CAUSE THEIR RESPECTIVE REPRESENTATIVES TO COOPERATE, AS AND TO
THE EXTENT REASONABLY REQUESTED BY THE OTHER PARTY, IN CONNECTION WITH THE
PREPARATION AND FILING OF TAX RETURNS AND ANY AUDIT, LITIGATION OR OTHER
PROCEEDING WITH RESPECT TO TAXES OF ANY OF THE COMPANIES OR THEIR SUBSIDIARIES.
SUCH COOPERATION SHALL INCLUDE THE RETENTION AND (UPON THE OTHER PARTY'S
REQUEST) THE PROVISION OF RECORDS AND INFORMATION REASONABLY RELEVANT TO ANY
SUCH AUDIT, LITIGATION OR OTHER PROCEEDING AND MAKING EMPLOYEES AVAILABLE ON A
MUTUALLY CONVENIENT BASIS TO PROVIDE ADDITIONAL INFORMATION AND EXPLANATION OF
ANY MATERIAL PROVIDED HEREUNDER.
PURCHASERS AND SELLERS SHALL (I) RETAIN ALL
BOOKS AND RECORDS WITH RESPECT TO TAX MATTERS PERTINENT TO THE COMPANIES OR
THEIR SUBSIDIARIES RELATING TO ANY TAXABLE PERIOD BEGINNING BEFORE THE CLOSING
DATE UNTIL EXPIRATION OF THE PERIOD FOR ASSESSMENT AND COLLECTION OF TAX OF THE
RESPECTIVE TAXABLE PERIODS; (II) ALLOW ACCESS TO SUCH BOOKS AND RECORDS AT
MUTUALLY CONVENIENT TIMES AND DATES AND, AT EACH PARTY'S OWN EXPENSE, TO REVIEW
AND TO COPY SUCH RETURNS, RECORDS AND INFORMATION; AND (III) GIVE THE OTHER
PARTY REASONABLE WRITTEN NOTICE PRIOR TO TRANSFERRING, DESTROYING OR DISCARDING
ANY SUCH BOOKS AND RECORDS AND, IF THE OTHER PARTY SO REQUESTS, SHALL ALLOW THE
REQUESTING PARTY TO TAKE POSSESSION OF SUCH BOOKS AND RECORDS.
(H)
NEITHER PURCHASERS NOR ANY OF THEIR
AFFILIATES (INCLUDING, AFTER THE CLOSING, THE COMPANIES AND THEIR SUBSIDIARIES)
SHALL, WITHOUT THE
96
PRIOR WRITTEN CONSENT OF SGC OR EXCEPT AS REQUIRED BY LAW, (I) MAKE OR CHANGE
ANY TAX ELECTION AFFECTING A PRE-CLOSING TAX PERIOD OF ANY OF SELLERS OR THEIR
AFFILIATES (INCLUDING, BEFORE THE CLOSING, THE COMPANIES AND THEIR
SUBSIDIARIES); (II) AMEND, REFILE OR OTHERWISE MODIFY (OR GRANT AN EXTENSION OF
ANY APPLICABLE STATUTE OF LIMITATIONS WITH RESPECT TO) ANY TAX RETURN PREPARED
BY ANY OF SELLERS OR THEIR AFFILIATES (INCLUDING, BEFORE THE CLOSING, THE
COMPANIES AND THEIR SUBSIDIARIES) RELATING TO A PRE-CLOSING TAX PERIOD; OR
(III) TAKE ANY ACTION THAT RESULTS IN ANY INCREASED TAX LIABILITY (INCLUDING A
REDUCTION IN A REFUND) OR REDUCTION OF ANY TAX ASSET OF ANY OF THE COMPANIES OR
THEIR SUBSIDIARIES (OR ANY OF SELLERS OR THEIR AFFILIATES) IN RESPECT OF A
PRE-CLOSING TAX PERIOD OR OF SGC OR ITS AFFILIATES WITH RESPECT TO ANY TAXABLE
PERIOD.
(I)
IF A REFUND OF TAXES (TO THE EXTENT NOT
TAKEN INTO ACCOUNT IN THE FINAL NET WORKING CAPITAL) (THE "REFUND") IS RECEIVED
BY OR CREDITED TO THE ACCOUNT OF ANY OF PURCHASERS, THE COMPANIES OR THEIR
SUBSIDIARIES IN RESPECT OF ANY PRE-CLOSING TAX PERIOD (INCLUDING THE ALLOCABLE
PORTION FOR ANY STRADDLE PERIOD), PURCHASERS SHALL CAUSE SUCH RECIPIENT TO
PROMPTLY PAY THE AMOUNT OF THE REFUND TO THE APPLICABLE SELLER EXCEPT TO THE
EXTENT THAT SUCH REFUND OR CREDIT IS ATTRIBUTABLE (DETERMINED ON A MARGINAL
BASIS) TO THE EFFECT OF ANY LOSS, DEDUCTION, CREDIT OR OTHER ITEM FROM A
POST-CLOSING TAX PERIOD (OR THE ALLOCABLE PORTION OF ANY SUCH ITEM FROM A
STRADDLE PERIOD).
ANY OTHER REFUND OF OR CREDIT FOR TAXES SHALL BE