THE WRITTEN REQUEST OF THE PARTY ENTITLED TO
REIMBURSEMENT, SETTING FORTH IN DETAIL THE COMPUTATION OF THE AMOUNT OWED BY
VENDOR OR PURCHASER, AS APPLICABLE, BUT IN NO EVENT EARLIER THAN TEN DAYS BEFORE
THE DUE DATE FOR THE FILING OF ANY APPLICABLE TAX RETURNS, EXCEPT TO THE EXTENT
SUCH AMOUNTS HAVE ALREADY BEEN PAID AS ADJUSTMENTS TO THE PURCHASE PRICE.
FOR
GREATER CERTAINTY, SECTION 10.7 SHALL APPLY TO ANY PAYMENT MADE BY ONE PARTY TO
THE OTHER PURSUANT TO THIS SECTION 11.2(C).
(D)
BEFORE CLOSING VENDOR SHALL, AND AFTER CLOSING PURCHASER SHALL,
CAUSE THE CORPORATION AND THE SUBSIDIARIES TO COOPERATE FULLY WITH EACH OTHER
AND MAKE AVAILABLE TO EACH OTHER IN A TIMELY FASHION SUCH DATA AND OTHER
INFORMATION AS MAY REASONABLY BE REQUIRED FOR THE PREPARATION OF ANY OF THOSE
TAX RETURNS REFERRED TO IN THIS SECTION 11.2 AND SHALL PRESERVE THAT DATA AND
OTHER INFORMATION UNTIL THE EXPIRATION OF ANY APPLICABLE LIMITATION PERIOD UNDER
ANY APPLICABLE LAWS WITH RESPECT TO TAXES.
(E)
ANY TAX RETURN TO BE PREPARED PURSUANT TO THE PROVISIONS OF THIS
SECTION 11.2 SHALL BE PREPARED IN A MANNER CONSISTENT WITH PRACTICES FOLLOWED IN
PRIOR YEARS WITH RESPECT TO SIMILAR TAX RETURNS OF THE CORPORATION AND THE
SUBSIDIARIES PROVIDED SUCH HISTORICAL PRACTICES ARE PROPER.
(F)
PURCHASER SHALL NOT AND SHALL NOT ALLOW THE CORPORATION OR ANY
SUBSIDIARY TO AMEND, REFILE OR OTHERWISE MODIFY OR GRANT AN EXTENSION OF ANY
STATUTE OF LIMITATIONS WITH RESPECT TO ANY TAX RETURN FOR THE CORPORATION OR THE
SUBSIDIARIES FOR ANY TAXATION YEAR ENDING ON OR BEFORE THE WORKING CAPITAL DATE
OR THAT INCLUDES ANY STRADDLE PERIOD AND SHALL NOT REQUEST AN AUDIT OR
ASSESSMENT OF ANY SUCH TAX RETURN, IN EACH CASE WITHOUT PRIOR WRITTEN CONSENT OF
VENDOR.
VENDOR SHALL NOT FILE AN AMENDED TAX RETURN FOR THE CORPORATION OR THE
SUBSIDIARIES FOR ANY TAXABLE PERIOD ENDING ON OR BEFORE THE CLOSING DATE AND
SHALL NOT REQUEST AN AUDIT OR ASSESSMENT OF ANY SUCH TAX RETURN, IN EACH CASE
WITHOUT WRITTEN CONSENT OF PURCHASER.
11.3
CONFIDENTIALITY OF TAX INFORMATION
Unless otherwise required by Applicable Laws, securities regulatory authority or
stock exchange regulations or legal proceedings, each Party shall, and shall
cause its Representatives to, keep confidential and non-public Tax information,
records, and documents disclosed by the other Party, or to which that Party has
received or been granted access, pursuant to this Article 11 and will not use
that Tax information for any purpose other than making the determinations and
taking such other actions contemplated by this Article 11.
11.4
SECTION 338 ELECTION
(A)
PURCHASER HAS THE RIGHT TO MAKE AN ELECTION UNDER SECTION 338(G)
OF THE CODE ("SECTION 338 ELECTION") WITH RESPECT TO THE PURCHASE AND THE DEEMED
PURCHASE OF THE SHARES OF ANY ELIGIBLE SUBSIDIARY.
SHOULD PURCHASER MAKE A
SECTION 338 ELECTION,
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PURCHASER AND VENDOR SHALL COOPERATE FULLY WITH EACH OTHER IN THE MAKING OF THAT
ELECTION.
(B)
PROVIDED THAT PURCHASER MAKES A SECTION 388 ELECTION, THE PURCHASE
PRICE SHALL BE ALLOCATED AMONG THE