Common use of Post-Closing Tax Matters Clause in Contracts

Post-Closing Tax Matters. Buyer acknowledges and agrees that the Shareholder Representative shall have the exclusive power and authority (i) at the expense of the Company, to cause the income tax returns for the last separate taxable year of the Company ending as a result of the consummation of the transactions contemplated by this Agreement and the immediate liquidation of the Surviving Corporation through merger to be prepared and filed in accordance with historic practices and procedures of the Company and applicable law (provided, however, the Shareholder Representative shall follow the instructions of Buyer with respect to determining and reporting the treatment and effects of such liquidation through merger, which shall be solely the responsibility of the Buyer), (ii) to control the conduct of the Surviving Corporation in respect of any tax audit or examination and any administrative appeal or litigation relating thereto, to the extent it relates to any Taxes required to be paid by the Company for periods ending on or before the Closing Date if such Taxes are payable (the costs of any such audit or examination shall be borne by the Surviving Corporation until the issuance of a notice of deficiency, whereas the costs of any administrative appeal or litigation after the issuance of a notice of deficiency shall be borne by the Company Shareholders), (iii) subject to the provisions of this Section to determine whether and to what extent to amend any Tax return filed before the Closing Date or which is described in the immediately preceding clause (i), and (iv) whether and to what extent the Surviving Corporation shall extend or waive any statute of limitations for the assessment of any Tax required to be paid by the Company for periods ending on or before the Closing Date if such Tax is payable. Buyer shall have the right to participate in any such amendment, extension of limitation, tax audit, examination, appeal or litigation (collectively, a "tax proceeding") at Buyer's sole expense, and, notwithstanding the immediately preceding sentence, to jointly control with the Shareholder Representative any such tax proceeding if (i) the amount claimed by the taxing authority in a notice of deficiency would result in a liability to the Surviving Corporation or its Subsidiaries that exceeds the amount of Damages for which the Company Shareholders are liable pursuant to Article IX or (ii) the proposed tax proceeding would reasonably result in a material tax -34- 41 or expense to any Controlled Entity. In no event shall the Shareholder Representative settle any such tax proceeding without Buyer's consent if such settlement would materially adversely affect the Surviving Corporation or any of its subsidiaries (or a Buyer Affiliate that is a successor in interest to the Surviving Corporation or any of its subsidiaries) with respect to any period after the Closing or result in any material liability on the part of the Surviving Corporation or such successor in interest which is not required to be paid by the Company Shareholders pursuant to Section 9.2 of this Agreement or pursuant to the Escrow Agreement or (ii) any Controlled Entity or a Buyer Affiliate that is the successor in interest of such Controlled Entity. For purposes of this Section 6.8, a material effect shall be deemed to be an expense, charge, loss or adverse change in an amount in excess of the amount in the Escrow Fund as of the date of determination of such expense, charge, loss or adverse change. The Buyer shall have the right to file amended income tax returns for the Company or its Subsidiaries for any period, provided that the result of such amended return would not affect the liability of the Shareholders (i) for Damages hereunder or for any other damages, costs, expenses or obligations of any nature or (ii) for income taxes or other Taxes for any of the Controlled Entities, in which event the Shareholder Representative and the Buyer (or a Buyer Affiliate that is a successor in interest to the Company) or any of its Subsidiaries must consent in writing to and Shareholder Representative shall jointly control with the Buyer (or its Affiliate successor in interest to the Company and its Subsidiaries) the filing of any such amended income tax return and all matters relating thereto. The Buyer (or a Buyer Affiliate that is a successor in interest to the Company) shall afford the Shareholder Representative a reasonable opportunity to review any proposed form of income Tax Return of the Company (such as a state income tax return) for any period that begins before and ends after the Closing Date and shall not file any such Tax Return without the prior written consent of the Shareholder Representative, which consent shall not be unreasonably withheld. The Shareholder Representative and the Buyer (or a Buyer Affiliate that is a successor in interest to the Company) shall jointly control any tax proceeding with respect to any such income tax return.

