Preparation and Filing of Returns. (a) All Tax Returns filed after the date of this Agreement by Xxxx Foods, any Xxxx Foods Affiliate, WhiteWave, or any WhiteWave Affiliate shall (1) be prepared in a manner that is consistent with Article 4 of this Agreement and the Code, and (2) filed on a timely basis (taking into account applicable extensions) by the party responsible for such filing under Section 2.1 of this Agreement.
(b) In its sole discretion, Xxxx Foods shall have the exclusive right with respect to any Consolidated Return or Combined Return (1) to determine (A) the manner in which such Tax Return shall be prepared and filed, including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported, (B) whether any extensions may be requested, (C) the elections that will be made by any member of the Consolidated Group or applicable Combined Group, and (D) whether any amended Tax Returns should be filed, (2) to control, contest, and represent the interests of the Consolidated Group and any Combined Group in any Audit and to resolve, settle, or agree to any adjustment or deficiency proposed, asserted or assessed as a result of any Audit, (3) to file, prosecute, compromise or settle any claim for refund, and (4) to determine whether any refunds, to which the Consolidated Group or applicable Combined Group may be entitled, shall be paid by way of refund or credited against the Tax liability of the Consolidated Group or applicable Combined Group. WhiteWave, for itself and its subsidiaries, hereby irrevocably appoints Xxxx Foods as its agent and attorney-in-fact to take such action (including the execution of documents) as Xxxx Foods may deem appropriate to effect the foregoing.
Preparation and Filing of Returns. JHI shall cause EROs participating in the Program to prepare and/or collect and file with the appropriate taxing authorities federal and state income tax returns for Customers, and EROs shall be solely responsible for any liability arising out of such preparation or filing.
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...
Preparation and Filing of Returns. If one or both of the Sellers elects to sell its Membership Interests in the manner set forth in Section 4.2(k), the Sellers shall prepare, or cause to be prepared, a good faith estimate of the federal and state taxable income of the Company, as if the current taxable year of the Company ended on the close of business on the Closing Date, which good faith estimate shall be reviewed by and consented to by Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. Such good faith estimate of federal and state taxable income of the Company shall serve as the basis for determining the amount of federal and state taxable income allocable to each Seller for the period ending on the Closing Date. Sellers shall prepare and timely file or shall cause to be prepared and timely filed all federal, state, local and foreign Returns in respect of the Company, its assets, or its activities that (1) are required to be filed on or before the Closing Date or (2) are required to be filed after the Closing Date and which are with respect to Income Taxes for any tax period ending on or before the Closing Date (a “Pre-Closing Period”). Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all other Returns required to be filed by the Company for any tax period ending on or before the Closing Date and for any Straddle Period. Any such Returns that include periods ending on or before the Closing Date or that include the activities of the Company prior to the Closing Date shall, insofar as they relate to the Company, be on a basis consistent with the last previous such Returns filed in respect of the Company, unless Sellers or the Purchaser, as the case may be, concludes that there is no substantial authority for such position. Any dispute regarding the content of any Return filed pursuant to this Section 7.7 shall be resolved by the Arbitrating Accountant substantially in the manner set forth in Section 2.5 hereof. Without the prior written consent of both Sellers, neither Purchaser nor the Company shall file any amended Returns or extend the statute of limitations on assessment or collection of Tax for any periods for or in respect of the Company with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Returns pursuant to this Section 7.7(a).
Preparation and Filing of Returns. (a) All Tax Returns filed after the Effective Date by Dell, any Dell Affiliate, Spyglass, or any Spyglass Affiliate shall (i) be prepared in a manner that is consistent with this Section 2.02 and the Code, and (ii) filed on a timely basis (taking into account applicable extensions) by the party responsible for such filing under Section 2.01.
