A COPY OF SUCH TAX RETURN TO AMI AT
LEAST 10 DAYS PRIOR TO THE ANTICIPATED FILING OF SUCH TAX RETURN AND AMI OR ITS
AFFILIATE SHALL EXECUTE THE TAX RETURN, SUBJECT TO ABBOTT'S REASONABLE APPROVAL.
(B)
AD VALOREM TAXES.
ALL REAL PROPERTY TAXES, PERSONAL PROPERTY TAXES,
AD VALOREM OBLIGATIONS AND SIMILAR TAXES IMPOSED ON A PERIODIC BASIS, IN EACH
CASE LEVIED ON IBIS, OTHER THAN TRANSFER TAXES PROVIDED FOR IN
SECTION 8.6(A) ABOVE, FOR A TAXABLE PERIOD WHICH INCLUDES (BUT DOES NOT END ON)
THE CLOSING DATE SHALL BE APPORTIONED BETWEEN ISIS AND AMI AS OF THE CLOSING
DATE BASED ON THE NUMBER OF DAYS OF SUCH TAXABLE PERIOD INCLUDED IN THE
PRE-CLOSING TAX PERIOD AND THE NUMBER OF DAYS OF SUCH TAXABLE PERIOD INCLUDED IN
THE POST-CLOSING PERIOD.
ISIS SHALL BE LIABLE FOR THE PROPORTIONATE AMOUNT OF
SUCH TAXES THAT IS ATTRIBUTABLE TO THE
47
PRE-CLOSING TAX PERIOD.
WITHIN 90 DAYS AFTER THE CLOSING, ISIS AND AMI SHALL
PRESENT A REIMBURSEMENT TO WHICH EACH IS ENTITLED UNDER THIS
SECTION 8.6(B) TOGETHER WITH SUCH SUPPORTING EVIDENCE AS IS REASONABLY NECESSARY
TO CALCULATE THE PRORATION AMOUNT; PROVIDED, THAT IF THE FINAL TAX AMOUNT DUE
FOR A TAXABLE PERIOD THAT INCLUDES THE CLOSING DATE IS NOT DETERMINED WITHIN
SUCH PERIOD, A REIMBURSEMENT SHALL BE BASED ON THE AMOUNT OF THE RELEVANT TAX
FOR THE PRECEDING TAXABLE YEAR, SUBJECT TO AN ADJUSTMENT WITHIN 30 DAYS AFTER
THE FINAL AMOUNT OF SUCH TAX IS DETERMINED.
THE PRORATION AMOUNT SHALL BE PAID
BY THE PARTY OWING IT TO THE OTHER WITHIN 10 DAYS AFTER DELIVERY OF SUCH
STATEMENT.
THEREAFTER, ISIS SHALL NOTIFY AMI UPON RECEIPT OF ANY BILL FOR REAL
OR PERSONAL PROPERTY TAXES RELATING TO IBIS, PART OR ALL OF WHICH ARE
ATTRIBUTABLE TO THE POST-CLOSING TAX PERIOD, AND SHALL PROMPTLY DELIVER SUCH
BILL TO AMI WHO SHALL PAY THE SAME TO THE APPROPRIATE TAXING AUTHORITY,
PROVIDED, THAT IF SUCH BILL COVERS ANY PORTION OF THE PRE-CLOSING TAX PERIOD,
ISIS SHALL ALSO REMIT PRIOR TO THE DUE DATE OF ASSESSMENT TO AMI PAYMENT FOR THE
PROPORTIONATE AMOUNT OF SUCH BILL THAT IS ATTRIBUTABLE TO THE PRE-CLOSING TAX
PERIOD.
IN THE EVENT THAT EITHER ISIS OR AMI SHALL THEREAFTER MAKE A PAYMENT
FOR WHICH IT IS ENTITLED TO REIMBURSEMENT UNDER THIS SECTION 8.6(B), THE OTHER
PARTY SHALL MAKE SUCH REIMBURSEMENT PROMPTLY BUT IN NO EVENT LATER THAN 30 DAYS
AFTER THE PRESENTATION OF A STATEMENT SETTING FORTH THE AMOUNT OF REIMBURSEMENT
TO WHICH THE PRESENTING PARTY IS ENTITLED ALONG WITH SUCH SUPPORTING EVIDENCE AS
IS REASONABLY NECESSARY TO CALCULATE THE AMOUNT OF REIMBURSEMENT.
ANY PAYMENT
REQUIRED UNDER THIS SECTION 8.6(B) AND NOT MADE WITHIN 10 DAYS OF DELIVERY OF
THE STATEMENT SHALL BEAR INTEREST AT THE APPLICABLE RATE FOR EACH DAY UNTIL
PAID.
(C)
TAX LIABILITY.
(i)
Isis shall, in accordance with
Section 8.2(a) (except as explicitly provided in this Section 8.6), indemnify
and hold harmless the AMI Group from any and all Losses arising from: (1) all
Taxes (or the non-payment thereof)