AND FILE ALL TAX RETURNS REQUIRED TO BE
38
PREPARED AND FILED BY THE SHAREHOLDER PURSUANT TO SECTION 10.1(A).
THE TAX
PACKAGE SHALL BE COMPLETED IN ACCORDANCE WITH PAST PRACTICE, INCLUDING PAST
PRACTICE AS TO PROVIDING SUCH INFORMATION AND AS TO THE METHOD OF COMPUTATION OF
SEPARATE TAXABLE INCOME OR OTHER RELEVANT MEASURE OF INCOME OF RESO.
THK AND
THE RESO SURVIVING CORPORATION SHALL CAUSE THE TAX PACKAGE TO BE DELIVERED TO
THE SHAREHOLDER AS SOON AS PRACTICABLE AFTER THE CLOSING DATE.
10.2
Contest Provisions.
(A)
THK SHALL PROMPTLY NOTIFY THE SHAREHOLDER IN
WRITING UPON RECEIPT BY THK, THE RESO SURVIVING CORPORATION OR ANY OF THEIR
RESPECTIVE AFFILIATES OF NOTICE OF ANY PENDING OR THREATENED FEDERAL, STATE,
LOCAL OR FOREIGN TAX AUDITS, EXAMINATIONS OR ASSESSMENTS WHICH MIGHT AFFECT THE
TAX LIABILITIES FOR WHICH THE SHAREHOLDER MAY BE LIABLE PURSUANT TO SECTION 10.1
AND ARTICLE IX.
(B)
THE SHAREHOLDER SHALL HAVE THE RIGHT TO REPRESENT
RESO'S INTERESTS IN ANY TAX AUDIT OR ADMINISTRATIVE OR COURT PROCEEDING RELATING
TO TAXABLE PERIODS ENDING ON OR BEFORE THE CLOSING DATE, AND TO EMPLOY COUNSEL
OF HIS CHOICE AT ITS EXPENSE; PROVIDED, HOWEVER, THAT THE SHAREHOLDER SHALL HAVE
NO RIGHT TO REPRESENT RESO'S INTERESTS IN ANY TAX AUDIT OR ADMINISTRATIVE OR
COURT PROCEEDING UNLESS THE SHAREHOLDER SHALL HAVE FIRST NOTIFIED THK IN WRITING
OF THE SHAREHOLDER'S INTENTION TO DO SO AND SHALL HAVE AGREED WITH THK IN
WRITING THAT, AS BETWEEN THK AND THE SHAREHOLDER, THE SHAREHOLDER SHALL BE
LIABLE FOR ANY TAXES THAT RESULT FROM ANY AUDIT OR PROCEEDING.
RESO SURVIVING
CORPORATION AND ITS REPRESENTATIVES SHALL HAVE THE RIGHT TO FULLY PARTICIPATE AT
THEIR EXPENSE IN ANY AUDIT OR PROCEEDING AND TO CONSENT TO ANY SETTLEMENT WHICH
AFFECTS A TAX PERIOD OR STRADDLE PERIOD ENDING AFTER THE CLOSING DATE.
THK
SHALL HAVE THE SOLE RIGHT TO DEFEND RESO WITH RESPECT TO ANY ISSUE ARISING WITH
RESPECT TO ANY TAX AUDIT OR ADMINISTRATIVE OR COURT PROCEEDING RELATING TO
TAXABLE PERIODS ENDING ON OR BEFORE THE CLOSING DATE TO THE EXTENT THK SHALL
HAVE AGREED IN WRITING TO FOREGO ANY INDEMNIFICATION UNDER THIS AGREEMENT WITH
RESPECT TO THE ISSUE. NOTWITHSTANDING THE FOREGOING, THE SHAREHOLDER SHALL NOT
BE ENTITLED TO SETTLE, EITHER ADMINISTRATIVELY OR AFTER THE COMMENCEMENT OF
LITIGATION, ANY CLAIM FOR TAXES WHICH COULD ADVERSELY AFFECT THE LIABILITY FOR
TAXES OF THK, RESO SURVIVING CORPORATION OR ANY AFFILIATE THEREOF FOR ANY PERIOD
AFTER THE CLOSING DATE TO ANY EXTENT (INCLUDING, BUT NOT LIMITED TO, THE
IMPOSITION OF INCOME TAX DEFICIENCIES, THE REDUCTION OF ASSET BASIS OR COST
ADJUSTMENTS, THE LENGTHENING OF ANY AMORTIZATION OR DEPRECIATION PERIODS, THE
DENIAL OF AMORTIZATION OR DEPRECIATION DEDUCTIONS, OR THE REDUCTION OF LOSS OR
CREDIT CARRYFORWARDS) WITHOUT THE PRIOR WRITTEN CONSENT OF THK, WHICH CONSENT
MAY BE WITHHELD IN THE SOLE DISCRETION OF THK UNLESS THE SHAREHOLDER HAS
INDEMNIFIED THK IN A MANNER ACCEPTABLE TO THK AGAINST THE EFFECTS OF ANY SUCH
SETTLEMENT.
10.3
Assistance and Cooperation.
After the Closing
Date, the Shareholder and THK shall (and cause their respective