Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party incurring the same, including, without limitation, legal and accounting fees, costs and expenses. (b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets to Buyer shall be borne by Buyer. Seller shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales and use taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by the ownership of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes (including any applicable penalties and interest) and assessed against the Assets by any taxing authority for any period prior to the Effective Time, and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against the Assets by any taxing authority for any period that begins on or after the Effective Time. For purposes of this Agreement, the foregoing proration of ad valorem and property taxes shall be accomplished at the Closing based on the ratio of the number of days in the year prior to (for Seller) and on and after (for Buyer) the Effective Time to the total number of days in the year as applied to the amount of ad valorem and property taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all or a portion of the ad valorem and property taxes to the taxing authorities for the current tax year.
Appears in 5 contracts
Samples: Purchase and Sale Agreement (Petroquest Energy Inc), Purchase and Sale Agreement (Petroquest Energy Inc), Purchase and Sale Agreement (Petroquest Energy Inc)
Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer BG or Seller EXCO in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party Party incurring the same, including, without limitation, including legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignments, conveyances or other instruments required to convey evidence title to the Assets to Buyer in a Reorganized Entity shall be allocated to such Reorganized Entity and borne by BuyerBG or EXCO, as applicable, in proportion to their ownership interests in such Reorganized Entity after completing the transactions described in this Agreement. Seller EXCO shall assume responsibility for, and shall bear and pay, all federal income taxesTaxes, state income taxesTaxes, and other similar taxes Taxes (including any applicable interest or penalties) incurred or imposed (i) with respect to the transactions described in this AgreementAgreement and (ii) with respect to the EXCO Subs, for all periods (or portions thereof) ending on or prior to the Closing Date. Buyer BG shall assume responsibility for, and shall bear and pay, all state sales and use taxes Taxes (including any applicable interest or penalties) incurred or imposed with respect to the transfer of Assets to a Reorganized Entity to the extent of its ownership interests in such Reorganized Entity after completing the transactions described in this Agreement. Seller EXCO shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by Asset Taxes assessed with respect to the ownership and operation of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes Subject Interests for (including any applicable penalties and interestA) and assessed against the Assets by any taxing authority for any period ending prior to the Effective Time, Time and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against the Assets (B) any Straddle Period multiplied by any taxing authority for any period that begins on or after the Effective Time. For purposes of this Agreementa fraction, the foregoing proration numerator of ad valorem and property taxes shall be accomplished at the Closing based on the ratio of which is the number of days in the year Straddle Period ending immediately prior to (for Seller) and on and after (for Buyer) the Effective Time to and the total denominator of which is the number of days in the year as applied entire Straddle Period. All Asset Taxes with respect to the ownership or operation of the Subject Interests arising on or after the Effective Time (including all Straddle Period Taxes not apportioned to EXCO in the preceding sentence) shall be allocated to and borne by BG and EXCO in accordance with their proportionate direct and indirect ownership of the Assets as determined after the transactions contemplated by this Agreement have been completed. Upon determination of the actual amount of ad valorem and property taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. Buyer Asset Taxes, EXCO shall be responsible for payment pay to the taxing authorities of all ad valorem and property taxes for the current year, except BG to the extent Seller has paid all or a portion not taken into account in the Final Settlement Statement any additional amount necessary to equal EXCO’s share of the ad valorem Asset Taxes.
(c) EXCO shall prepare and property taxes timely file any Tax returns of EXCO PA and EXCO WV that are required to be filed for any period that ends on or before the taxing authorities Closing Date and shall pay any Taxes required to be paid with respect to such Tax Returns. In addition, EXCO shall timely file any return with respect to Asset Taxes due after the Effective Time and on or before the Closing Date (a “Pre-Closing Asset Tax Return”) and shall pay any Asset Taxes shown due and owing on such Pre-Closing Asset Tax Return, subject to EXCO’s right of reimbursement for the current tax yearany Asset Taxes for which BG is responsible under Section 15.2(b). Within 15 days prior to filing, EXCO shall deliver to BG a draft of any such Pre-Closing Asset Tax Return for BG’s review and approval (which approval will not be unreasonably withheld or delayed).
Appears in 3 contracts
Samples: Membership Interest Transfer Agreement, Membership Interest Transfer Agreement, Membership Interest Transfer Agreement (Exco Resources Inc)
Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party Party incurring the same, including, without limitation, including legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignmentsassignments (including the Assignment), conveyances or other instruments required to convey title to the Assets Conveyed Interests to Buyer shall be borne by Buyer. Seller shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) incurred or imposed on Seller or the Selling Subsidiaries with respect to the ownership of the Assets through the Closing Date and the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales and use taxes and transfer and similar taxes (including any applicable interest or penalties) (the “Transfer Taxes”) incurred or imposed with respect to the transactions described in this Agreement. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by Asset Taxes assessed with respect to the ownership and operation of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes Conveyed Interests for (including any applicable penalties and interesti) and assessed against the Assets by any taxing authority for any period ending prior to the Effective Time, Time and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against the Assets (ii) any Straddle Period multiplied by any taxing authority for any period that begins on or after the Effective Time. For purposes of this Agreementa fraction, the foregoing proration numerator of ad valorem and property taxes shall be accomplished at the Closing based on the ratio of which is the number of days in the year Straddle Period ending immediately prior to (for Seller) and on and after (for Buyer) the Effective Time to and the total denominator of which is the number of days in the year as applied entire Straddle Period. All Asset Taxes with respect to the ownership or operation of the Conveyed Interests arising on or after the Effective Time (including all Straddle Period Taxes not apportioned to Seller) shall be allocated to and borne by Buyer. Upon determination of the actual amount of Asset Taxes, Seller shall promptly pay to Buyer any additional amount necessary to equal Seller’s share of the Asset Taxes. In the event the amount of ad valorem and property taxes for the most recent year for which Asset Taxes paid by Seller exceeds Seller’s share of Asset Taxes, Buyer promptly shall pay the amount of any such taxes can excess to Seller.
(c) Seller shall timely file any return with respect to Asset Taxes due on or before the Effective Time or that otherwise relates solely to periods before the Effective Time (a “Pre-Closing Asset Tax Return”) and shall pay any Asset Taxes shown due and owing on such Pre-Closing Asset Tax Return, subject to Seller’s right of reimbursement for any Asset Taxes for which Buyer is responsible under Section 14.2(b). Within fifteen (15) days prior to filing, Seller shall deliver to Buyer a draft of any such Pre-Closing Asset Tax Return for Buyer’s review and approval (which approval will not be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all unreasonably withheld or a portion of the ad valorem and property taxes to the taxing authorities for the current tax yeardelayed).
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Atlas Energy, Inc.), Purchase and Sale Agreement (Atlas Energy Resources, LLC)
Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party Party incurring the same, including, without limitation, including legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets Conveyed Interests to Buyer shall be borne by Buyer. Seller shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales and use taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by Asset Taxes assessed with respect to the ownership and operation of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes Conveyed Interests for (including any applicable penalties and interesti) and assessed against the Assets by any taxing authority for any period ending prior to the Effective Time, Time and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against the Assets (ii) any Straddle Period multiplied by any taxing authority for any period that begins on or after the Effective Time. For purposes of this Agreementa fraction, the foregoing proration numerator of ad valorem and property taxes shall be accomplished at the Closing based on the ratio of which is the number of days in the year Straddle Period ending immediately prior to (for Seller) and on and after (for Buyer) the Effective Time to and the total denominator of which is the number of days in the year as applied entire Straddle Period. All Asset Taxes with respect to the ownership or operation of the Conveyed Interests arising on or after the Effective Time (including all Straddle Period Taxes not apportioned to Seller) shall be allocated to and borne by Buyer. To the extent the actual amount of Asset Taxes is not determinable at Closing, Buyer and Seller shall utilize the most recent information available in estimating the amount of ad valorem Asset Taxes for purposes of Sections 3.3(a)(iii) and property taxes for 3.3(b)(v). Upon determination of the most recent year for which actual amount of Asset Taxes, Seller shall pay to Buyer to the extent not taken into account in the Final Settlement Statement any additional amount necessary to equal Seller’s share of the Asset Taxes. In the event the amount of such taxes can be finally determined Asset Taxes paid by Seller or included as a reduction to the Closing Cash Consideration pursuant to Section 3.3(b)(v) at the Closing. Closing exceeds Seller’s share of Asset Taxes, Buyer shall pay the amount of any such overage to Seller.
