Common use of Filing Responsibility Clause in Contracts

Filing Responsibility. (a) Parent shall timely prepare and file or shall cause the Transferred Companies and their respective Subsidiaries to timely prepare and file (i) any Combined Tax Return, (ii) any Income Tax Returns of the IP Seller and (iii) all Tax Returns that are required to be filed by or with respect to any of the Transferred Companies or their respective Subsidiaries or the Transferred IP that are due (including extensions) on or before the Closing Date. In the case of Tax Returns, for the Pre-Closing Period described in this Section 7.4(a), except as could not reasonably be expected to adversely impact the Purchaser, the Transferred Companies, and their Subsidiaries or as is pursuant to a Combined to Separate Change or a Cox LIFO Change, (i) such Tax Returns as they relate to the Transferred Companies and their respective Subsidiaries shall, to the extent permitted by law, be prepared on a basis consistent with the past practices, elections, and methods of the Transferred Companies and their respective Subsidiaries and Parent and (ii) Parent shall not, and shall not permit any of its Affiliates to, amend any such Tax Returns unless required by law, in each case unless Parent indemnifies the Purchaser Indemnified Parties for any material costs associated with not preparing such Tax Returns on a basis consistent with such past practices, elections or methods or amending such Tax Returns or receives the written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). Parent’s consolidated federal income Tax Return for the taxable period that includes the Closing Date shall be filed in accordance with Treas. Regulation Sections 1.1502-76(b)(2)(i) and 1.1502-76(b)(2)(vi) (determined using the closing of the books method) (with no election under Treas. Regulation Section 1.1502-76T(b)(2)(ii)(D)). Parent and Purchaser agree that (x) pursuant to Treas. Regulation Section 1.1502-76(b)(1)(i), any 2006 Coop Dividends and any 2007 Coop Dividends shall be reported on Parent’s consolidated federal income Tax Return and (y) pursuant to Treas. Regulation Section 1.1502-76(b)(1)(ii)(B), interest deductions of any Transferred Company or its Subsidiary arising on the Closing Date in connection with any of the Debt Financing the expense of which is economically borne by Purchaser shall be reported on the U.S. federal (and, if applicable, state and local) Income Tax Return of Purchaser and the Transferred Companies for the taxable period that begins after the Closing Date. (b) Purchaser, the Transferred Companies and their respective Subsidiaries shall, except to the extent that such Tax Returns are the responsibility of Parent under Section 7.4(a) and subject to Section 7.4(c), file all other Tax Returns with respect to the Transferred Companies and their respective Subsidiaries and the Transferred IP. (c) Except to the extent not permitted by law, in the case of any Tax Return which Purchaser is responsible for preparing under Section 7.4(b) for a Pre-Closing Period or a Straddle Period that could have an adverse impact on Parent or any of its Affiliates, Purchaser shall, or shall cause the Transferred Companies and their respective Subsidiaries to, prepare such Tax Return consistent with the past practices, elections, and methods of the Transferred Companies and their respective Subsidiaries unless otherwise consented to by Parent in writing (not to be unreasonably withheld, conditioned or delayed), and deliver to Parent for its review and comment a copy of such proposed Tax Return at least forty (40) days prior to the due date (giving effect to any validly obtained extension thereof). In the event of any dispute between Parent and Purchaser with respect to any such Tax Return that remains unresolved after five (5) Business Days from the date such Tax Return is made available for review, the parties shall submit such dispute to a mutually acceptable Person; provided that if the parties do not agree on such Person within three (3) days after the end of such five (5) Business Day period, Parent or Purchaser may request the American Arbitration Association to select a panel of three qualified tax experts that have no material relationship with any party to this Agreement or any of its Affiliates to resolve any remaining disagreement (such mutually agreed Person or panel, the “Tax Arbiter”). The Tax Arbiter shall determine, in accordance with the terms of this Agreement, based solely on presentations by Parent and Purchaser, and not by independent review, those items in dispute on the Tax Return and shall render a written report as to the resolution, in accordance with the terms of this Agreement, of each dispute, it being understood that the parties hereto will request the Tax Arbiter to render its written report promptly, but no more than ten (10) Business Days after its engagement. The fee of the Tax Arbiter shall be borne fifty percent (50%) by Parent and fifty percent (50%) by Purchaser. Purchaser shall not file any amended Tax Return with respect to Income Taxes for a Pre-Closing Period without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding any other provision herein, Purchaser shall file any claims or related documentation in respect of any potential Private Label Sales Tax Refunds as Parent may reasonably request and in such manner as Parent may reasonably request. Except as required by a change in law or with the written consent of Parent (not to be unreasonably withheld, conditioned or delayed), Purchaser shall prepare and file all Tax Returns consistent with, and take no position or action inconsistent with, the treatment that the Coop is a cooperative subject to the provisions of Subchapter T of Chapter 1 of Subtitle A of the Code for all Pre-Closing Periods.

