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Common use of Tax Return Preparation and Filing Clause in Contracts

Tax Return Preparation and Filing. (a) From and after the Closing Date, Weyerhaeuser shall (i) prepare and file, or cause to be prepared and filed, all Joint Returns, (ii) subject to Section 3.01(d), prepare and file all WRECO Separate Returns and any related documents or statements required (or permitted) to be filed by any WRECO Group member for any taxable period ending on or prior to the date of the Transaction Agreement and (iii) pay, or cause to be paid, all Taxes shown to be due and payable on such Tax Returns. Parent shall pay Weyerhaeuser for any Taxes shown as due on any Tax Return filed under this Section 3.01(a) for which it has an indemnity obligation under Section 2.01(b) at least two days prior to the filing deadline for Tax Return (including any applicable extensions). (b) From and after the Closing Date, Parent shall (i) subject to Section 3.01(d), prepare and file, or cause to be prepared and filed, all WRECO Separate Returns for any Straddle Period, (ii) prepare and file, or cause to be prepared and filed, all WRECO Separate Returns and any related documents or statements required (or permitted) to be filed by any WRECO Group member for any Post-Distribution Period, (iii) prepare and file, or cause to be prepared and filed, all Transfer Tax Returns and (iv) pay, or cause to be paid, all Taxes shown to be due and payable on the Tax Returns described in clauses (i), (ii) and (iii). Weyerhaeuser shall pay Parent for any Taxes shown as due on any Tax Return filed under this Section 3.01(b) for which it has an indemnity obligation under Section 2.01(a) at least two days prior to the filing deadline for Tax Return (including any applicable extensions). (c) Except as provided in Section 3.02 and with respect to Tax Returns subject to Section 3.01(d), the party required to prepare a return pursuant to Section 3.01(a) or Section 3.01(b) shall determine, with respect to such return: (i) the manner in which such Tax Return shall be prepared and filed, including the manner in which any item of income, gain, loss, deduction or credit shall be reported thereon and the allocation of items, (ii) whether any extensions of time to file any such Tax Return will be requested or any amended Tax Return will be filed and (iii) the elections that will be made on any such Tax Return. In the absence of a change in Law or circumstances requiring the contrary, any Joint Return relating to a member of the WRECO Group and any WRECO Separate Return for a period ending on or before the Distribution Date shall be prepared, where applicable, on a basis consistent with the WRECO Group’s elections, accounting methods, conventions and principles of taxation used for the most recent Tax periods for which Tax Returns of the WRECO Group involving similar matters have been filed. (d) The party that is required to prepare a WRECO Separate Return pursuant to Section 3.01(a)(ii) or Section 3.01(b)(i) shall submit to the other party a draft of any such WRECO Separate Return required to be filed after the Closing Date at least, in the case of income Tax Returns, 30 days prior to the due date (taking into account any applicable extensions) for filing such Tax Return. The non-preparing party shall be deemed to have agreed to the applicable income Tax Return, as prepared by the preparing party, unless the non-preparing party delivers a Penalty Objection to the preparing party within 10 days of delivery of such income Tax Return. If the non-preparing party delivers to the preparing party a timely Penalty Objection with respect to income Tax Returns, the parties shall negotiate in good faith to resolve all disputed issues. If the parties are unable to resolve all disputed issues within the following 10-day period, they shall submit the remaining disputed issues to the Tax Advisor for resolution at least five days prior to the due date for filing the applicable income Tax Return (including extensions). The preparing party’s return positions with respect to the disputed issues shall be upheld except for any such positions that the Tax Advisor concludes do not satisfy the Applicable Penalty Standard. The non-preparing party shall be liable for all fees and expenses of the Tax Advisor incurred under this Section 3.01(d); provided, however, that the preparing party shall be liable for all such fees and expenses incurred with respect to any Tax Return for which the Tax Advisor concludes a preparing party return position did not satisfy the Applicable Penalty Standard. In the case of Tax Returns that are not Income Tax Returns (including Business and Occupations Tax Returns for the State of Washington) (“Non-Income Tax Returns”) the preparing party will deliver drafts of such Non-Income Tax Returns at least two days prior to the date on which such Non-Income Tax Returns are required to be filed. (e) Parent shall not cause or permit any WRECO Group member to file any amended Tax Return with respect to a Joint Return or a WRECO Separate Return for any Pre-Transaction Agreement Period. (f) Except as required by any Transaction Document, Parent shall not cause or permit any WRECO Group member to take any action on the Closing Date other than in the ordinary course of business, including the sale of any assets, distribution of any dividend or making of any Tax election.

