END ON) THE CLOSING DATE,
INCLUDING ALL TAXES (I) IMPOSED ON OR PAYABLE BY THE COMPANY WITH RESPECT TO ANY
TAXABLE PERIOD OR PORTION THEREOF THAT ENDS ON OR BEFORE THE CLOSING DATE, (II)
IMPOSED ON OR PAYABLE BY THE COMPANY UNDER TREAS. REG. §1.1502-6 (OR ANY SIMILAR
STATE, LOCAL OR FOREIGN LAW) BY REASON OF THE COMPANY BEING INCLUDED IN ANY
CONSOLIDATED, AFFILIATED, COMBINED OR UNITARY GROUP, AND (III) RELATING TO ANY
PAYMENTS REQUIRED TO BE MADE AFTER THE CLOSING DATE UNDER ANY TAX INDEMNITY, TAX
SHARING OR TAX ALLOCATION AGREEMENT (WHETHER OR NOT IN WRITING) ENTERED INTO
PRIOR TO THE CLOSING DATE.
SELLER SHALL BE ENTITLED TO ANY REFUND OF TAXES OF
THE COMPANY WITH RESPECT TO TAXES OF THE COMPANY FOR ALL PERIODS ENDING ON OR
PRIOR TO THE CLOSING DATE.
(B)
BUYER SHALL PREPARE OR CAUSE TO BE PREPARED AND FILE OR CAUSE TO
BE FILED ALL TAX RETURNS FOR THE COMPANY FOR ALL PERIODS ENDING ON OR PRIOR TO
THE CLOSING DATE WHICH ARE FILED AFTER THE CLOSING DATE.
THE COSTS ASSOCIATED
WITH PREPARATION SHALL BE SPLIT EQUALLY BETWEEN BUYER AND SELLER.
A REASONABLE
TIME BEFORE ANY SUCH TAX RETURN IS DUE TO BE FILED, BUYER SHALL PROVIDE A DRAFT
TO SELLERS' REPRESENTATIVE FOR REVIEW.
IF SELLERS' REPRESENTATIVE DISAGREES
WITH ANY ITEM ON THE RETURN, BUYER AND SELLERS' REPRESENTATIVE SHALL CONFER AND
SEEK TO REACH AGREEMENT, AND, IF THEY CANNOT AGREE, THE MATTER SHALL BE REFERRED
TO AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM JOINTLY SELECTED BY BUYER AND
SELLERS' REPRESENTATIVE, AND THE DECISION OF THAT FIRM SHALL BE FINAL AND
BINDING ON BUYER AND SELLERS.
THE FEES AND EXPENSES OF SUCH INDEPENDENT
44
CERTIFIED PUBLIC ACCOUNTING FIRM SHALL BE PAID BY THE PARTY WHOSE AGGREGATE
ESTIMATE OF THE DISPUTED AMOUNT OR AMOUNTS, AS THE CASE MAY BE, DIFFERS MOST
GREATLY FROM THE DETERMINATION OF SUCH INDEPENDENT CERTIFIED PUBLIC ACCOUNTING
FIRM.
(C)
BUYER AND SELLER SHALL COOPERATE FULLY, AS AND TO THE EXTENT
REASONABLY REQUESTED BY THE OTHER PARTY, IN CONNECTION WITH THE FILING OF TAX
RETURNS AND ANY AUDIT, LITIGATION OR OTHER PROCEEDING WITH RESPECT TO TAXES.
SUCH COOPERATION SHALL INCLUDE THE RETENTION AND (UPON THE OTHER PARTY'S REQUEST
AND AT THE EXPENSE OF THE REQUESTING PARTY) THE PROVISION OF RECORDS AND
INFORMATION REASONABLY RELEVANT TO ANY SUCH AUDIT, LITIGATION, OR OTHER
PROCEEDING AND MAKING EMPLOYEES AVAILABLE ON A MUTUALLY CONVENIENT BASIS TO
PROVIDE ADDITIONAL INFORMATION AND EXPLANATION OF ANY MATERIAL PROVIDED
HEREUNDER.
BUYER AND SELLER AGREE (A) TO RETAIN ALL BOOKS AND RECORDS WITH
RESPECT TO TAX MATTERS PERTINENT TO THE COMPANY RELATING TO ANY TAXABLE PERIOD
BEGINNING BEFORE THE CLOSING DATE UNTIL EXPIRATION OF THE STATUTE OF LIMITATIONS
(AND, TO THE EXTENT NOTIFIED BY BUYER OR SELLER, ANY EXTENSIONS THEREOF) OF THE
RESPECTIVE TAXABLE PERIODS, AND TO ABIDE BY ALL REASONABLE RECORD RETENTION
AGREEMENTS ENTERED INTO WITH ANY TAXING AUTHORITY, AND (B) TO GIVE THE OTHER
PARTY REASONABLE WRITTEN NOTICE PRIOR TO DESTROYING OR DISCARDING ANY SUCH BOOKS
AND RECORDS AND, IF