(c) Seller shall timely file any return with respect to Asset Taxes due after the Effective Time and on or before the Closing Date (a “Pre-Closing Asset Tax Return”) and shall pay any Asset Taxes shown due and owing on such Pre-Closing Asset Tax Return, subject to Seller’s right of reimbursement for any Asset Taxes for which Buyer is responsible under Section 15.2(b). Within fifteen (15) days prior to filing, Seller shall deliver to Buyer a draft of any such Pre-Closing Asset Tax Return for Buyer’s review and approval (which approval will not be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all unreasonably withheld or a portion of the ad valorem and property taxes to the taxing authorities for the current tax yeardelayed).
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Exco Resources Inc)
Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party incurring the same, including, without limitation, legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses expenses, including filing fees, in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets to Buyer shall be borne by Buyer. Seller shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, taxes and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales sales, use, excise, real property transfer, gross receipts, goods and use services, registration, capital, documentary, stamp or other transfer taxes (including any applicable interest interest, or penaltiespenalties or additional amounts which may be imposed with respect thereto) incurred by or imposed upon Seller with respect to the transactions described in this Agreement. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by the ownership of the Assets, the production of Hydrocarbons, Hydrocarbons or the receipt of proceeds therefrom, but exclusive of income taxes (including any applicable penalties and interest) and assessed against the Assets by any taxing authority for any period prior to the Effective Time, and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against the Assets by any taxing authority for any period that begins on or after the Effective Time. For purposes of this Agreement, the foregoing proration of ad valorem and property taxes shall be accomplished at the Closing based on the ratio of the number of days in the year prior to (for Seller) and on and after (for Buyer) the Effective Time to the total number of days in the year as applied to the amount of ad valorem and property taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all or a portion of the ad valorem and property taxes to the taxing authorities for the current tax year.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (W&t Offshore Inc), Purchase and Sale Agreement (Callon Petroleum Co)
Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party incurring the same, including, without limitation, legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses expenses, including HSR filing fees, in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets to Buyer shall be borne by Buyer. Seller shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, taxes and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales and use taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by the ownership of the Assets, the production of Hydrocarbons, Hydrocarbons or the receipt of proceeds therefrom, but exclusive of income taxes (including any applicable penalties and interest) and assessed against the Assets by any taxing authority for any period prior to the Effective Time, and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against the Assets by any taxing authority for any period that begins on or after the Effective Time. For purposes of this Agreement, the foregoing proration of ad valorem and property taxes shall be accomplished at the Closing based on the ratio of the number of days in the year prior to (for Seller) and on and after (for Buyer) the Effective Time to the total number of days in the year as applied to the amount of ad valorem and property taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all or a portion of the ad valorem and property taxes to the taxing authorities for the current tax year.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Houston Exploration Co), Purchase and Sale Agreement (Houston Exploration Co)
Expenses and Taxes. (a) Except as otherwise specifically provided, all All fees, costs and expenses incurred by Sellers or Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party Person incurring the same, including, without limitation, legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignmentsassignments (including the Assignment), conveyances or other instruments required to convey title to the Assets to Buyer shall be borne by Buyer. Each Seller shall assume responsibility remain responsible for, and shall bear and pay, all federal income taxesIncome Taxes incurred by or imposed on such Seller, state income taxesits direct or indirect owners or Affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect no such Taxes shall be taken into account as adjustments to the transactions described in this AgreementPurchase Price under Section 3.3. Buyer shall assume responsibility for, and shall bear and pay, all state sales sales, use, transfer and use taxes (including any applicable interest or penalties) similar Taxes incurred or imposed with respect to the transactions described in this AgreementAgreement (the “Transfer Taxes”). Each Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by the ownership of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes (including any applicable penalties and interest) and assessed against the Assets by any taxing authority for any period prior to the Effective Time, and Buyer shall be remain responsible for, and shall bear and pay, all Asset Taxes attributable for such taxes and assessments assessed against the Assets by any taxing authority Seller for (i) any period that begins ending on or after before the Effective Time, and (ii) the portion of any Straddle Period ending at the Effective Time. All Asset Taxes arising after the Effective Time (including all Straddle Period Asset Taxes not apportioned to Sellers) shall be allocated to and borne by Buyer. Upon determination of the actual amount of Asset Taxes, to the extent not taken into account under Section 3.3, payments will be made to cause the appropriate Party to bear the Asset Taxes allocable to such Person under this Section 15.2(b). For purposes of this Agreementallocation among the Parties of Asset Taxes that are payable with respect to Straddle Periods, (A) Asset Taxes that are attributable to the foregoing proration severance or production of ad valorem and property taxes Hydrocarbons shall be accomplished allocated to the period in which the severance or production giving rise to such Asset Taxes occurred, (B) Asset Taxes that are based upon or related to income or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (A) or (C)), shall be allocated to the period in which the transaction giving rise to such Asset Taxes occurred, and (C) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending at the Closing Effective Time and the portion of such Straddle Period beginning immediately following the Effective Time by prorating each such Asset Tax based on the ratio of the number of days in the year prior to (for Seller) and applicable Straddle Period that occur on and after (for Buyer) or before the day on which the Effective Time to occurs, on the total one hand, and the number of days in such Straddle Period that occur after the year as applied to the amount of ad valorem and property taxes for the most recent year for day on which the amount of Effective Time occurs, on the other hand.
(c) Sellers shall timely file any Tax Return with respect to Asset Taxes due on or before the Closing Date or that otherwise relates solely to periods before the Closing Date (a “Pre-Closing Tax Return”) and shall pay any Asset Taxes shown due and owing on such taxes can Pre-Closing Tax Return. From and after the Closing Date, Buyer shall timely file any Tax Returns with respect to Asset Taxes required to be finally determined at filed after the Closing. Buyer Closing Date, including for any Straddle Period (a “Post-Closing Tax Return”), and, subject to Buyer’s indemnification rights under Article VIII, shall be responsible for the payment to the taxing authorities applicable Taxing Authorities of all ad valorem Asset Taxes that become due and property taxes payable after the Closing Date. Buyer shall file any Post-Closing Tax Return in a manner consistent with past practice except as otherwise required by Law. The Parties agree that (i) this Section 15.2(c) is intended to solely address the timing and manner in which certain Tax Returns relating to Asset Taxes are filed and the Asset Taxes shown thereon are paid to the applicable Taxing Authority, and (ii) nothing in this Section 15.2(c) shall be interpreted as altering the manner in which Asset Taxes are allocated to and economically borne by the Parties.
(d) Any payments made to any Party pursuant to Article VIII shall constitute an adjustment of the Purchase Price for the current year, except Tax purposes and shall be treated as such by Buyer and Sellers on their Tax Returns to the extent Seller has paid all or a portion of the ad valorem permitted by applicable Law.
(e) The Parties shall cooperate fully, as and property taxes to the taxing authorities extent reasonably requested in connection with the filing of any Tax Returns, the qualification for any exemption or reduction in Tax that may be available, any audit, litigation or other proceeding with respect to these matters for the current tax yearAssets. Such cooperation shall include the retention of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer agrees to allow access (upon request) to the Assets by Seller’s Representative and their auditors and State or Federal representatives relevant to any such audit, litigation or other proceeding.
Appears in 1 contract
Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party incurring the same, including, without limitation, legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignmentsAssignments, conveyances or other instruments required to convey title to the Assets to Buyer shall be borne by Buyer. Seller shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, taxes and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales sales, use, excise, real property transfer, gross receipts, goods and use services, registration, capital, documentary, stamp or other transfer taxes (including any applicable interest interest, or penaltiespenalties or additional amounts which may be imposed with respect thereto) incurred by or imposed upon Seller with respect to the transactions described in this Agreement. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by the ownership of the Assets, the production of Hydrocarbons, Hydrocarbons or the receipt of proceeds therefrom, but exclusive of income taxes (including any applicable penalties and interest) and assessed against the Assets by any taxing authority for any period prior to the Effective Time, and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against the Assets by any taxing authority for any period that begins on or after the Effective Time. For purposes of this Agreement, the foregoing proration of ad valorem and property taxes shall be accomplished at the Closing based on the ratio of the number of days in the year prior to (for Seller) and on and after (for Buyer) the Effective Time to the total number of days in the year as applied to the amount of ad valorem and property taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. .
