Tax Return Filing. (a) Sellers shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns required to be filed in respect of the Transferred Entities that are required to be filed on or before the Relevant Closing Date (as applicable to each Transferred Entity). Sellers shall pay, or cause to be paid, all Taxes of the Transferred Entities due with respect to Tax Returns required to be filed on or before the Principal Closing Date where such Taxes are required by applicable Law to be paid on or before the Principal Closing Date. The Sellers are required to pay or to procure that the Transferred Entities shall pay all Taxes due with respect to Tax Returns of the Deferred Business Transferred Entities that are required to be filed after the Principal Closing Date and on or before a Deferred Closing Date where such Taxes are required by applicable Law, in force at the Principal Closing Date, to be paid on or before the Deferred Closing Date. All Tax Returns required to be prepared by Sellers pursuant to this Section 6.01(a) shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Entities, as applicable, with respect to such items and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Principal Closing Date or accelerating deductions to periods ending on or before the Principal Closing Date), except as required by applicable Law or as expressly contemplated by this Agreement. At least twenty (20) days prior to filing any Tax Return required to be filed after the Principal Closing Date and on or before a Deferred Closing Date, Sellers shall submit a draft of such Tax Return to Buyer for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer provided no later than ten (10) days prior to filing any such Tax Return.
Tax Return Filing. (a) Seller will prepare and file all Tax Returns required to be filed for any Pre-Closing Period with respect to the Business and the Purchased Assets, including such Tax Returns that are required to be filed after the Closing Date. Seller will properly prepare and file such Tax Returns no later than the due dates thereof, as such dates may be extended, in accordance with past practice to the extent permitted by applicable Law. Seller will pay all Taxes and other payments required to be paid for periods covered by such Tax Returns at the time such Tax Returns are filed.
Tax Return Filing. (a) (i) For Pre-Demerger Periods, to the extent the Income Tax Returns have not been filed on or before the Demerger Date, and, to the extent provided in this Section 3(a)(i), for Straddle Periods, CS shall prepare or cause to be prepared and shall deliver to DPS for timely filing and DPS shall timely file (or review if a member of the Cadbury Group is permitted under applicable Tax law to file the relevant Income Tax Return) the following Income Tax Returns for the DPS Group and its members: (A) U.S. federal, state and local Income Tax Returns (separate and consolidated, combined, unitary or other group Income Tax Returns) other than for Straddle Periods, and (B) all other non-U.S. Income Tax Returns for the DPS Group (including the Netherlands) except for Income Tax Returns of any subsidiary organized in Mexico of Bebidas Americas Investments B.V., a Dutch entity (“BAI BV”) and Canadian federal and provincial Income Tax Returns for CDMI (collectively, those Income Tax Returns prepared by CS are referred to as “DPS Transition Returns”). For the avoidance of doubt, the preparation of any consolidated, combined, unitary or other group Tax Return of the Cadbury Group that includes or reflects a Beverage Entity as a member shall be governed by Section 3(c). Any and all out-of-pocket expenses incurred in preparing a DPS Transition Return for a Pre-Demerger Period shall be for the account of CS. Any and all out-of-pocket expenses incurred by CS in preparing a DPS Transition Return for a Straddle Period shall be for the account of DPS and DPS shall reimburse CS within 45 days of DPS’ receipt of a written invoice from CS setting forth the amount of such expenses.