Appears in 3 contracts

Samples: Tax Sharing Agreement (TRI Pointe Homes, Inc.), Tax Sharing Agreement (TRI Pointe Homes, Inc.), Tax Sharing Agreement (Weyerhaeuser Co)

Tax Return Preparation and Filing. (a) From and after the Closing Date, Weyerhaeuser shall Parent will (i) prepare and file, or will cause to be prepared and filed, all Joint Returns, and (ii) subject to Section 3.01(d3.01(b), prepare and file all WRECO Galleria Separate Returns and any related documents or statements required (or permitted) to be filed by any WRECO Galleria Tax Group member for any taxable period ending on or prior to the date of the Transaction Agreement a Pre-Closing Tax Period, and (iii) will pay, or will cause to be paid, all Taxes shown to be due and payable on such Tax Returns, other than any Galleria Group Taxes. Parent shall pay Weyerhaeuser for any Taxes shown as due on any Tax Return filed under this Section 3.01(a) for which it has an indemnity obligation under Section 2.01(b) at least two days prior to the filing deadline for Tax Return (including any applicable extensions). (b) From and after the Closing Date, Parent shall (i) subject to Section 3.01(d), Acquiror will prepare and file, or will cause to be prepared and filed, all WRECO Separate Returns for any Straddle Period, (ii) prepare and file, or cause subject to be prepared and filedSection 3.01(b), all WRECO Galleria Separate Returns and any related documents or statements required (or permitted) to be filed by any WRECO Galleria Tax Group member for any Post-Distribution a Straddle Period, (iii) prepare and file, or cause to be prepared and filed, all Transfer Tax Returns and (iv) will pay, or will cause to be paid, all Taxes shown to be due and payable on the such Tax Returns described in clauses (i)Returns, (ii) and (iii)other than any Parent Group Taxes. Weyerhaeuser shall pay Parent for any Taxes shown as due on any Tax Return filed under this Section 3.01(b) for which it has an indemnity obligation under Section 2.01(a) at least two days prior to the filing deadline for Tax Return (including any applicable extensions). (c) Except as provided in Section 3.02 and with respect to Tax Returns subject to Section 3.01(d2.01(f), Section 3.01(b), Section 3.01(c) or Section 3.02, the party Party required to prepare a return pursuant to Section 3.01(a) or Section 3.01(b) shall Tax Return will determine, with respect to such return: (i) the manner in which such Tax Return shall will be prepared and filed, including the manner in which any item of income, gain, loss, deduction or credit shall will be reported thereon and the allocation of items, (ii) whether any extensions of time to file any such Tax Return will be requested or any amended Tax Return will be filed filed, and (iii) the elections that will be made on any such Tax Return. In ; provided, however, that, in the absence of a change in Law or circumstances requiring the contrary, Galleria Separate Returns and the portion of any Joint Return relating to a member of the WRECO Galleria Tax Group and any WRECO Separate Return for a period ending on or before the Distribution Date shall be prepared, where applicable, on a basis consistent with the WRECO Galleria Tax Group’s elections, accounting methods, conventions and principles of taxation used for the most recent Tax periods for which Tax Returns of the WRECO Galleria Tax Group involving similar matters have been filed. Notwithstanding the prior sentence, if any member of the Galleria Tax Group has not previously filed a Tax Return as of the Closing Date, Parent will, upon Acquiror’s reasonable written request, make Tax elections and adopt Tax accounting methods on an applicable Galleria Separate Return filed after the Closing