LAST OF THE CONDITIONS CONTAINED IN SECTIONS 3.1
AND 3.2 IS FULFILLED OR WAIVED (EXCEPT FOR THOSE CONDITIONS WHICH BY THEIR
NATURE CAN ONLY BE FULFILLED AT THE CLOSING).
BUYER SHALL KEEP SELLER PARENT
APPRISED OF ALL MATERIAL DEVELOPMENTS OR CHANGES RELATING TO THE BUYER FINANCING
AGREEMENTS AND THE FINANCING CONTEMPLATED THEREBY. UPON REQUEST BY SELLER
PARENT, PRIOR TO THE CLOSING, BUYER SHALL PROVIDE TO SELLER PARENT A COPY OF ANY
COMMITMENT LETTERS RELATING TO THE BUYER FINANCING AGREEMENTS AND ALL EXHIBITS,
ANNEXES AND ATTACHMENTS THERETO. IN THE EVENT THAT THE BUYER FINANCING
AGREEMENTS TERMINATE OR THE LENDERS PARTIES THERETO SHALL ADVISE BUYER THAT THEY
WILL NOT OR MAY NOT BE ABLE TO PROVIDE THE FINANCING CONTEMPLATED THEREBY, THEN
BUYER SHALL PROMPTLY NOTIFY SELLER PARENT AND OBTAIN REPLACEMENT FINANCING
ARRANGEMENTS AS SOON AS REASONABLY PRACTICABLE TO OBTAIN THE FUNDS AND SATISFY
THE FUNDING OBLIGATIONS.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT
TO THE CONTRARY, BUYER ACKNOWLEDGES AND AGREES THAT ITS OBLIGATIONS HEREUNDER
ARE NOT CONDITIONED IN ANY MANNER WHATSOEVER UPON BUYER OBTAINING THE FUNDS TO
SATISFY THE FUNDING OBLIGATIONS.
7.8
Tax Matters.
7.8.1
SELLER PARENT WILL CAUSE THE TAXABLE INCOME OF THE
TARGET COMPANIES (INCLUDING THE TARGET COMPANIES' ALLOCABLE SHARE OF PARTNERSHIP
ITEMS RELATED TO ITS INTEREST IN SUPER MEDIA FOR ANY TAXABLE YEAR OF SUPER MEDIA
ENDING ON OR BEFORE THE CLOSING DATE UNDER SECTION 706(A) OF THE CODE) TO BE
INCLUDED IN SELLER GROUP'S CONSOLIDATED, COMBINED OR UNITARY TAX RETURNS FOR ALL
PRE-CLOSING TAX PERIODS.
SELLER PARENT SHALL CAUSE TO BE PREPARED AND FILED ALL
REQUIRED INCOME TAX RETURNS OF THE TARGET GROUP COMPANIES FOR ALL PRE-CLOSING
TAX PERIODS.
BUYER AGREES TO COOPERATE WITH SELLER PARENT IN THE PREPARATION OF
SUCH TAX RETURNS PERTAINING TO THE TARGET COMPANIES AND SUPER MEDIA.
7.8.2
BUYER SHALL PREPARE, OR CAUSED TO BE PREPARED, AND
FILE ALL TAX RETURNS OF THE TARGET COMPANIES AND SUPER MEDIA FOR ALL PRE-CLOSING
TAX PERIODS AND STRADDLE PERIODS WHICH ARE REQUIRED TO BE FILED AFTER THE
CLOSING DATE, OTHER THAN TAX RETURNS DESCRIBED IN SECTION 7.8.1.
BUYER SHALL
PREPARE ALL TAX RETURNS PURSUANT TO THIS SECTION 7.8.2 CONSISTENT WITH PAST
PRACTICES, EXCEPT AS REQUIRED BY APPLICABLE LAW.
BUYER SHALL PERMIT SELLER
PARENT TO REVIEW AND COMMENT ON EACH SUCH TAX RETURN DESCRIBED IN THE PRECEDING
SENTENCE WITHIN A REASONABLE PERIOD PRIOR TO FILING AND BUYER SHALL MAKE SUCH
REVISIONS AS ARE REASONABLY REQUESTED BY SELLER PARENT, EXCEPT:
(I) WHERE A
CONTRARY POSITION IS REQUIRED UNDER APPLICABLE LAW OR (II) TO THE EXTENT SUCH
COMMENTS, IF INCORPORATED IN ANY SUCH TAX RETURN, WOULD CAUSE SUCH TAX RETURN TO
BE PREPARED IN A MANNER INCONSISTENT WITH PAST TAX RETURNS.
7.8.3
FOR PURPOSES OF THIS AGREEMENT, IN THE CASE OF ANY
TAXES THAT ARE IMPOSED AND
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ARE PAYABLE FOR A STRADDLE PERIOD, THE PORTION OF SUCH TAX WHICH RELATES TO THE
PORTION OF SUCH TAX PERIOD ENDING ON THE CLOSING DATE SHALL (I) IN THE CASE OF
AD VALOREM, PROPERTY TAXES OR OTHER TAXES MEASURED BY THE AMOUNT,