Common use of Flex’s Responsibility Clause in Contracts

Flex’s Responsibility. Flex shall prepare and file when due (taking into account any applicable extensions), or shall cause to be prepared and filed, all Joint Returns and all Flex Separate Returns, including any amended Joint Returns or amended Flex Separate Returns. To determine the liability for Taxes on a Joint Return for a Straddle Period, (a) property, ad valorem or similar Taxes and exemptions, allowances or deductions that are calculated on an annualized basis shall be apportioned between the Pre-Distribution Tax Period and the Post-Distribution Tax Period on a daily pro-rata basis, and (b) all other Taxes shall be apportioned between the Pre-Distribution Tax Period and the Post-Distribution Tax Period on the basis of the “closing of the books” method as of the end of the day on the Distribution Date (for the avoidance of doubt, to the extent any member of the NewCo Group is included in any Joint Return for a taxable period that includes the Distribution Date, Flex shall cause to be included in such Joint Return the results of such member of the NewCo Group on the basis of the “closing of the books” method consistent with Treasury Regulations Section 1.1502-76(b)(2)(i) (or any analogous provision of applicable Law)); provided, however, that items of income, gain, loss, deduction and credit of Nextracker LLC for the taxable year which includes the Distribution Date shall be apportioned between the Pre-Distribution Tax Periods and the Post-Distribution Tax Periods in accordance with Treasury Regulations Section 1.1502-76(b)(2)(vi) (or any analogous provision of applicable Law); provided, further, that any items arising from any transactions outside the ordinary course of business that occur on the Distribution Date but after the Distributions shall be treated as occurring on the day after the Distributions under Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) (or any analogous provision of applicable Law).