Texas Franchise Taxes. Notwithstanding any provision of this Agreement to the contrary, the responsibility for Texas franchise Taxes with respect to the operations of the Company Assets shall be prorated between Sellers and Buyer as of the Effective Date, with the Sellers responsible for such Texas franchise Taxes for all periods on or prior to the Effective Date, and such proration based on a closing of the books and the operational results of the Company Assets for the year of the Effective Date, notwithstanding that such Texas franchise Taxes are payable in a subsequent year. Parties acknowledge this transaction is not subject to Texas Franchise Taxes.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Sanchez Production Partners LP), Purchase and Sale Agreement
Texas Franchise Taxes. Notwithstanding any provision of this Agreement to the contrary, the responsibility for Texas franchise Taxes with respect to the operations of each of the Company Assets Companies (as opposed to the sale of the Interests which shall be governed by Section 14.1(b)(iii)) shall be prorated between Sellers Seller and Buyer as of the Effective Date, with the Sellers Seller responsible for such Texas franchise Taxes for all periods on or prior to the Effective Date, and such proration based on a closing of the books and the operational results of the Company Assets Companies for the year of the Effective Date, notwithstanding that such Texas franchise Taxes are payable in a subsequent year. Parties acknowledge this transaction is not subject to Texas Franchise Taxes.
Appears in 2 contracts
Samples: Membership Interest Purchase and Sale Agreement, Membership Interest Purchase and Sale Agreement (Constellation Energy Partners LLC)
Texas Franchise Taxes. Notwithstanding any provision of this Agreement to the contrary, the responsibility for Texas franchise Taxes with respect to the operations of the Company Assets shall be prorated between Sellers Seller and Buyer as of the Effective Date, with the Sellers Seller responsible for such Texas franchise Taxes for all periods on or prior to the Effective Date, and such proration based on a closing of the books and the operational results of the Company Assets for the year of the Effective Date, notwithstanding that such Texas franchise Taxes are payable in a subsequent year. Parties acknowledge this transaction is not subject to Texas Franchise Taxes.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Sanchez Midstream Partners LP)
