Common use of Obligations to File Tax Returns Clause in Contracts

Obligations to File Tax Returns. (a) Gholdco shall prepare and timely file or cause to be timely filed all Tax Returns with respect to any member of the Alpha Group or the Generico Group that are due (after taking into account any extensions properly filed) before the Distribution Date. (b) From and after the Distribution Date, Gholdco shall prepare and timely file or cause to be timely filed (i) all Covered Group Returns and (ii) any Tax Returns that relate solely to the Generico Business (including all Income Tax Returns with respect to one or more members of the Generico Group that do not include any members of the Alpha Group). (c) From and after the Distribution Date, New Alpha shall prepare and timely file or cause to be timely filed any Tax Returns that relate solely to the Alpha Business (including all Income Tax Returns with respect to one or more members of the Alpha Group that do not include any members of the Generico Group). (d) All Covered Group Returns and all other Tax Returns relating to (i) any member of the Generico Group for Taxable years or periods ending on or before or including the Distribution Date and (ii) any member of the Alpha Group that are required to be filed by Gholdco pursuant to this Agreement, shall (to the extent permitted by Applicable Laws) be prepared on a basis consistent with the elections, methods of accounting, positions, conventions and principles of taxation and the manner in which any Tax item or other information is reported as reflected in comparable Tax Returns filed before the date of this Agreement, provided that a different method can be used (x) if it would not materially increase Taxes for which the Alpha Group would be responsible under this Agreement or (y) with the prior written consent of New Alpha (such consent not to be unreasonably withheld). The preceding sentence shall not apply to the extent (i) otherwise contemplated or required by the Ruling Request or Private Letter Ruling, or (ii) necessary to comply with any change in Applicable Laws. Consent shall not be considered unreasonably withheld within the meaning of the second preceding sentence if such different method would increase Taxes for which the Alpha Parties would be responsible under this Agreement and for which Gholdco does not compensate the Alpha Parties. Gholdco shall (A) make available to New Alpha any Tax Return it is responsible for filing pursuant to Section 2.01(a) at least 30 calendar days prior to filing, provided that New Alpha shall supply Gholdco with all information regarding any member of the Alpha Group necessary for preparing such Return at least 90 calendar days prior to the due date (taking into account any available extensions) for filing such Return, and (B) make reasonable revisions to any such Tax Return that are requested by New Alpha. (e) Gholdco, New Alpha, or Alpha, as the case may be, shall bear 100% of out-of-pocket costs, including accountants’ and attorneys’ fees, incurred in preparing any Tax Returns it is responsible for preparing and filing under Section 2.01.

Obligations to File Tax Returns. (a) Gholdco TCCC shall prepare have the sole and timely file exclusive responsibility for the preparation and filing of each Tax Return filed after the Closing Date for any Post-Closing Period or cause to be timely filed all Tax Returns with respect to Straddle Period that includes any member of the Alpha CCE Group (each, a “TCCC Filed Tax Return”); provided, however, that, except as otherwise required by Law, (w) all TCCC Filed Tax Returns shall be prepared on a basis that is consistent with the Tax Materials and, with respect to TCCC Filed Tax Returns for Straddle Periods, except as provided in Section 3.03, consistent with past practices of CCE, (x) Splitco shall prepare and deliver to TCCC in a manner consistent with past practices of CCE and its Subsidiaries, except as provided in Section 3.03, pro forma Tax Returns and Tax Information Packages with respect to each member of the Splitco Group or portion of the Generico Other CCE Businesses included in, or reflected on, a TCCC Filed Tax Return, no later than ninety (90) days before the due date for the filing of the relevant Tax Return (including any valid extensions), (y) TCCC shall provide to Splitco no later than thirty (30) days in advance of the due date for the filing thereof (including any valid extensions), and Splitco shall have a reasonable opportunity to review and comment on, any such TCCC Filed Tax Return (or the relevant portion thereof) to the extent that (I) such TCCC Filed Tax Return includes any member of the Splitco Group, or (II) Splitco is responsible for any portion of the Taxes reported on such TCCC Filed Tax Return, and (z) TCCC shall not take any position on any TCCC Filed Tax Return that includes any member of the Splitco Group that are due (after taking into account I) would reasonably be expected to result in a “listed transaction” within the meaning of Section 6707A(c)(2) of the Code or any extensions properly filedcomparable provision of state, local or foreign Tax Law, (II) before would reasonably be expected to result in penalties under any applicable Tax Law, or (III) would reasonably be expected to require disclosure under Section 6664 of the Distribution DateCode or any comparable provision of state, local or foreign Tax Law in order to avoid penalties, all without Splitco’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Except