SELLER SHALL NOT BE RESPONSIBLE FOR, AND BUYER
SHALL SATISFY ALL OBLIGATIONS ARISING FROM, ANY SALES TAXES INCURRED IN
CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
(D)
THE PARTIES AGREE TO REPORT ALL PAYMENTS MADE PURSUANT TO THIS
AGREEMENT AS CONSIDERATION FOR THE MEMBERSHIP INTERESTS AND NOT AS COMPENSATION
FOR SERVICES OR OTHER FORM OF INCOME.
NO PARTY SHALL TAKE A POSITION
INCONSISTENT WITH SUCH TREATMENT ON ANY TAX RETURN, TAX STATEMENT, INFORMATION
REPORT, FINANCIAL STATEMENT OR OTHER DOCUMENT OR FILING.
6.6
COOPERATION ON TAX MATTERS.
(A)
BUYER, TARGET, AND SELLERS SHALL COOPERATE FULLY, AS AND TO THE
EXTENT REASONABLY REQUESTED BY THE OTHER PARTY, IN CONNECTION WITH THE FILING OF
TAX RETURNS PURSUANT TO THIS SECTION 6.7 AND ANY AUDIT, LITIGATION OR OTHER
PROCEEDING WITH RESPECT TO TAXES.
SUCH COOPERATION SHALL INCLUDE 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 AND EXPLANATION OF ANY MATERIAL PROVIDED HEREUNDER.
TARGET AND SELLERS AGREE (A) TO RETAIN ALL BOOKS AND RECORDS WITH RESPECT TO TAX
MATTERS PERTINENT TO TARGET RELATING TO ANY TAXABLE PERIOD BEGINNING BEFORE THE
CLOSING DATE UNTIL THE EXPIRATION OF THE STATUTE OF LIMITATIONS (AND, TO THE
EXTENT NOTIFIED BY BUYER OR SELLERS, ANY EXTENSIONS THEREOF) OF THE RESPECTIVE
TAXABLE PERIODS, AND TO ABIDE BY ALL RECORD RETENTION AGREEMENTS ENTERED INTO
WITH ANY TAXING AUTHORITY, AND (B) TO GIVE THE OTHER PARTY REASONABLE WRITTEN
NOTICE PRIOR TO TRANSFERRING, DESTROYING OR DISCARDING ANY SUCH BOOKS AND
RECORDS AND, IF THE OTHER PARTY SO REQUESTS, TARGET OR SELLERS, AS THE CASE MAY
BE, SHALL ALLOW THE OTHER PARTY TO TAKE POSSESSION OF SUCH BOOKS AND RECORDS
PRIOR THERETO.
(B)
BUYER AND SELLERS FURTHER AGREE, UPON REQUEST, TO USE THEIR
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ANY CERTIFICATE OR OTHER DOCUMENT FROM
ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON AS MAY BE NECESSARY TO MITIGATE,
REDUCE OR ELIMINATE ANY TAX THAT COULD BE IMPOSED (INCLUDING, BUT NOT LIMITED
TO, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY).
34
(C)
BUYER AND SELLERS FURTHER AGREE, UPON REQUEST, TO PROVIDE THE
OTHER PARTY WITH ALL INFORMATION THAT EITHER PARTY MAY BE REQUIRED TO REPORT
PURSUANT TO CODE §6043 AND ALL TREASURY REGULATIONS PROMULGATED THEREUNDER.
7.
CONDITIONS TO OBLIGATION TO CLOSE.
7.1
CONDITIONS TO BUYER'S OBLIGATION.
BUYER'S OBLIGATION TO
CONSUMMATE THE TRANSACTIONS TO BE PERFORMED BY IT IN CONNECTION WITH THE CLOSING
IS SUBJECT TO SATISFACTION OF THE FOLLOWING CONDITIONS:
(A)
THE REPRESENTATIONS AND WARRANTIES OF SELLERS SET FORTH IN SECTION
3.1 AND SECTION 4 ABOVE SHALL BE TRUE AND CORRECT AT AND AS OF THE CLOSING DATE,
AS THOUGH SUCH REPRESENTATIONS AND WARRANTIES WERE MADE ON THE CLOSING DATE
(EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES AS OF A SPECIFIED DATE, WHICH
SHALL BE ACCURATE AS OF SUCH DATE) EXCEPT AS HAS NOT HAD, INDIVIDUALLY OR IN THE
AGGREGATE, A MATERIAL