IN ACCORDANCE WITH THE PLAN.
TO THE EXTENT
THAT THERE ARE ANY DISPUTED CLAIMS AGAINST THE COMPANY ON THE PLAN EFFECTIVE
DATE (THE "DISPUTED CLAIMS"), NEITHER THE REORGANIZED COMPANY NOR PURCHASER
SHALL HAVE ANY OBLIGATION UNDER THE PLAN OR FOR THE DISPUTED CLAIMS.
7.10
BREAK-UP FEE.
IN CONNECTION WITH THE APPROVAL OF THE SALE PROCEDURES
ORDER, THE BREAK-UP FEE SHALL BE PAYABLE AT THE TIMES PROVIDED IN THE AGREEMENT.
7.11
FURTHER ASSURANCES.
EACH PARTY SHALL EXECUTE AND DELIVER SUCH
INSTRUMENTS AND TAKE SUCH OTHER ACTIONS AS THE OTHER PARTY MAY REASONABLY
REQUIRE IN ORDER TO CARRY OUT THE INTENT OF THIS AGREEMENT.
7.12
SUPPLEMENTS TO SCHEDULES.
(A)
FROM TIME TO TIME PRIOR TO THE CLOSING, EACH PARTY SHALL PROMPTLY
SUPPLEMENT OR AMEND ITS SCHEDULES HERETO WITH RESPECT TO ANY MATTER HEREAFTER
ARISING WHICH, IF EXISTING OR OCCURRING AS AT THE EFFECTIVE DATE, WOULD HAVE
BEEN SET FORTH OR DESCRIBED IN SUCH SCHEDULES.
(B)
FOR PURPOSES OF DETERMINING THE SATISFACTION OF THE CONDITIONS SET
FORTH IN SECTIONS 9.01 AND 10.01, RESPECTIVELY, AND THE ACCURACY OF THE
REPRESENTATIONS AND WARRANTIES OF EACH PARTY CONTAINED IN THIS AGREEMENT, THE
SCHEDULES SHALL BE DEEMED TO INCLUDE THE INFORMATION CONTAINED THEREIN ON THE
CLOSING DATE, AS SUCH SCHEDULES MAY BE SUPPLEMENTED OR AMENDED IN ACCORDANCE
WITH SECTION 7.12(A) ABOVE.
7.13
TAX MATTERS.
(A)
THE PARTIES AGREE THAT AFTER THE CLOSING DATE, SELLER SHALL HAVE
THE RIGHT TO REVIEW DRAFTS OF AND APPROVE (WHICH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD) ALL TAX RETURNS OF THE COMPANY RELATING TO TAXABLE
PERIODS ENDING (I) ON OR BEFORE THE CLOSING DATE AND (II) AFTER THE CLOSING
DATE, WHICH ENCOMPASS PERIODS PRIOR TO THE CLOSING DATE.
COPIES OF EACH DRAFT
TAX RETURN SHALL BE DELIVERED TO SELLER AT LEAST TWENTY (20) DAYS PRIOR TO THE
PROPOSED FILING DATE THEREOF.
IF SELLER DOES NOT GIVE PURCHASER NOTICE OF ANY
OBJECTION TO SUCH DRAFT WITHIN FIVE (5) DAYS OF RECEIPT OF THE DRAFT, SELLER
SHALL BE DEEMED TO HAVE APPROVED SUCH DRAFT.
PURCHASER SHALL, AND SHALL CAUSE
THE COMPANY TO, COOPERATE WITH SELLER IN THE REVIEW OF ALL SUCH TAX RETURNS AND
IN CONNECTION THEREWITH PROVIDE SELLER AND ITS ACCOUNTANTS, ATTORNEYS AND OTHER
REPRESENTATIVES REASONABLE ACCESS TO ANY AND ALL BOOKS, RECORDS AND DATA WITH
RESPECT TO THE COMPANY RELEVANT TO SUCH TAX RETURNS, INCLUDING, WITHOUT
LIMITATION, FINANCIAL STATEMENTS, MANAGEMENT ACCOUNTS AND WORK PAPERS OF THE
COMPANY'S ACCOUNTING DEPARTMENT AND THE COMPANY'S INDEPENDENT ACCOUNTANTS.
(B)
IN THE EVENT OF A DISPUTE WITH RESPECT TO ANY SUCH TAX RETURN,
PURCHASER AND SELLER SHALL ATTEMPT TO RECONCILE THEIR DIFFERENCES.
IF PURCHASER
AND SELLER ARE UNABLE TO DO SO WITHIN TEN (10) DAYS, PURCHASER AND SELLER SHALL
SUBMIT THE DISPUTED ITEMS FOR RESOLUTION TO THE REVIEW FIRM, WHICH, WITHIN
FIFTEEN (15) DAYS FROM SUCH SUBMISSION, SHALL DETERMINE AND REPORT TO THE
PARTIES UPON SUCH DISPUTED ITEMS, AND SUCH REPORT SHALL BE FINAL, BINDING AND
CONCLUSIVE ON THE PARTIES HERETO AND SUCH TAX RETURN SHALL BE FILED ON A BASIS
WHICH REFLECTS SUCH REPORT.
IN ACTING