SPECIFIC EVENT OR TRANSACTION, THE AMOUNT OF ANY TAXES FOR THE PRE-CLOSING TAX
PERIOD OR POST-CLOSING TAX PERIOD WILL BE DETERMINED BASED ON THE ACTUAL DATE OF
SUCH EVENT OR TRANSACTION AND (III) THE AMOUNT OF OTHER TAXES OF THE COMPANY FOR
A STRADDLE PERIOD WHICH RELATE TO THE PRE-CLOSING TAX PERIOD WILL BE DEEMED TO
BE THE AMOUNT OF SUCH TAX FOR THE ENTIRE TAXABLE PERIOD MULTIPLIED BY A FRACTION
THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS IN THE TAXABLE PERIOD ENDING ON THE
CLOSING DATE AND THE DENOMINATOR OF WHICH IS THE NUMBER OF DAYS IN SUCH STRADDLE
PERIOD.
FOR TAXABLE PERIODS ENDING ON OR PRIOR TO THE CLOSING DATE, THE ENTIRE
AMOUNT OF TAXES WITH RESPECT TO SUCH TAXABLE PERIOD (WHETHER OR NOT SHOWN ON THE
TAX RETURN) WILL BE ALLOCABLE TO SELLER.
(F)
PRE-CLOSING TAX ATTRIBUTES.
ALL TAX
REFUNDS AND CREDITS OF THE COMPANY ATTRIBUTABLE TO THE PRE-CLOSING PERIODS WILL
BE THE PROPERTY OF SELLER, AND IF RECEIVED BY BUYER OR THE COMPANY SUCH REFUNDS
AND CREDITS WILL BE PROMPTLY DELIVERED TO SELLER.
IF IT IS DETERMINED THAT THE
COMPANY'S TAX LIABILITY FOR STATE INCOME TAXES IN TEXAS, LOUISIANA AND
MISSISSIPPI FOR THE TAXABLE PERIOD ENDING IN 2007 AND THE PRE-CLOSING PORTION OF
SUCH LIABILITY FOR THE TAXABLE PERIOD ENDING IN 2008 (THE "PRE-CLOSING STATE TAX
LIABILITY") IS LESS THAN THE ESTIMATED PRE-CLOSING STATE TAX LIABILITY, BUYER
WILL PAY TO SELLER THE AMOUNT BY WHICH ESTIMATED PRE-CLOSING STATE TAX LIABILITY
EXCEEDS THE PRE-CLOSING STATE TAX LIABILITY.
28
6.7
Cooperation with Respect to Tax Returns.
Buyer and Seller agree to furnish or cause to be furnished to each other, and
each at their own expense, as promptly as practicable, such information
(including access to books and records) and assistance, including making
employees available on a mutually convenient basis to provide additional
information and explanations of any material provided, relating to the Company
as is reasonably necessary for the filing of any Tax Return, for the preparation
for any audit, and for the prosecution or defense of any claim, suit or
proceeding relating to any adjustment or proposed adjustment with respect to
Taxes.
6.8
TAX SHARING AGREEMENTS.
TO THE EXTENT THERE
ARE ANY, ALL TAX SHARING AGREEMENTS AND ARRANGEMENTS BETWEEN (I) THE COMPANY ON
THE ONE HAND, AND (II) SELLER OR ANY OF ITS AFFILIATES ON THE OTHER HAND, ARE
TERMINATED EFFECTIVE AS OF THE CLOSING DATE AND HAVE NO FURTHER EFFECT FOR ANY
TAXABLE YEAR OR PERIOD (WHETHER A PAST, PRESENT OR FUTURE YEAR OR PERIOD), AND
THE COMPANY DOES NOT HAVE ANY ADDITIONAL PAYMENT OBLIGATIONS THEREUNDER WITH
RESPECT TO ANY PERIOD (WHETHER A PAST, PRESENT OR FUTURE PERIOD) IN RESPECT OF
THE RE-DETERMINATION OF TAX LIABILITIES OR OTHERWISE.
6.9
Sterling Bank Account.
Seller and CYMRI
will prompty deliver to the Company any and all checks and other payments
received by Seller or CYMRI that belong to the Company including, without
limitation, all payments for the Company received in [Sterling Bank Account
No.
]