Common use of Preparation of Tax Returns; Payment of Taxes Clause in Contracts

Preparation of Tax Returns; Payment of Taxes. (i) Where required by Applicable Law, Seller shall include the Transfer Group Companies in, or cause them to be included in, and shall file or cause to be filed, (A) the United States consolidated federal income Tax Returns of Seller for all taxable periods of the Transfer Group Companies prior to the Closing Date and for any portion of a taxable period ending on the Closing Date; (B) where applicable, all other consolidated, combined or unitary Tax Returns (which include both (x) Seller (or at least one Subsidiary that is not a Transfer Group Company) and (y) any of the Transfer Group Companies) for all taxable periods ending on or prior to the Closing Date. Seller shall remit (or cause to be remitted) all Taxes due with respect to the Tax Returns referred to in clauses (A) and (B) of this Section 10.2(a)(i). Within 120 days after the Closing Date (or sooner if necessary to enable Seller to timely file a Tax Return), Purchaser shall cause each of the Transfer Group Companies to prepare and provide to Seller a package of Tax information materials, including schedules and work papers (the "Tax Package") required by Seller to enable Seller to prepare and file all Tax Returns (which have not been filed on or before the Closing Date) required to be prepared and filed by it pursuant to this Section 10.2(a)(i). (ii) Seller shall cause the Transfer Group Companies to prepare and file all Tax Returns, other than a Tax Return described in Section 10.2(a)(i), required to be filed on or before the Closing Date. Seller shall cause the Transfer Group Companies to pay all Taxes shown due on Tax Returns described in this Section 10.2(a)(ii). (iii) Purchaser shall prepare and file or cause to be prepared and filed, on behalf of the Transfer Group Companies, all other Tax Returns of, or which include, the Transfer Group Companies (other than those Tax Returns described in Sections 10.2(a)(i) and 10.2(a)(ii)). Purchaser, or the Transfer Group Companies, shall remit (or cause to be remitted) all Taxes shown due on Tax Returns referred to in this Section 10.2(a)(iii). (i) All Tax Returns described in Section 10.2(a) (including the Tax Package) shall be prepared in a manner consistent with past practice unless a past practice has been finally determined to be incorrect by the applicable Taxing Authority or a contrary treatment is required by applicable tax laws (or the judicial or administrative interpretations thereof). (ii) Purchaser will provide Seller with copies of all Tax Returns it is required to file pursuant to Section 10.2(a)(iii) at least twenty (20) Business Days prior to the filing date; provided, however, that Purchaser shall have no obligation to furnish any Tax Returns referred to in Section 10.2(a)(iii) for which Seller has no liability for Taxes pursuant to Section 10.2(c) or Section 10.8. Seller shall be provided an opportunity to review such returns and supporting workpapers and schedules, and to propose changes, not later than ten (10) Business Days prior to the filing date of such Tax Returns. The failure of Seller to propose any changes to any such Tax Returns prior to such ten (10) Business Day period shall be deemed to be an indication of its approval thereof. (iii) Seller and Purchaser shall attempt in good faith mutually to resolve any disagreements regarding Tax Returns described in Section 10.2(b)(ii) prior to the due date for filing thereof. Any disagreements regarding such Tax Returns which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 10.5 which shall be binding on the parties. (c) To the extent permitted by Applicable Law or administrative practice of any Taxing Authority, (A) the taxable year of the Transfer Group Companies shall close as of the close of Business on the Closing Date and (B) all transactions not in the ordinary course of business occurring on the Closing Date but after the Closing shall be reported on Purchaser's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on all other Tax Returns of Purchaser or its Affiliates to the extent permitted. Seller, Purchaser and the Transfer Group Companies shall not take any position inconsistent with the preceding sentence on any Tax Return. If applicable law does not permit the Transfer Group Companies to close their taxable year as of the close of business on the Closing Date, or where Taxes are assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (the "Straddle Period"), then Taxes, if any, attributable to the taxable period of the Transfer Group Companies beginning before and ending after the Closing Date shall be allocated (i) to Seller for the period up to and including the Closing Date other than Excluded Taxes (as defined below), and (ii) to Purchaser all other Taxes attributable to the Straddle Period. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be made by means of a closing of the books and records of the Transfer Group Companies as of the close of business on the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. (d) Notwithstanding anything to the contrary herein, if Seller or Purchaser is responsible for all or a portion of the Taxes pursuant to Section 10.2(c) or Section 10.8 with respect to a Tax Return (the "Paying Party") and the other party is responsible for filing, or causing to be filed, such Tax Return pursuant to Section 10.2(a) (the "Preparing Party"), the Paying Party shall pay the amount of such Taxes for which the Paying Party is responsible to the Preparing Party no later than five (5) days prior to the filing of the underlying Tax Return. If a dispute arises (and is not resolved five (5) days prior to the filing of the Tax Return) between the Preparing Party and the Paying Party as to the Tax Return or the amount that the Paying Party owes to the Preparing Party, the Paying Party shall pay to the Preparing Party the amount that the Paying Party believes is owing to the Preparing Party, and Seller and Purchaser shall resolve their dispute in accordance with Section 10.5. Within five (5) days following resolution of the dispute, the appropriate party shall pay to the other party any amount determined to be due upon final resolution of the dispute. (e) Purchaser and Seller agree to furnish or cause to be furnished to each other, and each at their own expense, as promptly as practicable, such information (including access to books and records) and assistance, including making employees available on a mutually convenient basis to provide additional information and explanations of any material provided, relating to the Transfer Group Companies as is reasonably necessary for the filing of any Tax Returns, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any adjustment or proposed adjustment with respect to Taxes. Purchaser shall retain in its possession or cause the Transfer Group Companies to retain in its possession, and shall provide Seller reasonable access to (including the right to make copies of), such supporting books and records and any other materials that Seller may specify with respect to matters relating to Taxes for any taxable period ending on or prior to the Closing Date until the relevant statute of limitations has expired. After such time, Purchaser may dispose of such material; provided that prior to such disposition Purchaser shall give Seller a reasonable opportunity to take possession of such materials. (f) Neither Purchaser nor any Affiliate or successor of Purchaser shall (or shall cause or permit any of the Transfer Group Companies to) amend, refile or otherwise modify any Tax Return relating in whole or in part to any Transfer Group Company with respect to any taxable year or period ending on or before the Closing Date (or which includes the Closing Date) without the prior consent of Seller.

Preparation of Tax Returns; Payment of Taxes. (ia) Where required by Applicable LawThe Sellers, Seller shall include the Transfer Group Companies in, or cause them to be included in, and shall file or cause to be filed, (A) the United States consolidated federal income Tax Returns of Seller for all taxable periods of the Transfer Group Companies prior to the Closing Date and for any portion of a taxable period ending on the Closing Date; (B) where applicable, all other consolidated, combined or unitary Tax Returns (which include both (x) Seller (or at least one Subsidiary that is not a Transfer Group Company) and (y) any of the Transfer Group Companies) for all taxable periods ending on or prior to the Closing Date. Seller shall remit (or cause to be remitted) all Taxes due with respect to the Tax Returns referred to in clauses (A) and (B) of this Section 10.2(a)(i). Within 120 days after the Closing Date (or sooner if necessary to enable Seller to timely file a Tax Return), Purchaser shall cause each of the Transfer Group Companies to prepare and provide to Seller a package of Tax information materials, including schedules and work papers (the "Tax Package") required by Seller to enable Seller to prepare and file all Tax Returns (which have not been filed on or before the Closing Date) required to be prepared and filed by it pursuant to this Section 10.2(a)(i). (ii) Seller shall cause the Transfer Group Companies to prepare and file all Tax Returns, other than a Tax Return described in Section 10.2(a)(i), required to be filed on or before the Closing Date. Seller shall cause the Transfer Group Companies to pay all Taxes shown due on Tax Returns described in this Section 10.2(a)(ii). (iii) Purchaser shall prepare and file or cause to be prepared and filed, on behalf of the Transfer