(c) Seller and Buyer shall be responsible for payment cooperate in the preparation and filing of all tax returns relating to the taxing authorities transactions contemplated herein or for tax periods which straddle the Effective Time and/or the Closing Date, including United States Internal Revenue Service Form 8594, pursuant to Temporary Treasury Regulation section 1.1060-1T, to report the allocation of all ad valorem the Purchase Price among the Properties. To the extent required by Code Section 1060 and property taxes any Treasury Regulations promulgated thereunder, any such allocations shall be consistent with the Allocated Values as set forth in Schedule 3.8. Seller has accepted such Allocated Values for purposes of this Agreement and the current yeartransactions contemplated hereby, except but makes no representations or warranties as to the extent Seller has paid all or a portion accuracy of the ad valorem and property taxes to the taxing authorities for the current tax yearsuch values.
Appears in 1 contract
Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Seller or Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party Person incurring the same, including, without limitation, legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignmentsassignments (including the Assignments), conveyances or other instruments required to convey title to the Assets to Buyer shall be borne by Buyer. Seller RTP or EAOC, as applicable, shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) Income Tax Liability incurred or imposed on Seller with respect to the ownership of the RTP Assets or the EAOC Assets, respectively, through the Closing Date and the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales and use taxes Taxes and transfer and similar Taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this AgreementAgreement (the “Transfer Taxes”). Seller RTP or EAOC, as applicable, shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by Property Taxes assessed with respect to the ownership and operation of the RTP Assets or the EAOC Assets, the production of Hydrocarbonsrespectively, or the receipt of proceeds therefrom, but exclusive of income taxes for (including any applicable penalties and interesti) and assessed against the Assets by any taxing authority for any period ending prior to the Effective Time, and Buyer shall be responsible for(ii) the portion of any Straddle Period ending immediately prior to the Effective Time. All Property Taxes with respect to the ownership or operation of the RTP Assets or the EAOC Assets, and shall bear and payas applicable, all such taxes and assessments assessed against the Assets by any taxing authority for any period that begins arising on or after the Effective Time (including all Straddle Period Property Taxes not apportioned to RTP or EAOC, as applicable) shall be allocated to and borne by Buyer. Upon determination of the actual amount of Property Taxes, payments will be made to the extent necessary to cause the appropriate Party to bear the Property Taxes allocable to such Person under this Section 15.2(b). For purposes of allocation between the Parties of Property Taxes that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (i) in the case of Taxes that are based upon or related to income or receipts or imposed on a transactional basis, be deemed equal to the amount that would be payable if the Tax year or period ended immediately prior to the Effective Time; and (ii) in the case of other Taxes, be allocated pro rata per day between the period immediately prior to the Effective Time and the period beginning on the Effective Time. For purposes of this Agreementclause (i) of the preceding sentence, the foregoing proration of ad valorem and property taxes any exemption, deduction, credit or other item that is calculated on an annual basis shall be accomplished at allocated pro rata per day between the Closing based on the ratio of the number of days in the year period ending immediately prior to (for Seller) and on and after (for Buyer) the Effective Time and the period beginning on the Effective Time.
(c) Seller shall timely file any Tax Return with respect to Property Taxes due on or before the total number Closing Date or that otherwise relates solely to periods before the Closing Date
(a “ Pre-Closing Tax Return”) and shall pay any Property Taxes shown due and owing on such Pre-Closing Property Tax Return, subject to Seller’s right of days in the year as applied to the amount of ad valorem and property taxes reimbursement for the most recent year any Property Taxes for which the amount Buyer is responsible under Section 15.2(b). Within 15 days prior to filing, Seller shall deliver to Buyer a draft of any such taxes can Pre-Closing Tax Return for Buyer’s review and approval (which approval will not be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all unreasonably withheld or a portion of the ad valorem and property taxes to the taxing authorities for the current tax yeardelayed).
Appears in 1 contract
Samples: Purchase and Sale Agreement
Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Seller or Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party Person incurring the same, including, without limitation, legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignmentsassignments (including the Assignments), conveyances or other instruments required to convey title to the Assets to Buyer shall be borne by Buyer. Seller RTP or EAOC, as applicable, shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) Income Tax Liability incurred or imposed on Seller with respect to the ownership of the RTP Assets or the EAOC Assets, respectively, through the Closing Date and the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales and use taxes Taxes and transfer and similar Taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this AgreementAgreement (the “Transfer Taxes”). Seller RTP or EAOC, as applicable, shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by Property Taxes assessed with respect to the ownership and operation of the RTP Assets or the EAOC Assets, the production of Hydrocarbonsrespectively, or the receipt of proceeds therefrom, but exclusive of income taxes for (including any applicable penalties and interesti) and assessed against the Assets by any taxing authority for any period ending prior to the Effective Time, and Buyer shall be responsible for(ii) the portion of any Straddle Period ending immediately prior to the Effective Time. All Property Taxes with respect to the ownership or operation of the RTP Assets or the EAOC Assets, and shall bear and payas applicable, all such taxes and assessments assessed against the Assets by any taxing authority for any period that begins arising on or after the Effective Time (including all Straddle Period Property Taxes not apportioned to RTP or EAOC, as applicable) shall be allocated to and borne by Buyer. Upon determination of the actual amount of Property Taxes, payments will be made to the extent necessary to cause the appropriate Party to bear the Property Taxes allocable to such Person under this Section 15.2(b). For purposes of allocation between the Parties of Property Taxes that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (i) in the case of Taxes that are based upon or related to income or receipts or imposed on a transactional basis, be deemed equal to the amount that would be payable if the Tax year or period ended immediately prior to the Effective Time; and (ii) in the case of other Taxes, be allocated pro rata per day between the period immediately prior to the Effective Time and the period beginning on the Effective Time. For purposes of this Agreementclause (i) of the preceding sentence, the foregoing proration of ad valorem and property taxes any exemption, deduction, credit or other item that is calculated on an annual basis shall be accomplished at allocated pro rata per day between the Closing based on the ratio of the number of days in the year period ending immediately prior to (for Seller) and on and after (for Buyer) the Effective Time and the period beginning on the Effective Time.
(c) Seller shall timely file any Tax Return with respect to Property Taxes due on or before the total number of days in Closing Date or that otherwise relates solely to periods before the year as applied to the amount of ad valorem and property taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all or a portion of the ad valorem and property taxes to the taxing authorities for the current tax year.Closing Date
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Expenses and Taxes. (a) Except as otherwise specifically providedset forth in Sections 3.5(f), 3.5(h) and 6.13(b) and below, each of Seller and Purchaser shall pay all fees, costs fees and expenses incurred by Buyer or Seller it in negotiating connection with this Agreement and the transactions contemplated by this Agreement; provided however, that Seller and Purchaser agree that all applicable Conveyance Taxes that may be imposed upon, or payable or collectible or incurred in consummating connection with, this Agreement and the transactions contemplated by this Agreement shall be paid borne 50% by Seller and 50% by Purchaser and all refunds, credits, rebates or other reductions of such Taxes shall be allocated 50% to Seller and 50% to Purchaser. Each of Seller and Purchaser agrees to file all necessary documentation (including all Tax Returns) with respect to such Taxes in a timely manner. Seller and Purchaser shall reasonably cooperate in reducing or obtaining exemptions from the party incurring the same, including, without limitation, legal and accounting fees, costs and expensesassessment of any Conveyance Taxes.
(b) All With respect to the Transferred Employees, Purchaser shall notify Seller as to which procedure set forth in Revenue Procedure 2004-53, 2004-34 I.R.B. 320, will be followed. Purchaser shall notify Seller on or before the later of 90 calendar days after the Closing Date or the earliest date Seller could be required documentaryto file any Tax Return that could be affected by such decision of Purchaser.
(c) After the Closing, Purchaser and Seller shall reasonably cooperate in the filing of any Tax Returns, to the extent such filing requires providing each other with necessary records and recording fees documents relating to the Purchased Assets or the Business or providing access to employees on a mutually convenient basis. Seller and expenses Purchaser shall reasonably cooperate in the same manner in defending or resolving any Tax audit, examination or Tax-related litigation. Any information obtained under this Section 10.1 shall be kept confidential, except as may be otherwise necessary in connection with dealing with a Governmental Authority.
(d) At the filing other party's request, Seller or Purchaser, as the case may be, shall use reasonable efforts to obtain and recording deliver to the other party any Tax clearance certificates available from the relevant taxing authorities.
(e) The covenants and agreements of the assignments, conveyances or other instruments required to convey title to parties hereto contained in this Section 10.1 and any related rights of indemnification shall survive the Assets to Buyer shall be borne by Buyer. Seller shall assume responsibility for, Closing and shall bear remain in full force and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to effect until 60 days after the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales and use taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by the ownership expiration of the Assetsapplicable statute of limitations on an assessment or collection of Tax, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes (including any applicable penalties and interest) and assessed against the Assets by any taxing authority for any period prior as such may be extended from time to the Effective Time, and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against the Assets by any taxing authority for any period that begins on or after the Effective Time. For purposes of this Agreement, the foregoing proration of ad valorem and property taxes shall be accomplished time at the Closing based on the ratio request of the number of days in the year prior to (for Seller) and on and after (for Buyer) the Effective Time to the total number of days in the year as applied to the amount of ad valorem and property taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all or a portion of the ad valorem and property taxes to the taxing authorities for the current tax yearany Governmental Authority.
