CompUSA 2014 Annual Report Download - page 169

(e) Cooperation on Tax Matters.
The Buyer and the Seller agree to fully cooperate with each other and to furnish or
cause to be furnished to each other, and each at their own expense, as promptly as practicable, such information (including access to books and
records) and assistance, including making employees, agents, auditors and representatives available on a mutually convenient basis to provide
additional information and explanations of any material provided, relating to any Company as is reasonably necessary for the preparation or
filing of any Tax Return (including any amended Tax Return) or election in respect thereof, for the preparation for any audit, and for the
prosecution or defense of any claim, suit or proceeding relating to any adjustment or proposed adjustment with respect to Taxes. The Buyer and
the Seller agree to retain, or cause to be retained, all books and records with respect to Tax matters pertinent to the Companies relating to any
Tax period beginning on or prior to the Closing Date until the expiration of the statute of limitations for assessment of the applicable Taxes (and,
to the extent notified by the Buyer or the Seller, any extension thereof). The Buyer and the Seller further agree, upon request, to use their
reasonable efforts to obtain any certificate or other document from any Taxing 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).
(f) Tax Refunds and Credits; Tax Benefits.
All refunds of Taxes or credits in lieu of refunds of Taxes (including
interest thereon) attributable to Pre-Closing Tax Periods (including the pre-
Closing portion of any Straddle Period) shall be for the account of the
Seller, except to the extent such refunds or credits: (i) were included in Final Closing Date Balance Sheet, (ii) are attributable to an audit
adjustment to the extent that the Buyer, the Companies or an Affiliate is caused to suffer a corresponding increase in Tax as a result of such
adjustment, or (iii) are attributable to the carryback of a loss, credit or other Tax attribute from a Taxable period (including the portion of any
Straddle Period) that ends after the Closing Date. Any such amounts shall be paid by the Buyer to the Seller within five (5) business days of
receipt or crediting.
(g) Transfer Taxes.
All sales, use, transfer, documentary, stamp or other similar Taxes payable as a result of the
consummation of the transactions contemplated hereby shall be split equally between the Parties.
(h) Payments Related to Taxes.
Any payments with respect to Taxes made by the Seller to the Buyer, or made by the
Buyer to the Seller, pursuant to this Agreement shall be treated as an adjustment to the consideration paid and received for the Purchased Equity
and Mexican Purchased Equity.
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