the Buyers and
the Seller Parties shall report the transactions contemplated by this Agreement
for Tax purposes in a manner consistent with the allocation determined pursuant
to this Section 3.3.
Each of the Buyers and the Seller Parties agrees to
provide each other promptly with any other information reasonably required to
complete Form 8594.
Each of the Buyers and the Seller Parties shall notify each
other in the event of an examination, audit or other proceeding regarding the
agreed upon allocation of the Purchase Price.
3.4.
Proration.
(A)
THE BUYERS AND THE SELLER PARTIES AGREE THAT THOSE ITEMS LISTED
BELOW, TO THE EXTENT THEY RELATE TO THE ACQUIRED ASSETS, WILL BE PRORATED AS OF
THE CLOSING DATE, WITH THE SELLER PARTIES LIABLE TO THE EXTENT SUCH ITEMS RELATE
TO ANY TIME PERIOD THROUGH THE CLOSING DATE, AND THE BUYERS LIABLE TO THE EXTENT
SUCH ITEMS RELATE TO PERIODS SUBSEQUENT TO THE CLOSING DATE:
(I)
ANY AD VALOREM TAXES IMPOSED ON TANGIBLE OR INTANGIBLE PROPERTY
("PROPERTY TAXES") SHALL BE PRORATED BASED ON THE NUMBER OF DAYS IN SUCH TAXABLE
PERIOD UP TO AND INCLUDING THE CLOSING DATE, AND ON THE NUMBER OF DAYS IN SUCH
TAXABLE PERIOD AFTER THE CLOSING DATE, PROVIDED THAT, FOR PURPOSES OF THIS
AGREEMENT, THE TAXABLE PERIOD OF ANY PROPERTY TAX SHALL BE THE CALENDAR YEAR
DURING WHICH THE STATUTORY ASSESSMENT DATE FALLS (FOR THE AVOIDANCE OF DOUBT,
THE ITEMS LISTED IN THIS SECTION 3.4(A)(I) INCLUDE, WITHOUT LIMITATION, ANY
PROPERTY TAXES WITH RESPECT TO THE TAXABLE PERIOD INCLUDING THE CLOSING DATE,
AND ALL PRIOR TAXABLE PERIODS, FOR WHICH THE SELLER PARTIES HAVE NOT
(A) RECEIVED FROM THE COUNTY TREASURER A STATEMENT OF CURRENT AND DELINQUENT
TAXES AND SPECIAL ASSESSMENTS, OR (B) PAID THE AMOUNT SHOWN AS DUE ON SUCH
STATEMENT);
(II)
ANY PERMIT, LICENSE, REGISTRATION, OR COMPLIANCE ASSURANCE FEES
WITH RESPECT TO ANY PERMIT;
(III)
SEWER RENTS AND CHARGES FOR WATER, TELEPHONE, ELECTRICITY AND
OTHER UTILITIES AND SIMILAR CHARGES OF THE SELLERS; AND
(IV)
ANY PAYMENT OBLIGATIONS FOR GOODS PURCHASED OR DELIVERED, OR
SERVICES RENDERED, INCLUDING RENT UNDER ANY LEASES OR LEASES OF PERSONAL
PROPERTY THAT ARE ASSUMED CONTRACTS BY WHICH EITHER SELLER IS BOUND.
(B)
IN CONNECTION WITH THE PRORATIONS REFERRED TO IN (A) ABOVE, IN THE
EVENT THAT ACTUAL FIGURES ARE NOT AVAILABLE AT THE CLOSING DATE, THE PRORATION
SHALL BE BASED UPON THE ACTUAL TAXES OR FEES FOR THE PRECEDING YEAR (OR
APPROPRIATE PERIOD) FOR WHICH ACTUAL TAXES OR FEES ARE AVAILABLE AND SUCH TAXES
OR FEES SHALL BE REPRORATED UPON REQUEST OF EITHER THE SELLER PARTIES OR THE
BUYERS MADE WITHIN 30 DAYS OF THE DATE THAT THE ACTUAL AMOUNTS BECOME
AVAILABLE.
THE BUYERS SHALL COOPERATE WITH THE SELLER PARTIES IN THE
PROSECUTION OF TAX PROCEEDINGS WHICH HAVE NOT BEEN COMPLETED BY THE CLOSING
DATE.
THE SELLER PARTIES AND THE BUYERS AGREE TO FURNISH EACH OTHER WITH SUCH
DOCUMENTS AND OTHER RECORDS AS MAY BE REASONABLY REQUESTED IN ORDER TO CONFIRM
ALL ADJUSTMENT AND PRORATION CALCULATIONS MADE PURSUANT TO THIS SECTION 3.4.
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