Common use of Preparation and Filing of Returns Clause in Contracts

Preparation and Filing of Returns. Parent shall prepare (or cause to be prepared) all Income Tax Tax Returns of the Transferred Entities for (A) any Tax period ending on or prior to the Closing Date or (B) Straddle Period to the extent such Straddle Period Tax Return is described on Section 8.4 of the Parent Disclosure Schedule (as may be reasonably updated by Parent prior to the Closing Date to reflect Tax Returns that would reasonably be expected to materially affect Parent’s (or its Affiliates’) U.S. federal Income Tax position as a result of the Pre-Closing Restructuring and the Post-Closing Restructuring), provided that all such Tax Returns shall be prepared in a manner consistent with (1) the Pre-Closing Restructuring (and, unless otherwise required by applicable Law, the Tax treatment outlined in Exhibit A), the Post-Closing Restructuring and the Post-Closing Restructuring Schedule, and the Purchase Price Allocation Schedule, and (2) to the extent not inconsistent with clause (1) or applicable Law, past practice (“Parent Tax Returns” which Parent Tax Returns shall include, for the avoidance of doubt, IRS Forms 5471). Not later than thirty (30) days prior to the due date (including applicable extensions) of any such Parent Tax Return, Parent shall provide Purchaser with a copy of each such Parent Tax Return for its review and shall incorporate any reasonable written comments provided by Purchaser within fifteen (15) days of Purchaser’s receipt of such Parent Tax Return so long as such comments would not be expected to (1) have the effect of increasing Parent’s (and its Affiliates’) indemnification obligations pursuant to this Agreement, or (2) result in any non-de minimis unreimbursed cost for or non-de minimis adverse effect on Parent or any of its Affiliates except, in each case, to the extent Parent’s position is not permitted by applicable Law. Purchaser shall prepare (or cause to be prepared) all Income Tax Tax Returns of the Transferred Entities for any Straddle Period other than any Parent Tax Return (“Purchaser Tax Returns”, which Purchaser Tax Returns shall include, for the avoidance of doubt, IRS Forms 5471). Not later than thirty (30) days prior to the due date (including any applicable extensions) of any such Purchaser Tax Return, Purchaser shall provide Parent with a copy of each such Purchaser Tax Return for its review and shall incorporate any reasonable written comments provided by Parent within fifteen (15) days of Parent’s receipt of such Purchaser Tax Return so long as such comments would not reasonably be expected to result in any non-de minimis unreimbursed cost for or non-de minimis adverse effect on Purchaser or any of its Affiliates except to the extent Purchaser’s position is not permitted by applicable Law. Purchaser shall timely file or cause to be filed any such Tax Returns as finalized pursuant to the terms of this Section 8.4. The parties agree that, upon the request of Purchaser, in filing any Pass-Through Tax Return that would be governed by this Section 8.4 for the taxable year of any U.S. Transferred Entity that is a partnership for U.S. federal income Tax purposes that includes the Closing Date, the party preparing or causing to be prepared such Tax Return shall cause the relevant Transferred Entity to make an election under Code Section 754 (and the corresponding provisions of U.S. state, local or non-U.S. Tax Law) if such Transferred Entity does not already have a valid election under Code Section 754 in place. Notwithstanding the foregoing and for the avoidance of doubt, as between Parent and its Affiliates, on the one hand, and Purchaser and its Affiliates on the other, Parent shall have sole responsibility for all Tax Returns (and any Taxes thereon) and any other Tax matters with respect to the Contracts listed in Section 8.4 of the Parent Disclosure Schedule. For the avoidance of doubt, Purchaser agrees to file any Tax Returns that are not Parent Tax Returns for any Transferred Entity with respect to any Pre-Closing Tax Period in a manner that is consistent with (A) the Pre-Closing Restructuring (and, unless otherwise required by applicable Law, the Tax treatment outlined in Exhibit A), the Post-Closing Restructuring and the Post-Closing Restructuring Schedule, and the Purchase Price Allocation Schedule, and (B) to the extent not inconsistent with clause (A) or applicable Law, past practice. Notwithstanding the foregoing or anything to the contrary in this Agreement, as between Parent and its Affiliates, on the one hand, and Purchaser and its Affiliates on the other, Parent shall retain all rights and obligations over Tax matters (including any Tax Actions) with respect to the Contracts listed in Section 8.4 of the Parent Disclosure Schedule, provided that Parent and its Affiliates covenant and agree not to knowingly after due inquiry take any actions with the specific intent to breach of any of the obligations set forth in such Contracts with respect to Taxes or Tax Returns.

