COOPERATE FULLY IN PREPARING FOR ANY AUDITS OF, OR DISPUTES WITH
TAXING AUTHORITIES REGARDING, ANY TAX RETURNS OF MOREX;
(C)
MAKE AVAILABLE TO THE OTHER AND TO ANY TAXING AUTHORITY AS
REASONABLY REQUESTED ALL INFORMATION, RECORDS, AND DOCUMENTS RELATING TO TAXES
OF MOREX;
(D)
PROVIDE TIMELY NOTICE TO THE OTHER IN WRITING OF ANY PENDING OR
THREATENED TAX AUDITS OR ASSESSMENTS OF MOREX FOR TAXABLE PERIODS FOR WHICH THE
OTHER MAY HAVE A LIABILITY UNDER THIS ARTICLE X;
(E)
FURNISH THE OTHER WITH COPIES OF ALL CORRESPONDENCE RECEIVED FROM
ANY TAXING AUTHORITY IN CONNECTION WITH ANY TAX AUDIT OR INFORMATION REQUEST
WITH RESPECT TO ANY SUCH TAXABLE PERIOD;
(F)
TIMELY SIGN AND DELIVER SUCH CERTIFICATES OR FORMS AS MAY BE
NECESSARY OR APPROPRIATE TO ESTABLISH AN EXEMPTION FROM (OR OTHERWISE REDUCE),
OR FILE TAX RETURNS OR OTHER REPORTS WITH RESPECT TO, TAXES RELATING TO SALES,
TRANSFER AND SIMILAR TAXES;
(G)
TIMELY PROVIDE TO THE OTHER POWERS OF ATTORNEY OR SIMILAR
AUTHORIZATIONS NECESSARY TO CARRY OUT THE PURPOSES OF THIS ARTICLE X;
(H)
RETAIN ALL BOOKS AND RECORDS WITH RESPECT TO TAX MATTERS PERTINENT
TO MOREX RELATING TO ANY TAXABLE PERIOD BEGINNING BEFORE THE CLOSING DATE UNTIL
THE EXPIRATION OF THE STATUTE OF LIMITATIONS (AND, TO THE EXTENT NOTIFIED BY THE
OTHER PARTY, ANY EXTENSIONS THEREOF) OF THE RESPECTIVE TAXABLE PERIODS, AND TO
ABIDE BY ALL RECORD RETENTION AGREEMENTS ENTERED INTO WITH ANY TAXING AUTHORITY;
AND
(I)
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, ALLOW THE OTHER PARTY TO TAKE POSSESSION OF SUCH BOOKS
AND RECORDS OR OBTAIN COPIES OF SAME.
ARTICLE XI
MISCELLANEOUS
11.1
NOTICES.
ALL NOTES OR OTHER COMMUNICATIONS REQUIRED OR PERMITTED
HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN OR DELIVERED (I) WHEN
DELIVERED PERSONALLY OR BE COMMERCIAL MESSENGER, (II) ONE BUSINESS DAY FOLLOWING
DEPOSIT WITH A RECOGNIZED OVERNIGHT COURIER SERVICE, PROVIDED DEPOSIT OCCURS
PRIOR TO THE DEADLINE IMPOSED BY THE SERVICE FOR OVERNIGHT DELIVER, (III) WHEN
TRANSMITTED, IF SENT BY FACSIMILE COPY, PROVIDED CONFIRMATION OF RECEIPT IS
RECEIVED BY SENDER AND NOTICE IS SENT BY AN ADDITIONAL METHOD PROVIDED
HEREUNDER, IN
42
EACH CASE ABOVE PROVIDED THE COMMUNICATION IS ADDRESSED TO THE INTENDED
RECIPIENT THEREOF AS SET FORTH BELOW:
If to THK or Morex Merger Sub to:
CGI Holding Corporation d/b/a
Think Partnership Inc.
5 Revere Drive
Suite 510
Northbrook, IL 60062
Attn:
Gerard M. Jacobs
Fax: 847-562-0178
email: 
With a copy to:
Reed Smith LLP
435 Sixth Avenue
Pittsburgh, Pennsylvania 15219
Attn:
Jeffrey Bresch
Fax: 412-288-3063
email: 
If to the Members or Morex:
Morex Marketing Group, LLC.
15 Woodfield Road
Pomona, New York 10970
Attn:
Lloyd Ecker
Fax:
email: 
With a copy to:
Steven M. Gerber, Esq.
666 Fifth Avenue, 26th Floor
New York, New York 10103
Fax: 212-245-2255
email: 
11.2
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE OTHER DOCUMENTS EMBODY
THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO