THAT INCLUDE THE CLOSING.
5.7.4
WITHOUT LIMITING THE FOREGOING, AFTER THE CLOSING, SELLER AND
PURCHASER SHALL:
(I)
ASSIST (AND CAUSE THEIR RESPECTIVE AFFILIATES TO ASSIST) THE
OTHER IN PREPARING ANY TAX RETURNS WHICH SUCH OTHER PERSON IS RESPONSIBLE FOR
PREPARING AND FILING IN ACCORDANCE WITH THIS SECTION 5.7;
(II)
COOPERATE FULLY, AS AND TO THE EXTENT REASONABLY REQUESTED BY THE
OTHER PARTY, IN CONNECTION WITH THE PREPARATION OF THE TAX RETURNS PURSUANT TO
THIS SECTION 5.7 AND IN CONNECTION WITH ANY STEPS OR PROCEDURES REQUIRED TO BE
UNDERTAKEN IN COMPLIANCE WITH SECTIONS 856 THROUGH 860 OF THE CODE AND THE
TREASURY REGULATIONS PROMULGATED THEREUNDER;
41
(III)
COOPERATE FULLY IN PREPARING FOR ANY AUDITS OF, OR LITIGATION,
ADMINISTRATIVE OR OTHER PROCEEDINGS AND ANY OTHER DISPUTES WITH TAXING
AUTHORITIES REGARDING ANY TAX RETURNS WITH RESPECT TO THE TRANSFERRED COMPANIES
OR THE PROPERTY MANAGERS OR OTHERWISE WITH RESPECT TO TAXES THAT MAY BE IMPOSED
UPON OR OTHERWISE PAYABLE BY THE TRANSFERRED COMPANIES OR THE PROPERTY MANAGERS;
(IV)
MAKE AVAILABLE TO THE OTHER PARTY AND TO ANY GOVERNMENTAL ENTITY
AS REASONABLY REQUESTED ALL INFORMATION, RECORDS, AND DOCUMENTS OF THE
TRANSFERRED COMPANIES AND THE PROPERTY MANAGERS RELATING TO TAXES;
(V)
PROVIDE TIMELY NOTICE TO THE OTHER PARTY IN WRITING OF ANY PENDING
OR THREATENED TAX AUDITS OR ASSESSMENTS WITH RESPECT TO THE TRANSFERRED
COMPANIES OR THE PROPERTY MANAGERS FOR TAXABLE PERIODS FOR WHICH SUCH OTHER
PARTY MAY HAVE A LIABILITY FOR TAXES UNDER THIS AGREEMENT;
(VI)
FURNISH EACH OTHER WITH COPIES OF ALL CORRESPONDENCE RECEIVED FROM
ANY GOVERNMENTAL ENTITY IN CONNECTION WITH ANY TAX AUDIT OR INFORMATION REQUEST
WITH RESPECT TO ANY TAXABLE PERIOD FOR WHICH THE OTHER PARTY MAY HAVE A
LIABILITY FOR TAXES UNDER THIS AGREEMENT;
(VII)
PROVIDE THE OTHER PARTY WITH TIMELY NOTICE OF THE COMMENCEMENT OF
ANY AUDIT BY ANY GOVERNMENTAL ENTITY OR OF ANY JUDICIAL PROCEEDING INVOLVING A
GOVERNMENTAL ENTITY THAT RELATES TO ANY LIABILITY FOR TAXES, OR ANY TRANSACTION
OR ACTIVITY OF THE TRANSFERRED COMPANIES OR THE PROPERTY MANAGERS FOR WHICH THE
OTHER MAY HAVE A LIABILITY FOR TAXES UNDER THIS AGREEMENT;
(VIII)
AS APPLICABLE, PREPARE AND/OR FILE, OR CAUSE TO BE PREPARED AND/OR
FILED, ALL TAX RETURNS, ALL SUCH TAX RETURNS TO BE PREPARED IN A MANNER
CONSISTENT WITH THE PRIOR TAX RETURNS AS TO ALL CONTINUING ELECTIONS,
CHARACTERIZATIONS AND OTHER MATTERS AND, TO THE EXTENT APPLICABLE, THE STRUCTURE
AND INTENT OF THE RELEVANT UNDERLYING DOCUMENTS AND THIS AGREEMENT AND OTHERWISE
IN ACCORDANCE WITH APPLICABLE LAW.
Notwithstanding anything in this Section 5.7.4 or in Section 5.5.3 to the
contrary, all aspects of any audit, litigation or other proceeding with respect
to taxes attributable to a taxable year ending before January 1, 2007 shall be
controlled by and be the sole responsibility of the Seller. All aspects of any
audit, litigation or other proceeding with respect to taxes attributable to a
taxable year commencing on or after January 1, 2007 shall be controlled by and
be the sole responsibility of the Purchaser, unless the audit, litigation or
other