Common use of Tax Return Procedures Clause in Contracts

Tax Return Procedures. (a) Procedures relating to Tax Returns other than Single Business Returns. (i) Inpixon Consolidated Returns. With respect to all Inpixon Consolidated Returns for the taxable year which includes the Distribution Date, Inpixon shall use the closing of the books method under Treasury Regulation Section 1.1502-76 (including adopting the “end of the day rule” described therein). To the extent that the positions taken on any Inpixon Consolidated Tax Return would reasonably be expected to materially adversely affect the Tax position of Sysorex or a Sysorex Entity for any period after the Distribution Date, Inpixon shall prepare the portions of such Tax Return that relates to the VAR Business in a manner that is consistent with Past Practice unless otherwise required by applicable Law or agreed to in writing by the Parties, and shall provide a draft of such portion of such Tax Return to Sysorex for its review and comment at least 30 days prior to the Due Date for such Tax Return, provided, however, that nothing herein shall prevent Inpixon from timely filing any such Tax Return. In the event that Past Practice is not applicable to a particular item or matter, Inpixon shall determine the reporting of such item or matter in good faith. The Parties shall negotiate in good faith to resolve all disputed issues. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 7.01. In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Parties or by the Accounting Firm) prior to the Due Date for the filing of any such Tax Return, such Tax Return shall be timely filed by Inpixon and Inpixon agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution.

Tax Return Procedures. (a) Procedures relating to Tax Returns other than Single Business Returns. (i) Inpixon Cogint Consolidated Returns. With respect to all Inpixon Cogint Consolidated Returns for the taxable year which includes the Distribution DateDate and/or the purchase of the Purchased Shares pursuant to the Business Combination Agreement, Inpixon Cogint shall use the closing of the books method under (A) Treasury Regulation Section 1.1502-76 (including adopting the “end of the day rule” described therein)) and (B) Section 382 of the Code and any applicable Treasury Regulations promulgated thereunder. To the extent that the positions taken on any Inpixon Cogint Consolidated Tax Return would reasonably be expected to materially adversely affect the Tax position of Sysorex SpinCo or a Sysorex SpinCo Entity for any period after the Distribution Date, Inpixon Cogint shall prepare the portions of such Tax Return that relates to the VAR IDI Business in a manner that is consistent with Past Practice unless otherwise required by applicable Law or agreed to in writing by the Parties, and shall provide a draft of such portion of such Tax Return to Sysorex SpinCo for its review and comment at least 30 thirty (30) days prior to the Due Date for such Tax Return, provided, however, that nothing herein shall prevent Inpixon Cogint from timely filing any such Tax Return. In the event that Past Practice is not applicable to a particular item or matter, Inpixon Cogint shall determine the reporting of such item or matter in good faith. The Parties shall negotiate in good faith to resolve all disputed issues. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 7.01. In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Parties or by the Accounting Firm) prior to the Due Date for the filing of any such Tax Return, such Tax Return shall be timely filed by Inpixon Cogint and Inpixon Cogint agrees to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution.