ALL TAX MATTERS CONCERNING BUYER AND ITS SUBSIDIARIES, INCLUDING,
14
WITHOUT LIMITATION, THE PREPARATION, FILING OR AMENDING OF ANY U.S. FEDERAL,
STATE, OR LOCAL OR NON-U.S. TAX RETURN AND THE DEFENDING OF ANY ISSUES
PERTAINING TO TAXES, SUBJECT TO A REQUIREMENT THAT BUYER ACT IN GOOD FAITH IN
CONNECTION WITH ITS CONTROL OF ANY MATTER WHICH IS REASONABLY EXPECTED TO AFFECT
RTEA'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT. FURTHER, THE BUYER SHALL
PROMPTLY NOTIFY RTEA IN WRITING OF AND KEEP RTEA REASONABLY INFORMED WITH
RESPECT TO THE PORTION OF ANY BUYER AUDIT THE OUTCOME OF WHICH IS REASONABLY
EXPECTED TO AFFECT RTEA'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, AND SHALL
PROVIDE RTEA REASONABLE OPPORTUNITY TO PROVIDE INFORMATION AND OTHER INPUT TO
BUYER, ITS SUBSIDIARIES, ANY CONSOLIDATED GROUP OF WHICH BUYER IS A MEMBER, AND
THEIR RESPECTIVE ADVISORS CONCERNING THE CONDUCT OF ANY SUCH PORTION OF SUCH
BUYER AUDIT. RTEA SHALL HAVE THE RIGHT TO ATTEND IN PERSON OR BY TELEPHONE (BUT
NOT PARTICIPATE IN) ANY BUYER AUDIT THE OUTCOME OF WHICH COULD REASONABLY BE
EXPECTED TO AFFECT THE AMOUNT OF NET PAYMENTS THAT RTEA IS EXPECTED TO RECEIVE
UNDER THIS AGREEMENT BY $10 MILLION.
BUYER SHALL NOT SETTLE OR FAIL TO CONTEST
ANY ISSUE PERTAINING TO TAXES THAT IS REASONABLY EXPECTED TO AFFECT RTEA'S
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT WITHOUT RTEA'S CONSENT, SUCH CONSENT
NOT TO BE UNREASONABLY WITHHELD.
SECTION 6.02.
CONSISTENCY.
UNLESS THERE HAS PREVIOUSLY BEEN A
DETERMINATION TO THE CONTRARY, RTEA, BUYER, AND BUYER'S SUBSIDIARIES AGREE TO
REPORT AND CAUSE TO BE REPORTED FOR ALL PURPOSES, INCLUDING U.S. FEDERAL, STATE,
LOCAL AND FOREIGN TAX PURPOSES AND FINANCIAL REPORTING PURPOSES, ALL TAX-RELATED
ITEMS, IN A MANNER CONSISTENT WITH THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, (1) ANY ALLOCATION SHOWN ON ANY EXCHANGE BASIS SCHEDULE, (2) THE
SECTION 754 ELECTIONS MADE WITH RESPECT TO ANY APPLICABLE SUBSIDIARIES OF BUYER
(INCLUDING THAT EACH SUCH ELECTION WAS VALIDLY AND TIMELY MADE, WHETHER OR NOT
THE ELECTING ENTITY WAS A SUBSIDIARY OF BUYER AT THE TIME OF SUCH ELECTION), AND
(3) THE TREATMENT OF ANY PAYMENT MADE PURSUANT TO SECTION 3 OR SECTION 4 OF THIS
AGREEMENT.
FURTHERMORE, THE PARTIES AGREE TO TREAT ANY PAYMENT MADE PURSUANT TO
SECTION 3 OR SECTION 4 OR THIS AGREEMENT, OTHER THAN PAYMENTS OF IMPUTED
INTEREST, AS AN ADJUSTMENT TO THE PURCHASE PRICE OF THE RTEA UNITS ACQUIRED IN
AN EXCHANGE.
SECTION 6.03.
COOPERATION.
(A) EACH OF RTEA AND BUYER SHALL (1) FURNISH
TO THE OTHER PARTY IN A TIMELY MANNER SUCH INFORMATION, DOCUMENTS AND OTHER
MATERIALS AS THE OTHER PARTY MAY REASONABLY REQUEST FOR PURPOSES OF MAKING ANY
DETERMINATION OR COMPUTATION NECESSARY OR APPROPRIATE UNDER THIS AGREEMENT,
PREPARING ANY FINANCIAL STATEMENT, PREPARING ANY TAX RETURN OR CONTESTING OR
DEFENDING ANY AUDIT, EXAMINATION OR CONTROVERSY WITH ANY TAXING AUTHORITY,
(2) MAKE ITSELF AVAILABLE TO THE OTHER PARTY AND ITS REPRESENTATIVES TO PROVIDE
EXPLANATIONS OF DOCUMENTS AND MATERIALS AND SUCH OTHER INFORMATION AS THE OTHER
PARTY OR ITS REPRESENTATIVES MAY REASONABLY REQUEST IN CONNECTION WITH ANY OF
THE