PERSON FOR WHICH EITHER COMPANY MAY BE LIABLE BY CONTRACT,
OPERATION OF LAW, OR OTHERWISE) WITH REGARD TO ANY TAXABLE PERIOD ENDING ON OR
BEFORE THE CLOSING DATE (THE "PRE-CLOSING PERIOD") AND THE PORTION ENDING ON THE
CLOSING DATE OF ANY TAXABLE PERIOD THAT BEGINS BEFORE AND ENDS AFTER THE CLOSING
DATE (A "STRADDLE PERIOD") AND (II) ALL TAXES THAT ARE THE SUBJECT OF A BREACH
OF ANY OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 4.11 OF THIS
AGREEMENT.
(B)
WITH RESPECT TO A STRADDLE PERIOD, THE PORTION OF TAXES ATTRIBUTABLE
TO THE PORTION OF SUCH TAXABLE PERIOD BEGINNING BEFORE (BUT NOT ENDING ON) THE
CLOSING DATE SHALL BE CALCULATED AS THOUGH THE TAX YEAR TERMINATED AS OF THE
CLOSE OF BUSINESS ON THE CLOSING DATE; PROVIDED, HOWEVER, THAT IN THE CASE OF A
TAX NOT BASED ON INCOME, RECEIPTS, PROCEEDS, PROFITS OR SIMILAR ITEMS, SUCH
TAXES SHALL BE EQUAL TO THE AMOUNT OF TAX FOR THE TAXABLE PERIOD MULTIPLIED BY A
FRACTION, THE NUMERATOR OF WHICH SHALL BE THE NUMBER OF DAYS FROM THE BEGINNING
OF THE TAXABLE PERIOD THROUGH THE CLOSING DATE AND THE DENOMINATOR OF WHICH
SHALL BE THE NUMBER OF DAYS IN THE TAXABLE PERIOD.
(C)
BUYER SHALL INDEMNIFY AND HOLD SELLER HARMLESS FROM AND AGAINST ANY
AND ALL TAXES OF, OR PERTAINING OR ATTRIBUTABLE TO, LODI GAS AND LODI
DEVELOPMENT WITH RESPECT TO ANY TAXABLE PERIOD OR PORTION OF A STRADDLE PERIOD
THAT BEGINS AFTER THE CLOSING DATE.
(D)
THE INDEMNITIES PROVIDED IN THIS SECTION 10.1 SHALL SURVIVE THE
CLOSING FOR A PERIOD OF SIXTY (60) DAYS FOLLOWING THE APPLICABLE STATUTES OF
LIMITATION PLUS ANY EXTENSIONS OR WAIVERS THEREOF.
(E)
THE TAX INDEMNIFICATION RIGHTS, OBLIGATIONS, AND PROCEDURES SET FORTH
IN THIS ARTICLE SHALL IN NO WAY BE LIMITED OR MODIFIED BY THE INDEMNIFICATION
PROVISIONS OF ARTICLE IX.
(F)
THE PARTIES AGREE THAT THE INDEMNIFICATION PROVISIONS SET FORTH IN
THIS ARTICLE X SHALL NOT APPLY TO ANY DAMAGES TO THE EXTENT SUCH DAMAGES ARE
ACCOUNTED FOR IN THE CALCULATIONS OF THE PURCHASE PRICE ADJUSTMENTS SET FORTH IN
SECTION 2.2.
Section 10.2
Preparation and Filing of Tax Returns.
(A)
EXCEPT AS MAY BE REQUIRED BY LAW, NO AMENDED TAX RETURN SHALL BE
FILED, AND NO CHANGE IN ANY TAX ACCOUNTING METHOD OR TAX ELECTION SHALL BE MADE
BY, ON BEHALF OF, OR WITH RESPECT TO LODI GAS AND LODI DEVELOPMENT, FOR ANY
PRE-CLOSING PERIOD WITHOUT THE CONSENT OF THE SELLER, WHICH MAY BE WITHHELD IN
THE SELLER'S SOLE DISCRETION.
SELLER SHALL PREPARE OR CAUSE
45
TO BE PREPARED AND FILE OR CAUSE TO BE FILED ALL TAX RETURNS FOR LODI GAS AND
LODI DEVELOPMENT FOR ALL PRE-CLOSING PERIODS, AND SHALL PAY ALL TAXES DUE WITH
RESPECT TO SUCH TAX RETURNS.
AT LEAST TWENTY (20) DAYS PRIOR TO THE DUE DATE
(INCLUDING ANY EXTENSIONS) OF SUCH TAX RETURNS, SELLER SHALL FURNISH A COPY OF
SUCH TAX RETURN TO BUYER.
SELLER SHALL PERMIT BUYER TO REVIEW AND COMMENT ON
SUCH TAX RETURNS.
(B)
WITH RESPECT TO