TAX RETURN OR CLAIM FOR REFUND FOR A PRE-CLOSING PERIOD
WITHOUT THE STOCKHOLDER'S CONSENT, WHICH MAY BE WITHHELD IN ITS SOLE
DISCRETION.
THE SURVIVING CORPORATION SHALL NOT CARRY BACK, AND PARENT SHALL
CAUSE THE SURVIVING CORPORATION NOT TO CARRY BACK, ANY NET OPERATING LOSS,
CAPITAL LOSS OR TAX CREDIT FROM A TAX RETURN THAT IS FOR OR INCLUDES A PERIOD
BEGINNING AFTER THE CLOSING DATE TO A TAX RETURN FOR THE CONSOLIDATED GROUP OF
WHICH THE STOCKHOLDER IS THE COMMON PARENT.
ERNST & YOUNG LLP HAS BEEN ENGAGED
TO PREPARE THE COMPANY'S STATE INCOME AND FRANCHISE TAX RETURNS FOR THE YEAR
ENDING DECEMBER 31, 2005.
(B)
THE PARTIES AGREE AND ACKNOWLEDGE THAT THE STOCKHOLDER SHALL BE
ENTITLED TO THE TAX REFUND (INCLUDING INTEREST) ATTRIBUTABLE TO THE CARRYBACK OF
THE CAPITAL LOSS, ESTIMATED TO BE $2,607,511, ARISING FROM THE SALE OF THE STOCK
OF MIDWEST METALLURGICAL BY THE COMPANY.
8.9
COOPERATION AND EXCHANGE OF INFORMATION.
AS SOON AS PRACTICABLE
AFTER THE CLOSING DATE, BUT NO LATER THAN SEVENTY-FIVE (75) DAYS THEREAFTER, THE
STOCKHOLDER WILL CAUSE TO BE DELIVERED TO PARENT ALL OF THE ORIGINAL BOOKS AND
RECORDS OF THE COMPANY RELATING TO TAXES
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WHICH ARE IN ITS POSSESSION.
THE STOCKHOLDER AND PARENT AGREE TO FURNISH OR TO
CAUSE TO BE FURNISHED TO EACH OTHER, UPON REQUEST, AS PROMPTLY AS PRACTICABLE,
SUCH INFORMATION (INCLUDING ACCESS TO BOOKS AND RECORDS) AND SUCH OTHER
COOPERATION AND ASSISTANCE RELATING TO THE COMPANY AND/OR THE SURVIVING
CORPORATION AS IS REASONABLY NECESSARY TO COMPLETE AND TO FILE ANY TAX RETURNS,
RESPOND TO AUDITS, OBTAIN REFUNDS, VERIFY ISSUES AND NEGOTIATE SETTLEMENTS WITH
TAX AUTHORITIES, OR DEFEND OR PROSECUTE ANY CLAIMS.
8.10
TRANSFER TAXES; REAL PROPERTY TAXES; SALES TAXES.
EACH OF PARENT
AND THE STOCKHOLDER SHALL PAY AN EQUAL PORTION OF ALL TRANSFER, REAL PROPERTY,
GAINS, EXCISE, SALES, VALUE ADDED, USE, GOODS AND SERVICES, REGISTRATION,
RECORDING, CONVEYANCE AND ANY OTHER SIMILAR TAXES OR FEES AND ALL DOCUMENTARY OR
OTHER STAMP TAXES, ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT.
8.11
UNDERTAKINGS WITH RESPECT TO ASBESTOS-RELATED LITIGATION.
(A)
FOLLOWING THE CLOSING DATE, PARENT SHALL, AND SHALL CAUSE THE
SURVIVING CORPORATION TO, (I) MANAGE THE ASBESTOS-RELATED LITIGATION IN A MANNER
CONSISTENT WITH THE COMPANY'S CURRENT PRACTICES PRIOR TO THE CLOSING, (II)
MITIGATE AND DEFEND AGAINST ALL CLAIMS, CAUSES OF ACTIONS AND DEMANDS ALLEGED OR
ASSERTED AGAINST THE STOCKHOLDER OR THE COMPANY IN ANY ASBESTOS-RELATED
LITIGATION IN A MANNER CONSISTENT WITH THE CURRENT PRACTICES OF THE COMPANY
PRIOR TO THE CLOSING, AND (III) KEEP THE STOCKHOLDER FULLY APPRISED FROM TIME TO
TIME OF ALL MATERIAL DEVELOPMENTS WITH RESPECT TO THE ASBESTOS-RELATED
LITIGATION, INCLUDING, WITHOUT LIMITATION, BY DELIVERY TO THE STOCKHOLDER OF
QUARTERLY REPORTS IN REASONABLE DETAIL.
IN THIS REGARD, PARENT SHALL (AND SHALL
CAUSE THE SURVIVING CORPORATION TO), IN A MANNER CONSISTENT WITH THE CURRENT
PRACTICES OF THE COMPANY PRIOR TO THE CLOSING, TAKE THE STEPS SET FORTH ON
SCHEDULE 8.11(A) UNTIL THE EXPIRATION OR TERMINATION OF THE ADDITIONAL ESCROW
DEPOSIT PERIOD.
BECAUSE AN
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