Preparation and Filing of Returns. Parent (i) The Company shall prepare (or cause to be prepared) responsible for the preparation and timely filing of all Income Tax Tax Returns of or which include the Transferred Entities Company and its subsidiaries for (A) any Tax period ending on or prior to the Closing Date or (B) Straddle Period to the extent such Straddle Period Tax Return is described on Section 8.4 of the Parent Disclosure Schedule (as may be reasonably updated by Parent prior to the Closing Date to reflect Tax Returns that would reasonably be expected to materially affect Parent’s (or its Affiliates’) U.S. federal Income Tax position as a result of the Pre-Closing Restructuring and Tax Periods that are due before the Post-Closing Restructuring), provided that all Date. The Company shall cause the amount shown as due on such Tax Returns shall to be prepared in a manner consistent with timely paid. (1ii) the Pre-Closing Restructuring At least ten (and, unless otherwise required by applicable Law, the Tax treatment outlined in Exhibit A), the Post-Closing Restructuring and the Post-Closing Restructuring Schedule, and the Purchase Price Allocation Schedule, and (2) to the extent not inconsistent with clause (1) or applicable Law, past practice (“Parent Tax Returns” which Parent Tax Returns shall include, for the avoidance of doubt, IRS Forms 5471). Not later than thirty (3010) days prior to the due date of any income or franchise Tax Return referred to in Section 5.10(a)(i), the Company shall cause such Tax Return to be delivered to ECI for its review, and such Tax Return shall not be filed without ECI's written consent, which shall not be unreasonably withheld or delayed. (including applicable extensionsiii) ECI shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns of the Company and/or its subsidiaries that include Pre-Closing Tax Periods and are due after the Closing Date. At least fifteen (15) business days prior to the due date (reflecting any extension of such due date) of any such Parent Tax Return, Parent ECI shall provide Purchaser with a copy of each cause such Parent Tax Return to be delivered to the Stockholder Representative for its review review, comment and approval, which shall incorporate any reasonable written comments provided not be unreasonably withheld and which shall be deemed given if such Tax Return is materially accurate and is prepared on a basis consistent with past practices or current law or if the Stockholder Representative has not responded to ECI by Purchaser within fifteen the date that is five (155) days of Purchaser’s receipt of prior to such Parent Tax Return so long as such comments would not be expected to (1) have the effect of increasing Parent’s (and its Affiliates’) indemnification obligations pursuant to this Agreement, or (2) result in any non-de minimis unreimbursed cost for or non-de minimis adverse effect on Parent or any of its Affiliates except, in each case, to the extent Parent’s position is not permitted by applicable Law. Purchaser shall prepare (or cause to be prepared) all Income Tax Tax Returns due date of the Transferred Entities for any Straddle Period other than any Parent Tax Return Return. At least three (“Purchaser Tax Returns”, which Purchaser Tax Returns shall include, for the avoidance of doubt, IRS Forms 5471). Not later than thirty (303) days prior to the due date (including any applicable extensions) of any each such Purchaser Tax Return, Purchaser the Company Stockholders, in accordance with their Pro Rata Interests, shall provide Parent with a copy of each such Purchaser Tax Return for its review and shall incorporate any reasonable written comments provided by Parent within fifteen (15) days of Parent’s receipt of such Purchaser Tax Return so long as such comments would not reasonably be expected pay to result in any non-de minimis unreimbursed cost for or non-de minimis adverse effect on Purchaser or any of its Affiliates except ECI an amount equal to the extent Purchaser’s position is not permitted by applicable Law. Purchaser shall timely file or cause to be filed any such Tax Returns as finalized pursuant Taxes due and attributable to the terms of this Section 8.4. The parties agree that, upon the request of Purchaser, in filing any Pass-Through Tax Return that would be governed by this Section 8.4 for the taxable year of any U.S. Transferred Entity that is a partnership for U.S. federal income Tax purposes that includes the Closing Date, the party preparing or causing to be prepared such Tax Return shall cause the relevant Transferred Entity to make an election under Code Section 754 (and the corresponding provisions of U.S. state, local or non-U.S. Tax Law) if such Transferred Entity does not already have a valid election under Code Section 754 in place. Notwithstanding the foregoing and for the avoidance of doubt, as between Parent and its Affiliates, on the one hand, and Purchaser and its Affiliates on the other, Parent shall have sole responsibility for all Tax Returns (and any Taxes thereon) and any other Tax matters with respect to the Contracts listed in Section 8.4 of the Parent Disclosure Schedule. For the avoidance of doubt, Purchaser agrees to file any Tax Returns that are not Parent Tax Returns for any Transferred Entity with respect to any Pre-Closing Tax Period included in such Tax Return (as determined under Section 5.10(b) in the case of a manner Tax