AND FILE OR CAUSE TO
BE FILED WHEN DUE (TAKING INTO ACCOUNT ALL EXTENSIONS PROPERLY OBTAINED) ALL TAX
RETURNS THAT ARE REQUIRED TO BE FILED BY OR WITH RESPECT TO THE RESO SURVIVING
CORPORATION FOR TAXABLE YEARS OR PERIODS ENDING AFTER THE CLOSING DATE AND THK
SHALL REMIT OR CAUSE TO BE REMITTED ANY TAXES DUE IN RESPECT OF SUCH TAX
RETURNS.
THE TAX RETURNS FOR ANY TAXABLE YEARS OR PERIODS ENDING ON OR BEFORE
THE CLOSING DATE SHALL NOT BE AMENDED WITHOUT THE PRIOR WRITTEN CONSENT OF THE
SHAREHOLDER.
(B)
FROM AND AFTER THE CLOSING, THE SHAREHOLDER SHALL
INDEMNIFY THK, PURSUANT TO THE TERMS OF ARTICLE IX, FOR ALL (1) TAXES IMPOSED ON
RESO FOR ANY TAXABLE YEAR OR PERIOD, OR PORTION THEREOF, THAT ENDS ON OR BEFORE
THE CLOSING DATE AND (2) TAXES OF ANY PERSON (OTHER THAN RESO) IMPOSED ON RESO
AS A TRANSFEREE OR SUCCESSOR, BY CONTRACT OR PURSUANT TO ANY REQUIREMENT OF
LAWS, WHICH TAXES RELATE TO AN EVENT OR TRANSACTION OCCURRING BEFORE THE CLOSING
DATE.
IN THE CASE OF ANY TAXABLE PERIOD THAT INCLUDES (BUT DOES NOT END ON) THE
CLOSING DATE (A "STRADDLE PERIOD"), THE TAXES OF RESO (OR TAXES FOR WHICH RESO
IS LIABLE) FOR THE PORTION OF THE PERIOD ENDING ON THE CLOSING DATE (FOR WHICH
THE SHAREHOLDER IS LIABLE) SHALL BE DETERMINED BASED ON AN INTERIM CLOSING OF
THE BOOKS AS OF THE CLOSE OF BUSINESS ON THE CLOSING DATE (AND FOR SUCH PURPOSE,
THE TAXABLE PERIOD OF ANY PARTNERSHIP OR OTHER PASS-THROUGH ENTITY IN WHICH RESO
HOLDS A BENEFICIAL INTEREST SHALL BE DEEMED TO TERMINATE AT SUCH TIME), EXCEPT
THAT THE AMOUNT OF ANY SUCH TAXES THAT ARE IMPOSED ON A PERIODIC BASIS AND ARE
NOT BASED ON OR MEASURED BY INCOME OR RECEIPTS SHALL BE DETERMINED BY REFERENCE
TO THE PERCENTAGE THAT THE NUMBER OF DAYS IN THE PORTION OF SUCH PERIOD ENDING
ON THE CLOSING DATE BEARS TO THE TOTAL NUMBER OF DAYS IN SUCH PERIOD BEGINNING
AFTER THE CLOSING DATE.
THE LIMITATIONS ON INDEMNITY CONTAINED IN
SECTION 9.1(C) SHALL NOT APPLY TO THE OBLIGATIONS SET FORTH IN THIS
SECTION 10.1(B).
(C)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
THE SHAREHOLDER SHALL BE LIABLE FOR AND SHALL PAY, AND PURSUANT TO ARTICLE IX
SHALL INDEMNIFY THK AND THE RESO SURVIVING CORPORATION AGAINST, ANY REAL
PROPERTY TRANSFER OR GAINS TAX, SALES TAX, USE TAX, STAMP TAX, STOCK TRANSFER
TAX, OR OTHER SIMILAR TAX IMPOSED ON THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, OTHER THAN TO THE EXTENT THAT ANY SUCH TAXES ARE CAUSED SOLELY BY ANY
ACTION OR INACTION OF THK, RESO MERGER SUB OR RESO SURVIVING CORPORATION.
THE
LIMITATIONS ON INDEMNITY CONTAINED IN SECTION 9.2(C) SHALL NOT APPLY TO THE
OBLIGATIONS SET FORTH IN THIS SECTION 10.1(C).
(D)
THK SHALL PROMPTLY CAUSE THE RESO SURVIVING
CORPORATION TO PREPARE AND PROVIDE TO THE SHAREHOLDER A PACKAGE OF TAX
INFORMATION MATERIALS, INCLUDING, WITHOUT LIMITATION, SCHEDULES AND WORK PAPERS
(THE "TAX PACKAGE") REQUIRED BY THE SHAREHOLDER TO ENABLE THE SHAREHOLDER TO
PREPARE