Group Companies, all other Tax Returns of, or which include, the Transfer Group Companies (other than those Tax Returns described in Sections 10.2(a)(i) and 10.2(a)(ii)). Purchaser, or the Transfer Group Companies, shall remit (or cause to be remitted) all Taxes shown due on Tax Returns referred to in this Section 10.2(a)(iii). (i) All Tax Returns described in Section 10.2(a) (including the Tax Package) shall be prepared in a manner consistent with past practice unless a past practice has been finally determined to be incorrect by the applicable Taxing Authority or a contrary treatment is required by applicable tax laws (or the judicial or administrative interpretations thereof). (ii) Purchaser will provide Seller with copies of all Tax Returns it is required to file pursuant to Section 10.2(a)(iii) at least twenty (20) Business Days prior to the filing date; provided, however, that Purchaser shall have no obligation to furnish any Tax Returns referred to in Section 10.2(a)(iii) for which Seller has no liability for Taxes pursuant to Section 10.2(c) or Section 10.8. Seller shall be provided an opportunity to review such returns and supporting workpapers and schedules, and to propose changes, not later than ten (10) Business Days prior to the filing date of such Tax Returns. The failure of Seller to propose any changes to any such Tax Returns prior to such ten (10) Business Day period shall be deemed to be an indication of its approval thereof. (iii) Seller and Purchaser shall attempt in good faith mutually to resolve any disagreements regarding Tax Returns described in Section 10.2(b)(ii) prior to the due date for filing thereof. Any disagreements regarding such Tax Returns which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 10.5 which shall be binding on the parties. (c) To the extent permitted by Applicable Law or administrative practice of any Taxing Authority, (A) the taxable year of the Transfer Group Companies shall close as of the close of Business on the Closing Date and (B) all transactions not in the ordinary course of business occurring on the Closing Date but after the Closing shall be reported on Purchaser's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on all other Tax Returns of Purchaser or its Affiliates to the extent permitted. Seller, Purchaser and the Transfer Group Companies shall not take any position inconsistent with the preceding sentence on any Tax Return. If applicable law does not permit the Transfer Group Companies to close their taxable year as of the close of business on the Closing Date, or where Taxes are assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (the "Straddle Period"), then Taxes, if any, attributable to the taxable period of the Transfer Group Companies beginning before and ending after the Closing Date shall be allocated (i) to Seller for the period up to and including the Closing Date other than Excluded Taxes (as defined below), and (ii) to Purchaser all other Taxes attributable to the Straddle Period. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be made by means of a closing of the books and records of the Transfer Group Companies as of the close of business on the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. (d) Notwithstanding anything to the contrary herein, if Seller or Purchaser is responsible for all or a portion of the Taxes pursuant to Section 10.2(c) or Section 10.8 with respect to a Tax Return (the "Paying Party") and the other party is responsible for filing, or causing to be filed, such Tax Return pursuant to Section 10.2(a) (the "Preparing Party"), the Paying Party shall pay the amount of such Taxes for which the Paying Party is responsible to the Preparing Party no later than five (5) days prior to the filing of the underlying Tax Return. If a dispute arises (and is not resolved five (5) days prior to the filing of the Tax Return) between the Preparing Party and the Paying Party as to the Tax Return or the amount that the Paying Party owes to the Preparing Party, the Paying Party shall pay to the Preparing Party the amount that the Paying Party believes is owing to the Preparing Party, and Seller and Purchaser shall resolve their dispute in accordance with Section 10.5. Within five (5) days following resolution of the dispute, the appropriate party shall pay to the other party any amount determined to be due upon final resolution of the dispute. (e) Purchaser and Seller agree to furnish or cause to be furnished to each other, and each at their own expense, as promptly as practicable, such information (including access to books will be responsible for preparing and records) and assistance, including making employees available on a mutually convenient basis to provide additional information and explanations of any material provided, relating to filing with the Transfer Group