WITH PRIOR POSITIONS TAKEN BY SUCH SERVICE PROVIDER AND WHICH COULD AFFECT A
POST-CLOSING RETURN OF A SERVICE PROVIDER.
(C)
IWEST SHALL PREPARE OR CAUSE TO BE PREPARED AND TIMELY FILE OR CAUSE TO BE
TIMELY FILED ALL TAX RETURNS OF THE SERVICE PROVIDERS THAT RELATE TO
POST-CLOSING TAX PERIODS AND STRADDLE PERIODS.
ALL TAX RETURNS PREPARED
PURSUANT TO THIS SECTION 6.9(C) THAT RELATE TO STRADDLE PERIODS SHALL BE
PREPARED ON A BASIS CONSISTENT WITH PAST PRACTICE UNLESS (I) OTHERWISE REQUIRED
BY LAW OR (II) CONSENTED TO BY IREIC OR THE AGENT, AS THE CASE MAY BE.
IWEST
SHALL PERMIT IREIC AND THE AGENT OR THEIR ADVISORS, AS THE CASE MAY BE, TO
REVIEW EACH SUCH TAX RETURN THAT RELATES TO A STRADDLE PERIOD PRIOR TO FILING
AND SHALL CONSIDER IN GOOD FAITH MAKING ANY CHANGES REASONABLY REQUESTED BY
IREIC OR THE AGENT, AS THE CASE MAY BE.
IREIC OR THE AGENT, AS APPLICABLE,
SHALL PAY, PURSUANT TO SECTION 9.5, IWEST THE EXCESS OF (I) ANY TAXES PAYABLE BY
OR WITH RESPECT TO ANY SERVICE PROVIDER TO THE EXTENT ATTRIBUTABLE TO A
PRE-CLOSING TAX PERIOD OVER (II) THE SUM OF (A) THE AMOUNT OF SUCH TAXES
PREVIOUSLY PAID BY IREIC OR THE AGENT, AS APPLICABLE PLUS (B) THE AMOUNT OF SUCH
TAXES OTHERWISE PAID BY THE SERVICE PROVIDERS ON OR PRIOR TO THE CLOSING DATE
PLUS (C) ANY SUCH TAXES ACCRUED OR RESERVED FOR ON THE SERVICE PROVIDERS'
CLOSING BALANCE SHEETS AND WHICH ARE SPECIFICALLY INCLUDED IN THE CALCULATION OF
NET WORKING CAPITAL (COLLECTIVELY, THE "PAID TAXES").
IREIC OR THE AGENT, AS
APPLICABLE, SHALL PAY, PURSUANT TO SECTION 9.5, SUCH EXCESS TO IWEST WITHIN
TWENTY (20) DAYS AFTER WRITTEN DEMAND THEREOF IS MADE BY IWEST (BUT IN ANY CASE
NOT EARLIER THAN FIVE (5) DAYS BEFORE THE DATE ON WHICH THE TAXES FOR THE
RELEVANT TAX PERIOD ARE REQUIRED TO BE PAID TO THE RELEVANT TAXING OR OTHER
GOVERNMENTAL AUTHORITY).
IF THE AMOUNT OF ANY PAID TAXES EXCEEDS THE
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AMOUNT OF SUCH TAXES ACTUALLY PAID WITH RESPECT TO A PRE-CLOSING TAX PERIOD,
IWEST SHALL PAY TO IREIC OR THE AGENT, AS APPLICABLE, THE AMOUNT OF SUCH EXCESS
WITHIN TWENTY (20) DAYS AFTER THE TAX RETURN REPORTING TO THE FINAL LIABILITY
FOR SUCH TAXES IS REQUIRED TO BE FILED WITH THE RELEVANT TAXING AUTHORITY.
IN
THE CASE OF A TAX THAT IS CONTESTED IN ACCORDANCE WITH THE PROVISIONS OF SECTION
6.9(E) PAYMENT OF THE TAX TO THE APPROPRIATE GOVERNMENTAL AUTHORITY SHALL NOT BE
CONSIDERED TO BE DUE EARLIER THAN THE DATE A FINAL DETERMINATION TO SUCH EFFECT
IS MADE BY THE APPROPRIATE GOVERNMENTAL AUTHORITY OR COURT.
(D)
FOR PURPOSES OF THIS AGREEMENT, IN THE CASE OF ANY TAXES THAT ARE IMPOSED
ON A PERIODIC BASIS OVER A STRADDLE PERIOD, THE PORTION OF SUCH TAX THAT RELATES
TO THE PRE-CLOSING TAX PERIOD SHALL BE DEEMED TO BE THE AMOUNT OF SUCH TAX FOR
THE ENTIRE STRADDLE PERIOD MULTIPLIED BY A FRACTION THE NUMERATOR OF WHICH IS
THE NUMBER OF DAYS