ACT AND FILE ALL TAX RETURNS IN ALL RESPECTS AND FOR
ALL PURPOSES CONSISTENT WITH THE ALLOCATION STATEMENT AND THE TAX TREATMENT OF
THE F&H LLC MERGER (FOLLOWED BY THE SALE OF THE F&H LLC MEMBERSHIP INTERESTS)
DESCRIBED IN THIS SECTION 5.12(G), AS WELL AS ANY AMENDMENTS TO SUCH TAX RETURNS
REQUIRED WITH RESPECT TO ANY ADJUSTMENT TO THE PURCHASE PRICE.
NEITHER
PURCHASERS, SELLERS OR ANY OF THEIR AFFILIATES SHALL TAKE ANY POSITION (WHETHER
IN AUDITS, TAX RETURNS OR OTHERWISE) THAT IS INCONSISTENT WITH THE INFORMATION
SET FORTH ON THE ALLOCATION STATEMENT OR THAT IS INCONSISTENT WITH THIS
SECTION 5.12(G), UNLESS REQUIRED TO DO SO BY APPLICABLE LAW.
(H)
TAX TREATMENT OF EXECUTIVE BONUSES.
ALL TAX DEDUCTIONS RELATING
TO (I) THE PAYMENTS UNDER THE EXECUTIVE RETENTION AGREEMENTS (UNDER THE 1999
BONUS PLAN AND 2002 BONUS PLAN) TO THE EXTENT RELATING TO PAYMENTS MADE ON OR
PRIOR TO THE CLOSING DATE AND (II) THE PORTION OF THE EXECUTIVE SALE BONUSES
THAT ARE PAID ON THE CLOSING DATE, SHALL BE FOR THE BENEFIT OF THE SELLERS AND
SHALL BE REPORTED ON THE TAX RETURN OF THE COMPANY AND/OR F&H LLC FOR THE
APPLICABLE TAX PERIOD ENDING ON OR IMMEDIATELY PRIOR TO THE CLOSING DATE.
ALL
TAX DEDUCTIONS RELATING TO THE PORTION OF THE EXECUTIVE SALES BONUSES THAT ARE
PAID AFTER THE CLOSING DATE SHALL BE FOR THE BENEFIT OF THE PURCHASERS.
5.13
FURTHER ASSURANCES.
FROM AND AFTER THE CLOSING, THE PURCHASER AND
EACH OF THE SELLERS SHALL EXECUTE AND DELIVER SUCH FURTHER INSTRUMENTS OF
CONVEYANCE AND TRANSFER AND TAKE SUCH OTHER ACTION AS REASONABLY MAY BE
NECESSARY TO FURTHER EFFECTUATE THE TRANSACTIONS.
THE PURCHASER SHALL PERMIT
THE SELLERS AND THEIR AUTHORIZED REPRESENTATIVES, AT REASONABLE TIMES UPON
REASONABLE PRIOR NOTICE UNDER REASONABLE CIRCUMSTANCES, TO ENTER UPON AND MAKE
SUCH REASONABLE INVESTIGATION OF THE ASSETS, PROPERTIES, BUSINESS AND OPERATIONS
OF THE PURCHASER AND THE COMPANY AND SUCH EXAMINATION OF THE BOOKS AND RECORDS,
FINANCIAL CONDITION AND OPERATIONS OF THE PURCHASER AND THE COMPANY AS THE
SELLERS MAY REASONABLY REQUEST; PROVIDED THAT SUCH INVESTIGATION OR EXAMINATION
RELATES TO TRANSACTIONS OR EVENTS OCCURRING PRIOR TO THE CLOSING OR TRANSACTION
OR EVENTS OCCURRING SUBSEQUENT TO THE CLOSING WHICH ARISE OUT OF OR ARE RELATED
TO TRANSACTIONS OR EVENTS OCCURRING PRIOR TO THE CLOSING; PROVIDED FURTHER, THAT
SUCH INVESTIGATION SHALL NOT UNREASONABLY INTERFERE WITH THE BUSINESS OPERATIONS
OF THE PURCHASER OR THE COMPANY.
5.14
SURVIVAL.
THE AGREEMENTS AND COVENANTS CONTAINED IN THIS ARTICLE V
SHALL SURVIVE THE CLOSING DATE AND BE ENFORCEABLE THEREAFTER, SUBJECT TO ANY
TIME LIMITATIONS CONTAINED IN THIS AGREEMENT.
5.15
EXCLUSIVITY.
THE SELLERS AND THE COMPANY SHALL NOT, NOR SHALL THEY
PERMIT ANY OFFICER, DIRECTOR, EMPLOYEE, INVESTMENT BANKER, ATTORNEY OR OTHER
ADVISER OR REPRESENTATIVE OF THE SELLERS, THE COMPANY OR ANY OF THEIR RESPECTIVE
AFFILIATES, TO, SUBMIT, SOLICIT, INITIATE, OR DISCUSS ANY ACQUISITION PROPOSAL
(AS DEFINED BELOW), ENTER INTO ANY CONTRACT OR ACCEPT ANY OFFER RELATING
TO ANY ACQUISITION PROPOSAL, CONSUMMATE ANY REORGANIZATION, LIQUIDATION,
DISSOLUTION OR INITIAL PUBLIC OFFERING.
"ACQUISITION PROPOSAL" MEANS, OTHER
THAN