Return for an Overlap Period), which amount shall be taken by ECI from the Escrow Indemnity Account, but only to the extent that the amount due from the Company Stockholders exceeds the Tax Reserve reduced by any prior offsets pursuant to Section 5.10 or Section 7.03(a)(i). (iv) If a Tax Return referred to in the first sentence of Section 5.10(a)(iii) is to be filed pursuant to a valid extension, the Company Stockholders in accordance with their Pro Rata interests, shall pay to ECI, at least two (2) days prior to the due date of the Tax Return without regard to such extension, an amount equal to the Taxes due from the Company and/or its subsidiaries and attributable to the applicable Pre-Closing Tax Period, which amount shall be taken by ECI from the Escrow Indemnity Account, but only to the extent that the amount due from Company Stockholders exceeds the Tax Reserve reduced by any prior offsets pursuant to Section 5.10 or Section 7.03(a). If ECI determines that such Tax due on the due date without regard to extensions exceeds the Tax Reserve reduced by any prior offsets pursuant to Section 5.10 or Section 7.03(a), ECI shall deliver to the Stockholder Representative, at least fifteen (15) business days before such due date, a schedule supporting the calculation of such Taxes for its review, comment and approval, which shall not be unreasonably withheld and shall be deemed given if such schedule is materially accurate and is prepared on a basis consistent with past practices or current law involving the calculation of Taxes or if the Stockholder Representative has not responded to ECI by the date that is consistent with five (A5) days prior to the due date of the payment of such Taxes. ECI shall cause the Taxes due on the due date, without regard to extensions, to be timely paid. Appropriate adjustments shall be made between the parties as necessary if, at the time the Tax Return is actually filed, the Taxes due and attributable to the Pre-Closing Restructuring (andTax Period are more or less than the amount, unless otherwise required if any, previously paid by applicable Law, the Tax treatment outlined in Exhibit A), the Post-Closing Restructuring and the Post-Closing Restructuring Schedule, and the Purchase Price Allocation Schedule, and (B) to the extent not inconsistent with clause (A) or applicable Law, past practice. Notwithstanding the foregoing or anything to the contrary in this Agreement, as between Parent and its Affiliates, on the one hand, and Purchaser and its Affiliates on the other, Parent shall retain all rights and obligations over Tax matters (including any Tax Actions) with respect to the Contracts listed in Section 8.4 of the Parent Disclosure Schedule, provided that Parent and its Affiliates covenant and agree not to knowingly after due inquiry take any actions with the specific intent to breach of any of the obligations set forth in such Contracts with respect to Taxes or Tax ReturnsECI.

Preparation and Filing of Returns. Parent shall prepare (or cause to be prepared) and file all Income Tax Tax Returns of the Transferred Entities in respect of which items of income, deduction, credit, gain or loss are passed through, directly or indirectly, to a Seller (or its direct or indirect owners) (“Flow-Through Tax Returns”) that are required to be filed after the Closing Date for (A) any Tax taxable period ending on or prior to before the Closing Date or (B) Straddle Period to the extent such Straddle Period Tax Return is described on Section 8.4 of the Parent Disclosure Schedule (as may be reasonably updated by Parent prior to the Closing Date to reflect Tax Returns that would reasonably be expected to materially affect Parent’s (or its Affiliates’) U.S. federal Income Tax position as a result of the Pre-Closing Restructuring and the Post-Closing Restructuring), provided that all such Tax Returns shall be prepared in a manner consistent with (1) the Pre-Closing Restructuring (and, unless otherwise required by applicable Law, the Tax treatment outlined in Exhibit A), the Post-Closing Restructuring and the Post-Closing Restructuring Schedule, and the Purchase Price Allocation Schedule, and (2) to the extent not inconsistent with clause (1) or applicable Law, past practice (“Parent Tax Returns” which Parent Tax Returns shall include, for the avoidance of doubt, IRS Forms 5471)Date. Not later than thirty fifteen (3015) days prior to the due date (including applicable extensions) of for filing any such Parent Tax Return, Parent shall provide Purchaser with a copy of each such Parent Tax Return for its review and shall incorporate consider in good faith any reasonable written comments provided by of Purchaser within fifteen (15) days of Purchaser’s receipt of such Parent Tax Return so long as such comments would not be expected to (1) have the effect of increasing Parent’s (and its Affiliates’) indemnification obligations pursuant to this Agreement, or (2) result in any non-de minimis unreimbursed cost for or non-de minimis adverse effect on Parent or any of its Affiliates except, in each case, to the extent Parent’s position is not permitted by applicable Lawthereon. Purchaser shall prepare (or cause to be prepared) and file all Income Tax Returns other than Flow-Through Tax Returns of the Transferred Entities that are required to be filed for a Pre-Closing Period or Straddle Period; and in the case of any Straddle Period other than any