Common use of Tax Return Preparation and Filing Clause in Contracts

Tax Return Preparation and Filing. (a) 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(b), prepare all Folgers Separate Returns and any related documents or statements required (or permitted) to be filed by any Folgers Group member for a Pre-Closing Period, and 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. RMT Partner shall prepare and file, or shall cause to be prepared and filed, subject to Section 3.01(b), all Folgers Separate Returns and any related documents or statements required (or permitted) to be filed by any Folgers Group member for a Straddle Period, and shall pay, or cause to be paid, all Taxes shown to be due and payable on such Tax Returns, other than any P&G Group Taxes. Except as provided in Section 2.01(f), Section 3.01(b) or Section 3.02, the party required to prepare a return pursuant to this Section 3.01(a) 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; provided, however, that, in the absence of a change in law or circumstances requiring the contrary, Folgers Separate Returns and the portion of any Joint Return relating to a member of the Folgers Group shall be prepared, where applicable, on a basis consistent with the Folgers Group’s elections, accounting methods, conventions and principles of taxation used for the most recent Tax periods for which Tax Returns of the Folgers Group involving similar matters have been filed.

Tax Return Preparation and Filing. (a) P&G shall Parent will (i) prepare and file, or shall will cause to be prepared and filed, all Joint Returns, and (ii) subject to Section 3.01(b), prepare all Folgers Galleria Separate Returns and any related documents or statements required (or permitted) to be filed by any Folgers Galleria Tax Group member for a Pre-Closing Tax Period, and shall will pay, or will cause to be paid, all Taxes shown to be due and payable on such Tax Returns, other than any Folgers Galleria Group Taxes. RMT Partner shall Acquiror will prepare and file, or shall will cause to be prepared and filed, subject to Section 3.01(b), all Folgers Galleria Separate Returns and any related documents or statements required (or permitted) to be filed by any Folgers Galleria Tax Group member for a Straddle Period, and shall will pay, or will cause to be paid, all Taxes shown to be due and payable on such Tax Returns, other than any P&G Parent Group Taxes. Except as provided in Section 2.01(f), Section 3.01(b), Section 3.01(c) or Section 3.02, the party Party required to prepare a return pursuant to this Section 3.01(a) 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, and (iii) the elections that will be made on any such Tax Return; provided, however, that, in the absence of a change in law Law or circumstances requiring the contrary, Folgers Galleria Separate Returns and the portion of any Joint Return relating to a member of the Folgers Galleria Tax Group shall be prepared, where applicable, on a basis consistent with the Folgers 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 Folgers 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).