RECEIPT OF NOBLE'S INVOICE THEREFOR, EXCEPT TO THE
EXTENT TAKEN INTO ACCOUNT AS AN ADJUSTMENT TO THE PURCHASE PRICE PURSUANT TO
SECTION 2.2. IF PURCHASER IS THE OWNER OF RECORD AS OF THE ASSESSMENT DATE THEN
NOBLE SHALL PAY TO PURCHASER NOBLE'S PRO RATA PORTION OF PROPERTY TAXES WITHIN
THIRTY (30) DAYS AFTER RECEIPT OF PURCHASER'S INVOICE THEREFOR.
13.2
SALES TAXES.
THE PURCHASE PRICE PROVIDED FOR
HEREUNDER EXCLUDES ANY SALES TAXES OR OTHER TAXES REQUIRED TO BE PAID IN
CONNECTION WITH THE SALE OF THE ASSETS PURSUANT TO THIS
37
AGREEMENT.
PURCHASER, HOWEVER, SHALL BE LIABLE FOR ANY SALES AND USE TAXES,
CONVEYANCE, TRANSFER AND RECORDING FEES AND REAL ESTATE TRANSFER STAMPS OR TAXES
THAT MAY BE IMPOSED ON ANY TRANSFER OF THE ASSETS PURSUANT TO THIS AGREEMENT.
NOBLE SHALL, IN ACCORDANCE WITH APPLICABLE LAW, COLLECT AND REMIT ANY SALES,
GROSS RECEIPTS AND SIMILAR TAXES THAT ARE REQUIRED TO BE PAID AS A RESULT OF THE
TRANSFER OF THE ASSETS BY NOBLE TO PURCHASER.
13.3
OTHER TAXES.
ALL TAXES (OTHER THAN INCOME AND
FRANCHISE TAXES) ATTRIBUTABLE TO THE ASSETS THAT ARE IMPOSED ON OR WITH RESPECT
TO THE PRODUCTION OF HYDROCARBONS OR THE RECEIPT OF PROCEEDS THEREFROM
(INCLUDING BUT NOT LIMITED TO SEVERANCE, PRODUCTION, AND EXCISE TAXES) SHALL BE
APPORTIONED BETWEEN THE PARTIES BASED UPON THE RESPECTIVE SHARES OF PRODUCTION
TAKEN BY THE PARTIES. ALL SUCH TAXES THAT HAVE ACCRUED WITH RESPECT TO THE
PERIOD PRIOR TO THE CLOSING DATE HAVE BEEN OR WILL BE PROPERLY PAID OR WITHHELD
BY NOBLE (ALTHOUGH SUCH TAXES FOR THE PERIOD BETWEEN THE EFFECTIVE TIME AND THE
CLOSING DATE WILL BE TAKEN INTO ACCOUNT AS AN ADJUSTMENT TO THE PURCHASE PRICE
PURSUANT TO SECTION 2.2(A)) AND ALL STATEMENTS, RETURNS, AND DOCUMENTS PERTINENT
THERETO HAVE BEEN OR WILL BE PROPERLY FILED.
PURCHASER SHALL BE RESPONSIBLE FOR
PAYING OR WITHHOLDING OR CAUSING TO BE PAID OR WITHHELD ALL SUCH TAXES WHICH
HAVE ACCRUED AFTER THE CLOSING DATE AND FOR FILING ALL STATEMENTS, RETURNS, AND
DOCUMENTS INCIDENT THERETO.
13.4
COOPERATION.
EACH PARTY SHALL PROVIDE THE OTHER
PARTY WITH REASONABLE ACCESS TO ALL RELEVANT DOCUMENTS, DATA AND OTHER
INFORMATION (OTHER THAN THAT WHICH IS SUBJECT TO AN ATTORNEY-CLIENT PRIVILEGE)
WHICH MAY BE REQUIRED BY THE OTHER PARTY FOR THE PURPOSE OF PREPARING TAX
RETURNS, FILING REFUND CLAIMS AND RESPONDING TO ANY AUDIT BY ANY TAXING
JURISDICTION. EACH PARTY SHALL COOPERATE WITH ALL REASONABLE REQUESTS OF THE
OTHER PARTY MADE IN CONNECTION WITH CONTESTING THE IMPOSITION OF TAXES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY SHALL
BE REQUIRED AT ANY TIME TO DISCLOSE TO THE OTHER PARTY ANY TAX RETURN OR OTHER
CONFIDENTIAL TAX INFORMATION.
EXCEPT WHERE DISCLOSURE IS REQUIRED BY APPLICABLE
LAW, ANY INFORMATION OBTAINED BY A PARTY PURSUANT TO THIS SECTION 13.4 SHALL BE
KEPT CONFIDENTIAL BY SUCH PARTY, EXCEPT TO THE EXTENT DISCLOSURE IS REQUIRED IN
CONNECTION WITH THE FILING OF ANY TAX RETURNS OR CLAIMS FOR REFUND OR IN
CONNECTION WITH THE CONDUCT OF AN AUDIT, OR OTHER PROCEEDINGS IN RESPONSE