MEMBERSHIP INTERESTS AFTER THE EFFECTIVE TIME, AND (III) THE COMPANY WILL BE
RESPONSIBLE FOR AND WILL PAY ALL TAXES ATTRIBUTABLE TO OR ARISING FROM THE
OPERATION OF ITS BUSINESS AND ITS ASSETS AFTER THE EFFECTIVE TIME, AS SUCH TAXES
BECOME DUE AND PAYABLE.
ANY PARTY WHICH PAYS ANY TAXES FOR WHICH THE OTHER
PARTY IS RESPONSIBLE WILL BE ENTITLED TO PROMPT REIMBURSEMENT UPON PRESENTATION
OF EVIDENCE OF SUCH PAYMENT.
THE FOREGOING SHALL NOT EFFECT OR LIMIT ANY
LIABILITY OR INDEMNIFICATION RELATED TO ANY BREACH OF REPRESENTATION, WARRANTY
OR COVENANT OF SELLER OR THE COMPANY SET FORTH HEREIN.
(B)
SELLER SHALL CAUSE TO BE PREPARED (SUBJECT TO
BUYER'S REVIEW AND APPROVAL) ANY AND ALL TAX RETURNS WHICH ARE REQUIRED TO BE
FILED FOR, BY, ON BEHALF OF, OR WITH RESPECT TO, THE COMPANY FOR ANY PERIOD
BEFORE JUNE 30, 2008, INCLUDING ANY TAX RETURN REQUIRED FOR ANY SHORT TAX YEAR
ENDING AS OF THE EFFECTIVE TIME.
(C)
SELLER (AT SELLER'S SOLE RISK, COST AND
EXPENSE) SHALL HAVE THE RIGHT TO CONTROL THE CONDUCT OF ANY AUDIT, EXAMINATION,
INVESTIGATION OR ADMINISTRATIVE, COURT OR OTHER PROCEEDING IN CONNECTION WITH
ANY TAXING PERIOD, TAX RETURN OR OTHER TAX MATTER (A "TAX CONTEST") RELATED TO
THE MEMBERSHIP INTERESTS ARISING OUT OF OR WITH RESPECT TO ANY PERIOD ON OR
BEFORE THE EFFECTIVE TIME.
BUYER SHALL HAVE THE RIGHT (AT BUYER'S SOLE COST,
RISK AND EXPENSE) TO CONTROL THE CONDUCT OF ANY TAX CONTEST RELATED TO THE
MEMBERSHIP INTERESTS ARISING OR WITH RESPECT TO ANY PERIOD AFTER THE EFFECTIVE
TIME.
BUYER AND THE COMPANY SHALL HAVE THE RIGHT TO CONTROL THE CONDUCT OF ANY
TAX CONTEST RELATED TO THE COMPANY WHETHER ARISING OR WITH RESPECT TO ANY PERIOD
PRIOR TO OR AFTER THE EFFECTIVE TIME.
IF EITHER PARTY HERETO OR ANY OF THEIR
AFFILIATES RECEIVES ANY WRITTEN OR ORAL COMMUNICATION WITH RESPECT TO ANY
QUESTION, ADJUSTMENT, ASSESSMENT OR PENDING OR THREATENED TAX CONTEST WHICH
PERTAINS TO ANY PERIOD FOR WHICH THE OTHER PARTY HAS THE RIGHT OF CONTROL UNDER
THIS SECTION 15(E), THE RECEIVING PARTY SHALL PROMPTLY NOTIFY THE OTHER PARTIES
HERETO OF SUCH COMMUNICATION.
(D)
IN CONNECTION WITH THE PREPARATION OF ANY TAX
RETURN OR WITH RESPECT TO ANY TAX CONTEST, EACH OF THE PARTIES HERETO SHALL
GRANT OR CAUSE TO BE GRANTED TO THE OTHER PARTIES OR SUCH PARTIES'
REPRESENTATIVES, ACCESS AT ALL REASONABLE TIMES DURING NORMAL BUSINESS HOURS AND
FOLLOWING REASONABLE NOTICE TO ALL INFORMATION, BOOKS AND RECORDS RELATING TO
THE COMPANY WITHIN ITS POSSESSION OR CONTROL, INCLUDING THE RIGHT TO MAKE COPIES
THEREOF TO THE EXTENT REASONABLY NECESSARY IN CONNECTION WITH THE RIGHTS AND
RESPONSIBILITIES FOR THE TAX MATTERS SET FORTH HEREIN, AND SHALL FURNISH SUCH
ASSISTANCE AND COOPERATION AS MAY BE REASONABLY REQUESTED IN CONNECTION
THEREWITH.
43
16.
MISCELLANEOUS.
16.1
CASUALTY LOSS.
(A)
AN EVENT OF CASUALTY MEANS VOLCANIC ERUPTIONS,
ACTS OF GOD, FIRE, EXPLOSION, EARTHQUAKE, WIND STORM, FLOOD, DROUGHT,
CONDEMNATION, THE EXERCISE OF ANY RIGHT OF EMINENT DOMAIN, CONFISCATION AND
SEIZURE (A "CASUALTY").
A CASUALTY DOES NOT INCLUDE DEPLETION