THE OTHER PARTY SO REQUESTS.
THE BUYER OR SELLER, AS THE
CASE MAY BE, SHALL ALLOW THE OTHER PARTY TO TAKE POSSESSION OF SUCH BOOKS AND
RECORDS.
BUYER AND SELLER 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 WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY).
(D)
EXCEPT AS SET FORTH IN SECTION 3.4(A) HEREIN, ALL TRANSFER,
DOCUMENTARY, SALES, USE, STAMP, REGISTRATION AND OTHER SUCH TAXES AND FEES
(INCLUDING ANY PENALTIES AND INTEREST) AS A RESULT OF THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREIN SHALL BE PAID BY SELLER WHEN DUE, AND SELLER
SHALL, 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.
7.2.
CONTROVERSIES.
(A)
THE BUYER SHALL PROMPTLY NOTIFY THE SELLER IN WRITING UPON RECEIPT
BY THE BUYER OR ANY AFFILIATE OF THE BUYER (INCLUDING THE COMPANY AFTER THE
CLOSING DATE) OF WRITTEN NOTICE OF ANY INQUIRIES, CLAIMS, ASSESSMENTS, AUDITS OR
SIMILAR EVENTS WITH RESPECT TO TAXES RELATING TO A TAXABLE PERIOD ENDING PRIOR
TO THE CLOSING DATE FOR WHICH THE SELLER MAY BE LIABLE UNDER THIS AGREEMENT (ANY
SUCH INQUIRY, CLAIM, ASSESSMENT, AUDIT OR SIMILAR EVENT, A "TAX MATTER").
THE
SELLER, AT ITS SOLE EXPENSE, SHALL HAVE THE AUTHORITY TO REPRESENT THE INTERESTS
OF THE COMPANY WITH RESPECT TO ANY TAX MATTER BEFORE ANY TAXING AUTHORITY, ANY
OTHER GOVERNMENTAL AGENCY OR AUTHORITY OR ANY COURT AND SHALL HAVE THE SOLE
RIGHT TO CONTROL THE DEFENSE, COMPROMISE OR OTHER RESOLUTION OF ANY TAX MATTER,
INCLUDING RESPONDING TO INQUIRIES, FILING TAX RETURNS AND CONTESTING, DEFENDING
AGAINST AND RESOLVING ANY ASSESSMENT FOR ADDITIONAL TAXES OR NOTICE OF TAX
DEFICIENCY OR OTHER ADJUSTMENT OF TAXES OF, OR RELATING TO, A TAX MATTER.
NEITHER THE BUYER NOR ANY OF ITS AFFILIATES SHALL ENTER INTO ANY SETTLEMENT OF
OR OTHERWISE COMPROMISE ANY TAX
45
MATTER THAT AFFECTS OR MAY AFFECT THE TAX LIABILITY OF THE SELLER AND THE
COMPANY OF THE FOREGOING FOR ANY PERIOD ENDING AFTER THE CLOSING DATE, WHICH
INCLUDES A PORTION OF A PERIOD BEGINNING BEFORE THE CLOSING DATE AND ENDING
AFTER THE CLOSING DATE (THE "OVERLAP PERIOD"), WITHOUT THE PRIOR WRITTEN CONSENT
OF THE SELLER, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, DELAYED OR
CONDITIONED.
THE PARTIES HERETO SHALL KEEP THE OTHER FULLY AND TIMELY INFORMED
WITH RESPECT TO THE COMMENCEMENT, STATUS AND NATURE OF ANY TAX MATTER.
(B)
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 7.2, THE BUYER SHALL
HAVE THE SOLE RIGHT TO CONTROL ANY AUDIT OR EXAMINATION BY ANY TAXING AUTHORITY,
INITIATE ANY CLAIM FOR REFUND OR AMEND ANY TAX RETURN, AND CONTEST, RESOLVE AND
DEFEND AGAINST ANY ASSESSMENT FOR ADDITIONAL TAXES, NOTICE OF TAX DEFICIENCY OR
OTHER ADJUSTMENT OF TAXES OF, OR RELATING TO, THE INCOME, ASSETS OR OPERATIONS
OF THE COMPANY FOR ALL