Tax Return Filing. (a) After the Closing, Buyer shall prepare or cause to be prepared all Pass-Through Income Tax Returns of the Group Companies for periods ending on or before the Closing Date and the due date of which (taking into account extensions of time to file) is after the Closing Date, but only to the extent not filed prior to the Closing Date (the "Pre-Closing Buyer Returns"). Buyer shall submit each such Pre-Closing Buyer Return, along with all workpapers, to the Representative at least 30 days prior to the due date (taking into account any extensions) for the Representative's review and approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided that, if Buyer and the Representative are not able to resolve any comments of the Representative with respect to any such Pre-Closing Buyer Return, then such items of disagreement shall be promptly submitted to and resolved by the Firm in accordance with standards for preparation of such Tax Returns set forth in this ARTICLE IX, including Section 9.01(c); provided, further, that, notwithstanding the forgoing proviso, if a Pre-Closing Buyer Return has to be filed prior to the resolution by the Firm, such Pre-Closing Buyer Return shall be filed as prepared by Buyer (and subject to any comments from the Representative to which Buyer agrees) and then, to the extent necessary upon resolution of such matter by the Firm, such Pre-Closing Buyer Return shall be amended and refiled consistent with such resolution by the Firm. The Representative and Buyer shall cooperate to timely file the Pre-Closing Buyer Returns but, for the avoidance of doubt, Buyer shall sign and file any Pre-Closing Buyer Return.
Tax Return Filing. 2.1 The Company shall be responsible for preparing and filing of the Company’s Tax Return for the taxation year of the Company ended December 31, 2004 (the “2004 Return”). The 2004 Return will be subject to review, adjustment and approval by GE, which approval may not be unreasonably withheld. The Company shall prepare a draft 2004 Return in sufficient time to enable GE to review the draft 2004 Return and resolve any outstanding issues, so that the final 2004 Return may be filed on or before its due date.
Tax Return Filing. The Sellers’ Representative shall timely prepare and file or cause to be prepared and filed all Returns of the Company and each of its Subsidiaries for all Tax periods ending on or before the Closing Date where such Returns are due on or before the Closing Date. Buyer or the Company shall, at the cost of the Company, file or cause to be prepared and filed all Returns of the Company and each of its Subsidiaries for all Tax periods beginning on or before the Closing Date where such Returns are due after the Closing Date. Prior to the filing of any such Return, Buyer shall (i) obtain the written consent of Sellers’ Representative (such consent not to be unreasonably withheld) and (ii) provide the Sellers with a substantially final draft of such Return. Buyer shall not file or cause to be filed, any amended Return for the Company for any Pre-Closing Tax Period without the consent of Sellers’ Representative, which shall not be unreasonably withheld.
Tax Return Filing. The Sellers shall cause the Company and each of the Subsidiaries to prepare, in a manner consistent with past practices, and timely file all Tax Returns required to be filed by the Company and each of the Subsidiaries, the due date of which (without extensions) occurs on or before the Closing Date and pay all Taxes due with respect to any such Tax Returns.
Tax Return Filing. (a) The Sellers shall cause the Company to prepare, in a manner consistent with past practices, and timely file (including extensions of time to file) all Tax Returns required to be filed by the Company, the due date of which (without extensions) occurs on or before the Closing Date and pay (i) all Taxes due with respect to any such Tax Returns, and (ii) all other Taxes due or claimed to be due from or with respect to the Company on or before the Closing Date.
Tax Return Filing. The Company shall cause to be prepared and timely filed all Tax Returns required to be filed by the Company and each Company Subsidiary on or prior to the Closing Date (the “Company Pre-Closing Returns”). The Company Pre-Closing Returns shall be prepared, where relevant, in a manner consistent with the Company’s past practices except as otherwise required by applicable law. The Company shall allow Parent the opportunity to review and comment on the Company Pre-Closing Returns to be filed after the date hereof for a reasonable period prior to the intended filing date, provided that nothing hereunder shall limit the Company’s right to cause such Tax Returns to be filed on a timely basis. The Company shall cause to be timely paid and shall be responsible for all Taxes due on or prior to the Closing Date with respect to Company Pre-Closing Returns.
Tax Return Filing. Seller shall prepare, and with Buyer’s cooperation, timely file all Tax Returns (relating to real and personal property Taxes and other Taxes which are not based on income, profit, or gains) with respect to the Acquired Assets for all taxable periods ending at or prior to the Closing for which Tax Returns have not been filed as of the Closing Date. Such Tax Returns shall be prepared and filed in a manner consistent with past practice, unless a contrary treatment is required by an intervening change in the applicable Law. Seller shall pay and discharge all Taxes shown to be due on such Tax Returns before the same shall become delinquent and before penalties accrue thereon.
