Common use of Preparation of Tax Returns and Payment of Taxes Clause in Contracts

Preparation of Tax Returns and Payment of Taxes. (a) Triarc shall prepare (or cause to be prepared), and timely file all Tax Returns with respect to the Purchased Assets and Assumed Liabilities that are required to be filed with any Governmental Entity after the Closing Date other than Pre-Closing Income Tax Returns and shall pay (or cause to be paid) any Taxes due in respect of such Tax Returns. With respect to any such Tax Returns filed with respect to any taxable periods (or portions thereof) ending on or before the Closing Date ("PRE-CLOSING TAXABLE PERIODS"), RTMMC and the Members shall be responsible for the Pre-Closing Taxes due in respect of such Tax Returns, to the extent that the aggregate amount of Pre-Closing Taxes due in respect of all such Tax Returns exceeds the amount of Taxes that are specifically identified as current liabilities (excluding any reserve for deferred taxes established to reflect timing differences between book and Tax income) on the RTM Closing Balance Sheet, and Triarc shall, subject to Section 7.01(a), be responsible for all other Pre-Closing Taxes shown as due on such Tax Returns. Triarc shall notify the RTM Representatives of any amounts due from RTMMC and the Members in respect of any such Tax Return no later than ten Business Days prior to the date on which such Tax Return is due, and RTMMC and the Members shall remit such payment to Triarc no later than five Business Days prior to the date such Tax Return is due.

Preparation of Tax Returns and Payment of Taxes. (a) Triarc shall prepare (or cause to be prepared), and timely file all Tax Returns with respect to the Purchased Assets and Assumed Liabilities of RTMRG or any of its Subsidiaries that are required to be filed with any Governmental Entity after the Closing Date other than Pre-Closing Income Tax Returns and shall pay (or cause to be paid) any Taxes due in respect of such Tax Returns. With respect to any such Tax Returns filed with respect relating to any taxable periods (or portions thereof) ending on or before the Closing Date ("PRE-CLOSING TAXABLE PERIODS"). With respect to any such Tax Returns filed with respect to a Pre-Closing Taxable Period, RTMMC and the Members RTMRG Shareholders or the RTMRG Principal Shareholders (as the case may be) shall be responsible for the Pre-Closing Taxes due in respect of such Tax ReturnsReturns for RTMRG and its Subsidiaries ("PRE-CLOSING RTMRG RETURNS"), to the extent that the aggregate amount of Pre-Closing Taxes due in respect of all such Tax Returns exceeds the amount of Taxes that are specifically identified as current liabilities (excluding any reserve for -84- deferred taxes established to reflect timing differences between book and Tax income) on the RTM Closing Balance Sheet, and Triarc shall, subject to Section 7.01(a8.01(a), be responsible for all other Pre-Closing Taxes shown as due on such Tax Returns. Triarc shall notify the RTM Representatives of any amounts due from RTMMC and the Members RTMRG Shareholders or the RTMRG Principal Shareholders in respect of any such Tax Return no later than ten Business Days prior to the date on which such Tax Return is due, and RTMMC and the Members RTMRG Shareholders or the RTMRG Principal Shareholders shall remit such payment to Triarc no later than five Business Days prior to the date such Tax Return is due.

Preparation of Tax Returns and Payment of Taxes. (a) Triarc shall prepare (or cause to be prepared), and timely file all Tax Returns with respect to the Purchased Assets and Assumed Liabilities of RTMAC that are required to be filed with any Governmental Entity after the Closing Date other than Pre-Closing Income Tax Returns Returns, and shall pay (or cause to be paid) any Taxes due in respect of such Tax Returns. With respect to any such Tax Returns filed with respect to any taxable periods (or portions thereof) ending on or before the Closing Date ("PRE-CLOSING TAXABLE PERIODS"), RTMMC and the Members Sellers shall be responsible for the Pre-Closing Taxes due in respect of such Tax ReturnsReturns for RTMAC, to the extent that the aggregate amount of Pre-Closing Taxes due in respect of all such Tax Returns exceeds the amount of Taxes that are specifically identified as current liabilities (excluding any reserve for deferred taxes established to reflect timing differences between book and Tax income) on the RTM Closing Balance Sheet, and Triarc shall, subject to Section 7.01(a), be responsible for all other Pre-Closing Taxes shown as due on such Tax Returns. Triarc shall notify the RTM Representatives of any amounts due from RTMMC and the Members Sellers in respect of any such Tax Return no later than ten Business Days prior to the date on which such Tax Return is due, and RTMMC and the Members Sellers shall remit such payment to Triarc no later than five Business Days prior to the date such Tax Return is due.

