INCOME TAX RETURNS FOR THE
TAXABLE YEAR ENDING ON DECEMBER 31, 2006, EXCEPT, IN THE CASE OF CLAUSE (I) OR
CLAUSE (II), AS MAY BE REQUIRED BY LAW OR GAAP;
(H)
ENTER INTO, OR BECOME OBLIGATED UNDER, ANY INDIVIDUAL CONTRACT, LEASE,
AGREEMENT, ARRANGEMENT OR COMMITMENT INVOLVING CONSIDERATION IN EXCESS OF
$250,000 AT ANY TIME OR DURING ANY YEAR, OR TERMINATE OR OTHERWISE CHANGE, AMEND
OR MODIFY IN ANY MATERIAL RESPECT, OR TERMINATE OR CANCEL, ANY MATERIAL CONTRACT
OR LEASE;
(I)
DIRECTLY OR INDIRECTLY ENTER INTO ANY TRANSACTION, AGREEMENT OR
ARRANGEMENT WITH ANY OF SUCH COMPANY'S MEMBERS, MANAGERS, PARTNERS, DIRECTORS,
OFFICERS OR EMPLOYEES OR ANY OF
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THEIR RESPECTIVE AFFILIATES, EXCEPT (A) IN CONNECTION WITH THE TRANSACTIONS,
(B) WITH ANY OTHER COMPANY, OR (C) WITH ANY EMPLOYEE OF ANY COMPANY IN THE
ORDINARY COURSE OF BUSINESS;
(J)
CANCEL ANY DEBTS OR WAIVE ANY CLAIMS OR RIGHTS OF SUBSTANTIAL VALUE
(INCLUDING THE CANCELLATION, COMPROMISE, RELEASE OR ASSIGNMENT OF ANY
INDEBTEDNESS OWED TO, OR CLAIMS HELD BY, SUCH COMPANY), EXCEPT FOR CANCELLATIONS
MADE OR WAIVERS GRANTED IN THE ORDINARY COURSE OF BUSINESS;
(K)
MAKE ANY LOAN OR ADVANCE TO ANY PERSON; OR
(L)
AGREE IN WRITING OR OTHERWISE TO DO ANY OF THE FOREGOING.
SECTION 5.3.
Tax Matters
(A)
COOPERATION ON TAX MATTERS.
PURCHASER AND SELLERS SHALL COOPERATE FULLY
AND ASSIST EACH OTHER (AND CAUSE THEIR RESPECTIVE AFFILIATES TO ASSIST), AS AND
TO THE EXTENT REASONABLY REQUESTED BY ANY OTHER PARTY, IN CONNECTION WITH THE
FILING OF TAX RETURNS OF THE COMPANIES AND ANY AUDIT, LITIGATION OR OTHER
PROCEEDING OR DISPUTES WITH TAXING AUTHORITIES WITH RESPECT TO ANY TAX RETURNS
OR TAXES OF THE COMPANIES.
SUCH COOPERATION SHALL INCLUDE THE RETENTION AND
(UPON THE OTHER PARTY'S REQUEST AND AT THE OTHER PARTY'S EXPENSE) THE PROVISION
OF ALL RELEVANT BOOKS, RECORDS AND INFORMATION RELATING TO TAX RETURNS OR TAXES
OF THE COMPANIES AND 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 COMPANIES, SELLERS AND PURCHASER SHALL RETAIN ALL BOOKS AND
RECORDS WITH RESPECT TO TAX MATTERS PERTINENT TO THE COMPANIES RELATING TO ANY
TAXABLE PERIOD BEGINNING BEFORE THE CLOSING DATE UNTIL THIRTY DAYS FOLLOWING THE
EXPIRATION OF THE APPLICABLE TAX STATUTE OF LIMITATIONS (INCLUDING ANY EXTENSION
THEREOF) (AND, TO THE EXTENT NOTIFIED BY PURCHASER OR SELLERS, ANY EXTENSIONS
THEREOF) OF THE RESPECTIVE TAXABLE PERIODS, AND TO ABIDE BY ALL RECORD RETENTION
AGREEMENTS ENTERED INTO WITH ANY TAXING AUTHORITY; PROVIDED, HOWEVER, THAT IN
THE EVENT A PROCEEDING HAS BEEN INSTITUTED PRIOR TO THE EXPIRATION OF THE
APPLICABLE STATUTE OF LIMITATIONS FOR WHICH THE INFORMATION MAY BE REQUESTED,
THE INFORMATION WILL BE RETAINED UNTIL THERE IS A FINAL DETERMINATION WITH
RESPECT TO SUCH PROCEEDING.
(B)
TAX SHARING AGREEMENTS.
ALL TAX SHARING AGREEMENTS OR SIMILAR AGREEMENTS
WITH RESPECT TO OR INVOLVING THE COMPANIES SHALL BE TERMINATED AS OF THE CLOSING
DATE AND, AFTER THE CLOSING DATE, NO SUCH PARTY SHALL BE BOUND THEREBY