Post-Closing Tax Matters. Buyer acknowledges and agrees that the Shareholder Stockholder Representative shall have the exclusive power and authority (i) at the expense of the Company, to cause the income tax returns for the last separate taxable year of the Company ending as a result of the consummation of the transactions contemplated by this Agreement and the immediate liquidation of the Surviving Corporation through merger to be prepared and filed in accordance with historic practices and procedures of the Company and applicable law (provided, however, the Shareholder Stockholder Representative shall follow the instructions of Buyer with respect to determining and reporting the treatment and effects of such liquidation through merger, which shall be solely the responsibility of the Buyer), (ii) to control the conduct of the Surviving Corporation in respect of any tax audit or examination and -35- 42 any administrative appeal or litigation relating thereto, to the extent it relates to any Taxes required to be paid by the Company for periods ending on or before the Closing Date if such Taxes are payable (the costs of any such audit or examination shall be borne by the Surviving Corporation until the issuance of a notice of deficiency, whereas the costs of any administrative appeal or litigation after the issuance of a notice of deficiency shall be borne by the Company ShareholdersStockholders), (iii) subject to the provisions of this Section to determine whether and to what extent to amend any Tax return filed before the Closing Date or which is described in the immediately preceding clause (i), and (iv) whether and to what extent the Surviving Corporation shall extend or waive any statute of limitations for the assessment of any Tax required to be paid by the Company for periods ending on or before the Closing Date if such Tax is payable. Buyer shall have the right to participate in any such amendment, extension of limitation, tax audit, examination, appeal or litigation (collectively, a "tax proceeding") at Buyer's sole expense, and, notwithstanding the immediately preceding sentence, to jointly control with the Shareholder Stockholder Representative any such tax proceeding if (i) the amount claimed by the taxing authority in a notice of deficiency would result in a liability to the Surviving Corporation or its Subsidiaries that exceeds the amount of Damages for which the Company Shareholders Stockholders are liable pursuant to Article IX or (ii) the proposed tax proceeding would reasonably result in a material tax -34- 41 or expense to any Controlled Entity. In no event shall the Shareholder Stockholder Representative settle any such tax proceeding without Buyer's consent if such settlement would materially adversely affect the Surviving Corporation or any of its subsidiaries (or a Buyer Affiliate that is a successor in interest to the Surviving Corporation or any of its subsidiaries) with respect to any period after the Closing or result in any material liability on the part of the Surviving Corporation or such successor in interest which is not required to be paid by the Company Shareholders Stockholders pursuant to Section 9.2 of this Agreement or pursuant to the Escrow Agreement or (ii) any Controlled Entity or a Buyer Affiliate that is the successor in interest of such Controlled Entity. For purposes of this Section 6.8, a material effect shall be deemed to be an expense, charge, loss or adverse change in an amount in excess of the amount in the Escrow Fund as of the date of determination of such expense, charge, loss or adverse change. The Buyer shall have the right to file amended income tax returns for the Company or its Subsidiaries for any period, provided that the result of such amended return would not affect the liability of the Shareholders Stockholders (i) for Damages hereunder or for any other damages, costs, expenses or obligations of any nature or (ii) for income taxes or other Taxes for any of the Controlled Entities, in which event the Shareholder Stockholder Representative and the Buyer (or a Buyer Affiliate that is a successor in interest to the Company) or any of its Subsidiaries must consent in writing to and Shareholder Stockholder Representative shall jointly control with the Buyer (or its Affiliate successor in interest to the Company and its Subsidiaries) the filing of any such amended income tax return and all matters relating thereto. The Buyer (or a Buyer Affiliate that is a successor in interest to the Company) shall afford the Shareholder Representative a reasonable opportunity to review any proposed form of income Tax Return of the Company (such as a state income tax return) for any period that begins before and ends after the Closing Date and shall not file any such Tax Return without the prior written consent of the Shareholder Representative, which consent shall not be unreasonably withheld. The Shareholder Representative and the Buyer (or a Buyer Affiliate that is a successor in interest to the Company) shall jointly control any tax proceeding with respect to any such income tax return.

Post-Closing Tax Matters. Buyer acknowledges and agrees that the Shareholder Representative Sellers shall have the exclusive power and authority (i) at the expense of the Company, to cause the income tax returns for the last separate taxable year of the Company ending as a result of the consummation of the transactions contemplated by this Agreement Buyer's purchase and the immediate liquidation of the Surviving Corporation Company through merger to be prepared and filed in accordance with historic practices and procedures of the Company and applicable law (provided, however, the Shareholder Sellers' Representative shall follow the instructions of Buyer with respect to determining and reporting the treatment and effects of such liquidation through merger, which shall be solely the responsibility of the Buyer), (ii) to control the conduct of the Surviving Corporation Company in respect of any tax audit or examination and any administrative appeal or litigation relating thereto, to the extent it relates to any Taxes required with respect to be paid by which the Company for periods ending on or before Sellers have an obligation to indemnify the Closing Date Buyer if such Taxes are payable (the costs of any such audit or examination shall be borne by the Surviving Corporation Company until the issuance of a notice of deficiency, whereas the costs of any administrative appeal or litigation after the issuance of a notice of deficiency shall be borne by the Company ShareholdersSellers), (iii) subject to the provisions of this Section to determine whether and to what extent to amend