PAYMENT BY BUYER, ON THE ONE
HAND, OR SELLER, ON THE OTHER HAND, UNDER THIS SECTION 9.1, PURSUANT TO
ARTICLE VIII OR PURSUANT TO SECTION 1.3 WILL BE TREATED AS AN ADJUSTMENT TO THE
PURCHASE PRICE FOR ALL TAX PURPOSES.
(E)
TAX RETURNS. SELLER SHALL FILE, OR CAUSE TO BE FILED, WHEN DUE ALL
TAX RETURNS THAT ARE REQUIRED TO BE FILED BY OR FOR THE COMPANY FOR TAXABLE
YEARS OR PERIODS ENDING ON OR BEFORE THE CLOSING DATE, AND BUYER SHALL FILE, OR
CAUSE TO BE FILED, WHEN DUE ALL TAX RETURNS THAT ARE REQUIRED TO BE FILED BY OR
FOR THE COMPANY FOR TAXABLE YEARS OR PERIODS ENDING AFTER THE CLOSING DATE. IF
SELLER COULD BE LIABLE FOR ANY TAXES WITH RESPECT TO ANY TAX RETURN FILED BY
BUYER, BUYER SHALL (I) CAUSE SUCH TAX RETURN TO BE PREPARED ON A BASIS WHICH IS
CONSISTENT WITH THE COMPANY'S TAX RETURNS PREVIOUSLY FILED AND IN ACCORDANCE
WITH PAST PRACTICES, (II) DELIVER A COPY OF SUCH TAX RETURN ALONG WITH
ACCOMPANYING WORK PAPERS TO SELLER NOT LESS THAN THIRTY (30) DAYS PRIOR TO THE
DUE DATE (AS EXTENDED, IF APPLICABLE) FOR THE FILING OF SUCH TAX RETURN (THE
"DUE DATE"), (III) IF, AT ANY TIME PRIOR TO THE DUE DATE, SELLER NOTIFIES BUYER
THAT SELLER OBJECTS TO ANY ITEM REFLECTED ON SUCH TAX RETURN WHICH ITEM MAY
AFFECT SELLER'S LIABILITY FOR TAXES,
BUYER SHALL, PRIOR TO THE DUE DATE, MAKE
ANY AND ALL CHANGES TO SUCH ITEM OR ITEMS
REQUESTED BY THE SELLER AND BUYER
SHALL NOT FILE ANY SUCH TAX RETURN UNTIL IT HAS MADE SUCH CHANGES AND RECEIVED
SELLER'S AGREEMENT THERETO. IF BUYER HAS FULLY COMPLIED WITH THIS
SECTION 9.1(E) WITH RESPECT TO A TAX RETURN TO BE FILED BY BUYER, SELLER SHALL
PAY BUYER THE TAXES FOR WHICH SELLER IS LIABLE PURSUANT TO SECTION 9.1(A) BUT
WHICH ARE PAYABLE WITH SUCH TAX RETURN WITHIN FIVE (5) DAYS (X) PRIOR TO THE DUE
DATE FOR THE FILING OF SUCH TAX RETURNS OR (Y) AFTER THE DATE THAT BUYER HAS
PROVIDED SELLER WITH THE REVISED TAX RETURN REFERRED TO IN CLAUSE (III) OF THE
PREVIOUS SENTENCE, WHICHEVER IS LATER. IF BUYER FAILS TO SATISFY ANY OF ITS
OBLIGATIONS PURSUANT TO THIS SECTION 9.1(E) WITH RESPECT TO ANY TAX RETURN,
SELLER SHALL, IN ADDITION TO ANY OTHER REMEDIES AVAILABLE TO SELLER, HAVE NO
OBLIGATION TO INDEMNIFY BUYER FOR ANY TAXES REFLECTED ON SUCH TAX RETURN.
34
(F)
CONTEST PROVISIONS. BUYER SHALL PROMPTLY NOTIFY SELLER AND
PROVIDE A COPY OF SUCH NOTIFICATION TO THE TAX DIRECTOR OF SELLER PARENT IN
WRITING UPON RECEIPT BY BUYER, ANY OF ITS AFFILIATES OR THE COMPANY OF NOTICE OF
ANY PENDING, PROPOSED, THREATENED OR ACTUAL TAX AUDIT OR TAX DEFICIENCY,
ASSESSMENT OR OTHER CLAIM WHICH MAY AFFECT THE TAXES FOR ANY PRE-CLOSING PERIOD
OR ANY STRADDLE PERIOD FOR WHICH SELLER WOULD BE LIABLE PURSUANT TO
SECTION 9.1(A). SELLER SHALL PROMPTLY NOTIFY BUYER IN WRITING UPON RECEIPT BY
SELLER OR ANY OF ITS AFFILIATES OF