EACH OF THEIR RESPECTIVE AFFILIATES TO) COOPERATE
IN THE TIMELY COMPLETION AND FILING OF ALL SUCH TAX RETURNS, AND BUYER AND
SELLER SHALL (AND SHALL CAUSE EACH OF THEIR RESPECTIVE AFFILIATES TO) EXECUTE
SUCH DOCUMENTS IN CONNECTION WITH SUCH FILINGS AS SHALL HAVE BEEN REQUIRED BY
LAW OR REASONABLY REQUESTED BY THE OTHER PARTY.
(IV)
BUYER SHALL CONTROL THE CONDUCT OF ANY AUDIT, CLAIM, CONTEST OR
ADMINISTRATIVE OR JUDICIAL PROCEEDING RELATING TO SUCH TRANSFER TAXES, SUBJECT
TO SELLER'S RIGHT TO MAKE ANY STATEMENT OR REPORT TO ANY TAX AUTHORITY
REFLECTING THE PURCHASE PRICE ALLOCATION PREPARED BY SELLER; PROVIDED, HOWEVER,
THAT SELLER SHALL BE ENTITLED TO MAKE ANY SUCH STATEMENT AND/OR REPORT ONLY
(A) TO THE EXTENT SELLER REASONABLY DETERMINES IS REASONABLY NECESSARY TO REBUT
ANY PRESUMPTION UNDER APPLICABLE TAX LAW THAT WOULD OTHERWISE DEEM SELLER TO
HAVE AGREED TO AND ADOPTED THE PURCHASE PRICE ALLOCATION PREPARED BY BUYER IN
THE ABSENCE OF SUCH STATEMENT OR REPORT AND (B) IF SUCH PRESUMPTION COULD
REASONABLY BE EXPECTED TO RESULT IN AN ADVERSE EFFECT ON SELLER OTHER THAN A DE
MINIMIS ADVERSE EFFECT. IF BUYER OR SELLER RECEIVES ANY WRITTEN NOTICE OF
ASSESSMENT OR OTHER CLAIM FROM ANY GOVERNMENT ENTITY WITH RESPECT TO TRANSFER
TAXES FOR WHICH THE OTHER PARTY MAY BE LIABLE PURSUANT TO THIS SECTION 5.7(C),
THE NOTIFIED PARTY SHALL NOTIFY THE OTHER PARTY IN WRITING OF THE RECEIPT OF
SUCH NOTICE OF ASSESSMENT OR OTHER CLAIM PROMPTLY AFTER THE RECEIPT THEREOF.
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(V)
ANY ADDITIONAL TRANSFER TAXES RESULTING FROM AN ADVERSE
DETERMINATION BY A GOVERNMENT ENTITY SHALL BE BORNE BY BUYER; PROVIDED, HOWEVER,
THAT, SO LONG AS THE ADVERSE DETERMINATION BY THE APPLICABLE GOVERNMENT ENTITY
DOES NOT RELATE DIRECTLY TO PURCHASE PRICE ALLOCATION, SELLER SHALL BE
RESPONSIBLE FOR ANY SUCH ADDITIONAL TRANSFER TAXES TO THE EXTENT THAT SUCH
ADDITIONAL TRANSFER TAXES ARE ATTRIBUTABLE TO THE USE OF SELLER'S PURCHASE PRICE
ALLOCATION RATHER THAN BUYER'S PURCHASE PRICE ALLOCATION.
(VI)
ANY TRANSFER TAXES RESULTING FROM ANY SUBSEQUENT INCREASE IN THE
PURCHASE PRICE PURSUANT TO THIS AGREEMENT SHALL BE BORNE IN ACCORDANCE WITH THE
PROVISIONS OF THIS SECTION 5.7(C).
(VII)
BUYER AND SELLER SHALL COOPERATE IN GOOD FAITH TO MINIMIZE THE
AMOUNT OF TRANSFER TAXES THAT MAY BE IMPOSED OR ASSESSED AS A RESULT OF THE
TRANSACTION, INCLUDING PURSUANT TO ONE OR MORE RESTRUCTURING TRANSACTIONS
CONSUMMATED PURSUANT TO THE PLAN PRIOR TO THE CLOSING; PROVIDED, THAT BUYER AND
SELLER CONCLUDE IN GOOD FAITH THAT SUCH RESTRUCTURING WOULD HAVE A MORE LIKELY
THAN NOT PROBABILITY OF PREVAILING IF CHALLENGED BY THE APPLICABLE GOVERNMENT
ENTITY.
(D)
DETERMINATION AND ALLOCATION OF PURCHASE PRICE. SELLER AND BUYER
UNDERTAKE TO ACT IN GOOD FAITH TO JOINTLY AGREE TO A SCHEDULE SETTING FORTH THE
ALLOCATION OF THE AGGREGATE CONSIDERATION AMONG THE TRANSFERRED ASSETS (THE
"PURCHASE PRICE ALLOCATION SCHEDULE") FOR TAX PURPOSES. IF SELLER AND BUYER SO
AGREE WITHIN 180 DAYS OF THE CLOSING DATE, SELLER AND BUYER SHALL, AND SELLER
AND BUYER SHALL CAUSE EACH OF THEIR RESPECTIVE AFFILIATES, (I) TO REPORT THE
FEDERAL, STATE, AND LOCAL INCOME