REFUND OR CREDIT WAS A REFUND OR CREDIT
OF TAX FOR WHICH THE SELLING EQUITYHOLDERS ARE RESPONSIBLE, AND PARENT SHALL PAY
OVER TO THE SELLING EQUITYHOLDERS ANY SUCH REFUND OR THE AMOUNT OF ANY SUCH
CREDIT WITHIN 15 DAYS AFTER RECEIPT OR APPLICATION OF ANY SUCH CREDIT AGAINST
TAX.
7.5
COOPERATION ON TAX MATTERS.
(A)
PARENT, THE BLOCKER ENTITY AND THE SELLING EQUITYHOLDERS
SHALL COOPERATE FULLY, AS AND TO THE EXTENT REASONABLY REQUESTED BY THE OTHER
PARTY, IN CONNECTION WITH THE FILING OF TAX RETURNS PURSUANT TO THIS §7 AND ANY
AUDIT, LITIGATION OR OTHER PROCEEDING WITH RESPECT TO TAXES. SUCH COOPERATION
SHALL INCLUDE THE RETENTION AND (UPON THE OTHER PARTY'S REQUEST) THE PROVISION
OF RECORDS AND INFORMATION THAT ARE REASONABLY RELEVANT TO ANY SUCH AUDIT,
LITIGATION OR OTHER PROCEEDING AND MAKING EMPLOYEES AVAILABLE ON A MUTUALLY
CONVENIENT BASIS TO PROVIDE ADDITIONAL INFORMATION AND EXPLANATION OF ANY
MATERIAL PROVIDED HEREUNDER. THE BLOCKER ENTITY AND SELLING EQUITYHOLDERS AGREE
(A) TO RETAIN ALL BOOKS AND RECORDS WITH RESPECT TO TAX MATTERS PERTINENT TO THE
BLOCKER ENTITY RELATING TO ANY TAXABLE PERIOD BEGINNING BEFORE THE CLOSING DATE
UNTIL THE EXPIRATION OF THE STATUTE OF LIMITATIONS (AND, TO THE EXTENT NOTIFIED
BY PARENT OR THE SELLING EQUITYHOLDERS, ANY EXTENSIONS THEREOF) OF THE
RESPECTIVE TAXABLE PERIODS, AND TO ABIDE BY ALL RECORD RETENTION AGREEMENTS
ENTERED INTO WITH ANY TAXING AUTHORITY, AND (B) TO GIVE THE OTHER PARTY
REASONABLE WRITTEN NOTICE PRIOR TO TRANSFERRING, DESTROYING OR DISCARDING ANY
SUCH BOOKS AND RECORDS AND, IF THE OTHER PARTY SO REQUESTS, THE BLOCKER ENTITY
OR PARENT, AS THE CASE MAY BE, SHALL ALLOW THE OTHER PARTY TO TAKE POSSESSION OF
SUCH BOOKS AND RECORDS.
(B)
PARENT AND THE SELLING EQUITYHOLDERS FURTHER AGREE, UPON
REQUEST, TO USE THEIR BEST EFFORTS TO OBTAIN ANY CERTIFICATE OR OTHER DOCUMENT
FROM ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON AS MAY BE NECESSARY TO
MITIGATE, REDUCE OR ELIMINATE ANY TAX THAT COULD BE IMPOSED (INCLUDING, BUT NOT
LIMITED TO, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY).
(C)
PARENT AND SELLING EQUITYHOLDERS FURTHER AGREE, UPON REQUEST,
TO PROVIDE THE OTHER PARTY WITH ALL INFORMATION THAT EITHER PARTY MAY BE
REQUIRED TO REPORT PURSUANT TO CODE §6043, OR CODE §6043A, OR TREASURY
REGULATIONS PROMULGATED THEREUNDER.
7.6
TAX-SHARING AGREEMENTS.
ALL TAX-SHARING AGREEMENTS OR SIMILAR
AGREEMENTS WITH RESPECT TO OR INVOLVING THE BLOCKER ENTITY SHALL BE TERMINATED
AS OF THE CLOSING DATE AND, AFTER THE CLOSING DATE, THE BLOCKER ENTITY SHALL NOT
BE BOUND THEREBY OR HAVE ANY LIABILITY THEREUNDER.
7.7
CERTAIN TAXES AND FEES.
ALL TRANSFER, VALUE ADDED, EXCISE,
STOCK TRANSFER, STAMP, RECORDING, REGISTRATION AND SIMILAR TAXES INCURRED IN
CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT SHALL BE BORNE FIFTY PERCENT (50%) BY PARENT AND FIFTY PERCENT (50%)
BY THE SELLING EQUITYHOLDERS.
7.8
TAX CONTROVERSIES.
IF ANY GOVERNMENT ENTITY ISSUES TO THE
BLOCKER ENTITY A WRITTEN NOTICE OF ITS INTENT TO AUDIT, EXAMINE OR CONDUCT A
PROCEEDING WITH RESPECT TO TAXES OR TAX RETURNS OF THE BLOCKER ENTITY FOR
PERIODS PRIOR