REASONABLE BEST EFFORTS TO
OBTAIN ANY CERTIFICATE OR OTHER DOCUMENT FROM ANY GOVERNMENTAL ENTITY OR ANY
OTHER PERSON AS MAY BE NECESSARY TO MITIGATE, REDUCE OR ELIMINATE
25
ANY TAX THAT COULD BE IMPOSED (INCLUDING, BUT NOT LIMITED TO, WITH RESPECT TO
THE TRANSACTIONS CONTEMPLATED HEREBY).
NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THIS SECTION 6.7 SELLER, IN ITS SOLE DISCRETION, SHALL HAVE NO OBLIGATION TO
DISCLOSE ANY CONFIDENTIAL OR PROPRIETARY INFORMATION TO BUYER, AND SHALL HAVE
THE RIGHT TO DELIVER ANY INFORMATION OR DOCUMENTATION REQUESTED PURSUANT TO THIS
SECTION 6.7 IN REDACTED FORM TO THE EXTENT SUCH INFORMATION OR DOCUMENTATION IS
NOT RELATED SOLELY TO GPAA AND LDMA.
(C)
NOTICES.
SELLER SHALL PROMPTLY NOTIFY BUYER IN
WRITING UPON RECEIPT BY SELLER OF NOTICE OF ANY PENDING OR THREATENED FEDERAL,
STATE, LOCAL OR FOREIGN TAX AUDITS OR ASSESSMENTS RELATING TO THE INCOME,
PROPERTIES OR OPERATIONS OF SELLER THAT REASONABLY MAY BE EXPECTED TO RELATE TO
GPAA AND LDMA, AND BUYER SHALL PROMPTLY NOTIFY SELLER IN WRITING UPON RECEIPT BY
BUYER OF NOTICE OF ANY PENDING OR THREATENED FEDERAL, STATE, LOCAL OR FOREIGN
TAX AUDITS OR ASSESSMENTS RELATING TO THE INCOME, PROPERTIES OR OPERATIONS OF
BUYER THAT REASONABLY MAY BE EXPECTED TO RELATE TO GPAA AND LDMA FOR WHICH
SELLER COULD BE LIABLE.
(D)
AUDITS.
SELLER, OUTDOOR CHANNEL HOLDINGS, INC.,
SHALL NOT SETTLE ANY AUDIT IN A MANNER THAT WOULD ADVERSELY AFFECT BUYER, GPAA
OR LDMA AND ITS SUBSIDIARIES WITHOUT THE PRIOR WRITTEN CONSENT OF BUYER, WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
(E)
CHARACTERIZATION OF PAYMENTS.
EXCEPT AS
OTHERWISE PROVIDED IN THIS AGREEMENT, ANY PAYMENTS MADE TO ANY BUYER INDEMNIFIED
PARTY PURSUANT TO SECTION 8.3 SHALL CONSTITUTE AN ADJUSTMENT OF THE
CONSIDERATION PAID FOR THE SECURITIES FOR TAX PURPOSES AND SHALL BE TREATED AS
SUCH BY BUYER AND SELLER ON THEIR TAX RETURNS TO THE EXTENT PERMITTED BY LAW.
(F)
TAX SHARING AGREEMENTS.
ANY TAX-SHARING
AGREEMENT OR SIMILAR AGREEMENTS WITH RESPECT TO OR INVOLVING SELLER AND EITHER
GPAA OR LDMA SHALL BE TERMINATED AS OF THE CLOSING DATE AND, AFTER THE CLOSING
DATE, NEITHER GPAA NOR LDMA SHALL BE BOUND THEREBY OR HAVE ANY LIABILITY
THEREUNDER.
(G)
CODE SECTION 338(H)(10) ELECTION.
AT BUYER'S
OPTION, SELLER AND BUYER SHALL JOIN IN AN ELECTION TO HAVE THE PROVISIONS OF
SECTION 338(H)(10) OF THE CODE, AND SIMILAR PROVISIONS OF APPLICABLE STATE LAW
("SECTION 338(H)(10) ELECTIONS") APPLY TO THE ACQUISITION OF THE LDMA STOCK.
THE PARTIES SHALL INCLUDE ANY INCOME, GAIN, LOSS, DEDUCTION, OR OTHER TAX ITEM
RESULTING FROM THE SECTION 338(H)(10) ELECTION ON THEIR TAX RETURNS TO THE
EXTENT REQUIRED BY APPLICABLE LAW.
(H)
ALLOCATION OF PURCHASE PRICE.
THE PARTIES AGREE
TO ALLOCATE THE PURCHASE PRICE AMONG THE PURCHASED ASSETS, INCLUDING THE ASSETS
DEEMED ACQUIRED IN THE EVENT BUYER ELECTS TO MAKE SECTION 338(H)(10) ELECTIONS
IN ACCORDANCE WITH ABOVE.
THE ALLOCATION OF THE PURCHASE PRICE IS INTENDED TO
COMPLY WITH THE REQUIREMENTS OF SECTION 1060 OF THE CODE AND THE TREASURY
REGULATIONS PROMULGATED THEREUNDER (AND ANY SIMILAR PROVISION OF STATE