Companies as is reasonably necessary for the filing of any Tax Returns, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any adjustment or proposed adjustment appropriate Taxing Authorities all Returns with respect to Taxes. Purchaser shall retain in its possession or cause the Transfer Group Companies to retain in its possession, and shall provide Seller reasonable access to (including the right to make copies of), such supporting books and records and any other materials that Seller may specify with respect to matters relating to Taxes Company for any taxable period ending on or prior to the Closing Date, including, without limitation, the income tax returns of the Company and the Sellers for the period from January 1, 2004 through the Closing Date until and for paying all Taxes shown as due on such Returns. The Investor, including the relevant statute Company, following the Closing Date, will cooperate with the Sellers to make available all necessary records and timely take all action necessary to allow the Sellers to file, or prepare to file, as the case may be, any such Returns, including, without limitation, by providing or causing to be provided to the Sellers any powers of limitations has expiredattorney that the Sellers reasonably request for purposes of filing any Returns. After The Sellers will prepare such timeReturns in accordance with the Company’s past practices. The Sellers will deliver to Investor, Purchaser may dispose within one hundred eighty (180) days after the Closing Date, a copy of any such material; provided that prior to such disposition Purchaser shall give Seller a reasonable opportunity to take possession of such materialsReturns for the period from January 1, 2004 through the Closing Date. (fb) Neither Purchaser nor any Affiliate or successor of Purchaser shall (or shall cause or permit any Investor, including the Company following the Closing Date, will be responsible for preparing and filing with the appropriate Taxing Authority all Returns that relate to the Taxes of the Transfer Group Companies toCompany other than those described in Section 8.01(a), above, and for paying all Taxes shown as due by the Company on such Return; provided, however, that Sellers shall be liable for and shall pay to the Company at least five (5) amend, refile or otherwise modify days prior to filing such Returns all Taxes shown on such Returns relating to the pre-Closing portion of any Tax Return relating in whole period that includes but ends after the Closing Date (each, a “Straddle Period”) but only to the extent such Taxes exceed the amount accrued as a Current Liability on the Final Working Capital Statement (it being understood that no amounts are accrued therein for federal income Taxes or in part to any Transfer Group Company with respect to Tax Deposits and Refunds); and provided, further, that for purposes of applying this Section 8.01(b), Sellers and Investor shall allocate liability in respect of any Taxes of the Company or any subsidiary of the Company attributable to any Straddle Period as follows: (i) for any income Taxes or any transactional Taxes, including Taxes based on sales or revenue, the allocation of Taxes to pre- and post-Closing portions of a Straddle Period shall be determined using a closing-of-the-books method assuming that the applicable Straddle Period consists of two taxable year periods, one ending at the close of the Closing Date and one beginning at the opening of the day after the Closing Date and; (ii) for any Taxes based on net worth, capital, intangibles, or similar items, and for any real estate Taxes or other property or tangible asset-based Taxes, the allocation of Taxes to pre- and post-Closing portions of a Straddle Period shall be determined on a per-diem basis taking into account the number of days in the Straddle Period through and including the Closing Date and the number of days in the entire Straddle Period. The Sellers will cooperate with Investor and make available any necessary records and timely take any action reasonably necessary to allow Investor (including the Company following the Closing Date) to file, or prepare and file, as the case may be, any Returns of the Company as contemplated in this Section 8.01(b). (c) The Sellers will not file or cause to be filed any amended Return which materially and adversely affect the Tax liability of the Company, or can be reasonably expected to materially and adversely affect the future Tax liability of the Company, without prior written consent of Investor. Investor will not file or allow or cause to be filed any amended Return for the Company covering any period or adjusting any Taxes for a period which includes any period ending on or before the Closing Date (or which includes prior to the Closing Date) , without the prior written consent of Sellerthe Sellers.

