FILE AN ACTUAL ELECTION OR TAKE ANY ACTION THAT COULD
RESULT IN A DEEMED ELECTION UNDER SECTION 338 OF THE CODE (OR ANY COMPARABLE
PROVISION OF STATE OR LOCAL LAW OR REGULATION) RELATING TO THE PURCHASE OF STOCK
OF NMATRIX U.S.
11.2
Tax Return Filing.
(A)
BUYER SHALL PREPARE OR CAUSE TO BE PREPARED AND FILE OR CAUSE TO BE
FILED ALL TAX RETURNS FOR INCOME TAXES WITH RESPECT TO THE COMPANY FOR STRADDLE
PERIODS AND FOR PERIODS ENDING ON OR PRIOR TO THE CLOSING DATE THE DUE DATE OF
WHICH IS AFTER THE CLOSING DATE.
BUYER SHALL PREPARE OR CAUSE TO BE PREPARED
AND FILE OR CAUSE TO BE FILED ALL TAX RETURNS FOR OTHER TAXES THE DUE DATE OF
WHICH IS AFTER THE CLOSING DATE.
BUYER SHALL PROVIDE SELLER FOR
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SELLER'S REVIEW OF SUCH TAX RETURNS AS SOON AS PRACTICABLE, AND IN NO EVENT LESS
THAN 10 DAYS PRIOR TO THE DUE DATE OF SUCH TAX RETURNS.
BUYER AND SELLER SHALL
DISCUSS SUCH TAX RETURN, CONSIDER ANY SELLER COMMENTS WITH RESPECT THERETO AND
NEGOTIATE ANY DISAGREEMENT THERETO IN GOOD FAITH.
SELLER SHALL REMIT TO THE
COMPANY WITHIN 5 DAYS FOLLOWING AGREEMENT WITH RESPECT TO SUCH ITEMS ANY AND ALL
TAXES FOR WHICH SELLERS ARE OTHERWISE LIABLE UNDER SECTION 11.1(A).
11.3
Tax Indemnification Procedures; Contest Provisions.
(A)
EACH PARTY SHALL PROMPTLY NOTIFY THE OTHER PARTY IN WRITING UPON
RECEIPT BY SUCH PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES
OF NOTICE OF ANY PENDING OR THREATENED FEDERAL, STATE, LOCAL OR FOREIGN TAX
AUDITS, EXAMINATIONS, CLAIMS OR ASSESSMENTS (A "TAX CLAIM") FOR WHICH SUCH PARTY
IS ENTITLED TO SEEK, OR IS SEEKING OR INTENDS TO SEEK, INDEMNIFICATION PURSUANT
TO SECTION 11.1; PROVIDED, HOWEVER, THAT THE FAILURE TO GIVE SUCH NOTICE SHALL
NOT AFFECT THE INDEMNIFICATION PROVIDED HEREUNDER EXCEPT TO THE EXTENT THAT THE
FAILURE TO GIVE SUCH NOTICE MATERIALLY PREJUDICES THE INDEMNIFYING PARTY.
(B)
(I)
SELLER SHALL HAVE THE RIGHT, AT ITS OWN EXPENSE, TO
CONTROL AND TO REPRESENT THE INTERESTS OF THE COMPANY IN AND WITH RESPECT TO ANY
TAX CLAIM FOR ANY PRE-CLOSING TAX PERIOD FOR WHICH IT IS SOLELY LIABILITY UNDER
SECTION 11.1(A), AND TO EMPLOY COUNSEL OF ITS OWN CHOICE FOR SUCH PURPOSE;
PROVIDED THAT, SELLER SHALL HAVE THE SOLE RIGHT TO CONTROL AND CONDUCT THE TAX
CLAIM ONLY IF (I) THE SELLER NOTIFIES THE BUYER IN WRITING WITHIN FIFTEEN (15)
DAYS AFTER THE BUYER HAS GIVEN NOTICE OF THE TAX CLAIM OR SELLER IS OTHERWISE
NOTIFIED OF SUCH TAX CLAIM THAT THE SELLER WILL INDEMNIFY THE BUYER AND THE
COMPANY FROM AND AGAINST ANY LOSS, CLAIM, LIABILITY, EXPENSE, OTHER DAMAGES, AND
TAXES IN ACCORDANCE SECTION 11.1(A) SUCH PARTY MAY SUFFER RESULTING FROM,
ARISING OUT OF, RELATING TO, IN THE NATURE OF, OR CAUSED BY THE TAX CLAIM
(WHETHER OR NOT OTHERWISE REQUIRED HEREUNDER AND WITH NO RESERVATION OF RIGHTS),
(II) THE SELLER PROVIDES THE BUYER WITH EVIDENCE REASONABLY ACCEPTABLE TO THE
BUYER THAT THE SELLER WILL HAVE THE FINANCIAL RESOURCES TO DEFEND