as otherwise provided herein (including as provided in Sections 5.03 and 5.04), TCCC shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a TCCC Filed Tax Return for which TCCC bears responsibility hereunder. (b) From Splitco shall have the sole and after exclusive responsibility for the Distribution Date, Gholdco shall prepare preparation and timely file or cause to be timely filed filing of (i) all Covered Group Returns and (ii) any each Tax Returns Return that relate solely is required to the Generico Business (including all Income Tax Returns with respect to one or more members of the Generico Group that do not include any members of the Alpha Group). (c) From and be filed after the Distribution Date, New Alpha shall prepare and timely file or cause to be timely filed any Tax Returns Closing Date that relate solely to the Alpha Business includes (including all Income Tax Returns with respect to one or more members of the Alpha Group that do not include any members of the Generico Group). (d) All Covered Group Returns and all other Tax Returns relating to (iA) any member of the Generico Group for Taxable years Splitco Group, or periods ending on (B) any assets or before or including operations of the Distribution Date Other CCE Businesses, that, in each case, is not a TCCC Filed Tax Return and (ii) Tax Returns required to be filed for any Pre-Closing Period that is not a Straddle Period that include any member of the Alpha CCE Group that are (each, a “Splitco Filed Tax Return”); provided, however, that, except as otherwise required to be filed by Gholdco pursuant to this AgreementLaw, (w) all Splitco Filed Tax Returns shall (to the extent permitted by Applicable Laws) be prepared on a basis that is consistent with the electionsTax Materials and, methods of accounting, positions, conventions and principles of taxation and the manner in which any Tax item or other information is reported as reflected in comparable with respect to Splitco Filed Tax Returns filed before the date for Pre-Closing Periods and Straddle Periods, except as provided in Section 3.03, consistent with past practices of this AgreementCCE, provided that a different method can be used (x) if it would not materially increase Taxes TCCC shall prepare and deliver to Splitco in a manner consistent with past practices of CCE and its Subsidiaries, except as provided in Section 3.03, pro forma Tax Returns and Tax Information Packages with respect to each member of the CCE Group or portion of the North American Business included in, or reflected on, a Splitco Filed Tax Return, no later than ninety (90) days before the due date for which the Alpha Group would be responsible under this Agreement or filing of the relevant Tax Return (including any valid extensions), (y) with Splitco shall provide to TCCC no later than thirty (30) days in advance of the due date for the filing thereof (including any valid extensions), and TCCC shall have a reasonable opportunity to review and comment on, any such Splitco Filed Tax Return (or the relevant portion thereof) to the extent that (I) such Splitco Filed Tax Return includes any member of the CCE Group, or (II) TCCC is responsible for any portion of the Taxes reported on such Splitco Filed Tax Return, and (z) Splitco shall not take any position on any Splitco Filed Tax Return that includes any member of the CCE Group that (I) would reasonably be expected to result in a “listed transaction” within the meaning of Section 6707A(c)(2) of the Code or any comparable provision of state, local or foreign Tax Law, (II) would reasonably be expected to result in penalties under any applicable Tax Law, or (III) would reasonably be expected to require disclosure under Section 6664 of the Code or any comparable provision of state, local or foreign Tax Law in order to avoid penalties, all without TCCC’s prior written consent of New Alpha (such consent consent, not to be unreasonably withheld, conditioned or delayed. Except as otherwise provided herein (including as provided in Sections 5.02 and 5.04). The preceding sentence , Splitco shall not apply have the exclusive right to the extent (i) otherwise contemplated file, prosecute, compromise or required by the Ruling Request or Private Letter Rulingsettle any claim for, or (ii) necessary to comply with any change refund of, taxes in Applicable Laws. Consent shall not be considered unreasonably withheld within the meaning respect of the second preceding sentence if such different method would increase Taxes a Splitco Filed Tax Return for which the Alpha Parties would be responsible under this Agreement and for which Gholdco does not compensate the Alpha Parties. Gholdco shall (A) make available to New Alpha any Tax Return it is responsible for filing pursuant to Section 2.01(a) at least 30 calendar days prior to filing, provided that New Alpha shall supply Gholdco with all information regarding any member of the Alpha Group necessary for preparing such Return at least 90 calendar days prior to the due date (taking into account any available extensions) for filing such Return, and (B) make reasonable revisions to any such Tax Return that are requested by New AlphaSplitco bears responsibility hereunder. (e) Gholdco, New Alpha, or Alpha, as the case may be, shall bear 100% of out-of-pocket costs, including accountants’ and attorneys’ fees, incurred in preparing any Tax Returns it is responsible for preparing and filing under Section 2.01.

