Date, and the
Members shall remit or cause to be remitted any Taxes due in respect of such Tax
Returns, and THK shall prepare 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 Morex Surviving LLC 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.
(B)
FROM AND AFTER THE CLOSING, THE MEMBERS SHALL INDEMNIFY THK,
PURSUANT TO, BUT NOT SUBJECT TO THE LIMITATIONS SET FORTH IN, ARTICLE IX, FOR
ALL (1) TAXES IMPOSED ON MOREX 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 MOREX) IMPOSED ON MOREX 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 MOREX (OR TAXES FOR WHICH MOREX IS LIABLE) FOR THE
PORTION OF THE PERIOD ENDING ON THE CLOSING DATE (FOR WHICH THE MEMBERS ARE
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 MOREX 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 HEREIN.
(C)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE MEMBERS SHALL
BE LIABLE FOR AND SHALL PAY, AND PURSUANT TO ARTICLE IX SHALL INDEMNIFY THK AND
THE MOREX
40
SURVIVING LLC 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.
THE LIMITATIONS ON INDEMNITY
CONTAINED IN SECTION 9.1(C) SHALL NOT APPLY TO THE OBLIGATIONS SET FORTH HEREIN.
(D)
THK SHALL PROMPTLY CAUSE THE MOREX SURVIVING LLC TO PREPARE AND
PROVIDE TO THE MEMBERS A PACKAGE OF TAX INFORMATION MATERIALS, INCLUDING,
WITHOUT LIMITATION, SCHEDULES AND WORK PAPERS (THE "TAX PACKAGE") REQUIRED BY
THE MEMBERS TO ENABLE THE MEMBERS TO PREPARE AND FILE ALL TAX RETURNS REQUIRED
TO BE PREPARED AND FILED BY THE MEMBERS PURSUANT TO SECTION 10.1(A).
THE TAX
PACKAGE SHALL BE COMPLETED IN ACCORDANCE WITH PAST