Common use of Tax Cooperation Clause in Contracts

Tax Cooperation. (a) For a period of seven years from and after the Closing, ASC and the Buyer agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records), and assistance relating to the Companies and their respective Subsidiaries as is reasonably requested for the filing of any Tax Returns, for the preparation of any audit, and for the prosecution or defense of any claim, suit or proceeding related to any proposed adjustment. Any information obtained under this Section 11.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. After the expiration of such seven-year period, the Buyer or ASC, as the case may be, may dispose of such information, books and records, provided that prior to such disposition, (i) ASC shall give the Buyer the opportunity, at Buyer’s expense, to take possession of such information, books and records held by ASC; and (ii) the Buyer shall give ASC the opportunity, at ASC’s expense, to take possession of such information, books and records held by the Companies and their respective Subsidiaries. (b) The Buyer agrees that with respect to Pre-Closing Periods, it shall not, on or after the Closing Date, without the prior written consent of ASC, amend any Tax Return (except as required by Law), or waive or extend any statute of limitations with respect to any such Tax Return to the extent such amendment or waiver would increase the Taxes of either Company or its Subsidiaries for any Pre-Closing Period. ASC agrees that, with respect to Pre-Closing Periods, it shall not, on or after the date hereof, without the prior written consent of Buyer, amend any Tax Return (except as required by Law) of either Company or its Subsidiaries or the consolidated group of corporations of which either Company or any Subsidiary is a member, or waive or extend the statute of limitations with respect to any such Tax Return, to the extent such amendment or waiver would increase the Taxes of either Company, its Subsidiaries, or Buyer in a taxable period (or portion thereof) beginning on or after the Closing Date.

Tax Cooperation. (a) For a period of seven years from and after After the Closing, ASC upon reasonable written notice, Buyer and Newco, on the Buyer agree to one hand, and Seller and Parent, on the other, shall furnish or cause to be furnished to each other, upon request, other as promptly as practicable, such information and assistance (to the extent within the control of such party) relating to the Assets (including access to books and records), and assistance relating to the Companies and their respective Subsidiaries ) as is reasonably requested necessary for the filing of any all Tax Returns, for and making of any election related to Taxes, the preparation of for any auditaudit by any taxing authority, and for the prosecution or defense of any claim, suit or proceeding related relating to any proposed adjustmentTax Return. Any Buyer and Newco shall promptly notify Seller and Parent in writing upon receipt by Buyer or an affiliate of Buyer of any notice relating to Taxes for which Seller or Parent has liability hereunder. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information obtained under this Section 11.4(a) shall be kept confidentialwhich are reasonably relevant to any such audit, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit litigation or other proceedingproceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. After Buyer and Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Tissue Business relating to any taxable period beginning before the Closing Date until the expiration of such seven-year periodthe statute of limitations (and, to the extent notified by Buyer or ASCSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Buyer or Seller, as applicable, shall allow the case may be, may dispose of such information, books and records, provided that prior to such disposition, (i) ASC shall give the Buyer the opportunity, at Buyer’s expense, other party to take possession of such information, books and records held by ASC; and (ii) the Buyer shall give ASC the opportunity, at ASC’s expense, to take possession of such information, books and records held by the Companies and their respective Subsidiaries. (b) The Buyer agrees that other than with respect to Pre-Closing PeriodsIncome Taxes. Buyer and Seller further agree, it shall notupon request, on to use their best efforts to obtain any certificate or after the Closing Dateother document from any governmental authority or any other Person as may be necessary to mitigate, without the prior written consent of ASC, amend reduce or eliminate any Tax Return that could be imposed (except as required by Law)including, or waive or extend any statute of limitations with respect to any such Tax Return to the extent such amendment or waiver would increase the Taxes of either Company or its Subsidiaries for any Pre-Closing Period. ASC agrees thatbut not limited to, with respect to Pre-Closing Periods, it shall not, on or after the date hereof, without the prior written consent of Buyer, amend any Tax Return (except as required by Law) of either Company or its Subsidiaries or the consolidated group of corporations of which either Company or any Subsidiary is a member, or waive or extend the statute of limitations with respect to any such Tax Return, to the extent such amendment or waiver would increase the Taxes of either Company, its Subsidiaries, or Buyer in a taxable period (or portion thereof) beginning on or after the Closing Datetransactions contemplated hereby).