Obligations to File Tax Returns. (a) Gholdco Sun shall prepare and timely file or cause to be prepared and timely filed all Tax Returns Returns, including Covered Group Returns, with respect to any member of the Alpha SpinCo Group or the Generico Sabra Group that are due (after taking into account any extensions properly filed) on or before the Distribution Date. (b) From and after the Distribution Date, Gholdco Sabra (x) shall prepare and timely file or cause to be prepared and timely filed (i) all Covered Group Returns and (iiy) shall be responsible for any Tax Returns that relate solely to the Generico Business (including all Income Tax Returns with respect to one or more members any member of the Generico Group that do not include any members of the Alpha Sabra Group). (c) From and after the Distribution Date, New Alpha SpinCo shall prepare and timely file or cause to be timely filed responsible for any Tax Returns that relate solely to the Alpha Business (including all Income Tax Returns with respect to one or more members any member of the Alpha SpinCo Group that do not include any members of the Generico Group)described in paragraph (b) above. (d) All Covered Group Returns and all other Tax Returns relating to (i) any member of the Generico Group for Taxable years or periods ending on or before or including the Distribution Date and (ii) any member of the Alpha SpinCo Group that are required to be filed by Gholdco Sabra pursuant to this Agreement, shall (to the extent permitted by Applicable Laws) be prepared on a basis consistent with the elections, methods of accounting, positions, conventions and principles of taxation and the manner in which any Tax item or other information is reported as reflected in comparable Tax Returns filed before the date of this Agreement; provided, provided that a different method can be used (x) if it would not materially increase Taxes for which the Alpha Group would be responsible under this Agreement or (y) with the prior written consent of New Alpha (such SpinCo, which consent shall not to be unreasonably withheld). The preceding sentence shall not apply withheld or (y) to the extent (i) otherwise contemplated or required by the Ruling Request or Private Letter Ruling, or (ii) necessary to comply with any change in Applicable Laws. Consent Without limiting the foregoing, SpinCo shall not take all actions as SpinCo may reasonably be considered unreasonably withheld within requested to take by Sabra in order to effectuate this Section 2.01(d); provided, that if and to the meaning extent such actions have an adverse effect on SpinCo, including, without limitation, on SpinCo’s ability to use any otherwise available Tax Attribute, Sabra shall indemnify SpinCo for the full amount of such adverse effect as agreed to by the second preceding sentence if parties. If Sabra and SpinCo are unable to agree upon such different method would increase Taxes for which amount, then the Alpha Parties would be responsible under provisions of Article VII of this Agreement shall govern the dispute and for which Gholdco does not compensate the Alpha Parties. Gholdco SpinCo shall (A) make available to New Alpha any Tax Return it is responsible for filing take such actions as reasonably requested by Sabra pursuant to this Section 2.01(a2.01(d) at least 30 calendar days prior to filing, provided that New Alpha shall supply Gholdco with all information regarding any member pending resolution of the Alpha Group necessary for preparing such Return at least 90 calendar days prior dispute and thereafter to the due date (taking into account any available extensions) for filing such Return, and (B) make reasonable revisions extent required pursuant to any such Tax Return that are requested by New AlphaArticle VII. (e) Gholdco, New Alpha, or Alpha, as the case may be, SpinCo shall bear 100% of out-of-pocket costs, including accountants’ and attorneys’ fees, costs incurred in preparing any Tax Returns with respect to SpinCo Taxes (the “SpinCo Tax Returns”), including fees for the accountants and attorneys selected by SpinCo in its sole reasonable discretion on a basis comparable with past practice, which accountants and professionals shall be engaged by Sabra to prepare the SpinCo Tax Returns; provided, that the retention of BDO USA, LLP is hereby deemed to be reasonable. If Sabra determines that it is has a claim against BDO USA, LLP with respect to the preparation of a SpinCo Tax Return, then (x) Sabra will pursue its claim against BDO USA, LLP and (y) SpinCo will direct Sabra and pay Sabra’s cost in pursuing such claim. In the event that Sabra retains any accountants or attorneys that are not described in the first sentence of this Section 2.01(e) to review such Tax Returns, Sabra shall be responsible for preparing such costs. (f) SpinCo shall deliver (or shall cause to be delivered) to Sabra a pro forma set of any Tax Returns prepared pursuant to Section 2.01(e) of this Agreement at least thirty (30) days prior to the due date for any such Tax Return for Sabra’s review and comments, and with respect to each such Tax Return, SpinCo shall consider in good faith any reasonable changes requested by Sabra. If SpinCo does not accept any change, modification, addition or deletion suggested by Sabra, then the provisions of Article VII of this Agreement shall govern the dispute. If the dispute has not been resolved prior to the due date for filing under Section 2.01the relevant Tax Return, it shall be filed as originally proposed by SpinCo (reflecting any items agreed to by the parties).

Obligations to File Tax Returns. (a) Gholdco AT Co. shall prepare and timely file or cause to be timely filed all any Income Tax Returns Return that is required to be filed after the Distribution Date by or with respect to any member of the Alpha Group or the Generico Spinco Group that are due (after i) is filed on a consolidated, combined or unitary basis, (ii) includes both one or more members of the AT Co. Group and one or more members of the Spinco Group, and (iii) is for a taxable period that includes a Pre-Distribution Period (a “Combined Return”). Each member of the Spinco Group hereby irrevocably authorizes and designates AT Co. as its agent, coordinator and administrator for the purpose of taking into account any extensions properly filed) before and all actions necessary or incidental to the Distribution Datefiling of any such Combined Tax Return and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Taxing Authority in respect of a Combined Return. Except as otherwise provided herein, AT Co. shall have the exclusive right to file, prosecute, compromise or settle any claim for refund for Income Taxes in respect of a Combined Return for which AT Co. bears responsibility hereunder and to determine whether any refunds of such Income Taxes to which the AT Consolidated Group may be entitled shall be received by way of refund or credit against the Tax liability of the AT Consolidated Group. (b) From and after the Distribution Date, Gholdco Valor shall prepare and timely file or cause to be timely filed (i) all Covered Group Returns and (ii) any Tax Returns that relate solely to the Generico Business (including all other Income Tax Returns Return required to be filed after the Distribution Date by or with respect to one or more members of the Generico Group Spinco Group, including any such Tax Return (i) with respect to any taxable period that do includes but does not include any members of end on the Alpha GroupDistribution Date (a “Straddle Return”). , (cii) From with respect to a taxable period ending on the Distribution Date (a “Short Period Return”), and (iii) with respect to a taxable period beginning after the Distribution DateDate (a “Separate Return”). AT Co. shall remit to Valor in immediately available funds the amount of any Income Taxes (including estimated Income Taxes) related to a Straddle Return or Short Period Return for which AT Co. is responsible hereunder, New Alpha at least two Business Days before payment of the relevant amount is due to a Taxing Authority. Valor shall prepare and timely file or cause to be timely filed any Other Tax Returns that relate solely Return required to be filed after the Alpha Business (including all Income Tax Returns with respect to Distribution Date by one or more members of the Alpha Group that do not include any members of the Generico Spinco Group). (d) All Covered Group Returns and all other Tax Returns relating to (i) any member of the Generico Group for Taxable years or periods ending on or before or including the Distribution Date and (ii) any member of the Alpha Group that are required to be filed by Gholdco pursuant to this Agreement, shall (to the extent permitted by Applicable Laws) be prepared on a basis consistent with the elections, methods of accounting, positions, conventions and principles of taxation and the manner in which any Tax item or other information is reported as reflected in comparable Tax Returns filed before the date of this Agreement, provided that a different method can be used (x) if it would not materially increase Taxes for which the Alpha Group would be responsible under this Agreement or (y) with the prior written consent of New Alpha (such consent not to be unreasonably withheld). The preceding sentence shall not apply to the extent (i) otherwise contemplated or required by the Ruling Request or Private Letter Ruling, or (ii) necessary to comply with any change in Applicable Laws. Consent shall not be considered unreasonably withheld within the meaning of the second preceding sentence if such different method would increase Taxes for which the Alpha Parties would be responsible under this Agreement and for which Gholdco does not compensate the Alpha Parties. Gholdco shall (A) make available to New Alpha any Tax Return it is responsible for filing pursuant to Section 2.01(a) at least 30 calendar days prior to filing, provided that New Alpha shall supply Gholdco with all information regarding any member of the Alpha Group necessary for preparing such Return at least 90 calendar days prior to the due date (taking into account any available extensions) for filing such Return, and (B) make reasonable revisions to any such Tax Return that are requested by New Alpha. (e) Gholdco, New Alpha, or Alpha, as the case may be, shall bear 100% of out-of-pocket costs, including accountants’ and attorneys’ fees, incurred in preparing any Tax Returns it is responsible for preparing and filing under Section 2.01.

Obligations to File Tax Returns. (a) Gholdco AT Co. shall prepare and timely file or cause to be timely filed all any Income Tax Returns Return that is required to be filed after the Distribution Date by or with respect to any member of the Alpha Group or the Generico Spinco Group that are due (after i) is filed on a consolidated, combined or unitary basis, (ii) includes both one or more members of the AT Co. Group and one or more members of the Spinco Group, and (iii) is for a taxable period that includes a Pre-Distribution Period (a "Combined Return"). Each member of the Spinco Group hereby irrevocably authorizes and designates AT Co. as its agent, coordinator and administrator for the purpose of taking into account any extensions properly filed) before and all actions necessary or incidental to the Distribution Datefiling of any such Combined Tax Return and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Taxing Authority in respect of a Combined Return. Except as otherwise provided herein, AT Co. shall have the exclusive right to file, prosecute, compromise or settle any claim for refund for Income Taxes in respect of a Combined Return for which AT Co. bears responsibility hereunder and to determine whether any refunds of such Income Taxes to which the AT Consolidated Group may be entitled shall be received by way of refund or credit against the Tax liability of the AT Consolidated Group. (b) From and after the Distribution Date, Gholdco Valor shall prepare and timely file or cause to be timely filed (i) all Covered Group Returns and (ii) any Tax Returns that relate solely to the Generico Business (including all other Income Tax Returns Return required to be filed after the Distribution Date by or with respect to one or more members of the Generico Group Spinco Group, including any such Tax Return (i) with respect to any taxable period that do includes but does not include any members of end on the Alpha GroupDistribution Date (a "Straddle Return"). , (cii) From with respect to a taxable period ending on the Distribution Date (a "Short Period Return"), and (iii) with respect to a taxable period beginning after the Distribution DateDate (a "Separate Return"). AT Co. shall remit to Valor in immediately available funds the amount of any Income Taxes (including estimated Income Taxes) related to a Straddle Return or Short Period Return for which AT Co. is responsible hereunder, New Alpha at least two Business Days before payment of the relevant amount is due to a Taxing Authority. Valor shall prepare and timely file or cause to be timely filed any Other Tax Returns that relate solely Return required to be filed after the Alpha Business (including all Income Tax Returns with respect to Distribution Date by one or more members of the Alpha Group that do not include any members of the Generico Spinco Group). (d) All Covered Group Returns and all other Tax Returns relating to (i) any member of the Generico Group for Taxable years or periods ending on or before or including the Distribution Date and (ii) any member of the Alpha Group that are required to be filed by Gholdco pursuant to this Agreement, shall (to the extent permitted by Applicable Laws) be prepared on a basis consistent with the elections, methods of accounting, positions, conventions and principles of taxation and the manner in which any Tax item or other information is reported as reflected in comparable Tax Returns filed before the date of this Agreement, provided that a different method can be used (x) if it would not materially increase Taxes for which the Alpha Group would be responsible under this Agreement or (y) with the prior written consent of New Alpha (such consent not to be unreasonably withheld). The preceding sentence shall not apply to the extent (i) otherwise contemplated or required by the Ruling Request or Private Letter Ruling, or (ii) necessary to comply with any change in Applicable Laws. Consent shall not be considered unreasonably withheld within the meaning of the second preceding sentence if such different method would increase Taxes for which the Alpha Parties would be responsible under this Agreement and for which Gholdco does not compensate the Alpha Parties. Gholdco shall (A) make available to New Alpha any Tax Return it is responsible for filing pursuant to Section 2.01(a) at least 30 calendar days prior to filing, provided that New Alpha shall supply Gholdco with all information regarding any member of the Alpha Group necessary for preparing such Return at least 90 calendar days prior to the due date (taking into account any available extensions) for filing such Return, and (B) make reasonable revisions to any such Tax Return that are requested by New Alpha. (e) Gholdco, New Alpha, or Alpha, as the case may be, shall bear 100% of out-of-pocket costs, including accountants’ and attorneys’ fees, incurred in preparing any Tax Returns it is responsible for preparing and filing under Section 2.01.

