Common use of Return Preparation Clause in Contracts

Return Preparation. SXE GP shall, at its sole cost and expense, timely prepare or cause to be timely prepared all Tax Returns of the Contributed Entities due after the Closing Date that relate to a Pre-Closing Tax Period, including a Straddle Period (the “Post-Closing Returns”), other than Tax Returns of, or that include, TexStar or any of its Affiliates (other than members of the TexStar Group) or the T2 LaSalle Entities (the “Excluded Returns”). The Post-Closing Returns shall, to the extent permitted by applicable Law, be prepared on a basis consistent with existing procedures and practices and accounting methods of the applicable Contributed Entity, except for inconsistencies required by changes in Law or facts. At least 20 days prior to the due date of any Post-Closing Return (other than any Excluded Return) that is an income or franchise Tax Return (including, for the avoidance of doubt, any Texas franchise tax return), or a reasonable period of time with respect to a Post-Closing Return that is a non-income or non-franchise Tax Return, SXE GP shall submit a draft of such Post-Closing Returns for review and approval (with such approval shall not be unreasonably withheld, conditioned or delayed) to TexStar and the Southcross Director with respect to Post-Closing Returns of any member of the TexStar Group. SXE GP shall consider in good faith any comments made by TexStar and the Southcross Director, and shall attempt in good faith to resolve any disagreements regarding such Post-Closing Returns prior to the due date for filing. In the event that SXE GP, the Southcross Director and TexStar are unable to resolve any dispute with respect to any such Post-Closing Return at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 7.13(h), which resolution shall be binding on the Parties. SXE GP shall timely file or cause to be timely filed all Post-Closing Returns (other than Excluded Returns) and timely pay, or cause the Contributed Entities to timely pay, all Taxes shown as due on such Post-Closing Returns, as finalized pursuant to this Section 7.13(b). With respect to any such Post-Closing Return, the amount of undisputed Tax due with respect to such Pre-Closing Tax Period (as determined under Section 7.13(d) with respect to Straddle Periods) shall be paid to SXE by TexStar at least five Business Days prior to the filing of such Post-Closing Return. In the event of a dispute with respect to any such Post-Closing Return, the disputed amounts shall become payable by TexStar to SXE promptly when such items in dispute are resolved pursuant Section 7.13(h).

Return Preparation. SXE GP shall, at its sole cost and expense, timely prepare or cause to be timely prepared all Tax Returns of the Contributed Entities due after the Closing Date that relate to a Pre-Closing Tax Period, including a Straddle Period (the “Post-Closing Returns”), other than Tax Returns of, or that include, TexStar or any of its Affiliates (other than members of the TexStar Group) or the T2 LaSalle Entities (the “Excluded Returns”). The Post-Post- Closing Returns shall, to the extent permitted by applicable Law, be prepared on a basis consistent with existing procedures and practices and accounting methods of the applicable Contributed Entity, except for inconsistencies required by changes in Law or facts. At least 20 days prior to the due date of any Post-Closing Return (other than any Excluded Return) that is an income or franchise Tax Return (including, for the avoidance of doubt, any Texas franchise tax return), or a reasonable period of time with respect to a Post-Closing Return that is a non-income or non-franchise Tax Return, SXE GP shall submit a draft of such Post-Closing Returns for review and approval (with such approval shall not be unreasonably withheld, conditioned or delayed) to TexStar and the Southcross Director with respect to Post-Closing Returns of any member of the TexStar Group. SXE GP shall consider in good faith any comments made by TexStar and the Southcross Director, and shall attempt in good faith to resolve any disagreements regarding such Post-Closing Returns prior to the due date for filing. In the event that SXE GP, the Southcross Director and TexStar are unable to resolve any dispute with respect to any such Post-Closing Return at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 7.13(h), which resolution shall be binding on the Parties. SXE GP shall timely file or cause to be timely filed all Post-Closing Returns (other than Excluded Returns) and timely pay, or cause the Contributed Entities to timely pay, all Taxes shown as due on such Post-Closing Returns, as finalized pursuant to this Section 7.13(b). With respect to any such Post-Closing Return, the amount of undisputed Tax due with respect to such Pre-Closing Tax Period (as determined under Section 7.13(d) with respect to Straddle Periods) shall be paid to SXE by TexStar at least five Business Days prior to the filing of such Post-Closing Return. In the event of a dispute with respect to any such Post-Post- Closing Return, the disputed amounts shall become payable by TexStar to SXE promptly when such items in dispute are resolved pursuant Section 7.13(h).