Common use of Tax Returns; Audits Clause in Contracts

Tax Returns; Audits. (a) For each Tax Return required by Law to be filed by any of the Companies for which the due date (taking into account extensions) is on or after the date hereof and on or prior to the Closing Date, Seller shall be responsible for causing such Tax Return to be timely filed, and the payment by the Companies of all Taxes reflected thereon, and for each Tax Return required by Law to be filed by any of the Companies for which the due date (taking into account extensions) is after the Closing Date, including any such consolidated federal income Tax Return of the affiliated group of which Lion is the common parent for any Tax Year ending on or prior to the Closing Date, Buyer shall be responsible for causing such Tax Return to be timely filed and the payment of all Taxes reflected thereon. Notwithstanding any other provision of this Agreement to the contrary, any Losses relating to a failure of Buyer or Seller to satisfy their respective obligations under this Section 7.3(a), except in the case of such a failure by Buyer to the extent related to any Taxes that are included in the Paline Taxes, shall be limited to any interest and penalties imposed by the applicable Governmental Authority after the Closing Date with respect to such failure. (b) Not later than 20 days before the due date (taking into account extensions) of any Tax Return of Lion and Paline Pipeline Company (and any affiliated, consolidated, combined or unitary group of which either of Lion or Paline Pipeline Company is a member) that sets forth any Taxes that are included in the Paline Taxes, other than (i) any Tax Return described in Section 7.3(c) and (ii) any Tax Return relating to any Transfer Taxes which Seller is required to prepare and file, including a Transfer Tax Return of Paline Pipeline Company (a “Paline Tax Return”), Buyer shall deliver to Seller a draft of the portion of such Paline Tax Return that relates to Taxes included in the Paline Taxes for Seller’s review and comment. Seller shall have 10 days following the receipt of any such Paline Tax Return to provide its written comments to Buyer regarding any Tax items that would affect the computation of the Paline Taxes. Buyer shall make a good faith effort to consider any such written comments received from Seller. If Seller has not delivered any such written comments to Buyer during such 10-day period, Seller shall be considered to have accepted such Paline Tax Return. Notwithstanding the foregoing, Seller will take the position, unless otherwise required by Law, for purposes of any Tax Return for Transfer Taxes prepared and filed by Seller or its Affiliates, including the Companies, that the assets transferred in the Paline Pipeline Equity Transfer were the equity interests in Paline Pipeline Company and not the assets of Paline Pipeline Company. (c) Not later than 20 days before the due date (taking into account extensions) of any combined Texas franchise Tax Return of Seller and its Affiliates, including the Companies and Paline Pipeline Company, that sets forth any Taxes that are included in the Paline Taxes, Seller shall deliver to Buyer a draft of the portion of such Tax Return that relates to the Companies and Paline Pipeline Company for Buyer’s review and comment. Buyer shall have 10 days following the receipt of any such Tax Return to provide its written comments to Seller regarding any Tax item that would affect the computation of the Paline Taxes. Seller shall make a good faith effort to consider any such written comments received from Buyer. If Buyer has not delivered any such written comments to Seller during such 10-day period, Buyer shall be considered to have accepted such Tax Return. Seller shall include the Companies and Paline Pipeline Company in Seller’s combined group through the Closing Date for purposes of Seller’s Texas franchise Tax Returns and none of the Companies will be designated as the reporting company for such Tax Returns. (d) Buyer shall be responsible for causing any Paline Tax Return to be timely filed, and the payment of all Taxes reflected thereon. Buyer shall provide to Seller a copy of any such Paline Tax Return not later than 30 days after filing. Seller shall be responsible for causing any Tax Return described in Section 7.3(c) to be timely filed, and the payment of all Taxes reflected thereon. Seller shall provide to Buyer a copy of the portion of such Tax Return that relates to the Companies and Paline Pipeline Company not later than 30 days after filing. Any Tax Return described in this Section 7.3(d) that is actually filed (i) shall be consistent with the determination of Paline Taxes in accordance with Section 2.4(a) and (ii) shall be prepared in a manner consistent with practices followed in prior Tax Years except as otherwise required by Law. (e) Buyer and Seller shall (and shall cause their Affiliates to) cooperate fully, as and to the extent reasonably requested by the other Party, at such other Party’s sole cost and expense, in connection with the filing of Tax Returns with respect to the Companies and Paline Pipeline Company and any Proceeding with respect to Taxes and the preparation of any allocation described in Section 3.2(c)(i). Such cooperation shall include the retention and (upon a Party’s request) the provision of records and information that are reasonably relevant to such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer and Seller agree (i) to retain all Records with respect to Tax matters pertinent to the Companies and the Business relating to any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Buyer or Seller, 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 Records and, if the other Party so requests, Buyer or Seller, as the case may be, shall allow the other Party to take possession of such Records at the other Party’s sole expense.

Tax Returns; Audits. (a) For each Tax Return required by Law to be filed by any of the Companies for which the due date (taking into account extensions) is on or after the date hereof and on or prior to the Closing Date, Seller shall be responsible for causing such Tax Return to be timely filed, and the payment by the Companies of all Taxes reflected thereon, and for each Tax Return required by Law to be filed by any of the Companies for which the due date (taking into account extensions) is after the Closing Date, including any such consolidated federal income Tax Return of the affiliated group of which Lion is the common parent for any Tax Year period ending on or prior to the Closing Date, Buyer SSA shall be responsible for causing such timely filing all Tax Return Returns required by applicable Law to be timely filed filed, and the payment of all Taxes reflected thereonlevied or imposed, in connection with the Marketing Assets, the Marketing Business, the SAF Business or employees and independent contractors engaged in operating or maintaining the foregoing, and for any Tax period ending after the Closing Date, NT Retail shall be responsible for the timely filing of all Tax Returns required by applicable Law to be filed, and payment of all such Taxes (other than Taxes which are the responsibility of SSA pursuant to Sections 7.1 and 7.2) levied or imposed, in connection with the Marketing Assets, the Marketing Business, the SAF Business or employees and independent contractors engaged in operating or maintaining the foregoing. Notwithstanding any other provision of this Agreement SSA shall pay to the contrary, any Losses relating to a failure of Buyer or Seller to satisfy their respective obligations under this Section 7.3(a), except in the case of such a failure by Buyer to the extent related NT Retail an amount equal to any Taxes that for which SSA is liable pursuant to Sections 7.1 and 7.2 but which are included in the Paline Taxes, shall payable with Tax Returns to be limited filed by NT Retail pursuant to any interest and penalties imposed by the applicable Governmental Authority after the Closing Date with respect this Section 7.5 within three days prior to such failure. (b) Not later than 20 days before the due date (taking into account extensions) for the filing of any Tax Return of Lion and Paline Pipeline Company (and any affiliated, consolidated, combined or unitary group of which either of Lion or Paline Pipeline Company is a member) that sets forth any Taxes that are included in the Paline Taxes, other than (i) any Tax Return described in Section 7.3(c) and (ii) any Tax Return relating to any Transfer Taxes which Seller is required to prepare and file, including a Transfer Tax Return of Paline Pipeline Company (a “Paline Tax Return”), Buyer shall deliver to Seller a draft of the portion of such Paline Tax Return that relates to Taxes included in the Paline Taxes for Seller’s review and comment. Seller shall have 10 days following the receipt of any such Paline Tax Return to provide its written comments to Buyer regarding any Tax items that would affect the computation of the Paline Taxes. Buyer shall make a good faith effort to consider any such written comments received from Seller. If Seller has not delivered any such written comments to Buyer during such 10-day period, Seller shall be considered to have accepted such Paline Tax Return. Notwithstanding the foregoing, Seller will take the position, unless otherwise required by Law, for purposes of any Tax Return for Transfer Taxes prepared and filed by Seller or its Affiliates, including the Companies, that the assets transferred in the Paline Pipeline Equity Transfer were the equity interests in Paline Pipeline Company and not the assets of Paline Pipeline Company. (c) Not later than 20 days before the due date (taking into account extensions) of any combined Texas franchise Tax Return of Seller and its Affiliates, including the Companies and Paline Pipeline Company, that sets forth any Taxes that are included in the Paline Taxes, Seller shall deliver to Buyer a draft of the portion of such Tax Return that relates to the Companies and Paline Pipeline Company for Buyer’s review and comment. Buyer shall have 10 days following the receipt of any such Tax Return to provide its written comments to Seller regarding any Tax item that would affect the computation of the Paline Taxes. Seller shall make a good faith effort to consider any such written comments received from Buyer. If Buyer has not delivered any such written comments to Seller during such 10-day period, Buyer shall be considered to have accepted such Tax Return. Seller shall include the Companies and Paline Pipeline Company in Seller’s combined group through the Closing Date for purposes of Seller’s Texas franchise Tax Returns and none of the Companies will be designated as the reporting company for such Tax Returns. (db) Buyer NT Retail and SSA shall be responsible for causing any Paline Tax Return to be timely filed, and the payment of all Taxes reflected thereon. Buyer shall provide to Seller a copy of any such Paline Tax Return not later than 30 days after filing. Seller shall be responsible for causing any Tax Return described in Section 7.3(c) to be timely filed, and the payment of all Taxes reflected thereon. Seller shall provide to Buyer a copy of the portion of such Tax Return that relates to the Companies and Paline Pipeline Company not later than 30 days after filing. Any Tax Return described in this Section 7.3(d) that is actually filed (i) shall be consistent with the determination of Paline Taxes in accordance with Section 2.4(a) and (ii) shall be prepared in a manner consistent with practices followed in prior Tax Years except as otherwise required by Law. (e) Buyer and Seller shall (and shall cause their Affiliates to) cooperate fully, as and to the extent reasonably requested by the other another Party, at such other Party’s sole cost and expense, in connection with the filing of Tax Returns with respect pursuant to the Companies and Paline Pipeline Company this Section 7.5 and any Proceeding Tax audit or other Tax proceeding with respect to Taxes and the preparation of any allocation described in Section 3.2(c)(i(“Tax Contest”). Such cooperation shall include the retention and (upon a Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding Tax Contest and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer NT Retail and Seller SSA agree (i) to retain all Records books and records with respect to Tax matters pertinent to the Companies Marketing Assets, the Marketing Business and the SAF Business relating to any taxable period beginning before the Pre-Closing Date Tax Period until the expiration of the applicable statute of limitations (and, to the extent notified by Buyer or SellerNT Retail, 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 Records books and records and, if the other another Party so requests, Buyer NT Retail or SellerSSA, as the case may be, shall allow the other Party to take possession of such Records books and records at the other that Party’s sole expense. (c) SSA shall have the right to represent its interests in any Tax Contest relating to the Pre-Closing Tax Period with respect to the Marketing Assets, the Marketing Business or employees and independent contractors engaged in operating or maintaining the foregoing, employ counsel of its choice at its expense and to control the conduct of such Tax Contest. SSA shall have the right to settle or dispose of any such Tax Contest, provided that SSA shall allow NT Retail to participate in any such proceeding (at its own cost and expense); provided further that no settlement or other disposition of any claim for Tax which would adversely affect NT Retail in any Post-Closing Tax Period shall be agreed to without NT Retail’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Tax Returns; Audits. (a) For each Tax Return required by Law to be filed by any of the Companies for which the due date (taking into account extensions) is on or after the date hereof and on or prior to the Closing Date, Seller shall be responsible for causing such Tax Return to be timely filed, and the payment by the Companies of all Taxes reflected thereon, and for each Tax Return required by Law to be filed by any of the Companies for which the due date (taking into account extensions) is after the Closing Date, including any such consolidated federal income Tax Return of the affiliated group of which Lion is the common parent for any Tax Year period ending on or prior to the Closing Date, Buyer MPC shall be responsible for causing such timely filing all Tax Return Returns required by applicable Law to be timely filed filed, and the payment of all Taxes reflected thereonlevied or imposed, in connection with the Refinery Assets, the Refinery Business or employees and independent contractors engaged