of Additional Documents.
From time to time, as and when
reasonably requested by a party hereto, each party hereto shall execute and
deliver, or cause to be executed and delivered, all such documents,
certificates, agreements, instruments and other writings and shall take, or
cause to be taken, all such further or other actions as such other party may
reasonably deem necessary or desirable to consummate the transactions
contemplated by this Agreement.
SECTION 8.9.
Tax Matters.
(A)
PARENT SHALL PREPARE AND FILE OR CAUSE TO
BE PREPARED AND FILED ALL TAX RETURNS OF THE COMPANY WHICH ARE FILED AFTER THE
CLOSING DATE.
PARENT SHALL PREPARE THE TAX RETURNS RELATING TO ANY PERIODS
PRIOR TO THE CLOSING DATE IN A MANNER CONSISTENT WITH PRIOR YEARS, EXCEPT AS
OTHERWISE REQUIRED BY APPLICABLE LAWS.
UPON THE REQUEST OF THE SHAREHOLDER
REPRESENTATIVES, PARENT SHALL PERMIT THE SHAREHOLDER REPRESENTATIVES A
REASONABLE OPPORTUNITY TO REVIEW AND COMMENT ON SUCH TAX RETURNS (I) AT LEAST
TEN (10) DAYS PRIOR TO FILING FOR INCOME TAX RETURNS AND (II) A REASONABLE
AMOUNT OF TIME AFTER SUCH TAX RETURNS HAVE BEEN PREPARED AND PRIOR TO FILING,
WHICH MAY BE LESS THAN TEN (10) DAYS, FOR ANY OTHER TAX RETURNS.
(B)
PARENT SHALL HAVE THE EXCLUSIVE AUTHORITY
AND SHALL BE RESPONSIBLE FOR THE CORRECT AND TIMELY FILING OF ALL TAX RETURNS OF
THE SURVIVING CORPORATION FOR ALL PERIODS AFTER THE CLOSING DATE ("POST-CLOSING
TAX PERIODS").
(C)
IF THERE IS AN ADJUSTMENT FOR ANY PERIOD
ENDING ON OR PRIOR TO THE CLOSING DATE ("PRE-CLOSING TAX PERIOD") WHICH RESULTS
IN AN INCREASE OR DECREASE IN TAXES FOR SUCH PERIOD THAT IS REALIZED BY PARENT
ON OR BEFORE THE SECOND ANNIVERSARY OF THE CLOSING DATE, THEN ALL REFUNDS OF AND
DEFICIENCIES IN TAXES ARISING FROM SUCH ADJUSTMENT SHALL BE FOR THE ACCOUNT OF
THE COMPANY COMMON SHAREHOLDERS.
ANY DEFICIENCIES IN TAXES FOR PRE-CLOSING TAX
PERIODS SHALL BE SUBJECT TO SECTION 6.10 AND ARTICLE X OF THIS AGREEMENT.
WITHIN FIFTEEN (15) DAYS OF RECEIPT, THE SURVIVING CORPORATION SHALL PAY OVER TO
THE SHAREHOLDER REPRESENTATIVES (TO DISTRIBUTE TO THE
46
Participating Shareholders) any refund of Taxes attributable to any Pre-Closing
Tax Period that is realized prior to the second anniversary of the Closing
Date.
If there is an adjustment for any Pre-Closing Tax Period which results in
an increase or decrease in Taxes for such period that is realized by Parent
after the second anniversary of the Closing Date, then all refunds of and
deficiencies in Taxes arising from such adjustment shall be for the account of
Parent.
Parent shall be responsible and liable for the timely payment of all
Taxes imposed on or with respect to the properties, income and operations of
Company for all Post-Closing Tax Periods.
(D)
PARENT SHALL HAVE THE SOLE RIGHT TO CONTROL
ANY AUDIT OR EXAMINATION BY ANY TAXING AUTHORITY, INITIATE ANY CLAIM FOR REFUND
OR AMEND ANY TAX RETURN, AND CONTEST, RESOLVE AND DEFEND AGAINST ANY ASSESSMENT
FOR ADDITIONAL TAXES, NOTICE OF TAX DEFICIENCY OR OTHER ADJUSTMENT OF TAXES