Preparation of Tax Returns; Payment of Taxes. (i) Where required by Applicable Law, Seller Sellers shall include the Transfer Group Companies in, or cause them the Transfer Group Companies to be included in, and shall file or cause to be filed, (A) the United States consolidated federal income Tax Returns of Seller Enron for all taxable periods of the Transfer Group Companies ending on or prior to the Closing Date and for any portion of a taxable period ending on the Closing Date; and (B) where applicable, all other consolidated, combined or unitary Tax Returns (of, or which include both (x) Seller (include, one or at least one Subsidiary that is not a Transfer Group Company) and (y) any more of the Transfer Group Companies) Companies for all taxable periods ending on or prior to the Closing Date. Seller Sellers shall remit (or cause to be remitted) all Taxes shown due with respect to the Tax Returns referred to in clauses (A) and (B) of this Section 10.2(a)(i9.2(a)(i). Within 120 days after the Closing Date (or sooner if necessary to enable Seller Sellers to timely file a Tax Return), Purchaser shall cause each of the Transfer Group Companies to prepare and provide to Seller Sellers a package of Tax information materials, including schedules and work papers (the "Tax Package") required by Seller Sellers to enable Seller Sellers to prepare and file all Tax Returns (which have not been filed on or before the Closing Date) required to be prepared and filed by it Sellers pursuant to this Section 10.2(a)(i9.2(a)(i). (ii) Seller Sellers shall prepare and file, or cause to be prepared and filed, all Tax Returns of or which include any of the Transfer Group Companies to prepare and file all Tax ReturnsCompanies, other than a Tax Return Returns described in Section 10.2(a)(i9.2(a)(i), that are required to be filed (after giving effect to any valid extension of time in which to make such filing) on or before prior to the Closing Date. Seller Sellers shall cause the Transfer Group Companies to pay all Taxes shown due on Tax Returns described in this Section 10.2(a)(ii9.2(a)(ii). (iii) Purchaser shall prepare and file file, or cause to be prepared and filed, on behalf of the Transfer Group Companies, Companies all other Tax Returns of, or which include, the Transfer Group Companies (other than those Tax Returns described in Sections 10.2(a)(iSection 9.2(a)(i) and 10.2(a)(ii)Section 9.2(a)(ii) above). Purchaser, or the Transfer Group Companies, shall remit (or cause to be remitted) all Taxes shown due on Tax Returns referred to in this Section 10.2(a)(iii9.2(a)(iii). (iv) To the extent applicable, Purchaser shall prepare IRS Forms 8023, 8594 and 8883 and any other similar forms required to be filed with a Taxing Authority in connection with the transactions contemplated by this Agreement. (i) All Tax Returns described in clauses (i), (ii) and (iii) of Section 10.2(a9.2(a) (including the Tax Package) for taxable periods ending on or before or which include the Closing Date shall be prepared in a manner consistent with past practice unless a past practice has been finally determined to be incorrect by the applicable Taxing Authority or a contrary treatment is required by applicable tax laws Tax Laws (or the judicial or administrative interpretations thereof). (ii) Purchaser will provide Seller Sellers with copies of all Tax Returns it is required to file pursuant to described in clauses (iii) and (iv) of Section 10.2(a)(iii9.2(a) at least twenty (20) Business Days prior to the filing date; provided, however, that Purchaser shall have no obligation to furnish any Tax Returns referred to in Section 10.2(a)(iii9.2(a)(iii) for which Seller has Sellers have no liability for Taxes pursuant to Section 10.2(cclause (i) or (ii) of Section 10.89.10(a). Seller Sellers shall be provided an opportunity to review such returns and all supporting workpapers workpapers, schedules and schedulesinformation, and to propose changes, not later than ten (10) Business Days prior to the filing date of such Tax Returns. The failure of Seller Sellers to propose any changes to any such Tax Returns prior to the expiration of such ten (10) Business Day period shall be deemed to be an indication of its their approval thereof. (iii) Seller Sellers and Purchaser shall attempt in good faith mutually to resolve any disagreements regarding Tax Returns described in Section 10.2(b)(ii9.2(b)(ii) prior to the due date for filing thereof. thereof Any disagreements regarding such Tax Returns which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 10.5 which shall be binding on the parties9.5. (c) To the extent permitted by Applicable Law or administrative practice of any Taxing Authority, (A) the taxable year of the Transfer Group Companies shall close as of the close of Business on the Closing Date and (B) all transactions not in the ordinary course of business occurring on the Closing Date but after the Closing shall be reported on Purchaser's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on all other Tax Returns of Purchaser or its Affiliates to the extent permitted. Seller, Purchaser and the Transfer Group Companies shall not take any position inconsistent with the preceding sentence on any Tax Return. If applicable law does not permit the Transfer Group Companies to close their taxable year as of the close of business on the Closing Date, or where Taxes are assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (the "Straddle Period"), then Taxes, if any, attributable to the taxable period of the Transfer Group Companies beginning before and ending after the Closing Date shall be allocated (i) to Seller for the period up to and including the Closing Date other than Excluded Taxes (as defined below), and (ii) to Purchaser all other Taxes attributable to the Straddle Period. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be made by means of a closing of the books and records of the Transfer Group Companies as of the close of business on the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. (d) Notwithstanding anything to the contrary herein, if Seller or Purchaser is responsible for all or a portion of the Taxes pursuant to Section 10.2(c) or Section 10.8 with respect to a Tax Return (the "Paying Party") and the other party is responsible for filing, or causing to be filed, such Tax Return pursuant to Section 10.2(a) (the "Preparing Party"), the Paying Party shall pay the amount of such Taxes for which the Paying Party is responsible to the Preparing Party no later than five (5) days prior to the filing of the underlying Tax Return. If a dispute arises (and is not resolved five (5) days prior to the filing of the Tax Return) between the Preparing Party and the Paying Party as to the Tax Return or the amount that the Paying Party owes to the Preparing Party, the Paying Party shall pay to the Preparing Party the amount that the Paying Party believes is owing to the Preparing Party, and Seller and Purchaser shall resolve their dispute in accordance with Section 10.5. Within five (5) days following resolution of the dispute, the appropriate party shall pay to the other party any amount determined to be due upon final resolution of the dispute. (e) Purchaser and Seller agree to furnish or cause to be furnished to each other, and each at their own expense, as promptly as practicable, such information (including access to books and records) and assistance, including making employees available on a mutually convenient basis to provide additional information and explanations of any material provided, relating to the Transfer Group Companies as is reasonably necessary for the filing of any Tax Returns, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any adjustment or proposed adjustment with respect to Taxes. Purchaser shall retain in its possession or cause the Transfer Group Companies to retain in its possession, and shall provide Seller reasonable access to (including the right to make copies of), such supporting books and records and any other materials that Seller may specify with respect to matters relating to Taxes for any taxable period ending on or prior to the Closing Date until the relevant statute of limitations has expired. After such time, Purchaser may dispose of such material; provided that prior to such disposition Purchaser shall give Seller a reasonable opportunity to take possession of such materials. (f) Neither Purchaser nor any Affiliate or successor of Purchaser shall (or shall cause or permit any of the Transfer Group Companies to) amend, refile or otherwise modify any Tax Return relating in whole or in part to any Transfer Group Company with respect to any taxable year or period ending on or before the Closing Date (or which includes the Closing Date) without the prior consent of Seller.

