CONTRIBUTIONS, PREMIUM PAYMENTS AND
RELATED EXPENSES APPROVED, INCURRED, EARNED OR ACCRUED BY ANY SERVICE EMPLOYEE
AND THEIR ELIGIBLE DEPENDENTS AND BENEFICIARIES AND ALL OTHER LIKE OBLIGATIONS
AND PAYMENTS (THE "EMPLOYMENT OBLIGATIONS") TO SERVICE EMPLOYEES IN CONNECTION
WITH ANY INDIVIDUAL'S EMPLOYMENT (OR TERMINATION OR CONSTRUCTIVE TERMINATION OF
EMPLOYMENT) WITH IWEST OR ONE OF ITS AFFILIATES AFTER THE CLOSING.
EACH OF
IREIC AND THE STOCKHOLDERS, JOINTLY AND SEVERALLY, SHALL BE SOLELY RESPONSIBLE
FOR ANY AND ALL EMPLOYMENT OBLIGATIONS TO SERVICE EMPLOYEES (PROVIDED THAT AN
ACCRUAL ON THE CLOSING BALANCE SHEET SHALL SATISFY ANY SUCH EMPLOYMENT
OBLIGATION TO THE EXTENT SUCH EMPLOYMENT OBLIGATION HAS BEEN SO ACCRUED) IN
CONNECTION WITH ANY INDIVIDUAL'S EMPLOYMENT (OR TERMINATION OR CONSTRUCTIVE
TERMINATION OF EMPLOYMENT) WITH THE SERVICE PROVIDERS ON OR BEFORE THE CLOSING.
SECTION 6.9
TAX MATTERS.
(A)
ANY TAX SHARING AGREEMENT OR SIMILAR ARRANGEMENT, AGREEMENT OR PRACTICE
BETWEEN OR AMONG TIGI OR IREIC, ON THE ONE HAND, AND ANY SERVICE PROVIDER, ON
THE OTHER HAND, OR THE SERVICE PROVIDERS AND ANY OTHER PERSON WILL BE TERMINATED
PRIOR TO THE EFFECTIVE TIME AND SHALL HAVE NO FURTHER EFFECT FOR ANY TAXABLE
YEAR.
(B)
THE FOLLOWING PROVISIONS GOVERN THE TAX RETURN AND TIGI COMBINED RETURN
FILING RESPONSIBILITY OF IREIC AND THE AGENT WITH RESPECT TO PRE-CLOSING TAX
PERIODS:
51
(I)
IREIC AND THE AGENT AND, AS APPLICABLE, TIGI SHALL PREPARE OR
CAUSE TO BE PREPARED AND TIMELY FILE OR CAUSE TO BE TIMELY FILED ALL TAX RETURNS
OF THE SERVICE PROVIDERS AND ALL TIGI COMBINED RETURNS (IN EACH CASE, TAKING
INTO ACCOUNT EXTENSIONS THERETO) FOR ALL PRE-CLOSING TAX PERIODS THAT ARE NOT
PART OF A STRADDLE PERIOD, AND TIGI AND THE AGENT OR OTHER APPROPRIATE PARTIES
WILL PAY OR CAUSE TO BE PAID ANY TAXES WITH RESPECT THERETO AS AND WHEN DUE.
THE PARTIES AGREE THAT THEY WILL TREAT THE ADVISOR AS IF IT CEASED TO BE A
MEMBER OF THE AFFILIATED GROUP (WITHIN THE MEANING OF CODE SECTION 1504) HAVING
TIGI AS PARENT AND ANY COMPARABLE OR SIMILAR GROUP OF STATE, LOCAL OR FOREIGN
LAWS OR REGULATIONS, AS OF THE CLOSE OF BUSINESS ON THE CLOSING DATE.
(II)
EXCEPT FOR ANY TIGI COMBINED RETURNS, IREIC AND THE AGENT WILL
ALLOW IWEST A REASONABLE OPPORTUNITY TO REVIEW SUCH TAX RETURNS OTHER THAN ANY
INDIVIDUAL SCHEDULE K-1S (INCLUDING ANY AMENDED RETURN) FIVE (5) BUSINESS DAYS
PRIOR TO THEIR BEING FILED TO THE EXTENT THAT THEY RELATE TO ANY SERVICE
PROVIDER AND SHALL CONSIDER IN GOOD FAITH MAKING ANY CHANGES REASONABLY
REQUESTED BY IWEST.
WITH RESPECT TO TIGI COMBINED RETURNS, IREIC WILL PROVIDE
TAX INFORMATION WITH RESPECT THERETO THAT IS RELEVANT TO IWEST IN PREPARING THE
ADVISOR'S TAX RETURNS (INCLUDING, FOR EXAMPLE, TAX BASIS INFORMATION).
EXCEPT
AS REQUIRED DUE TO A CHANGE IN LAW, WITHOUT THE CONSENT OF IWEST (AS AUTHORIZED
BY THE IWEST SPECIAL COMMITTEE), WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD, IREIC AND THE AGENT WILL TAKE NO POSITION ON ANY TAX RETURN OR TIGI
COMBINED RETURN THAT RELATES TO ANY SERVICE PROVIDER THAT WOULD BE INCONSISTENT