Tax Cooperation. (a) For a period Each of seven years from Majority Shareholder and after the Closing, ASC and the Buyer Parent agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records), records and the reasonably requested assistance of its employees or representatives) relating to the Companies and their respective Subsidiaries Company and/or any Subsidiary of the Company as is reasonably requested for the filing of any Tax Returns, for the response to or preparation of for any audit, and or for the prosecution or defense of any claim, suit or proceeding related to any proposed adjustmentTax Claim. Any information obtained under this Section 11.4(a) 8.2 shall be kept confidential, confidential except (i) as may otherwise be otherwise necessary in connection with the filing of Tax Returns Returns, the prosecution or claims for refund defense of any Tax Claim, or in the conducting an of any audit or other proceeding. After the expiration of such seven-year period, the Buyer proceeding or ASC(ii) as consented to by Majority Shareholder or Parent, as the case may be, may dispose of such information, books and records, provided that prior to such disposition, (i) ASC shall give the Buyer the opportunity, at Buyer’s expense, to take possession of such information, books and records held by ASC; and (ii) the Buyer shall give ASC the opportunity, at ASC’s expense, to take possession of such information, books and records held by the Companies and their respective Subsidiaries. (b) The Buyer agrees that Parent shall not permit the Company or any of its Subsidiaries, subject to Section 8.2(e) and Section 8.3, to make or change any Tax election or amend any Tax Return (other than with respect to Pre-the carryback of a Tax Attribute from a period ending after the Stock Purchase Closing PeriodsDate) if and only to the extent such election or amendment specifically relates to Taxes for which the Majority Shareholder has agreed to indemnify Parent pursuant to Section 8.1 of this Agreement, it without the consent of the majority Shareholder not to be unreasonably withheld. (c) Subject to Section 8.2(d), Majority Shareholder shall not, on or after the Closing Date, without the prior written consent of ASCand Parent shall not be required by Majority Shareholder to, amend any Tax Return of or relating to the Company or any Subsidiary. (except as required by Lawd) Ruling Request (i) Majority Shareholder shall provide to Parent all (A) supplements, documents and other written information ("Ruling Request Materials") to be submitted or provided to the IRS) and (B) any written requests, documents or other information (including any private letter ruling) received from the IRS ("IRS Materials"), in each case, in connection with the "Request for Relief under Treasury Regulation Section 301.9100-3" by the Majority Shareholder dated February 19, 2002 (the "Ruling Request"), provided, however, that Majority Shareholder shall be entitled to redact any information contained in any Ruling Request Materials or waive IRS Materials that directly or extend indirectly disclose confidential information of Majority Shareholder. (ii) To the extent that the IRS rules favorably in respect of the Ruling Request, Parent shall cause the Company and its Subsidiaries to furnish to Majority Shareholder, upon request and as promptly as reasonably practicable, such information (including reasonable access to books and records and the reasonably requested assistance of its employees or representatives) relating to the Company and/or any statute of limitations with respect to its Subsidiaries as is reasonably requested for the filing of any such consolidated, unitary, combined or similar Tax Return (for any taxable period ending in 1999, 2000, 2001 and 2002) of which Majority Shareholder is the common parent, and thereafter Majority Shareholder, as soon as reasonably practicable, shall provide to Parent copies of each of the pro forma Tax Returns of each of the Company and its Subsidiaries to be included in such Majority Shareholder's U.S. federal consolidated (and any applicable state or local combined, unitary or similar) income Tax Return. If any request by the Majority Shareholder to the Company and/or any of its Subsidiaries pursuant to this Section 8.2(d)(ii) requires the Company or any of its Subsidiaries to incur accountant's and similar fees and expenses (other than such fees and expenses incurred in the ordinary course), the Majority Shareholder shall pay such fees and expenses as such fees and expenses are incurred. (e) To the extent such amendment that the IRS does not rule favorably in respect of the Ruling Request, Parent shall provide to the Majority Shareholder all separate or waiver would increase non-consolidated income Tax Returns to be filed by the Taxes of either Company or its Subsidiaries for any Pre-Closing Periodtaxable periods ending in 1999 and 2000 at least 10 business days prior to such filing. ASC agrees that, with respect to Pre-Closing Periods, it The Company and/or its Subsidiaries shall not, on or after the date hereof, not file such Tax Returns without the prior written consent of Buyerthe Majority Shareholder, amend which consent shall not be unreasonably withheld or delayed. If the Majority Shareholder disputes any Tax Return (except as required by Law) of either Company or its Subsidiaries or the consolidated group of corporations of which either Company or any Subsidiary is a member, or waive or extend the statute of limitations with respect to any item on such Tax Return, it shall notify Parent (by written notice within ten days of receipt of such Tax Returns) of such disputed item (or items) and the basis for its objection. The parties hereto shall act in good faith to resolve any such dispute prior to the extent date on which the Tax Return is required to be filed. If the parties hereto cannot resolve any disputed item, the item in question shall be resolved by a nationally recognized independent accounting firm acceptable to both the Majority Shareholder and Parent (the "Tax Accountant") in accordance with the standards set forth in this Section 8.2(e) and as promptly as practicable. The fees and expenses of the Tax Accountant shall be borne by the Majority Shareholder, provided, however, that Parent shall pay to Majority Shareholder (no later than 10 days after payment by the Majority Shareholder of such amendment or waiver would increase fees and expenses) a number of shares of Parent Common Stock, rounded down to the Taxes nearest whole share, equal to the quotient determined by dividing (i) one-half of either Company, its Subsidiaries, or Buyer in a taxable period the fees and expenses of the Tax Accountant that are payable by the Majority Shareholder under this Section 8.2(e) by (or portion thereofii) beginning on or after the Closing DateTax Average Trading Price.