Obligations to File Tax Returns. (a) Gholdco From and after the Distribution Time, New MI Corp. shall prepare and timely file or cause to be timely filed all original Income Tax Returns with respect to any member of the Alpha MVT Group for any Taxable year ending on or before December 31, 2007 (including any original Income Tax Return for any Covered Group Taxes for any Taxable year ending on or before December 31, 2007), whether or not such Income Tax Return includes any member of the Generico MI Group. To the extent a member of the MI Group that are due is legally unable to sign any such Income Tax Return, MVT Holding shall sign or cause to be signed such Income Tax Return. The MVT Parties shall reimburse New MI Corp. for any Costs (after taking into account as defined in Section 3.01) incurred by MI Corp. in preparing any extensions properly filed) before Income Tax Return to the Distribution Dateextent such Cost is attributable to the portion of such Income Tax Return relating to any member of the MVT Group. (b) From and after the Distribution DateTime, Gholdco New MI Corp. shall in addition to the Income Tax Returns described in clause (a), prepare and timely file or cause to be timely filed (i) all Covered Group Returns and (ii) any other Tax Returns that relate solely to the Generico Business (including all Income Tax Returns Return with respect to one or more members any member of the Generico Group that do not include any members of the Alpha MI Group). (c) From and after the Distribution DateTime, New Alpha MVT Holding shall prepare and timely file or cause to be timely filed any Tax Returns that relate solely (other than an Income Tax Return described in clause (a)) with respect to any member of the Alpha Business MVT Group (including all including, but not limited to, the federal consolidated Income Tax Return and state Income Tax Returns with respect to one or more members of for the Alpha Group that do not include any members of the Generico Grouptaxable year beginning January 1, 2008). (d) For the avoidance of doubt, the provisions of this Section 2.01 apply only to the preparation and filing of Tax Returns. Each party shall be responsible for its own financial reporting, including but not limited to calculating and booking provisions for Income Taxes for GAAP purposes. (e) All Covered Group Returns and all other Income Tax Returns relating to (i) any member of the Generico MVT Group for Taxable years or periods ending on or before or including the Distribution Date and (ii) any member of the Alpha Group that are required to be filed by Gholdco pursuant to this AgreementDecember 31, 2007 shall (to the extent permitted by Applicable Laws) be prepared on a basis consistent with the elections, methods of accounting, positions, conventions and principles of taxation and the manner in which any Tax item or other information is reported as reflected in comparable Income Tax Returns filed before the date of this AgreementAgreement (the manner in which so reported, “Past Practice”), provided that a different method can be used (x) if it would not materially increase Taxes for which the Alpha Group MVT Parties would be responsible under this Agreement or (y) with the prior written consent of New Alpha MVT Holding (such consent not to be unreasonably withheld); provided further that if there is no Past Practice with respect to a material Tax item or other information to be reported on an Income Tax Return relating to any member of the MVT Group for Taxable years or periods ending on or before December 31, 2007, then New MI Corp. and MVT Holding shall mutually agree on the manner in which such Tax item or other information is reported. The preceding sentence shall not apply (i) to the extent (i) otherwise contemplated or required by the Ruling Request or Private Letter Ruling, or (ii) necessary to comply with any if there has been a change in Applicable Laws. Consent shall not be considered unreasonably withheld within the meaning of the second preceding sentence if such different method would increase Taxes for which the Alpha MVT Parties would be responsible under this Agreement and for which Gholdco New MI Corp. does not compensate the Alpha MVT Parties. Gholdco New MI Corp. shall (A) make available to New Alpha MVT Holding any Tax Shared Return it is responsible for filing pursuant to Section 2.01(a) at least 30 10 calendar days prior to filing, provided that New Alpha MVT Holding shall supply Gholdco New MI Corp. with all information regarding any member of the Alpha MVT Group reasonably necessary for preparing such Shared Return at least 90 100 calendar days prior to the due date (taking into account any available extensions) for filing such Shared Return, and (B) make reasonable revisions to any such Tax Return Shared Returns that are requested by New AlphaMVT Holding. (e) Gholdco, New Alpha, or Alpha, as the case may be, shall bear 100% of out-of-pocket costs, including accountants’ and attorneys’ fees, incurred in preparing any Tax Returns it is responsible for preparing and filing under Section 2.01.

