to the Closing, Buyer, with the
assistance of Seller Group, at Seller Group's expense, shall pursue any claims
available under Seller Group's insurance policies and Seller Group will remit
amounts recovered to Buyer to the extent of Buyer's interests, if any.
In
addition, in the event that any property employed in the Business is condemned
by a governmental authority prior to Closing, Seller Group (effective as of the
Closing) shall appoint Buyer, as its agent, to pursue any claims it may have
against such governmental authority with respect to such property.
SECTION 5.15
TAX MATTERS
(A)
ALLOCATION OF PURCHASE PRICE.
AS SOON AS
PRACTICABLE FOLLOWING THE CLOSING, THE CLOSING CASH PURCHASE PRICE AND THE VALUE
OF THE ASSUMED LIABILITIES, EACH TO THE EXTENT PROPERLY TAKEN INTO ACCOUNT UNDER
SECTION 1060 OF THE CODE AND THE REGULATIONS PROMULGATED THEREUNDER, (THE
"SECTION 1060 PURCHASE PRICE") SHALL BE ALLOCATED AS DETERMINED JOINTLY BY BUYER
AND SELLER AMONG THE ASSETS BEING SOLD HEREUNDER (THE "ALLOCATION").
SUCH
ALLOCATION SHALL BE SUBJECT TO APPROPRIATE ADJUSTMENT IN THE EVENT OF AN
ADJUSTMENT TO THE PURCHASE PRICE PURSUANT TO SECTION 1.7 HEREOF OR IF BUYER
SUCCESSFULLY ASSERTS A CLAIM FOR INDEMNIFICATION PURSUANT TO SECTION 7.2
HEREOF.
SELLER GROUP AND BUYER (I) SHALL BE BOUND BY THE ALLOCATION, AND ANY
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AMENDMENTS THERETO, (II) SHALL PREPARE AND FILE ALL TAX RETURNS (INCLUDING,
WITHOUT LIMITATION, FEDERAL FORM 8883) AND FINANCIAL STATEMENTS IN A MANNER
CONSISTENT WITH THE ALLOCATION, AND ANY AMENDMENTS THERETO, AND (III) SHALL TAKE
NO POSITION, AND SHALL CAUSE ITS SUBSIDIARIES TO TAKE NO POSITION, INCONSISTENT
WITH THE ALLOCATION, OR ANY AMENDMENT THERETO, ON ANY TAX RETURN, IN ANY
PROCEEDING BEFORE ANY TAXING AUTHORITY OR OTHERWISE. IN THE EVENT THAT THE
ALLOCATION, OR ANY AMENDMENT THERETO, IS DISPUTED BY ANY TAXING AUTHORITY, THE
PARTY RECEIVING NOTICE OF SUCH DISPUTE SHALL PROMPTLY NOTIFY AND CONSULT WITH
THE OTHER PARTY CONCERNING RESOLUTION OF SUCH DISPUTE.
IF BUYER AND SELLER ARE
UNABLE TO AGREE UPON THE ALLOCATION WITHIN SIXTY (60) DAYS FOLLOWING THE CLOSING
DATE, EACH OF BUYER AND THE SELLER GROUP MAY FILE IRS FORM 8594 AND ANY OTHER
TAX RETURNS ALLOCATING THE SECTION 1060 PURCHASE PRICE AMONG THE ASSETS IN THE
MANNER EACH BELIEVES APPROPRIATE, PROVIDED SUCH ALLOCATIONS ARE REASONABLE AND
IN ACCORDANCE WITH SECTION 1060 OF THE CODE AND THE REGULATIONS THEREUNDER.
(B)
TRANSFER TAXES.
THE SELLER AND BUYER SHALL
BE EQUALLY RESPONSIBLE FOR AND SHALL EACH PAY ONE HALF OF ALL SALES, USE,
TRANSFER, STAMP DUTY, RECORDING, VALUE ADDED, AND OTHER SIMILAR TAXES AND FEES,
INCLUDING, WITHOUT LIMITATION, ALL BULK SALES TAXES, IN EACH CASE INCLUDING
INTEREST, PENALTIES OR ADDITIONS ATTRIBUTABLE THERETO ("TRANSFER TAXES"),
ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
THE PARTIES SHALL COOPERATE WITH EACH OTHER TO THE EXTENT REASONABLY
REQUESTED AND LEGALLY PERMITTED TO MINIMIZE ANY TRANSFER TAXES, INCLUDING
REASONABLE COOPERATION WITH RESPECT TO THE PLACE AND METHOD OF TRANSFER AND
DELIVERY OF THE ASSETS.
(C)
RESPONSIBILITY FOR TAX RETURNS AND TAXES.
(I)
SUBJECT TO SECTION 5.15(C)(III)