Parent such Tax Return that could reasonably be expected to affect the amounts to which the Sellers are entitled or their obligations under Law or this Agreement, including under Section 2.7, (a) such Tax Return shall be prepared in accordance with past practice to the extent supported by a “Purchaser Tax Returns”more likely than not” (or higher) standard under applicable Law, which Purchaser Tax Returns shall include, for the avoidance of doubt, IRS Forms 5471). Not and (b) not later than thirty fifteen (3015) days prior to the due date (including any applicable extensions) of for filing any such Purchaser Tax Return, Purchaser shall provide Parent with a copy of each such Purchaser Tax Return for its review and shall incorporate consider in good faith any reasonable comments of Parent thereon. If Purchaser, any of its Affiliates or any of the Transferred Entities receives notice of any audit, investigation, or other action by a Governmental Entity in respect of any Flow-Through Tax Return for a taxable period (or portion thereof) ending on or before the Closing Date (a “Pre-Closing Tax Audit”), then such party will promptly (and in any event within fifteen (15) days) give written comments provided by notice to Parent. Parent will have the right, at its own expense, to control the defense of the Pre-Closing Tax Audit so long as (A) Parent gives written notice to Purchaser within fifteen (15) days after the applicable party has given notice to Parent of Parent’s receipt the Pre-Closing Tax Audit, and (B) Parent keeps the Purchaser reasonably informed of all material matters that come to its attention in respect of the Pre-Closing Tax Audit. The Purchaser will be entitled to participate in the defense of any Pre-Closing Tax Audit, at its own expense. Where Parent does not elect to control the defense of the Pre-Closing Tax Audit, Parent may, at its own expense, nevertheless participate in the defense of the Pre-Closing Tax Audit. The party controlling any Pre-Closing Tax Audit shall not settle or compromise such Purchaser Pre-Closing Tax Return so long as such comments would not reasonably be expected to result in any Audit without the consent of the non-de minimis unreimbursed cost for controlling party (not to be unreasonably withheld, conditioned or non-de minimis adverse effect on delayed). Notwithstanding anything to the contrary herein, if requested by Purchaser, Purchaser or any of and its Affiliates except shall be permitted to the extent Purchaser’s position is not permitted by applicable Law. Purchaser shall timely file or cause to be filed any such Tax Returns as finalized pursuant to the terms of this Section 8.4. The parties agree that, upon the request of Purchaser, in filing any Pass-Through Tax Return that would be governed by this Section 8.4 for the taxable year of any U.S. Transferred Entity that is treated as a partnership for U.S. federal income Income Tax purposes to make a “push out” election under Section 6226 of the Code (and any corresponding election available under applicable state or local Law) with respect to any “imputed underpayment” of or with respect to such Transferred Entity for a Pre-Closing Period or Straddle Period, and (ii) any Transferred Entity treated as a partnership for U.S. federal Income Tax purposes (taking into account any Check Open Election) shall make an election under Section 754 of the Code for the taxable year that includes the Closing Date, to the party preparing or causing to be prepared such Tax Return shall cause the relevant Transferred Entity to make an election under Code Section 754 (and the corresponding provisions of U.S. state, local or non-U.S. Tax Law) if extent such Transferred Entity does not already have a valid such an election under Code Section 754 in placeeffect. Notwithstanding the foregoing and for the avoidance of doubtforegoing, as between Parent and its Affiliates, on the one hand, and Purchaser and its Affiliates on the other, Parent shall have sole responsibility for all Tax Returns (and any Taxes thereon) and any other Tax matters with respect no review or comment rights pursuant to the Contracts listed in Section 8.4 of the Parent Disclosure Schedule. For the avoidance of doubt, Purchaser agrees to file any Tax Returns that are not Parent Tax Returns for any Transferred Entity this Agreement with respect to any Pre-Closing such Tax Period in a manner Return of any consolidated, combined, affiliated or unitary group that is consistent with (A) the Pre-Closing Restructuring (and, unless otherwise required by applicable Law, the Tax treatment outlined in Exhibit A), the Post-Closing Restructuring and the Post-Closing Restructuring Schedule, and the Purchase Price Allocation Schedule, and (B) to the extent not inconsistent with clause (A) or applicable Law, past practice. Notwithstanding the foregoing or anything to the contrary in this Agreement, as between Parent and its Affiliates, on the one hand, and Purchaser and its Affiliates on the other, Parent shall retain all rights and obligations over Tax matters (including includes any Tax Actions) with respect to the Contracts listed in Section 8.4 member of the Parent Disclosure Schedule, provided that Parent and its Affiliates covenant and agree not to knowingly after due inquiry take any actions with the specific intent to breach of any of the obligations set forth in such Contracts with respect to Taxes or Tax ReturnsGroup.