Date as reasonably specified by Acquiror in writing; provided, however, that any incremental Tax liabilities resulting from any such Tax elections and/or Tax method adoptions will constitute Galleria Group Taxes which are the responsibility of the Acquiror Tax Group pursuant to Section 2.01(b), determined on a “with and without” basis by reference to the Taxes that the Parent Tax Group would have paid but for accepting Acquiror’s requested Tax elections and/or Tax accounting methods under this Section 3.01(a). (db) The party Party that is required to prepare a WRECO Galleria Separate Return pursuant to Section 3.01(a)(ii) or Section 3.01(b)(i) shall will submit to the other party Party a draft of any such WRECO Galleria Separate Return required to be filed after the Closing Date at least, in the case of income Tax Returns, least 30 days prior to the due date (taking into account any applicable extensions) for filing such Tax Return. The non-preparing party shall will be deemed to have agreed to the applicable income Tax Return, as prepared by the preparing party, unless the non-preparing party delivers a Penalty Objection to the preparing party within 10 days of delivery of such income Tax Return. If the non-preparing party delivers to the preparing party a timely Penalty Objection with respect to income Tax ReturnsObjection, the parties shall Parties will negotiate in good faith to resolve all disputed issues. If the parties Parties are unable to resolve all disputed issues within the following 10-day period, they shall the Parties will submit the remaining disputed issues to the Tax Advisor Arbiter for resolution at least five 5 days prior to the due date for filing the applicable income Tax Return (including extensions). The preparing party’s return positions with respect to the disputed issues shall will be upheld except for any such positions that the Tax Advisor Arbiter concludes do not satisfy the Applicable Penalty Standard. The non-preparing party shall be liable for all fees and expenses of the Tax Advisor incurred under this Section 3.01(d); provided, however, that the preparing party shall be liable for all such fees and expenses incurred with respect to any Tax Return for which the Tax Advisor concludes a preparing party return position did not satisfy the Applicable Penalty Standard. In the case of Tax Returns that are not Income Tax Returns (including Business and Occupations Tax Returns for the State of Washington) (“Non-Income Tax Returns”) the preparing party will deliver drafts of such Non-Income Tax Returns at least two days prior to the date on which such Non-Income Tax Returns are required to be filed. (ec) Parent shall Acquiror will not cause or permit any WRECO Galleria Tax Group member to file any amended Tax Return (other than any amendment to effect a carryback of a post-Closing Tax Attribute, which carryback the relevant Galleria Tax Group member is not permitted under applicable Law to elect to forego) or agree to extend the statute of limitation with respect to a Joint Return Pre-Closing Tax Period or a WRECO Separate Return for any Pre-Transaction Agreement Straddle Period, in each case, without the prior written consent of Parent, which consent may be withheld in Parent’s sole discretion. (fd) Except as required by any Transaction Document, Parent shall Acquiror will not, and will not cause or permit any WRECO Galleria Tax Group member to to, take any action on the Closing Date other than in the ordinary course of business, including the sale of any assets, distribution of any dividend money or other property (other than the Recapitalization Amount, which for the avoidance of doubt will occur before the Distribution) or making of any Tax election.

