PRIOR FILINGS OF SUCH PROPERTY
TAX RETURNS (UNLESS SELLER HAS ALREADY PREPARED AND FILED ANY SUCH PROPERTY TAX
RETURNS).
SELLER SHALL BE RESPONSIBLE FOR THE TIMELY FILING AND DISTRIBUTION
(TAKING INTO ACCOUNT ANY EXTENSIONS RECEIVED FROM THE RELEVANT TAX AUTHORITIES)
OF ANY WAGE RELATED TAX RETURNS FOR THE PERIOD COVERING JANUARY 1, 2007 THROUGH
THE CLOSING DATE, WHICH ARE REQUIRED TO MEET FEDERAL, STATE AND LOCAL
REQUIREMENTS; INCLUDING, BUT NOT LIMITED TO, FEDERAL FORMS 940, 941, W-2S AND
CORRESPONDING W-3S AND STATE UNEMPLOYMENT QUARTERLY AND ANNUAL RETURNS, WHETHER
DUE TO BE FILED PRIOR TO, OR AFTER THE CLOSING DATE AND SHALL BE RESPONSIBLE FOR
PAYMENT OF TAXES, IF ANY, SHOWN THEREON.
BUYER AND SELLER AGREE TO UTILIZE THE
STANDARD METHOD SET FORTH IN REVENUE PROCEDURE 2004-53 WITH RESPECT TO WAGE
REPORTING.
(II)
IN CASE OF A STRADDLE PERIOD, (A) ALL
INCOME AND GROSS RECEIPT TAXES SHALL BE APPORTIONED BETWEEN THE PRE-CLOSING TAX
PERIOD AND THE POST-CLOSING TAX PERIOD BASED UPON A "CLOSING OF THE BOOKS" ON
THE CLOSING DATE AND (B) ALL TAXES OTHER THAN TAXES BASED ON INCOME OR GROSS
RECEIPTS (E.G., PROPERTY TAXES) SHALL BE APPORTIONED BETWEEN THE PRE-CLOSING TAX
PERIOD AND THE POST-CLOSING TAX PERIOD ON A PER DIEM BASIS.
(III)
FROM TIME TO TIME AFTER THE CLOSING DATE,
EACH PARTY SHALL PERMIT REASONABLE ACCESS, AND SHALL CAUSE ITS ACCOUNTANTS AND
OTHER REPRESENTATIVES TO PERMIT REASONABLE ACCESS, TO THE OTHER PARTY, TO THE
INFORMATION THAT IT OR ITS ACCOUNTANTS OR OTHER REPRESENTATIVES HAVE WITHIN
THEIR CONTROL AND THAT MAY BE REASONABLY NECESSARY IN CONNECTION WITH THE
PREPARATION OF ANY TAX RETURN OR THE EXAMINATION BY ANY TAX AUTHORITY OR OTHER
ADMINISTRATIVE OR JUDICIAL PROCEEDING RELATING TO ANY TAX RETURN.
EACH PARTY
SHALL RETAIN, OR CAUSE TO BE RETAINED, UNTIL THE APPLICABLE STATUTE OF
LIMITATIONS (INCLUDING ANY EXTENSIONS) HAVE EXPIRED, COPIES OF ALL TAX RETURNS
FOR ALL TAX PERIODS BEGINNING BEFORE THE CLOSING DATE, TOGETHER WITH SUPPORTING
WORK SCHEDULES AND OTHER RECORDS OR INFORMATION THAT MAY BE RELEVANT FOR SUCH
TAX RETURNS.
NO NEW ELECTIONS WITH RESPECT TO TAXES, OR ANY CHANGES IN CURRENT
ELECTIONS WITH RESPECT TO TAXES, AFFECTING ANY OF THE ACQUIRED ASSETS SHALL BE
MADE BY SELLER AFTER THE DATE OF THIS AGREEMENT.
(IV)
SELLER SHALL PREPARE AND FILE ALL TAX RETURNS
THAT RELATE TO TRANSFER TAXES.
BUYER SHALL COOPERATE WITH SELLER IN GOOD FAITH
IN RESPECT OF ANY SUCH TAX RETURN FILINGS.
SELLER AND BUYER SHALL ALSO
COOPERATE IN GOOD FAITH IN RESPECT OF OBTAINING ANY APPLICABLE EXEMPTIONS FROM
TRANSFER TAXES.
(V)
IF, AFTER THE CLOSING DATE, ANY TAX
AUTHORITY COMMENCES A TAX AUDIT OR SIMILAR PROCEEDING THAT RELATES TO THE TARGET
BUSINESS AND IF SUCH TAX AUDIT OR SIMILAR PROCEEDING COULD RESULT IN A LIABILITY
OF SELLER VIS-À-VIS BUYER UNDER THIS AGREEMENT, THEN BUYER SHALL, AS SOON AS
REASONABLY PRACTICABLE, NOTIFY SELLER IN WRITING ABOUT SUCH TAX AUDIT OR SIMILAR
PROCEEDING.
SELLER AND BUYER SHALL COOPERATE IN GOOD FAITH IN ORDER TO RESOLVE
AND/OR SETTLE ANY SUCH TAX AUDIT OR SIMILAR PROCEEDING, AND