MATTER, AND BUYER SHALL NOT
RESOLVE (WHETHER BY DISCHARGE, SETTLEMENT, COMPROMISE OR OTHER DISPOSITION) ANY
BUYER TAX MATTER WITHOUT OBTAINING THE PRIOR WRITTEN CONSENT OF THE SELLER
PARENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED, OR
DELAYED.
SELLER PARENT SHALL HAVE THE RIGHT TO PARTICIPATE IN, AND JOINTLY
CONTROL WITH BUYER, ANY TAX MATTER THAT RELATES TO THE SM CONVERSION (A
"CONVERSION TAX MATTER").
SUCH PARTICIPATION AND CONTROL SHALL INCLUDE THE
RIGHT TO ATTEND CONFERENCES WITH TAXING AUTHORITIES, BEING PROVIDED WITH A
REASONABLE OPPORTUNITY TO COMMENT BEFORE SUBMITTING ANY WRITTEN MATERIALS TO
TAXING AUTHORITIES AND MAKING JOINT DECISIONS WITH RESPECT TO SIGNIFICANT
ACTIONS, INCLUDING WITH RESPECT TO SETTLEMENT, COMPROMISE OR OTHER DISPOSITION
OF A CONVERSION TAX MATTER. NOTWITHSTANDING ANY OTHER PROVISION IN THIS
SECTION 7.8.4 TO THE CONTRARY, SUMITOMO, AND NOT THE SELLER PARENT OR BUYER,
SHALL HAVE THE RIGHT TO REPRESENT THE INTERESTS OF SUPER MEDIA IN ANY TAX MATTER
FOR WHICH SUMITOMO IS INDEMNIFYING SUPER MEDIA PURSUANT TO THE REDEMPTION
AGREEMENT TO THE
29
EXTENT ESTABLISHED IN SUCH AGREEMENT. THE PROVISIONS IN THIS SECTION 7.8.4 SHALL
GOVERN THE RIGHTS OF SELLER PARENT AND BUYER TO CONTROL AND PARTICIPATE IN ANY
TAX MATTERS NOTWITHSTANDING ANY CONTRARY PROVISION IN SECTION 8.9.
7.8.5
WITHOUT THE SELLER PARENT'S PRIOR WRITTEN CONSENT,
WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED, THE
BUYER SHALL NOT AND IT SHALL NOT PERMIT OR CAUSE THE TARGET COMPANIES OR SUPER
MEDIA TO MAKE OR CHANGE ANY TAX ELECTION, AMEND ANY TAX RETURN FOR A PRE-CLOSING
TAX PERIOD OR FOR A STRADDLE PERIOD, TAKE ANY ACTION OR ENTER INTO ANY
TRANSACTION THAT RESULTS IN ANY INCREASED TAX LIABILITY OF THE SELLER PARENT OR
ITS AFFILIATES OR THAT WOULD INCREASE THE INDEMNIFICATION OBLIGATION OF THE
SELLER PARENT UNDER THIS AGREEMENT UNLESS SUCH ELECTION, AMENDMENT, ACTION OR
TRANSACTION IS REQUIRED BY APPLICABLE LAW.
7.8.6
IF REQUESTED BY SELLER PARENT, BUYER AND SELLER PARENT
SHALL FURNISH OR CAUSE TO BE FURNISHED TO EACH OTHER, AS PROMPTLY AS
PRACTICABLE, SUCH INFORMATION AND ASSISTANCE RELATING TO THE TARGET COMPANIES
AND SUPER MEDIA AS IS REASONABLY NECESSARY FOR THE PREPARATION AND FILING OF ANY
TAX RETURN, CLAIM FOR REFUND OR OTHER FILINGS RELATING TO TAX MATTERS, FOR THE
PREPARATION FOR ANY TAX AUDIT, FOR THE PREPARATION FOR ANY TAX PROTEST, FOR THE
PROSECUTION OR DEFENSE OF ANY SUIT OR OTHER PROCEEDING RELATING TO TAX MATTERS.
BUYER SHALL USE REASONABLE EFFORTS TO ASSIST SELLER PARENT IN OBTAINING
INFORMATION AND ASSISTANCE REASONABLY NECESSARY FOR SELLER PARENT AND ITS
AFFILIATES TO MAKE ANY FILINGS WITH APPLICABLE TAXING AUTHORITIES THAT MAY BE
NECESSARY AS A RESULT OF THEIR DIRECT OR INDIRECT OWNERSHIP OF J:COM THROUGH THE
CLOSING DATE INCLUDING, WITHOUT LIMITATION, INFORMATION AND ASSISTANCE
REASONABLY NECESSARY TO PREPARE AND FILE U.S. INTERNAL REVENUE SERVICE FORM 5471
RELATING TO THE STATUS OF J:COM AS A CFC AND FILINGS TO CLAIM TAX-CREDITS UNDER
SECTION 902 OF THE CODE.
7.8.7
ANY TAX REFUND, CREDIT OR SIMILAR BENEFIT, INCLUDING
ANY INTEREST PAID OR CREDITED WITH RESPECT THERETO ("TAX