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.
(b) Except to the extent described in Section 6.01(a) and Section 6.01(c), Buyer shall prepare and timely file, or cause to be prepared and timely filed, any Tax Return required to be filed in respect of the Transferred Entities for a Pre-Closing Tax Period or for a Tax period beginning on or prior to the Deferred Closing Date and ending after the Deferred Closing Da...
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.
(b) Buyer will prepare and file all Tax Returns required to be filed for any Post-Closing Period and any Straddle Period (or portion thereof) for which Seller is not required to file a Tax Return pursuant to Section 7.2(a) with respect to the Business and the Purchased Assets.
(c) In the event that either Seller or Buyer is liable pursuant to Section 7.1 for any Taxes paid by the other Party with respect to any Tax Return, reimbursement shall be made within ten (10) days after receipt of a request for such reimbursement and documentation reasonably evidencing such payment obligation.
(d) For the avoidance of doubt, Seller and Buyer are each responsible for the preparation and filing of their own Income Tax Returns and payment of Income Taxes required to be paid for periods covered by such Income Tax Returns.
Tax Return Filing. (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.
(ii) CS shall provide DPS with a copy of any completed DPS Transition Return at least 30 days prior to the due date (including any extensions) for the filing of such DPS Transition Return, in the case of a Pre-Demerger Period, and at least 45 days prior to the due date (including any extensions) for the filing of such DPS Transition Return, in the case of a Straddle Period. DPS shall have the right to review, comment on and propose amending any items set forth on such DPS Transition Return except to the extent relating to a Confectionery Entity or Confectionery Transaction or other transaction or item that is the subject of a previously issued opinion (or substantially equivalent written advice) described in Section 3(d); provided that DPS will notify CS in writing of any proposed changes to such DPS Transit...
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. 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.
2.2 Subject to section 2.3, GE has the right to cause the Company to claim less than the maximum allowable deduction in respect of reserves (the “Under-Reserve”) in its 2004 Canadian Tax Returns. The Under-Reserve shall not exceed the amount that will generate an excess of CAD $72,000,000 of Canadian federal and provincial income tax over the Canadian federal and provincial income tax the Company would pay absent the Under-Reserve. GE shall notify the Company and Genworth of its decision to exercise its right sufficiently in advance of the time the Company is required to deliver the draft Tax Return.
a) In order for GE to be able to assert its right under section 2.2 the Company must reasonably determine that after having paid the Taxes resulting from the Under-Reserve, the Company will be able to comply with the Insurance Companies Act and have adequate regulatory capital to carry on its business in a manner consistent with applicable regulatory guidelines, overall prudence based on the in force business, the Company’s reasonable growth expectations, volatility in the investment portfolio, and capital efficiency.
b) If the Company reasonably determines that it cannot pay the Taxes resulting from the Under-Reserve and meet the obligations in a), then before GE can exercise its rights in section 2.2, the Company and Genworth shall consult and agree on a method for Genworth to supply the required additional regulatory capital to the Company or for the Company to otherwise satisfy the obligations in a) in sufficient time to facilitate timely payment of such Taxes and filing of Tax Returns.
c) If Genworth reasonably determines that it does not have sufficient liquidity to supply the additional regulatory capital required in b), then GE shall lend or otherwise provide to Genworth an amount up to the required additional regulatory capital without interest or other cost to Genworth, but no more than is required for Genworth to maintain sufficient liquidity after...
Tax Return Filing. The Company shall cause to be prepared and timely filed all Tax Returns required to be filed by the Company or any 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. (a) The Shareholders 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 date of the Closing 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 date of the Closing; provided that the Shareholders shall submit drafts of all such Tax Returns that are related to Taxes based on the income of the Company to Buyer no later than 30 days prior to the due date of such Tax Return, for Buyer's review and comment.
(b) The Company will prepare and timely file any Tax Returns due to be filed by the Company after the date of the Closing but relating to periods of time prior to the date of the Closing.
(c) The Buyer will, or will cause the Company to prepare and timely file all Tax Returns with respect to the Company that relate to the Straddle Period and are required to be filed after the date of the Closing.
(d) The Shareholders will take whatever action is necessary to maintain the S status of the Company for federal purposes and for the purposes of each state listed in Schedule 2.12 as a state in which the Company is treated as an S corporation, through the date that is one day prior to Closing.
(e) The Shareholders will not cause the Company to make any additional federal tax elections under the Code with respect to the Company for any tax period ending after the date of the Closing.
Tax Return Filing. The Buyer shall cause the Company to prepare all of the Company's Tax Returns for each Tax period that ends on or before the Closing Date or is a Straddle Period. All such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law. The Buyer shall cause the Company to file such income Tax Returns for all other periods; provided, however, the Company shall provide the Representative with (i) a copy of such Tax Return and a statement setting forth the amount of the Tax shown on such Tax Return that is allocable to Seller pursuant to this Section 10.04 at least 15 Business Days prior to the due date of such Tax Return and (ii) an opportunity to provide comments on, or suggestions for changes to, such Tax Return, which the Buyer shall not unreasonably disregard. Representative shall pay to the Company the amount shown on such statement (as modified, if at all, in response to Representative's comments and suggestions) at least two (2) Business Days prior to the date such Tax Return is due.
Tax Return Filing. (a) The Company and the Shareholders shall cause the Company and each of the Subsidiaries 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 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.
(b) The Surviving Corporation will prepare any Tax Returns due to be filed by the Company after the Closing Date but relating to periods of time prior to the Closing Date, with the understanding that such Tax Returns will be subject to the approval of the Parent and the Sellers' Representative prior to filing.
(c) The Shareholders will take whatever action is necessary to maintain the S status of the Company for federal purposes and for the purposes of the states listed in Section 3.1(Q)(xiv) above through the Closing Date, including as a result of the Election.
(d) Except in connection with the Election, the Shareholders will not cause the Company to make any additional federal tax elections under the Code with respect to the Company for any tax period ending after the Closing Date.
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.
