherwise provided in Section 4.03(b3.03(c), in the case of with respect to any Tax Return in respect of which GRP&E/BCS SpinCo is that Adient has the Responsible Company obligation and that is a Tax Return right to prepare and file, or cause to be prepared and filed, under Section 3.02 for any Pre-Distribution Period or any Straddle Period (or any Post-Distribution Period or, to the extent items reported on such relating to any Taxes or Tax Return could reasonably be expected Items of the Electronics Entity attributable to affect items reported on any Tax Return for any Pre-Distribution Period or any Straddle Period for which Parent is the Responsible PartyElectronics Business), such Tax Return shall be prepared in accordance with past practices, accounting methods, elections and conventions (“Past Practices”) used with respect to the Tax Returns in question, and, to the extent there is no Past Practice with respect to such item, in accordance with reasonable Tax accounting or other practices selected by GRP&E/BCS SpinCo Adient and reasonably acceptable to Parent▇▇▇▇▇▇▇ Controls; provided that, except to the extent relating to any Taxes or Tax Items of the Electronics Entity attributable to the Electronics Business, Adient may determine in good faith to prepare and file, or cause to be prepared and filed, any such Tax Return in a manner that deviates from Past Practices; provided, however, that if any such Tax Return is prepared or filed in a manner that deviates from Past Practices, Adient shall be responsible for any additional Taxes imposed on or payable by ▇▇▇▇▇▇▇ Controls or any of its Affiliates (including pursuant to the terms of this Agreement) as a result of any such deviation (other than any such deviation that was previously consented to by ▇▇▇▇▇▇▇ Controls (including in connection with the review, if any, by ▇▇▇▇▇▇▇ Controls of the relevant Tax Return pursuant to the procedures set forth in Section 3.05(a))). (b) Except as otherwise provided in Section 3.03(c), with respect to any Straddle Combined Return to the extent relating to the Post-Distribution Period or any Combined Return for any taxable period beginning on or after the Distribution Date, in each case, that ▇▇▇▇▇▇▇ Controls has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 3.01, such Tax Return (or such portion thereof) shall be prepared in accordance with Past Practices used with respect to the Tax Returns in question, and, to the extent there is no Past Practice with respect to such item, in accordance with reasonable Tax accounting or other practices selected by ▇▇▇▇▇▇▇ Controls and reasonably acceptable to Adient; provided that ▇▇▇▇▇▇▇ Controls may determine in good faith to prepare and file, or cause to be prepared and filed, any such Tax Return in a manner that deviates from Past Practices; provided, however, that if any such Tax Return is prepared or filed in a manner that deviates from Past Practices, ▇▇▇▇▇▇▇ Controls shall be responsible for any additional Taxes imposed on or payable by Adient or any of its Affiliates (including pursuant to the terms of this Agreement) as a result of any such deviation (other than any such deviation that was previously consented to by Adient (including in connection with the review, if any, by Adient of the relevant Tax Return pursuant to the procedures set forth in Section 3.05(a))). (c) Except to the extent otherwise required by a change in applicable Law or as a result of a Final Determination, (iA) neither Parent ▇▇▇▇▇▇▇ Controls nor GRP&E/BCS SpinCo Adient shall, and each neither shall not permit or cause any member of its respective Group to, take any position that is inconsistent with the treatment of (i) each of the Old ▇▇▇▇▇▇▇ Controls Internal Distributions (where applicable, taken together with the relevant Old ▇▇▇▇▇▇▇ Controls Internal Contribution) as having Tax-Free StatusStatus (or analogous status under state or local Law), the tax treatment of (ii) any of the Separation Transactions as described in having the tax-free or other tax treatment indicated on the Tax Opinions or, if not described in the Tax Opinions, in the Separation Step Plan; provided that in any case Treatment Schedule or with respect to any item where there is no relevant Tax Opinion or description in the Separation Step Plan, (iii) the tax treatment Tyco Merger as having Unrestricted Inversion Status or (iv) Adient as having Foreign Corporation Status as of any of immediately after the Separation Transactions shall be as determined by Parent in its good faith judgment, Distribution and (iiB) GRP&E/BCS SpinCo Adient shall not, and shall not permit or cause any member of the GRP&E/BCS Adient Group to, take any position with respect to an item of income, deduction, gain, loss or credit on a Tax Return, or otherwise treat such item in a manner which that is inconsistent with the manner such item is reported on a Tax Return required to be prepared and or filed by Parent ▇▇▇▇▇▇▇ Controls pursuant to Section 4.01 3.01 hereof (including, without limitation, the claiming of a deduction previously claimed on any such Tax Return), except with the prior written consent of Parent▇▇▇▇▇▇▇ Controls.

