ATTRIBUTABLE TO THE PRE-CLOSING DATE
PERIOD SHALL BE DETERMINED AS FOLLOWS:
(1)
IN THE CASE OF PROPERTY (AD VALOREM),
FRANCHISE OR SIMILAR TAXES IMPOSED ON 128VOSS OR THE PROJECT OWNER BASED ON
CAPITAL (INCLUDING NET WORTH OR LONG-TERM DEBT) OR NUMBER OF SHARES OF STOCK
AUTHORIZED, ISSUED OR OUTSTANDING, THE PORTION ATTRIBUTABLE TO THE PRE-CLOSING
DATE PERIOD SHALL BE THE AMOUNT OF SUCH TAXES FOR THE ENTIRE TAXABLE PERIOD
MULTIPLIED BY A FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS IN THE
PRE-CLOSING DATE PERIOD AND THE DENOMINATOR OF WHICH IS THE NUMBER OF DAYS IN
THE ENTIRE TAXABLE PERIOD; PROVIDED, HOWEVER, THE AMOUNT OF TAX ATTRIBUTABLE TO
THE PRE-CLOSING DATE PERIOD SHALL NOT EXCEED THE AMOUNT OF TAX 128VOSS OR THE
PROJECT OWNER, AS APPLICABLE, WOULD HAVE PAID IF ITS TAXABLE PERIOD ENDED ON THE
CLOSING DATE.
(2)
IN THE CASE OF ALL OTHER TAXES, THE PORTION
ATTRIBUTABLE TO THE PRE-CLOSING DATE PERIOD SHALL BE DETERMINED ON THE BASIS OF
AN INTERIM CLOSING OF THE BOOKS OF 128VOSS OR THE PROJECT OWNER AS OF THE
CLOSING DATE, AND THE DETERMINATION OF THE HYPOTHETICAL TAX FOR SUCH PRE-CLOSING
DATE PERIOD SHALL BE DETERMINED ON THE BASIS OF SUCH INTERIM CLOSING OF THE
BOOKS, WITHOUT ANNUALIZATION.
THE HYPOTHETICAL TAX FOR ANY PERIOD SHALL IN NO
CASE BE LESS THAN ZERO ($0).
TAXES ATTRIBUTABLE TO THE PRE-CLOSING DATE PERIOD
SHALL BE DETERMINED UNDER THE SAME METHOD OF ACCOUNTING USED BY 128VOSS OR THE
PROJECT OWNER DURING THAT PERIOD.
(C)
SELLER SHALL PREPARE AND TIMELY FILE, OR
CAUSE TO BE TIMELY FILED, FOR THE PROJECT OWNER AND 128VOSS, WITH REASONABLE
ASSISTANCE OF PROJECT OWNER AND 128VOSS, TAX RETURNS THAT ARE REQUIRED BY LAW TO
BE FILED FOR THE TAXABLE PERIOD ENDED ON OR BEFORE THE CLOSING DATE.
SELLER
SHALL, AT LEAST TWENTY (20) DAYS PRIOR TO FILING SUCH TAX RETURNS, PROVIDE A
COPY OF SUCH TAX RETURNS TO PURCHASER.
PURCHASER SHALL, WITHIN TEN (10) DAYS OF
RECEIVING SUCH TAX RETURNS, ADVISE SELLER REGARDING ANY MATTERS IN SUCH TAX
RETURNS THAT IT CONSIDERS DETRIMENTAL TO PURCHASER, 128 VOSS OR THE PROJECT
OWNER, AND WITH WHICH IT DISAGREES.
IN SUCH CASE, SELLER AND PURCHASER SHALL
USE REASONABLE BEST EFFORTS TO REACH A TIMELY AND MUTUALLY SATISFACTORY SOLUTION
TO THE DISPUTED MATTERS.
SELLER SHALL PROVIDE TO PURCHASER A COPY OF ALL SUCH
TAX RETURNS TOGETHER WITH THE WORK PAPERS AND SCHEDULES UTILIZED IN THEIR
PREPARATION.
PURCHASER, 128VOSS, THE PROJECT OWNER AND SELLER SHALL COOPERATE
FULLY, AS AND TO THE EXTENT REASONABLY REQUESTED, IN CONNECTION WITH THE FILING
OF TAX RETURNS AND ANY AUDIT, LITIGATION OR OTHER PROCEEDING WITH RESPECT TO
TAXES AND TAX RETURNS (WHICH SELLER SHALL CONTROL AND REMAIN RESPONSIBLE FOR
WITH RESPECT TO THE PRE-CLOSING DATE PERIODS).
SUCH COOPERATION SHALL INCLUDE
24
THE RETENTION, AND (UPON THE OTHER PARTY'S REQUEST) THE PROVISION, OF RECORDS
AND INFORMATION THAT ARE REASONABLY RELEVANT TO ANY SUCH AUDIT, LITIGATION OR
OTHER PROCEEDING AND MAKING EMPLOYEES AVAILABLE ON A MUTUALLY CONVENIENT BASIS
TO PROVIDE ADDITIONAL INFORMATION