Appears in 1 contract
Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer BG or Seller EXCO in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party Party incurring the same, including, without limitation, including legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets Contributed Interests to Buyer the Company shall be borne by Buyerthe Company. Seller EXCO shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Buyer The Company shall assume responsibility for, and shall bear and pay, all state sales and use taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Seller EXCO shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by Asset Taxes assessed with respect to the ownership and operation of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes Subject Assets for (including i) any applicable penalties and interest) and assessed against the Assets by any taxing authority for any taxable period ending prior to the Effective TimeTime and (ii) any Straddle Period in an amount equal to the Asset Taxes imposed for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending immediately prior to the Effective Time and Buyer the denominator of which is the number of days in the entire Straddle Period. All Asset Taxes with respect to the ownership or operation of the Subject Assets arising on or after the Effective Time (including all Straddle Period Asset Taxes not apportioned to EXCO) shall be allocated to and borne by the Company. To the extent the actual amount of Asset Taxes is not determinable at Closing, the Company and EXCO shall utilize the most recent information available in estimating the amount of Asset Taxes for purposes of Sections 3.2(a)(iii) and 3.2(b)(iv). Upon determination of the actual amount of Asset Taxes, EXCO shall pay to the Company to the extent not taken into account in the Final Settlement Statement any additional amount necessary to equal EXCO’s share of the Asset Taxes. In the event the amount of Asset Taxes paid by EXCO or included as a reduction to the Closing Cash Contribution pursuant to Section 3.2(b)(iv) at Closing exceeds EXCO’s share of Asset Taxes, the Company shall pay the amount of any such overage to EXCO.
(c) EXCO shall timely file any return with respect to Asset Taxes due on or before the Closing Date (a “Pre-Closing Asset Tax Return”) and shall pay any Asset Taxes shown due and owing on such Pre-Closing Asset Tax Return, subject to EXCO’s right of reimbursement for any Asset Taxes for which the Company is responsible under Section 15.2(b). Within thirty (30) days prior to filing, EXCO shall deliver to BG a draft of any such Pre-Closing Asset Tax Return for BG’s review and approval.
(d) EXCO shall assume responsibility for, and shall bear and pay, all such taxes Taxes (other than Asset Taxes) assessed with respect to the ownership and assessments assessed against operation of the Subject Assets by any taxing authority or ownership of the Contributed Companies for (i) any period that begins ending prior to the Effective Time and (ii) any Straddle Period to the extent such Taxes relate to the period before the Effective Time, determined using an interim closing of the books method. All Taxes with respect to the ownership or operation of the Subject Assets or ownership of the Contributed Interests arising on or after the Effective Time. For purposes of this Agreement, the foregoing proration of ad valorem and property taxes Time (including all such Straddle Period Taxes not apportioned to EXCO) shall be accomplished at allocated to and borne by the Company.
(e) EXCO shall timely file any return with respect to Taxes (other than Asset Taxes) due on or before the Closing based Date and shall pay any Taxes shown due and owing on the ratio such Tax return, subject to EXCO’s right of the number of days in the year prior to (reimbursement for Seller) and on and after (for Buyer) the Effective Time to the total number of days in the year as applied to the amount of ad valorem and property taxes for the most recent year any Taxes for which the amount Company is responsible under Section 15.2(a). Within thirty (30) days prior to filing, EXCO shall deliver to BG a draft of any such taxes can be finally determined at Tax return for BG’s review and approval. EXCO shall include income earned by the Closing. Buyer shall be responsible for payment Contributed Companies through the day prior to the taxing authorities of all ad valorem Closing Date on a combined Texas franchise tax report that includes EXCO and property taxes the Contributed Companies; and, the Company shall file a separate combined Texas franchise tax report including the income earned by the Contributed Companies for the current year, except to period commencing on the extent Seller has paid all or a portion of the ad valorem and property taxes to the taxing authorities for the current tax yearClosing Date.
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Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party Party incurring the same, including, without limitation, including legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignmentsassignments (including the Conveyances), conveyances or other instruments required to convey title to the Assets Conveyed Interests to Buyer shall be borne by Buyerboth Parties in equal shares. Seller shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) incurred or imposed on Seller with respect to the ownership of the Assets through the Closing Date and the transactions described in this Agreement. Buyer shall assume responsibility forAll state, county and shall bear and pay, all state local sales and use taxes and transfer and similar taxes (including any applicable interest or penalties) (the “Transfer Taxes”) incurred or imposed with respect to the transactions described contemplated in this AgreementSection 2.1 shall be borne equally by Seller and Buyer. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by Asset Taxes assessed with respect to the ownership and operation of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes Conveyed Interests for (including any applicable penalties and interesti) and assessed against the Assets by any taxing authority for any period ending prior to the Effective Time, Time and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against the Assets (ii) any Straddle Period multiplied by any taxing authority for any period that begins on or after the Effective Time. For purposes of this Agreementa fraction, the foregoing proration numerator of ad valorem and property taxes shall be accomplished at the Closing based on the ratio of which is the number of days in the year Straddle Period ending immediately prior to (for Seller) and on and after (for Buyer) the Effective Time to and the total denominator of which is the number of days in the year as applied entire Straddle Period. All Asset Taxes with respect to the ownership or operation of the Conveyed Interests arising on or after the Effective Time (including all Straddle Period Taxes not apportioned to Seller) shall be allocated to and borne by Buyer. Upon determination of the actual amount of Asset Taxes, Seller shall promptly pay to Buyer any additional amount necessary to equal Seller’s share of the Asset Taxes. In the event the amount of ad valorem and property taxes for the most recent year for which Asset Taxes paid by Seller exceeds Seller’s share of Asset Taxes, Buyer promptly shall pay the amount of any such taxes can excess to Seller.
(c) Seller shall timely file any return with respect to Asset Taxes due on or before the Closing or that otherwise relates solely to periods before the Closing (a “Pre-Closing Asset Tax Return”) and shall pay any Asset Taxes shown due and owing on such Pre-Closing Asset Tax Return, subject to Seller’s right of reimbursement for any Asset Taxes for which Buyer is responsible under Section 14.2(b). Not less than fifteen (15) days prior to filing, Seller shall deliver to Buyer a draft of any such Pre-Closing Asset Tax Return for Buyer’s review and approval (which approval will not be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all unreasonably withheld or a portion of the ad valorem and property taxes to the taxing authorities for the current tax yeardelayed).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Gastar Exploration LTD)
Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Seller or Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party Person incurring the same, including, without limitation, legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignmentsassignments (including the Assignments), conveyances or other instruments required to convey title to the Assets to Buyer shall be borne 50% by each of Seller and Buyer. To the extent that any sales, transfer, stamp, registration, use or similar Taxes (the “Transfer Taxes”) are payable by reason of the sale of the Assets under this Agreement, such Transfer Taxes shall be borne 50% by each of Seller and Buyer. The Parties shall cooperate with one another in the preparation of any Tax Returns and other related documentation with respect to such Transfer Taxes (including any exemption certificates and forms as each may request to establish an exemption from (or otherwise reduce) or make a report with respect to Transfer Taxes). Any expenses, fees or costs incurred in connection with preparing or filing such Tax Returns shall be borne and paid 50% by each of Seller and Buyer. Seller shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) incurred or imposed Property Taxes assessed with respect to the transactions described in this Agreement. Buyer shall assume responsibility for, ownership and shall bear and pay, all state sales and use taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by the ownership operation of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes Assets for (including any applicable penalties and interesti) and assessed against the Assets by any taxing authority for any period ending prior to the Effective Time, and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against (ii) the portion of any Straddle Period ending immediately prior to the Effective Time. All Property Taxes with respect to the ownership or operation of the Assets by any taxing authority for any period that begins arising on or after the Effective Time (including all Straddle Period Property Taxes not apportioned to Seller) shall be allocated to and borne by Buyer. For purposes of allocation between the Parties of Property Taxes that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (A) in the case of Property Taxes that are attributable to the severance or production of Hydrocarbons, be allocated to the period in which the severance or production giving rise to such Property Taxes occurred, (B) in the case of Taxes that are based upon or related to income or receipts or imposed on a transactional basis (other than Property Taxes described in clause (A) above), be deemed equal to the amount that would be payable if the Tax year or period ended immediately prior to the Effective Time; and (C) in the case of other Property Taxes, including ad valorem, property or other Property Taxes imposed on a periodic basis, be allocated pro rata per day between the period immediately prior to the Effective Time and the period beginning on the Effective Time. For purposes of this Agreementclarity, the foregoing proration Impact Fees for 2016, payable in 2017, will be allocable 100% to Seller. To the extent the actual amount of ad valorem and property taxes shall be accomplished a Property Tax is not known at the Closing based on time an adjustment is to be made with respect to such Property Tax pursuant to Section 3.4 or Section 3.5, the ratio of the number of days in the year prior to (for Seller) and on and after (for Buyer) the Effective Time to the total number of days in the year as applied to the amount of ad valorem and property taxes for Parties shall utilize the most recent year for which information available in estimating the amount of such taxes can Property Tax for purposes of such adjustment. Upon determination of the actual amount of any such Property Tax, payments will be finally determined at the Closing. made between Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except Seller to the extent necessary to cause the appropriate Party to bear the Property Taxes allocable to such Person under this Section 15.2(b).