Tax Reporting Practices. (a) Except as otherwise provided in Section 4.03(b)3.6, in the case of any Tax Return in with respect of which GRP&E/BCS SpinCo is the Responsible Company and that is a Tax Return for any Pre-Distribution Period or any Straddle Period (or any Post-Distribution Period to the extent items reported on such Tax Return could reasonably be expected to affect items reported on any Tax Return for any Pre-taxable period that begins on or before the second anniversary of the Distribution Period or any Straddle Period for Date with respect to which Parent ▇▇▇▇▇▇▇▇ is the Responsible Party)Company, such Tax Return shall be prepared in accordance a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used with respect to the Tax Returns in questionquestion (unless there is no Reasonable Basis for the use of such Past Practices), and, 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 Practice with respect to such itemPractices), in accordance with reasonable Tax accounting or other practices selected by GRP&E/BCS SpinCo ▇▇▇▇▇▇▇▇ that are consistent with Fortive’s accounting practices with respect to similar Tax Items and otherwise reasonably acceptable to Parent. (b) Except to the extent otherwise required by a change in applicable Law or as a result of a Final Determination, (i) neither Parent nor GRP&E/BCS SpinCo shall, and each shall not permit or cause any member of its respective Group to, take any position that is inconsistent with the Tax-Free Status, the tax treatment of any of the Separation Transactions as described in the Tax Opinions or, if not described in the Tax Opinions, in the Separation Step PlanFortive; provided that in any case or with respect to any item where there is no relevant Tax Opinion or description in the Separation Step Plan, the tax treatment of any of the Separation Transactions shall be as determined by Parent in its good faith judgment, and (ii) GRP&E/BCS SpinCo that, to the extent consistent with 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. Notwithstanding anything herein to the contrary (but subject to Section 3.6), Ralliant shall not, and shall not cause or permit or cause any member of the GRP&E/BCS Group its Affiliates to, (i) take any action or Tax position inconsistent with (x) the assumptions made (including with respect to an item any Tax Item) in determining all estimated or advance payments of income, deduction, gain, loss Taxes on or credit prior to the Distribution Date or (y) any position taken on a Tax Return, or otherwise treat such item in a manner which is inconsistent with the manner such item is reported on a any Tax Return required with respect to be prepared and filed by Parent pursuant which Fortive is the Responsible Company with respect to Section 4.01 similar Tax Items or (including, ii) without limitation, the claiming of a deduction previously claimed on any such Tax Return), except with the Fortive’s prior written consent consent, make a change in any of Parentits methods of accounting for Tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods have expired.

