SELLERS TO THE BUYERS OF WTA, SUCH FEE SHALL BE SPLIT EQUALLY
BETWEEN THE SELLERS, ON THE ONE HAND, AND THE BUYERS, ON THE OTHER HAND.
THE
BUYERS WILL, AT THEIR OWN EXPENSE, FILE ALL NECESSARY TAX RETURNS AND OTHER
DOCUMENTATION WITH RESPECT TO ALL SUCH TRANSFER, DOCUMENTARY, SALES, USE, STAMP,
REGISTRATION AND OTHER TAXES AND FEES, AND, IF REQUIRED BY APPLICABLE LAW, THE
SELLERS WILL JOIN IN THE EXECUTION OF ANY SUCH TAX RETURNS AND OTHER
DOCUMENTATION.
THE SELLERS SHALL PAY TO THE BUYERS, NO LATER THAN FIVE (5) DAYS
BEFORE THE DUE DATE OF ANY TAXES DESCRIBED IN THIS SECTION 7.10(J), SELLERS'
SHARE OF SUCH TAXES, AND THE BUYER SHALL PAY THE FULL AMOUNT OF SUCH TAXES OWED
TO THE APPROPRIATE TAX AUTHORITY.
(K)
CERTAIN AMENDED RETURNS.
THE BUYERS,
ACQUISITIONCO AND BLOCKER SHALL NOT AMEND, OR CAUSE TO BE AMENDED, ANY MATERIAL
TAX RETURN WITH RESPECT TO INCOME TAXES THAT INCLUDES THE PERIOD THAT INCLUDES
THE LANDCO DISPOSITION WITHOUT THE APPROVAL OF HOLDCO, IF SUCH AMENDMENT WOULD
GIVE RISE TO AN INDEMNIFICATION OBLIGATION ON THE PART OF HOLDCO PURSUANT TO
SECTION 7.10(C)(I) OF THIS AGREEMENT, WHICH APPROVAL SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED.
(L)
COOPERATION.
THE BUYERS AND BLOCKER AND
ACQUISITIONCO ON THE ONE HAND, AND HOLDCO AND THE SELLERS ON THE OTHER HAND,
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
SECTION 7.10 AND ANY TAX PROCEEDING SUBJECT TO SECTION 7.10(H) AND SHALL PROVIDE
PROMPT NOTICE TO THE OTHER PARTY OF ANY NOTICE RECEIVED FROM ANY TAX AUTHORITY
THAT COULD REASONABLY AFFECT THE TAX LIABILITY OF SUCH OTHER PARTY.
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
TAX PROCEEDING
AND FILING OF RETURNS AND MAKING EMPLOYEES AVAILABLE ON A
MUTUALLY CONVENIENT BASIS TO PROVIDE ADDITIONAL INFORMATION AND EXPLANATION OF
ANY MATERIAL PROVIDED HEREUNDER. THE BUYERS, BLOCKER, ACQUISITIONCO, HOLDCO, AND
THE SELLERS SHALL EACH PRESERVE AND KEEP ALL BOOKS AND RECORDS WITH RESPECT TO
TAXES AND TAX RETURNS OF BLOCKER, ACQUISITIONCO, AND THE COMPANIES IN SUCH
PARTY'S POSSESSION AS OF THE CLOSING DATE, OR AS LATER COME INTO SUCH PARTY'S
POSSESSION, UNTIL THE EXPIRATION OF THE APPLICABLE STATUTE OF LIMITATIONS AND
SHALL GIVE REASONABLE WRITTEN NOTICE TO THE OTHER PARTY PRIOR TO TRANSFERRING,
DESTROYING OR DISCARDING ANY SUCH INFORMATION, RETURNS, BOOKS, RECORDS OR
DOCUMENTS AND, IF THE OTHER PARTY SO REQUESTS, ALLOW THE OTHER PARTY TO TAKE
POSSESSION OF SUCH INFORMATION, RETURNS, BOOKS, RECORDS OR DOCUMENTS.
THE PARTY
REQUESTING ASSISTANCE HEREUNDER SHALL REIMBURSE THE OTHER FOR REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN PROVIDING SUCH ASSISTANCE.
THE
BUYERS AND BLOCKER AND ACQUISITIONCO ON THE ONE HAND, AND HOLDCO AND THE SELLERS
ON THE OTHER HAND, FURTHER AGREE, UPON REQUEST, TO USE THEIR REASONABLE EFFORTS
TO OBTAIN ANY CERTIFICATE OR OTHER DOCUMENT FROM ANY TAX AUTHORITY OR ANY OTHER
PERSON AS MAY BE NECESSARY