AND OTHER TAX CONSEQUENCES OF THE TRANSACTION
CONTEMPLATED HEREIN IN A MANNER CONSISTENT WITH SUCH PURCHASE PRICE ALLOCATION
SCHEDULE AND (II) NOT TO TAKE ANY POSITION INCONSISTENT THEREWITH FOR ANY TAX
PURPOSES (UNLESS REQUIRED BY A CHANGE IN APPLICABLE TAX LAW OR AS A RESULT OF A
GOOD FAITH RESOLUTION OF A CONTEST). IF SELLER AND BUYER DO NOT SO AGREE WITHIN
180 DAYS OF THE CLOSING DATE, EACH OF SELLER AND BUYER MAY PREPARE THEIR OWN
PURCHASE PRICE ALLOCATION AND, FOR THE AVOIDANCE OF DOUBT AND EXCEPT AS PROVIDED
IN SECTIONS 5.7(C)(III) AND 5.7(C)(V), EACH OF BUYER AND SELLER WILL HAVE NO
LIABILITY TO THE OTHER FOR ANY ADDITIONAL TAXES THAT MAY BE IMPOSED BY ANY
GOVERNMENT ENTITY AS A RESULT OF INCONSISTENCIES BETWEEN THE RESPECTIVE
ALLOCATIONS OF BUYER AND SELLER.
(E)
EMPLOYEE WITHHOLDING AND REPORTING MATTERS. WITH RESPECT TO THOSE
TRANSFERRED EMPLOYEES WHO ARE EMPLOYED BY BUYER WITHIN THE SAME CALENDAR YEAR AS
THE CLOSING, BUYER SHALL, IN ACCORDANCE WITH AND TO THE EXTENT PERMITTED
PURSUANT TO REVENUE PROCEDURE 2004-53, 2004-34 I.R.B. 320, ASSUME ALL
RESPONSIBILITY FOR PREPARING AND FILING FORM W-2, WAGE AND TAX STATEMENT,
FORM 941, EMPLOYER'S QUARTERLY FEDERAL TAX RETURN, FORM W-4, EMPLOYEE'S
WITHHOLDING ALLOWANCE CERTIFICATE AND FORM W-5, EARNED INCOME CREDIT ADVANCE
PAYMENT CERTIFICATE. SELLER AND BUYER AGREE TO COMPLY WITH THE PROCEDURES
DESCRIBED IN SECTION 5 OF THE REVENUE PROCEDURE 2004-53. NOTWITHSTANDING ANY
PROVISION OF THIS AGREEMENT, ALL TAXES REQUIRED TO HAVE BEEN WITHHELD BY SELLER
AND ITS SUBSIDIARIES FROM THEIR RESPECTIVE EMPLOYEES AND INDEPENDENT CONTRACTORS
WITH RESPECT TO ANY TAXABLE PERIODS, OR PORTIONS THEREOF, ENDING ON OR BEFORE
THE CLOSING SHALL BE EXCLUDED LIABILITIES AND SHALL NOT BE TREATED AS ASSUMED
LIABILITIES.
104
(F)
CONSISTENT TREATMENT. THE PARTIES INTEND THAT THE TRANSACTION
SHALL CONSTITUTE A TAXABLE TRANSACTION AND, FOR THE AVOIDANCE OF DOUBT, THE
TRANSACTION SHALL NOT BE GOVERNED BY SECTIONS 351 OR 368(A) OF THE CODE (OR
SIMILAR PROVISIONS OF STATE, LOCAL OR FOREIGN TAX LAW, AS APPLICABLE). THE
PARTIES AGREE TO, AND TO CAUSE THEIR RESPECTIVE AFFILIATES TO, TREAT THE
TRANSACTION IN THE FOREGOING MANNER FOR ALL INCOME TAX PURPOSES (UNLESS
OTHERWISE REQUIRED BY A CHANGE IN APPLICABLE INCOME TAX LAW OR AS A RESULT OF A
GOOD FAITH RESOLUTION OF A CONTEST).
(G)
NOTICE OF BUYER ADVERSE TAX EVENT. IF ANY CHANGE IN TAX LAW OR
PROPOSED CHANGE IN TAX LAW OCCURS AND BUYER OR PAUL, WEISS, RIFKIND, WHARTON &
GARRISON LLP (OR SUCH OTHER COUNSEL THAT BUYER SELECTS TO REPRESENT BUYER WITH
RESPECT TO THE TRANSACTION) BELIEVES THAT SUCH CHANGE IN TAX LAW OR SUCH
PROPOSED CHANGE IN TAX LAW HAS A REASONABLE POSSIBILITY OF CONSTITUTING A BUYER
ADVERSE TAX EVENT AS OF THE CLOSING DATE, BUYER SHALL WITHIN TEN BUSINESS DAYS
OF SUCH DETERMINATION PROVIDE WRITTEN NOTICE TO SELLER DESCRIBING THE CHANGE IN
TAX LAW OR THE PROPOSED CHANGE IN TAX LAW AND A STATEMENT THAT SUCH CHANGE IN
TAX LAW OR PROPOSED CHANGE IN TAX LAW MAY CONSTITUTE A BUYER ADVERSE TAX EVENT
AS OF