any Tax return filed before the Closing Date or which is described in the immediately preceding clause (i), and (iv) whether and to what extent the Surviving Corporation Company shall extend or waive any statute of limitations for the assessment of any Tax required with respect to be paid by which the Company for periods ending on or before Sellers have an obligation to indemnify the Closing Date Buyer if such Tax is payable. Buyer shall have the right to participate in any such amendment, extension of limitation, tax audit, examination, appeal or litigation (collectively, a "tax -30- 36 proceeding") at Buyer's sole expense, and, notwithstanding the immediately preceding sentence, to jointly control with the Shareholder Representative Sellers any such tax proceeding if (i) the amount claimed by the taxing authority in a notice of deficiency would result in a liability to the Surviving Corporation Company or its Subsidiaries that exceeds the amount of Damages for which the Company Shareholders are liable Sellers would be obligated to indemnify Buyer pursuant to Article IX or (ii) the proposed tax proceeding would reasonably result in a material tax -34- 41 or expense to any Controlled Entity. In no event shall the Shareholder Representative Sellers settle any such tax proceeding without Buyer's consent if such settlement would materially adversely affect (i) the Surviving Corporation Company or any of its subsidiaries Subsidiaries (or a Buyer Affiliate that is a successor in interest to the Surviving Corporation Company or any of its subsidiariesSubsidiaries) with respect to any period after the Closing or result in any material liability on the part of the Surviving Corporation Company or such successor in interest for which is the Sellers are not required obligated to be paid by the Company Shareholders indemnify Buyer pursuant to Section 9.2 of this Agreement or pursuant to the Escrow Agreement Article IX or (ii) any Controlled Entity or a Buyer Affiliate that is the successor in interest of such Controlled Entity. For purposes of this Section 6.8, a material effect shall be deemed to be an expense, charge, loss or adverse change in an amount in excess of the amount in the Escrow Fund as of the date of determination of such expense, charge, loss or adverse change. The Buyer shall have the right to file amended income tax returns for the Company or its Subsidiaries for any period, provided that the result of such amended return would not affect the liability of the Shareholders Sellers (i) for Damages hereunder or for any other damages, costs, expenses or obligations of any nature or (ii) for income taxes or other Taxes for any of the Controlled Entities, in which event the Shareholder Representative Sellers and the Buyer (or a Buyer Affiliate that is a successor in interest to the Company) or any of its Subsidiaries must consent in writing to and Shareholder Representative Sellers shall jointly control with the Buyer (or its Affiliate successor in interest to the Company and its Subsidiaries) the filing of any such amended income tax return and all matters relating thereto. The Buyer (or a Buyer Affiliate that is a successor in interest to the Company) shall afford the Shareholder Sellers' Representative a reasonable opportunity to review any proposed form of income Tax Return of the Company (such as a state income tax return) for any period that begins before and ends after the Closing Date and shall not file any such Tax Return without the prior written consent of the Shareholder Sellers' Representative, which consent shall not be unreasonably withheld. The Shareholder Sellers' Representative and the Buyer (or a Buyer Affiliate that is a successor in interest to the Company) shall jointly control any tax proceeding with respect to any such income tax return.

Post-Closing Tax Matters. The following provisions shall govern the allocation of responsibility as between the Buyer acknowledges and the Shareholder for certain tax matters following the Closing Date: 5.4.1 The Shareholder shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for the years ended December 31, 2003 and 2004 and all periods ending on or prior to such dates that are filed after the Closing Date. The Buyer shall provide the Shareholder with all access reasonably required to the financial records of the Company to prepare such Tax Returns. The Shareholder shall permit the Buyer to review and approve of each such Tax Return described in the preceding sentence prior to filing, which approval shall not be unreasonably withheld or delayed. The Shareholder confirms that the amounts specified in Schedule 5.3 have prior to the date of this Agreement been distributed by the Company to the Shareholder to fund the Shareholder's Subchapter S Tax Liabilities with respect to the income realized by the Company in 2003 and 2004. The Shareholder agrees that any further distributions that are made to him by the Company from the date of this Agreement to the Closing will be limited to the amounts that the Shareholder Representative shall have estimates will be necessary, when added to the exclusive power amounts described in Schedule 5.3, to fully fund the Shareholder's Subchapter S Tax Liabilities for all of the taxable income realized by the Company for the full year ended December 31, 2003 and authority for the period from January 1, 2004 through and including the Closing Date. If, based upon the Tax Returns prepared for the Company by the Shareholder and approved by the Buyer for the years 2003 and 2004, the amounts payable by the Shareholder as Subchapter S Tax Liabilities for the years 2003 and 2004 are more or less than the sum of all distributions made by the Company to the Shareholder to fund such Subchapter S Liabilities, then (i) at if the expense amounts distributed exceed such Subchapter S Liabilities, then the Shareholder shall 1. The amount payable under this Section shall be in addition to all other amounts payable by the Buyer under this Agreement. Except as expressly provided in this Section, the Shareholder shall be solely responsible for the payment of Taxes due under such Tax Returns (whether or not shown in those Tax Returns) and shall indemnify and hold the Company and the Buyer harmless from any liability for any income Taxes payable with respect to the income realized by the Company prior to the Closing Date. The Shareholder shall be responsible for the payment of 2004 Taxes only on the Company income earned and computed up to the Closing Date. 5.4.2 The Buyer shall cause the Company to prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending after the Closing Date. 5.4.3 If requested by the Buyer by written notice