Common use of Obligations to File Tax Returns Clause in Contracts

Obligations to File Tax Returns. (a) TCCC shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return filed after the Closing Date for any Post-Closing Period or Straddle Period that includes any member of the CCE Group (each, a “TCCC Filed Tax Return”); provided, however, that, except as otherwise required by Law, (w) all TCCC Filed Tax Returns shall be prepared on a basis that is consistent with the Tax Materials and, with respect to TCCC Filed Tax Returns for Straddle Periods, except as provided in Section 3.03, consistent with past practices of CCE, (x) Splitco shall prepare and deliver to TCCC in a manner consistent with past practices of CCE and its Subsidiaries, except as provided in Section 3.03, pro forma Tax Returns and Tax Information Packages with respect to each member of the Splitco Group or portion of the Other CCE Businesses included in, or reflected on, a TCCC Filed Tax Return, no later than ninety (90) days before the due date for the filing of the relevant Tax Return (including any valid extensions), (y) TCCC shall provide to Splitco no later than thirty (30) days in advance of the due date for the filing thereof (including any valid extensions), and Splitco shall have a reasonable opportunity to review and comment on, any such TCCC Filed Tax Return (or the relevant portion thereof) to the extent that (I) such TCCC Filed Tax Return includes any member of the Splitco Group, or (II) Splitco is responsible for any portion of the Taxes reported on such TCCC Filed Tax Return, and (z) TCCC shall not take any position on any TCCC Filed Tax Return that includes any member of the Splitco Group that (I) would reasonably be expected to result in a “listed transaction” within the meaning of Section 6707A(c)(2) of the Code or any comparable provision of state, local or foreign Tax Law, (II) would reasonably be expected to result in penalties under any applicable Tax Law, or (III) would reasonably be expected to require disclosure under Section 6664 of the Code or any comparable provision of state, local or foreign Tax Law in order to avoid penalties, all without Splitco’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Except as otherwise provided herein (including as provided in Sections 5.03 and 5.04), TCCC shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a TCCC Filed Tax Return for which TCCC bears responsibility hereunder.

Obligations to File Tax Returns. (a) TCCC PPD shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return filed after the Closing Date for any Post-Closing Period or Straddle Period that (i) includes any member of the CCE PPD Group or the Furiex Group and is for a Tax year ending on or before the Distribution Date or (ii) includes any member of the PPD Group and is required to be filed after the Distribution Date (each, a “TCCC PPD Filed Tax Return”); provided, however, that, except as otherwise required by Law, that (wA) all TCCC PPD Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Materials and, with respect to TCCC Filed Treatment and the Distribution Tax Returns for Straddle Periods, except as provided in Section 3.03, consistent with past practices of CCETreatment, (xB) Splitco Furiex shall promptly prepare and deliver to TCCC PPD in a manner consistent with past practices of CCE and its Subsidiaries, except as provided in Section 3.03, pro forma Tax Returns and Tax Information Packages with respect to each for any taxable period in which any member of the Splitco Furiex Group or portion of the Other CCE Businesses is included in, or any portion of the Compound Business is reflected on, a TCCC PPD Filed Tax Return, no later than ninety (90C) days before the due date for the filing of the relevant Tax Return (including any valid extensions), (y) TCCC PPD shall provide to Splitco no later than thirty (30) days Furiex sufficiently in advance of the due date for the filing thereof (including any valid extensions)thereof, and Splitco Furiex shall have a reasonable opportunity to review and comment on, any such TCCC PPD Filed Tax Return (or the relevant portion thereof) to the extent that (I) such TCCC Filed Tax Return includes any member of the Splitco Group, or (II) Splitco Furiex is responsible for any portion of the Taxes reported on such TCCC PPD Filed Tax Return, and (zD) TCCC shall not take in the case of any position on any TCCC PPD Filed Tax Return that includes any member of the Splitco Furiex Group that (I) would reasonably be expected to result in a “listed transaction” within or the meaning of Section 6707A(c)(2) Compound Business for only the portion of the Code relevant taxable period that ends on the Distribution Date, Taxes shall be allocated to the portion of such taxable period that ends on the Distribution Date based on an actual or hypothetical closing of the books at the Effective Time. Each member of the Furiex Group hereby irrevocably authorizes and designates PPD as its agent, coordinator and administrator for the purpose of taking any comparable provision and all actions necessary or incidental to the filing of stateany such PPD Filed Tax Returns and, local or foreign Tax Lawexcept as otherwise provided herein, (II) would reasonably be expected to result in penalties under any applicable Tax Lawfor the purpose of making payments to, or (III) would reasonably be expected to require disclosure under Section 6664 collecting refunds from, any Governmental Authority in respect of the Code or any comparable provision of state, local or foreign a PPD Filed Tax Law in order to avoid penalties, all without Splitco’s prior written consent, not to be unreasonably withheld, conditioned or delayedReturn. Except as otherwise provided herein (including as provided in Sections 5.03 and 5.04)herein, TCCC PPD shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a TCCC PPD Filed Tax Return for which TCCC PPD bears responsibility hereunderhereunder and to determine whether any refunds of Taxes to which the PPD Group may be entitled shall be received by way of refund or credit against the Tax liability of the PPD Group.