Preparation of Tax Returns; Payment of Taxes. (a) (i) Where required by Applicable Law, Seller shall include shall, pursuant to the Enron Purchase Agreement, request, and use commercially reasonable efforts to have each request honored, that the Transfer Group Companies in, or cause them to be included in, and shall shall, pursuant to the Enron Purchase Agreement, request, and use commercially reasonable efforts to have such request honored, that the Enron Sellers file or cause to be filed, (A) the United States consolidated federal income Tax Returns of Seller Enron for all taxable periods of the Transfer Group Companies ending on or prior to the Closing Date and for any portion of a taxable period ending on the Closing Date; and (B) where applicable, all other consolidated, combined or unitary Tax Returns (of, or which include both (x) Seller (include, one or at least one Subsidiary that is not a Transfer Group Company) and (y) any more of the Transfer Group Companies) Companies for all taxable periods ending on or prior to the Closing Date. Seller shall shall, pursuant to the Enron Purchase Agreement, request, and use commercially reasonable efforts to have such request honored, that the Enron Sellers remit (or cause to be remitted) all Taxes shown due with respect to the Tax Returns referred to in clauses (A) and (B) of this Section 10.2(a)(i9.2(a)(i). Within 120 100 days after the Closing Date (or sooner if necessary to enable Seller to cause the timely file filing of a Tax Return), Purchaser shall cause each of the Transfer Group Companies to prepare and provide to Seller a package of Tax information materials, including schedules and work papers (the "“Tax Package"”) required by Seller to enable Seller to prepare cause to be prepared and file filed all Tax Returns (which have not been filed on or before the Closing Date) required to be prepared and filed by it pursuant to this Section 10.2(a)(i9.2(a)(i). (ii) Pursuant to the Enron Purchase Agreement, Seller shall request, and use commercially reasonable efforts to have such request honored, that the Enron Sellers prepare and file, or cause to be prepared and filed, all Tax Returns of or which include any of the Transfer Group Companies to prepare and file all Tax ReturnsCompanies, other than a Tax Return Returns described in Section 10.2(a)(i9.2(a)(i), that are required to be filed (after giving effect to any valid extension of time in which to make such filing) on or before prior to the Closing Date. Pursuant to the Enron Purchase Agreement, Seller shall request, and use commercially reasonable efforts to have such request honored, that the Enron Sellers cause the Transfer Group Companies to pay all Taxes shown due on Tax Returns described in this Section 10.2(a)(ii9.2(a)(ii). If Seller’s requests as described above in this Section 9.2(a)(ii) are not honored, then Seller shall cause the Enron Sellers to take such action as Purchaser may reasonably request, to the extent that Seller has the right to cause the Enron Sellers to take such action under the Enron Purchase Agreement. (iii) Purchaser shall prepare and file file, or cause to be prepared and filed, on behalf of the Transfer Group Companies, Companies all other Tax Returns of, or which include, the Transfer Group Companies (other than those Tax Returns described in Sections 10.2(a)(iSection 9.2(a)(i) and 10.2(a)(ii)Section 9.2(a)(ii) above). Purchaser, or the Transfer Group Companies, shall remit (or cause to be remitted) all Taxes shown due on Tax Returns referred to in this Section 10.2(a)(iii9.2(a)(iii). (i) All Tax Returns described in clauses (i), (ii) and (iii) of Section 10.2(a9.2(a) (including the Tax Package) for taxable periods ending on or before or which include the Closing Date shall be prepared in a manner consistent with past practice unless a past practice has been finally determined to be incorrect by the applicable Taxing Authority or a contrary treatment is required by applicable tax laws Tax Laws (or the judicial or administrative interpretations thereof). (ii) Purchaser will provide Seller with copies of all Tax Returns it is required to file pursuant to described in clause (iii) of Section 10.2(a)(iii9.2(a) at least twenty thirty (2030) Business Days prior to the filing date; provided, however, that Purchaser shall have no obligation to furnish any Tax Returns referred to in Section 10.2(a)(iii9.2(a)(iii) for which neither Seller has no nor any of the Enron Sellers have liability for Taxes pursuant to Section 10.2(cclause (i) or (ii) of Section 10.89.10(a). Seller shall be provided an opportunity to review such returns and all supporting workpapers workpapers, schedules and schedulesinformation, and to propose changes, not later than ten five (105) Business Days prior to the filing date of such Tax Returns. The failure of