Obligations to File Tax Returns. (a) Gholdco TCCC shall prepare have the sole and timely file exclusive responsibility for the preparation and filing of each Tax Return filed after the Closing Date for any Post-Closing Period or cause to be timely filed all Tax Returns with respect to Straddle Period that includes any member of the Alpha CCE Group (each, a "TCCC Filed Tax Return"); provided, however, that, except as otherwise required by Law, (w) all TCCC Filed Tax Returns shall be prepared on a basis that is consistent with the Tax Materials and, with respect to TCCC Filed Tax Returns for Straddle Periods, except as provided in Section 3.03, consistent with past practices of CCE, (x) Splitco shall prepare and deliver to TCCC in a manner consistent with past practices of CCE and its Subsidiaries, except as provided in Section 3.03, pro forma Tax Returns and Tax Information Packages with respect to each member of the Splitco Group or portion of the Generico Other CCE Businesses included in, or reflected on, a TCCC Filed Tax Return, no later than ninety (90) days before the due date for the filing of the relevant Tax Return (including any valid extensions), (y) TCCC shall provide to Splitco no later than thirty (30) days in advance of the due date for the filing thereof (including any valid extensions), and Splitco shall have a reasonable opportunity to review and comment on, any such TCCC Filed Tax Return (or the relevant portion thereof) to the extent that (I) such TCCC Filed Tax Return includes any member of the Splitco Group, or (II) Splitco is responsible for any portion of the Taxes reported on such TCCC Filed Tax Return, and (z) TCCC shall not take any position on any TCCC Filed Tax Return that includes any member of the Splitco Group that are due (after taking into account I) would reasonably be expected to result in a "listed transaction" within the meaning of Section 6707A(c)(2) of the Code or any extensions properly filedcomparable provision of state, local or foreign Tax Law, (II) before would reasonably be expected to result in penalties under any applicable Tax Law, or (III) would reasonably be expected to require disclosure under Section 6664 of the Distribution DateCode or any comparable provision of state, local or foreign Tax Law in order to avoid penalties, all without Splitco's prior written consent, not to be unreasonably withheld, conditioned or delayed. Except as otherwise provided herein (including as provided in Sections 5.03 and 5.04), TCCC shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a TCCC Filed Tax Return for which TCCC bears responsibility hereunder. (b) From Splitco shall have the sole and after exclusive responsibility for the Distribution Date, Gholdco shall prepare preparation and timely file or cause to be timely filed filing of (i) all Covered Group Returns and (ii) any each Tax Returns Return that relate solely is required to the Generico Business (including all Income Tax Returns with respect to one or more members of the Generico Group that do not include any members of the Alpha Group). (c) From and be filed after the Distribution Date, New Alpha shall prepare and timely file or cause to be timely filed any Tax Returns Closing Date that relate solely to the Alpha Business includes (including all Income Tax Returns with respect to one or more members of the Alpha Group that do not include any members of the Generico Group). (d) All Covered Group Returns and all other Tax Returns relating to (iA) any member of the Generico Group for Taxable years Splitco Group, or periods ending on (B) any assets or before or including operations of the Distribution Date Other CCE Businesses, that, in each case, is not a TCCC Filed Tax Return and (ii) Tax Returns required to be filed for any Pre-Closing Period that is not a Straddle Period that include any member of the Alpha CCE Group that are (each, a "Splitco Filed Tax Return"); provided, however, that, except as otherwise required to be filed by Gholdco pursuant to this AgreementLaw, (w) all Splitco Filed Tax Returns shall (to the extent permitted by Applicable Laws) be prepared on a basis that is consistent with the electionsTax Materials and, methods of accounting, positions, conventions and principles of taxation and the manner in which any Tax item or other information is reported as reflected in comparable with respect to Splitco Filed Tax Returns filed before the date for Pre-Closing Periods and Straddle Periods, except as provided in Section 3.03, consistent with past practices of this AgreementCCE, provided that a different method can be used (x) if it would not materially increase Taxes TCCC shall prepare and deliver to Splitco in a manner consistent with past practices of CCE and its Subsidiaries, except as provided in Section 3.03, pro forma Tax Returns and Tax Information Packages with respect to each member of the CCE Group or portion of the North American Business included in, or reflected on, a Splitco Filed Tax Return, no later than ninety (90) days before the due date for which the Alpha Group would be responsible under this Agreement or filing of the relevant Tax Return (including any valid extensions), (y) with Splitco shall provide to TCCC no later than thirty (30) days in advance of the due date for the filing thereof (including any valid extensions), and TCCC shall have a reasonable opportunity to review and comment on, any such Splitco Filed Tax Return (or the relevant portion thereof) to the extent that (I) such Splitco Filed Tax Return includes any member of the CCE Group, or (II) TCCC is responsible for any portion of the Taxes reported on such Splitco Filed Tax Return, and (z) Splitco shall not take any position on any Splitco Filed Tax Return that includes any member of the CCE Group that (I) would reasonably be expected to result in a "listed transaction" within the meaning of Section 6707A(c)(2) of the Code or any comparable provision of state, local or foreign Tax Law, (II) would reasonably be expected to result in penalties under any applicable Tax Law, or (III) would reasonably be expected to require disclosure under Section 6664 of the Code or any comparable provision of state, local or foreign Tax Law in order to avoid penalties, all without TCCC's prior written consent of New Alpha (such consent consent, not to be unreasonably withheld, conditioned or