TO RETAIN
ALL BOOKS AND RECORDS WITH RESPECT TO TAX MATTERS PERTINENT TO THE COMPANY AND
ITS SUBSIDIARIES RELATING TO ANY TAXABLE PERIOD BEGINNING BEFORE THE CLOSING
DATE UNTIL THE EXPIRATION OF THE STATUE OF LIMITATIONS (AND, TO THE EXTENT
NOTIFIED THEREOF, ANY EXTENSIONS THEREOF) OF THE RESPECTIVE TAXABLE PERIODS, AND
TO ABIDE BY ALL RECORD RETENTION AGREEMENTS ENTERED INTO WITH ANY TAXING
AUTHORITY, AND (B) TO GIVE EACH OTHER PARTY REASONABLE WRITTEN NOTICE PRIOR TO
TRANSFERRING, DESTROYING OR DISCARDING ANY SUCH BOOKS AND RECORDS AND, IF
ANOTHER PARTY SO REQUESTS, THE OTHER COMPANY SHALL ALLOW PARENT TO TAKE
POSSESSION OF SUCH BOOKS AND RECORDS.
34
(II)
PARENT AND THE COMPANY SHAREHOLDERS FURTHER AGREE, UPON REQUEST,
TO PROVIDE THE OTHER PARTY WITH ALL INFORMATION THAT EITHER PARTY MAY BE
REQUIRED TO REPORT PURSUANT TO SECTIONS 6043 OR 6043A OF THE CODE, OR TREASURY
REGULATIONS PROMULGATED THEREUNDER.
(B)
ALL TAX-SHARING AGREEMENTS OR SIMILAR AGREEMENTS WITH RESPECT TO
OR INVOLVING THE COMPANY AND ITS SUBSIDIARIES SHALL BE TERMINATED AS OF THE
CLOSING DATE AND, AFTER THE CLOSING DATE, THE COMPANY AND ITS SUBSIDIARIES SHALL
NOT BE BOUND THEREBY OR HAVE ANY LIABILITY THEREUNDER.
(C)
ALL TRANSFER, DOCUMENTARY, SALES, USE, STAMP, REGISTRATION AND
OTHER SUCH TAXES, AND ALL CONVEYANCE FEES, RECORDING CHARGES AND OTHER FEES AND
CHARGES (INCLUDING ANY PENALTIES AND INTEREST) INCURRED IN CONNECTION WITH
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE PAID
ONE-HALF BY PARENT AND ONE-HALF BY THE COMPANY SHAREHOLDERS WHEN DUE, AND THE
COMPANY WILL FILE ALL NECESSARY TAX RETURNS AND OTHER DOCUMENTATION WITH RESPECT
TO ALL SUCH TAXES, FEES AND CHARGES IF REQUIRED BY APPLICABLE LAW, AND PARENT
WILL, AND WILL CAUSE ITS AFFILIATES TO, JOIN IN THE EXECUTION OF ANY SUCH TAX
RETURNS AND OTHER DOCUMENTATION IF REQUIRED BY APPLICABLE LAW.
4.9
Life Insurance Payments And Employment Contracts
(A)
THE COMPANY HAS CANCELLED THE LIFE INSURANCE POLICIES AND PRIOR TO
THE CLOSING, THE COMPANY SHALL DIVIDEND AND DISTRIBUTE AN AMOUNT EQUAL TO
$1,151,776.87 (WHICH AMOUNT EQUALS (I) THE CASH SURRENDER VALUE OF THE LIFE
INSURANCE POLICIES, MINUS (II) $36,051.93, THE AMOUNT OF PREMIUMS PAID BY THE
COMPANY WITH RESPECT TO THE LIFE INSURANCE POLICIES BETWEEN THE BASE BALANCE
SHEET DATE AND THE CLOSING DATE) TO THE COMPANY SHAREHOLDERS, SUCH THAT (I) NONE
OF THE LIFE INSURANCE POLICIES SHALL BE OUTSTANDING ON THE CLOSING DATE AND
(II) NEITHER PARENT NOR THE COMPANY SHALL BE ENCUMBERED IN ANY MANNER WHATSOEVER
BY THE LIFE INSURANCE POLICIES AS OF AND AFTER THE CLOSING OR OWE ANY FURTHER
DIVIDEND, PAYMENT OR OTHER AMOUNT RELATED THERETO.
(B)
PRIOR TO OR AT THE CLOSING, THE COMPANY SHALL, AND SHALL CAUSE
EACH OF ITS SUBSIDIARIES, AS APPLICABLE, TO TERMINATE THE EMPLOYMENT CONTRACT,
AT THE COST OF THE COMPANY SHAREHOLDERS (EXCEPT $40,000, WHICH IS THE PORTION OF
SUCH COST WHICH IS ACCRUED ON THE BASE BALANCE SHEET, WHICH COST, IF THE CLOSING
OCCURS, SHALL BE BORNE BY THE COMPANY AND PARENT AND NOT BORNE BY THE COMPANY
SHAREHOLDERS), SUCH THAT (I) THE