in operating or maintaining the foregoing, and for any Tax period ending after the Closing Date, SPP Refining shall be responsible for the timely filing of all Tax Returns required by applicable Law to be filed, and payment of all such Taxes (other than Taxes which are the responsibility of MPC pursuant to Sections 7.1 and 7.2) levied or imposed, in connection with the Refinery Assets, the Refinery Business or employees and independent contractors engaged in operating or maintaining the foregoing. Notwithstanding any other provision of this Agreement MPC shall pay to the contrary, any Losses relating to a failure of Buyer or Seller to satisfy their respective obligations under this Section 7.3(a), except in the case of such a failure by Buyer to the extent related SPP Refining an amount equal to any Taxes that for which MPC is liable pursuant to Sections 7.1 and 7.2 but which are included in the Paline Taxes, shall payable with Tax Returns to be limited filed by SPP Refining pursuant to any interest and penalties imposed by the applicable Governmental Authority after the Closing Date with respect this Section within three Business Days prior to such failure. (b) Not later than 20 days before the due date (taking into account extensions) for the filing of any Tax Return of Lion and Paline Pipeline Company (and any affiliated, consolidated, combined or unitary group of which either of Lion or Paline Pipeline Company is a member) that sets forth any Taxes that are included in the Paline Taxes, other than (i) any Tax Return described in Section 7.3(c) and (ii) any Tax Return relating to any Transfer Taxes which Seller is required to prepare and file, including a Transfer Tax Return of Paline Pipeline Company (a “Paline Tax Return”), Buyer shall deliver to Seller a draft of the portion of such Paline Tax Return that relates to Taxes included in the Paline Taxes for Seller’s review and comment. Seller shall have 10 days following the receipt of any such Paline Tax Return to provide its written comments to Buyer regarding any Tax items that would affect the computation of the Paline Taxes. Buyer shall make a good faith effort to consider any such written comments received from Seller. If Seller has not delivered any such written comments to Buyer during such 10-day period, Seller shall be considered to have accepted such Paline Tax Return. Notwithstanding the foregoing, Seller will take the position, unless otherwise required by Law, for purposes of any Tax Return for Transfer Taxes prepared and filed by Seller or its Affiliates, including the Companies, that the assets transferred in the Paline Pipeline Equity Transfer were the equity interests in Paline Pipeline Company and not the assets of Paline Pipeline Company. (c) Not later than 20 days before the due date (taking into account extensions) of any combined Texas franchise Tax Return of Seller and its Affiliates, including the Companies and Paline Pipeline Company, that sets forth any Taxes that are included in the Paline Taxes, Seller shall deliver to Buyer a draft of the portion of such Tax Return that relates to the Companies and Paline Pipeline Company for Buyer’s review and comment. Buyer shall have 10 days following the receipt of any such Tax Return to provide its written comments to Seller regarding any Tax item that would affect the computation of the Paline Taxes. Seller shall make a good faith effort to consider any such written comments received from Buyer. If Buyer has not delivered any such written comments to Seller during such 10-day period, Buyer shall be considered to have accepted such Tax Return. Seller shall include the Companies and Paline Pipeline Company in Seller’s combined group through the Closing Date for purposes of Seller’s Texas franchise Tax Returns and none of the Companies will be designated as the reporting company for such Tax Returns. (db) Buyer SPP Refining and MPC shall be responsible for causing any Paline Tax Return to be timely filed, and the payment of all Taxes reflected thereon. Buyer shall provide to Seller a copy of any such Paline Tax Return not later than 30 days after filing. Seller shall be responsible for causing any Tax Return described in Section 7.3(c) to be timely filed, and the payment of all Taxes reflected thereon. Seller shall provide to Buyer a copy of the portion of such Tax Return that relates to the Companies and Paline Pipeline Company not later than 30 days after filing. Any Tax Return described in this Section 7.3(d) that is actually filed (i) shall be consistent with the determination of Paline Taxes in accordance with Section 2.4(a) and (ii) shall be prepared in a manner consistent with practices followed in prior Tax Years except as otherwise required by Law. (e) Buyer and Seller shall (and shall cause their Affiliates to) cooperate fully, as and to the extent reasonably requested by the other another Party, at such other Party’s sole cost and expense, in connection with the filing of Tax Returns with respect pursuant to the Companies and Paline Pipeline Company this Section 7.5 and any Proceeding Tax audit or other Tax proceeding with respect to Taxes and the preparation of any allocation described in Section 3.2(c)(i(“Tax Contest”). Such cooperation shall include the retention and (upon a Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding Tax Contest and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer SPP Refining and Seller MPC agree (i) to retain all Records books and records with respect to Tax matters pertinent to the Companies and Refinery Assets or the Refinery Business relating to any taxable period beginning before the Pre-Closing Date Tax Period until the expiration of the applicable statute of limitations (and, to the extent notified by Buyer or SellerSPP Refining, 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 Records books and records and, if the other another Party so requests, Buyer SPP Refining or SellerMPC, as the case may be, shall allow the other Party to take possession of such Records books and records at the other that Party’s sole expense. (c) MPC shall have the right to represent its interests in any Tax Contest relating to the Pre-Closing Tax Period with respect to the Refinery Assets, the Refinery Business or employees and independent contractors engaged in operating or maintaining the foregoing, employ counsel of its choice at its expense and to control the conduct of such Tax Contest. MPC shall have the right to settle or dispose of any such Tax Contest, provided that MPC shall allow SPP Refining to participate in any such proceeding (at its own cost and expense); provided further that no settlement or other disposition of any claim for Tax which would adversely affect SPP Refining in any Post-Closing Tax Period shall be agreed to without SPP Refining’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Tax Returns; Audits. (a) For each Tax Return required by Law to be filed by any of the Companies for which the due date (taking into account extensions) is on or after the date hereof and on or prior to the Closing Date, Seller shall be responsible for causing such Tax Return to be timely filed, and the payment by the Companies of all Taxes reflected thereon, and for each Tax Return required by Law to be filed by any of the Companies for which the due date (taking into account extensions) is after the Closing Date, including any such consolidated federal income Tax Return of the affiliated group of which Lion is the common parent for any Tax Year ending on or prior to the Closing Date, Buyer shall be responsible for causing such Tax Return to be timely filed and the payment of all Taxes reflected thereon. Notwithstanding any other provision of this Agreement to the contrary, any Losses relating to a failure of Buyer or Seller to satisfy their respective obligations under this Section 7.3(a), except in the case of such a failure by Buyer to the extent related to any Taxes that are included in the Paline Taxes, shall be limited to any interest and penalties imposed by the applicable Governmental Authority after the Closing Date with respect to such failure. (b) Not later than 20 days before the due date (taking into account extensions) of any Tax Return of Lion and Paline Pipeline Company (and any affiliated, consolidated, combined or unitary group of which either of Lion or Paline Pipeline Company is a member) that sets forth any Taxes that are included in the Paline Taxes, other than (i) any Tax Return described in Section 7.3(c) and (ii) any Tax Return relating to any Transfer Taxes which Seller is required to prepare and file, including a Transfer Tax Return of Paline Pipeline Company (a “Paline Tax Return”), Buyer shall deliver to Seller a draft of the portion of such Paline Tax Return that relates to Taxes included in the Paline Taxes for Seller’s review and comment. Seller shall have 10 days following the receipt of any such Paline Tax Return to provide its written comments to Buyer regarding any Tax items that would affect the computation of the Paline Taxes. Buyer shall make a good faith effort to consider any such written comments received from Seller. If Seller has not delivered any such written comments to Buyer during such 10-day period, Seller shall be considered to have accepted such Paline Tax Return. Notwithstanding the foregoing, Seller will take the position, unless otherwise required by Law, for purposes of any Tax Return for Transfer Taxes prepared and filed by Seller or its Affiliates, including the Companies, that the assets transferred in the Paline Pipeline Equity Transfer were the equity interests in Paline Pipeline Company and not the assets of Paline Pipeline Company. (c) Not later than 20 days before the due date (taking into account extensions) of any combined Texas franchise Tax Return of Seller and its Affiliates, including the Companies