RESULT IN BUYER BECOMING LIABLE OR RESPONSIBLE
THEREFOR.
(E)
SELLER HAS ESTABLISHED, IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES APPLIED ON A BASIS CONSISTENT WITH THAT OF PRECEDING
PERIODS, ADEQUATE RESERVES FOR THE PAYMENT OF, AND WILL TIMELY PAY, ALL TAXES
WHICH ARISE FROM OR WITH RESPECT TO THE PURCHASED
33
ASSETS OR THE OPERATION OF THE BUSINESS AND ARE INCURRED IN OR ATTRIBUTABLE TO A
PRE-CLOSING TAX PERIOD, THE NON-PAYMENT OF WHICH WOULD RESULT IN A LIEN ON ANY
PURCHASED ASSET, WOULD OTHERWISE ADVERSELY AFFECT THE BUSINESS OR WOULD RESULT
IN BUYER BECOMING LIABLE THEREFOR.
(F)
SCHEDULE 8.02(F) CONTAINS A LIST OF ALL JURISDICTIONS (WHETHER
FOREIGN OR DOMESTIC) TO WHICH ANY TAX IS PROPERLY PAYABLE BY SELLER IN
CONNECTION WITH THE BUSINESS OR THE PURCHASED ASSETS.
8.03
TAX COOPERATION; ALLOCATION OF TAXES.
(A)
BUYER AND SELLER AGREE TO FURNISH OR CAUSE TO BE FURNISHED TO EACH
OTHER, UPON REQUEST, AS PROMPTLY AS PRACTICABLE, SUCH INFORMATION AND ASSISTANCE
RELATING TO THE PURCHASED ASSETS AND THE BUSINESS AS IS REASONABLY NECESSARY FOR
THE FILING OF ALL TAX RETURNS AND MAKING OF ANY ELECTION RELATED TO TAXES, THE
PREPARATION FOR ANY AUDIT BY ANY GOVERNMENTAL AUTHORITY, AND THE PROSECUTION OR
DEFENSE OF ANY CLAIM, SUIT OR PROCEEDING RELATING TO ANY TAX RETURN. SELLER AND
BUYER SHALL COOPERATE WITH EACH OTHER IN THE CONDUCT OF ANY AUDIT OR OTHER
PROCEEDING RELATED TO TAXES INVOLVING THE BUSINESS OR THE PURCHASED ASSETS AND
EACH SHALL EXECUTE AND DELIVER SUCH POWERS OF ATTORNEY AND OTHER DOCUMENTS AS
ARE NECESSARY TO CARRY OUT THE INTENT OF THIS PARAGRAPH (A) OF SECTION 8.03. IN
ADDITION, BUYER AND SELLER AGREE TO MAINTAIN OR ARRANGE FOR THE MAINTENANCE OF
ALL RECORDS NECESSARY TO COMPLY WITH THIS SECTION 8.03 FOR A PERIOD OF SEVEN (7)
YEARS FROM THE CLOSING DATE (OR SUCH LONGER PERIOD AS MAY BE REASONABLY
REQUESTED IN WRITING BY BUYER OR SELLER) AND EACH PARTY AGREES TO AFFORD THE
OTHER REASONABLE ACCESS TO SUCH RECORDS DURING NORMAL BUSINESS HOURS.
(B)
ALL REAL PROPERTY TAXES, PERSONAL PROPERTY TAXES AND SIMILAR AD
VALOREM OBLIGATIONS LEVIED WITH RESPECT TO THE PURCHASED ASSETS FOR A TAXABLE
PERIOD WHICH INCLUDES (BUT DOES NOT END ON) THE CLOSING DATE (COLLECTIVELY, THE
"APPORTIONED OBLIGATIONS") SHALL BE APPORTIONED BETWEEN SELLER AND BUYER AS OF
THE CLOSING DATE BASED ON THE NUMBER OF DAYS OF SUCH TAXABLE PERIOD INCLUDED IN
THE PRE-CLOSING TAX PERIOD AND THE NUMBER OF DAYS OF SUCH TAXABLE PERIOD
INCLUDED IN THE POST-CLOSING TAX PERIOD, EQUITABLY ADJUSTED IF NECESSARY TO
REFLECT CHANGES IN TAXABLE ASSETS AS BETWEEN THE PRE-CLOSING PERIOD AND
POST-CLOSING PERIOD OR PORTIONS THEREOF. SELLER SHALL BE LIABLE FOR THE
PROPORTIONATE AMOUNT OF SUCH TAXES THAT IS ATTRIBUTABLE TO THE PRE-CLOSING TAX
PERIOD. AT CLOSING, SELLER AND BUYER SHALL PRESENT A STATEMENT TO THE OTHER
SETTING FORTH THE AMOUNT OF REIMBURSEMENT TO WHICH EACH IS ENTITLED UNDER THIS
SECTION 8.03(B) TOGETHER WITH SUCH SUPPORTING EVIDENCE AS IS REASONABLY
NECESSARY TO CALCULATE SUCH AMOUNT TO BE REIMBURSED. SUCH AMOUNT SHALL BE