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 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.

FUTURE COOPERATION; TAX MATTERS. (a) The Stockholders Stockholder 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 Stockholder will cooperate and use their his 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 Each party requesting cooperation, information or actions under this Section 7.02 shall reimburse the other party for all reasonable will bear its out-of-pocket costs and expenses paid or incurred in connection therewithwith any action taken pursuant to this Section 7.2. (b) The Stockholder shall prepare or cause to be prepared and file or cause to be filed all Tax returns for the Company for all periods ending on or prior to the Closing which are filed after the Closing consistent with the principles used to prepare such returns in previous periods. The Stockholder shall permit representatives of Quanta to review and comment on each such Tax return described in the preceding sentence prior to filing. The Stockholder shall include any income, gain, loss, deduction or other tax items for such periods on his Tax returns in a manner consistent with the Schedule K-1's prepared by the Stockholder for such periods. (c) Quanta and the Stockholder shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax returns pursuant to this Section 7.2 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon either party's request) the provision of records and information which costs are reasonably relevant to any such audit, litigation or other proceeding and expenses making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Quanta, the Company and the Stockholder agree (i) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and to the extent notified by Quanta or the Company, any extensions thereof) of the respective tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Quanta and the Company shall notallow the Stockholder, howeveror the Stockholder shall allow Quanta or the Company, include per diem charges for employees or allocations as the case may be, to take possession of overhead chargessuch books and records.

FUTURE COOPERATION; TAX MATTERS. The Stockholders (a) Shareholders and U.S. Concrete Buyer 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 Shareholders 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 Buyer will cooperate and use their commercially reasonable best efforts to encourage have the present and future officers, directors and employees of the Company to Acquired Entities cooperate with U.S. Concrete Shareholders 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. Buyer will provide Shareholders with access to such of its books and records as may be reasonably requested by Shareholders 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 7.10 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. (b) Following the Closing, Shareholders shall pay to Buyer (i) the amount of all Pre-Closing Taxes to the extent such Taxes were not paid by the Acquired Entities prior to Closing or reflected on the balance sheet included in the Effective Date Financial Statements and (ii) all Taxes of any such Shareholder or any Affiliate thereof (other than an Acquired Entity) that are collected by any Tax Authority from Buyer, any Affiliate of Buyer or any Acquired Entity. (c) Following the Closing, Shareholders shall be responsible for the preparation of all Tax Returns of an Acquired Entity covering the period from the beginning of each Acquired Entity’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. To the extent the Shareholders have any liability for Pre-Closing Taxes pursuant to Section 7.10(b) with respect to such Tax Returns, the Shareholders shall pay such Taxes to Buyer; and the Taxes on such Tax Returns shall be paid by the Acquired Entities. Shareholders shall not make any irrevocable elections on such Tax Returns that may impact future Tax Returns of Buyer or any of the Acquired Entities without the prior written consent of Buyer (which consent Buyer may withhold in its sole discretion if such election is inconsistent with past elections (or determinations not to elect) of the applicable Acquired Entity or Acquired Entities). Shareholders shall not cause an Acquired Entity to file any Tax Return without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed. Buyer will cooperate with Shareholders in their preparation of all Tax returns covering the period from the beginning of each Acquired Entity’s current Tax year through the Closing Date. Buyer shall prepare and timely file all Tax Returns in respect of an Acquired Entity with respect to taxable periods that begin before and end after the Tax Effective Date (“Straddle Period Returns”). To the extent that Shareholders have any liability for Pre-Closing Taxes pursuant to Section 7.10(b) on any Straddle Period Return, such Straddle Period Return shall be subject to the written approval of Shareholders, which approval shall not be unreasonably withheld or delayed; provided that such consent may not be withheld (and will be deemed to have been provided) if such Straddle Period Return is prepared in a manner consistent with past practices. The portions of the Straddle Period Returns relating to taxable periods ending on or before the Tax Effective Date shall reflect the practices of the Acquired Entity in respect of the Tax Returns for prior periods. (d) Following the Closing, Shareholders shall be entitled to any Tax refunds payable with respect to (i) any period ending on or before the Tax Effective Date and (ii) the portion of any Straddle Period ending on the Tax Effective Date, in each case only to the extent such refunds are not reflected on the balance sheet included in the Effective Date Financial Statements and do not arise from tax elections or tax positions taken by Buyer on or after the Closing Date or results of operations after the Tax Effective Date. Buyer will cooperate with Shareholders in filing any Tax Return required to claim any such refund provided that (i) Shareholders shall incur all costs and expenses of filing such Tax Returns and (ii) the filing of any such Tax Return shall not negatively impact the Tax Returns of Buyer.

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.