Obligations to File Tax Returns. (a) TCCC Buyer shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return filed after the Closing Date for any Post-Closing Period or Straddle Period that includes any member of the CCE Group Nordic Company (each, a “TCCC Buyer Filed Tax Return”); provided, however, that, except as otherwise required by Law, (wx) all TCCC Filed Tax Returns shall be prepared on a basis that is consistent with the Tax Materials and, with respect to TCCC Buyer Filed Tax Returns for Pre-Closing Periods and Straddle Periods, except as provided in Section 3.03, such returns shall be prepared consistent with past practices of CCE, (x) Splitco shall prepare and deliver to TCCC in a manner consistent with past practices of CCE and its Subsidiaries, except as provided in Section 3.03, pro forma Tax Returns and Tax Information Packages with respect to each member of the Splitco Group or portion of the Other CCE Businesses included in, or reflected on, a TCCC Filed Tax Return, no later than ninety (90) days before the due date for the filing of the relevant Tax Return (including any valid extensions)Nordic Companies, (y) TCCC Buyer shall provide to Splitco Seller no later than thirty (30) days in advance of the due date for the filing thereof (including any valid extensions), and Splitco Seller shall have a reasonable opportunity to review and comment onon (and Buyer shall file such Tax Returns for any Pre-Closing Period that is not a Straddle Period in accordance with such comments received from Seller, to the extent such comments are consistent with applicable Law and past practice of the Nordic Companies), any such TCCC Buyer Filed Tax Return (or the relevant portion thereof) to the extent that (I) such TCCC Buyer Filed Tax Return includes any member of the Splitco GroupNordic Company, or (II) Splitco Seller is responsible for any portion of the Taxes reported on such TCCC Buyer Filed Tax Return, and (z) TCCC Buyer shall not take any position on any TCCC Buyer Filed Tax Return that includes any member of the Splitco Group Nordic Company that (I) would reasonably be expected to result in a “listed transaction” within the meaning of Section 6707A(c)(2) of the Code or any comparable provision of state, local or foreign Tax Law, (II) would reasonably be expected to result in penalties under any applicable Tax Law, or (III) would reasonably be expected to require disclosure under Section 6664 of the Code or any comparable provision of state, local or foreign Tax Law in order to avoid penalties, all without SplitcoSeller’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Except as otherwise provided herein (including as provided in Sections 5.03 and 5.04)herein, TCCC Buyer shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a TCCC Buyer Filed Tax Return for which TCCC Buyer bears responsibility hereunder.

Obligations to File Tax Returns. (a) TCCC shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return filed after the Closing Date for any Post-Closing Period or Straddle Period that includes any member of the CCE Group (each, a “"TCCC Filed Tax Return”"); provided, however, that, except as otherwise required by Law, (w) all TCCC Filed Tax Returns shall be prepared on a basis that is consistent with the Tax Materials and, with respect to TCCC Filed Tax Returns for Straddle Periods, except as provided in Section 3.03, consistent with past practices of CCE, (x) Splitco shall prepare and deliver to TCCC in a manner consistent with past practices of CCE and its Subsidiaries, except as provided in Section 3.03, pro forma Tax Returns and Tax Information Packages with respect to each member of the Splitco Group or portion of the Other CCE Businesses included in, or reflected on, a TCCC Filed Tax Return, no later than ninety (90) days before the due date for the filing of the relevant Tax Return (including any valid extensions), (y) TCCC shall provide to Splitco no later than thirty (30) days in advance of the due date for the filing thereof (including any valid extensions), and Splitco shall have a reasonable opportunity to review and comment on, any such TCCC Filed Tax Return (or the relevant portion thereof) to the extent that (I) such TCCC Filed Tax Return includes any member of the Splitco Group, or (II) Splitco is responsible for any portion of the Taxes reported on such TCCC Filed Tax Return, and (z) TCCC shall not take any position on any TCCC Filed Tax Return that includes any member of the Splitco Group that (I) would reasonably be expected to result in a “"listed transaction” " within the meaning of Section 6707A(c)(2) of the Code or any comparable provision of state, local or foreign Tax Law, (II) would reasonably be expected to result in penalties under any applicable Tax Law, or (III) would reasonably be expected to require disclosure under Section 6664 of the Code or any comparable provision of state, local or foreign Tax Law in order to avoid penalties, all without Splitco’s 's prior written consent, not to be unreasonably withheld, conditioned or delayed. Except as otherwise provided herein (including as provided in Sections 5.03 and 5.04), TCCC shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a TCCC Filed Tax Return for which TCCC bears responsibility hereunder.