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) The Representative shall prepare, at the Company’s expense, and with the Purchaser’s cooperation, timely file all Tax Returns of the Company in respect of all taxable periods ending on or before the Closing Date (“Pre-Closing Periods”) that are due after the Closing Date (taking into account extensions) (“Pre-Closing Returns”). The Sellers shall pay to the Company when due the product of (i) all Taxes shown to be due on such Pre-Closing Returns multiplied by (ii) the percentage interest in the Company that the Sold Shares constitute, to the extent not otherwise previously included in the calculation of Company Debt, Net Tangible Assets or Company Expenses. The Representative shall provide Purchaser such Pre-Closing Returns (along with supporting workpapers) for Purchaser’s review and comment at least sixty (60) days prior to the due date of such Pre-Closing Returns (including extensions) (or as soon as practical prior to the filing date with respect to any payroll Tax Returns and Tax Returns due (including extensions) within sixty (60) days after the close of the taxable period). Within twenty (20) days after the date of receipt by Purchaser of such Tax Return, Purchaser shall deliver to the Representative a written request for changes to such Tax Return. If Purchaser delivers such a request, then the Representative and Purchaser shall undertake in good faith to resolve the issues raised in such request. If the Representative and Purchaser are unable to resolve any issue by twenty (20) days after the date of receipt by the Representative of the request for changes for filing of the Pre-Closing Return in question, then the Representative and Purchaser shall jointly engage the Settlement Arbitrator (in the manner set forth in Section 2.5(b)(iii)) to resolve such dispute, and the decision of the Settlement Arbitrator shall be final and the fees of the Settlement Arbitrator shall be shared equally by Purchaser, on the one hand, and the Sellers on the other hand. If any dispute with respect to a Pre-Closing Return is not resolved at least three (3) days prior to the due date of such Pre-Closing Return, such Pre-Closing Return shall be timely filed in the manner which the Representative deems correct without prejudice to the resolution of such dispute; provided that, once resolution of such dispute has been determined, such Pre-Closing Return shall be amended, if necessary, to include the final resolution of such dispute.
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.
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. 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 Seller shall prepare or 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. (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 <PAGE> - 41 - 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. 4.12
