FORCE AT THE DATE OF THIS AGREEMENT (EVEN IF RETROACTIVE IN EFFECT),
INCLUDING ANY INCREASE IN THE RATE OF TAXES IN EFFECT AT THE DATE OF THIS
AGREEMENT OR THE IMPOSITION OF ANY TAXES NOT IN EFFECT AT THE DATE OF THIS
AGREEMENT.
9.2
PREPARATION AND FILING OF TAX RETURNS:
(A)
WITH RESPECT TO EACH TAX RETURN FOR, BY OR
WITH RESPECT TO THE COMPANY THAT IS REQUIRED TO BE FILED AT ANY TIME BETWEEN THE
DATE OF THIS AGREEMENT AND ON OR BEFORE THE CLOSING DATE, THE SELLER SHALL CAUSE
SUCH TAX RETURN TO BE PREPARED, SHALL CAUSE TO BE INCLUDED IN SUCH TAX RETURN
ALL ITEMS OF INCOME, GAIN, LOSS, DEDUCTION AND CREDIT OR OTHER ITEMS
(COLLECTIVELY "TAX ITEMS") REQUIRED TO BE INCLUDED THEREIN AND SHALL TIMELY FILE
OR CAUSE TO BE FILED (ASSUMING IT HAS AUTHORITY TO DO SO) SUCH TAX RETURN WITH
THE APPROPRIATE GOVERNMENT AUTHORITY AND SHALL PAY THE AMOUNT OF TAXES SHOWN TO
BE DUE ON SUCH TAX RETURN.
(B)
UPON REQUEST, THE BUYER SHALL PROVIDE TO THE
SELLER COPIES OF ALL TAX RETURNS REQUIRED TO BE FILED BY THE COMPANY AFTER THE
CLOSING DATE FOR TAX PERIODS UP TO AND WHICH INCLUDE THE CLOSING DATE, ALONG
WITH THE PROOF OF PAYMENT OF ANY TAXES REFLECTED IN SUCH TAX RETURNS.
(C)
ANY TAX RETURN TO BE PREPARED PURSUANT TO
THE PROVISIONS OF THIS CLAUSE 9.2 SHALL BE PREPARED IN A MANNER CONSISTENT WITH
PRACTICES FOLLOWED IN PRIOR YEARS WITH RESPECT TO SIMILAR TAX RETURNS, EXCEPT
FOR CHANGES REQUIRED BY CHANGES IN THE LAWS.
(D)
NEITHER THE BUYER NOR THE COMPANY SHALL,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE SELLER (I) CAUSE OR ALLOW THE COMPANY
TO ORIGINATE THE RECALCULATION OR RE-FILING OF ANY TAX RETURN OF THE COMPANY FOR
ANY TAXABLE PERIOD FOR WHICH THE SELLER IS RESPONSIBLE, IN WHOLE OR IN PART, FOR
THE PAYMENT OF TAXES UNDER THE TERMS OF CLAUSE 9.1 OR (II) REQUEST AN AUDIT BY
ANY TAXING AUTHORITY OF THE COMPANY WITH RESPECT TO ANY TAXABLE PERIOD FOR WHICH
THE SELLER IS
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RESPONSIBLE, IN WHOLE OR IN PART, FOR THE PAYMENT OF TAXES UNDER THE TERMS OF
CLAUSE 9.1, UNLESS THE COMPANY IS OBLIGED BY THE LAWS TO UNDERTAKE A
RECALCULATION OR RE-FILING OR THE REQUEST OF AN AUDIT.
9.3
ACCESS TO INFORMATION:
(A)
THE BUYER SHALL GRANT TO THE SELLER (OR ITS
DESIGNEES) ACCESS AT ALL REASONABLE TIMES, IN THE PERIOD FROM THE CLOSING DATE
UNTIL THE EXPIRY OF THE TAX INDEMNITY PERIOD, TO ALL OF THE INFORMATION, BOOKS
AND RECORDS RELATING TO THE COMPANY WITHIN THE POSSESSION OF THE COMPANY
(INCLUDING WITHOUT LIMITATION WORK PAPERS AND CORRESPONDENCE WITH TAXING
AUTHORITIES) TO THE EXTENT REASONABLY NECESSARY TO INVESTIGATE AND/OR DEFEND ANY
CLAIM BY THE BUYER.,
(B)
EACH OF THE PARTIES WILL PRESERVE AND RETAIN
ALL SCHEDULES, WORK PAPERS AND OTHER DOCUMENTS RELATING TO ANY TAX RETURNS OF OR
WITH RESPECT TO THE COMPANY OR TO ANY CLAIMS, AUDITS OR OTHER PROCEEDINGS
AFFECTING THE COMPANY UNTIL THE