OF ANY BUYER'S WARRANTIES.
9.
TAX MATTERS AND WELL INDEMNITY
9.1
LIABILITY FOR TAXES:
(A)
FROM AND AFTER CLOSING, THE SELLER SHALL
INDEMNIFY, DEFEND AND HOLD HARMLESS THE BUYER FROM AND AGAINST ANY AMOUNTS
ACTUALLY PAID BY THE BUYER OR THE COMPANY IN RESPECT OF ANY TAXES THAT ARE
IMPOSED ON OR INCURRED BY THE COMPANY AND ATTRIBUTABLE TO ANY TAXABLE PERIOD
BEGINNING AFTER DECEMBER 31, 2005 AND ENDING PRIOR TO THE CLOSING DATE AS WELL
AS THE PORTION, DETERMINED AS DESCRIBED IN CLAUSE 9.1(B), OF ANY SUCH TAXES FOR
ANY TAXABLE PERIOD BEGINNING (I) AFTER DECEMBER 31, 2005 BUT PRIOR TO THE
CLOSING DATE AND (II) ENDING ON OR AFTER THE CLOSING DATE, WHICH IS ALLOCABLE TO
THE PORTION OF SUCH PERIOD OCCURRING PRIOR TO THE CLOSING DATE (THE
"PRE-EFFECTIVE TIME PERIOD").
(B)
WHENEVER IT IS NECESSARY FOR PURPOSES OF
THIS AGREEMENT TO DETERMINE THE PORTION OF ANY TAXES OF OR WITH RESPECT TO THE
COMPANY FOR A TAXABLE PERIOD BEGINNING PRIOR TO AND ENDING AFTER THE CLOSING
DATE WHICH IS ALLOCABLE TO THE PRE-EFFECTIVE TIME PERIOD AND THE PERIOD
OCCURRING ON OR AFTER THE CLOSING DATE ("POST-EFFECTIVE TIME PERIOD"), THE
DETERMINATION SHALL BE MADE BY ASSUMING THAT THE PRE-EFFECTIVE TIME PERIOD AND
THE POST-EFFECTIVE TIME PERIOD EACH CONSTITUTES A SEPARATE TAXABLE PERIOD AND BY
TAKING INTO ACCOUNT THE ACTUAL TAXABLE EVENTS OCCURRING DURING EACH SUCH PERIOD.
(C)
ANY CLAIM FOR INDEMNIFICATION UNDER THIS
CLAUSE 9.1 MUST BE MADE NO LATER THAN THREE (3) MONTHS FOLLOWING THE END OF THE
APPLICABLE HUNGARIAN STATUTORY LIMITATION PERIOD IN RESPECT OF THE RELEVANT TAX
RETURN TO WHICH THE CLAIM FOR INDEMNIFICATION RELATES ("TAX INDEMNITY PERIOD")
IN ACCORDANCE WITH THE PROVISIONS APPLICABLE TO A THIRD PARTY CLAIM CONTAINED IN
CLAUSE 7.1.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
CLAUSE 9.1(A):
(I)
NO CLAIM IN RESPECT OF TAXES SHALL ENTITLE THE
BUYER TO BE INDEMNIFIED TO THE EXTENT THAT IT CORRESPONDS TO A MERE CHANGE IN
THE TIME WHEN A TAX SHOULD HAVE BEEN PAID OR SUCH TAX CAN EFFECTIVELY BE
DEDUCTED OR RECOVERED BY THE COMPANY (EXCEPT THAT THE BUYER
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SHALL BE ENTITLED TO BE INDEMNIFIED FOR ANY RESULTING INTEREST CHARGES OR
PENALTIES FOR LATE PAYMENT) AND/OR TO THE EXTENT THAT SUCH CLAIM ARISES (OR SUCH
CLAIM HAVING ARISEN, IS INCREASED) BY A FAILURE OR OMISSION ON THE PART OF THE
COMPANY TO MAKE ANY ELECTION, SURRENDER OR DISCLAIMER OR TO GIVE ANY NOTICE OR
CONSENT OR DO ANY OTHER THING AFTER THE CLOSING INCLUDING THE FILING OF ANY
APPLICABLE TAX RETURNS UNDER THE PROVISIONS OF ANY THE LAWS RELATING TO
HUNGARIAN TAXES.
(II)
THE SELLER SHALL NOT HAVE ANY LIABILITY FOR ANY TAXES
WHICH RESULT FROM OR ARISE OUT OF ACTIONS TAKEN OR OMISSIONS BY OR ON BEHALF OF
THE BUYER OR THE COMPANY AFTER THE CLOSING CONCERNING ANY CHANGES IN ACCOUNTING
METHODS OR POLICIES AND/OR THE PASSING OF, OR ANY CHANGE IN, ANY THE LAWS OR
ADMINISTRATIVE PRACTICE OF ANY GOVERNMENTAL AUTHORITY, IN ANY SUCH CASE NOT
ACTUALLY IN