ANY TAX RETURN BASED UPON
OR RELATED TO INCOME OR RECEIPTS WITH RESPECT TO THE PURCHASED ASSETS FOR
TAXABLE PERIODS WHICH BEGIN BEFORE THE CLOSING DATE AND END AFTER THE CLOSING
DATE (A "STRADDLE PERIOD").
SUCH TAX RETURNS SHALL BE PREPARED OR CAUSED TO BE
PREPARED BY BUYER.
BUYER SHALL SUBMIT DRAFTS OF SUCH TAX RETURNS TO THE SELLERS
FOR APPROVAL BY THE SELLERS (WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD
OR DELAYED) NO LATER THAN TWENTY (20) DAYS PRIOR TO THE DATE THAT SUCH TAX
RETURNS ARE REQUIRED TO BE FILED WITH THE APPROPRIATE GOVERNMENTAL AUTHORITY,
INCLUDING EXTENSIONS.
IN THE EVENT THAT THE SELLERS AND BUYER CANNOT REACH
AGREEMENT WITH RESPECT TO ANY ITEMS SHOWN ON SUCH TAX RETURNS, A NATIONALLY
RECOGNIZED ACCOUNTING FIRM MUTUALLY ACCEPTABLE TO THE SELLERS AND BUYER SHALL
PREPARE THE TAX RETURNS.
THE COSTS RELATED TO HAVING THE ACCOUNTING FIRM
PREPARE THE TAX RETURNS SHALL BE BORNE EQUALLY BY THE SELLERS AND BUYER.
THE
SELLERS SHALL PAY TO BUYER AN AMOUNT EQUAL TO THE PORTION OF THE TAXES SHOWN ON
A TAX RETURN APPROVED BY THE SELLERS WHICH RELATES TO THE PORTION OF SUCH
STRADDLE PERIOD ENDING ON THE CLOSING DATE PROMPTLY UPON RECEIVING NOTICE FROM
BUYER THAT THE SELLERS ARE LIABLE UNDER THIS SECTION 7.2(B) FOR SUCH TAXES BUT
IN NO EVENT LATER THAN FIVE (5) BUSINESS DAYS BEFORE THE TAX RETURN REFLECTING
SUCH LIABILITY IS REQUIRED TO BE FILED.
FOR PURPOSES OF THIS SECTION 7.2(B), IN
THE CASE OF SALES, USE AND OTHER SIMILAR TAXES THAT ARE PAYABLE FOR A STRADDLE
PERIOD, THE PORTION OF SUCH TAX THAT RELATES TO THE PORTION OF SUCH TAXABLE
PERIOD ENDING ON THE CLOSING DATE SHALL BE DEEMED EQUAL TO THE AMOUNT THAT WOULD
BE PAYABLE IF THE RELEVANT TAXABLE PERIOD ENDED ON AND INCLUDED THE CLOSING
DATE.
(C)
PROPERTY TAXES.
THE SELLERS AND BUYER SHALL ALLOCATE PAYMENT OF PROPERTY
TAXES PAYABLE IN CONNECTION WITH THE PURCHASED ASSETS AS OF THE CLOSING DATE.
THE PORTION OF SUCH PROPERTY TAXES THAT RELATES TO THE PORTION OF SUCH TAXABLE
PERIOD ENDING ON AND INCLUDING THE CLOSING DATE SHALL BE DEEMED TO BE THE AMOUNT
OF SUCH TAXES FOR THE ENTIRE TAXABLE PERIOD MULTIPLIED BY A FACTION THE
NUMERATOR OF WHICH IS THE NUMBER OF DAYS IN THE TAXABLE PERIOD ENDING ON THE
CLOSING DATE AND THE DENOMINATOR OF WHICH IS THE NUMBER OF DAYS IN THE ENTIRE
TAXABLE PERIOD.
BUYER AND THE SELLERS SHALL ALSO COOPERATE WITH RESPECT TO THE
PREPARATION AND FILING OF ANY PROPERTY TAX RETURNS (AND PAYMENT OF ANY PROPERTY
TAXES) IN A MANNER SIMILAR TO THE PROCEDURE FOR THE PREPARATION AND FILING OF
TAX RETURNS (AND PAYMENT OF TAXES) FOR A STRADDLE PERIOD.
(D)
COOPERATION.
THE SELLERS AND BUYER SHALL (AND SHALL CAUSE THEIR
RESPECTIVE AFFILIATES TO) COOPERATE FULLY WITH EACH OTHER AND MAKE AVAILABLE OR
CAUSE TO BE MADE AVAILABLE TO EACH OTHER FOR CONSULTATION, INSPECTION AND
COPYING (AT SUCH OTHER PARTY'S EXPENSE) IN A TIMELY
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FASHION SUCH PERSONNEL, TAX DATA, RELEVANT