Filing Responsibility. (a) Parent Seller shall timely prepare and file or shall cause the Transferred Companies and their respective Subsidiaries Entities to timely prepare and file (i) any Combined combined, consolidated, unitary, affiliated or fiscal unity Tax ReturnReturns that include Seller or any of its Subsidiaries (other than the Transferred Entities), on the one hand, and any of the Transferred Entities, on the other hand, and (ii) any Income Tax Returns in a manner consistent with past practice, accounting methods and elections of the IP Seller and (iii) Transferred Entities prior to the Closing, all Tax Returns (other than those described in Section 7.4(a)(i) and Tax Returns relating to the Restructuring) that are required to be filed by or with respect to any of the Transferred Companies or their respective Subsidiaries or the Transferred IP Entities that are due (including extensions) on or before the Closing Date. In the case of Tax Returns, for the Pre-Closing Period described in this Section 7.4(a), except as could not reasonably be expected to adversely impact the Purchaser, the Transferred Companies, and their Subsidiaries or as is pursuant to a Combined to Separate Change or a Cox LIFO Change, (i) such Tax Returns as they relate to the Transferred Companies and their respective Subsidiaries shall, to the extent permitted by law, be prepared on a basis consistent with the past practices, elections, and methods of the Transferred Companies and their respective Subsidiaries and Parent and (ii) Parent shall not, and shall not permit any of its Affiliates to, amend any such Tax Returns unless required by law, in each case unless Parent indemnifies the Purchaser Indemnified Parties for any material costs associated with not preparing such Tax Returns on a basis consistent with such past practices, elections or methods or amending such Tax Returns or receives the written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). Parent’s consolidated federal income Tax Return for the taxable period that includes the Closing Date shall be filed in accordance with Treas. Regulation Sections 1.1502-76(b)(2)(i) and 1.1502-76(b)(2)(vi) (determined using the closing of the books method) (with no election under Treas. Regulation Section 1.1502-76T(b)(2)(ii)(D)). Parent and Purchaser agree that (x) pursuant to Treas. Regulation Section 1.1502-76(b)(1)(i), any 2006 Coop Dividends and any 2007 Coop Dividends shall be reported on Parent’s consolidated federal income Tax Return and (y) pursuant to Treas. Regulation Section 1.1502-76(b)(1)(ii)(B), interest deductions of any Transferred Company or its Subsidiary arising on the Closing Date in connection with any of the Debt Financing the expense of which is economically borne by Purchaser shall be reported on the U.S. federal (and, if applicable, state and local) Income Tax Return of Purchaser and the Transferred Companies for the taxable period that begins after the Closing Date. (b) Purchaser, Purchaser and its Subsidiaries and the Transferred Companies and their respective Subsidiaries Entities shall, except to the extent that such Tax Returns are the responsibility of Parent Seller under Section 7.4(a) and subject to Section 7.4(c), prepare and file all other Tax Returns with respect to the Transferred Companies Entities (provided that Purchaser shall prepare any such Tax Returns that include Indemnified Taxes consistent with past practice, accounting methods and their respective Subsidiaries and elections of the Transferred IPEntities prior to the Closing and shall prepare any such Tax Returns relating to the Restructuring in such manner as Seller may reasonably request). Notwithstanding any other provision, Purchaser shall not prepare or file, or cause to be prepared or filed, any amended Tax Return relating to Indemnified Taxes without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Except to the extent not permitted by law, in In the case of any Tax Return which Purchaser is responsible for preparing under Section 7.4(b) (i) for a Pre-Closing Period or a Straddle Period that could have an adverse impact on Parent or any of its Affiliates(ii) with respect to Indemnified Taxes, Purchaser shall, or shall cause the Transferred Companies Entities to deliver to Seller for its review, comment and their respective Subsidiaries to, prepare such Tax Return consistent with the past practices, elections, and methods of the Transferred Companies and their respective Subsidiaries unless otherwise consented to by Parent in writing approval (which approval shall not to be unreasonably withheld, conditioned withheld or delayed), and deliver to Parent for its review and comment ) a copy of such proposed Tax Return (accompanied, in