Common use of Non-Income Taxes Clause in Contracts

Non-Income Taxes. All Non-Income Taxes (and any refunds thereof) with respect to the Assets attributable to the period before the Closing Date shall be for Sellers’ account and all Non-Income Taxes (and any refunds thereof) with respect to the Assets attributable to the period after and including the Closing Date shall be for Buyer’s account. For the avoidance of doubt, all refunds for federal Heavy Highway Vehicle Use Tax paid by Sellers with respect to the Assets shall be for Sellers’ account, regardless of whether they are attributable to the period before or after the Closing Date. All real estate, personal property, and similar ad valorem Taxes (and any refunds thereof) assessed with respect to the Assets for the taxable period that begins prior to the Closing Date and ends after the Closing Date shall be prorated based on the number of full days in such period that occur before the Closing Date, on the one hand, and the number of days in such period that occur on or after the Closing Date, on the other hand. All other Non-Income Taxes (and refunds thereof) with respect to the Assets shall be allocated between Sellers and Buyer as though the taxable period that begins prior to the Closing Date and ends after the Closing Date ended as of the close of business on the day before the Closing Date, and all such Non-Income Taxes (and refunds thereof) with respect to the Assets attributable to taxable periods ending as of the close of business on the day before the Closing Date shall be for Sellers’ account and all such Non-Income Taxes (and refunds thereof) with respect to the Assets attributable to taxable periods beginning on or after the Closing Date shall be for Buyer’s account. To the extent known, the apportionment of Non-Income Taxes (and any refunds thereof) with respect to the Assets between the Parties shall take place in the Closing Statement and the Final Settlement Statement. As Sellers apportionment of Non-Income Taxes shall be reflected as a downward adjustment to the purchase price pursuant to Section 2.04(c)(i), Buyer shall assume and timely pay all Non-Income Taxes that are due with respect to the Assets for the taxable period that includes the Closing Date and all Liens on Assets for such Non-Income Taxes shall remain in place following Closing. To the extent the actual amount of a Non-Income Tax (or the amount thereof paid or economically borne by Buyer or Sellers) allocable to Buyer or Sellers under this Section 7.06(a) is determined to be different than the amount, if any, that was taken into account in the Closing Statement or Final Settlement Statement or was not taken into account in the Closing Statement or Final Settlement Statement, timely payments shall be made from Sellers to Buyer, or from Buyer to Sellers, as applicable, to the extent necessary to cause the applicable Party to bear the amount of such Non-Income Tax that is allocable to such Party under this Section 7.06(a).

Non-Income Taxes. All Non-Income Taxes (and any refunds thereof) with respect to the Assets attributable to the period before the Closing Date shall be for Sellers’ account and For all Non-Income Taxes (and any refunds thereof) with respect to the Assets attributable to the period after and including the Closing Date shall be for Buyer’s account. For the avoidance purposes of doubt, all refunds for federal Heavy Highway Vehicle Use Tax paid by Sellers with respect to the Assets shall be for Sellers’ account, regardless of whether they are attributable to the period before or after the Closing Date. All real estate, personal property, and similar ad valorem Taxes (and any refunds thereof) assessed with respect to the Assets for the taxable period that begins prior to the Closing Date and ends after the Closing Date shall be prorated based on the number of full days in such period that occur before the Closing Date, on the one hand, and the number of days in such period that occur on or after the Closing Date, on the other hand. All other Non-Income Taxes (and refunds thereof) with respect to the Assets shall be allocated between Sellers and Buyer as though the taxable period that begins prior to the Closing Date and ends after the Closing Date ended as of the close of business on the day before the Closing Date, and all such Non-Income Taxes (and refunds thereof) with respect to the Assets attributable to taxable periods ending as of the close of business on the day before the Closing Date shall be for Sellers’ account and all such Non-Income Taxes (and refunds thereof) with respect to the Assets attributable to taxable periods beginning on or after the Closing Date shall be for Buyer’s account. To the extent knownthis Agreement, the apportionment portion of Non-Income Taxes (and any refunds thereof) with respect to the Assets between the Parties shall take place in the Closing Statement and the Final Settlement Statement. As Sellers apportionment of Non-Income Taxes shall be reflected as a downward adjustment to the purchase price pursuant to Section 2.04(c)(i), Buyer shall assume and timely pay all Non-Income Taxes that are due with respect to the Assets for the taxable period that includes the Closing Date and all Liens on Assets for such Non-Income Taxes shall remain in place following Closing. To the extent the actual amount of a Non-Income Tax (or the amount thereof paid or economically borne by Buyer or Sellers) allocable to Buyer or Sellers under this Section 7.06(a) is determined to be different than the amount, if any, that was taken into account in the Closing Statement or Final Settlement Statement or was not taken into account in the Closing Statement or Final Settlement Statement, timely payments shall be made from Sellers to Buyer, or from Buyer to Sellers, as applicable, to the extent necessary to cause the applicable Party to bear the amount of such Straddle Period Non-Income Tax that is allocable to the pre-Closing portion of such Party under this Section 7.06(a).Straddle Period will be determined as follows: based on the amount of such Taxes due and payable for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period through the Closing Date and the denominator of which is the number of days in the applicable Straddle Period. To the extent permitted by applicable Law or administrative practice, Sellers will cause any Tax period in respect of Non-Income Taxes that would otherwise be a Straddle Period to end on the Closing Date and the Purchaser and the Canadian Purchaser will cooperate and not take any position inconsistent therewith. (c) Tax Returns for Straddle Period Non-Income Taxes. All Tax Returns required to be filed in respect of Non-Income Taxes for any Straddle Period will be prepared and filed by Sellers if due on or prior to the Closing Date and will be prepared and filed by the Purchaser or the Canadian Purchaser, as applicable, if due after the Closing Date. All such Tax Returns prepared and filed by the Sellers or the Purchaser or Canadian Purchaser will be prepared in accordance with past practices except to the extent different treatment is required by an intervening change in Law. Cooperation. The Purchaser and the Sellers agree (i) to retain all books and records with respect to Tax matters pertinent to the Business relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the other, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority and (ii) to give the other party reasonable written notice prior to transferring, destroying, or discarding any such books and