STRADDLE PERIOD, (X) EACH OF SELLER AND BUYER MAY
PARTICIPATE IN THE TAX CONTEST, AND (Y) THE TAX CONTEST SHALL BE CONTROLLED BY
THAT PARTY WHICH WOULD BEAR THE BURDEN OF THE GREATER PORTION OF THE ADJUSTMENT
(THE "CONTROLLING PARTY"); PROVIDED THAT (A) THE CONTROLLING PARTY SHALL
INDEMNIFY THE COMPANY OR ANY SUBSIDIARY IN RESPECT OF ALL THIRD-PARTY COSTS AND
EXPENSES INCURRED BY THE COMPANY OR ANY SUCH SUBSIDIARY AT THE CONTROLLING
PARTY'S REQUEST IN CONNECTION WITH SUCH TAX CONTEST, (B) THE CONTROLLING PARTY
SHALL KEEP THE OTHER PARTY INFORMED OF ALL MATERIAL PROGRESS (AND SHALL SEND
SUCH PARTY COPIES OF ALL MATERIAL CORRESPONDENCE RELATING THERETO) OF THE TAX
CONTEST AND (C) IF SELLER IS THE CONTROLLING PARTY, SELLER SHALL NOT ENTER INTO
ANY COMPROMISE OR AGREE TO SETTLE ANY CLAIM PURSUANT TO SUCH TAX CONTEST WITH
RESPECT TO ANY ISSUE THAT RECURS FOR ANY STRADDLE PERIOD OR POST-CLOSING PERIOD
OR ANY ITEM RESULTING IN A RECIPROCAL ADJUSTMENT TO ANY STRADDLE PERIOD OR
POST-CLOSING PERIOD WITHOUT THE PRIOR WRITTEN CONSENT OF BUYER (WHICH CONSENT
SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED).
THE PRINCIPLE SET
FORTH IN CLAUSE (Y) OF THE PRECEDING SENTENCE ALSO SHALL GOVERN FOR PURPOSES OF
DECIDING ANY ISSUE THAT MUST BE DECIDED
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JOINTLY (IN PARTICULAR, CHOICE OF JUDICIAL FORUM) IN SITUATIONS IN WHICH
SEPARATE ISSUES ARE OTHERWISE CONTROLLED HEREUNDER BY BUYER AND SELLER.
(IV) IN
THE CASE OF A TAX CONTEST THAT RELATES TO A POST-CLOSING PERIOD, BUYER SHALL
HAVE THE RIGHT AT ITS EXPENSE TO CONTROL THE CONDUCT OF SUCH TAX CONTEST.
(V)
EXCEPT AS PROVIDED IN PARAGRAPH (II) ABOVE, NEITHER BUYER NOR SELLER SHALL ENTER
INTO ANY COMPROMISE OR AGREE TO SETTLE ANY CLAIM PURSUANT TO ANY TAX CONTEST
WHICH WOULD ADVERSELY AFFECT THE OTHER PARTY FOR SUCH YEAR OR A SUBSEQUENT YEAR,
OR WHICH WOULD RESULT IN A PAYMENT UNDER SECTION 6.11(D), WITHOUT THE WRITTEN
CONSENT OF THE OTHER PARTY, WHICH CONSENT MAY NOT BE UNREASONABLY WITHHELD.
BUYER AND SELLER AGREE TO COOPERATE, AND BUYER AGREES TO CAUSE THE COMPANY AND
ANY OF ITS SUBSIDIARIES TO COOPERATE, IN THE DEFENSE AGAINST OR COMPROMISE OF
ANY CLAIM IN ANY TAX CONTEST.
(G)
ALLOCATION OF TAX FOR STRADDLE PERIODS.
WITH RESPECT TO ANY TAX
THAT IS PAYABLE WITH RESPECT TO A STRADDLE PERIOD, THE PORTION OF ANY SUCH TAX
ALLOCABLE TO THE PORTION OF THE PERIOD ENDING ON THE CLOSING DATE SHALL BE
DEEMED TO EQUAL: (I) IN THE CASE OF TAXES THAT ARE BASED UPON OR RELATED TO
INCOME OR RECEIPTS, THE AMOUNT THAT WOULD BE PAYABLE IF THE TAXABLE YEAR ENDED
WITH THE CLOSING DATE (GIVING EFFECT TO ANY TAX CREDIT OR NET OPERATING LOSS
CARRYOVER AVAILABLE AS OF THE CLOSING DATE), AND (II) IN THE CASE OF ALL OTHER
TAX, THE AMOUNT OF SUCH TAXES FOR THE ENTIRE PERIOD MULTIPLIED BY A FRACTION THE
NUMERATOR OF WHICH IS THE NUMBER OF CALENDAR DAYS IN THE PERIOD ENDING WITH THE
CLOSING DATE AND THE DENOMINATOR OF WHICH IS THE NUMBER OF