(III) BUYER CONTINUES TO MAKE COMMERCIALLY REASONABLE
EFFORTS TO OBTAIN A TRANSFER OR REISSUANCE OF SUCH PERMIT OR ENVIRONMENTAL
PERMIT AFTER THE CLOSING DATE; AND (IV) BUYER INDEMNIFIES SELLER FOR ANY LOSSES,
CLAIMS OR PENALTIES SUFFERED BY SELLER IN CONNECTION WITH THE
PERMIT OR
ENVIRONMENTAL PERMIT THAT IS NOT TRANSFERRED OR REISSUED AS OF THE CLOSING DATE
RESULTING FROM BUYER'S OWNERSHIP, POSSESSION OR USE OF THE ZION ASSETS ON AND
FOLLOWING THE CLOSING DATE.
6.8.
BROKERAGE FEES AND COMMISSIONS.
Seller, on the one hand, and Buyer, Buyer's Parent and Guarantor, on the other
hand, each represents and warrants to the other that no broker, finder or other
Person is entitled to any brokerage fees, commissions or finder's fees in
connection with the transactions contemplated hereby by reason of any action
taken by the Party making such representation.
Seller, on the one hand, and
Buyer, Buyer's Parent and Guarantor, on the other hand, will pay to the other or
otherwise discharge, and will indemnify and hold the other harmless from and
against, any and all claims or liabilities for all brokerage fees, commissions
and finder's fees incurred by reason of any action taken by the indemnifying
party.
6.9.
TAX MATTERS.
6.9.1.
ALL TRANSFER TAXES INCURRED IN CONNECTION WITH THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE SHARED EQUALLY BY BUYER AND
SELLER.
BUYER AND SELLER WILL FILE, TO THE EXTENT REQUIRED BY APPLICABLE LAW,
ALL NECESSARY TAX RETURNS AND OTHER DOCUMENTATION WITH RESPECT TO ALL SUCH
TRANSFER TAXES, AND, IF REQUIRED BY APPLICABLE LAW, WILL EACH JOIN IN THE
EXECUTION OF ANY SUCH TAX RETURNS OR OTHER DOCUMENTATION.
TO THE EXTENT BUYER
AND SELLER CANNOT AGREE WITH RESPECT TO ANY ITEM TO BE INCLUDED ON SUCH TAX
RETURN, SUCH DISPUTE SHALL BE RESOLVED IN THE MANNER PROVIDED FOR IN
SECTION 6.9.5.
PRIOR TO THE CLOSING DATE, BUYER WILL PROVIDE TO SELLER, TO THE
EXTENT POSSIBLE, AN APPROPRIATE EXEMPTION CERTIFICATE IN CONNECTION WITH THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, DUE FROM EACH APPLICABLE
TAXING AUTHORITY, AND THE PARTIES SHALL COMPLY
56
WITH ALL REQUIREMENTS AND USE COMMERCIALLY REASONABLE EFFORTS TO SECURE
APPLICABLE SALES TAX EXEMPTIONS FOR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
6.9.2.
WITH RESPECT TO TAXES TO BE PRORATED IN ACCORDANCE WITH SECTION 3.3,
BUYER SHALL PREPARE AND TIMELY FILE ALL TAX RETURNS REQUIRED TO BE FILED AFTER
THE CLOSING WITH RESPECT TO THE ZION ASSETS, IF ANY, AND SHALL DULY AND TIMELY
PAY ALL SUCH TAXES SHOWN TO BE DUE ON SUCH TAX RETURNS.
BUYER'S PREPARATION OF
ANY SUCH TAX RETURNS SHALL BE SUBJECT TO SELLER'S APPROVAL TO THE EXTENT THAT
SUCH RETURNS RELATE TO ANY PERIOD, ALLOCATION OR OTHER AMOUNT FOR WHICH SELLER
IS RESPONSIBLE.
BUYER SHALL MAKE SUCH TAX RETURNS AND ALL SCHEDULES AND WORKING
PAPERS SUPPORTING SUCH TAX RETURNS AVAILABLE FOR SELLER'S REVIEW AND APPROVAL NO
LATER THAN THIRTY (30) BUSINESS DAYS PRIOR TO THE DUE DATE FOR FILING SUCH TAX
RETURN.
SELLER SHALL RESPOND NO LATER THAN TEN (10) BUSINESS DAYS PRIOR TO