Common use of Tax Returns; Liability for Taxes Clause in Contracts

Tax Returns; Liability for Taxes. (1) At the Managing General Partner's election, the Managing General Partner shall be responsible for and shall have the ultimate discretion with respect to, all Returns required or permitted by applicable law to be filed by the Managing General Partner with respect to the Company for all taxable periods that end on or before the Closing Date; provided, however, that the preparation and filing of such Returns shall be subject to review and approval of the Purchaser (which approval shall not be unreasonably withheld). If the Managing General Partner does not elect to prepare and file such Returns, the Purchaser shall be responsible for, and shall have the ultimate discretion with respect to, such Returns; provided, however, that the preparation and filing of such Returns shall be subject to review and approval of the Managing General Partner (which approval shall no be unreasonably withheld). (2) The Purchaser shall be responsible for, and shall have the ultimate discretion with respect to, all Returns required to be filed by the Company for all taxable periods that begin before and end after the Closing Date; provided, however, that the preparation and filing of such Returns shall be subject to review and approval of the Managing General Partner (which approval shall not be unreasonably withheld). (3) The Purchaser shall be responsible for, and shall have ultimate discretion with respect to, all Returns required to be filed by the Company for taxable periods that begin on or after the Closing Date. (4) All reasonable, out-of-pocket costs, fees, and expenses relating to the preparation and filing of Returns of the Company (whether filed and prepared by the Managing General Partner or the Purchaser) shall be the responsibility of the Company. (5) Purchaser shall be liable and shall indemnify the Sellers for any and all Taxes imposed on the Company (but not the Sellers) for which the Sellers are liable relating to or apportioned to any taxable year or portion thereof beginning and ending after the Closing Date (except to the extent no provision was properly made for such Tax on the Balance Sheet in accordance with GAAP as set forth in Section 4.8(c)(i) of this Agreement). Indemnity payments made pursuant to this Section 10.3(a)(5) shall be increased by any Tax cost incurred as a result of the receipt of such payment and shall be decreased by any tax benefit (e.g., increased basis of an asset or a deduction available in a future year) received as a result of such payment (taking into account the time value of money). (6) The value of any cash or securities paid, transferred, or withheld in satisfaction of the indemnification obligations of Purchaser, the Company, or the Sellers under this Agreement will be treated for tax purposes as an adjustment to the purchase price for the Interests. (7) The Sellers shall notify Purchaser in writing of, and keep Purchaser fully informed as to the status of, any pending or threatened Tax audits or assessments that may result in a liability for which the Purchaser has indemnified the Sellers pursuant to this Section 9.03(a). Purchaser may control the audits and any proceedings relating to any such Tax claim, on condition that (a) it keeps the Sellers informed on a current basis of the status of any such proceedings and (b) the Sellers and their counsel have the right to participate, at the Sellers' expense, in any such proceeding. The Sellers shall not settle, either administratively or after the commencement of litigation, any such Tax claim without the prior written consent of Purchaser, which consent may not be unreasonably withheld.