19- 24 (A Sample Clauses

19- 24 (A. Buyer shall be responsible for the preparation and timely filing of all returns (other than Income Tax returns the responsibility for the preparation and filing of which is governed by Section 6.01(a)), documents, statements and other forms required to be filed with any federal, state or local taxing authority in connection with the Section 338(h)(10) Elections (the "Section 338 Forms"); provided, however, that Seller shall be solely responsible for calculating the gain or loss resulting from making the Section 338(h)(10) Elections; (B) Seller shall cooperate with Buyer to enable Buyer to prepare and file all Section 338 Forms and shall execute and deliver to Buyer such documents or forms as are required by the Code or the regulations promulgated thereunder (and any applicable analogous provision of state or local law) to properly complete the Section 338 Forms and to complete the Section 338 Elections, provided that such material is completed and delivered by Buyer to Seller for execution at least 60 days prior to the date Buyer wishes to file such material; (C) The Purchase Price, liabilities of the Company, and other relevant items, shall be allocated in accordance with the rules of section 338 of the Code and the regulations promulgated thereunder. Such allocation shall be set forth on a schedule which shall be prepared jointly by Buyer and Seller within 90 days following the Closing Date. All allocations contained in such schedule shall be used by each party and its affiliates in preparing the Section 338 Forms and all relevant Income Tax returns, subject to adjustment to reflect (i) Seller's selling expenses as a reduction of sales proceeds, and (ii) Buyer's acquisition expenses as an addition to Purchase Price; (D) Buyer hereby indemnifies and holds Seller, the Company and any affiliated person or entity affected thereby harmless from and against any and all claims, demands, liabilities, obligations, taxes, actions, suits, proceedings, losses, damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including interest, penalties and reasonable attorneys' fees, of every kind and description, contingent or otherwise, arising out of or resulting from any adverse tax consequences ("Tax Damages") that may result (a) if Buyer makes an election under section 338(g) of the Code and Buyer and Seller do not make Section 338(h)(10) Elections, or (b) if any income or gain is otherwise recognized by the Company after Buyer acquires control ...
19- 24 (A. The respective rights and responsibilities of the parties with respect to operation of transmission, substation and metering facilities and line tap as described in Section 2.03; B. The respective rights and responsibilities of the parties with respect to sulfur dioxide emissions as described in Section 4.02; C. Ohio's agreement to hold RAC harmless from stranded costs as described in Section 7.01; and D. RAC's rights to utilize transmission facilities after June 30, 1998 for service to the Ravenswood Plant as described in Section 7.02.