Common use of Preparation and Filing of Returns Clause in Contracts

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. (a) All Tax Returns filed after the date of this Agreement by Xxxx FoodsXxxxxx, any Xxxx Foods Xxxxxx Affiliate, WhiteWaveXxxxxxx, or any WhiteWave Xxxxxxx Affiliate shall (1) be prepared in a manner that is consistent with Article 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. (b) In its sole discretion, Xxxx Foods Xxxxxx shall have the exclusive right with respect to any Consolidated Return or Combined Return (1a) to determine (A1) 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, (B2) whether any extensions may be requested, (C3) the elections that will be made by any member of the Consolidated Group or applicable Combined Group, and (D4) whether any amended Tax Returns should be filed, (2b) 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, (3c) to file, prosecute, compromise or settle any claim for refund, and (4d) 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. WhiteWaveXxxxxxx, for itself and its subsidiaries, hereby irrevocably appoints Xxxx Foods Xxxxxx as its agent and attorney-in-fact to take such action (including the execution of documents) as Xxxx Foods may deem Xxxxxx xxx xxxx appropriate to effect the foregoing.

Preparation and Filing of Returns. (a) All Tax Returns filed after the date of this Agreement October 25, 2012 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 Subject to Sections 2.2(c) and (d) of this Agreement, 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. (c) Unless otherwise required by law or determined in good faith by Xxxx Foods, any Consolidated Return or Combined Return to the extent it relates to the WhiteWave Business shall be filed in a manner consistent with past practice and on a basis consistent with the last previous similar Consolidated Return or Combined Return and to the extent items are not covered by past practice in accordance with generally accepted Tax accounting practices. If Xxxx Foods determines that a Consolidated Return or Combined Return to the extent it relates to the WhiteWave Business shall be filed in a manner inconsistent with past practice, it shall so notify WhiteWave prior to the filing of such return. Xxxx Foods shall provide WhiteWave with a copy of each proposed Consolidated Return or Combined Return to the extent it relates to the WhiteWave Business for review and comment at least 15 business days prior to the filing of a Consolidated Return or a Combined Return. Xxxx Foods shall consider in good faith any comments with respect to a return received from WhiteWave prior to filing the applicable return, and Xxxx Foods and WhiteWave shall attempt in good faith to resolve any dispute arising out of the review of a return prior to filing the applicable return. If such dispute is not resolved prior to the due date for filing such return, then Xxxx Foods shall file such return in the manner it determines appropriate. (d) WhiteWave shall be entitled to participate at its expense in any Audit that is reasonably likely to result in WhiteWave being liable to Xxxx Foods for a Redetermination Amount pursuant to Section 3.9 or Section 4.3(b)(3) of this Agreement. Xxxx Foods shall notify WhiteWave of the commencement of any such Audit within 30 business days; provided, however, that WhiteWave shall not be relieved of any obligation to make payments under this Agreement if Xxxx Foods fails to timely deliver such notice except to the extent that WhiteWave is actually prejudiced thereby. Xxxx Foods shall not settle or agree to any adjustment or deficiency proposed, asserted or assessed as a result of any such Audit for which WhiteWave would be liable under Section 3.9 or 4.3(b)(3) of this Agreement without obtaining the prior written consent of WhiteWave, such consent not to be unreasonably withheld, conditioned or delayed. If WhiteWave does not respond to Xxxx Foods’ request for consent within 30 business days, WhiteWave shall be deemed to consent.

Preparation and Filing of Returns. (a) All Tax Returns filed after the date described in Section 2.1 of this Agreement by Xxxx Foods, any Xxxx Foods Affiliate, WhiteWave, or any WhiteWave Affiliate shall be (1) be prepared in a manner that is consistent with Article 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. (b) In Subject to Section 2.2(a) of this Agreement, Xxxxxx, in its sole discretion, Xxxx Foods shall have the exclusive right with respect to any Consolidated Return or Combined Return (1a) to determine (A1) 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, (B2) whether any extensions may be requested, (C3) the elections that will be made by any member of the Consolidated Group or applicable Combined Group, and (D4) whether any amended Tax Returns should be filed, (2b) 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, (3c) to file, prosecute, compromise or settle any claim for refund, and (4d) 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. WhiteWaveSpinco, for itself and its subsidiaries, hereby irrevocably appoints Xxxx Foods Xxxxxx as its agent and attorney-in-fact to take such action (including the execution of documents) as Xxxx Foods may deem Xxxxxx xxx xxxx appropriate to effect the foregoing.