Tax Reporting Practices. (a) Except as otherwise provided in Section 4.03(b3.03(c), in the case of with respect to any Tax Return in respect of which GRP&E/BCS SpinCo is that Adient has the Responsible Company obligation and that is a Tax Return right to prepare and file, or cause to be prepared and filed, under Section 3.02 for any Pre-Distribution Period or any Straddle Period (or any Post-Distribution Period or, to the extent items reported on such relating to any Taxes or Tax Return could reasonably be expected Items of any Electronics Entity attributable to affect items reported on any Tax Return for any Pre-Distribution Period or any Straddle Period for which Parent is the Responsible PartyElectronics Business), such Tax Return shall be prepared in accordance with past practices, accounting methods, elections and conventions (“Past Practices”) used with respect to the Tax Returns in question, and, to the extent there is no Past Practice with respect to such item, in accordance with reasonable Tax accounting or other practices selected by GRP&E/BCS SpinCo Adient and reasonably acceptable to Parent▇▇▇▇▇▇▇ Controls; provided that, except to the extent relating to any Taxes or Tax Items of any Electronics Entity attributable to the Electronics Business, Adient may determine in good faith to prepare and file, or cause to be prepared and filed, any such Tax Return in a manner that deviates from Past Practices; provided, however, that if any such Tax Return is prepared or filed in a manner that deviates from Past Practices, Adient shall be responsible for any additional Taxes imposed on or payable by ▇▇▇▇▇▇▇ Controls or any of its Affiliates (including pursuant to the terms of this Agreement) as a result of any such deviation (other than any such deviation that was previously consented to by ▇▇▇▇▇▇▇ Controls (including in connection with the review, if any, by ▇▇▇▇▇▇▇ Controls of the relevant Tax Return pursuant to the procedures set forth in Section 3.05(a))). (b) Except as otherwise provided in Section 3.03(c), with respect to any Straddle Combined Return to the extent relating to the Post-Distribution Period or any Combined Return for any taxable period beginning on or after the Distribution Date, in each case, that ▇▇▇▇▇▇▇ Controls has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 3.01, such Tax Return (or such portion thereof) shall be prepared in accordance with Past Practices used with respect to the Tax Returns in question, and, to the extent there is no Past Practice with respect to such item, in accordance with reasonable Tax accounting or other practices selected by ▇▇▇▇▇▇▇ Controls and reasonably acceptable to Adient; provided that ▇▇▇▇▇▇▇ Controls may determine in good faith to prepare and file, or cause to be prepared and filed, any such Tax Return in a manner that deviates from Past Practices; provided, however, that if any such Tax Return is prepared or filed in a manner that deviates from Past Practices, ▇▇▇▇▇▇▇ Controls shall be responsible for any additional Taxes imposed on or payable by Adient or any of its Affiliates (including pursuant to the terms of this Agreement) as a result of any such deviation (other than any such deviation that was previously consented to by Adient (including in connection with the review, if any, by Adient of the relevant Tax Return pursuant to the procedures set forth in Section 3.05(a))). (c) Except to the extent otherwise required by a change in applicable Law or as a result of a Final Determination, (iA) neither Parent ▇▇▇▇▇▇▇ Controls nor GRP&E/BCS SpinCo Adient shall, and each neither shall not permit or cause any member of its respective Group to, take any position that is inconsistent with the treatment of (i) each of the Old ▇▇▇▇▇▇▇ Controls Internal Distributions (where applicable, taken together with the relevant Old ▇▇▇▇▇▇▇ Controls Internal Contribution) as having Tax-Free StatusStatus (or analogous status under state or local Law), the tax treatment of (ii) any of the Separation Transactions as described in having the tax-free or other tax treatment indicated on the Tax Opinions or, if not described in the Tax Opinions, in the Separation Step Plan; provided that in any case Treatment Schedule or with respect to any item where there is no relevant Tax Opinion or description in the Separation Step Plan, (iii) the tax treatment Tyco Merger as having Unrestricted Inversion Status or (iv) Adient as having Foreign Corporation Status as of any of immediately after the Separation Transactions shall be as determined by Parent in its good faith judgment, Distribution and (iiB) GRP&E/BCS SpinCo Adient shall not, and shall not permit or cause any member of the GRP&E/BCS Adient Group to, take any position with respect to an item of income, deduction, gain, loss or credit on a Tax Return, or otherwise treat such item in a manner which that is inconsistent with the manner such item is reported on a Tax Return required to be prepared and or filed by Parent ▇▇▇▇▇▇▇ Controls pursuant to Section 4.01 3.01 hereof (including, without limitation, the claiming of a deduction previously claimed on any such Tax Return), except with the prior written consent of Parent▇▇▇▇▇▇▇ Controls.