Preparation and Filing of Returns. Parent (i) The preparation and filing of any Tax Return for the NPI Companies for a Tax period which ends on or prior to the Distribution Date shall be the responsibility of KCC. (ii) The preparation and filing of any Tax Return for the NPI Companies for a period which ends after the Distribution Date shall be the responsibility of NPI. Until the third anniversary of the Distribution Date, or unless consented to by KCC in writing (which consent shall not be unreasonably withheld), NPI shall prepare (or cause to be prepared) all Income Tax such Tax Returns of in a manner consistent with the Transferred Entities past practices and methods used in preparing the Tax Returns for (A) any Tax period the Business for periods ending on or prior to the Closing Distribution Date (unless such practices or methods are no longer permissible under the Code or any other applicable Tax law). Said consistency shall include, but not be limited to, tax depreciation method, tax useful life, tax accounting methods and other tax elections previously made by KCC but shall not prohibit NPI from adopting a method different from that utilized by KCC for determining its inventory. Notwithstanding the foregoing, NPI is free to take Tax positions on its Tax Returns, unless such positions might reasonably affect the Tax liability of KCC for any Pre-Distribution Period. The parties shall cooperate in accordance with Section 6 below for purposes of determining whether a KCC Tax position would be compromised by positions taken by NPI on a Tax Return that NPI has responsibility for preparing and filing. (Biii) Straddle Period NPI shall prepare and deliver to the extent such KCC by overnight mail to KCC any Straddle Period Tax Return is described on Section 8.4 of the Parent Disclosure Schedule (as may be reasonably updated by Parent prior to the Closing Date to reflect Tax Returns that would reasonably be expected to materially affect Parentfor KCC’s (or its Affiliates’) U.S. federal Income Tax position as a result of the Pre-Closing Restructuring and the Post-Closing Restructuring), provided that all such Tax Returns shall be prepared in a manner consistent with (1) the Pre-Closing Restructuring (and, unless otherwise required by applicable Law, the Tax treatment outlined in Exhibit A), the Post-Closing Restructuring and the Post-Closing Restructuring Schedule, and the Purchase Price Allocation Schedule, and (2) to the extent not inconsistent with clause (1) or applicable Law, past practice (“Parent Tax Returns” which Parent Tax Returns shall include, for the avoidance of doubt, IRS Forms 5471). Not review no later than thirty twenty (3020) days prior to the due date (including applicable extensions) of any or extended due date for filing such Parent Straddle Period Tax Return, Parent . KCC shall provide Purchaser with a copy of each such Parent any comments or objections to the draft Straddle Period Tax Return for its review and shall incorporate any reasonable written comments provided by Purchaser within to NPI no later than fifteen (15) days of Purchaser’s receipt of such Parent Tax Return so long as such comments would not be expected to (1) have the effect of increasing Parent’s (and its Affiliates’) indemnification obligations pursuant to this Agreement, or (2) result in any non-de minimis unreimbursed cost for or non-de minimis adverse effect on Parent or any of its Affiliates except, in each case, to the extent Parent’s position is not permitted by applicable Law. Purchaser shall prepare (or cause to be prepared) all Income Tax Tax Returns of the Transferred Entities for any Straddle Period other than any Parent Tax Return (“Purchaser Tax Returns”, which Purchaser Tax Returns shall include, for the avoidance of doubt, IRS Forms 5471). Not later than thirty (30) days prior to the due date (including or extended due date for filing such return. If KCC disagrees with any applicable extensions) of any material item to be reported or reflected in such Purchaser Tax Return, Purchaser such dispute shall provide Parent with a copy of each such Purchaser Tax Return be resolved as provided for its review under Section 7. (iv) NPI and KCC shall incorporate any reasonable written comments provided by Parent within fifteen (15) days of Parent’s receipt of such Purchaser Tax Return so long as such comments would not reasonably be expected to result in any non-de minimis unreimbursed cost for or non-de minimis adverse effect on Purchaser or any of its Affiliates except to the extent Purchaser’s position is not permitted by applicable Law. Purchaser shall timely file or cause to be filed any such Tax Returns as finalized pursuant to the terms of this Section 8.4. The parties agree that, upon the request of Purchaser, in filing any Pass-Through Tax Return that would be governed by this Section 8.4 for the taxable year of any U.S. Transferred Entity that is a partnership for U.S. federal income Tax purposes that includes the Closing Date, the party preparing or causing to be prepared such Tax Return shall cause the relevant Transferred Entity to make an election under Code Section 754 (and the corresponding provisions of U.S. state, local or non-U.S. Tax Law) if such Transferred Entity does not already have a valid election under Code Section 754 in place. Notwithstanding the foregoing and for the avoidance of doubt, as between Parent and its Affiliates, on the one hand, and Purchaser and its Affiliates on the other, Parent shall have sole responsibility for all Tax Returns (and any Taxes thereon) and any other Tax matters cooperate fully with respect to the Contracts listed preparation and filing of any Tax Return hereunder, and each shall promptly make available to the other, upon reasonable request, such records, documents, information and other available data within each company’s possession or control which is pertinent to such Return. (v) All reasonable costs and expenses incurred in Section 8.4 preparing and filing such Straddle Period Tax Returns shall be paid by NPI; provided, however, that KCC shall reimburse NPI for the portion of such costs that are apportioned to the Pre-Distribution Period. Such costs will be apportioned to the Pre-Distribution Period by multiplying the total amount of such costs by a fraction, the numerator of which is the number of days in the period covered by the Tax Return falling within the Pre-Distribution Period and the denominator of which is the total number of days in the period covered by the Tax Return. (vi) If for any taxable year beginning on or after the Distribution Date, the NPI Companies recognize a net operating loss or a net capital loss which any member of the Parent Disclosure ScheduleNPI Companies, under applicable law, is permitted or required to carry back to a prior taxable year of KCC or a KCC Company, then, KCC (or a KCC Company) shall, at NPI’s sole cost and expense, file appropriate refund claims within a reasonable period after being requested to do so by NPI. For KCC (or the avoidance of doubt, Purchaser agrees KCC Company receiving such refund) shall promptly remit to file NPI any Tax Returns that are not Parent Tax Returns for any Transferred Entity refunds it receives with respect to any Pre-Closing Tax Period in a manner that is consistent with (A) the Pre-Closing Restructuring (and, unless otherwise required by applicable Law, the Tax treatment outlined in Exhibit A), the Post-Closing Restructuring and the Post-Closing Restructuring Schedule, and the Purchase Price Allocation Schedule, and (B) to the extent not inconsistent with clause (A) such net operating loss or applicable Law, past practicenet capital loss carried back. Notwithstanding the foregoing or anything foregoing, a loss that is permitted, but not required, to the contrary in this Agreementbe carried back, as between Parent and its Affiliates, on the one hand, and Purchaser and its Affiliates on the other, Parent shall retain all rights and obligations over Tax matters (including any Tax Actions) with respect to the Contracts listed in Section 8.4 of the Parent Disclosure Schedule, provided that Parent and its Affiliates covenant and agree not to knowingly after due inquiry take any actions only be carried back with the specific intent to breach prior written consent of any KCC (which consent may be given or denied in the sole discretion of the obligations set forth in such Contracts with respect to Taxes or Tax ReturnsKCC).

