OUT-OF-POCKET COSTS, IF ANY, INCURRED BY SELLER AS A RESULT OF SUCH COOPERATION
SOLELY TO THE EXTENT IT RELATES TO THE CONSUMMATION OF THE EXCHANGE.
(H)
SELLER SHALL, AND SHALL CAUSE ITS AFFILIATES TO, TAKE ALL ACTIONS
AS MAY BE NECESSARY OR DESIRABLE IN ORDER THAT, AS OF THE CLOSING, ALL OF THE
ASSETS (OTHER THAN ANY EQUITY SECURITIES OR OTHER EXCLUDED ASSETS) OF THE
TELE-MEDIA ENTITIES AND EACH OF THEIR RESPECTIVE SUBSIDIARIES SHALL CONSTITUTE
TRANSFERRED ASSETS.
(I)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, BUYER
SHALL HAVE THE SOLE RESPONSIBILITY FOR ANY FILING, SUBMISSION OR OTHER ACTION
(INCLUDING, FOR THE AVOIDANCE OF DOUBT, OBTAINING ANY REQUIRED LFA APPROVAL)
THAT IS NECESSARY, PROPER OR ADVISABLE TO PERMIT THE CONSUMMATION OF THE
EXCHANGE (IT BEING UNDERSTOOD THAT SELLER
101
shall use its commercially reasonable efforts to cooperate with Buyer with
respect to any action required to be taken by Buyer pursuant to this sentence;
provided, however, that Buyer shall reimburse Seller for the reasonable
out-of-pocket costs, if any, incurred by Seller as a result of such cooperation
solely to the extent it relates to the consummation of the Exchange.
(J)
AFTER THE CLOSING, BUYER SHALL, IN THE ORDINARY COURSE OF
BUSINESS OF PARENT, USE ITS COMMERCIALLY REASONABLE EFFORTS TO BILL AND COLLECT
FROM EACH BASIC SUBSCRIBER THAT IS POTENTIALLY A QUALIFIED CUSTOMER ANY AMOUNTS
DUE AND PAYABLE IN RESPECT OF SERVICES DELIVERED TO SUCH BASIC SUBSCRIBER PRIOR
TO THE CLOSING.
Section 5.7
Tax Matters.
(A)
PRORATION OF TAXES. TO THE EXTENT NECESSARY TO DETERMINE THE
LIABILITY FOR TAXES FOR A PORTION OF A TAXABLE YEAR OR PERIOD THAT BEGINS BEFORE
AND ENDS AFTER THE CLOSING, THE DETERMINATION OF THE TAXES FOR THE PORTION OF
THE YEAR OR PERIOD ENDING ON, AND THE PORTION OF THE YEAR OR PERIOD BEGINNING
AFTER, THE CLOSING SHALL BE DETERMINED BY ASSUMING THAT THE TAXABLE YEAR OR
PERIOD ENDED AS OF THE CLOSE OF BUSINESS ON THE CLOSING, EXCEPT THAT THOSE
ANNUAL PROPERTY TAXES AND EXEMPTIONS, ALLOWANCES OR DEDUCTIONS THAT ARE
CALCULATED ON AN ANNUAL BASIS SHALL BE PRORATED ON A TIME BASIS. FOR THE
AVOIDANCE OF DOUBT, (I) ANY TAXES THAT ARE APPORTIONED TO THE PORTION OF A
TAXABLE PERIOD THAT ENDS ON THE CLOSING PURSUANT TO THIS SECTION 5.7(A) SHALL BE
EXCLUDED TAXES AND (II) ANY TAXES THAT ARE APPORTIONED TO THE PORTION OF A
TAXABLE PERIOD BEGINNING AFTER THE CLOSING PURSUANT TO THIS SECTION 5.7(A) SHALL
BE ASSUMED TAXES.
(B)
TAX RETURNS. BUYER SHALL NOT FILE ANY AMENDED TAX RETURNS WITH
RESPECT TO THE TRANSFERRED ASSETS THAT INCLUDE PERIODS ENDING ON OR PRIOR TO THE
CLOSING WITHOUT SELLER'S WRITTEN CONSENT, WHICH SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED.
(C)
TRANSFER TAXES.
(I)
TO THE EXTENT NOT OTHERWISE EXEMPT TO THE FULLEST EXTENT
PERMITTED BY SECTION 1146(C) OF THE BANKRUPTCY CODE AND EXCEPT AS OTHERWISE
PROVIDED IN THIS SECTION 5.7(C)(I), ALL FEDERAL, STATE, LOCAL OR FOREIGN OR
OTHER EXCISE, SALES, USE, VALUE ADDED, TRANSFER (INCLUDING REAL PROPERTY
TRANSFER OR GAINS), STAMP, DOCUMENTARY,