Common use of FUTURE COOPERATION; TAX MATTERS Clause in Contracts

FUTURE COOPERATION; TAX MATTERS. The Stockholders and U.S. Concrete shall each deliver or cause to be delivered to the other following the Closing such additional instruments as the other may reasonably request for the purpose of fully carrying out this Agreement. The Stockholders shall be responsible for the payment of all Taxes attributable to all periods prior to and including the Closing Date, including without limitation the period from the beginning of the Company's current Tax year through the Closing Date. The Stockholders shall be responsible for the preparation of all Tax returns covering the period from the beginning of the Company's current Tax year through the Closing Date, and shall be responsible for all costs and expenses incurred in connection with the preparation of such Tax returns. The Surviving Corporation will cooperate with the Stockholders in their preparation of all Tax returns covering the period from the beginning of the Company's current Tax year through the Closing. In addition, U.S. Concrete will provide the Stockholders with access to such of its books and records as may be reasonably requested by the Stockholders in connection with federal, state and local tax matters relating to periods prior to the Closing. The Stockholders will cooperate and use their commercially reasonable efforts to encourage the present officers, directors and employees of the Company to cooperate with U.S. Concrete and the Surviving Corporation at and after the Closing in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all periods prior to the Closing. The party requesting cooperation, information or actions under this Section 7.02 shall reimburse the other party for all reasonable out-of-pocket costs and expenses paid or incurred in connection therewith, which costs and expenses shall not, however, include per diem charges for employees or allocations of overhead charges.

FUTURE COOPERATION; TAX MATTERS. The Stockholders and U.S. Concrete shall each deliver or cause to be delivered to the other following the Closing such additional instruments as the other may reasonably request for the purpose of fully carrying out completing the transactions and terms set forth in this Agreementagreement. The Except as otherwise expressly provided below, the Stockholders shall be responsible for the payment of all Taxes attributable to all periods prior to and including the Closing Date, including without limitation the period from the beginning of the Company's current Tax year through the Closing Date. The Except as otherwise expressly provided below, the Stockholders shall be responsible for the preparation of all Tax returns covering the period from the beginning of the Company's current Tax year through the Closing Date, and shall be responsible for all costs and expenses incurred in connection with the preparation of such Tax returns. Notwithstanding any warranty, representation, indemnity or covenant elsewhere in this Agreement to the contrary, the Surviving Corporation and the Stockholders (but the Stockholder's one-half of such taxes to be allocated among them in proportion to their relative equity interests) will each pay and be responsible for one-half of the Texas corporate franchise taxes for the current franchise tax year which is due on or before March 15, 2000, (which shall include all franchise taxes computed on the periods of calendar year 1999 and on the period from January 1, 2000 through the Closing Date) which covers the privilege of the Company in franchise tax year 2000, together with all other Texas corporate franchise taxes payable by the Company in connection with the transactions contemplated by this Agreement. The Surviving Corporation will cooperate with the Stockholders in their the preparation of all Tax returns covering the period from the beginning of the Company's current Tax year through the Closing. In addition, U.S. Concrete will provide the Stockholders with access to such of its books and records as may be reasonably requested by the Stockholders in connection with federal, state and local tax matters relating to periods prior to the ClosingClosing and other matters involving the personal liability of Stockholder(s) relating to such period(s). The Stockholders will cooperate and use their commercially reasonable best efforts to encourage have the present officers, directors and employees of the Company to cooperate with U.S. Concrete and the Surviving Corporation at and after the Closing in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all periods prior to the Closing. The party requesting cooperation, information or actions under this Section 7.02 shall reimburse the other party for all reasonable out-of-pocket costs and expenses paid or incurred in connection therewith, which costs and expenses shall not, however, include per diem charges for employees or allocations of overhead charges.

