THE REFERRAL FIRM FOR SUCH DETERMINATION.
NEITHER BUYER NOR PFC SHALL TAKE, NOR SHALL THEY PERMIT ANY AFFILIATED PERSON
(INCLUDING, WITHOUT LIMITATION, THE COMPANY AND THE SUBSIDIARIES) TO TAKE, ANY
POSITION FOR INCOME TAX PURPOSES THAT IS INCONSISTENT WITH THE ALLOCATION AS
FINALLY DETERMINED HEREUNDER; PROVIDED, HOWEVER, THAT (I) THE BASIS OF THE
ASSETS TO BUYER SHALL DIFFER FROM THE SALES PRICES OF THE ASSETS FOR THE COMPANY
TO THE EXTENT NECESSARY TO REFLECT BUYER'S CAPITALIZED TRANSACTION COSTS NOT
INCLUDED IN THE ALLOCATION, AND (II) THE AMOUNT REALIZED BY THE COMPANY UPON THE
SALE OF ASSETS MAY DIFFER FROM THE ALLOCATION TO REFLECT TRANSACTION COSTS THAT
REDUCE THE AMOUNT REALIZED FOR FEDERAL INCOME TAX PURPOSES.
(D)
COOPERATION.
(1)
BUYER AGREES TO COOPERATE AND TO CAUSE THE COMPANY AND THE
SUBSIDIARIES TO COOPERATE WITH PFC TO THE EXTENT REASONABLY REQUIRED AFTER THE
CLOSING DATE IN CONNECTION WITH (I) THE FILING, AMENDMENT, PREPARATION AND
EXECUTION OF ALL FEDERAL INCOME TAX RETURNS AND STATE INCOME TAX RETURNS WITH
RESPECT TO ANY TAXABLE PERIOD OF ANY OF THE COMPANY AND THE SUBSIDIARIES ENDING
ON OR BEFORE THE CLOSING DATE, (II) CONTESTS CONCERNING THE FEDERAL OR STATE
INCOME
44
TAX DUE FOR ANY SUCH PERIOD AND (III) AUDITS AND OTHER PROCEEDINGS RELATING TO
INCOME TAXES WITH RESPECT TO ANY SUCH PERIOD. BUYER WILL NOT (AND WILL NOT CAUSE
OR PERMIT ANY OF THE SUBSIDIARIES TO) FILE ANY AMENDED, OR ATTEMPT TO AMEND ANY,
FEDERAL INCOME TAX RETURN OR STATE INCOME TAX RETURN WITH RESPECT TO ANY TAXABLE
PERIOD OF ANY OF THE COMPANY AND THE SUBSIDIARIES ENDING ON OR BEFORE THE
CLOSING DATE OR (EXCEPT AS PERMITTED BY SECTION 10.4) TAKE ANY ACTION WITH
RESPECT TO ANY CONTEST, AUDIT OR OTHER PROCEEDING RELATING THERETO.
(2)
PFC AGREES TO MAKE AVAILABLE TO BUYER AND THE SUBSIDIARIES RECORDS
IN THE CUSTODY OF PFC OR OF ANY MEMBER OF PFC GROUP, TO FURNISH OTHER
INFORMATION AND OTHERWISE TO COOPERATE TO THE EXTENT REASONABLY REQUIRED IN
CONNECTION WITH THE FILING OR AUDIT OF OR OTHER PROCEEDING WITH RESPECT TO TAX
RETURNS RELATING TO ANY OF BUYER AND THE SUBSIDIARIES FOR ANY TAXABLE PERIOD
ENDING AFTER THE CLOSING DATE. HOWEVER, NO LOSS, CREDIT OR OTHER ITEM OF ANY OF
BUYER AND THE SUBSIDIARIES MAY BE CARRIED BACK WITHOUT PFC'S WRITTEN CONSENT,
WHICH PFC MAY WITHHOLD IN ITS ABSOLUTE DISCRETION, TO A TAXABLE PERIOD FOR WHICH
(I) ANY OF THE COMPANY AND THE SUBSIDIARIES AND (II) PFC OR ANY ENTITY
AFFILIATED WITH PFC (OTHER THAN THE COMPANY AND THE SUBSIDIARIES) FILED A
CONSOLIDATED, UNITARY, COMBINED OR SIMILAR TAX RETURN.
(3)
PFC AGREES TO COOPERATE WITH BUYER, AND BUYER AGREES TO COOPERATE
(AND CAUSE THE SUBSIDIARIES TO COOPERATE) WITH PFC, TO THE EXTENT NECESSARY IN
CONNECTION WITH THE FILING OF ANY TAX RETURN RELATING TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
(E)
TERMINATION OF TAX-SHARING AGREEMENT. AFTER THE CLOSING, THIS
SECTION 7.7 SHALL SUPERSEDE ANY AND ALL TAX-SHARING OR SIMILAR AGREEMENTS TO
WHICH (1) ANY OF THE COMPANY AND THE SUBSIDIARIES,