and Paline Pipeline Company, that sets forth any Taxes that are included in the Paline Taxes, Seller shall deliver to Buyer a draft of the portion of such Tax Return that relates to the Companies and Paline Pipeline Company for Buyer’s review and comment. Buyer shall have 10 days following the receipt of any such Tax Return to provide its written comments to Seller regarding any Tax item that would affect the computation of the Paline Taxes. Seller shall make a good faith effort to consider any such written comments received from Buyer. If Buyer has not delivered any such written comments to Seller during such 10-day period, Buyer shall be considered to have accepted such Tax Return. Seller shall include the Companies and Paline Pipeline Company in Seller’s combined group through the Closing Date for purposes of Seller’s Texas franchise Tax Returns and none of the Companies will be designated as the reporting company for such Tax Returns. (d) Buyer shall be responsible for causing any Paline Tax Return to be timely filed, and the payment of all Taxes reflected thereon. Buyer shall provide to Seller a copy of any such Paline Tax Return not later than 30 days after filing. Seller shall be responsible for causing any Tax Return described in Section 7.3(c) to be timely filed, and the payment of all Taxes reflected thereon. Seller shall provide to Buyer a copy of the portion of such Tax Return that relates to the Companies and Paline Pipeline Company not later than 30 days after filing. Any Tax Return described in this Section 7.3(d) that is actually filed (i) shall be consistent with the determination of Paline Taxes in accordance with Section 2.4(a) and (ii) shall be prepared in a manner consistent with practices followed in prior Tax Years except Except as otherwise required by Law. (e) Buyer and Seller shall (and shall cause their Affiliates to) cooperate fully, as and to the extent reasonably requested by the other Party, at such other Party’s sole cost and expense, in connection with the filing of Tax Returns with respect to the Companies and Paline Pipeline Company and any Proceeding with respect to Taxes and the preparation of any allocation described in Section 3.2(c)(i). Such cooperation shall include the retention and (upon a Party’s request) the provision of records and information that are reasonably relevant to such Proceeding and making employees available disclosed on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer and Seller agree Schedule 11(k): (i) to retain the extent applicable, each Seller has filed with all Records with respect appropriate Governmental Entities all Tax Returns which it is required to Tax matters pertinent file pertaining to the Companies Assets and the Business to each Seller’s Knowledge is in compliance with all Legal Requirements relating to any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (andTaxes, to the extent notified by Buyer or Sellerincluding, any extensions thereof) of the respective taxable periodsall required federal, state and to abide by all record retention agreements entered into with any Governmental Authoritylocal income, sales, use, property and franchise Tax Returns, and (ii) the amounts shown as owing on the Tax Returns are true and correct amounts and each Seller has paid all taxes shown as due on such returns and all other taxes due and owing in the operation of the Business, and, to give each Seller’s Knowledge, neither Seller is delinquent in the other Party reasonable written notice payment of any Taxes claimed to be due and owing by any federal, state or local taxing authority pertaining to Sellers’ Business. Neither Seller has given any waiver or extension of any statute of limitations governing the time for assessment or collection of any federal, state or local tax which has not expired prior to transferringthe date hereof on the Assets to be transferred pursuant to this Agreement. No Encumbrances (other than Permitted Encumbrances), destroyingproceedings, or discarding any such Records andlawsuits, if the other Party so requests, Buyer or investigations known to either Seller, as inquiries known to either Seller or other actions to either Seller’s Knowledge which are pending, to be threatened or open seek the case may beassessment or collection of additional Taxes of any kind from either Seller specifically relating to any portion of the Assets, shall allow and to each Seller’s Knowledge, no other examination by the Internal Revenue Service or any other Party taxing authority affecting the Business or any portion of the Assets is now pending. Taxes which each Seller was required by Legal Requirements to take possession of withhold or collect in respect to the Assets or the Business have been withheld or collected and have been paid over to the proper Governmental Entities or are properly held by each Seller for such Records at the other Party’s sole expensepayment when due and payable.