BY TAXING AUTHORITIES AND RECORDS
CONCERNING THE OWNERSHIP AND TAX BASIS OF PROPERTY, WHICH BUYER, COMPANY OR
COMPANY SUBSIDIARIES MAY POSSESS.
EACH OF SELLER, BUYER, COMPANY AND COMPANY
SUBSIDIARIES SHALL MAKE ITS EMPLOYEES AND FACILITIES AVAILABLE DURING NORMAL
BUSINESS HOURS ON A MUTUALLY CONVENIENT BASIS TO PROVIDE EXPLANATION OF ANY
DOCUMENTS OR INFORMATION PROVIDED HEREUNDER.
(H)
FOR A PERIOD OF 10 YEARS AFTER THE CLOSING
DATE (OR SUCH LONGER PERIOD AS IS REQUIRED BY LAW), BUYER SHALL, AND SHALL CAUSE
COMPANY AND COMPANY SUBSIDIARIES TO, RETAIN ALL TAX RETURNS, BOOKS AND RECORDS
(INCLUDING COMPUTER FILES) OF, OR WITH RESPECT TO THE ACTIVITIES OF,
COMPANY
AND COMPANY SUBSIDIARIES FOR ALL TAX PERIODS ENDING ON OR PRIOR TO THE CLOSING
DATE.
THEREAFTER, BUYER SHALL NOT, AND SHALL CAUSE COMPANY AND COMPANY
SUBSIDIARIES NOT TO, DISPOSE OF ANY SUCH TAX RETURNS, BOOKS OR RECORDS UNLESS IT
FIRST OFFERS SUCH TAX RETURNS, BOOKS AND RECORDS TO SELLER AND SELLER FAILS TO
ACCEPT SUCH OFFER WITHIN 60 DAYS OF ITS BEING MADE.
(I)
BUYER AND SELLER SHALL, AND SHALL CAUSE
THEIR RESPECTIVE SUBSIDIARIES TO, COOPERATE IN THE PREPARATION OF ALL TAX
RETURNS RELATING IN WHOLE OR IN PART TO TAX PERIODS ENDING ON OR BEFORE THE
CLOSING DATE THAT ARE REQUIRED TO BE FILED AFTER SUCH DATE AND ALL TAX RETURNS
FOR TAX PERIODS BEGINNING BEFORE THE CLOSING DATE AND ENDING AFTER THE CLOSING
DATE; PROVIDED THAT SELLER SHALL HAVE THE SOLE AUTHORITY TO MAKE ALL
DETERMINATIONS AND ELECTIONS WITH RESPECT TO SUCH TAX RETURNS TO THE EXTENT SUCH
DETERMINATIONS AND ELECTIONS MAY AFFECT THE AMOUNT OF TAXES FOR WHICH SELLER IS
LIABLE.
ANY STATE INCOME TAX RETURN THAT IS NOT A CONSOLIDATED, COMBINED OR
UNITARY TAX RETURN OF COMPANY OR ANY COMPANY SUBSIDIARY AND ANY OTHER TAX RETURN
OF COMPANY OR ANY COMPANY SUBSIDIARY, IN EACH CASE, FOR ANY TAX PERIOD, OR
PORTION THEREOF, ENDING ON OR PRIOR TO THE CLOSING DATE, SHALL BE PREPARED IN A
MANNER CONSISTENT WITH PAST PRACTICES OF SELLER.
(J)
BUYER SHALL PROMPTLY NOTIFY SELLER UPON
RECEIPT BY BUYER OR ANY OF ITS AFFILIATES OF NOTICE OF ANY CLAIM, ASSESSMENT OR
DISPUTE RELATING TO ANY TAX PROCEEDING WHICH SELLER IS ENTITLED TO CONTROL
HEREUNDER AND SHALL PROMPTLY FORWARD TO SELLER ANY COMMUNICATIONS
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RECEIVED FROM OR SENT TO ANY TAXING AUTHORITY IN CONNECTION WITH ANY SUCH TAX
PROCEEDING.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, SELLER SHALL HAVE THE RIGHT TO CONTROL, CONTEST, RESOLVE AND DEFEND
ANY TAX PROCEEDING (INCLUDING HAVING THE RIGHT TO DETERMINE WHETHER AND WHEN TO
SETTLE ANY TAX PROCEEDING) WHICH MAY AFFECT THE AMOUNT OF TAXES FOR WHICH SELLER
IS LIABLE (OR REFUNDS TO WHICH SELLER IS ENTITLED) HEREUNDER OR OTHERWISE,
PROVIDED, HOWEVER, THAT, TO THE EXTENT THAT SUCH TAX PROCEEDING MAY REASONABLY
BE EXPECTED TO AFFECT A MATERIAL AMOUNT OF TAXES FOR WHICH BUYER IS LIABLE (OR
REFUNDS TO WHICH BUYER IS ENTITLED) HEREUNDER, SELLER SHALL KEEP BUYER INFORMED
IN A TIMELY MANNER OF ALL MATERIAL ACTIONS TAKEN OR PROPOSED TO