Appears in 2 contracts

Samples: Tax Matters Agreement (Coty Inc.), Tax Matters Agreement (Galleria Co.)

Tax Return Preparation and Filing. (a) From and after the Closing DateSubject to Section 3.03, Weyerhaeuser Parent shall (i) prepare and file, or shall cause to be prepared and filed, all Joint Returns, (ii) subject to Section 3.01(d), prepare and file all WRECO Separate Returns and any related documents or statements required (or permitted) to be filed by under applicable Tax law after the date hereof (including any WRECO Group member Joint Returns required to be filed for any the taxable period ending on or prior to in which the date of the Transaction Agreement Transactions occur), and (iii) shall pay, or cause to be paid, all Taxes shown to be due and payable on such Tax Joint Returns. Parent shall pay Weyerhaeuser for any Taxes shown as due on any Tax Return filed under this Section 3.01(a) for which it has an indemnity obligation under Section 2.01(b) at least two days prior to the filing deadline for Tax Return (including any applicable extensions). (b) From and after the Closing Date, Parent ; provided that Prothena shall (i) subject provide Parent, within 15 days of its request, with all information requested by Parent for purposes of calculating the Prothena Group’s items of income, gain, loss, deduction or expense to be reported on any such Joint Return, and (ii) pay to Parent the Prothena Group’s share, if any, of any Tax liability reported on such Joint Return, within five days of Parent’s delivery of a reasonably detailed calculation of such Tax liability, which calculation shall be made by the Parent Group in accordance with its past practices. Subject to Section 3.01(d)3.02, Prothena shall prepare and file, or shall cause to be prepared and filed, all WRECO Prothena Separate Returns for any Straddle Period, (ii) prepare and file, or cause to be prepared and filed, all WRECO Separate Returns and any related documents or statements required (or permitted) to be filed by any WRECO Group member for any Post-Distribution Periodunder applicable Tax law after the date hereof, (iii) prepare and file, or cause to be prepared and filed, all Transfer Tax Returns and (iv) shall pay, or cause to be paid, all Taxes shown to be due and payable on the Tax Returns described in clauses (i), (ii) and (iii). Weyerhaeuser shall pay Parent for any Taxes shown as due on any Tax Return filed under this Section 3.01(b) for which it has an indemnity obligation under Section 2.01(a) at least two days prior to the filing deadline for Tax Return (including any applicable extensions)such Prothena Separate Returns. (c) Except as provided in Section 3.02 and with respect to Tax Returns subject to Section 3.01(d), the party required to prepare a return pursuant to Section 3.01(a) or Section 3.01(b) shall determine, with respect to such return: (i) the manner in which such Tax Return shall be prepared and filed, including the manner in which any item of income, gain, loss, deduction or credit shall be reported thereon and the allocation of items, (ii) whether any extensions of time to file any such Tax Return will be requested or any amended Tax Return will be filed and (iii) the elections that will be made on any such Tax Return. In the absence of a change in Law or circumstances requiring the contrary, any Joint Return relating to a member of the WRECO Group and any WRECO Separate Return for a period ending on or before the Distribution Date shall be prepared, where applicable, on a basis consistent with the WRECO Group’s elections, accounting methods, conventions and principles of taxation used for the most recent Tax periods for which Tax Returns of the WRECO Group involving similar matters have been filed. (d) The party that is required to prepare a WRECO Separate Return pursuant to Section 3.01(a)(ii) or Section 3.01(b)(i) shall submit to the other party a draft of any such WRECO Separate Return required to be filed after the Closing Date at least, in the case of income Tax Returns, 30 days prior to the due date (taking into account any applicable extensions) for filing such Tax Return. The non-preparing party shall be deemed to have agreed to the applicable income Tax Return, as prepared by the preparing party, unless the non-preparing party delivers a Penalty Objection to the preparing party within 10 days of delivery of such income Tax Return. If the non-preparing party delivers to the preparing party a timely Penalty Objection with respect to income Tax Returns, the parties shall negotiate in good faith to resolve all disputed issues. If the parties are unable to resolve all disputed issues within the following 10-day period, they shall submit the remaining disputed issues to the Tax Advisor for resolution at least five days prior to the due date for filing the applicable income Tax Return (including extensions). The preparing party’s return positions with respect to the disputed issues shall be upheld except for any such positions that the Tax Advisor concludes do not satisfy the Applicable Penalty Standard. The non-preparing party shall be liable for all fees and expenses of the Tax Advisor incurred under this Section 3.01(d); provided, however, that the preparing party shall be liable for all such fees and expenses incurred with respect to any Tax Return for which the Tax Advisor concludes a preparing party return position did not satisfy the Applicable Penalty Standard. In the case of Tax Returns that are not Income Tax Returns (including Business and Occupations Tax Returns for the State of Washington) (“Non-Income Tax Returns”) the preparing party will deliver drafts of such Non-Income Tax Returns at least two days prior to the date on which such Non-Income Tax Returns are required to be filed. (e) Parent shall not cause or permit any WRECO Group member to file any amended Tax Return with respect to a Joint Return or a WRECO Separate Return for any Pre-Transaction Agreement Period. (fb) Except as required by any Transaction Document, Parent Prothena shall not cause or permit any WRECO Prothena Group member to take any action on the Closing Date other than in the ordinary course of business, including the sale of any assets, distribution of any dividend or making of any Tax election.

