Common use of Tax Reporting Practices Clause in Contracts

Tax Reporting Practices. Except as provided in Section 3.6, with respect to any Tax Return for any Tax Period that begins on or before the second anniversary of the Distribution Date with respect to which Parent or Spinco is the Responsible Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), 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 Practices), in accordance with reasonable Tax accounting practices selected by Spinco; and (ii) 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; provided, that making such election or application for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed does not have a disproportionate and adverse effect on the Party filing such return. Neither Parent nor Spinco shall take any action inconsistent with the assumptions (including with respect to any Tax Item) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, neither Parent nor Spinco shall be permitted, and shall not permit any member of the Spinco Group or Parent Group, without Remainco’s prior written consent (not to be unreasonably withheld, conditioned or delayed), to make a change in any of its 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 provided in Section 3.6, with respect to any Tax Return for any Tax Period that begins on or before the second anniversary of the Distribution Date with respect to which Parent or Spinco Filtration is the Responsible Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), 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 Practices), in accordance with reasonable Tax accounting practices selected by SpincoFiltration; and (ii) 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; provided, that making such election or application for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed does . Filtration shall not have a disproportionate and adverse effect on the Party filing such return. Neither Parent nor Spinco shall take any action inconsistent with the assumptions (including with respect to any Tax Itemitems of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, neither Parent nor Spinco Filtration shall not be permitted, and shall not permit any member of the Spinco Group or Parent Filtration Group, without Remainco’s prior written consent (not to be unreasonably withheld, conditioned or delayed), to make a change in any of its methods of accounting for Tax tax purposes until all applicable statutes of limitations for all Pre-Tax Periods (or portions thereof) ending on or before the Distribution Periods Date have expired, unless Cummins provides its prior written consent. (b) The Tax treatment of any step in or portion of the Reorganization and the Distribution shall be reported on each applicable Tax Return consistently with the Tax-Free Status of the Transactions, taking into account the jurisdiction in which such Tax Returns are filed, unless there is no Reasonable Basis for such Tax treatment. In the event that a Party shall determine that there is no Reasonable Basis for such Tax treatment, such Party shall notify the other Party no later than twenty (20) Business Days prior to filing the relevant Tax Return and the Parties shall attempt in good faith to agree on the manner in which the relevant portion of the Reorganization and the Distribution shall be reported. If the Parties cannot reach a resolution, the dispute will be resolved in accordance with Article IX. (c) Cummins shall have the right to determine, in its sole discretion, whether to make elections to shorten or lengthen the Tax year of any entity listed on Schedule A or make a protective election under Section 336(e) of the Code. If Cummins determines, in its discretion, that a protective election under Section 336(e) of the Code shall be made with respect to the Distribution, Filtration agrees to take any such action that is necessary to effect such election, including any corresponding election with respect to any of its Subsidiaries, as determined by Cummins. If Cummins reasonably determines that the Filtration Group actually realizes a Tax Benefit with respect to a protective election under Section 336(e) of the Code made pursuant to this Section 3.5(c), Filtration shall promptly remit to Cummins any such Tax Benefit on an “as and when” realized basis; provided, however, that Filtration shall not be required to remit such Tax Benefit with respect to Taxes or Tax Attributes allocated to a member of the Filtration Group under this Agreement, as determined by Cummins in its discretion. If Filtration pays any amount to Cummins under this Section 3.5(c) and, as a result of a subsequent Final Determination, a Tax Benefit that gave rise to such payment is subsequently disallowed, Filtration shall notify Cummins of the amount to be repaid to Filtration, and Cummins shall then repay such amount to Filtration, together with any interest, fines, additions to Tax, penalties, or any additional amounts imposed by a Taxing Authority relating thereto.

Tax Reporting Practices. Except as provided in Section 3.6, with respect to any Tax Return for any Tax Period taxable period that begins on or before the second anniversary of the Distribution Date with respect to which Parent or Spinco SpinCo is the Responsible Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), 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 Practices), in accordance with reasonable Tax accounting practices selected by SpincoSpinCo; and (ii) 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; provided, that making such election or application for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed does . SpinCo shall not have a disproportionate and adverse effect on the Party filing such return. Neither Parent nor Spinco shall take any action inconsistent with the assumptions made (including with respect to any Tax Item) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, neither Parent nor Spinco SpinCo (i) shall not be permitted, and shall not permit any member of the Spinco Group or Parent SpinCo Group, without RemaincoParent’s prior written consent (not to be unreasonably withheld, conditioned or delayed)consent, to make a change in any of its methods of accounting for Tax purposes until all applicable statutes for any taxable period that begins on or before the second anniversary of limitations the Distribution Date, and (ii) shall notify Parent of, and consider in good faith any reasonable comments provided by Parent regarding, any such change in method of accounting for all Pre-any taxable period that begins after the second anniversary of the Distribution Periods have expiredDate and on or before the fourth anniversary of the Distribution Date. Such notification and consideration described in clause (ii) of the preceding sentence shall occur prior to the making of any such change in method of accounting.

Tax Reporting Practices. Except as provided in Section 3.63.7 or pursuant to a Final Determination, with respect to any Tax Return for any Tax Period taxable period that begins on or before the second anniversary of the Distribution Date with respect to which Parent or Spinco ATMCo is the Responsible Party, such Tax Return shall be prepared in a manner (ia) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), 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 Practices), in accordance with reasonable Tax accounting practices selected by SpincoATMCo; and (iib) that, to the extent consistent with clause (ia), 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; provided, that making such election or application for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed does . ATMCo shall not have a disproportionate and adverse effect on the Party filing such return. Neither Parent nor Spinco shall take any action inconsistent with the assumptions made (including with respect to any Tax Item) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, neither Parent nor Spinco ATMCo (i) shall not be permitted, and shall not permit any member of the Spinco Group or Parent ATMCo Group, without RemaincoNCR’s prior written consent (not to be unreasonably withheld, conditioned or delayed)consent, to make a change in any of its methods of accounting for Tax purposes until all applicable statutes for any taxable period that begins on or before the second anniversary of limitations the Distribution Date, and (ii) shall notify NCR of, and consider in good faith any reasonable comments provided by NCR regarding, any such change in method of accounting for all Pre-any taxable period that begins after the second anniversary of the Distribution Periods have expiredDate and on or before the fourth anniversary of the Distribution Date. Such notification and consideration described in clause (ii) of the preceding sentence shall occur prior to the making of any such change in method of accounting.