SHALL NOT EXTEND THE
STATUTE OF LIMITATIONS WITH RESPECT TO ANY TAX RETURN OF LODI GAS AND LODI
DEVELOPMENT FOR ANY PRE-CLOSING PERIOD WITHOUT THE WRITTEN CONSENT OF THE
SELLER, SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED.
(D)
BUYER AND SELLER AGREE TO PROVIDE SUCH ASSISTANCE AS MAY REASONABLY BE
REQUESTED BY THE OTHER PARTY IN CONNECTION WITH THE PREPARATION OF ANY TAX
RETURN, ANY AUDIT OR OTHER EXAMINATION BY ANY TAXING AUTHORITY OR ANY JUDICIAL
OR ADMINISTRATIVE PROCEEDINGS RELATING TO LIABILITY FOR TAXES, AND EACH WILL
RETAIN AND PROVIDE THE REQUESTING PARTY WITH ANY RECORDS OR INFORMATION WHICH
MAY BE RELEVANT TO SUCH RETURN, AUDIT OR EXAMINATION, PROCEEDINGS OR
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DETERMINATION.
ANY INFORMATION OBTAINED PURSUANT TO THIS SECTION 10.2(D) OR
PURSUANT TO ANY OTHER SECTION HEREOF PROVIDING FOR THE SHARING OF INFORMATION
RELATING TO OR REVIEW OF ANY TAX RETURN OR OTHER SCHEDULE RELATING TO TAXES
SHALL BE KEPT CONFIDENTIAL BY THE PARTIES HERETO IN ACCORDANCE WITH SECTION
6.5(B).
Section 10.3
Procedures Relating to Indemnification of Tax Claims.
(A)
IF A CLAIM SHALL BE MADE BY ANY TAXING AUTHORITY FOR WHICH SELLER IS
OR MAY BE LIABLE PURSUANT TO THIS AGREEMENT, BUYER SHALL NOTIFY SELLER IN
WRITING WITHIN TEN (10) BUSINESS DAYS OF RECEIPT BY BUYER OF NOTICE OF SUCH
CLAIM (A "TAX CLAIM").
(B)
WITH RESPECT TO ANY TAX CLAIM, SELLER, AT SELLER'S EXPENSE, SHALL
CONTROL ALL PROCEEDINGS TAKEN IN CONNECTION WITH SUCH TAX CLAIM (INCLUDING
SELECTION OF COUNSEL), AND BUYER SHALL EXECUTE OR CAUSE TO BE EXECUTED POWERS OF
ATTORNEY OR OTHER DOCUMENTS NECESSARY TO ENABLE SELLER TO TAKE ALL ACTIONS
DESIRED BY SELLER WITH RESPECT TO SUCH TAX CLAIM.
SELLER SHALL PERMIT BUYER TO
PARTICIPATE IN (BUT NOT CONTROL), AT BUYER'S SOLE COST AND EXPENSE, SUCH
PROCEEDING THROUGH COUNSEL CHOSEN BY BUYER AND SHALL KEEP BUYER REASONABLY
INFORMED AS TO THE STATUS OF SUCH PROCEEDING.
SELLER MAY IN ITS SOLE DISCRETION
PURSUE OR FOREGO ANY AND ALL ADMINISTRATIVE APPEALS, PROCEEDINGS, HEARINGS AND
CONFERENCES WITH ANY TAXING AUTHORITY WITH RESPECT TO SUCH TAX CLAIM, AND MAY
INITIATE ANY CLAIM FOR REFUND, FILE ANY AMENDED RETURN, OR TAKE ANY OTHER ACTION
WHICH IS DEEMED APPROPRIATE BY SELLER WITH RESPECT TO SUCH TAX CLAIM.
NOTWITHSTANDING THE FOREGOING, SELLER AND BUYER SHALL JOINTLY CONTROL ALL
PROCEEDINGS IN CONNECTION WITH ANY TAX CLAIM RELATING SOLELY TO TAXES FOR A
STRADDLE PERIOD, AND ALL COSTS AND EXPENSES RELATED TO SUCH PROCEEDINGS SHALL BE
BORNE 50% BY BUYER AND 50% BY SELLER.
NO PARTY SHALL SETTLE A TAX CLAIM
RELATING SOLELY TO TAXES OF LODI GAS AND LODI DEVELOPMENT FOR A STRADDLE PERIOD
WITHOUT THE OTHER PARTY'S PRIOR WRITTEN CONSENT (WHICH CONSENT MAY NOT BE
UNREASONABLY WITHHELD, CONDITIONED OR DELAYED; AND WHICH CONSENT SHALL BE
CONSIDERED TO BE UNREASONABLY WITHHELD IF SUCH SETTLEMENT HAS NO ADVERSE EFFECT
ON THE OTHER PARTY).
(C)
BUYER AND ITS AFFILIATES (INCLUDING AFTER THE CLOSING, LODI GAS AND
LODI DEVELOPMENT), ON THE ONE HAND, AND SELLER, ON THE OTHER HAND, SHALL
COOPERATE WITH EACH