AND TRANSFEREE SHALL COOPERATE WITH EACH OTHER IN
CONNECTION WITH THE PREPARATION, EXECUTION AND FILING WITH THE INTERNAL REVENUE
SERVICE OF INFORMATION RETURNS REQUIRED BY SECTION 1060 OF THE CODE AND THE
REGULATIONS THEREUNDER, RELATING TO THE TRANSACTIONS CONTEMPLATED HEREIN.
22
(D)
UPON REASONABLE NOTICE, EACH PARTY WILL MAKE AVAILABLE FOR
INSPECTION BY THE OTHER SUCH BUSINESS RECORDS AND BOOKS OF ACCOUNTS OF THE BUICK
FACILITY ACQUIRED HEREUNDER AS ARE NEEDED TO PREPARE FINANCIAL STATEMENTS AND
TAX SCHEDULES AND RELATED DOCUMENTS NECESSARY FOR THE FILING BY SUCH PARTY OF
ITS TAX RETURNS OR REPORTS FOR OUTSTANDING TAX YEARS AND OTHERWISE MAKE
AVAILABLE FOR INSPECTION SUCH INFORMATION IN CONNECTION THEREWITH OR IN
CONNECTION WITH TAX EXAMINATIONS OR AUDITS AS SUCH PARTY MAY REASONABLY REQUEST
FROM TIME TO TIME.
EACH PARTY AGREES TO COOPERATE WITH THE OTHER IN THE
PREPARATION OF ANY PORTIONS OF CONSOLIDATED OR COMBINED FEDERAL, STATE, LOCAL OR
FOREIGN INCOME, SALES, EMPLOYMENT, OCCUPATIONAL, TRANSFER, PROPERTY AND OTHER
TAX RETURNS AND FILINGS PERTAINING TO THE BUICK FACILITY OR THE ACQUIRED ASSETS.
(E)
AFTER THE CLOSING DATE, TRANSFEREE AND DOE RUN WILL MAKE AVAILABLE
TO THE OTHER, AS REASONABLY REQUESTED, AND, SUBJECT TO THE PRIOR WRITTEN
APPROVAL OF THE OTHER (WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED), TO ANY TAXING AUTHORITY, INFORMATION, RECORDS OR DOCUMENTS IN THEIR
POSSESSION RELATING TO TAX LIABILITIES OR POTENTIAL TAX LIABILITIES OF THE BUICK
FACILITY FOR PERIODS PRIOR TO AND INCLUDING THE CLOSING DATE.
(F)
AFTER THE CLOSING DATE, AND SUBJECT TO THE FACILITIES OPERATING
AGREEMENT, TRANSFEREE AND DOE RUN SHALL PROVIDE REASONABLE COOPERATION, AND WILL
CAUSE THEIR OFFICERS AND EMPLOYEES TO PROVIDE REASONABLE COOPERATION WITH THE
OTHER PARTY IN THE FURNISHING OF INFORMATION, TESTIMONY AND OTHER ASSISTANCE IN
CONNECTION WITH ANY ACTION, JUDICIAL OR ADMINISTRATIVE PROCEEDING, CLAIM OR
DISPUTE TO WHICH EITHER PARTY IS OR BECOMES A PARTY RELATING TO THE ACQUIRED
ASSETS, ASSUMED LIABILITIES OR THE BUICK FACILITY (OTHER THAN A DISPUTE BETWEEN
THE PARTIES).
THE PARTY REQUESTING SUCH ASSISTANCE SHALL PROMPTLY UPON
PRESENTATION OF AN INVOICE (WITH APPROPRIATE SUPPORTING DOCUMENTATION) REIMBURSE
THE PARTY PROVIDING SUCH ASSISTANCE FOR REASONABLE COSTS AND EXPENSES INCURRED
IN PROVIDING SUCH ASSISTANCE.
7.8
MAIL AND OTHER COMMUNICATIONS.
(A)
DOE RUN HEREBY AUTHORIZES TRANSFEREE AFTER THE CLOSING DATE TO
RECEIVE AND OPEN ALL MAIL AND OTHER COMMUNICATIONS ADDRESSED TO DOE RUN RECEIVED
BY TRANSFEREE, AND TO ACT WITH RESPECT TO SUCH MAIL AND OTHER COMMUNICATIONS IN
SUCH MANNER AS TRANSFEREE MAY ELECT IF SUCH MAIL AND OTHER COMMUNICATIONS RELATE
TO THE BUICK FACILITY AND RELATED RIGHTS AND OBLIGATIONS OF TRANSFEREE UNDER
THIS AGREEMENT, OR IF SUCH MAIL AND OTHER COMMUNICATIONS DO NOT SO RELATE, TO
FORWARD SUCH MAIL AND OTHER COMMUNICATIONS PROMPTLY TO DOE RUN.
(B)
AFTER THE CLOSING DATE, DOE RUN SHALL PROMPTLY DELIVER TO
TRANSFEREE THE ORIGINAL OF ANY MAIL OR OTHER COMMUNICATION RECEIVED BY IT
PERTAINING TO THE BUICK FACILITY AND RELATED RIGHTS AND OBLIGATIONS OF
TRANSFEREE UNDER THIS AGREEMENT, AND ANY MONIES, CHECKS OR OTHER INSTRUMENTS OF
PAYMENT TO WHICH TRANSFEREE IS ENTITLED,