COMPANY OR A SUBSIDIARY (AFTER THE CLOSING) WITH RESPECT TO TAXES OF THE COMPANY
OR A SUBSIDIARY FOR A PERIOD OTHER THAN A PRE-CLOSING PERIOD SHALL BE PAID OVER
TO THE BUYER.
ANY REFUND RECEIVED BY THE COMPANY OR A SUBSIDIARY WITH RESPECT
TO TAXES OF A COMPANY OR A SUBSIDIARY ATTRIBUTABLE TO A PRE-CLOSING PERIOD SHALL
BE PAID OVER TO THE SELLERS.
(C)
COOPERATION.
BUYER AND SELLERS SHALL
COOPERATE FULLY, AS AND TO THE EXTENT REASONABLY REQUESTED BY THE OTHER PARTIES,
IN CONNECTION WITH THE FILING OF TAX RETURNS, ANY TAX AUDITS, PROCEEDINGS OR
OTHER CLAIMS, THE AUTHORIZATION AND EXECUTION OF ANY APPROPRIATE POWERS OF
ATTORNEY TO ACCOMPLISH THE FOREGOING, AND OTHER TAX RELATED MATTERS.
SUCH
COOPERATION SHALL INCLUDE, UPON THE BUYER'S REQUEST, PROVIDING RECORDS AND
INFORMATION THAT ARE REASONABLY RELEVANT TO ANY SUCH MATTERS, MAKING EMPLOYEES
AVAILABLE ON A MUTUALLY CONVENIENT BASIS TO PROVIDE ADDITIONAL INFORMATION, AND
EXPLAINING ANY MATERIALS PROVIDED PURSUANT TO THIS SECTION.
(D)
TAX-SHARING AGREEMENTS.
ALL TAX SHARING
AGREEMENTS, TAX INDEMNIFICATION AGREEMENTS, OR SIMILAR AGREEMENTS WITH RESPECT
TO OR INVOLVING ANY COMPANY OR ANY SUBSIDIARIES SHALL BE TERMINATED AS OF THE
CLOSING DATE AND, AFTER THE CLOSING DATE, NO COMPANY AND NO SUBSIDIARY SHALL BE
BOUND THEREBY OR HAVE ANY LIABILITY THEREUNDER.
(E)
STATUTES OF LIMITATION.
BUYER AGREES TO
NOTIFY SELLERS OF ANY EXTENSION OF ANY STATUTE OF LIMITATION RELATING TO TAX
RETURNS OF A COMPANY OR A SUBSIDIARY IN RESPECT OF PERIODS PRIOR TO THE CLOSING
DATE.
5.6
Conveyance Taxes; Costs.
Buyer, on the one
hand, and Sellers, on the other, shall be equally liable for any transfer, value
added, excise, stock transfer, stamp, recording, registration and any similar
taxes that become payable in connection with the acquisition by Buyer of the
Membership Interests, and the applicable parties shall file such applications
and documents as shall permit any such tax to be assessed and paid on or prior
to the Closing Date in accordance with any available pre-sale filing procedure;
provided, that Sellers shall pay any such Taxes with respect to the contribution
of the Seller Loans.
6.
CONDITIONS TO CLOSING
6.1
Conditions to the Buyer's Obligations.
The
Buyer's obligation to perform the actions required to consummate this Agreement
contemplated to be performed on or before the Closing Date is subject to
satisfaction, or written waiver by the Buyer, of each of the following
conditions:
(A)
COMPREHENSIVE TRANSACTION DOCUMENTS.
BUYER
SHALL HAVE RECEIVED EVIDENCE REASONABLY SATISFACTORY TO BUYER, IN ITS SOLE
DISCRETION EXERCISED IN GOOD FAITH, OF THE AGREEMENT, COMPLETION, AND DELIVERY,
IF APPLICABLE, OF THE COMPREHENSIVE TRANSACTION DOCUMENTS.
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(B)
AMENDMENT AND RESTATEMENT OF LLC
AGREEMENTS.
BUYER SHALL HAVE RECEIVED EVIDENCE REASONABLY SATISFACTORY TO
BUYER, IN ITS SOLE DISCRETION, OF THE AMENDMENT AND RESTATEMENT OF THE LIMITED
LIABILITY COMPANY OPERATING AGREEMENT OF EACH COMPANY, RESPECTIVELY, EFFECTIVE
AS OF THE CLOSING IN FORM MUTUALLY ACCEPTABLE TO BUYER AND THE SELLERS.
(C)
SRL MASTER.
SRL MASTER SHALL HAVE BEEN
FORMED BY THE MKM ENTITIES AND HAVE CONSTITUENT DOCUMENTS ACCEPTABLE TO THE