delivered within 180 days following the Closing Date, the Buyer, the Company and, if required, the Shareholder shall sign and file Form 8023 providing for an election under Section 338(h)(10) of the Company, Code with respect to cause the income tax returns for the last separate taxable year of the Company ending as a result of the consummation of the transactions contemplated by this Agreement and the immediate liquidation Shareholder shall cooperate in good faith with Buyer in making that election. As a condition to the agreement and cooperation of the Surviving Corporation through merger Shareholder in making the election under Section 338(h)(10), Buyer agrees to promptly reimburse Shareholder for all additional federal and state income tax incurred by Shareholder (or the Company prior to the Closing Date) as a result of making that election. The Shareholder shall cause the Shareholder's Accountant, as soon as reasonably possible after the Shareholder receives the written request from the Buyer regarding an election under 338(h)(10), to prepare and to provide to the Buyer a written determination of all such additional taxes and such amount shall be prepared and filed payable by the Buyer to the Shareholder not later than twenty (20) days before such taxes will be payable by the Shareholder. Any dispute regarding the computation of the taxes payable by the Shareholder as a result of the election under Section 338(h)(10) shall resolved in accordance with historic practices and procedures of the manner described in Section 10. 1. The amount payable under this Section shall be in addition to all other amounts payable by the Buyer under this Agreement. 5.4.4 Buyer, the Company and applicable law (provided, however, the Shareholder Representative shall follow the instructions of Buyer with respect to determining cooperate fully, as and reporting the treatment and effects of such liquidation through merger, which shall be solely the responsibility of the Buyer), (ii) to control the conduct of the Surviving Corporation in respect of any tax audit or examination and any administrative appeal or litigation relating thereto, to the extent it relates to any Taxes required to be paid reasonably requested by the Company for periods ending on or before the Closing Date if such Taxes are payable (the costs of any such audit or examination shall be borne by the Surviving Corporation until the issuance of a notice of deficiency, whereas the costs of any administrative appeal or litigation after the issuance of a notice of deficiency shall be borne by the Company Shareholders), (iii) subject to the provisions of this Section to determine whether and to what extent to amend any Tax return filed before the Closing Date or which is described in the immediately preceding clause (i), and (iv) whether and to what extent the Surviving Corporation shall extend or waive any statute of limitations for the assessment of any Tax required to be paid by the Company for periods ending on or before the Closing Date if such Tax is payable. Buyer shall have the right to participate in any such amendment, extension of limitation, tax audit, examination, appeal or litigation (collectively, a "tax proceeding") at Buyer's sole expense, and, notwithstanding the immediately preceding sentence, to jointly control with the Shareholder Representative any such tax proceeding if (i) the amount claimed by the taxing authority in a notice of deficiency would result in a liability to the Surviving Corporation or its Subsidiaries that exceeds the amount of Damages for which the Company Shareholders are liable pursuant to Article IX or (ii) the proposed tax proceeding would reasonably result in a material tax -34- 41 or expense to any Controlled Entity. In no event shall the Shareholder Representative settle any such tax proceeding without Buyer's consent if such settlement would materially adversely affect the Surviving Corporation or any of its subsidiaries (or a Buyer Affiliate that is a successor in interest to the Surviving Corporation or any of its subsidiaries) with respect to any period after the Closing or result in any material liability on the part of the Surviving Corporation or such successor in interest which is not required to be paid by the Company Shareholders pursuant to Section 9.2 of this Agreement or pursuant to the Escrow Agreement or (ii) any Controlled Entity or a Buyer Affiliate that is the successor in interest of such Controlled Entity. For purposes of this Section 6.8, a material effect shall be deemed to be an expense, charge, loss or adverse change in an amount in excess of the amount in the Escrow Fund as of the date of determination of such expense, charge, loss or adverse change. The Buyer shall have the right to file amended income tax returns for the Company or its Subsidiaries for any period, provided that the result of such amended return would not affect the liability of the Shareholders (i) for Damages hereunder or for any other damages, costs, expenses or obligations of any nature or (ii) for income taxes or other Taxes for any of the Controlled Entitiesparty, in which event the Shareholder Representative and the Buyer (or a Buyer Affiliate that is a successor in interest to the Company) or any of its Subsidiaries must consent in writing to and Shareholder Representative shall jointly control connection with the Buyer (or its Affiliate successor in interest to the Company and its Subsidiaries) the filing of Tax Returns pursuant to this Section and any such amended income tax return and all matters relating thereto. The Buyer (audit, litigation or a Buyer Affiliate that is a successor in interest to the Company) shall afford the Shareholder Representative a reasonable opportunity to review any proposed form of income Tax Return of the Company (such as a state income tax return) for any period that begins before and ends after the Closing Date and shall not file any such Tax Return without the prior written consent of the Shareholder Representative, which consent shall not be unreasonably withheld. The Shareholder Representative and the Buyer (or a Buyer Affiliate that is a successor in interest to the Company) shall jointly control any tax other proceeding with respect to Taxes, with the Shareholder having the right and responsibility to conduct and resolve (and to indemnify the Buyer and the Company from any such income tax returnliability with respect to) the audit of any returns filed pursuant to Section 5.4.1 and with the Buyer having the right and responsibility to conduct and resolve (and to indemnify the Shareholder from any liability with respect to) the audit of any returns filed pursuant to Section 5.4.