(b) In its sole discretion, Dell shall have the exclusive right with respect to any Consolidated Return or Combined Return: (i) to determine (1) the manner in which such Tax Return shall be prepared and filed, including, without limitation, the manner in which any Tax Items shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made by any member of the Consolidated Group or applicable Combined Group, and (4) whether any amended Tax Returns should be filed; (ii) to control, contest, and represent the interests of the Consolidated Group and any Combined Group in any Audit and to resolve, settle, or agree to any adjustment or deficiency proposed, asserted or assessed as a result of any Audit; (iii) to file, prosecute, compromise or settle any claim for refund; and (iv) to determine whether any refunds, to which the Consolidated Group or applicable Combined Group may be entitled, shall be paid by way of refund or credited against the Tax liability of the Consolidated Group or applicable Combined Group. At least thirty (30) days prior to the due date (taking into account any extensions) for the filing of any Consolidated Return or Combined Return for any taxable period, Dell shall provide to Spyglass a copy of the Pro Forma Spyglass Group Consolidated Return or the Pro Forma Spyglass Group Combined Return, as applicable, for such taxable period (including copies of all worksheets and other materials used in preparation thereof) for Spyglass’s review and comment. Spyglass shall provide its comments to Dell within twenty (20) days after receipt of such Pro Forma Spyglass Group Consolidated Return or Pro Forma Spyglass Group Combined Return, as applicable, and Dell and Spyglass shall attempt in good faith to resolve any dispute with respect to such returns. In the case of a dispute regarding the reporting of any Tax Item on any Spyglass Pro Forma Return or the requesting of a change of method of accounting which would solely impact Spyglass or Spyglass Affiliates, which the parties cannot resolve, Dell and Spyglass shall jointly retain a nationally recognized accounting firm that is mut...
Preparation and Filing of Returns. (a) All Tax Returns described in Section 2.1 of this Agreement shall be (1) prepared in a manner that is consistent with Section 4 of this Agreement and the Code, and (2) filed on a timely basis (taking into account applicable extensions) by the party responsible for such filing under Section 2.1 of this Agreement.
Preparation and Filing of Returns. Block Services shall prepare and file Federal, state and local income tax returns (collectively, the "Returns") for RAL Customers and shall be solely responsible for any liability to the Taxpayer, the Internal Revenue Service ("IRS") and other taxing authorities arising out of its preparation and filing of such Returns. For purposes of this Agreement, in connection with any RACs based on income tax refunds from state taxing authorities, Block Services shall complete any processing and necessary forms to enable the Electronic Filing of such state Returns, where available.
Preparation and Filing of Returns. (a) All Tax Returns filed after the Effective Date by Dell, any Dell Affiliate, Spyglass, or any Spyglass Affiliate shall (i) be prepared in a manner that is consistent with this Section 2.02 and the Code, and (ii) filed on a timely basis (taking into account applicable extensions) by the party responsible for such filing under Section 2.01.
(b) In its sole discretion, Dell shall have the exclusive right with respect to any Consolidated Return or Combined Return: (i) to determine (1) the manner in which such Tax Return shall be prepared and filed, including, without limitation, the manner in which any Tax Items shall be reported,
Preparation and Filing of Returns. After the Closing, for any taxable period of the Company that begins on or before the Closing Date, the Parent shall timely prepare and file with the appropriate taxing authority, all Returns required to be filed by the Company, which returns shall be prepared in a manner consistent with past practice. As long as there is a positive balance in the Escrow Fund, not less than forty-five (45) days prior to the due date of such Returns, the Parent will provide the Stockholders’ Representative with a draft form of the Return (the “Draft Return”). The Stockholders’ Representative will have the right to review the Draft Return and any working papers relating to its preparation and to suggest changes to such Draft Return no later than twenty-five (25) days prior to the due date of such Return. The Parent shall incorporate any changes suggested by the Stockholders’ Representative except for changes for which Parent provides written notification to Stockholders’ Representative, no later than fifteen (15) days prior to the due date of such Returns, that it disagrees with the changes suggested by the Stockholders’ Representative (“Disagreed Changes”). Parent and Stockholders’ Representative shall attempt to resolve the Disagreed Changes in good faith, but to the extent they are unable to reach a resolution, such matter shall be resolved by a mutually agreed upon independent third-party accountant. Such third-party accountant shall base it determination, to the extent possible, on the past practices of the Company. The costs of such accountant shall be split equally by the parties.
Preparation and Filing of Returns. (i) The Company shall duly, accurately and timely (with regard to any duly granted extension), file or cause to be filed all Returns required to be filed on behalf of the Company or any Subsidiary for all taxable periods that end on or before the Funding and Consummation Date.
(ii) QSI shall duly, accurately and timely (with regard to any duly granted extension) file or cause to be filed all Returns required to be filed on behalf of the Company or any Subsidiary for all taxable periods ending after the Funding and Consummation Date.
(iii) Each party hereto shall, and shall cause its subsidiaries and affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns.
(iv) Each of the Company, QSI and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a transfer to a controlled corporation under Section 351(a) of the Code.
