PRACTICE, INCLUDING PAST
PRACTICE AS TO PROVIDING SUCH INFORMATION AND AS TO THE METHOD OF COMPUTATION OF
SEPARATE TAXABLE INCOME OR OTHER RELEVANT MEASURE OF INCOME OF MOREX.
THK AND
THE MOREX SURVIVING LLC SHALL CAUSE THE TAX PACKAGE TO BE DELIVERED TO THE
MEMBERS WITHIN 60 DAYS AFTER THE CLOSING DATE.
10.2
CONTEST PROVISIONS.
(a)
THK shall promptly notify the Members in writing upon receipt by
THK, the Morex Surviving LLC or any of their respective Affiliates of notice of
any pending or threatened federal, state, local or foreign Tax audits,
examinations or assessments which might affect the Tax liabilities for which the
Members may be liable pursuant to Section 10.1 and Article IX.
(B)
THE MEMBERS SHALL HAVE THE RIGHT TO REPRESENT MOREX' INTERESTS IN
ANY TAX AUDIT OR ADMINISTRATIVE OR COURT PROCEEDING RELATING TO TAXABLE PERIODS
ENDING ON OR BEFORE THE CLOSING DATE, AND TO EMPLOY COUNSEL OF ITS CHOICE AT ITS
EXPENSE; PROVIDED, HOWEVER, THAT THE MEMBERS SHALL HAVE NO RIGHT TO REPRESENT
MOREX' INTERESTS IN ANY TAX AUDIT OR ADMINISTRATIVE OR COURT PROCEEDING UNLESS
THE MEMBERS SHALL HAVE FIRST NOTIFIED THK IN WRITING OF THE MEMBERS' INTENTION
TO DO SO AND SHALL HAVE AGREED WITH THK IN WRITING THAT, AS BETWEEN THK AND THE
MEMBERS, THE MEMBERS SHALL BE LIABLE FOR ANY TAXES THAT RESULT FROM ANY AUDIT OR
PROCEEDING.
THE MOREX SURVIVING LLC AND ITS REPRESENTATIVES SHALL HAVE THE
RIGHT TO FULLY PARTICIPATE AT THEIR EXPENSE IN ANY AUDIT OR PROCEEDING AND TO
CONSENT TO ANY SETTLEMENT WHICH AFFECTS A TAX PERIOD OR STRADDLE PERIOD ENDING
AFTER THE CLOSING DATE.
THK SHALL HAVE THE SOLE RIGHT TO DEFEND MOREX WITH
RESPECT TO ANY ISSUE ARISING WITH RESPECT TO ANY TAX AUDIT OR ADMINISTRATIVE OR
COURT PROCEEDING RELATING TO TAXABLE PERIODS ENDING ON OR BEFORE THE CLOSING
DATE TO THE EXTENT THK SHALL HAVE AGREED IN WRITING TO FOREGO ANY
INDEMNIFICATION UNDER THIS AGREEMENT WITH RESPECT TO THE ISSUE.
NOTWITHSTANDING
THE FOREGOING, THE MEMBERS SHALL NOT BE ENTITLED TO SETTLE, EITHER
ADMINISTRATIVELY OR AFTER THE COMMENCEMENT OF LITIGATION, ANY CLAIM FOR TAXES
WHICH COULD ADVERSELY AFFECT THE LIABILITY FOR TAXES OF THK, MOREX OR ANY
AFFILIATE THEREOF FOR ANY PERIOD AFTER THE CLOSING DATE TO ANY EXTENT
(INCLUDING, BUT NOT LIMITED TO, THE IMPOSITION OF INCOME TAX DEFICIENCIES, THE
REDUCTION OF ASSET BASIS OR COST ADJUSTMENTS, THE LENGTHENING OF ANY
AMORTIZATION OR DEPRECIATION PERIODS, THE DENIAL OF AMORTIZATION OR DEPRECIATION
DEDUCTIONS, OR THE REDUCTION OF LOSS OR CREDIT CARRYFORWARDS) WITHOUT THE PRIOR
WRITTEN CONSENT OF THK, WHICH CONSENT MAY BE WITHHELD IN THE SOLE DISCRETION OF
THK UNLESS THE MEMBERS HAVE INDEMNIFIED THK IN A MANNER ACCEPTABLE TO THK
AGAINST THE EFFECTS OF ANY SUCH SETTLEMENT.
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10.3
ASSISTANCE AND COOPERATION.
AFTER THE CLOSING DATE, EACH OF THE
MEMBERS AND THK SHALL (AND CAUSE THEIR RESPECTIVE AFFILIATES TO):
(A)
ASSIST THE OTHER PARTY IN PREPARING ANY TAX RETURNS WHICH SUCH
OTHER PARTY IS RESPONSIBLE FOR PREPARING AND FILING IN ACCORDANCE WITH
SECTION 10.1;
(B)