of Seller Group, at Seller Group's expense, shall pursue any claims
available under Seller Group's insurance policies and Seller Group will remit
amounts recovered to Buyer to the extent of Buyer's interests, if any.
In
addition, in the event that any property employed in the Business is condemned
by a governmental authority prior to Closing, Seller Group (effective as of the
Closing) shall appoint Buyer, as its agent, to pursue any claims it may have
against such governmental authority with respect to such property.
SECTION 5.15 TAX MATTERS
(A)
ALLOCATION OF PURCHASE PRICE.
AS SOON AS PRACTICABLE FOLLOWING THE
CLOSING, THE CLOSING CASH PURCHASE PRICE AND THE VALUE OF THE ASSUMED
LIABILITIES, EACH TO THE EXTENT PROPERLY TAKEN INTO ACCOUNT UNDER SECTION 1060
OF THE CODE AND THE REGULATIONS PROMULGATED THEREUNDER, (THE "SECTION 1060
PURCHASE PRICE") SHALL BE ALLOCATED AS DETERMINED JOINTLY BY BUYER AND SELLER
AMONG THE ASSETS BEING SOLD HEREUNDER (THE "ALLOCATION").
SUCH ALLOCATION SHALL
BE SUBJECT TO APPROPRIATE ADJUSTMENT IN THE EVENT OF AN ADJUSTMENT TO THE
PURCHASE PRICE PURSUANT TO SECTION 1.7 HEREOF OR IF BUYER SUCCESSFULLY ASSERTS A
CLAIM FOR INDEMNIFICATION PURSUANT TO SECTION 7.2 HEREOF.
SELLER GROUP AND
BUYER (I) SHALL BE BOUND BY THE ALLOCATION, AND ANY AMENDMENTS THERETO,
(II) SHALL PREPARE AND FILE ALL TAX RETURNS (INCLUDING, WITHOUT LIMITATION,
FEDERAL FORM 8883) AND FINANCIAL STATEMENTS IN A MANNER CONSISTENT WITH THE
ALLOCATION, AND ANY AMENDMENTS THERETO, AND (III) SHALL TAKE NO POSITION, AND
SHALL CAUSE ITS SUBSIDIARIES TO TAKE NO POSITION, INCONSISTENT WITH THE
ALLOCATION, OR ANY AMENDMENT THERETO, ON ANY TAX RETURN, IN ANY PROCEEDING
BEFORE ANY TAXING AUTHORITY OR OTHERWISE. IN THE EVENT THAT THE ALLOCATION, OR
ANY AMENDMENT THERETO, IS DISPUTED BY ANY TAXING AUTHORITY, THE PARTY RECEIVING
NOTICE OF SUCH DISPUTE SHALL PROMPTLY NOTIFY AND CONSULT WITH THE OTHER PARTY
CONCERNING RESOLUTION OF SUCH DISPUTE.
IF BUYER AND SELLER ARE UNABLE TO AGREE
UPON THE ALLOCATION WITHIN SIXTY (60) DAYS FOLLOWING THE CLOSING DATE, EACH OF
BUYER AND THE SELLER GROUP MAY FILE IRS FORM 8594 AND ANY OTHER TAX RETURNS
ALLOCATING THE SECTION 1060 PURCHASE PRICE AMONG THE ASSETS IN THE MANNER EACH
BELIEVES APPROPRIATE,
35
PROVIDED SUCH ALLOCATIONS ARE REASONABLE AND IN ACCORDANCE WITH SECTION 1060 OF
THE CODE AND THE REGULATIONS THEREUNDER.
(B)
TRANSFER TAXES.
THE SELLER AND BUYER SHALL BE EQUALLY RESPONSIBLE FOR AND
SHALL EACH PAY ONE HALF OF ALL SALES, USE, TRANSFER, STAMP DUTY, RECORDING,
VALUE ADDED, AND OTHER SIMILAR TAXES AND FEES, INCLUDING, WITHOUT LIMITATION,
ALL BULK SALES TAXES, IN EACH CASE INCLUDING INTEREST, PENALTIES OR ADDITIONS
ATTRIBUTABLE THERETO ("TRANSFER TAXES"), ARISING OUT OF OR IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
THE PARTIES SHALL COOPERATE
WITH EACH OTHER TO THE EXTENT REASONABLY REQUESTED AND LEGALLY PERMITTED TO
MINIMIZE ANY TRANSFER TAXES, INCLUDING REASONABLE COOPERATION WITH RESPECT TO
THE PLACE AND METHOD OF TRANSFER AND DELIVERY OF THE ASSETS.
(C)
RESPONSIBILITY FOR TAX RETURNS AND TAXES.
(I)
SUBJECT TO SECTION 5.15(C)(III) BELOW, SELLER WILL BE RESPONSIBLE
FOR THE