Preparation and Filing of Returns. Parent (i) The Existing Shareholders shall cause Oklahoma Truck Supply to prepare (or cause and file on a timely basis all Tax Returns with respect to Oklahoma Truck Supply that are required to be preparedfiled (after giving effect to any valid extensions thereof) all Income Tax Tax Returns of the Transferred Entities for (A) any Tax period ending on or prior to the Closing Date or Date. (Bii) Straddle Period to the extent such Straddle Period Tax Return is described on Section 8.4 of the Parent Disclosure Schedule (as may be reasonably updated by Parent prior to the Closing Date to reflect Tax Returns that would reasonably be expected to materially affect Parent’s (or its Affiliates’) U.S. federal Income Tax position as a result of the Pre-Closing Restructuring and the Post-Closing Restructuring), provided that all such Tax Returns shall be prepared in a manner consistent with (1) the Pre-Closing Restructuring (and, unless otherwise required by applicable Law, the Tax treatment outlined in Exhibit A), the Post-Closing Restructuring and the Post-Closing Restructuring Schedule, and the Purchase Price Allocation Schedule, and (2) to the extent not inconsistent with clause (1) or applicable Law, past practice (“Parent Tax Returns” which Parent Tax Returns shall include, for the avoidance of doubt, IRS Forms 5471). Not later than thirty (30) days prior to the due date (including applicable extensions) of any such Parent Tax Return, Parent shall provide Purchaser with a copy of each such Parent Tax Return for its review and shall incorporate any reasonable written comments provided by Purchaser within fifteen (15) days of Purchaser’s receipt of such Parent Tax Return so long as such comments would not be expected to (1) have the effect of increasing Parent’s (and its Affiliates’) indemnification obligations pursuant to this Agreement, or (2) result in any non-de minimis unreimbursed cost for or non-de minimis adverse effect on Parent or any of its Affiliates except, in each case, to the extent Parent’s position is not permitted by applicable Law. Purchaser FleetPride shall prepare (or cause to be prepared) all Income Tax Tax Returns of the Transferred Entities for any Straddle Period other than any Parent Tax Return (“Purchaser Tax Returns”, which Purchaser Tax Returns shall include, for the avoidance of doubt, IRS Forms 5471). Not later than thirty (30) days prior to the due date (including any applicable extensions) of any such Purchaser Tax Return, Purchaser shall provide Parent with a copy of each such Purchaser Tax Return for its review prepared and shall incorporate any reasonable written comments provided by Parent within fifteen (15) days of Parent’s receipt of such Purchaser Tax Return so long as such comments would not reasonably be expected to result in any non-de minimis unreimbursed cost for or non-de minimis adverse effect on Purchaser or any of its Affiliates except to the extent Purchaser’s position is not permitted by applicable Law. Purchaser shall timely file or cause to be filed on a timely basis all other Tax Returns with respect to Oklahoma Truck Supply. In connection therewith, the Existing Shareholders shall be responsible for and shall pay any Taxes for which the Existing Shareholders have agreed to indemnify FleetPride pursuant to Section 5.2(a)(i). Before filing any Tax Return with respect to any Straddle Period or any other Tax Return with respect to Taxes for which the Existing Shareholders have agreed to indemnify FleetPride pursuant to Section 5.2(a)(i), FleetPride shall provide the Existing Shareholders with a copy of such Tax Returns as finalized Return at least 20 business days prior to the last date for timely filing such Tax Return (after giving effect to any valid extensions thereof), accompanied by a statement calculating in reasonable detail the Existing Shareholders' indemnification obligation pursuant to Section 5.2(a)(i). If for any reason the Existing Shareholders do not agree with FleetPride's calculation of their indemnification obligation, the Existing Shareholders shall notify FleetPride of their disagreement within ten days of receiving a copy of the Tax Return and FleetPride's calculation, and such dispute shall be resolved pursuant to the terms Tax Dispute Resolution Mechanism (as hereinafter defined). If the Existing Shareholders agree with FleetPride's calculation of this Section 8.4. The parties agree thattheir indemnification obligation, upon the request Existing Shareholders shall pay to FleetPride the amount of Purchaser, in the Existing Shareholders' indemnification obligation at least five business days prior to the last date for timely filing any Pass-Through such Tax Return that would be governed (including any valid waivers or extensions thereof). (iii) Any refunds or credits of Taxes of Oklahoma Truck Supply plus any interest received with respect thereto from an applicable taxing authority for any taxable period ending on or before the Closing Date (including, without limitation, refunds or credits arising by this Section 8.4 for the taxable year reason of any U.S. Transferred Entity that is a partnership for U.S. federal income amended Tax purposes that includes Returns filed after the Closing Date) shall, except as otherwise provided in Section 5.2(j) and except to the party preparing extent any such refund or causing claim is reflected as an asset on Oklahoma Truck Supply's balance sheet as of August 31, 1999, be for