Date and pay any federal income Taxes attributable to such income. For
all taxable periods ending on or before the Closing Date, Seller shall cause
Gish and its Subsidiaries to join in Seller's consolidated federal income tax
return and, in jurisdictions requiring separate reporting from Seller, to file
separate company state and local income tax returns. All such Tax Returns shall
be prepared and filed in a manner consistent with prior practice, except as
otherwise required by applicable law. Buyer shall have the right to review and
comment on any such Tax Returns prepared by Seller as the same relate to Gish.
Buyer shall cause Gish and its Subsidiaries to furnish information to Seller as
reasonably requested by Seller to allow Seller to satisfy its obligations under
this Section 11. Gish and its Subsidiaries and Buyer shall consult and cooperate
with Seller as to any elections to be made on returns of Gish and its
Subsidiaries for periods ending on or before the Closing Date. Buyer shall cause
Gish and its Subsidiaries to file income Tax Returns or shall include Gish and
its Subsidiaries in its combined or consolidated income Tax Returns, for all
periods other than periods ending on or before the Closing Date.
59
11.4.
COOPERATION ON TAX MATTERS.
(A)
BUYER, GISH AND ITS SUBSIDIARIES, AND SELLER 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 11 AND ANY
AUDIT. SUCH COOPERATION SHALL INCLUDE PROVIDING POWERS OF ATTORNEY AND SIMILAR
AUTHORIZATIONS, THE RETENTION AND (UPON THE OTHER PARTY'S REQUEST) THE PROVISION
OF RECORDS AND INFORMATION THAT ARE REASONABLY RELEVANT TO ANY SUCH AUDIT AND
MAKING EMPLOYEES AVAILABLE ON A MUTUALLY CONVENIENT BASIS TO PROVIDE ADDITIONAL
INFORMATION AND EXPLANATION OF ANY MATERIAL PROVIDED HEREUNDER. GISH AND ITS
SUBSIDIARIES AND SELLER AGREES TO (A) RETAIN ALL BOOKS AND RECORDS WITH RESPECT
TO TAX MATTERS PERTINENT TO GISH AND ITS SUBSIDIARIES 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 SELLER, ANY EXTENSIONS
THEREOF) OF THE RESPECTIVE TAXABLE PERIODS, AND TO ABIDE BY ALL RECORD RETENTION
AGREEMENTS ENTERED INTO WITH ANY TAXING AUTHORITY, AND (B) 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, GISH AND ITS
SUBSIDIARIES OR SELLER, AS THE CASE MAY BE, SHALL ALLOW THE OTHER PARTY TO TAKE
POSSESSION OF SUCH BOOKS AND RECORDS.
(B)
BUYER AND SELLER FURTHER AGREE, UPON REQUEST, TO USE 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).
(C)
BUYER AND SELLER FURTHER AGREE, UPON REQUEST, TO PROVIDE THE OTHER
PARTY WITH ALL INFORMATION THAT