(B)
RETENTION OF BOOKS AND RECORDS.
PARENT, EACH POST DISTRIBUTION
MEMBER, AND SUBSIDIARY SHALL RETAIN OR CAUSE TO BE RETAINED ALL TAX RETURNS
REQUIRED TO BE PREPARED WITH RESPECT TO EACH PRE-DISTRIBUTION TAXABLE PERIOD AND
EACH STRADDLE PERIOD; AND ALL BOOKS, RECORDS, SCHEDULES, WORK PAPERS, AND OTHER
DOCUMENTS RELATING THERETO, UNTIL THE EXPIRATION OF THE LATER OF (I) ALL
APPLICABLE STATUTES OF LIMITATIONS (INCLUDING ANY WAIVERS OR EXTENSIONS
THEREOF), AND (II) ANY RETENTION PERIOD REQUIRED BY LAW OR PURSUANT TO ANY
RECORD RETENTION AGREEMENT.
THE PARTIES HERETO SHALL NOTIFY EACH OTHER IN
WRITING OF ANY WAIVERS, EXTENSIONS OR EXPIRATIONS OF APPLICABLE STATUTES OF
LIMITATIONS.
THE PARTIES HERETO SHALL PROVIDE AT LEAST THIRTY (30) DAYS PRIOR
WRITTEN NOTICE OF ANY INTENDED DESTRUCTION OF THE DOCUMENTS REFERRED TO IN THIS
SUBSECTION (C).
A PARTY GIVING SUCH A NOTIFICATION SHALL NOT DISPOSE OF ANY OF
THE FOREGOING MATERIALS WITHOUT FIRST OBTAINING THE WRITTEN APPROVAL (WHICH MAY
NOT BE UNREASONABLY WITHHELD) OF THE NOTIFIED PARTY.
(C)
STATUS AND OTHER INFORMATION REGARDING AUDITS AND LITIGATION.
PARENT (OR SUBSIDIARY, AS THE CASE MAY BE) SHALL USE REASONABLE BEST EFFORTS TO
KEEP SUBSIDIARY (OR PARENT) ADVISED, AS TO THE STATUS OF TAX AUDITS AND
LITIGATION INVOLVING ANY ISSUE RELATING TO ANY TAXES, TAX RETURNS OR TAX
BENEFITS SUBJECT TO INDEMNIFICATION UNDER THIS AGREEMENT.
TO THE EXTENT
RELATING TO ANY SUCH ISSUE, PARENT (OR SUBSIDIARY) SHALL PROMPTLY FURNISH
SUBSIDIARY (OR PARENT) WITH COPIES OF ANY INQUIRIES OR REQUESTS FOR INFORMATION
FROM ANY TAX AUTHORITY OR ANY OTHER ADMINISTRATIVE, JUDICIAL OR OTHER
GOVERNMENTAL ENTITY, AS WELL AS COPIES OF ANY REVENUE AGENT'S REPORT OR SIMILAR
REPORT, NOTICE OF PROPOSED ADJUSTMENT OR NOTICE OF DEFICIENCY.
(D)
CONFIDENTIALITY OF DOCUMENTS AND INFORMATION.
EXCEPT AS REQUIRED
BY LAW OR WITH THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, ALL TAX RETURNS,
DOCUMENTS, SCHEDULES, WORK PAPERS AND SIMILAR ITEMS AND ALL INFORMATION
CONTAINED THEREIN, WHICH TAX RETURNS AND OTHER MATERIALS ARE WITHIN THE SCOPE OF
THIS AGREEMENT SHALL BE KEPT CONFIDENTIAL BY THE PARTIES HERETO AND THEIR
REPRESENTATIVES, SHALL NOT BE DISCLOSED TO ANY OTHER PERSON AND SHALL BE USED
ONLY FOR THE PURPOSES PROVIDED HEREIN.
10.15
Contests and Audits.
(A)
NOTIFICATION OF AUDITS OR DISPUTES.
UPON THE RECEIPT BY PARENT OR
ANY POST-DISTRIBUTION PARENT MEMBER (OR SUBSIDIARY OR ANY SUBSIDIARY MEMBER, AS
THE CASE MAY BE)
42
OF NOTICE OF ANY PENDING OR THREATENED TAX AUDIT, CONTEST OR ASSESSMENT THAT
COULD REASONABLY BE EXPECTED TO AFFECT ANY LIABILITY FOR TAXES SUBJECT TO
INDEMNIFICATION HEREUNDER, PARENT (OR SUBSIDIARY) SHALL PROMPTLY NOTIFY
SUBSIDIARY (OR PARENT) IN WRITING OF THE RECEIPT OF SUCH NOTICE.
(B)
CONTROL AND SETTLEMENT.
(I)
CONTROL AND CONSULTATION BY PARENT.
PARENT SHALL HAVE THE RIGHT
TO CONTROL, AND TO REPRESENT THE INTERESTS OF ALL AFFECTED TAXPAYERS IN, ANY TAX
AUDIT OR ADMINISTRATIVE, JUDICIAL OR OTHER PROCEEDING RELATING IN WHOLE OR IN
PART, TO ANY PRE-DISTRIBUTION TAXABLE PERIOD OR ANY OTHER TAXABLE PERIOD FOR
WHICH PARENT IS RESPONSIBLE, IN WHOLE OR IN PART, FOR TAXES UNDER
SECTION 10.07(A) AND SECTION 10.13;