(c) Seller has paid all shall timely file any Tax Return with respect to Property Taxes due on or before the Closing Date or that otherwise relates solely to periods before the Closing Date (a portion “Pre-Closing Tax Return”) and shall pay any Property Taxes shown due and owing on such Pre-Closing Tax Return, subject to Seller’s right of the ad valorem reimbursement for any Property Taxes for which Buyer is responsible under Section 15.2(b). Within fifteen (15) days prior to filing any such Pre-Closing Tax Return, Seller shall deliver to Buyer a draft of such Pre-Closing Tax Return for Buyer’s review and property taxes to the taxing authorities for the current tax yearapproval (which approval will not be unreasonably withheld or delayed).
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Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party Party incurring the same, including, without limitation, including legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets Conveyed Interests to Buyer shall be borne by BuyerXxxxx. Seller shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales and use taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by Asset Taxes assessed with respect to the ownership and operation of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes Conveyed Interests for (including any applicable penalties and interesti) and assessed against the Assets by any taxing authority for any period ending prior to the Effective Time, Time and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against the Assets (ii) any Straddle Period multiplied by any taxing authority for any period that begins on or after the Effective Time. For purposes of this Agreementa fraction, the foregoing proration numerator of ad valorem and property taxes shall be accomplished at the Closing based on the ratio of which is the number of days in the year Straddle Period ending immediately prior to (for Seller) and on and after (for Buyer) the Effective Time to and the total denominator of which is the number of days in the year as applied entire Straddle Period. All Asset Taxes with respect to the ownership or operation of the Conveyed Interests arising on or after the Effective Time (including all Straddle Period Taxes not apportioned to Seller) shall be allocated to and borne by Buyer. To the extent the actual amount of Asset Taxes is not determinable at Closing, Buyer and Seller shall utilize the most recent information available in estimating the amount of ad valorem Asset Taxes for purposes of Sections 3.3(a)(iii) and property taxes for 3.3(b)(v). Upon determination of the most recent year for which actual amount of Asset Taxes, Seller shall pay to Buyer to the extent not taken into account in the Final Settlement Statement any additional amount necessary to equal Seller’s share of the Asset Taxes. In the event the amount of such taxes can be finally determined Asset Taxes paid by Seller or included as a reduction to the Closing Cash Consideration pursuant to Section 3.3(b)(v) at the Closing. Closing exceeds Seller’s share of Asset Taxes, Buyer shall pay the amount of any such overage to Seller.
(c) Seller shall timely file any return with respect to Asset Taxes due after the Effective Time and on or before the Closing Date (a “Pre- Closing Asset Tax Return”) and shall pay any Asset Taxes shown due and owing on such Pre-Closing Asset Tax Return, subject to Seller’s right of reimbursement for any Asset Taxes for which Buyer is responsible under Section 15.2(b). Within fifteen (15) days prior to filing, Seller shall deliver to Buyer a draft of any such Pre-Closing Asset Tax Return for Buyer’s review and approval (which approval will not be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all unreasonably withheld or a portion of the ad valorem and property taxes to the taxing authorities for the current tax yeardelayed).
Appears in 1 contract
Samples: Purchase and Sale Agreement
Expenses and Taxes. (a) Except as otherwise specifically providedprovided in this Agreement, all fees, costs and expenses incurred by Seller or Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party Party incurring the same, including, without limitation, including all legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses incurred in connection with the filing and recording of the assignmentsassignments (including the Assignment and Xxxx of Sale), conveyances or other instruments required to convey title to the Assets to Buyer pursuant hereto shall be borne by Buyer. Seller shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales any sales, use, transfer, stamp, and use taxes (including any applicable interest or penalties) similar Taxes incurred or imposed with respect to the transactions described contemplated in this AgreementAgreement (the “Transfer Taxes”).
(c) Each of Seller and Buyer shall pay all income, franchise, margin and similar Taxes imposed on it or any of its Affiliates by Law. After taking into account all Purchase Price adjustments for Certain Direct Asset Taxes (and without duplication of any such adjustments) under Sections 3.3 through 3.6, (i) Seller shall assume retain responsibility for, and shall bear and paybear, all ad valorem, property, severance, production, Taxes attributable to (A) any Tax assessment period ending prior to the Effective Time and similar taxes and assessments based upon or measured by (B) the ownership portion of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes (including any applicable penalties and interest) and assessed against the Assets by any taxing authority for any period Straddle Period ending immediately prior to the Effective Time, and Buyer shall be responsible for, and shall bear and pay, (ii) all such taxes and assessments assessed against the Assets by Taxes attributable to any taxing authority for any Tax assessment period that begins or portion thereof occurring on or after the Effective Time (including all Certain Direct Asset Taxes for Straddle Periods not apportioned to Seller pursuant to clause (i) above) shall be allocated to and borne by Buyer and (iii) upon determination of the actual amounts of Certain Direct Asset Taxes (to the extent such actual amounts were not known and/or used for purposes of determining adjustments for Certain Direct Asset Taxes under Sections 3.3 through 3.6), payments will be made from one Party to the other to the extent necessary to cause each Party to bear the Certain Direct Asset Taxes allocable to such Party under this Section 15.2(c). For purposes of allocation between the Parties of Certain Direct Asset Taxes that are payable with respect to Straddle Periods, the portion of any such Certain Direct Asset Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (A) in the case of Certain Direct Asset Taxes that are based upon or related to income or receipts or imposed on a transactional basis, be deemed equal to the amount that would be payable if the Tax year or period ended immediately prior to the Effective Time and (B) in the case of other Certain Direct Asset Taxes, be allocated pro rata per day between the period immediately prior to the Effective Time and the period beginning on the Effective Time. For purposes of this Agreementclause (A) of the preceding sentence, the foregoing proration of ad valorem and property taxes any exemption, deduction, credit or other item that is calculated on an annual basis shall be accomplished at allocated pro rata per day between the Closing based on the ratio of the number of days in the year period ending immediately prior to (for Seller) and on and after (for Buyer) the Effective Time and the period beginning on the Effective Time. For purposes of clause (B) of the preceding sentence, the period for such other Certain Direct Asset Taxes shall begin on the date on which ownership of the applicable Assets gives rise to liability for the particular Tax and shall end on the day before the next such date. For the avoidance of doubt, all Certain Direct Asset Taxes related to the total number of days Assets located in West Virginia for the year as applied Tax assessment period running from July 1, 2010 to June 30, 2011, which represent the amount of ad valorem and property taxes for the most recent Tax year for which 2011, shall be the amount sole responsibility of Seller; provided, however that, at the request of Seller, Buyer agrees to assist Seller in the collection (on Seller’s behalf) from any Third Party that owned an interest in such Assets during such Tax assessment period of any portion of such taxes can be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities Certain Direct Access Taxes paid by Seller (or any Affiliate of all ad valorem and property taxes for the current year, except to the extent Seller has paid all or a portion of the ad valorem and property taxes to the taxing authorities for the current tax yearSeller) on such Third Party’s behalf.
