UNLESS THE SALE
OF ALL OF THE ASSETS IS CONSUMMATED BY THE CLOSING DATE IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT.
IN FURTHERANCE OF THE FOREGOING, SELLER'S OBLIGATION
HEREUNDER TO SELL THE PREFERENCE PROPERTIES TO PURCHASER IS EXPRESSLY
CONDITIONED UPON THE CONSUMMATION BY THE CLOSING DATE OF THE SALE OF ALL OF THE
ASSETS (OTHER THAN RETAINED ASSETS OR OTHER ASSETS EXCLUDED PURSUANT TO THE
EXPRESS PROVISIONS OF THIS AGREEMENT) IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, EITHER BY CONVEYANCE TO PURCHASER OR CONVEYANCE PURSUANT TO AN
APPLICABLE PREFERENCE RIGHT; PROVIDED THAT, NOTHING HEREIN IS INTENDED OR SHALL
OPERATE TO EXTEND OR APPLY ANY PREFERENCE RIGHT TO ANY PORTION OF THE ASSETS
WHICH IS NOT OTHERWISE BURDENED THEREBY.
TIME IS OF THE ESSENCE WITH RESPECT TO
THE PARTIES' AGREEMENT TO CONSUMMATE THE SALE OF THE ASSETS BY THE CLOSING DATE
(OR BY THE DELAYED CLOSING DATE PURSUANT TO SECTION 7.7(C)).
31
SECTION 7.8
TAX MATTERS.
(A)
SUBJECT TO THE PROVISIONS OF SECTION 12.3, SELLER SHALL BE
RESPONSIBLE FOR ALL TAXES RELATED TO THE ASSETS (OTHER THAN AD VALOREM,
PROPERTY, SEVERANCE, HYDROCARBON PRODUCTION AND SIMILAR TAXES BASED UPON OR
MEASURED BY THE OWNERSHIP OR OPERATION OF THE ASSETS OR THE PRODUCTION OF
HYDROCARBONS THEREFROM, WHICH ARE ADDRESSED IN SECTION 1.4) ATTRIBUTABLE TO ANY
PERIOD OF TIME AT OR PRIOR TO THE CLOSING DATE, AND PURCHASER SHALL BE
RESPONSIBLE FOR ALL SUCH TAXES RELATED TO THE ASSETS ATTRIBUTABLE TO ANY PERIOD
OF TIME AFTER THE CLOSING DATE.
NOTWITHSTANDING THE FOREGOING, SELLER SHALL
HANDLE PAYMENT TO THE APPROPRIATE GOVERNMENTAL BODY OF ALL TAXES WITH RESPECT TO
THE ASSETS WHICH ARE REQUIRED TO BE PAID PRIOR TO CLOSING (AND SHALL FILE ALL
TAX RETURNS WITH RESPECT TO SUCH TAXES).
IF REQUESTED BY PURCHASER, SELLER WILL
ASSIST PURCHASER WITH PREPARATION OF ALL AD VALOREM AND PROPERTY TAX RETURNS FOR
PERIODS ENDING ON OR BEFORE THE CLOSING DATE (INCLUDING ANY EXTENSIONS
REQUESTED).
SELLER SHALL DELIVER TO PURCHASER WITHIN THIRTY (30) DAYS OF FILING
COPIES OF ALL TAX RETURNS TO BE FILED BY SELLER RELATING TO THE ASSETS AND ANY
SUPPORTING DOCUMENTATION TO BE PROVIDED BY SELLER TO GOVERNMENTAL BODIES FOR
PURCHASER'S APPROVAL, WHICH SHALL NOT BE UNREASONABLY WITHHELD, EXCLUDING TAX
RETURNS RELATED TO INCOME TAX, FRANCHISE TAX, OR OTHER SIMILAR TAXES.
PURCHASER
SHALL FILE ALL TAX RETURNS COVERING TAXES TREATED AS PROPERTY COSTS THAT ARE
REQUIRED TO BE FILED AFTER THE CLOSING DATE UNLESS COVERED ABOVE.
WITH RESPECT
TO SUCH TAX RETURNS COVERING A TAXABLE PERIOD WHICH INCLUDES THE EFFECTIVE DATE,
PURCHASER SHALL PROVIDE A COPY OF SUCH TAX RETURN TO SELLER WITHIN 30 DAYS OF
FILING FOR SELLER'S APPROVAL, WHICH SHALL NOT BE UNREASONABLY WITHHELD.
(B)
PURCHASER AND SELLER SHALL COOPERATE FULLY, AS AND TO THE EXTENT
REASONABLY REQUESTED BY THE OTHER PARTY, IN CONNECTION WITH THE FILING OF ANY
TAX RETURNS AND ANY AUDIT, LITIGATION OR OTHER PROCEEDING WITH RESPECT TO
TAXES.
SUCH COOPERATION SHALL INCLUDE THE RETENTION AND (UPON THE OTHER PARTY'S
REQUEST) THE PROVISION OF RECORDS AND INFORMATION WHICH