Tax Reporting Practices. (a) Except as otherwise provided in Section 4.03(b3.03(c), in the case of with respect to any Tax Return in respect of which GRP&E/BCS SpinCo is that Adient has the Responsible Company obligation and that is a Tax Return right to prepare and file, or cause to be prepared and filed, under Section 3.02 for any Pre-Distribution Period or any Straddle Period (or any Post-Distribution Period or, to the extent items reported on such relating to any Taxes or Tax Return could reasonably be expected Items of any Electronics Entity attributable to affect items reported on any Tax Return for any Pre-Distribution Period or any Straddle Period for which Parent is the Responsible PartyElectronics Business), such Tax Return shall be prepared in accordance with past practices, accounting methods, elections and conventions (“Past Practices”) used with respect to the Tax Returns in question, and, to the extent there is no Past Practice with respect to such item, in accordance with reasonable Tax accounting or other practices selected by GRP&E/BCS SpinCo Adient and reasonably acceptable to Parent▇▇▇▇▇▇▇ Controls; provided that, except to the extent relating to any Taxes or Tax Items of any Electronics Entity attributable to the Electronics Business, Adient may determine in good faith to prepare and file, or cause to be prepared and filed, any such Tax Return in a manner that deviates from Past Practices; provided, however, that if any such Tax Return is prepared or filed in a manner that deviates from Past Practices, Adient shall be responsible for any additional Taxes imposed on or payable by ▇▇▇▇▇▇▇ Controls or any of its Affiliates (including pursuant to the terms of this Agreement) as a result of any such deviation (other than any such deviation that was previously consented to by ▇▇▇▇▇▇▇ Controls (including in connection with the review, if any, by ▇▇▇▇▇▇▇ Controls of the relevant Tax Return pursuant to the procedures set forth in Section 3.05(a))). (b) Except as otherwise provided in Section 3.03(c), with respect to any Straddle Combined Return to the extent relating to the Post-Distribution Period or any Combined Return for any taxable period beginning on or after the Distribution Date, in each case, that ▇▇▇▇▇▇▇ Controls has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 3.01, such Tax Return (or such portion thereof) shall be prepared in accordance with Past Practices used with respect to the Tax Returns in question, and, to the extent there is no Past Practice with respect to such item, in accordance with reasonable Tax accounting or other practices selected by ▇▇▇▇▇▇▇ Controls and reasonably acceptable to Adient; provided that ▇▇▇▇▇▇▇ Controls may determine in good faith to prepare and file, or cause to be prepared and filed, any such Tax Return in a manner that deviates from Past Practices; provided, however, that if any such Tax Return is prepared or filed in a manner that deviates from Past Practices, ▇▇▇▇▇▇▇ Controls shall be responsible for any additional Taxes imposed on or payable by Adient or any of its Affiliates (including pursuant to the terms of this Agreement) as a result of any such deviation (other than any such deviation that was previously consented to by Adient (including in connection with the review, if any, by Adient of the relevant Tax Return pursuant to the procedures set forth in Section 3.05(a))). (c) Except to the extent otherwise required by a change in applicable Law or as a result of a Final Determination, (iA) neither Parent ▇▇▇▇▇▇▇ Controls nor GRP&E/BCS SpinCo Adient shall, and each neither shall not permit or cause any member of its respective Group to, take any position that is inconsistent with the treatment of (i) each of the Old ▇▇▇▇▇▇▇ Controls Internal Distributions (where applicable, taken together with the relevant Old ▇▇▇▇▇▇▇ Controls Internal Contribution) as having Tax-Free StatusStatus (or analogous status under state or local Law), the tax treatment of (ii) any of the relevant entities, instruments or Separation Transactions as described in having the tax-free or other tax treatment indicated on the Tax Opinions or, if not described in the Tax Opinions, in the Separation Step Plan; provided that in any case Treatment Schedule or with respect to any item where there is no relevant Tax Opinion or description in the Separation Step Plan, (iii) the tax treatment Tyco Merger as having Unrestricted Inversion Status or (iv) Adient as having Foreign Corporation Status as of any of immediately after the Separation Transactions shall be as determined by Parent in its good faith judgment, Distribution and (iiB) GRP&E/BCS SpinCo Adient shall not, and shall not permit or cause any member of the GRP&E/BCS Adient Group to, take any position with respect to an item of income, deduction, gain, loss or credit on a Tax Return, or otherwise treat such item in a manner which that is inconsistent with the manner such item is reported on a Tax Return required to be prepared and or filed by Parent ▇▇▇▇▇▇▇ Controls pursuant to Section 4.01 3.01 hereof (including, without limitation, the claiming of a deduction previously claimed on any such Tax Return), except with the prior written consent of Parent▇▇▇▇▇▇▇ Controls.