Preparation of Tax Returns and Payment of Taxes. (a) Triarc The Buyer shall prepare (or cause to be prepared), and timely file (or cause to be filed) all Tax Returns with respect to of the Purchased Assets and Assumed Liabilities that are Company or any of its Subsidiaries required to be filed with any Governmental Entity Authority after the Closing Date other than Pre-Closing Income Tax Returns Date, and shall pay (or cause to be paid) any Taxes due in respect of such Tax Returns. With respect to any such Tax Returns filed with respect to any taxable periods (or portions thereof) ending on or before the Closing Date ("PREthe “Pre-CLOSING TAXABLE PERIODS"Closing Taxable Periods”), RTMMC and the Members Stockholders shall be responsible for the Pre-Closing Taxes due in respect of such Tax Returns, to the extent that the aggregate amount of Pre-Closing Taxes due in respect of all such Tax Returns exceeds the amount of Taxes that are specifically identified included as current liabilities Current Liabilities, paid or deposited (excluding net of any reserve for deferred taxes established to reflect timing differences between book and Tax income) Taxes that are included as Current Assets), on the RTM Closing Balance Sheet, and Triarc shall, subject to Section 7.01(a), be responsible for all other Pre-Closing Taxes shown as due on such Tax Returns. Triarc The Buyer shall notify the RTM Representatives Representative of any amounts due from RTMMC and the Members Stockholders in respect of any such Tax Return no later than ten Business Days prior to the date on which such Tax Return is due, and RTMMC and the Members Stockholders shall remit such payment to Triarc the Buyer no later than five Business Days prior to the date such Tax Return is due.

Preparation of Tax Returns and Payment of Taxes. (a) Triarc Parent shall prepare (or cause to be prepared), and timely file all Tax Returns with respect to of the Purchased Assets and Assumed Liabilities Company that are required to be filed with any Governmental Entity Authority after the Closing Date other than Pre-Closing Income Tax Returns and shall pay (or cause to be paid) any Taxes due in respect of such Tax Returns. With respect to any such Tax Returns filed with respect relating to any taxable periods (or portions thereof) ending on or before the Closing Date ("PRE“Pre-CLOSING TAXABLE PERIODS"Closing Taxable Periods”). With respect to any such Tax Returns filed with respect to a Pre-Closing Taxable Period, RTMMC and the Members Company Stockholders shall be responsible for the Pre-Closing Taxes due in respect of such Tax Returns for the Company (“Pre-Closing Company Returns”), to the extent that the aggregate amount of Pre-Closing Taxes due in respect of all such Tax Returns exceeds the amount of Taxes that are specifically identified as current liabilities (excluding any reserve for deferred taxes established to reflect timing differences between book and Tax income) on in the RTM Closing Balance SheetWorking Capital, and Triarc Parent shall, subject to Section 7.01(a6.1(a), be responsible for all other Pre-Closing Taxes shown as due on such Tax Returns. Triarc Parent shall notify the RTM Representatives Stockholder Representative of any amounts due from RTMMC and the Members Company Stockholders in respect of any such Tax Return no later than ten (10) Business Days prior to the date on which such Tax Return is due, and RTMMC and the Members Company Stockholders shall remit such payment to Triarc Parent no later than five (5) Business Days prior to the date such Tax Return is due.

Preparation of Tax Returns and Payment of Taxes. (a) Triarc Except as set forth in Section 10.5(b), the Purchaser shall prepare (or cause to be prepared), and timely file all Tax Returns with respect to of the Purchased Assets and Assumed Liabilities that are Company or any of its Subsidiaries required to be filed with any Governmental Entity Authority after the Closing Date other than Pre-Closing Income Tax Returns Date, and shall pay (or cause to be paid) any Taxes due in respect of such Tax Returns. With respect to any such Tax Returns filed with respect to any taxable periods (or portions thereof) ending on or before the Closing Date ("PRE“Pre-CLOSING TAXABLE PERIODS"), RTMMC and the Members Closing Taxable Periods”) Seller shall be responsible for the Pre-Closing Taxes due in respect of such Tax Returns, to the extent that the aggregate amount of Pre-Closing Taxes due in respect of all such Tax Returns exceeds the amount of Taxes that are specifically identified included as current liabilities (excluding any reserve for deferred taxes established to reflect timing differences between book and Tax income) Liabilities on the RTM Closing Balance Sheet, and Triarc shall, subject to Section 7.01(a), be responsible for all other Pre-Closing Taxes shown as due on such Tax ReturnsFinancial Statements. Triarc The Purchaser shall notify the RTM Representatives Seller of any amounts due from RTMMC and the Members Seller in respect of any such Tax Return no later than ten Business Days (10) business days prior to the date on which such Tax Return is due, and RTMMC and the Members Seller shall remit such payment to Triarc the Purchaser no later than five Business Days (5) business days prior to the date such Tax Return is due. Purchaser shall permit Seller to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Seller.