Seller shall be entitled to any refund of Taxes to the extent that such
refund relates to a Tax liability paid or caused to be paid by Seller or that is
otherwise the responsibility of Seller under this Section 11.3(c).
(D)
BUYER SHALL, EXCEPT TO THE EXTENT THAT SUCH
TAXES ARE THE RESPONSIBILITY OF SELLER UNDER SECTION 11.3(C), BE RESPONSIBLE
FOR, PAY OR CAUSE TO BE PAID, AND INDEMNIFY SELLER AND ITS AFFILIATES (OTHER
THAN COMPANY AND COMPANY SUBSIDIARIES) (EACH A "SELLER TAX INDEMNITEE") AND HOLD
EACH SELLER TAX INDEMNITEE HARMLESS FROM AND AGAINST ALL TAXES IMPOSED UPON OR
RELATING TO COMPANY AND COMPANY SUBSIDIARIES.
BUYER SHALL BE ENTITLED TO ANY
REFUNDS RELATING TO COMPANY AND COMPANY SUBSIDIARIES EXCEPT TO THE EXTENT THAT
SELLER IS ENTITLED TO SUCH REFUND UNDER SECTION 11.3(C) OR SECTION 11.3(K).
(E)
SELLER SHALL PREPARE AND FILE OR CAUSE TO
BE PREPARED AND FILED (INCLUDING CAUSING COMPANY TO CONTINUE TO PREPARE AND FILE
THOSE TAX RETURNS THAT COMPANY HAS HISTORICALLY PREPARED IN THE ORDINARY COURSE
OF ITS BUSINESS) (I) ALL UNITED STATES CONSOLIDATED FEDERAL INCOME TAX RETURNS
FOR THE AFFILIATED GROUP OF WHICH SELLER IS THE COMMON PARENT, (II) ANY TAX
RETURN WHICH INCLUDES SELLER OR ANY OTHER MEMBER OF THE SELLER GROUP (INCLUDING
ANY STATE INCOME TAX RETURNS FILED ON A CONSOLIDATED BASIS), (III) ANY TAX
RETURN DUE ON OR BEFORE THE CLOSING DATE, AND (IV) ANY OTHER TAX RETURN ON WHICH
TAXES THAT ARE THE RESPONSIBILITY OF SELLER, OR REFUNDS TO WHICH SELLER IS
ENTITLED, UNDER SECTION 11.3(C) ARE REPORTABLE.
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(F)
BUYER SHALL, EXCEPT TO THE EXTENT THAT
SUCH TAX RETURNS ARE THE RESPONSIBILITY OF SELLER UNDER SECTION 11.3(E), FILE OR
CAUSE TO BE FILED ALL TAX RETURNS WITH RESPECT TO COMPANY AND COMPANY
SUBSIDIARIES.
(G)
AS SOON AS PRACTICABLE, BUT IN ANY EVENT
WITHIN 30 DAYS AFTER BUYER'S OR SELLER'S REQUEST, AS THE CASE MAY BE, FROM AND
AFTER THE CLOSING DATE, BUYER AND SELLER SHALL COOPERATE AND SHALL DELIVER TO
EACH OTHER SUCH INFORMATION AND DATA CONCERNING COMPANY AND COMPANY SUBSIDIARIES
AND MAKE AVAILABLE SUCH KNOWLEDGEABLE EMPLOYEES OF COMPANY AND COMPANY
SUBSIDIARIES AS EITHER PARTY MAY REQUEST, INCLUDING PROVIDING THE INFORMATION
AND DATA REQUIRED TO COMPLETE AND FILE ALL TAX RETURNS WHICH SELLER OR BUYER MAY
BE REQUIRED TO FILE WITH RESPECT TO COMPANY AND COMPANY SUBSIDIARIES OR TO
RESPOND TO AUDITS BY ANY TAXING AUTHORITY WITH RESPECT TO COMPANY AND COMPANY
SUBSIDIARIES, AND TO OTHERWISE ENABLE THE PARTIES TO SATISFY THEIR ACCOUNTING,
TAX AND OTHER LEGITIMATE REQUIREMENTS.
SUCH COOPERATION AND INFORMATION SHALL
INCLUDE DESIGNATION OF AN OFFICER OF SELLER AS AN OFFICER OF COMPANY OR ANY OF
COMPANY SUBSIDIARIES FOR THE PURPOSE OF SIGNING TAX RETURNS AND DEFENDING AUDITS
AND PROMPTLY FORWARDING COPIES OF APPROPRIATE NOTICES AND FORMS OR OTHER
COMMUNICATIONS RECEIVED FROM OR SENT TO ANY TAXING AUTHORITY WHICH RELATE TO
COMPANY OR COMPANY SUBSIDIARIES, AND PROVIDING COPIES OF ALL RELEVANT TAX
RETURNS, TOGETHER WITH ACCOMPANYING SCHEDULES AND RELATED WORK PAPERS, DOCUMENTS
RELATING TO RULINGS OR OTHER DETERMINATIONS