Seller to propose any changes to any such Tax Returns prior to the expiration of such ten five (105) Business Day period shall be deemed to be an indication of its their approval thereof. (iii) Seller and Purchaser shall attempt in good faith mutually to resolve any disagreements regarding Tax Returns described in Section 10.2(b)(ii9.2(b)(ii) prior to the due date for filing thereof. Any disagreements regarding such Tax Returns which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 10.5 which shall be binding on the parties9.5. (c) To the extent permitted by Applicable Law or administrative practice of any Taxing Authority, (A) the taxable year of the Transfer Group Companies shall close as of the close of Business on the Closing Date and (B) all transactions not in the ordinary course of business occurring on the Closing Date but after the Closing shall be reported on Purchaser's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on all other Tax Returns of Purchaser or its Affiliates to the extent permitted. Seller, Purchaser and the Transfer Group Companies shall not take any position inconsistent with the preceding sentence on any Tax Return. If applicable law does not permit the Transfer Group Companies to close their taxable year as of the close of business on the Closing Date, or where Taxes are assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (the "Straddle Period"), then Taxes, if any, attributable to the taxable period of the Transfer Group Companies beginning before and ending after the Closing Date shall be allocated (i) to Seller for the period up to and including the Closing Date other than Excluded Taxes (as defined below), and (ii) to Purchaser all other Taxes attributable to the Straddle Period. Any allocation of income or deductions required to determine any Taxes attributable to any period beginning before and ending after the Closing Date shall be made by means of a closing of the books and records of the Transfer Group Companies as of the close of business on the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. (d) Notwithstanding anything to the contrary herein, if Seller or Purchaser is responsible for all or a portion of the Taxes pursuant to Section 10.2(c) or Section 10.8 with respect to a Tax Return (the "Paying Party") and the other party is responsible for filing, or causing to be filed, such Tax Return pursuant to Section 10.2(a) (the "Preparing Party"), the Paying Party shall pay the amount of such Taxes for which the Paying Party is responsible to the Preparing Party no later than five (5) days prior to the filing of the underlying Tax Return. If a dispute arises (and is not resolved five (5) days prior to the filing of the Tax Return) between the Preparing Party and the Paying Party as to the Tax Return or the amount that the Paying Party owes to the Preparing Party, the Paying Party shall pay to the Preparing Party the amount that the Paying Party believes is owing to the Preparing Party, and Seller and Purchaser shall resolve their dispute in accordance with Section 10.5. Within five (5) days following resolution of the dispute, the appropriate party shall pay to the other party any amount determined to be due upon final resolution of the dispute. (e) Purchaser and Seller agree to furnish or cause to be furnished to each other, and each at their own expense, as promptly as practicable, such information (including access to books and records) and assistance, including making employees available on a mutually convenient basis to provide additional information and explanations of any material provided, relating to the Transfer Group Companies as is reasonably necessary for the filing of any Tax Returns, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any adjustment or proposed adjustment with respect to Taxes. Purchaser shall retain in its possession or cause the Transfer Group Companies to retain in its possession, and shall provide Seller reasonable access to (including the right to make copies of), such supporting books and records and any other materials that Seller may specify with respect to matters relating to Taxes for any taxable period ending on or prior to the Closing Date until the relevant statute of limitations has expired. After such time, Purchaser may dispose of such material; provided that prior to such disposition Purchaser shall give Seller a reasonable opportunity to take possession of such materials. (f) Neither Purchaser nor any Affiliate or successor of Purchaser shall (or shall cause or permit any of the Transfer Group Companies to) amend, refile or otherwise modify any Tax Return relating in whole or in part to any Transfer Group Company with respect to any taxable year or period ending on or before the Closing Date (or which includes the Closing Date) without the prior consent of Seller.