Common use of Post-Closing Tax Matters Clause in Contracts

Post-Closing Tax Matters. (a) Sellers shall file or cause to be filed when due all Tax Returns due to be filed on or prior to the Closing Date and all U.S. federal, state and local income and franchise Tax Returns with respect to the Company or its Subsidiaries with respect to the taxable periods ending on or before the Closing Date. (b) Purchaser shall file or cause to file when due all other Tax Returns with respect to the Company or its Subsidiaries due to be filed after the Closing Date. (c) After the Closing Date, each of Sellers and Purchaser shall: (i) assist (and cause their respective affiliates to assist) the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with this Agreement; (ii) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns and payments in respect thereof; (iii) make available to the other and to any taxing authority as reasonably requested all relevant information, records, and documents relating to Taxes; (iv) provide timely notice to the other in writing of any pending or proposed audits or assessments with respect to Taxes for which the other may have a liability under this Agreement; (v) furnish the other with copies of all relevant correspondence received from any taxing authority in connection with any audit or information request with respect to any Taxes referred to in subsection (iv) above; and (vi) bear the other party's reasonable out-of-pocket expenses in complying with a request by a party for the other party's assistance or cooperation to the extent that those expenses are attributable to fees and other costs of unaffiliated third- party service providers. (d) Sellers agree to pay all Taxes relating to the Kept Assets, including, without limitation, all income Taxes and Transfer Taxes resulting from their transfer and the spin off of any Newco Sub to Sellers.

Post-Closing Tax Matters. (a) Sellers shall file or cause to be filed when due all Tax Returns due to be filed on or prior to the Closing Date and all U.S. federal, state and local income and franchise Tax Returns with respect to the Company or its Subsidiaries with respect to the taxable periods ending on or before the Closing Date. (b) Purchaser shall file or cause to file when due all other Tax Returns with respect to the Company or its Subsidiaries due to be filed after the Closing Date. (c) After the Closing Date, each of Sellers Newco Parent and Purchaser shallthe Company Parent shall (and shall cause their respective Subsidiaries to) cooperate fully, as and to the extent reasonably requested by the other party, in connection with filing of Tax Returns with respect to the Company and in any audit, litigation or other proceeding with respect to Taxes of the Company. Such assistance and cooperation shall include, but is not limited to, the following: (i) assist (and cause their respective affiliates to assist) the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with this Agreementfiling; (ii) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns and payments in with respect thereofto the Company; (iii) make available to the other and to any taxing authority as reasonably requested all relevant information, records, and documents relating to Taxes;Taxes with respect to the Company; and (iv) provide timely notice to the other in writing of any pending or proposed threatened Tax audits or assessments with respect to Taxes the Company for taxable periods for which the other party may have a liability under this Agreement; (v) liability, and furnish the other party with copies of all relevant correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any Taxes referred to in subsection (iv) above; and (vi) bear the other party's reasonable out-of-pocket expenses in complying with a request by a party for the other party's assistance or cooperation to the extent that those expenses are attributable to fees and other costs of unaffiliated third- party service providerstaxable period. (db) Sellers agree Commencing on the Closing Date, Newco Parent shall (and shall cause its Subsidiaries to) retain until 90 days after the expiration of any applicable statutes of limitations, and the Company Parent shall have access to, and the right to pay copy, at its expense, during usual business hours upon reasonable prior notice to Newco Parent, copies of all Taxes Tax Returns, work schedules and other books, records or information which Newco Parent or any of its Subsidiaries possesses relating to the Kept Assets, including, without limitation, all income Taxes Company and Transfer Taxes resulting from their transfer and which may be reasonably required by the spin off of Company Parent in connection with its Tax matters (including as may be necessary to enable the Company Parent to prepare for or to respond to any Newco Sub to SellersTax audit).

Post-Closing Tax Matters. (ai) Sellers shall file or cause to be filed when due all Tax Returns due to be filed on or prior to the Closing Date For U.S. federal tax purposes (and all U.S. federal, state and local Tax purposes where applicable), Buyer, as the parent corporation, shall elect to file (i) a consolidated income Tax Return (IRS Form 1120 and applicable state and local Tax forms) with the Company, and (ii) a combined Texas franchise Tax Returns report, in each case to be effective as of the Closing Date, and shall cause the Company, as a subsidiary corporation, to consent to such election as provided in the Code, Treasury Regulations and other applicable Law. (ii) The Parties agree that no election shall be made under Section 336(e) or Section 338(h)(10) of the Code in connection with respect to the Transaction. (iii) Promptly upon receipt by the Company or its Subsidiaries with respect Buyer, the Buyer shall pay to Seller any refund, rebate, abatement, reduction or other recovery (whether direct or indirect through a right of setoff or credit) of Taxes of the Company and any interest received thereon, attributable to any Pre-Closing Tax Period of the Company. The Parties agree to treat any payment made pursuant to this Section 6.4(f)(iii) as an adjustment to the taxable periods ending on Purchase Price for Tax purposes. Upon request by Seller or before the Closing Date. (b) Purchaser shall file or cause to file when due all other Tax Returns with respect to the Company or its Subsidiaries due to be filed Shareholder after the Closing Date. , the Buyer shall cause the Company to use commercially reasonable efforts to obtain any refund, rebate, abatement, reduction or other recovery (cwhether direct or indirect through a right of setoff or credit) After of Taxes of the Closing Date, each of Sellers Company and Purchaser shall: (i) assist (and cause their respective affiliates to assist) the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with this Agreement; (ii) cooperate fully in preparing applicable interest for any audits of, or disputes with taxing authorities regarding, any Pre-Closing Tax Returns and payments in respect thereof; (iii) make available Period that would be payable to the other and Seller pursuant to any taxing authority as reasonably requested all relevant informationthis Section 6.4(f)(iii), records, and documents relating to Taxes;including by filing amended Tax Returns. (iv) provide timely notice Following the Closing, unless the Seller and the Shareholder provides their prior written consent, the Buyer and the Company shall not (i) amend, refile or otherwise modify any Tax election or Tax Return of or related to the other in writing of any pending or proposed audits or assessments Company with respect to any Pre-Closing Tax Period, (ii) file a Tax Return of the Company for a Pre-Closing Tax Period in a jurisdiction where the Company has not previously filed a Tax Return, (iii) grant an extension of any applicable statute of limitations with respect to a Tax Return of the Company for a Pre-Closing Tax Period, or (iv) enter into any voluntary disclosure Tax program, agreement or arrangement with any Governmental Authority or Tax Authority that relates to the Taxes or Tax Returns of the Company for which the other may have a liability under this Agreement;Pre-Closing Tax Period. (v) furnish the other with copies For purposes of this Section 6.4, all relevant correspondence received from any taxing authority in connection with any audit or information request with respect to any Taxes referred to in subsection (iv) above; and (vi) bear the other party's reasonable out-of-pocket expenses in complying with a request by a party for the other party's assistance or cooperation references to the extent that those expenses are attributable to fees and other costs of unaffiliated third- party service providers. (d) Sellers agree to pay all Taxes relating to Buyer, the Kept AssetsSeller, including, without limitation, all income Taxes and Transfer Taxes resulting from their transfer the Shareholder and the spin off of any Newco Sub to SellersCompany include their respective successors.