Post-Closing Tax Matters. Seller shall use commercially reasonable efforts to provide Buyer acknowledges and agrees that its agents the Shareholder Representative shall have adequate payroll tax records required by federal and state agencies necessary for Buyer to optimize federal and state payroll tax law relating to successor-in-interest transactions, including this Transaction. For the exclusive power and authority (i) at the expense avoidance of the Companydoubt, to cause the income tax returns for the last separate taxable year of the Company ending as a result of the consummation of the transactions contemplated by this Agreement and the immediate liquidation of the Surviving Corporation through merger to be prepared and filed in accordance with historic practices and procedures of the Company and applicable law (provided, however, the Shareholder Representative shall follow the instructions of Buyer with respect to determining and reporting the treatment and effects of such liquidation through merger, which shall be solely the responsibility of the Buyer), (ii) to control the conduct of the Surviving Corporation in respect of any tax audit or examination and any administrative appeal or litigation relating thereto, to the extent it relates to any Taxes required to be paid by the Company for periods ending on or before the Closing Date if such Taxes are payable (the costs of any such audit or examination shall be borne by the Surviving Corporation until the issuance of a notice of deficiency, whereas the costs of any administrative appeal or litigation after the issuance of a notice of deficiency shall be borne by the Company Shareholders), (iii) subject to notwithstanding the provisions of this Section to determine whether and to what extent to amend any Tax return filed before the Closing Date or which is described in the immediately preceding clause (i), and (iv) whether and to what extent the Surviving Corporation shall extend or waive any statute of limitations for the assessment of any Tax required to be paid by the Company for periods ending on or before the Closing Date if such Tax is payable. Buyer shall have the right to participate in any such amendment, extension of limitation, tax audit, examination, appeal or litigation (collectively, a "tax proceeding") at Buyer's sole expense, and, notwithstanding the immediately preceding sentence, to jointly control with the Shareholder Representative any such tax proceeding if (i) the amount claimed by the taxing authority in a notice of deficiency would result in a liability to the Surviving Corporation or its Subsidiaries that exceeds the amount of Damages for which the Company Shareholders are liable pursuant to Article IX or (ii) the proposed tax proceeding would reasonably result in a material tax -34- 41 or expense to any Controlled Entity. In no event shall the Shareholder Representative settle any such tax proceeding without Buyer's consent if such settlement would materially adversely affect the Surviving Corporation or any of its subsidiaries (or a Buyer Affiliate that is a successor in interest to the Surviving Corporation or any of its subsidiaries) with respect to any period after the Closing or result in any material liability on the part of the Surviving Corporation or such successor in interest which is not required to be paid by the Company Shareholders pursuant to Section 9.2 of this Agreement or pursuant to the Escrow Agreement or (ii) any Controlled Entity or a Buyer Affiliate that is the successor in interest of such Controlled Entity. For purposes of this Section 6.8, a material effect shall be deemed to be an expense, charge, loss or adverse change in an amount in excess of the amount in the Escrow Fund as of the date of determination of such expense, charge, loss or adverse change. The Buyer shall have the right to file amended income tax returns for the Company or its Subsidiaries for any period, provided that the result of such amended return would not affect the liability of the Shareholders (i) for Damages hereunder or for any other damages, costs, expenses or obligations of any nature or (ii) for income taxes or other Taxes for any of the Controlled Entities, in which event the Shareholder Representative and the Buyer (or a Buyer Affiliate that is a successor in interest to the Company6.3(e) or any other provision of its Subsidiaries must consent in writing to and Shareholder Representative shall jointly control with the Buyer (or its Affiliate successor in interest to the Company and its Subsidiaries) the filing of any such amended income tax return and all matters relating thereto. The Buyer (or a Buyer Affiliate that is a successor in interest to the Company) shall afford the Shareholder Representative a reasonable opportunity to review any proposed form of income Tax Return of the Company (such as a state income tax return) for any period that begins before and ends after the Closing Date and shall not file any such Tax Return this Agreement, without the prior written consent of the Shareholder RepresentativeSeller, which consent Buyer shall not be unreasonably withheld. The Shareholder Representative and the Buyer (or a Buyer Affiliate that is a successor in interest to the Company) shall jointly control any tax proceeding not, with respect to the Business or the Purchased Assets, take any action or make any election if such income action or election would have the effect of increasing (directly or indirectly) the amount of the Seller’s payroll tax returnliabilities greater than such amounts Seller would be otherwise obligated to pay absent the actions taken by Seller in this Section 6.3(e). Such records shall include, but not be limited to, the following : (i) Seller will provide to Buyer an executed release form granting permission to Buyer and its agents to obtain quarterly payroll data from all states from which the Business was conducted by Seller; (ii) when required by state taxing agencies, Seller will provide signed (or notarized signatures) necessary to grant permission for Buyer to file for transfers of experience of payroll tax accounts in states which require a signed release by the predecessor Seller; (iii) Seller will provide Buyer and its agents with most recent Annual 940 Report, complete with Part I and Part II (computation of tentative credits), and most recent years’ “tax rate notices” received from individual state agencies; (iv) Seller will provide copies of all Seller’s quarterly wage detail reports filed with individual state agencies in the calendar year through the Closing Date; and (v) if Seller utilized an outside payroll tax administrator, then Seller grants Buyer permission to have access to relevant successor-in-interest reports from the payroll vendor, such as state tax rate notices, state quarterly contribution reports, W2s and federal recap reports such as 940 and 941. Seller will provide Buyer with a contact person at the payroll vendor.

