Common use of Tax and Tax Return Responsibilities Clause in Contracts

Tax and Tax Return Responsibilities. (i) Except as otherwise provided herein, each Party shall bear all Taxes imposed on it as a result of the transactions contemplated by this Agreement. Each Party shall timely file, to the extent required by or permissible under applicable Law, all Tax Returns and other documentation with respect to any such Taxes. (ii) The Seller Parties shall prepare or cause to be prepared the Company Entities’ U.S. federal and state income Tax Returns for all periods ending before the Closing Date. (iii) The Partnership shall prepare or cause to be prepared all Tax Returns of the Company for all Straddle Periods (“Straddle Tax Returns”). Such Straddle Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law. Reasonably in advance of filing, which shall be at least 10 days prior to the due date for filing any such Straddle Tax Return, the Partnership shall deliver a copy of each such Straddle Tax Return, together with all supporting documentation and workpapers, to the Seller Parties for their review and reasonable comment. The Partnership will cause each such Straddle Tax Return (as revised to incorporate the Seller Parties’ reasonable comments) to be timely filed and will provide a copy to the Seller Parties. At least five days prior to the due date for payment of Taxes with respect to any Straddle Tax Return, the Seller Parties shall pay to the Partnership the amount of any Taxes with respect to such Straddle Tax Return that are attributable (as determined below) to periods prior to the Balance Sheet Date to the extent such Taxes were not included as a liability on the balance sheet as of the Balance Sheet Date delivered as part of the Financial Statements. (iv) For purposes of the foregoing, the following provisions shall apply: (A) In the case of any Tax that is based on income, sales, revenue, production or similar items, and that pertains or is attributable to any period that includes (but does not end on) the Balance Sheet Date, the amount of such Tax attributable to the period prior to the Balance Sheet Date shall be determined based on an interim closing of the books as of the close of business on the Balance Sheet Date. (B) In the case of any other Tax, including real property, personal property, ad valorem and similar Taxes, attributable to any period that includes (but does not end on) the Balance Sheet Date, the amount of such Tax attributable to the period prior to the Balance Sheet Date shall be the amount of such Tax multiplied by a fraction, the numerator of which is the number of days in the portion of such period ending on the Balance Sheet Date and the denominator of which is the total number of days in such period.

Tax and Tax Return Responsibilities. (i) Except as otherwise provided herein, each Party shall bear all Taxes imposed on it as a result of the transactions contemplated by this Agreement. Each Party shall timely file, to the extent required by or permissible under applicable Law, all Tax Returns and other documentation with respect to any such Taxes. (ii) The Seller Parties shall prepare or cause to be prepared the Company Entities’ U.S. federal and state income Tax Returns for all periods ending before the Closing Date. (iii) The Partnership shall prepare or cause to be prepared all Tax Returns of the Company for all Straddle Periods (“Straddle Tax Returns”). Such Straddle Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law. Reasonably in advance of filing, which shall be at least 10 days prior to the due date for filing any such Straddle Tax Return, the Partnership shall deliver a copy of each such Straddle Tax Return, together with all supporting documentation and workpapers, to the Seller Parties for their its review and reasonable comment. The Partnership will cause each such Straddle Tax Return (as revised to incorporate the Seller Parties’ Seller’s reasonable comments) to be timely filed and will provide a copy to the Seller PartiesSeller. At least five days prior to the due date for payment of Taxes with respect to any Straddle Tax Return, the Seller Parties shall pay to the Partnership the amount of any Taxes with respect to such Straddle Tax Return that are attributable (as determined below) to periods prior to the Balance Sheet Date to the extent such Taxes were not included as a liability on the balance sheet as of the Balance Sheet Date delivered as part of the Financial Statements. (iv) For purposes of the foregoing, the following provisions shall apply: (A) In the case of any Tax that is based on income, sales, revenue, production or similar items, and that pertains or is attributable to any period that includes (but does not end on) the Balance Sheet Date, the amount of such Tax attributable to the period prior to the Balance Sheet Date shall be determined based on an interim closing of the books as of the close of business on the Balance Sheet Date. (B) In the case of any other Tax, including real property, personal property, ad valorem and similar Taxes, attributable to any period that includes (but does not end on) the Balance Sheet Date, the amount of such Tax attributable to the period prior to the Balance Sheet Date shall be the amount of such Tax multiplied by a fraction, the numerator of which is the number of days in the portion of such period ending on the Balance Sheet Date and the denominator of which is the total number of days in such period.