Appears in 2 contracts

Samples: Tax Matters Agreement (Prothena Corp PLC), Tax Matters Agreement (Prothena Corp PLC)

Tax Return Preparation and Filing. (a) From and after the Closing Date, Weyerhaeuser P&G shall (i) prepare and file, or shall cause to be prepared and filed, all Joint Returns, and (ii) subject to Section 3.01(d3.01(b), prepare and file all WRECO Folgers Separate Returns and any related documents or statements required (or permitted) to be filed by any WRECO Folgers Group member for any taxable period ending on or prior to the date of the Transaction Agreement a Pre-Closing Period, and (iii) shall pay, or cause to be paid, all Taxes shown to be due and payable on such Tax Returns, other than any Folgers Group Taxes. Parent RMT Partner shall pay Weyerhaeuser for any Taxes shown as due on any Tax Return filed under this Section 3.01(a) for which it has an indemnity obligation under Section 2.01(b) at least two days prior to the filing deadline for Tax Return (including any applicable extensions). (b) From and after the Closing Date, Parent shall (i) subject to Section 3.01(d), prepare and file, or shall cause to be prepared and filed, all WRECO Separate Returns for any Straddle Period, (ii) prepare and file, or cause subject to be prepared and filedSection 3.01(b), all WRECO Folgers Separate Returns and any related documents or statements required (or permitted) to be filed by any WRECO Folgers Group member for any Post-Distribution a Straddle Period, (iii) prepare and file, or cause to be prepared and filed, all Transfer Tax Returns and (iv) shall pay, or cause to be paid, all Taxes shown to be due and payable on the such Tax Returns described in clauses (i)Returns, (ii) and (iii)other than any P&G Group Taxes. Weyerhaeuser shall pay Parent for any Taxes shown as due on any Tax Return filed under this Section 3.01(b) for which it has an indemnity obligation under Section 2.01(a) at least two days prior to the filing deadline for Tax Return (including any applicable extensions). (c) Except as provided in Section 3.02 and with respect to Tax Returns subject to 2.01(f), Section 3.01(d)3.01(b) or Section 3.02, the party required to prepare a return pursuant to this Section 3.01(a) or Section 3.01(b) shall determine, with respect to such return: (i) the manner in which such Tax Return shall be prepared and filed, including the manner in which any item of income, gain, loss, deduction or credit shall be reported thereon and the allocation of items, (ii) whether any extensions of time to file any such Tax Return will be requested or any amended Tax Return will be filed filed, and (iii) the elections that will be made on any such Tax Return. In ; provided, however, that, in the absence of a change in Law law or circumstances requiring the contrary, Folgers Separate Returns and the portion of any Joint Return relating to a member of the WRECO Folgers Group and any WRECO Separate Return for a period ending on or before the Distribution Date shall be prepared, where applicable, on a basis consistent with the WRECO Folgers Group’s elections, accounting methods, conventions and principles of taxation used for the most recent Tax periods for which Tax Returns of the WRECO Folgers Group involving similar matters have been filed. (db) The party that is required to prepare a WRECO Folgers Separate Return pursuant to Section 3.01(a)(ii) or Section 3.01(b)(i3.01(a) shall submit to the other party a draft of any such WRECO Folgers Separate Return required to be filed after the Closing Date at least, in the case of income Tax Returns, least 30 days prior to the due date (taking into account any applicable extensions) for filing such Tax Return. The non-preparing party shall be deemed to have agreed to the applicable income Tax Return, as prepared by the preparing party, unless the non-preparing party delivers a Penalty Objection to the preparing party within 10 days of delivery of such income Tax Return. If the non-preparing party delivers to the preparing party a timely Penalty Objection with respect to income Tax ReturnsObjection, the parties shall negotiate in good faith to resolve all disputed issues. If the parties are unable to resolve all disputed issues within the following 10-day period, they shall submit the remaining disputed issues to the Tax Advisor for resolution at least five 5 days prior to the due date for filing the applicable income Tax Return (including extensions). The preparing party’s return positions with respect to the disputed issues shall be upheld except for any such positions that the Tax Advisor concludes do not satisfy the Applicable Penalty Standard. The non-preparing party shall be liable for all fees and expenses of the Tax Advisor incurred under this Section 3.01(d3.01(b); provided, however, that the preparing party shall be liable for all such fees and expenses incurred with respect to any Tax Return for which the Tax Advisor concludes a preparing party return position did not satisfy the Applicable Penalty Standard. In With respect to any Tax Return for a Straddle Period, P&G will pay to RMT Partner its allocable share of the case of Tax Returns that are not Income Tax Returns (including Business and Occupations Tax Returns for the State of Washington) (“Non-Income Tax Returns”) the preparing party will deliver drafts of such Non-Income Tax Returns liability, as finally determined under this Section 3.01(b), at least two 3 days prior to the due date on which such Non-Income for filing the applicable Tax Returns are required to be filedReturn. (ec) Parent RMT Partner shall not cause or permit any WRECO Folgers Group member to file any amended Tax Return with respect to a Joint Return or a WRECO Separate Return for any Pre-Transaction Agreement PeriodClosing Period (other than any amendment to effect a carryback of a post-Closing Tax Attribute, which carryback the relevant Folgers Group member is not permitted under applicable law to elect to forego) without the prior written consent of P&G, which consent may be withheld in P&G’s sole discretion. (fd) Except as required by any Transaction Document, Parent RMT Partner shall not cause or permit any WRECO Folgers Group member to take any action on the Closing Date other than in the ordinary course of business, including the sale of any assets, distribution of any dividend or making of any Tax election.

