5.4 shall apply accordingly.
7.2
REGISTRATION PERIOD TAX RETURNS
7.2.1.
AS TO ALL TAX RETURNS OF COMPANY AND ITS
PARTICIPATIONS AS SET OUT UNDER RECITAL 5.2 DUE ON OR BEFORE THE DATE OF THE
REGISTRATION OF THE SPECIAL SUCCESSION BY THE PURCHASER REGARDING THE
KG-INTERESTS WITH THE COMMERCIAL REGISTER AS OUTLINED UNDER SECTION 2.2.7, THE
SELLERS SHALL CAUSE THE COMPANY TO PREPARE AND TIMELY FILE SUCH TAX RETURNS AND
PAY ANY TAXES SHOWN AS DUE THEREON.
7.2.2.
AS TO TAX RETURNS OF THE DYNA GROUP COMPANIES
DUE AFTER THE CLOSING DATE FOR TAX PERIODS ENDING ON OR BEFORE THE CLOSING DATE,
THE PURCHASER SHALL CAUSE THE DYNA GROUP COMPANIES TO PREPARE AND TIMELY FILE
SUCH TAX RETURNS IN ACCORDANCE WITH PAST PRACTICE; PROVIDED, HOWEVER, (I) THE
PURCHASER SHALL DELIVER ANY SUCH TAX RETURN TO THE SELLERS AT LEAST THIRTY (30)
DAYS BEFORE IT IS DUE; (II) THE SELLERS SHALL HAVE THE RIGHT TO EXAMINE AND
COMMENT ON ANY SUCH TAX RETURN PRIOR TO THE FILING THEREOF; (III) THE SELLERS
SHALL PROVIDE ANY NOTICE OF OBJECTION (A "NOTICE OF OBJECTION") NO LATER THAN
FIFTEEN (15) DAYS BEFORE THE TAX RETURN IS DUE; (IV) PRIOR TO THE FILING
THEREOF, THE SELLERS SHALL REIMBURSE THE PURCHASER THE AMOUNT SHOWN TO BE DUE ON
THE FINAL VERSION OF ANY SUCH TAX RETURN THAT IS IN EXCESS OF ANY AMOUNTS
PREVIOUSLY PAID BY THE SELLERS IN RESPECT OF SUCH LIABILITY FOR TAXES BY WAY OF
ESTIMATED TAX PAYMENTS OR OTHERWISE; AND (V) PAST PRACTICE DOES NOT VIOLATE THE
RESPECTIVE LEGAL REQUIREMENT.
SEC. 8.
FURTHER ACTIONS AND OBLIGATIONS
8.1
ACTIONS AT CLOSING
8.1.1.
SELLER 1 HAS ACCEPTED THE APPOINTMENT AS A
MEMBER OF THE BOARD OF DIRECTORS OF DYNAMIC MATERIALS, EFFECTIVE AS OF THE
CLOSING DATE.
43
8.1.2.
EACH OF SELLER 1, 2 AND 3 HAVE ENTERED INTO
SERVICE AGREEMENTS WITH DYNA GMBH OR AN AFFILIATE OF PURCHASER. COPIES OF SUCH
SERVICE AGREEMENTS ARE ENCLOSED AS ANNEX 8.1.2.
8.1.3.
[INTENTIONALLY OMITTED.]
8.1.4.
THE PARTIES AGREE THAT SELLER 4 SHALL PAY TO
PURCHASER THE AMOUNT EQUAL TO ANY AND ALL BUSINESS TAXES (GEWERBESTEUER) THAT
BECOME DUE AND PAYABLE FOR THE COMPANY IN CONNECTION WITH THE SALE AND
ASSIGNMENT OF KG-INTEREST 4 TO THE PURCHASER BY THE SELLER 4.
THE PARTIES
AGREED ON A PRELIMINARY BUSINESS TAX AMOUNT OF EUR 2,530,000 (EURO TWO MILLION
FIVE HUNDRED THIRTY THOUSAND) (THE "PRELIMINARY BUSINESS TAX AMOUNT") THAT IS TO
BE DEDUCTED FROM THE PURCHASE PRICE TO BE PAID BY PURCHASER TO SELLER 4 PURSUANT
TO SECTION 3.1.1.
THE FINAL BUSINESS TAX AMOUNT WILL BE THE BUSINESS TAX
LIABILITY THAT SHALL BE BORNE BY THE COMPANY IN ACCORDANCE WITH THE CONTEMPLATED
TRANSACTION FINALLY ASSESSED BY A FINALLY BINDING AND NON-APPEALABLE (FORMELL
UND MATERIELL BESTANDKRÄFTIG) TAX BILL OR COURT DECISION (THE "FINAL BUSINESS
TAX AMOUNT"). IMMEDIATELY AFTER THE ASSESSMENT OF THE FINAL BUSINESS TAX AMOUNT,
SELLER 4 SHALL PROMPTLY PAY TO THE PURCHASER THE AMOUNT, IF ANY, BY WHICH THE
FINAL BUSINESS TAX AMOUNT EXCEEDS THE PRELIMINARY BUSINESS TAX AMOUNT, AND THE