the account of the Existing Shareholders and shall be paid by FleetPride to be prepared the Existing Shareholders within 30 days after FleetPride receives such refund or after the relevant Tax Return is filed in which the credit is applied against FleetPride's or the Surviving Corporation's liability for Taxes. Any refunds or credits of Taxes of Oklahoma Truck Supply plus any interest received with respect thereto from an applicable Taxing authority for any Taxable period beginning after the Closing Date shall cause the relevant Transferred Entity to make an election under Code Section 754 (and the corresponding provisions of U.S. state, local or non-U.S. Tax Law) if such Transferred Entity does not already have a valid election under Code Section 754 in place. Notwithstanding the foregoing and be for the avoidance account of doubt, as FleetPride. Any refunds or credits of Taxes of Oklahoma Truck Supply for any Straddle Period shall be apportioned between Parent and its Affiliatesthe Existing Shareholders, on the one hand, and Purchaser and its Affiliates on the other, Parent shall have sole responsibility for all Tax Returns (and any Taxes thereon) and any other Tax matters with respect to the Contracts listed in Section 8.4 of the Parent Disclosure Schedule. For the avoidance of doubt, Purchaser agrees to file any Tax Returns that are not Parent Tax Returns for any Transferred Entity with respect to any Pre-Closing Tax Period in a manner that is consistent with (A) the Pre-Closing Restructuring (and, unless otherwise required by applicable Law, the Tax treatment outlined in Exhibit A), the Post-Closing Restructuring and the Post-Closing Restructuring Schedule, and the Purchase Price Allocation Schedule, and (B) to the extent not inconsistent with clause (A) or applicable Law, past practice. Notwithstanding the foregoing or anything to the contrary in this Agreement, as between Parent and its AffiliatesFleetPride, on the one other hand, and Purchaser and its Affiliates on in the other, Parent shall retain all rights and obligations over Tax matters (including any Tax Actions) with respect same manner as the liability for such Taxes is apportioned pursuant to the Contracts listed in Section 8.4 of the Parent Disclosure Schedule, provided that Parent and its Affiliates covenant and agree not to knowingly after due inquiry take any actions with the specific intent to breach of any of the obligations set forth in such Contracts with respect to Taxes or Tax Returns5.2(a)(iii).

Preparation and Filing of Returns. Parent (i) The preparation and filing of any Tax Return for the NPI Companies for a Tax period which ends on or prior to the Distribution Date shall be the responsibility of KCC. (ii) The preparation and filing of any Tax Return for the NPI Companies for a period which ends after the Distribution Date shall be the responsibility of NPI. Until the third anniversary of the Distribution Date, or unless consented to by KCC in writing (which consent shall not be unreasonably withheld), NPI shall prepare (or cause to be prepared) all Income Tax such Tax Returns of in a manner consistent with the Transferred Entities past practices and methods used in preparing the Tax Returns for (A) any Tax period the Business for periods ending on or prior to the Closing Distribution Date (unless such practices or methods are no longer permissible under the Code or any other applicable Tax law). Said consistency shall include, but not be limited to, tax depreciation method, tax useful life, tax accounting methods and other tax elections previously made by KCC but shall not prohibit NPI from adopting a method different from that utilized by KCC for determining its inventory. Notwithstanding the foregoing, NPI is free to take Tax positions on its Tax Returns, unless such positions might reasonably affect the Tax liability of KCC for any Pre-Distribution Period. The parties shall cooperate in accordance with Section 6 below for purposes of determining whether a KCC Tax position would be compromised by positions taken by NPI on a Tax Return that NPI has responsibility for preparing and filing. (Biii) Straddle Period NPI shall prepare and deliver to the extent such KCC by overnight mail to KCC any Straddle Period Tax Return is described on Section 8.4 of the Parent Disclosure Schedule (as may be reasonably updated by Parent prior to the Closing Date to reflect Tax Returns that would reasonably be expected to materially affect Parentfor KCC’s (or its Affiliates’) U.S. federal Income Tax position as a result of the Pre-Closing Restructuring and the Post-Closing Restructuring), provided that all such Tax Returns shall be prepared in a manner consistent with (1) the Pre-Closing Restructuring (and, unless otherwise required by applicable Law, the Tax treatment outlined in Exhibit A), the Post-Closing Restructuring and the Post-Closing Restructuring Schedule, and the Purchase Price Allocation Schedule, and (2) to the extent not inconsistent with clause (1) or applicable Law, past practice (“Parent Tax Returns” which Parent Tax Returns shall include, for the avoidance of doubt, IRS Forms 5471). Not review no later than thirty twenty (3020) days prior to the due date (including applicable extensions) of any or extended due date for filing such Parent Straddle Period Tax Return, Parent return. KCC shall provide Purchaser with a copy of each such Parent any comments or objections to the draft Straddle Period Tax Return for its review and shall