the case of any Tax Return for a Straddle Period, by an allocation between the Pre-Closing Period and the Post-Closing Period of the Taxes shown to be due on such Tax Return) at least forty thirty (4030) days Business Days prior to the due date (giving effect to any validly obtained extension thereof). In the event of Purchaser shall accept any dispute between Parent and comments provided by Seller as to which Purchaser with agrees. With respect to any comments provided by Seller as to which Purchaser does not agree, the parties shall endeavor in good faith to resolve the dispute, and, failing that, the dispute shall be presented to and resolved, in accordance with this Agreement, by a neutral accountant mutually satisfactory to Purchaser and Seller (the “Neutral Tax Accountant”), whose determination shall be binding, and who shall, to the extent reasonably practicable, make such Tax Return that remains unresolved after determination within ten (10) Business Days from the date of presentation, but in no event, to the extent reasonably practicable, later than five (5) Business Days from prior to the due date (giving effect to any valid extensions thereof) for such Tax Return. With respect to each such Tax Return, no later than two (2) Business Days prior to the due date (giving effect to any validly obtained extension thereof) for such Tax Return, Seller shall pay to Purchaser an amount equal to the liability for Indemnified Taxes shown as due and payable on such Tax Return (but, for the avoidance of doubt, not in duplication of any amounts previously paid by way of payment of estimated Taxes or otherwise). (d) In addition to any other Tax Benefit to which Seller is made available for reviewentitled under this Agreement, Seller shall be entitled to any actually realized Tax Benefit (calculated on a with and without basis) arising from the parties shall submit payment or accrual after the Closing Date of any Indemnified Tax, but only to the extent such dispute Tax Benefit is actually realized with respect to a mutually acceptable Person; provided that if the parties do not agree on such Person taxable period ending within three four and a half (34.5) days years after the end of such five (5) Business Day period, Parent the taxable period in which the Indemnified Tax is paid or accrued. Purchaser may request the American Arbitration Association to select a panel of three qualified tax experts acknowledges and agrees that have no material relationship with any party to this Agreement or neither Purchaser nor any of its Subsidiaries or Affiliates to resolve shall claim any remaining disagreement (such mutually agreed Person or panel, the “Tax Arbiter”). The Tax Arbiter shall determine, in accordance with the terms of this Agreement, based solely on presentations by Parent and Purchaser, and not by independent review, those items in dispute on the Tax Return and shall render a written report as to the resolution, in accordance with the terms of this Agreement, of each dispute, it being understood that the parties hereto will request the Tax Arbiter to render its written report promptly, but no more than ten (10) Business Days after its engagement. The fee of the Tax Arbiter shall be borne fifty percent (50%) by Parent and fifty percent (50%) by Purchaser. Purchaser shall not file any amended Tax Return Benefit with respect to Income Taxes a Post-Closing Period; provided, however, that if any such Tax Benefit is not permitted by Law or administrative practice to be claimed for a Pre-Closing Period without Parent’s prior written consent (which consent shall not and is permitted by Law or administrative practice to be unreasonably withheldclaimed on a Tax Return for a Post-Closing Period, conditioned or delayed). Notwithstanding any other provision herein, then Purchaser shall file any claims or related documentation use commercially reasonable efforts (exercising its reasonable discretion in respect of any potential Private Label Sales Tax Refunds as Parent may reasonably request and in such manner as Parent may reasonably request. Except as required by a change in law or with the written consent of Parent (not to be unreasonably withheld, conditioned or delayed), Purchaser shall prepare and file all Tax Returns consistent with, and take no position or action inconsistent with, the treatment that the Coop is a cooperative subject relation to the provisions availability of Subchapter T of Chapter 1 of Subtitle A of the Code such Tax Benefit) to claim such Tax Benefit. If any Tax Benefit for all Pre-Closing Periodswhich Purchaser has made a payment to Seller under this Section 7.4(d) is subsequently disallowed, Seller shall promptly repay such amount to Purchaser.

