OF
SELLER'S RIGHTS AND LIABILITIES ARISING AFTER THE CLOSING DATE UNDER THE
UNASSIGNED CONTRACTS, AND SELLER SHALL MAKE COMMERCIALLY REASONABLE EFFORTS TO
PROVIDE PURCHASER WITH THE BENEFITS OF THE UNASSIGNED CONTRACTS AT SELLER'S
COST.
(C)
IN THE EVENT THAT SELLER HAS ACQUIRED THE 50% OWNERSHIP INTEREST
IN THE PIPELINE PURSUANT TO THE PIPELINE AGREEMENTS PRIOR TO CLOSING, SELLER
SHALL ASSIGN SUCH OWNERSHIP INTEREST TO PURCHASER AT CLOSING.
14.03
AVOIDANCE OF DOUBLE WITHHOLDING TAXES.
PURCHASER AND SELLER HEREBY
ACKNOWLEDGE THAT THE STANDARD PROCEDURE DESCRIBED IN SECTION 4 OF THE REVENUE
PROCEDURE 2004-53 AS PROMULGATED BY THE IRS WITH RESPECT TO WAGE REPORTING, AND
F.I.C.A., WITHHOLDING AND SIMILAR TAX AND OTHER COLLECTIONS IS APPLICABLE TO
SELLER'S EMPLOYEES WHO BECOME EMPLOYEES OF PURCHASER OR ITS AFFILIATES.
14.04
REMOVAL OF TRADEMARKS, ETC.
AS PROMPTLY AS PRACTICABLE AFTER THE
CLOSING, AND IN NO EVENT LATER THAN THIRTY (30) DAYS AFTER THE CLOSING DATE,
PURCHASER AGREES NOT TO USE AND TO DELETE, REMOVE OR OTHERWISE OBLITERATE FROM
THE PURCHASED ASSETS ALL TRADE NAMES AND TRADEMARKS OF SELLER OR ITS AFFILIATES,
INCLUDING, BUT NOT LIMITED TO, REFERENCES TO "DPL ENERGY, LLC" AND DERIVATIVES
THEREOF, INCLUDING, WITHOUT LIMITATION, ALL LOGOS.
14.05
[INTENTIONALLY LEFT BLANK.]
14.06
TAX MATTERS.
(A)
SELLER'S RESPONSIBILITIES.
SELLER SHALL (I) TIMELY PREPARE AND
FILE WHEN DUE ANY TAX RETURN THAT IS REQUIRED TO INCLUDE THE OPERATIONS,
OWNERSHIP, ASSETS OR ACTIVITIES OF, OR RELATED TO, THE
30
Facility or the Purchased Assets for any Tax Period ending on or before the
Closing Date and (ii) pay all Taxes shown to be due on such Tax Returns or
otherwise owing (including payments in lieu of taxes or fees pursuant to the
Compensation Agreements or any Taxes for the "Straddle Period" defined below)
that are allocable to the Tax Period prior to and including the Closing Date.
(B)
PURCHASER'S RESPONSIBILITIES.
PURCHASER SHALL (I) PREPARE AND
FILE WHEN DUE ALL TAX RETURNS THAT ARE REQUIRED TO INCLUDE THE OPERATIONS,
OWNERSHIP, ASSETS OR ACTIVITIES OF, OR RELATED TO, THE FACILITY OR THE PURCHASED
ASSETS FOR ANY TAX PERIOD ENDING AFTER THE CLOSING DATE (INCLUDING THE "STRADDLE
PERIOD" AS HEREINAFTER DEFINED) AND (II) PAY ALL TAXES SHOWN TO BE DUE ON SUCH
TAX RETURNS OR OTHERWISE OWING (INCLUDING PAYMENTS IN LIEU OF TAXES OR FEES
PURSUANT TO THE COMPENSATION AGREEMENTS (TO THE EXTENT SUCH COMPENSATION
AGREEMENTS HAVE BEEN ASSIGNED TO PURCHASER UNDER SECTION 5.06) OR ANY TAXES FOR
THE "STRADDLE PERIOD" AS DEFINED BELOW) THAT ARE ALLOCABLE TO THE TAX PERIOD
AFTER THE CLOSING DATE.
(C)
STRADDLE PERIOD.
THE "STRADDLE PERIOD" IS ANY TAX PERIOD
BEGINNING BEFORE AND ENDING AFTER THE CLOSING DATE.
EXCEPT AS OTHERWISE
PROVIDED IN SECTION 14.06(D), TAXES AND PAYMENTS IN LIEU OF TAXES OR FEES
PURSUANT TO COMPENSATION AGREEMENTS FOR THE STRADDLE PERIOD SHALL BE ALLOCATED
TO SELLER AND PURCHASER, RESPECTIVELY, BY MULTIPLYING THE TOTAL AMOUNT OF SUCH
TAXES, PAYMENTS OR FEES, BY A FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF
DAYS OF THE STRADDLE PERIOD FOR WHICH EACH PARTY IS RESPONSIBLE FOR THE