Post-Closing Tax Matters. The following provisions shall govern the allocation of responsibility as between the Buyer acknowledges and agrees the Shareholders for certain tax matters following the Closing Date: 6.4.1 The Shareholders shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for the year ended December 31, 2003 and all periods ending on or prior to that date that are filed after the Closing Date. The Buyer shall provide the Shareholders with all access reasonably required to the financial records of the Company to prepare such Tax Returns. The Shareholders shall permit the Buyer to review and approve of each such Tax Return described in the preceding sentence prior to filing, which approval shall not be unreasonably withheld or delayed. The Shareholders confirm that the Shareholder Representative shall amounts specified in Schedule 6.4.1 have prior to the exclusive power date of this Agreement been distributed by the Company to the Shareholders to fund the Shareholders' Subchapter S Tax Liabilities with respect to the income realized by the Company in 2003. The Shareholders agree that any further distributions that are made to them by the Company from the date of this Agreement to the Closing will be limited to the amounts which the Shareholders estimate will be necessary, when added to the amounts described in Schedule 6.4.1, to fully fund the Shareholders' Subchapter S Tax Liabilities for all of the taxable income realized by the Company for the full year ended December 31, 2003. If, based upon the Tax Returns prepared for the Company by the Shareholders and authority approved by the Buyer for the year 2003, the amount payable by the Shareholders as Subchapter S Tax Liabilities for the year 2003 is more or less than the sum of all distributions made by the Company to the Shareholders to fund such Subchapter S Liabilities, then (i) at if the expense amounts distributed exceed such Subchapter S Liabilities, then the Shareholders shall immediately refund such excess to the Company and (ii) if the amounts distributed are less than such Subchapter S Liabilities, then the Company shall immediately make a distribution of such deficiency to the CompanyShareholders. In either instance, the amount paid by or to cause the income tax returns for Shareholders shall be recorded as a correcting adjustment to the last separate taxable year amounts distributed by the Company to the Shareholders retroactively effective as of December 31, 2003, while they continued to be the holders of the Company ending as a result Common Stock. Any dispute regarding the computation of the consummation Subchapter S Tax Liabilities of the Shareholders shall be resolved in the manner described in Section 11.1. The amount payable under this Section shall be in addition to all other amounts payable by the Buyer under this Agreement. Except as expressly provided in this Section, the Shareholders shall be solely responsible for the payment of Taxes due under such Tax Returns (whether or not shown in those Tax Returns) and shall indemnify and hold the Company and the Buyers harmless from any liability for any income Taxes payable with respect to the income realized by the Company prior to the Closing Date. 6.4.2 The Buyer shall cause the Company to prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending after the Closing Date. 6.4.3 If requested by the Buyer by written notice delivered within 180 days following the Closing Date, the Buyer, the Company and, if required, the Shareholders shall sign and file Form 8023 providing for an election under Section 338(h)(10) of the Code with respect to the transactions contemplated by this Agreement and the immediate liquidation of the Surviving Corporation through merger to be prepared and filed Shareholders shall cooperate in accordance good faith with historic practices and procedures of the Company and applicable law (provided, however, the Shareholder Representative shall follow the instructions of Buyer with respect to determining and reporting the treatment and effects of such liquidation through merger, which shall be solely the responsibility of the Buyer), (ii) to control the conduct of the Surviving Corporation in respect of any tax audit or examination and any administrative appeal or litigation relating thereto, making that election. As a condition to the extent it relates to any Taxes required to be paid by the Company for periods ending on or before the Closing Date if such Taxes are payable (the costs of any such audit or examination shall be borne by the Surviving Corporation until the issuance of a notice of deficiency, whereas the costs of any administrative appeal or litigation after the issuance of a notice of deficiency shall be borne by the Company Shareholders), (iii) subject to the provisions of this Section to determine whether agreement and to what extent to amend any Tax return filed before the Closing Date or which is described in the immediately preceding clause (i), and (iv) whether and to what extent the Surviving Corporation shall extend or waive any statute of limitations for the assessment of any Tax required to be paid by the Company for periods ending on or before the Closing Date if such Tax is payable. Buyer shall have the right to participate in any such amendment, extension of limitation, tax audit, examination, appeal or litigation (collectively, a "tax proceeding") at Buyer's sole expense, and, notwithstanding the immediately preceding sentence, to jointly control with the Shareholder Representative any such tax proceeding if (i) the amount claimed by the taxing authority in a notice of deficiency would result in a liability to the Surviving Corporation or its Subsidiaries that exceeds the amount of Damages for which the Company Shareholders are liable pursuant to Article IX or (ii) the proposed tax proceeding would reasonably result in a material tax -34- 41 or expense to any Controlled Entity. In no event shall the Shareholder Representative settle any such tax proceeding without Buyer's consent if such settlement would materially adversely affect the Surviving Corporation or any of its subsidiaries (or a Buyer Affiliate that is a successor in interest to the Surviving Corporation or any of its subsidiaries) with respect to any period after the Closing or result in any material liability on the part of the Surviving Corporation or such successor in interest which is not required to be paid by the Company Shareholders pursuant to Section 9.2 of this Agreement or pursuant to the Escrow Agreement or (ii) any Controlled Entity or a Buyer Affiliate that is the successor in interest of such Controlled Entity. For purposes of this Section 6.8, a material effect shall be deemed to be an expense, charge, loss or adverse change in an amount in excess of the amount in the Escrow Fund as of the date of determination of such expense, charge, loss or adverse change. The Buyer shall have the right to file amended income tax returns for the Company or its Subsidiaries for any period, provided that the result of such amended return would not affect the liability cooperation of the Shareholders (i) in making the election under Section 338(h)(10), Buyer agrees to reimburse Shareholders for Damages hereunder or for any other damages, costs, expenses or obligations of any nature or (ii) for income taxes or other Taxes for any of the Controlled Entities, in which event the Shareholder Representative all additional federal and the Buyer (or a Buyer Affiliate that is a successor in interest to the Company) or any of its Subsidiaries must consent in writing to and Shareholder Representative shall jointly control with the Buyer (or its Affiliate successor in interest to the Company and its Subsidiaries) the filing of any such amended income tax return and all matters relating thereto. The Buyer (or a Buyer Affiliate that is a successor in interest to the Company) shall afford the Shareholder Representative a reasonable opportunity to review any proposed form of income Tax Return of the Company (such as a state income tax returnincurred by Shareholders (or the Company prior to the Closing Date) for any period as a result of making that begins before and ends election. The Shareholders shall cause the Shareholders' Accountant, as soon as reasonably possible after the Closing Date Shareholders receive the written request from the Buyer regarding an election under 338(h)(10), to prepare and to provide to the Buyer a written determination of all such additional taxes and such amount shall be payable by the Buyer to the Shareholders not file any later than twenty (20) days before such Tax Return without taxes will be payable by the prior written consent Shareholders. Any dispute regarding the computation of the Shareholder Representative, which consent taxes payable by the Shareholders as a result of the election under Section 338(h)(10) shall not be unreasonably withheldre resolved in the manner described in Section 11.1. The Shareholder Representative and amount payable under this Section shall be in addition to all other amounts payable by the Buyer (or a Buyer Affiliate that is a successor in interest to the Company) shall jointly control any tax proceeding with respect to any such income tax returnunder this Agreement.