Appears in 2 contracts

Samples: Tax Matters Agreement (Smucker J M Co), Tax Matters Agreement (Smucker J M Co)

Tax Return Preparation and Filing. (a) From and after the Closing Date, Weyerhaeuser shall (i) prepare and file, or cause to be prepared and filed, all Joint Returns, (ii) subject to Section 3.01(d), prepare and file all WRECO Separate Returns and any related documents or statements required (or permitted) to be filed by any WRECO Group member for any taxable period ending on or prior to the date of the Transaction Agreement and (iii) pay, or cause to be paid, all Taxes shown to be due and payable on such Tax Returns. Parent shall pay Weyerhaeuser for any Taxes shown as due on any Tax Return filed under this Section 3.01(a) for which it has an indemnity obligation under Section 2.01(b) at least two days prior to the filing deadline for Tax Return (including any applicable extensions). (b) From and after the Closing Date, Parent shall (i) subject to Section 3.01(d), prepare and file, or cause to be prepared and filed, all WRECO Separate Returns for any Straddle Period, (ii) prepare and file, or cause to be prepared and filed, all WRECO Separate Returns and any related documents or statements required (or permitted) to be filed by any WRECO Group member for any Post-Distribution Period, (iii) prepare and file, or cause to be prepared and filed, all Transfer Tax Returns and (iv) pay, or cause to be paid, all Taxes shown to be due and payable on the Tax Returns described in clauses (i), (ii) and (iii). Weyerhaeuser shall pay Parent for any Taxes shown as due on any Tax Return filed under this Section 3.01(b) for which it has an indemnity obligation under Section 2.01(a) at least two days prior to the filing deadline for Tax Return (including any applicable extensions). (c) Except as provided in Section 3.02 and with respect to Tax Returns subject to Section 3.01(d), the party required to prepare a return pursuant to Section 3.01(a) or Section 3.01(b) shall determine, with respect to such return: (i) the manner in which such Tax Return shall be prepared and filed, including the manner in which any item of income, gain, loss, deduction or credit shall be reported thereon and the allocation of items, (ii) whether any extensions of time to file any such Tax Return will be requested or any amended Tax Return will be filed and (iii) the elections that will be made on any such Tax Return. In the absence of a change in Law or circumstances requiring the contrary, any Joint Return relating to a member of the WRECO Group and any WRECO Separate Return for a period ending on or before the Distribution Date shall be prepared, where applicable, on a basis consistent with the WRECO Group’s elections, accounting methods, conventions and principles of taxation used for the most recent Tax periods for which Tax Returns of the WRECO Group involving similar matters have been filed. (d) The party that is required to prepare a WRECO Separate Return pursuant to Section 3.01(a)(ii) or Section 3.01(b)(i) shall submit to the other party a draft of any such WRECO Separate Return required to be filed after the Closing Date at least, in the case of income Tax Returns, 30 days prior to the due date (taking into account any applicable extensions) for filing such Tax Return. The non-preparing party shall be deemed to have agreed to the applicable income Tax Return, as prepared by the preparing party, unless the non-preparing party delivers a Penalty Objection to the preparing party within 10 days of delivery of such income Tax Return. If the non-preparing party delivers to the preparing party a timely Penalty Objection with respect to income Tax Returns, the parties shall negotiate in good faith to resolve all disputed issues. If the parties are unable to resolve all disputed issues within the following 10-day period, they shall submit the remaining disputed issues to the Tax Advisor for resolution at least five days prior to the due date for filing the applicable income Tax Return (including extensions). The preparing party’s return positions with respect to the disputed issues shall be upheld except for any such positions that the Tax Advisor concludes do not satisfy the Applicable Penalty Standard. The non-preparing party shall be liable for all fees and expenses of the Tax Advisor incurred under this Section 3.01(d); provided, however, that the preparing party shall be liable for all such fees and expenses incurred with respect to any Tax Return for which the Tax Advisor concludes a preparing party return position did not satisfy the Applicable Penalty Standard. In the case of Tax Returns that are not Income Tax Returns (including Business and Occupations Tax Returns for the State of Washington) (“Non-Income Tax Returns”) the preparing party will deliver drafts of such Non-Income Tax Returns at least two days prior to the date on which such Non-Income Tax Returns are required to be filed. (e) Parent shall not cause or permit any WRECO Group member to file any amended Tax Return with respect to a Joint Return or a WRECO Separate Return for any Pre-Transaction Agreement Period. (f) Except as required by any Transaction Document, Parent shall not cause or permit any WRECO Group member to take any action on the Closing Date other than in the ordinary course of business, including the sale of any assets, distribution of any dividend or making of any Tax election.