FUTURE COOPERATION; TAX MATTERS. The Stockholders Sellers and U.S. Concrete Purchasers shall each deliver or cause to be delivered to the other following the Closing such additional instruments as the other may reasonably request for the purpose of fully carrying out this Agreement. The Stockholders shall be responsible for the payment of all Taxes attributable to all periods prior to and including the Closing Date, including without limitation the period from the beginning of the Company's current Tax year through the Closing Date. The Stockholders shall be responsible for the preparation of all Tax returns covering the period from the beginning of the Company's current Tax year through the Closing Date, and shall be responsible for all costs and expenses incurred in connection with the preparation of such Tax returns. The Surviving Corporation will cooperate with the Stockholders in their preparation of all Tax returns covering the period from the beginning of the Company's current Tax year through the Closing. In addition, U.S. Concrete will provide the Stockholders with access to such of its books and records as may be reasonably requested by the Stockholders in connection with federal, state and local tax matters relating to periods prior to the Closing. The Stockholders Sellers will cooperate and use their its commercially reasonable best efforts to encourage have the present officers, directors and employees of the Company to Sellers cooperate with U.S. Concrete and the Surviving Corporation Purchasers at and after the Closing in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all periods prior to the Closing. Following the Closing, Sellers shall give to Purchasers free and unrestricted access to (and the right to make copies at the expense of Purchasers) the books, files, records and Tax returns and supporting schedules and work papers of Sellers to the extent that such relate to the Businesses, the Kofile Assets, the Spectrum Assets or to the operations, income, expenses and assets of Old Kofile or Old Spectrum existing on, accruing or arising prior to or occurring prior to the Closing Date; provided, however, that any access pursuant to this Section 8.2 shall be conducted in such a manner as not to interfere unreasonably with the operations of the business of the Sellers following the Closing Date. Purchasers will provide Sellers with access to such of their books and records as may be reasonably requested by Purchasers in connection with federal, state and local Tax matters relating to periods prior to the Closing. The party requesting cooperation, information or actions under this Section 7.02 8.2 shall reimburse the other party for all reasonable out-of-pocket costs and expenses paid or incurred in connection therewith, which costs and expenses shall not, however, include per diem charges for employees or allocations of overhead charges.

FUTURE COOPERATION; TAX MATTERS. The Stockholders and U.S. Concrete Quanta shall each deliver or cause to be delivered to the other following the Closing such additional instruments as the other may reasonably request for the purpose of fully carrying out this Agreement. The Stockholders shall be responsible for the payment of all Taxes attributable to all periods prior to and including the Closing Date, including without limitation the period from the beginning of the Company's current Tax year through the Closing Date. The Stockholders shall be responsible for the preparation of all Tax returns covering the period from the beginning of the Company's current Tax year through the Closing Date, and shall be responsible for all costs and expenses incurred in connection with the preparation of such Tax returns. The Surviving Corporation will cooperate with the Stockholders in their preparation of all Tax returns covering the period from the beginning of the Company's current Tax year through the Closing. In addition, U.S. Concrete will provide the Stockholders with access to such of its books and records as may be reasonably requested by the Stockholders in connection with federal, state and local tax matters relating to periods prior to the Closing. The Stockholders will cooperate and use their commercially reasonable best efforts to encourage have the present officers, directors and employees of the Company to cooperate with U.S. Concrete Quanta and the Surviving Corporation at and after the Closing in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all periods prior to the Closing. The Stockholders will cooperate with the Surviving Corporation in the preparation of all tax returns covering the period from the beginning of the Company's current Tax years through the Closing. The Stockholders shall have the right to review any returns prepared by Quanta with respect to the Company for periods prior to the Closing Date. Such returns shall be prepared consistent with past practices. Quanta agrees not to file any tax returns or settle any disputes with the Internal Revenue Service or any Governmental Entity related to any of the Company's tax returns for which indemnity may be sought under Section 8.1 of this Agreement without the consent of the stockholders, which consent will not be unreasonably withheld. In addition, Quanta will provide the Stockholders with access to such of its books and records as may be reasonably requested by the Stockholders in connection with federal, state and local tax matters relating to periods prior to the Closing. The party requesting cooperation, information or actions under this Section 7.02 7.2 shall reimburse the other party for all reasonable out-of-pocket costs and expenses paid or incurred in connection therewith, which costs and expenses shall not, however, include per diem charges for employees or allocations of overhead charges.

FUTURE COOPERATION; TAX MATTERS. The Stockholders and U.S. Concrete shall each deliver or cause to be delivered to the other following the Closing such additional instruments as the other may reasonably request for the purpose of fully carrying out this Agreement. The Stockholders shall be responsible for the payment of all Taxes attributable to all periods prior to and including the Closing Date, including without limitation the period from the beginning of the Company's current Tax year through the Closing Date. The Stockholders shall be responsible for the preparation of all Tax returns covering the period from the beginning of the Company's current Tax year through the Closing Date, and shall be responsible for all costs and expenses incurred in connection with the preparation of such Tax returns. The Surviving Corporation Buyer will cooperate with the Stockholders in their preparation of all Tax returns covering the period from the beginning of the Company's current Tax year through the Closing. In addition, U.S. Concrete will provide the Stockholders with access to such of its books and records as may be reasonably requested by the Stockholders in connection with federal, state and local tax matters relating to periods prior to the Closing. The Stockholders will cooperate and use their commercially reasonable efforts to encourage the present officers, directors and employees of the Company to cooperate with U.S. Concrete and the Surviving Corporation Buyer at and after the Closing in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all periods prior to the Closing. The party requesting cooperation, information or actions under this Section 7.02 shall reimburse the other party for all reasonable out-of-pocket costs and expenses paid or incurred in connection therewith, which costs and expenses shall not, however, include per diem charges for employees or allocations of overhead charges.