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that the Facilities are assessed by the California State Board of Equalization as of <br />January 1 of each year, and, if the Closing Date occurs between January 1 and <br />June 30, SCE must pay personal property taxes arising out of the ownership of the <br />Facilities for the subsequent fiscal year. If the Closing Date occurs between <br />January 1 and June 30, Buyer will deposit with SCE the full amount to pay personal <br />property taxes for the tax year beginning on July 1, in addition to the prorated <br />amount of personal property taxes for the current tax year (ending June 30), and <br />SCE will pay the personal property taxes for these tax years before they become <br />delinquent; provided however, SCE may pay such taxes in installments as <br />permitted by law. If the personal property tax amounts owing for the tax year <br />beginning on July 1 are not available as of the Closing Date; then the amount due <br />from Buyer to SCE for such tax year will be estimatedon the basis of the prior <br />year's personal property taxes and such amount will be subject to adjustment after <br />the Closing Date. If the Closing Date occurs between July 1 and December 31, <br />Buyer will deposit with SCE the prorated amount of personal property taxes for the <br />tax year in which the Closing Date occurs and,SCE will pay the personal property <br />taxes for such tax year before they become' delinquent; provided however, SCE <br />may pay such taxes in installments as permitted by law. <br />(c) SCE will be entitled to any refunds or credits of Taxes relating to the <br />Facilities that are allocable to the period prior to the Closing Date. Buyer will <br />promptly notify and forward to SCE the amounts of any such refunds or credits to <br />SCE within five (5) Business Days after receipt: thereof, Buyer will be entitled to <br />any refund or credit of Taxes relating to the Facilities that are allocable to the period <br />on and after the Closing Date. SCE agrees to reasonably cooperate with Buyer's <br />efforts to obtain such refund or credit. <br />(d) After the Closing Date, Buyerwillnotify SCE in writing, within five (5) <br />Business Days after Buyer's receipt of any correspondence, notice or other <br />communication from a taxing authority or any representative thereof, of any <br />pending or threatened tax audit, or any pending or threatened judicial or <br />administrative proceeding that involves Taxes relating to the Facilitates for the <br />period prior to the Closing Date, and furnish SCE with copies of all correspondence <br />received from any taxing authority in connection with any audit or information <br />request with respect to any such Taxes relating to the Facilities for the period prior <br />to the Closing Date. <br />(e) Notwithstanding any provision of this Agreement to the contrary, with <br />respect to any claim for refund, audit, examination, notice of deficiency or <br />assessment or any judicial or administrative proceeding that involves Taxes <br />relating to the Facilities for the period either entirely prior to the Closing Date or <br />both prior to and after the Closing Date (collectively, "Tax Claim"), the Parties will <br />reasonably cooperate with each other in contesting any Tax Claim, including <br />making available original books, records, documents and information for <br />inspection, copying and, if necessary, introduction as evidence to any such Tax <br />Claim contest and making employees available on a mutually convenient basis to <br />Page 6 of 24 <br />55A-18 <br />