Appears in 1 contract

Samples: Tax Sharing Agreement

Tax Return Preparation and Filing. (a) From and after the Closing Date, Weyerhaeuser Parent shall (i) prepare and file, or shall cause to be prepared and filed, all Joint Returns, and (ii) subject to Section 3.01(d3.01(b), prepare and file all WRECO Wimbledon Separate Returns and any related documents or statements required (or permitted) to be filed by any WRECO Wimbledon Group member for any taxable period ending on or prior to the date of the Transaction Agreement a Pre-Closing Period, and (iii) shall pay, or cause to be paid, all Taxes shown to be due and payable on such Tax Returns, other than any Wimbledon Group Taxes. Parent Acquiror shall pay Weyerhaeuser for any Taxes shown as due on any Tax Return filed under this Section 3.01(a) for which it has an indemnity obligation under Section 2.01(b) at least two days prior to the filing deadline for Tax Return (including any applicable extensions). (b) From and after the Closing Date, Parent shall (i) subject to Section 3.01(d), prepare and file, or shall cause to be prepared and filed, all WRECO Separate Returns for any Straddle Period, (ii) prepare and file, or cause subject to be prepared and filedSection 3.01(b), all WRECO Wimbledon Separate Returns and any related documents or statements required (or permitted) to be filed by any WRECO Wimbledon Group member for any Post-Distribution a Straddle Period, (iii) prepare and file, or cause to be prepared and filed, all Transfer Tax Returns and (iv) shall pay, or cause to be paid, all Taxes shown to be due and payable on the such Tax Returns described in clauses (i)Returns, (ii) and (iii)other than any Parent Group Taxes. Weyerhaeuser shall pay Parent for any Taxes shown as due on any Tax Return filed under this Section 3.01(b) for which it has an indemnity obligation under Section 2.01(a) at least two days prior to the filing deadline for Tax Return (including any applicable extensions). (c) Except as provided in Section 3.02 and with respect to Tax Returns subject to 2.01(f), Section 3.01(d)3.01(b) or Section 3.02, the party required to prepare a return pursuant to this Section 3.01(a) or Section 3.01(b) shall determine, with respect to such return: (i) the manner in which such Tax Return shall be prepared and filed, including the manner in which any item of income, gain, loss, deduction or credit shall be reported thereon and the allocation of items, (ii) whether any extensions of time to file any such Tax Return will be requested or any amended Tax Return will be filed filed, and (iii) the elections that will be made on any such Tax Return. In ; provided, however, that, in the absence of a change in Law or circumstances requiring the contrary, Wimbledon Separate Returns and the portion of any Joint Return relating to a member of the WRECO Wimbledon Group and any WRECO Separate Return for a period ending on or before the Distribution Date shall be prepared, where applicable, on a basis consistent with the WRECO Wimbledon Group’s elections, accounting methods, conventions and principles of taxation used for the most recent Tax periods for which Tax Returns of the WRECO Wimbledon Group involving similar matters have been filed. Notwithstanding the prior sentence, if any member of the Wimbledon Group has not previously filed a Tax Return as of the Distribution Date, Parent will, upon Acquiror’s reasonable written request, consider making Tax elections and adopting Tax accounting methods on an applicable Wimbledon Separate Return filed after the Distribution Date as specified by Acquiror in writing, provided, however, that Parent, in its sole discretion, shall