SELLER'S CONSOLIDATED FEDERAL INCOME TAX RETURNS FOR
ALL PERIODS THROUGH THE CLOSING DATE AND PAY ANY FEDERAL INCOME TAXES
ATTRIBUTABLE TO SUCH INCOME.
FOR ALL TAXABLE PERIODS ENDING ON OR BEFORE THE
CLOSING DATE, SELLER SHALL CAUSE THE COMPANY TO JOIN IN SELLER'S CONSOLIDATED
FEDERAL INCOME TAX RETURN AND, IN JURISDICTIONS REQUIRING SEPARATE REPORTING
FROM SELLER, TO FILE SEPARATE COMPANY STATE AND LOCAL INCOME TAX RETURNS.
ALL
SUCH TAX RETURNS SHALL BE PREPARED AND FILED IN A MANNER CONSISTENT WITH PRIOR
PRACTICE, EXCEPT AS REQUIRED BY A CHANGE IN APPLICABLE LAW.
BUYER SHALL CAUSE
THE COMPANY TO FURNISH INFORMATION TO SELLER AS REASONABLY REQUESTED BY SELLER
TO ALLOW SELLER TO SATISFY ITS OBLIGATIONS UNDER THIS SECTION IN ACCORDANCE WITH
PAST CUSTOM AND PRACTICE.
THE COMPANY AND BUYER SHALL CONSULT AND COOPERATE
WITH SELLER AS TO ANY ELECTIONS TO BE MADE ON TAX RETURNS OF THE COMPANY FOR
PERIODS ENDING ON OR BEFORE THE CLOSING DATE.
(D)
COOPERATION ON TAX MATTERS.
BUYER, THE COMPANY AND SELLER SHALL
COOPERATE FULLY, AS AND TO THE EXTENT REASONABLY REQUESTED BY THE OTHER PARTY,
IN CONNECTION WITH THE FILING OF TAX RETURNS PURSUANT TO THIS SECTION 10.03 AND
ANY AUDIT, LITIGATION OR OTHER PROCEEDING WITH RESPECT TO TAXES.
SUCH
COOPERATION SHALL INCLUDE THE RETENTION AND (UPON THE OTHER PARTY'S REQUEST) THE
PROVISION OF RECORDS AND INFORMATION THAT ARE REASONABLY RELEVANT TO ANY SUCH
AUDIT, LITIGATION OR OTHER PROCEEDING AND MAKING EMPLOYEES AVAILABLE ON A
MUTUALLY CONVENIENT BASIS TO PROVIDE ADDITIONAL INFORMATION AND EXPLANATION OF
ANY MATERIAL PROVIDED HEREUNDER.
THE COMPANY AND SELLER AGREE (I) TO RETAIN ALL
BOOKS AND RECORDS WITH RESPECT TO TAX MATTERS PERTINENT TO THE COMPANY RELATING
TO ANY TAXABLE PERIOD BEGINNING BEFORE THE CLOSING DATE UNTIL THE EXPIRATION OF
THE STATUTE OF LIMITATIONS (AND, TO THE EXTENT NOTIFIED BY BUYER OR SELLER, ANY
EXTENSIONS THEREOF) OF THE RESPECTIVE TAXABLE PERIODS, AND TO ABIDE BY ALL
RECORD RETENTION AGREEMENTS ENTERED INTO WITH ANY TAXING AUTHORITY, AND (II) TO
GIVE THE OTHER PARTY REASONABLE WRITTEN NOTICE PRIOR TO TRANSFERRING, DESTROYING
OR DISCARDING ANY SUCH BOOKS AND RECORDS AND, IF THE OTHER PARTY SO REQUESTS,
THE COMPANY OR SELLER, AS THE CASE MAY BE, SHALL ALLOW THE OTHER PARTY TO TAKE
POSSESSION OF SUCH BOOKS AND RECORDS.
SELLER SHALL NOT SETTLE ANY AUDIT OF A
SELLER CONSOLIDATED FEDERAL INCOME TAX RETURN TO THE EXTENT THAT SUCH RETURN
RELATES TO THE COMPANY IN A MANNER THAT WOULD ADVERSELY AFFECT THE COMPANY AFTER
THE CLOSING DATE UNLESS SUCH SETTLEMENT WOULD BE REASONABLE IN THE CASE OF A
PERSON THAT OWNED THE COMPANY BOTH BEFORE
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and after the Closing Date.
At Seller's request, Buyer shall cause the Company
to make or join with Seller in making any election if the making of such
election is not reasonably expected to have a material adverse impact on Buyer
or the Company for any Tax period beginning after the Closing Date.
(E)
POST-CLOSING TRANSACTIONS NOT IN ORDINARY COURSE.
BUYER AND
SELLER AGREE TO REPORT ALL TRANSACTIONS NOT IN