incorporate any reasonable written comments provided by Purchaser within to NPI no later than fifteen (15) days of Purchaser’s receipt of such Parent Tax Return so long as such comments would not be expected to (1) have the effect of increasing Parent’s (and its Affiliates’) indemnification obligations pursuant to this Agreement, or (2) result in any non-de minimis unreimbursed cost for or non-de minimis adverse effect on Parent or any of its Affiliates except, in each case, to the extent Parent’s position is not permitted by applicable Law. Purchaser shall prepare (or cause to be prepared) all Income Tax Tax Returns of the Transferred Entities for any Straddle Period other than any Parent Tax Return (“Purchaser Tax Returns”, which Purchaser Tax Returns shall include, for the avoidance of doubt, IRS Forms 5471). Not later than thirty (30) days prior to the due date (including or extended due date for filing such return. If KCC disagrees with any applicable extensions) of any material item to be reported or reflected in such Purchaser Tax Return, Purchaser such dispute shall provide Parent with a copy of each such Purchaser Tax Return be resolved as provided for its review under Section 7. (iv) NPI and KCC shall incorporate any reasonable written comments provided by Parent within fifteen (15) days of Parent’s receipt of such Purchaser Tax Return so long as such comments would not reasonably be expected to result in any non-de minimis unreimbursed cost for or non-de minimis adverse effect on Purchaser or any of its Affiliates except to the extent Purchaser’s position is not permitted by applicable Law. Purchaser shall timely file or cause to be filed any such Tax Returns as finalized pursuant to the terms of this Section 8.4. The parties agree that, upon the request of Purchaser, in filing any Pass-Through Tax Return that would be governed by this Section 8.4 for the taxable year of any U.S. Transferred Entity that is a partnership for U.S. federal income Tax purposes that includes the Closing Date, the party preparing or causing to be prepared such Tax Return shall cause the relevant Transferred Entity to make an election under Code Section 754 (and the corresponding provisions of U.S. state, local or non-U.S. Tax Law) if such Transferred Entity does not already have a valid election under Code Section 754 in place. Notwithstanding the foregoing and for the avoidance of doubt, as between Parent and its Affiliates, on the one hand, and Purchaser and its Affiliates on the other, Parent shall have sole responsibility for all Tax Returns (and any Taxes thereon) and any other Tax matters cooperate fully with respect to the Contracts listed preparation and filing of any Tax Return hereunder, and each shall promptly make available to the other, upon reasonable request, such records, documents, information and other available data within each company’s possession or control which is pertinent to such Return. (v) All reasonable costs and expenses incurred in Section 8.4 preparing and filing such Straddle Period Tax Returns shall be paid by NPI, provided however, that KCC shall reimburse NPI for the portion of such costs that are apportioned to the Pre-Distribution Period. Such costs will be apportioned to the Pre-Distribution Period by multiplying the total amount of such costs by a fraction, the numerator of which is the number of days in the period covered by the Tax Return falling within the Pre-Distribution Period and the denominator of which is the total number of days in the period covered by the Tax Return. (vi) If for any taxable year beginning on or after the Distribution Date, the NPI Companies recognize a net operating loss or a net capital loss which any member of the Parent Disclosure ScheduleNPI Companies, under applicable law, is permitted or required to carry back to a prior taxable year of KCC or a KCC Company, then, KCC (or a KCC Company) shall, at NPI’s sole cost and expense, file appropriate refund claims within a reasonable period after being requested to do so by NPI. For KCC (or the avoidance of doubt, Purchaser agrees KCC Company receiving such refund) shall promptly remit to file NPI any Tax Returns that are not Parent Tax Returns for any Transferred Entity refunds it receives with respect to any Pre-Closing Tax Period in a manner that is consistent with (A) the Pre-Closing Restructuring (and, unless otherwise required by applicable Law, the Tax treatment outlined in Exhibit A), the Post-Closing Restructuring and the Post-Closing Restructuring Schedule, and the Purchase Price Allocation Schedule, and (B) to the extent not inconsistent with clause (A) such net operating loss or applicable Law, past practicenet capital loss carried back. Notwithstanding the foregoing or anything foregoing, a loss that is permitted, but not required, to the contrary in this Agreementbe carried back, as between Parent and its Affiliates, on the one hand, and Purchaser and its Affiliates on the other, Parent shall retain all rights and obligations over Tax matters (including any Tax Actions) with respect to the Contracts listed in Section 8.4 of the Parent Disclosure Schedule, provided that Parent and its Affiliates covenant and agree not to knowingly after due inquiry take any actions only be carried back with the specific intent to breach prior written consent of any KCC (which consent may be given or denied in the sole discretion of the obligations set forth in such Contracts with respect to Taxes or Tax ReturnsKCC).