LAW).
THE PARTIES COVENANT AND AGREE THAT (I) SUCH ALLOCATION SHALL BE DETERMINED
PURSUANT TO A GOOD FAITH, ARM'S LENGTH NEGOTIATION AND NONE OF THE PARTIES SHALL
TAKE A POSITION ON ANY TAX RETURN (INCLUDING IRS FORM 8594), BEFORE ANY
GOVERNMENTAL ENTITY OR IN ANY JUDICIAL PROCEEDING THAT IS IN ANY WAY
26
INCONSISTENT WITH SUCH ALLOCATION WITHOUT THE WRITTEN CONSENT OF THE OTHER
PARTIES TO THIS AGREEMENT OR UNLESS SPECIFICALLY REQUIRED PURSUANT TO A
DETERMINATION BY AN APPLICABLE GOVERNMENTAL ENTITY; (II) THEY SHALL COOPERATE
WITH EACH OTHER IN CONNECTION WITH THE PREPARATION, EXECUTION AND FILING OF ALL
TAX RETURNS RELATED TO SUCH ALLOCATION; AND (III) THEY SHALL PROMPTLY ADVISE
EACH OTHER REGARDING THE EXISTENCE OF ANY TAX AUDIT, CONTROVERSY OR LITIGATION
RELATED TO SUCH ALLOCATION.
(I)
CERTAIN TAXES AND FEES.
ALL TRANSFER,
DOCUMENTARY, SALES, USE, STAMP, REGISTRATION AND OTHER SUCH TAXES, AND ALL
CONVEYANCE FEES, RECORDING CHARGES AND OTHER FEES AND CHARGES (INCLUDING
PENALTIES AND INTEREST) INCURRED IN CONNECTION WITH THE GOLD BUSINESS, IF ANY,
SHALL BE BORNE EQUALLY BY THE PARTIES.
(J)
TAX RETURNS AND FILING.
SELLER SHALL PREPARE
AND FILE, OR CAUSE TO BE PREPARED AND FILED, ALL TAX RETURNS FOR TAXABLE PERIODS
OF GPAA AND LDMA ENDING ON OR BEFORE THE CLOSING DATE REQUIRED TO BE FILED AFTER
THE CLOSING DATE AS PROMPTLY AS POSSIBLE, BUT IN NO EVENT LATER THAN THE DUE
DATES THEREOF, AS SUCH DATES MAY BE EXTENDED, AND SHALL PAY, OR CAUSE TO BE
PAID, ALL TAXES SHOWN AS DUE ON SUCH TAX RETURNS.
ANY TAXES FOR A TAXABLE
PERIOD BEGINNING BEFORE THE CLOSING DATE AND ENDING AFTER THE CLOSING DATE SHALL
BE APPORTIONED BETWEEN SELLER AND BUYER AS FOLLOWS:
(I) IN THE CASE OF TAXES
BASED UPON OR RELATED TO INCOME OR RECEIPTS, THE AMOUNT OF ANY SUCH TAXES
ALLOCABLE TO THE PORTION OF THE TAXABLE PERIOD ENDING ON THE CLOSING DATE SHALL
BE BASED ON AN "INTERIM CLOSING OF THE BOOKS" AS OF THE CLOSE OF BUSINESS ON THE
CLOSING DATE; AND (II) IN THE CASE OF TAXES OTHER THAN TAXES DESCRIBED IN
CLAUSE (I), THE AMOUNT OF SUCH TAXES ALLOCABLE TO THE PORTION OF THE TAXABLE
PERIOD ENDING ON THE CLOSING DATE SHALL BE ON A PER DIEM BASIS WHEREBY THE
PRODUCT OF (A) THE AMOUNT OF TAXES FOR THE ENTIRE PERIOD, AND (B) A FRACTION THE
NUMERATOR OF WHICH IS THE NUMBER OF CALENDAR DAYS IN THE PERIOD ENDING ON THE
CLOSING DATE AND THE DENOMINATOR OF WHICH IS THE NUMBER OF CALENDAR DAYS IN THE
ENTIRE PERIOD.
NOTWITHSTANDING THE FOREGOING, FOR THE PURPOSE OF THIS
AGREEMENT, THE TAXABLE INCOME OF GPAA AND LDMA FOR TAXABLE PERIODS (OR PORTIONS
THEREOF) ENDING ON OR BEFORE THE CLOSING DATE SHALL NOT BE ADVERSELY AFFECTED BY
ANY ITEMS, EVENTS OR TRANSACTIONS OCCURRING AFTER THE CLOSING (OTHER THAN THE
NORMAL COURSE OPERATIONS OF GPAA AND LDMA ON THE CLOSING DATE).
6.8
CONSENTS.
SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN THIS AGREEMENT, EACH OF THE PARTIES HERETO SHALL USE
COMMERCIALLY