THE AMOUNT PAID BY THE SELLER PARTIES AT THE CLOSING DATE
PURSUANT TO SECTION 4.3(L).
(C)
EACH OF THE BUYERS AND THE SELLER PARTIES
SHALL PROVIDE THE OTHER WITH SUCH ASSISTANCE AS MAY REASONABLY BE REQUESTED IN
CONNECTION WITH THE PREPARATION OF ANY TAX RETURN, ANY AUDIT OR OTHER
EXAMINATION BY ANY TAXING AUTHORITY, OR ANY JUDICIAL OR ADMINISTRATIVE
PROCEEDINGS RELATING TO LIABILITY FOR TAXES, AND EACH WILL RETAIN AND PROVIDE
THE REQUESTING PARTIES WITH ANY RECORDS OR INFORMATION THAT MAY BE RELEVANT TO
SUCH RETURN, AUDIT, OR EXAMINATION, PROCEEDINGS OR DETERMINATION.
ANY
INFORMATION OBTAINED PURSUANT TO THIS SECTION 7.9(C) OR PURSUANT TO ANY OTHER
SECTION HEREOF PROVIDING FOR THE SHARING OF INFORMATION OR REVIEW OF ANY TAX
RETURN OR OTHER SCHEDULE RELATING TO TAXES SHALL BE KEPT CONFIDENTIAL BY THE
PARTIES HERETO.
(D)
THE BUYERS SHALL REMIT TO THE SELLER PARTIES
ANY REFUND OR CREDIT OF TAXES, IF AND WHEN ACTUALLY RECEIVED BY THE BUYERS, TO
THE EXTENT SUCH TAXES ARE ATTRIBUTABLE TO ANY TAXABLE PERIOD, OR PORTION
THEREOF, ENDING ON OR BEFORE THE CLOSING DATE.
(E)
ANY PAYMENT BY THE BUYERS OR THE SELLER
PARTIES TO THE OTHER PURSUANT TO THIS SECTION 7.9 SHALL BE TREATED FOR ALL
PURPOSES BY BOTH PARTIES AS AN ADJUSTMENT TO THE PURCHASE PRICE, TO THE MAXIMUM
EXTENT PERMITTED BY LAW.
(F)
IN THE EVENT THAT THE BUYERS AND THE
SELLER PARTIES DISAGREE AS TO THE AMOUNT OR CALCULATION OF ANY PAYMENT TO BE
MADE UNDER THIS AGREEMENT RELATING TO TAXES, OR THE INTERPRETATION OR
APPLICATION OF ANY PROVISION UNDER THIS AGREEMENT RELATING TO TAXES, THE PARTIES
SHALL ATTEMPT IN GOOD FAITH TO RESOLVE SUCH DISPUTE.
IF SUCH DISPUTE IS NOT
RESOLVED WITHIN 60 DAYS FOLLOWING THE COMMENCEMENT OF THE DISPUTE, THE BUYERS
AND THE SELLERS SHALL JOINTLY RETAIN THE INDEPENDENT ACCOUNTING FIRM TO RESOLVE
THE DISPUTE; PROVIDED, HOWEVER, THAT NEITHER PARTY SHALL BE ENTITLED TO DISPUTE
ANY INDIVIDUAL TAX ITEM THAT INVOLVES AN AMOUNT OF LESS THAN $25,000.
THE
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INDEPENDENT ACCOUNTING FIRM SHALL ACT AS AN ARBITRATOR TO RESOLVE ALL POINTS OF
DISAGREEMENT AND ITS DECISION SHALL BE FINAL AND BINDING UPON ALL PARTIES
INVOLVED.
FOLLOWING THE DECISION OF THE INDEPENDENT ACCOUNTING FIRM, THE BUYERS
AND THE SELLER PARTIES SHALL EACH TAKE OR CAUSE TO BE TAKEN ANY ACTION NECESSARY
TO IMPLEMENT THE DECISION OF THE INDEPENDENT ACCOUNTING FIRM.
THE FEES AND
EXPENSES RELATING TO THE INDEPENDENT ACCOUNTING FIRM SHALL BE BORNE FIFTY
PERCENT (50%) BY THE BUYERS AND FIFTY PERCENT (50%) BY THE SELLER PARTIES.
7.10.
Employees.
(A)
NOT LATER THAN 15 DAYS PRIOR TO THE CLOSING
DATE, THE BUYERS WILL OFFER EMPLOYMENT TO EACH OF THE SELLERS' EMPLOYEES THAT IS
ACTIVELY EMPLOYED WITH ANY OF THE SELLER PARTIES OR THEIR AFFILIATES IMMEDIATELY
PRIOR TO THE CLOSING DATE, ON SUCH TERMS AND CONDITIONS AS THE BUYERS MAY
DETERMINE IN THEIR SOLE DISCRETION.
EACH SUCH OFFER OF EMPLOYMENT SHALL BE MADE
CONTINGENT UPON THE SELLERS' EMPLOYEES PASSING THE BUYERS' STANDARD SCREENING
PROCEDURES, WHICH INCLUDE DRUG SCREENING AND BACKGROUND CHECKS.
THE