Post-Closing Tax Matters. Buyer acknowledges and agrees (a) The Parties hereby agree that the Shareholder Representative shall have the exclusive power accounting records and authority (i) at the expense of the Company, to cause the income tax returns for the last separate taxable year of the Company ending as a result of the consummation of the transactions contemplated by this Agreement and the immediate liquidation of the Surviving Corporation through merger to be prepared and filed in accordance with historic practices and procedures books of the Company and applicable law First Extended Service Corporation (provided"FESC") will be closed on the Closing Date and agree that the pro rata allocation method provided in Section 1362(e)(2) of the Code will not apply. The parties hereto agree that the accounting firm that prepared the Company's 2000 S corporation tax return will prepare the Company's and FESC's final S corporation tax return and such return will, howeverexcept as required by law, be prepared in a manner consistent with the Shareholder Representative Company's 2000 S corporation tax return. Buyer agrees that it will make the books and records of the Company and FESC available to Sellers and their Representatives, upon reasonable notice and at reasonable times, at the Sellers' cost and expense, it being understood that Sellers shall follow be entitled to make copies of any such books and records as shall be reasonably necessary. In the instructions event the Internal Revenue Service or any other taxing authority initiates an examination of Buyer the Company or FESC with respect to determining and reporting the treatment and effects a taxable period that could impact any Seller's Tax liability for any year, Buyer shall promptly notify Sellers of such liquidation through mergerexamination, which and Sellers shall be solely have the responsibility of the Buyer), (ii) right to control the conduct defense of the Surviving Corporation Company and FESC in respect of responding to any tax audit proposed adjustments that would impact any Seller. Buyer will not file any amended return, carryback claim, or examination and any administrative appeal or litigation other adjustment request relating thereto, to the extent it relates to Company or FESC for any Taxes required to be paid by the Company for periods ending Tax period that includes or ends on or before the Closing Date Date. (b) Promptly upon completion of the Company's final S corporation tax return, Buyer shall pay in cash to each Seller an amount equal to the product of (i) such Seller's Seller Common Ratio as of the Closing, times (ii) the difference, if such Taxes are payable any, between (A) 40% of the costs Subchapter S taxable income of any such audit or examination shall be borne by the Surviving Corporation until the issuance of a notice of deficiency, whereas the costs of any administrative appeal or litigation after the issuance of a notice of deficiency shall be borne by the Company Shareholders)and FESC for the period January 1, (iii) subject to the provisions of this Section to determine whether and to what extent to amend any Tax return filed before 2001 through the Closing Date or which is described in the immediately preceding clause (i)Date, as shown on such return, and (ivB) whether and to what extent the Surviving Corporation shall extend or waive any statute aggregate amount of limitations for the assessment of any Tax required to be dividends paid by the Company for periods ending on or before the Closing Date if such Tax is payable. Buyer shall have the right to participate in any such amendment, extension of limitation, tax audit, examination, appeal or litigation (collectively, a "tax proceeding") at Buyer's sole expense, and, notwithstanding the immediately preceding sentence, to jointly control with the Shareholder Representative any such tax proceeding if (i) the amount claimed by the taxing authority in a notice of deficiency would result in a liability to the Surviving Corporation or its Subsidiaries that exceeds the amount of Damages for which the Company Shareholders are liable pursuant to Article IX or (ii) the proposed tax proceeding would reasonably result in a material tax -34- 41 or expense to any Controlled Entity. In no event shall the Shareholder Representative settle any such tax proceeding without Buyer's consent if such settlement would materially adversely affect the Surviving Corporation or any of its subsidiaries (or a Buyer Affiliate that is a successor in interest to the Surviving Corporation or any of its subsidiaries) with respect to any period after the Closing or result in any material liability on the part of the Surviving Corporation or such successor in interest which is not required to be paid by the Company Shareholders pursuant to Section 9.2 of this Agreement or pursuant to the Escrow Agreement or (ii6.3(j) any Controlled Entity or a Buyer Affiliate that is the successor in interest of such Controlled Entity. For purposes of this Section 6.8, a material effect shall be deemed to be an expense, charge, loss or adverse change in an amount in excess of the amount in the Escrow Fund as of the date of determination of such expense, charge, loss or adverse change. The Buyer shall have the right to file amended income tax returns for the Company or its Subsidiaries for any period, provided that the result of such amended return would not affect the liability of the Shareholders (i) for Damages hereunder or for any other damages, costs, expenses or obligations of any nature or (ii) for income taxes or other Taxes for any of the Controlled Entities, in which event the Shareholder Representative and the Buyer (or a Buyer Affiliate that is a successor in interest to the Company) or any of its Subsidiaries must consent in writing to and Shareholder Representative shall jointly control with the Buyer (or its Affiliate successor in interest to the Company and its Subsidiaries) the filing of any such amended income tax return and all matters relating thereto. The Buyer (or a Buyer Affiliate that is a successor in interest to the Company) shall afford the Shareholder Representative a reasonable opportunity to review any proposed form of income Tax Return of the Company (such as a state income tax return) for any period that begins before and ends after the Closing Date and shall not file any such Tax Return without the prior written consent of the Shareholder Representative, which consent shall not be unreasonably withheld. The Shareholder Representative and the Buyer (or a Buyer Affiliate that is a successor in interest to the Company) shall jointly control any tax proceeding with respect to any such income tax returnhereof.