Appears in 1 contract
Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party incurring the same, including, without limitation, including legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets to Buyer shall be borne by BuyerXxxxx. Buyer shall (i) file all necessary Tax returns and other documentation with respect to all sales, use, transfer and similar taxes (“Transfer Taxes”) and fees arising out of or in connection with the transactions effected pursuant to this Agreement and (ii) be liable for and either promptly reimburse Seller for, or promptly pay, any such Transfer Taxes. Seller shall assume responsibility be responsible for, and shall bear and pay, all federal income taxes, state income taxestaxes (including the Texas franchise Tax), and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. ownership of the Assets through the Closing Date, and Buyer shall assume responsibility be responsible for, and shall bear and pay, all federal income taxes, state sales income taxes (including the Texas franchise Tax), and use other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreementownership of the Assets after the Closing Date. Seller shall assume responsibility be responsible for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured Production Taxes assessed by the ownership of the Assets, the production of Hydrocarbonsany Governmental Authority for any period, or the receipt of proceeds therefromportion thereof, but exclusive of income taxes (including any applicable penalties and interest) and assessed against the Assets by any taxing authority for any period prior to the Effective Time, and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments Production Taxes assessed against the Assets by any taxing authority Governmental Authority for any period period, or portion thereof, that begins on or after the Effective TimeTime (including any “rollback” or similar ad valorem or property Tax resulting from a change in use of property by Xxxxx, regardless of the period with respect to which such rollback or similar Tax is calculated). For purposes of this Agreement, the foregoing proration of ad valorem valorem, property and property similar taxes (including any applicable interest or penalties) shall be accomplished prorated at the Closing based on the ratio of the number of days in the year prior to (for Seller) and on and after (for Buyer) the Effective Time to the total number of days in the year as applied to the amount of ad valorem and property such taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all or a portion of the ad valorem and property such taxes to the taxing authorities Governmental Authority for the current tax yearyear prior to Closing. Seller shall pay to Buyer on demand Seller’s portion of all Production Taxes prorated to Seller under this Section 14.1 but paid by Buyer to the extent not taken into account under Section 3.2(b)(iii). Buyer shall pay to Seller on demand Buyer’s portion of all Production Taxes prorated to Buyer under this Section 14.1 but paid by Seller to the extent not taken into account under Section 3.2(a)(iii).
(c) If Xxxxx receives a refund of any Taxes that Xxxxxx is responsible for hereunder, or if Seller receive a refund of any Taxes that Xxxxx is responsible for hereunder, and such refund was not taken into account for purposes of determining the Final Price under Section 3.2, the party receiving such refund shall, within 30 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller the Parties in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall will be paid by the party Party incurring the same, including, without limitation, including legal and accounting fees, costs and expenses.
(b) All Seller shall retain responsibility for, and shall bear and pay, all federal income taxes, state income taxes, and similar taxes (including any applicable interest or penalties) incurred or imposed on Seller with respect to the transactions described in this Agreement. Buyer shall bear all required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets Conveyed Interests to Buyer shall be borne by Buyer. Seller shall assume responsibility for, and Buyer shall bear and paypay any sales, all federal income use, transfer and similar taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) , incurred or imposed with respect to the transactions described in this Agreement. Agreement (collectively, “Transfer Taxes”), provided that Seller shall pay or cause to be paid to the applicable Governmental Authorities any Transfer Taxes that it is required by Law to collect and remit, and Buyer shall assume responsibility forindemnify and hold Seller harmless from and against such Transfer Taxes within 30 days of Seller’s written demand therefor. Seller and Buyer shall reasonably cooperate in good faith to minimize, to the extent permissible under applicable Law, the amount of any such Transfer Taxes.
(c) Seller will be allocated and shall bear and pay, all state sales and use taxes (including any applicable interest or penalties) incurred or imposed Asset Taxes assessed with respect to the transactions ownership and operation of the Conveyed Interests (i) for any period ending prior to the Effective Time (ii) in the case of any such Asset Tax pertaining to a Straddle Period that is based upon income, sales, revenue, production, or similar items or other such Asset Tax not described in this Agreementclause (iii), the amount of such Asset Tax that is attributable to the pre-Effective Time portion of such Straddle Period, determined on the basis of an interim closing of the books as of the Effective Time, and (iii) in the case of any such ad valorem, property, or similar Asset Tax pertaining to a Straddle Period, the portion of such Asset Tax determined by multiplying the total amount of such Asset Tax for such Straddle Period by a fraction, the numerator of which is the number of days in the Straddle Period ending on the day immediately prior to the day on which the Effective Time occurs and the denominator of which is the number of days in the entire Straddle Period. All Asset Taxes not described in the preceding sentence with respect to the ownership or operation of the Conveyed Interests will be allocated to and shall be borne by Buyer. To the extent the actual amount of an Asset Tax attributable to a Straddle Period is not determinable at Closing, Buyer and Seller shall assume responsibility forutilize the most recent information available in estimating the amount of such Asset Tax for purposes of Section 3.3. Upon determination of the actual amount of such Asset Tax, to the extent not taken into account in the Final Settlement Statement, Seller shall pay to Buyer, or Buyer shall pay to Seller, as appropriate, any amount necessary to cause each of Seller and Buyer to bear its appropriate share of such the Asset Tax as determined pursuant to this Section 15.2(c). For the avoidance of doubt, Buyer shall bear and pay, pay all ad valorem, property, severance, production, and similar taxes Asset Taxes imposed on or with respect to the Conveyed Interests for Taxable periods or assessments beginning on or after the day on which the Effective Time occurs.
(d) Seller and assessments based Buyer agree to furnish or cause to be furnished to the other, upon request, as promptly as practicable, such information and assistance relating to the Conveyed Interests, including access to books and records, as is reasonably necessary for the filing of all tax returns by Seller or measured by the ownership of the AssetsBuyer, the production making of Hydrocarbonsany election relating to taxes, or the receipt of proceeds therefrom, but exclusive of income taxes (including preparation for any applicable penalties and interest) and assessed against the Assets audit by any taxing authority for and the prosecution or defense of any period prior claim, suit or proceeding, relating to the Effective Time, any tax. Each of Seller and Buyer shall be responsible for, retain all books and shall bear and pay, all such records with respect to taxes and assessments assessed against pertaining to the Assets by any taxing authority Conveyed Interests for any a period that begins on or after the Effective Time. For purposes of this Agreement, the foregoing proration of ad valorem and property taxes shall be accomplished at least seven years from the Closing based on the ratio of the number of days Date. Seller and Buyer shall cooperate fully with each other in the year prior conduct of any audit, litigation or other proceeding relating to (for Seller) and on and after (for Buyer) taxes involving the Effective Time to the total number of days in the year as applied to the amount of ad valorem and property taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all or a portion of the ad valorem and property taxes to the taxing authorities for the current tax yearConveyed Interests.
Appears in 1 contract
Expenses and Taxes. (a) RK Petroleum Corp. will pay the commission payable to Evercore Partners in connection with the transactions contemplated by this Agreement. Except as otherwise specifically provided, all fees, costs and expenses incurred by Sellers or Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party Person incurring the same, including, without limitation, legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignmentsassignments (including the Assignment), conveyances or other instruments required to convey title to the Assets to Buyer shall be borne by Buyer. Each Seller shall assume responsibility remain responsible for, and shall bear and pay, all federal income taxesIncome Taxes incurred by or imposed on such Seller, state income taxesits direct or indirect owners or Affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect no such Taxes shall be taken into account as adjustments to the transactions described in this AgreementParticipating Purchase Price under Section 3.3. Buyer shall assume responsibility for, and shall bear and pay, all state sales sales, use, transfer and use taxes (including any applicable interest or penalties) similar Taxes incurred or imposed with respect to the transactions described in this AgreementAgreement (the “Transfer Taxes”). Each Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by the ownership of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes (including any applicable penalties and interest) and assessed against the Assets by any taxing authority for any period prior to the Effective Time, and Buyer shall be remain responsible for, and shall bear and pay, all Asset Taxes attributable for such taxes and assessments assessed against the Assets by any taxing authority Seller for (i) any period that begins ending on or after before the Effective Time, and (ii) the portion of any Straddle Period ending at the Effective Time. All Asset Taxes arising after the Effective Time (including all Straddle Period Asset Taxes not apportioned to Sellers) shall be allocated to and borne by Buyer. Upon determination of the actual amount of Asset Taxes, to the extent not taken into account under Section 3.3, payments will be made to cause the appropriate Party to bear the Asset Taxes allocable to such Person under this Section 15.2(b). For purposes of this Agreementallocation among the Parties of Asset Taxes that are payable with respect to Straddle Periods, (A) Asset Taxes that are attributable to the foregoing proration severance or production of ad valorem and property taxes Hydrocarbons shall be accomplished allocated to the period in which the severance or production giving rise to such Asset Taxes occurred, (B) Asset Taxes that are based upon or related to income or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (A) or (C)), shall be allocated to the period in which the transaction giving rise to such Asset Taxes occurred, and (C) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending at the Closing Effective Time and the portion of such Straddle Period beginning immediately following the Effective Time by prorating each such Asset Tax based on the ratio of the number of days in the year prior to (for Seller) and applicable Straddle Period that occur on and after (for Buyer) or before the day on which the Effective Time to occurs, on the total one hand, and the number of days in such Straddle Period that occur after the year as applied to the amount of ad valorem and property taxes for the most recent year for day on which the amount of Effective Time occurs, on the other hand.
