OF REDUCING
THE TAX PAYABLE BY THE COMPANY OR ANY OF ITS SUBSIDIARIES IN ANY POST-CLOSING
PERIOD AND ANY TAX CREDIT OR REFUND (INCLUDING ANY INTEREST WITH RESPECT
THERETO), IN EACH CASE RELATING TO THE COMPANY AND ANY OF ITS SUBSIDIARIES FOR
ANY PRE-CLOSING PERIOD (OR PORTION OF ANY STRADDLE PERIOD ENDING ON THE CLOSING
DATE) AND TO THE EXTENT SELLER IS LIABLE FOR OR HAS MADE PAYMENT OF TAX GIVING
RISE TO SUCH CREDIT PURSUANT TO SECTION 6.11(C) HEREOF, SHALL BE THE PROPERTY OF
SELLER, AND IF RECEIVED BY BUYER, THE COMPANY OR ANY OF THEIR SUBSIDIARIES SHALL
BE PAYABLE PROMPTLY TO SELLER (OTHER THAN ANY CREDIT OR TAX REFUND THAT ARISES
OUT OF THE CARRY BACK OF A LOSS OR CREDIT INCURRED BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES IN THE POST-CLOSING PERIOD).
ANY OTHER TAX REFUND OR CREDIT SHALL
BE THE PROPERTY OF BUYER.
(F)
CONTESTS.
(I) AFTER THE CLOSING, BUYER SHALL PROMPTLY NOTIFY
SELLER IN WRITING OF (X) ANY CORRESPONDENCE FROM ANY TAX AUTHORITY RELATING TO
ANY TAX RETURN FILED BY SELLER PURSUANT TO SECTION 6.11(B)(I) OR BY BUYER
PURSUANT TO SECTION 6.11(B)(II) AND (Y) ANY WRITTEN NOTICE OF A PROPOSED
ASSESSMENT OR CLAIM IN AN AUDIT OR ADMINISTRATIVE OR JUDICIAL PROCEEDING
INVOLVING COMPANY OR ANY OF ITS SUBSIDIARIES (CLAUSES (X) AND (Y) TOGETHER, A
"TAX CONTEST") WHICH, IF DETERMINED ADVERSELY TO THE TAXPAYER, WOULD BE GROUNDS
FOR INDEMNIFICATION BY SELLER (INCLUDING ANY PAYMENT UNDER SECTION 6.11(C)).
(II) IN THE CASE OF A TAX CONTEST THAT RELATES TO A PRE-CLOSING PERIOD, SELLER
SHALL HAVE THE RIGHT AT ITS EXPENSE TO CONTROL THE CONDUCT OF SUCH TAX CONTEST;
PROVIDED THAT (X) SELLER SHALL INDEMNIFY THE COMPANY OR ANY OF ITS SUBSIDIARIES
IN RESPECT OF ALL THIRD-PARTY COSTS AND EXPENSES INCURRED BY SUCH COMPANY OR ANY
SUCH SUBSIDIARY AT SELLER'S REQUEST IN CONNECTION WITH SUCH TAX CONTEST, (Y)
SELLER SHALL KEEP BUYER INFORMED OF ALL MATERIAL PROGRESS (AND SHALL SEND BUYER
COPIES OF ALL MATERIAL CORRESPONDENCE RELATING THERETO) OF THE TAX CONTEST AND
(Z) SELLER SHALL NOT ENTER INTO ANY COMPROMISE OR AGREE TO SETTLE ANY CLAIM
PURSUANT TO SUCH TAX CONTEST WITH RESPECT TO ANY ISSUE THAT RECURS FOR ANY
STRADDLE PERIOD OR POST-CLOSING PERIOD OR ANY ITEM RESULTING IN A RECIPROCAL
ADJUSTMENT TO ANY STRADDLE PERIOD OR POST-CLOSING PERIOD WITHOUT THE PRIOR
WRITTEN CONSENT OF BUYER (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD,
CONDITIONED OR DELAYED).
BUYER ALSO MAY PARTICIPATE AT ITS OWN EXPENSE IN ANY
SUCH TAX CONTEST AND, IF SELLER DOES NOT NOTIFY BUYER IN WRITING WITHIN 30 DAYS
OF RECEIVING NOTICE OF SUCH TAX CONTEST PURSUANT TO SECTION 6.11(F)(I) HEREOF OF
ITS INTENT TO ASSUME THE DEFENSE OF SUCH TAX CONTEST, BUYER MAY DEFEND THE SAME
IN SUCH MANNER AS IT MAY DEEM APPROPRIATE, INCLUDING, BUT NOT LIMITED TO,
SETTLING SUCH TAX CONTEST AFTER GIVING FIVE DAYS' PRIOR WRITTEN NOTICE TO SELLER
SETTING FORTH THE TERMS AND CONDITIONS OF SETTLEMENT.
(III) IN THE CASE OF A
TAX CONTEST THAT RELATES TO A