Filing Responsibility. (a) Parent Sellers shall timely prepare and file or shall cause each of the Transferred Companies Companies, the Subsidiaries and their respective Subsidiaries Affiliates to timely prepare and file the following Returns with respect to each of the Companies, the Subsidiaries and their Affiliates: (i) any Combined Tax Return, (ii) any all United States federal Income Tax Returns of the IP Seller and (iii) all any other Income Tax Returns that are required to be filed by or with respect in any jurisdiction in which the relevant Company has in effect an election similar to any the election under Section 1362 of the Transferred Companies or their respective Subsidiaries or the Transferred IP that are due (including extensions) Code, in each case, for any taxable period ending on or before the Closing Date. In ; provided, however, that Sellers shall provide Buyer copies of such proposed Returns at least 30 days prior to the case due date of Tax any such Returns, for such Returns shall be prepared consistently with this Agreement and past practice and, in the Pre-Closing Period described event that Buyer reasonably objects to any item in this Section 7.4(a)such Returns, except as could not reasonably such dispute shall be expected to adversely impact the Purchaser, the Transferred Companies, and their Subsidiaries or as is pursuant to resolved by a Combined to Separate Change or a Cox LIFO Change, (i) such Tax Returns as they relate neutral accounting firm prior to the Transferred Companies and their respective Subsidiaries shall, date such Return is required to the extent permitted by law, be prepared on a basis consistent with the past practices, elections, and methods of the Transferred Companies and their respective Subsidiaries and Parent and filed; and (ii) Parent shall not, and shall not permit any of its Affiliates to, amend any such Tax all other Returns unless with respect to Taxes required by law, in each case unless Parent indemnifies the Purchaser Indemnified Parties for any material costs associated with not preparing such Tax Returns on a basis consistent with such past practices, elections or methods or amending such Tax Returns or receives the written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). Parent’s consolidated federal income Tax Return for the taxable period that includes the Closing Date shall be filed in accordance with Treas. Regulation Sections 1.1502-76(b)(2)(i(taking into account extensions) and 1.1502-76(b)(2)(vi) (determined using the closing of the books method) (with no election under Treas. Regulation Section 1.1502-76T(b)(2)(ii)(D)). Parent and Purchaser agree that (x) pursuant prior to Treas. Regulation Section 1.1502-76(b)(1)(i), any 2006 Coop Dividends and any 2007 Coop Dividends shall be reported on Parent’s consolidated federal income Tax Return and (y) pursuant to Treas. Regulation Section 1.1502-76(b)(1)(ii)(B), interest deductions of any Transferred Company or its Subsidiary arising on the Closing Date in connection with any of the Debt Financing the expense of which is economically borne by Purchaser shall be reported on the U.S. federal (and, if applicable, state and local) Income Tax Return of Purchaser and the Transferred Companies for the taxable period that begins after the Closing Date. (b) PurchaserBuyer, the Transferred Companies, the Subsidiaries and the Affiliates of the Companies and their respective the Subsidiaries shall, except to the extent that such Tax Returns are the responsibility of Parent under Section 7.4(a) and subject to Section 7.4(c), shall file all other Tax Returns with respect to the Transferred Companies and their respective Companies, the Subsidiaries and the Transferred IP. (c) Except to Affiliates of the extent not permitted by law, in the case of any Tax Return which Purchaser is responsible for preparing under Section 7.4(b) for a Pre-Closing Period or a Straddle Period that could have an adverse impact on Parent or any of its Affiliates, Purchaser shall, or shall cause the Transferred Companies and their respective Subsidiaries tothe Subsidiaries; provided, prepare such Tax Return consistent with however, that the past practices, elections, and methods of Sell- ers shall pay the Transferred Companies and their respective Subsidiaries unless otherwise consented to by Parent in writing (not to be unreasonably withheld, conditioned appropriate Company or delayed), and deliver to Parent for its review and comment a copy of such proposed Tax Return Subsidiary at least forty (40) five days prior to the due date (giving effect to of such Return any validly obtained extension thereof)Taxes payable in connection with such Return for which the Sellers are liable under Section 7.7 hereof. In The Sellers shall pay the event appropriate Company or Subsidiary the amount of any dispute between Parent and Purchaser Tax for which the Sellers are liable under Section 7.7 hereof in connection with respect any audit, examination, contest or litigation at least five days prior to any such Tax Return that remains unresolved after five (5) Business Days from the date such Tax Return is made available for review, the parties shall submit such dispute Taxes are required to a mutually acceptable Person; provided that if the parties do not agree on such Person within three (3) days after the end of such five (5) Business Day period, Parent or Purchaser may request the American Arbitration Association to select a panel of three qualified tax experts that have no material relationship with any party to this Agreement or any of its Affiliates to resolve any remaining disagreement (such mutually agreed Person or panel, the “Tax Arbiter”). The Tax Arbiter shall determine, in accordance with the terms of this Agreement, based solely on presentations by Parent and Purchaser, and not by independent review, those items in dispute on the Tax Return and shall render a written report as be paid to the resolution, in accordance with the terms of this Agreement, of each dispute, it being understood that the parties hereto will request the Tax Arbiter to render its written report promptly, but no more than ten (10) Business Days after its engagement. The fee of the Tax Arbiter shall be borne fifty percent (50%) by Parent and fifty percent (50%) by Purchaser. Purchaser shall not file any amended Tax Return with respect to Income Taxes for a Pre-Closing Period without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding any other provision herein, Purchaser shall file any claims or related documentation in respect of any potential Private Label Sales Tax Refunds as Parent may reasonably request and in such manner as Parent may reasonably request. Except as required by a change in law or with the written consent of Parent (not to be unreasonably withheld, conditioned or delayed), Purchaser shall prepare and file all Tax Returns consistent with, and take no position or action inconsistent with, the treatment that the Coop is a cooperative subject to the provisions of Subchapter T of Chapter 1 of Subtitle A of the Code for all Pre-Closing Periodsapplicable Taxing Authority.