The Fifth Circuit in Marathon EG Holding Limited v. CMS Enterprises Co., No. 09-20034 (5th Cir. Feb. 10,2010), aff’g, No. H-07-2990 (S.D. Tex. July 30, 2008), denied a claim for indemnity by a buyer of target stock for taxes arising in target's post-closing tax year that were not sheltered by target's net operating loss (NOL) carryforwards arising in a pre-closing tax year because those NOL carryforwards were reduced after the closing as a result of an audit of target’s pre-closing tax years.