Tax and Tax Return Responsibilities. (i) Except as otherwise provided herein, each Party shall bear all Taxes imposed on it as a result of the transactions contemplated by this Agreement, except that Buyer shall be responsible for any Texas franchise Tax imposed with respect to the ownership and operation of the Assets for the period between the Effective Time and the Closing Date; provided for the avoidance of doubt, however, that Buyer shall not be responsible for any Texas franchise Tax attributable to any income or gain recognized as a result of the sale of the Company Interests pursuant to this Agreement. Each Party shall timely file, to the extent required by or permissible under applicable Law, all Tax Returns and other documentation with respect to any such Taxes. (ii) The Seller Parties shall prepare or cause to be prepared the Company Entities’ Company’s U.S. federal and state income Tax Returns for all periods ending Pre-Closing Periods and any other Tax Returns of the Company that are due on or before the Closing Date. (iii) The Partnership Buyer shall prepare or cause to be prepared all other Tax Returns of the Company for Pre-Closing Periods (“Pre-Closing Tax Returns”). Such Pre-Closing Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law. Reasonably in advance of filing, which shall be no later than 10 days prior to the due date for filing any such Pre-Closing Tax Return, Buyer shall deliver a copy of each such Pre-Closing Tax Return, together with all supporting documentation and workpapers, to Seller for its review and reasonable comment. Buyer will cause each such Pre-Closing Tax Return (as revised to incorporate Seller’s reasonable comments) to be timely filed and will provide a copy to Seller. (iv) Buyer shall prepare or cause to be prepared all Tax Returns of the Company for all Straddle Periods (“Straddle Tax Returns”). Such Straddle Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law. Reasonably in advance of filing, which shall be at least 10 no later than 20 days prior to the due date for filing any such Straddle Tax Return, the Partnership Buyer shall deliver a copy of each such Straddle Tax Return, together with all supporting documentation and workpapers, to the Seller Parties for their its review and reasonable comment. The Partnership Buyer will cause each such Straddle Tax Return (as revised to incorporate the Seller Parties’ Seller’s reasonable comments) to be timely filed and will provide a copy to Seller. (v) Neither Buyer nor any of its Affiliates shall amend, re-file, revoke or otherwise modify any Tax Return or Tax election of the Seller Parties. At least five days prior to the due date for payment of Taxes Company (or any successor(s) thereof) with respect to any Straddle Tax Return, a Pre-Effective Period without the Seller Parties shall pay to the Partnership the amount prior written consent of any Taxes with respect to such Straddle Tax Return that are attributable (as determined below) to periods prior to the Balance Sheet Date to the extent such Taxes were not included as a liability on the balance sheet as of the Balance Sheet Date delivered as part of the Financial StatementsSeller. (ivvi) For purposes of If after the foregoingClosing Date, the following provisions shall apply: (A) In the case of any Company receives a Tax refund or credit that is based on income, sales, revenue, production or similar items, and that pertains or is attributable to any period that includes (but does not end on) a Pre-Effective Period, then Buyer shall cause the Balance Sheet Date, Company reasonably promptly thereafter to pay to Seller the amount of such Tax attributable to the period prior to the Balance Sheet Date shall be determined based on an interim closing of the books as of the close of business on the Balance Sheet Daterefund or credit together with any interest thereon. (B) In the case of any other Tax, including real property, personal property, ad valorem and similar Taxes, attributable to any period that includes (but does not end on) the Balance Sheet Date, the amount of such Tax attributable to the period prior to the Balance Sheet Date shall be the amount of such Tax multiplied by a fraction, the numerator of which is the number of days in the portion of such period ending on the Balance Sheet Date and the denominator of which is the total number of days in such period.