Tax Reporting Practices. (a) Except as otherwise provided in Section 4.03(b3.03(c), in the case of with respect to any Tax Return in respect of which GRP&E/BCS SpinCo is that Adient has the Responsible Company obligation and that is a Tax Return right to prepare and file, or cause to be prepared and filed, un- der Section 3.02 for any Pre-Distribution Period or any Straddle Period (or any Post-Distribution Period or, to the extent items reported on such relating to any Taxes or Tax Return could reasonably be expected Items of any Electronics Entity attributable to affect items reported on any Tax Return for any Pre-Distribution Period or any Straddle Period for which Parent is the Responsible PartyElectronics Business), such Tax Return shall be prepared in accordance with past practices, accounting methods, elections elec- tions and conventions (“Past Practices”) used with respect to the Tax Returns in question, and, to the extent there is no Past Practice with respect to such item, in accordance with reasonable Tax accounting or other practices selected by GRP&E/BCS SpinCo Adient and reasonably acceptable to Parent▇▇▇▇▇▇▇ Controls; provided that, except to the extent relating to any Taxes or Tax Items of any Electronics Entity (b) Except as otherwise provided in Section 3.03(c), with respect to any Straddle Combined Return to the extent relating to the Post-Distribution Period or any Combined Return for any taxable period beginning on or after the Distribution Date, in each case, that ▇▇▇▇▇▇▇ Controls has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 3.01, such Tax Return (or such portion thereof) shall be prepared in accordance with Past Practices used with respect to the Tax Returns in question, and, to the extent there is no Past Practice with respect to such item, in accordance with reasonable Tax accounting or other prac- tices selected by ▇▇▇▇▇▇▇ Controls and reasonably acceptable to Adient; provided that ▇▇▇▇▇▇▇ Controls may determine in good faith to prepare and file, or cause to be prepared and filed, any such Tax Return in a manner that deviates from Past Practices; provided, however, that if any such Tax Return is prepared or filed in a manner that deviates from Past Practices, ▇▇▇▇▇▇▇ Con- trols shall be responsible for any additional Taxes imposed on or payable by Adient or any of its Affiliates (including pursuant to the terms of this Agreement) as a result of any such deviation (other than any such deviation that was previously consented to by Adient (including in connec- tion with the review, if any, by Adient of the relevant Tax Return pursuant to the procedures set forth in Section 3.05(a))). (bc) Except to the extent otherwise required by a change in applicable Law or as a result of a Final Determination, (iA) neither Parent ▇▇▇▇▇▇▇ Controls nor GRP&E/BCS SpinCo Adient shall, and each neither shall not permit or cause any member of its respective Group to, take any position that is inconsistent with the treatment of (i) each of the Old ▇▇▇▇▇▇▇ Controls Internal Distributions (where applicable, taken together with the relevant Old ▇▇▇▇▇▇▇ Controls Internal Contribution) as having Tax-Free StatusStatus (or analogous status under state or local Law), the tax treatment of (ii) any of the Separation relevant entities, instruments or Separa- tion Transactions as described in having the tax-free or other tax treatment indicated on the Tax Opinions or, if not described in the Tax Opinions, in the Separation Step Plan; provided that in any case Treatment Schedule or with respect to any item where there is no relevant Tax Opinion or description in the Separation Step Plan, (iii) the tax treatment Tyco Merger as having Unrestricted Inversion Sta- tus or (iv) Adient as having Foreign Corporation Status as of any of immediately after