delayed. Except as otherwise provided herein (including as provided in Sections 5.02 and 5.04). The preceding sentence , Splitco shall not apply have the exclusive right to the extent (i) otherwise contemplated file, prosecute, compromise or required by the Ruling Request or Private Letter Rulingsettle any claim for, or (ii) necessary to comply with any change refund of, taxes in Applicable Laws. Consent shall not be considered unreasonably withheld within the meaning respect of the second preceding sentence if such different method would increase Taxes a Splitco Filed Tax Return for which the Alpha Parties would be responsible under this Agreement and for which Gholdco does not compensate the Alpha Parties. Gholdco shall (A) make available to New Alpha any Tax Return it is responsible for filing pursuant to Section 2.01(a) at least 30 calendar days prior to filing, provided that New Alpha shall supply Gholdco with all information regarding any member of the Alpha Group necessary for preparing such Return at least 90 calendar days prior to the due date (taking into account any available extensions) for filing such Return, and (B) make reasonable revisions to any such Tax Return that are requested by New AlphaSplitco bears responsibility hereunder. (e) Gholdco, New Alpha, or Alpha, as the case may be, shall bear 100% of out-of-pocket costs, including accountants’ and attorneys’ fees, incurred in preparing any Tax Returns it is responsible for preparing and filing under Section 2.01.

Obligations to File Tax Returns. (a) Gholdco From and after the Distributions Time, New Xxxxxxx-Xxxxxx shall prepare and timely file or cause to be timely filed all original Income Tax Returns with respect to any member of the Alpha Xxxxx Group for any Taxable year ending on or before September 30, 2006 (including any original Income Tax Return for any Covered Group Taxes for any Taxable year ending on or before September 30, 2006), whether or not such Income Tax Return includes any member of the Generico Group that are due (after taking into account any extensions properly filed) before the Distribution DateXxxxxxx-Xxxxxx Group. (b) From and after the Distribution DateDistributions Time, Gholdco New Xxxxx shall prepare and timely file or cause to be timely filed all Covered Group Income Tax Returns for Covered Group Years which begin after September 30, 2006 that (i) all Covered Group Returns are required to be filed by New Xxxxx and (ii) any Tax Returns that relate solely to are due after the Generico Business (including all Income Tax Returns with respect to one or more members of the Generico Group that do not include any members of the Alpha Group)Distributions Date. (c) From and after the Distribution DateDistributions Time, New Alpha shall Xxxxxxx-Xxxxxx shall, in addition to the Income Tax Returns described in clause (a), prepare and timely file or cause to be timely filed any other Tax Returns that relate solely to the Alpha Business Return (including all other than any Income Tax Returns described in clause (b) or (d)) with respect to one or more members any member of the Alpha Group that do not include any members of the Generico Xxxxxxx-Xxxxxx Group). (d) From and after the Distributions Time, New Xxxxx shall, in addition to the Income Tax Returns described in clause (b), prepare and timely file or cause to be timely filed any other Tax Returns (other than an Income Tax Return described in clause (a)) with respect to any member of the Xxxxx Group. (e) All Covered Group Returns and all other Tax Returns relating to (i) any member of the Generico Xxxxx Group for Taxable years or periods ending on or before or including the Distribution Distributions Date and (ii) any member of the Alpha Group that are required to be filed by Gholdco pursuant to this Agreement, shall (to the extent permitted by Applicable Laws) be prepared on a basis consistent with the elections, methods of accounting, positions, conventions and principles of taxation and the manner in which any Tax item or other information is reported as reflected in comparable Income Tax Returns filed before the date of this Agreement, provided that a different method can be used (x) if it would not materially increase Taxes for which the Alpha Xxxxxxx-Xxxxxx Group would be responsible under this Agreement or (y) with the prior written consent of New Alpha Xxxxxxx-Xxxxxx (such consent not to be unreasonably withheld). The preceding sentence shall not apply (i) to the extent (i) otherwise contemplated or required by the Ruling Request or Private Letter Ruling, or (ii) necessary to comply with any if there has been a change in Applicable Laws. Consent shall not be considered unreasonably withheld within the meaning of the second preceding sentence if such different method would increase Taxes for which the Alpha Xxxxxxx-Xxxxxx Parties would be responsible under this Agreement and for which Gholdco New Xxxxx does not compensate the Alpha Xxxxxxx-Xxxxxx Parties. Gholdco New Xxxxxxx-Xxxxxx shall (A) make available to New Alpha Xxxxx any Tax Shared Return it is responsible for filing pursuant to Section 2.01(a) at least 30 calendar days prior to filing, provided that New Alpha Xxxxx shall supply Gholdco New Xxxxxxx-Xxxxxx with all information regarding any member of the Alpha Xxxxx Group necessary for preparing such Shared Return at least 90 60 calendar days prior to the due date (taking into account any available extensions) for filing such Shared Return, and (B) make reasonable revisions to such Shared Returns that are requested by New Xxxxx. New Xxxxx shall (A) make available to New Xxxxxxx-Xxxxxx any Shared Return it is responsible for filing at least 30 calendar days prior to filing, provided that New Xxxxxxx-Xxxxxx shall supply New Xxxxx with all information regarding any member of the Xxxxxxx-Xxxxxx Group necessary for preparing such Tax Shared Return at least 60 calendar days prior to the due date for filing such Shared Return, and (B) make reasonable revisions to such Shared Return that are requested by New AlphaXxxxxxx-Xxxxxx. (ef) Gholdco, New Alpha, Xxxxxxx-Xxxxxx or Alpha, New Xxxxx as the case may be, be shall bear 100% of out-of-pocket costs, including accountants’ and attorneys’ fees, incurred after the Distributions Date in preparing any Tax Shared Returns it is responsible for preparing and filing under Section 2.01.

