file an amended Tax Return reflecting the final resolution of the
disputed items.
The Seller and the Buyer shall each pay one-half of the Neutral
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Arbitrator's fees and expenses.
The Buyer shall not extend the statute of
limitations with respect to any Tax Return of the Sold Companies or any of the
Subsidiaries for any Pre-Closing Tax Period without the written consent of the
Seller, such consent not to be unreasonably withheld, conditioned or delayed.
6.8
Tax Refunds and Credits.
(A)
SUBJECT TO CLAUSE (B) BELOW, ANY REFUNDS OR
CREDITS OF TAXES OF THE SOLD COMPANIES OR THE SUBSIDIARIES FOR ANY PRE-CLOSING
TAX PERIOD SHALL BE FOR THE ACCOUNT OF THE SELLER.
ANY REFUNDS OR CREDITS OF
TAXES OF THE SOLD COMPANIES OR THE SUBSIDIARIES FOR ANY OTHER TAXABLE PERIOD
SHALL BE FOR THE ACCOUNT OF THE BUYER.
THE BUYER SHALL, IF THE SELLER SO
REQUESTS AND AT THE SELLER'S EXPENSE, CAUSE THE SOLD COMPANIES OR THE
SUBSIDIARIES TO FILE FOR AND OBTAIN ANY REFUNDS OR CREDITS TO WHICH THE SELLER
IS ENTITLED.
ANY PROCEEDING WITH RESPECT TO SUCH A CLAIM SHALL BE GOVERNED BY
THE PROVISIONS OF SECTION 6.8.
THE BUYER SHALL CAUSE THE SOLD COMPANIES AND THE
SUBSIDIARIES TO FORWARD TO THE SELLER ANY SUCH REFUND WITHIN TEN (10) DAYS AFTER
THE REFUND IS RECEIVED (OR REIMBURSE THE SELLER FOR ANY SUCH CREDIT WITHIN
TEN (10) DAYS AFTER THE CREDIT IS APPLIED AGAINST OTHER TAX LIABILITY); PROVIDED
HOWEVER, THAT THE SELLER SHALL INDEMNIFY THE BUYER FOR ANY AMOUNT PAID PURSUANT
TO THIS SENTENCE IF ANY SUCH REFUND OR CREDIT IS SUBSEQUENTLY DISALLOWED).
(B)
FILING OF AMENDED RETURNS.
THE SELLER SHALL
BE RESPONSIBLE FOR FILING ANY AMENDED U.S. FEDERAL INCOME AND STATE INCOME AND
FRANCHISE TAX RETURNS FOR TAXABLE YEARS OF THE SOLD COMPANIES AND THE
SUBSIDIARIES ENDING ON OR PRIOR TO THE CLOSING DATE WHICH ARE REQUIRED AS A
RESULT OF EXAMINATION ADJUSTMENTS MADE BY THE INTERNAL REVENUE SERVICE OR BY THE
APPLICABLE TAXING AUTHORITIES FOR SUCH TAXABLE YEARS AS FINALLY DETERMINED.
FOR
ALL OTHER TAX RETURNS FILED BY OR WITH RESPECT TO THE SOLD COMPANIES OR THE
SUBSIDIARIES, FOR ANY PRE-CLOSING TAX PERIOD ANY REQUIRED AMENDED RETURNS
RESULTING FROM ANY EXAMINATION ADJUSTMENTS, AS FINALLY DETERMINED, SHALL BE
PREPARED BY THE BUYER AND FURNISHED TO THE SELLER FOR REVIEW AND COMMENT
THIRTY (30) DAYS PRIOR TO THE DUE DATE FOR FILING SUCH RETURNS AND THE BUYER
SHALL INCORPORATE ALL REASONABLE COMMENTS OF THE SELLER.
THE BUYER SHALL NOT
PERMIT ANY OF THE SOLD COMPANIES OR THE SUBSIDIARIES TO FILE AN AMENDED TAX
RETURN, REPORT OR FORM DESCRIBED IN THE PREVIOUS SENTENCE WITHOUT THE PRIOR
WRITTEN CONSENT OF THE SELLER WHICH CONSENT MAY NOT BE UNREASONABLY WITHHELD,
CONDITIONED OR DELAYED, PROVIDED THAT SUCH CONSENT SHALL BE CONSIDERED TO BE
UNREASONABLY WITHHELD IF SUCH AMENDED TAX RETURN, REPORT OR FORM WOULD NOT
PREJUDICE THE SELLER.
(C)
NO EXTRAORDINARY TRANSACTIONS.
ON THE
CLOSING DATE, THE BUYER SHALL CAUSE EACH OF THE SOLD COMPANIES, THE VENTURE
ENTITIES AND THE SUBSIDIARIES