THE FAILURE BY THE PURCHASERS TO FULLY AND
PROPERLY PERFORM ANY OF THE COVENANTS MADE BY IT OR AGREEMENTS ENTERED INTO OR
CONTAINED IN THIS ARTICLE VII;
(III) ALL LIABILITY FOR REASONABLE COSTS AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES AND DISBURSEMENTS) INCURRED BY THE SELLER OR ANY OF ITS
AFFILIATES IN CONNECTION WITH ANY ACTION, SUIT, PROCEEDING, DEMAND, ASSESSMENT
OR JUDGMENT INCIDENT TO ANY MATTERS INDEMNIFIED AGAINST IN THIS SECTION 7.01;
AND
(IV) ANY TRANSFER TAXES FOR WHICH THE PURCHASERS ARE LIABLE UNDER 7.10.
(C)
NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, THE
OBLIGATIONS OF A PARTY TO INDEMNIFY AND HOLD HARMLESS ANOTHER PARTY PURSUANT TO
THIS SECTION 7.01 SHALL TERMINATE AT THE CLOSE OF BUSINESS ON THE 90TH DAY
FOLLOWING THE EXPIRATION OF THE APPLICABLE STATUTE OF LIMITATIONS WITH RESPECT
TO THE TAX LIABILITIES IN QUESTION (GIVING EFFECT TO ANY WAIVER, MITIGATION OR
EXTENSION THEREOF); PROVIDED THAT IN RESPECT OF CANADIAN TAXES (FEDERAL,
PROVINCIAL, TERRITORY), SUCH OBLIGATIONS SHALL TERMINATE 90 DAYS AFTER THE
RELEVANT GOVERNMENTAL AUTHORITY SHALL NO LONGER BE ENTITLED TO ASSESS OR
REASSESS LIABILITY FOR TAXES AGAINST ANY CANADIAN QSP COMPANY (THE "CANADIAN TAX
PERIOD").
(D)
PAYMENT BY THE INDEMNIFYING PARTY OF THE AMOUNT DUE UNDER THIS SECTION 7.01
SHALL BE MADE WITHIN THE LATER OF (I) 10 DAYS FOLLOWING WRITTEN NOTICE BY THE
INDEMNIFIED PARTY THAT PAYMENT OF SUCH AMOUNTS TO THE APPROPRIATE GOVERNMENTAL
AUTHORITY IS DUE AND (II) 10 DAYS PRIOR TO THE PAYMENT DATE FOR SUCH AMOUNT.
67
SECTION 7.02.
STRADDLE PERIOD.
(A)
IN THE CASE OF ANY STRADDLE PERIOD, THE
AMOUNT OF TAXES ALLOCABLE TO THE PORTION OF THE STRADDLE PERIOD ENDING ON THE
CLOSING DATE SHALL BE DEEMED TO BE:
(I) IN THE CASE OF TAXES IMPOSED ON A PERIODIC BASIS (SUCH AS REAL OR PERSONAL
PROPERTY TAXES), THE AMOUNT OF SUCH TAXES FOR THE ENTIRE PERIOD (OR, IN THE CASE
OF SUCH TAXES DETERMINED ON AN ARREARS BASIS, THE AMOUNT OF SUCH TAXES FOR THE
IMMEDIATELY PRECEDING PERIOD) MULTIPLIED BY A FRACTION, THE NUMERATOR OF WHICH
IS THE NUMBER OF CALENDAR DAYS IN THE STRADDLE PERIOD ENDING ON AND INCLUDING
THE CLOSING DATE AND THE DENOMINATOR OF WHICH IS THE NUMBER OF CALENDAR DAYS IN
THE ENTIRE RELEVANT STRADDLE PERIOD; AND
(II) IN THE CASE OF TAXES NOT DESCRIBED IN SUBCLAUSE (I) ABOVE (SUCH AS
FRANCHISE TAXES, TAXES THAT ARE BASED UPON OR RELATED TO INCOME OR RECEIPTS,
BASED UPON OCCUPANCY OR IMPOSED IN CONNECTION WITH ANY SALE OR OTHER TRANSFER OR
ASSIGNMENT OF PROPERTY (REAL OR PERSONAL, TANGIBLE OR INTANGIBLE)), THE AMOUNT
OF ANY SUCH TAXES SHALL BE DETERMINED BY MEANS OF A CLOSING OF THE BOOKS AS OF
THE CLOSE OF BUSINESS ON THE CLOSING DATE.
(B)
IN THE CASE OF ANY STRADDLE PERIOD, THE AMOUNT OF TAXES ALLOCABLE TO THE
PORTION OF THE STRADDLE PERIOD BEGINNING AFTER THE CLOSING DATE SHALL BE ANY
TAXES OF THAT STRADDLE PERIOD NOT COVERED IN SECTION 7.02(A).
SECTION 7.03.
RESPONSIBILITY FOR FILING TAX RETURNS.
(A)
FOR ANY PRE-CLOSING
TAX