(c) Sellers shall timely file any Tax Return with respect to Asset Taxes due on or before the Closing Date or that otherwise relates solely to periods before the Closing Date (a “Pre-Closing Tax Return”) and shall pay any Asset Taxes shown due and owing on such taxes can Pre-Closing Tax Return. From and after the Closing Date, Buyer shall timely file any Tax Returns with respect to Asset Taxes required to be finally determined at filed after the Closing. Buyer Closing Date, including for any Straddle Period 80 HN\1533753.22
(a “Post-Closing Tax Return”), and, subject to Buyer’s indemnification rights under Article VIII, shall be responsible for the payment to the taxing authorities applicable Taxing Authorities of all ad valorem Asset Taxes that become due and property taxes payable after the Closing Date. Buyer shall file any Post-Closing Tax Return in a manner consistent with past practice except as otherwise required by Law. The Parties agree that (i) this Section 15.2(c) is intended to solely address the timing and manner in which certain Tax Returns relating to Asset Taxes are filed and the Asset Taxes shown thereon are paid to the applicable Taxing Authority, and (ii) nothing in this Section 15.2(c) shall be interpreted as altering the manner in which Asset Taxes are allocated to and economically borne by the Parties.
(d) Any payments made to any Party pursuant to Article VIII shall constitute an adjustment of the Participating Purchase Price for the current year, except Tax purposes and shall be treated as such by Buyer and Sellers on their Tax Returns to the extent Seller has paid all or a portion of the ad valorem permitted by applicable Law.
(e) The Parties shall cooperate fully, as and property taxes to the taxing authorities extent reasonably requested in connection with the filing of any Tax Returns, the qualification for any exemption or reduction in Tax that may be available, any audit, litigation or other proceeding with respect to these matters for the current tax yearAssets. Such cooperation shall include the retention of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer agrees to allow access (upon request) to the Assets by Seller’s Representatives and their auditors and State or Federal representatives relevant to any such audit, litigation or other proceeding.
Appears in 1 contract
Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party incurring the same, including, without limitation, including legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets to Buyer shall be borne by Buyer. Buyer shall (i) file all necessary Tax returns and other documentation with respect to all sales, use, transfer and similar taxes (“Transfer Taxes”) and fees arising out of or in connection with the transactions effected pursuant to this Agreement and (ii) be liable for and either promptly reimburse Seller for, or promptly pay, any such Transfer Taxes. Seller shall assume responsibility be responsible for, and shall bear and pay, all federal income taxes, state income taxestaxes (including the Texas franchise Tax), and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. ownership of the Assets through the Closing Date, and Buyer shall assume responsibility be responsible for, and shall bear and pay, all federal income taxes, state sales income taxes (including the Texas franchise Tax), and use other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreementownership of the Assets after the Closing Date. Seller shall assume responsibility be responsible for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured Production Taxes assessed by the ownership of the Assets, the production of Hydrocarbonsany Governmental Authority for any period, or the receipt of proceeds therefromportion thereof, but exclusive of income taxes (including any applicable penalties and interest) and assessed against the Assets by any taxing authority for any period prior to the Effective Time, and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments Production Taxes assessed against the Assets by any taxing authority Governmental Authority for any period period, or portion thereof, that begins on or after the Effective TimeTime (including any “rollback” or similar ad valorem or property Tax resulting from a change in use of property by Buyer, regardless of the period with respect to which such rollback or similar Tax is calculated). For purposes of this Agreement, the foregoing proration of ad valorem valorem, property and property similar taxes (including any applicable interest or penalties) shall be accomplished prorated at the Closing based on the ratio of the number of days in the year prior to (for Seller) and on and after (for Buyer) the Effective Time to the total number of days in the year as applied to the amount of ad valorem and property such taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all or a portion of the ad valorem and property such taxes to the taxing authorities Governmental Authority for the current tax yearyear prior to Closing. Seller shall pay to Buyer on demand Seller’s portion of all Production Taxes prorated to Seller under this Section 14.1 but paid by Buyer to the extent not taken into account under Section 3.2(b)(iii). Buyer shall pay to Seller on demand Buyer’s portion of all Production Taxes prorated to Buyer under this Section 14.1 but paid by Seller to the extent not taken into account under Section 3.2(a)(iii).
(c) If Buyer receives a refund of any Taxes that Seller is responsible for hereunder, or if Seller receive a refund of any Taxes that Buyer is responsible for hereunder, and such refund was not taken into account for purposes of determining the Final Price under Section 3.2, the party receiving such refund shall, within 30 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Atlas Resource Partners, L.P.)
Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party Party incurring the same, including, without limitation, including legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignmentsassignments (including the Conveyances), conveyances or other instruments required to convey title to the Assets Conveyed Interests to Buyer shall be borne by Buyerboth Parties in equal shares. Seller shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) incurred or imposed on Seller with respect to the ownership of the Assets through the Closing Date and the transactions described in this Agreement. Buyer shall assume responsibility forAll state, county and shall bear and pay, all state local sales and use taxes and transfer and similar taxes (including any applicable interest or penalties) (the “Transfer Taxes”) incurred or imposed with respect to the transactions described contemplated in this AgreementSection 2.1 shall be borne equally by Seller and Buyer. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by Asset Taxes assessed with respect to the ownership and operation of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes Conveyed Interests for (including any applicable penalties and interesti) and assessed against the Assets by any taxing authority for any period ending prior to the Effective Time, Time and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against the Assets (ii) any Straddle Period multiplied by any taxing authority for any period that begins on or after the Effective Time. For purposes of this Agreementa fraction, the foregoing proration numerator of ad valorem and property taxes shall be accomplished at the Closing based on the ratio of which is the number of days in the year Straddle Period ending immediately prior to (for Seller) and on and after (for Buyer) the Effective Time to and the total denominator of which is the number of days in the year as applied entire Straddle Period. All Asset Taxes with respect to the ownership or operation of the Conveyed Interests arising on or after the Effective Time (including all Straddle Period Taxes not apportioned to Seller) shall be allocated to and borne by Buyer. Upon determination of the actual amount of Asset Taxes, Seller shall promptly pay to Buyer any additional amount necessary to equal Seller’s share of the Asset Taxes. In the event the amount of ad valorem and property taxes for the most recent year for which Asset Taxes paid by Seller exceeds Seller’s share of Asset Taxes, Buyer promptly shall pay the amount of any such taxes can excess to Seller.
(c) Seller shall timely file any return with respect to Asset Taxes due on or before the Closing or that otherwise relates solely to periods before the Closing (a “Pre-Closing Asset Tax Return”) and shall pay any Asset Taxes shown due and owing on such Pre- Closing Asset Tax Return, subject to Seller’s right of reimbursement for any Asset Taxes for which Buyer is responsible under Section 14.2 (b). Not less than fifteen (15) days prior to filing, Seller shall deliver to Buyer a draft of any such Pre-Closing Asset Tax Return for Buyer’s review and approval (which approval will not be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all unreasonably withheld or a portion of the ad valorem and property taxes to the taxing authorities for the current tax yeardelayed).
Appears in 1 contract
Samples: Purchase and Sale Agreement
Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Seller or Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party Person incurring the same, including, without limitation, legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignmentsassignments (including the Assignment and Xxxx of Sale and the Special Warranty Deed), conveyances or other instruments required to convey title to the RTP Assets to Buyer shall be borne by Buyer. The transactions described in this Agreement involve the transfer of real estate with tangible personal property, if any, being transferred incidental to such real estate; accordingly, the Parties do not anticipate that any Transfer Taxes will be incurred or imposed. To the extent that any Transfer Taxes are imposed on the purchase and sale of the RTP Assets pursuant to this Agreement, Buyer shall bear and pay such Transfer Taxes. Seller and Buyer shall reasonably cooperate in good faith to minimize, to the extent permissible under applicable Law, the amount of any such Transfer Taxes.