Post-Closing Tax Matters. Buyer acknowledges and agrees that the Shareholder Representative Sellers shall have the exclusive power and authority (i) at the expense of the Company, to cause the income tax returns for the last separate taxable year of the Company ending as a result of the consummation of the transactions contemplated by this Agreement Buyer's purchase and the immediate liquidation of the Surviving Corporation Company through merger to be prepared and filed in accordance with historic practices and procedures of the Company and applicable law (provided, however, the Shareholder Sellers' Representative shall follow the instructions of Buyer with respect to determining and reporting the treatment and effects of such liquidation through merger, which shall be solely the responsibility of the Buyer), (ii) to control the conduct of the Surviving Corporation Company in respect of any tax audit or examination and any administrative appeal or litigation relating thereto, to the extent it relates to any Taxes required with respect to be paid by which the Company for periods ending on or before Sellers have an obligation to indemnify the Closing Date Buyer if such Taxes are payable (the costs of any such audit or examination shall be borne by the Surviving Corporation Company until the issuance of a notice of deficiency, whereas the costs of any administrative appeal or litigation after the issuance of a notice of deficiency shall be borne by the Company ShareholdersSellers), (iii) subject to the provisions of this Section to determine whether and to what extent to amend any Tax return filed before the Closing Date or which is described in the immediately preceding clause (i), and (iv) whether and to what extent the Surviving Corporation Company shall extend or waive any statute of limitations for the assessment of any Tax required with respect to be paid by which the Company for periods ending on or before Sellers have an obligation to indemnify the Closing Date Buyer if such Tax is payable. Buyer shall have the right to participate in any such amendment, extension of limitation, tax audit, examination, appeal or litigation (collectively, a "tax proceeding") at Buyer's sole expense, and, notwithstanding the immediately preceding sentence, to jointly control with the Shareholder Representative Sellers any such tax proceeding if (i) the amount claimed by the taxing authority in a notice of deficiency would result in a liability to the Surviving Corporation Company or its Subsidiaries that exceeds the amount of Damages for which the Company Shareholders are liable Sellers would be obligated to indemnify Buyer pursuant to Article IX or (ii) the proposed tax proceeding would reasonably result in a material tax -34- 41 or expense to any Controlled Entity. In no event shall the Shareholder Representative Sellers settle any such tax proceeding without Buyer's consent if such settlement would materially adversely affect (i) the Surviving Corporation Company or any of its subsidiaries Subsidiaries (or a Buyer Affiliate that is a successor in interest to the Surviving Corporation Company or any of its subsidiariesSubsidiaries) with respect to any period after the Closing or result in any material liability on the part of the Surviving Corporation Company or such successor in interest for which is the Sellers are not required obligated to be paid by the Company Shareholders indemnify Buyer pursuant to Section 9.2 of this Agreement or pursuant to the Escrow Agreement Article IX or (ii) any Controlled Entity or a Buyer Affiliate that is the successor in interest of such Controlled Entity. For purposes of this Section 6.8, a material effect shall be deemed to be an expense, charge, loss or adverse change in an amount in excess of the amount in the Escrow Fund as of the date of determination of such expense, charge, loss or adverse change. The Buyer shall have the right to file amended income tax returns for the Company or its Subsidiaries for any period, provided that the result of such amended return would not affect the liability of the Shareholders Sellers (i) for Damages hereunder or for any other damages, costs, expenses or obligations of any nature or (ii) for income taxes or other Taxes for any of the Controlled Entities, in which event the Shareholder Representative Sellers and the Buyer (or a Buyer Affiliate that is a successor in interest to the Company) or any of its Subsidiaries must consent in writing to and Shareholder Representative Sellers shall jointly control with the Buyer (or its Affiliate successor in interest to the Company and its Subsidiaries) the filing of any such amended income tax return and all matters relating thereto. The Buyer (or a Buyer Affiliate that is a successor in interest to the Company) shall afford the Shareholder Sellers' Representative a reasonable opportunity to review any proposed form of income Tax Return of the Company (such as a state income tax return) for any period that begins before and ends after the Closing Date and shall not file any such Tax Return without the prior written consent of the Shareholder Sellers' Representative, which consent shall not be unreasonably withheld. The Shareholder Sellers' Representative and the Buyer (or a Buyer Affiliate that is a successor in interest to the Company) shall jointly control any tax proceeding with respect to any such income tax return.