Obligations to File Tax Returns. (a) Gholdco From and after the Distribution Time, Xxxxxxx-Xxxxxx shall timely file or cause to be timely filed all income Tax Returns with respect to the Spinco Group that include any Pre-Distribution Period and are filed on a consolidated, combined or unitary basis and include Spinco or any Spinco Subsidiary, on the one hand, and Xxxxxxx-Xxxxxx or any Xxxxxxx-Xxxxxx Subsidiary, on the other hand. From and after the Distribution Time, Spinco shall timely file or cause to be timely filed any other Tax Return with respect to any member of the Spinco Group. From and after the Distribution Time, subject to the terms and limitations in the Merger Agreement, at Spinco’s request and cost as provided in Section 7.22 of the Merger Agreement, Xxxxxxx-Xxxxxx shall prepare and or cause to be prepared all Tax Returns of Spinco, which have been previously prepared or caused to be prepared by Xxxxxxx-Xxxxxx on behalf of Spinco, for all Pre-Distribution Periods where such Tax Returns are due after the Distribution Date. (b) Xxxxxxx-Xxxxxx shall timely file or cause to be timely filed all Tax Returns with respect to any member of the Alpha Group or the Generico Group that are due (after taking into account any extensions properly filed) before the Distribution Date. (b) From and after the Distribution Date, Gholdco shall prepare and timely file or cause to be timely filed (i) all Covered Group Returns and (ii) any Tax Returns that relate solely to the Generico Business (including all Income Tax Returns with respect to one or more members of the Generico Group that do not include any members of the Alpha Xxxxxxx-Xxxxxx Group). (c) From and Any consolidated, combined or unitary Tax Return filed on or after the Distribution Date, New Alpha Date that includes Spinco or any Spinco Subsidiary for a Pre-Distribution Period shall prepare and timely file or cause to be timely filed any Tax Returns that relate solely to the Alpha Business (including all Income Tax Returns with respect to one or more members of the Alpha Group that do not include any members of the Generico Group). (d) All Covered Group Returns and all other Tax Returns relating to (i) any member of the Generico Group for Taxable years or periods ending on or before or including the Distribution Date and (ii) any member of the Alpha Group that are required to be filed by Gholdco pursuant to this Agreement, shall (to the extent permitted by Applicable Laws) be prepared on a basis consistent with the elections, methods of accounting, positions, conventions and principles of taxation and the manner in which any Tax item or other information is reported as reflected in comparable income Tax Returns filed before the date of this Agreement, provided that a different method can be used (x) if it would not materially increase Taxes for which the Alpha Group would be responsible under this Agreement or (y) with the prior written consent of New Alpha (such consent not to be unreasonably withheld). The preceding sentence shall not apply (i) to the extent (i) otherwise contemplated or required by the Ruling Request or Private Letter Ruling, or (ii) necessary to comply with any if there has been a change in Applicable Laws. Consent shall not be considered unreasonably withheld within the meaning of the second preceding sentence if such different method would increase Taxes for which the Alpha Parties would be responsible under this Agreement and for which Gholdco does not compensate the Alpha Parties. Gholdco Xxxxxxx-Xxxxxx shall (A) make available to New Alpha any each Tax Return it is responsible described in this Section 2.01(c) to Spinco for filing pursuant its review and approval (not to Section 2.01(abe unreasonably withheld or delayed) at least 30 calendar 15 days prior to filing, provided that New Alpha shall supply Gholdco with all information regarding any member of the Alpha Group necessary for preparing such Return at least 90 calendar days prior to the due date (taking into account any available extensions) for filing such Return, and (B) make any reasonable revisions to any such Tax Return Returns that are requested by New AlphaSpinco that affect the amount of Taxes that are allocated to Spinco or any Spinco Subsidiary. (ed) Gholdco, New Alpha, or Alpha, as Xxxxxxx-Xxxxxx agrees to comply with the case may be, shall bear 100% requirements of out-of-pocket costs, including accountants’ and attorneys’ fees, incurred in preparing any Tax Returns it is responsible for preparing and filing under Section 2.017.15(c) of the Merger Agreement.