decide whether to elect or adopt any such Tax election or accounting method regardless of whether any Tax election or accounting method specified by Acquiror would increase the Taxes otherwise by payable by the Parent Group (or any member thereof) for any Tax period; provided, further, however, that any such incremental Tax liabilities will constitute Wimbledon Group Taxes which are the responsibility of the Acquiror Group pursuant to Section 2.1(b). (db) The party that is required to prepare a WRECO Wimbledon Separate Return pursuant to Section 3.01(a)(ii) or Section 3.01(b)(i3.01(a) shall submit to the other party a draft of any such WRECO Wimbledon Separate Return required to be filed after the Closing Date at least, in the case of income Tax Returns, least 30 days prior to the due date (taking into account any applicable extensions) for filing such Tax Return. The non-preparing party shall be deemed to have agreed to the applicable income Tax Return, as prepared by the preparing party, unless the non-preparing party delivers a Penalty Objection to the preparing party within 10 days of delivery of such income Tax Return. If the non-preparing party delivers to the preparing party a timely Penalty Objection with respect to income Tax ReturnsObjection, the parties shall negotiate in good faith to resolve all disputed issues. If the parties are unable to resolve all disputed issues within the following 10-day period, they shall submit the remaining disputed issues to the Tax Advisor for resolution at least five 5 days prior to the due date for filing the applicable income Tax Return (including extensions). The preparing party’s return positions with respect to the disputed issues shall be upheld except for any such positions that the Tax Advisor concludes do not satisfy the Applicable Penalty Standard. The non-preparing party shall be liable for all fees and expenses of the Tax Advisor incurred under this Section 3.01(d3.01(b); provided, however, that the preparing party shall be liable for all such fees and expenses incurred with respect to any Tax Return for which the Tax Advisor concludes a preparing party return position did not satisfy the Applicable Penalty Standard. In With respect to any Tax Return for a Straddle Period, Parent will pay to Acquiror its allocable share of the case of Tax Returns that are not Income Tax Returns (including Business and Occupations Tax Returns for the State of Washington) (“Non-Income Tax Returns”) the preparing party will deliver drafts of such Non-Income Tax Returns liability, as finally determined under this Section 3.01(b), at least two 3 days prior to the due date on which such Non-Income for filing the applicable Tax Returns are required to be filedReturn. (ec) Parent Acquiror shall not cause or permit any WRECO Wimbledon Group member to file any amended Tax Return with respect to a Joint Return or a WRECO Separate Return for any Pre-Transaction Agreement PeriodClosing Period (other than any amendment to effect a carryback of a post-Closing Tax Attribute, which carryback the relevant Wimbledon Group member is not permitted under applicable Law to elect to forego) without the prior written consent of Parent, which consent may be withheld in Parent’s sole discretion. (fd) Except as required by any Transaction Document, Parent Acquiror shall not cause or permit any WRECO Wimbledon Group member to take any action on the Closing Date other than in the ordinary course of business, including the sale of any assets, distribution of any dividend or making of any Tax election.

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Samples: Tax Matters Agreement (Wimble Co)