AS DUE THEREON TO THE APPROPRIATE GOVERNMENT ENTITY,
(Y) NOTWITHSTANDING ANY OTHER PROVISION OF THIS SECTION 5.7(C) TO THE CONTRARY,
BUYER SHALL PAY TO SELLER AN AMOUNT EQUAL TO THE TRANSFER TAX LIABILITY THAT
WOULD HAVE RESULTED IF SUCH RETURN HAD BEEN PREPARED BY BUYER (IT BEING
UNDERSTOOD THAT, FOR PURPOSES OF THIS CLAUSE (Y), (A) THE TRANSFER TAX RETURN
THAT WOULD HAVE BEEN PREPARED BY BUYER SHALL BE DETERMINED BY USING (1) [THE
]BUYER'S PURCHASE PRICE ALLOCATION[,] AND (2) BUYER'S INTERPRETATION OF
APPLICABLE TAX LAW AS REFLECTED IN THE TRANSFER TAX RETURN PREPARED BY BUYER
PURSUANT TO CLAUSE ([X) HEREOF]W) HEREOF AND (B) BUYER SHALL HAVE NO OBLIGATION
TO PAY SELLER ANY AMOUNT IN RESPECT OF INCREMENTAL TRANSFER TAXES), AND
(Z) SELLER SHALL HAVE SOLE RESPONSIBILITY FOR THE BALANCE OF THE TRANSFER TAX
LIABILITY WITH RESPECT TO SUCH TRANSFER TAX RETURN (INCLUDING ANY AMOUNT IN
RESPECT OF INCREMENTAL TRANSFER TAXES). BUYER AND SELLER SHALL (AND SHALL CAUSE
EACH OF THEIR RESPECTIVE AFFILIATES TO) COOPERATE IN THE TIMELY COMPLETION AND
FILING OF ALL SUCH TRANSFER 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.
(V)
[(IV)]BUYER SHALL CONTROL THE CONDUCT OF ANY AUDIT, CLAIM,
CONTEST OR ADMINISTRATIVE OR JUDICIAL PROCEEDING (COLLECTIVELY, "AUDITS")
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]IT 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;
PROVIDED, FURTHER, THAT WITH RESPECT TO ANY AUDIT RELATING TO A TRANSFER TAX
RETURN WITH RESPECT TO INCREMENTAL TRANSFER TAXES, BUYER (X) SHALL DEFEND SUCH
AUDIT IN GOOD FAITH (IT BEING UNDERSTOOD THAT REASONABLE EXPENSES INCURRED BY
BUYER IN CONNECTION WITH THE DEFENSE OF ANY SUCH AUDIT THAT ARE PROPERLY
ALLOCABLE TO THE PORTION OF THE AUDIT RELATING TO INCREMENTAL TRANSFER TAXES
SHALL BE BORNE BY SELLER AND SHALL BE TREATED AS INCREMENTAL TRANSFER TAXES FOR
PURPOSES OF THIS AGREEMENT), (Y) SHALL CONSULT WITH SELLER IN GOOD FAITH IN
CONNECTION WITH THE DEFENSE OF SUCH AUDIT, INCLUDING BY PROVIDING SELLER WITH
ALL DOCUMENTS PROVIDED TO BUYER BY THE RELEVANT GOVERNMENT ENTITIES AND ALL
SUBMISSIONS BY BUYER TO THE RELEVANT GOVERNMENT ENTITIES, AND (Z) SHALL NOT
SETTLE SUCH AUDIT TO THE EXTENT RELATING TO INCREMENTAL TRANSFER TAXES WITHOUT
SELLER'S CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR
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DELAYED. IF BUYER OR SELLER RECEIVES ANY WRITTEN NOTICE OF