the Separation Transactions shall be as determined by Parent in its good faith judgment, Distribution and (iiB) GRP&E/BCS SpinCo Adient shall not, and shall not permit or cause any member of the GRP&E/BCS Adient Group to, take any position with respect to an item of income, deduction, gain, loss or credit on a Tax Return, or otherwise treat such item in a manner which that is inconsistent with the manner such item is reported on a Tax Return required to be prepared and or filed by Parent ▇▇▇▇▇▇▇ Controls pursuant to Section 4.01 3.01 hereof (including, without limitation, the claiming of a deduction previously claimed on any such Tax Return), except with the prior written consent of Parent▇▇▇▇▇▇▇ Controls.

Tax Reporting Practices. (a) Except as otherwise provided in Section 4.03(b)3.6, in the case of any Tax Return in with respect of which GRP&E/BCS SpinCo is the Responsible Company and that is a Tax Return for any Pre-Distribution Period or any Straddle Period (or any Post-Distribution Period to the extent items reported on such Tax Return could reasonably be expected to affect items reported on any Tax Return for any Pre-taxable period that begins on or before the second anniversary of the Distribution Period or any Straddle Period for Date with respect to which Parent R▇▇▇▇▇▇▇ is the Responsible Party)Company, such Tax Return shall be prepared in accordance a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used with respect to the Tax Returns in questionquestion (unless there is no Reasonable Basis for the use of such Past Practices), and, 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 Practice with respect to such itemPractices), in accordance with reasonable Tax accounting or other practices selected by GRP&E/BCS SpinCo R▇▇▇▇▇▇▇ that are consistent with Fortive’s accounting practices with respect to similar Tax Items and otherwise reasonably acceptable to Parent. (b) Except to the extent otherwise required by a change in applicable Law or as a result of a Final Determination, (i) neither Parent nor GRP&E/BCS SpinCo shall, and each shall not permit or cause any member of its respective Group to, take any position that is inconsistent with the Tax-Free Status, the tax treatment of any of the Separation Transactions as described in the Tax Opinions or, if not described in the Tax Opinions, in the Separation Step PlanFortive; provided that in any case or with respect to any item where there is no relevant Tax Opinion or description in the Separation Step Plan, the tax treatment of any of the Separation Transactions shall be as determined by Parent in its good faith judgment, and (ii) GRP&E/BCS SpinCo that, to the extent consistent with 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. Notwithstanding anything herein to the contrary (but subject to Section 3.6), Ralliant shall not, and shall not cause or permit or cause any member of the GRP&E/BCS Group its Affiliates to, (i) take any action or Tax position inconsistent with (x) the assumptions made (including with respect to an item any Tax Item) in determining all estimated or advance payments of income, deduction, gain, loss Taxes on or credit prior to the Distribution Date or (y) any position taken on a Tax Return, or otherwise treat such item in a manner which is inconsistent with the manner such item is reported on a any Tax Return required with respect to be prepared and filed by Parent pursuant which Fortive is the Responsible Company with respect to Section 4.01 similar Tax Items or (including, ii) without limitation, the claiming of a deduction previously claimed on any such Tax Return), except with the Fortive’s prior written consent consent, make a change in any of Parentits methods of accounting for Tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods have expired.