BLOCKER
BALANCE SHEET, AS SUCH RESERVE IS ADJUSTED FOR THE PASSAGE OF TIME THROUGH THE
CLOSING DATE IN THE ORDINARY COURSE OF BUSINESS AND IN ACCORDANCE WITH PAST
CUSTOM AND PRACTICE OF THE COMPANY AND ITS SUBSIDIARIES IN FILING THEIR TAX
RETURNS WHERE SUCH RESERVE DOES NOT AND WILL NOT EXCEED ZERO (0).
(B)
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE
CONTRARY, THE SELLING EQUITYHOLDERS' OBLIGATION TO INDEMNIFY PARENT OR PARENT
INDEMNIFIED PERSONS FOR ANY TAX SHALL BE LIMITED TO ANY TAX PROPERLY
ATTRIBUTABLE TO TAXABLE PERIODS OR PORTIONS THEREOF, ENDING ON OR BEFORE THE
CLOSING DATE, EXCLUDING ANY TAXES DUE AS A RESULT OF ACTIONS TAKEN BY PARENT OR
A PARENT INDEMNIFIED PERSON PURSUANT TO SECTION 5.13 OF THE MERGER AGREEMENT OR
AFTER THE CLOSING.
7.2
STRADDLE PERIOD.
IN THE CASE OF ANY TAXABLE PERIOD THAT
INCLUDES (BUT DOES NOT END ON) THE CLOSING DATE (A "STRADDLE PERIOD"), THE
AMOUNT OF ANY INCOME TAXES FOR THE PRE-CLOSING TAX PERIOD SHALL BE DETERMINED
BASED ON AN INTERIM CLOSING OF THE BOOKS AS OF THE CLOSE OF BUSINESS ON THE
CLOSING DATE (AND FOR SUCH PURPOSE, THE TAXABLE PERIOD OF ANY PARTNERSHIP OR
OTHER PASS-THROUGH ENTITY IN WHICH THE BLOCKER ENTITY HOLDS A BENEFICIAL
INTEREST SHALL BE DEEMED TO TERMINATE AT SUCH TIME).
7.3
RESPONSIBILITY FOR FILING TAX RETURNS.
PARENT SHALL PREPARE OR
CAUSE TO BE PREPARED AND FILE OR CAUSE TO BE FILED ALL PRE-CLOSING TAX RETURNS
FOR THE BLOCKER ENTITY THAT ARE FILED AFTER THE CLOSING DATE, OTHER THAN INCOME
TAX RETURNS WITH RESPECT TO PERIODS FOR WHICH A CONSOLIDATED, UNITARY OR
COMBINED INCOME TAX RETURN OF A SELLING EQUITYHOLDER WILL INCLUDE THE OPERATIONS
OF THE BLOCKER ENTITY. PARENT SHALL PERMIT THE RESPECTIVE
SELLING EQUITYHOLDERS TO REVIEW, COMMENT, AND APPROVE EACH SUCH INCOME TAX
RETURN DESCRIBED IN THE PRECEDING SENTENCE PRIOR TO FILING.
PARENT SHALL MAKE
ALL SUCH CHANGES AS ARE REASONABLY REQUESTED BY SUCH SELLING EQUITYHOLDERS
PURSUANT TO THE PRECEDING SENTENCE.
IF THERE IS DISAGREEMENT AMONGST PARENT AND
THE SELLING EQUITYHOLDERS AS TO WHETHER A COMMENT IS REASONABLY REQUESTED
PURSUANT TO THIS PROVISION, PARENT AND SUCH SELLING EQUITYHOLDERS SHALL ACT IN
GOOD FAITH TO RESOLVE ANY SUCH DISPUTE PRIOR TO THE DATE ON WHICH SUCH
PRE-CLOSING TAX RETURN IS REQUIRED TO BE FILED.
IN THE EVENT PARENT AND SUCH
SELLING EQUITYHOLDERS ARE UNABLE TO RESOLVE ANY DISPUTE IN GOOD FAITH, THE
SELLING EQUITYHOLDERS AND PARENT SHALL MUTUALLY REQUEST A NATIONALLY-RECOGNIZED,
INDEPENDENT ACCOUNTING FIRM MUTUALLY ACCEPTABLE TO THE SELLING EQUITYHOLDERS AND
PARENT (THE "INDEPENDENT ACCOUNTANTS") TO RESOLVE ANY ISSUE IN DISPUTE.
THE
FEES, COSTS AND EXPENSES OF THE INDEPENDENT ACCOUNTANTS SHALL BE ALLOCATED
EQUALLY BETWEEN THE SELLING EQUITYHOLDER AND PARENT.
7.4
REFUNDS AND TAX BENEFITS.
ANY TAX REFUNDS OF THE BLOCKER
ENTITY THAT ARE RECEIVED AFTER CLOSING BY PARENT OR THE BLOCKER ENTITY, AND ANY
AMOUNTS CREDITED AGAINST TAX TO WHICH PARENT OR THE BLOCKER ENTITY BECOMES
ENTITLED, THAT RELATE TO A PRE-CLOSING PERIOD SHALL BE FOR THE ACCOUNT OF THE
SELLING EQUITYHOLDERS TO THE EXTENT SUCH