(c) RTP shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest Income Tax Liability or penalties) Franchise Tax Liability incurred or imposed on RTP with respect to the ownership of the RTP Assets or imposed on or with respect to any Tax Partnership an interest in which is a RTP Asset through the Closing Date and the transactions described in this Agreement. Buyer RTP shall assume responsibility for, and shall bear and pay, all state sales and use taxes (including any applicable interest or penalties) incurred or imposed Asset Taxes assessed with respect to the transactions described in this Agreement. Seller shall assume responsibility for, ownership and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by the ownership operation of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes RTP Assets for (including any applicable penalties and interesti) and assessed against the Assets by any taxing authority for any period ending prior to the Effective Time, and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against (ii) the portion of any Straddle Period ending immediately prior to the Effective Time. All Asset Taxes with respect to the ownership or operation of the RTP Assets by any taxing authority for any period that begins arising on or after the Effective Time (including all Straddle Period Asset Taxes not apportioned to RTP) shall be allocated to and borne by Buyer. Upon determination of the actual amount of Asset Taxes, payments will be made to the extent necessary to cause the appropriate Party, to bear the Asset Taxes allocable to such Person under this Section 15.2(b). For purposes of allocation between the Parties of Asset Taxes that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time or Closing Date, as applicable, shall (i) in the case of Taxes that are based upon or related to income or receipts or imposed on a transactional basis or imposed on or with respect to any Tax Partnership an interest in which is a RTP Asset, be deemed equal to the amount that would be payable if the Tax year or period ended immediately prior to the Effective Time or Closing Date, as applicable, and (ii) in the case of other Taxes, be allocated pro rata per day between the period immediately prior to the Effective Time and the period beginning on the Effective Time. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit, refund or other item that is calculated on an annual basis shall be allocated pro rata per day between the period ending immediately prior to the Effective Time and the period beginning on the Effective Time.
(d) Seller shall timely file any return with respect to Asset Taxes due on or before the Closing Date or that otherwise relates solely to periods before the Closing Date (a “Pre-Closing Tax Return”) consistently with practice unless otherwise agreed by the Parties and shall pay any Asset Taxes shown due and owing on such Pre-Closing Asset Tax Return, subject to Seller’s right of reimbursement for any Asset Taxes for which Buyer is responsible under Section 15.2(b). Within 15 days prior to filing, Seller shall deliver to Buyer a draft of any such Pre-Closing Tax Return for Buyer’s review and approval (which approval will not be unreasonably withheld or delayed).
(e) The Parties agree that, for U.S. federal income Tax purposes, Buyer will be deemed to transfer the certain assets transferred to Seller pursuant to the Xxxx PSA in exchange for the RTP Assets. Notwithstanding anything in this Agreement to the contrary, the Parties shall, and shall cause their respective Affiliates to, cooperate fully with each other Party, and take any action reasonably requested by the other Party, in connection with enabling the transactions contemplated by this Agreement, the foregoing proration Xxxx PSA and the Membership Interest Purchase Agreement to qualify in whole or in part as a “like-kind” exchange pursuant to Section 1031 of ad valorem the Code and property taxes any corresponding state or local income Tax Laws (including in connection with (A) determining the fair market value of the assets to be included within such exchange), and (B) preparing and filing any Tax Returns on a basis consistent with such treatment). Buyer and Seller shall not, and shall cause their respective Affiliates not to, prepare or file any Tax Return, or take any action in any proceeding involving a Taxing Authority, inconsistent with such treatment. If the Parties are unable to agree on any of the items described in clauses (A) and (B) of this paragraph (d), any disputes shall be accomplished submitted to a mutually agreed accounting firm for binding resolution. The responsibility of the Parties for costs and expenses of such accounting firm shall be equal. In connection with enabling the transactions contemplated by this Agreement to qualify in whole or in part as a “like-kind” exchange pursuant to Section 1031 of the Code, Seller and Buyer agree that Buyer, in lieu of the purchase of the RTP Assets from Seller for the consideration provided herein, shall have the right at any time prior to the Closing based on the ratio of the number of days in the year prior Date to (for Seller) and on and after (for Buyer) the Effective Time to the total number of days in the year as applied to the amount of ad valorem and property taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the ad valorem and property taxes Treasury Regulations) or an Exchange Accommodation Titleholder (as that term is defined in Rev. Proc. 2000-37, 2000-2 C.B. 308) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Seller shall have the right at any time prior to the taxing authorities Closing Date to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the current tax year.same purpose. In the event either Party assigns its rights under this Agreement pursuant to this Section 15.2(e), such Party agrees to notify the other Party in writing of such assignment at or before the
Appears in 1 contract
Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party incurring the same, including, without limitation, legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets to Buyer (other than releases of Encumbrances and assignments or other documents obtained by Seller in connection with the cure of any Title Defect) shall be borne by Buyer. Seller shall assume responsibility for, and shall bear and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales and use taxes and gross receipts taxes in the nature of sales taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by the ownership of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes (including any applicable penalties and interest) and assessed against the Assets by any taxing authority for any period prior to the Effective Time, and Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments assessed against the Assets by any taxing authority for any period that begins on or after the Effective Time. For purposes of this Agreement, the foregoing proration of ad valorem and property taxes shall be accomplished at the Closing based on the ratio of the number of days in the year prior to (for Seller) and on and after (for Buyer) the Effective Time Time, to the total number of days in the year as applied to the amount of ad valorem and property taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all or a portion of the ad valorem and property taxes to the taxing authorities for the current tax year.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Black Elk Energy Finance Corp.)
Expenses and Taxes. (a) Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party incurring the same, including, without limitation, including legal and accounting fees, costs and expenses.
(b) All required documentary, filing and recording fees and expenses in connection with the filing and recording of the assignments, conveyances or other instruments required to convey title to the Assets to Buyer shall be borne by Buyer. , except Seller shall assume responsibility be responsible for recording fees and expenses related to the filing of any release of liens delivered by Seller at Closing. Buyer shall (i) file all necessary Tax returns and other documentation with respect to all sales, use, transfer and similar taxes (“Transfer Taxes”) and fees arising out of or in connection with the transactions effected pursuant to this Agreement and (ii) be liable for and either promptly reimburse Seller for, or promptly pay, any such Transfer Taxes. For the period that includes the Effective Time, Seller shall be responsible for, and shall bear and pay, all federal income taxes, state income taxes, and other similar taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Buyer shall assume responsibility for, and shall bear and pay, all state sales and use taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions described in this Agreement. Seller shall assume responsibility for, and shall bear and pay, all ad valorem, property, severance, production, and similar taxes and assessments based upon or measured by the ownership of the Assets, the production of Hydrocarbons, or the receipt of proceeds therefrom, but exclusive of income taxes (including any applicable penalties and interest) and Production Taxes assessed against the Assets by any taxing authority Governmental Authority for any portion of such period prior to the Effective Time, and . Buyer shall be responsible for, and shall bear and pay, all such taxes and assessments Production Taxes assessed against the Assets by any taxing authority Governmental Authority for any period period, or portion thereof, that begins on or after the Effective TimeTime (including any “rollback” or similar ad valorem or property Tax resulting from a change in use of property by Buyer, regardless of the period with respect to which such rollback or similar Tax is calculated). For purposes of this Agreement, the foregoing proration of ad valorem (i) production, severance, and property similar taxes (including any applicable interest or penalties) shall be accomplished allocated to the period during which the relevant production occurred and (ii) ad valorem, property and similar taxes (including any applicable interest or penalties) shall be prorated at the Closing based on the ratio of the number of days in the year prior to (for Seller) and on and after (for Buyer) the Effective Time to the total number of days in the year as applied to the amount of ad valorem and property such taxes for the most recent year for which the amount of such taxes can be finally determined at the Closing. Buyer shall be responsible for payment to the taxing authorities of all ad valorem and property taxes for the current year, except to the extent Seller has paid all or a portion of the ad valorem and property such taxes to the taxing authorities Governmental Authority for the current tax yearyear prior to Closing. Seller shall pay to Buyer on demand Seller’s portion of all Production Taxes prorated to Seller under this Section 14.1 but paid by Buyer to the extent not taken into account under Section 3.2(b)(iii). Buyer shall pay to Seller on demand Buyer’s portion of all Production Taxes prorated to Buyer under this Section 14.1 but paid by Seller to the extent not taken into account under Section 3.2(a)(iii).
(c) If Buyer receives a refund of any Taxes that Seller is responsible for hereunder, or if Seller receive a refund of any Taxes that Buyer is responsible for hereunder, and such refund was not taken into account for purposes of determining the Final Price under Section 3.2, the party receiving such refund shall, within 30 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Carrizo Oil & Gas Inc)
