ANY TAX RETURN COVERING A STRADDLE PERIOD THAT IS
REQUIRED TO BE FILED AFTER THE CLOSING DATE WITH RESPECT TO LODI GAS AND LODI
DEVELOPMENT, BUYER SHALL CAUSE SUCH TAX RETURN TO BE PREPARED, AND SHALL CAUSE
TO BE INCLUDED IN SUCH TAX RETURN ALL TAX ITEMS REQUIRED TO BE INCLUDED
THEREIN.
BUYER SHALL PREPARE SUCH TAX RETURN IN A MANNER CONSISTENT WITH
PRACTICES FOLLOWED IN PRIOR YEARS WITH RESPECT TO SIMILAR TAX RETURNS AND IN
COMPLIANCE WITH THE LAWS OF EACH RESPECTIVE JURISDICTION.
AT LEAST TWENTY (20)
DAYS PRIOR TO THE DUE DATE (INCLUDING ANY EXTENSIONS) OF SUCH TAX RETURN, BUYER
SHALL FURNISH A COPY OF SUCH TAX RETURN TO SELLER.
BUYER SHALL PERMIT SELLER TO
REVIEW AND COMMENT ON SUCH TAX RETURN AND SHALL MAKE SUCH REVISIONS TO SUCH TAX
RETURN AS REASONABLY REQUESTED BY SELLER.
BUYER SHALL RECEIVE FROM SELLER AN
AMOUNT EQUAL TO THE PORTION OF SUCH TAXES WHICH RELATES TO THE PORTION OF SUCH
STRADDLE PERIOD ENDING ON THE CLOSING DATE ("ALLOCABLE TAX") NO LATER THAN THE
DUE DATE OF THE TAX RETURN BUT ONLY TO THE EXTENT THAT SUCH AMOUNT HAS NOT BEEN
GIVEN EFFECT IN THE CALCULATION OF ANY PURCHASE PRICE ADJUSTMENT PURSUANT TO
SECTION 2.2.
BUYER SHALL REFUND TO SELLER AN AMOUNT EQUAL TO ANY ALLOCABLE TAX
NOT PROPERLY ALLOCABLE TO SELLER PURSUANT TO THE PROVISIONS OF THIS SECTION
10.2(B), BUT ONLY TO THE EXTENT SUCH AMOUNT HAS NOT BEEN GIVEN EFFECT IN THE
CALCULATION OF ANY PURCHASE PRICE ADJUSTMENT PURSUANT TO SECTION 2.2.
BUYER
SHALL TIMELY FILE SUCH TAX RETURN WITH THE APPROPRIATE TAXING AUTHORITY AND PAY
ALL TAXES DUE WITH RESPECT TO SUCH TAX RETURNS.
(C)
IF A DISPUTE ARISES BETWEEN SELLER AND BUYER AS TO THE AMOUNT OF TAXES
FOR A STRADDLE PERIOD OR ANY OTHER ISSUES WITH RESPECT TO A TAX RETURN COVERING
THE STRADDLE PERIOD, THE PARTIES SHALL ATTEMPT IN GOOD FAITH TO RESOLVE SUCH
DISPUTE.
UPON RESOLUTION OF ANY DISPUTED ITEMS, THE BUYER SHALL TIMELY FILE
SUCH TAX RETURN AND PAY ALL TAXES DUE WITH RESPECT TO SUCH TAX RETURN.
IF THE
DISPUTE IS NOT RESOLVED BY THE TIME FOR FILING OF SUCH TAX RETURN, BUYER SHALL
TIMELY FILE THE TAX RETURN AND PAY THE TAXES DUE, AND THE PARTIES SHALL JOINTLY
REQUEST THAT THE NEUTRAL AUDITOR RESOLVE ANY ISSUE, WHICH RESOLUTION SHALL BE
FINAL, CONCLUSIVE AND BINDING ON THE PARTIES.
THE SCOPE OF THE NEUTRAL
ARBITRATOR'S REVIEW SHALL BE LIMITED TO THE DISPUTED ITEMS AND THE PARTIES,
SHALL, IF NECESSARY, FILE AN AMENDED TAX RETURN REFLECTING THE FINAL RESOLUTION
OF THE DISPUTED ITEMS.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, THE FEES AND EXPENSES OF THE NEUTRAL AUDITOR IN RESOLVING THE DISPUTE
SHALL BE BORNE 50% BY BUYER AND 50% BY SELLER.
ANY PAYMENT REQUIRED TO BE MADE
AS A RESULT OF THE RESOLUTION OF THE DISPUTE BY THE NEUTRAL AUDITOR SHALL BE
MADE WITHIN TEN (10) DAYS AFTER SUCH RESOLUTION, TOGETHER WITH ANY INTEREST
DETERMINED BY THE NEUTRAL AUDITOR TO BE APPROPRIATE.
BUYER