Tax Cooperation. (a) For a period of seven years from and after the Closing, ASC and the Buyer agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records), and assistance relating to the Companies and their respective Subsidiaries as is reasonably requested for the filing of any Tax Returns, for the preparation of any audit, and for the prosecution or defense of any claim, suit or proceeding related to any proposed adjustment. Any information obtained under this Section 11.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. After the expiration of such seven-year period, the Buyer or ASC, as the case may be, may dispose of such information, books and records, provided that prior to such disposition, (i) ASC shall give the Buyer the opportunity, at Buyer’s expense, to take possession of such information, books and records held by ASC; and (ii) the Buyer shall give ASC the opportunity, at ASC’s expense, to take possession of such information, books and records held by the Companies and their respective Subsidiaries. (b) The Buyer agrees that with respect to Pre-Closing Periods, it shall not, on or after the Closing Date, without the prior written consent of ASC, amend any Tax Return (except as required by Law), or waive or extend any statute of limitations with respect to any such Tax Return to the extent such amendment or waiver would increase the Taxes of either any Company or its Subsidiaries for any Pre-Closing Period. ASC agrees that, with respect to Pre-Closing Periods, it shall not, on or after the date hereof, without the prior written consent of Buyer, amend any Tax Return (except as required by Law) of either any Company or its Subsidiaries or the consolidated group of corporations of which either any Company or any Subsidiary is a member, or waive or extend the statute of limitations with respect to any such Tax Return, to the extent such amendment or waiver would increase the Taxes of either any Company, its their Subsidiaries, or Buyer in a taxable period (or portion thereof) beginning on or after the Closing Date.

Tax Cooperation. (ai) For a period of seven (7) years from and after the Closing, ASC Seller and the Buyer agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records), and assistance relating to the Companies and their respective Subsidiaries Company as is reasonably requested for the filing of any Tax ReturnsReturns including with respect to the Company’s compliance with the requirements for qualification as a REIT, if applicable, for the preparation of any audit, and for the prosecution or defense of any claim, suit or proceeding related to any proposed adjustment. Any information obtained under this Section 11.4(a5.12(d)(i) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. After the expiration of such seven-year period, the Buyer or ASCSeller, as the case may be, may dispose of such information, books and records, provided that prior to such disposition, (iA) ASC Seller shall give the Buyer the opportunity, at Buyer’s expense, to take possession of such information, books and records held by ASCSeller; and (iiB) the Buyer shall give ASC Seller the opportunity, at ASCSeller’s expense, to take possession of such information, books and records held by the Companies and their respective SubsidiariesCompany. (bii) The Buyer agrees that with respect to Pre-Closing Periods, it and the Company shall not, on or after the Closing Date, without the prior written consent of ASCSeller, amend any Tax Return (except as required by applicable Law), or waive or extend any statute of limitations limitations, if any such amendment, waiver, or extension would (A) increase the amount of Taxes payable by Seller with respect to its ownership of stock of the Company or any such Tax Return distribution or payment made by the Company to Seller on or before the extent such amendment or waiver would Closing Date, (B) increase the Taxes of either the Company or its Subsidiaries for with respect to any Pre-Closing Period. ASC agrees that, (C) cause a representation or warranty of Seller to be untrue or (D) give rise to an indemnification obligation of Seller under any provision of this Agreement. (iii) Prior to the Closing Date, at the Buyer’s request, Seller shall cooperate, and shall cause its Subsidiaries to cooperate, with the Buyer in determining whether the Company satisfies the requirements for qualification and taxation as a REIT with respect to its 2007 taxable year. Such cooperation shall include providing any information reasonably requested by Buyer regarding the income and assets of the Company and distributions made by the Company in any Pre-Closing Periods, it shall not, on or after the date hereof, without the prior written consent of Buyer, amend any Tax Return (except as required by Law) of either Company or its Subsidiaries or the consolidated group of corporations of which either Company or any Subsidiary is a member, or waive or extend the statute of limitations with respect to any such Tax Return, to the extent such amendment or waiver would increase the Taxes of either Company, its Subsidiaries, or Buyer in a taxable period (or portion thereof) beginning on or after the Closing DatePeriod.

Tax Cooperation. (a) For a period of seven 7 years from and after the Closing, ASC Sellers and the Buyer agree to shall furnish or cause to be furnished to each other, upon written request, as promptly as practicable, such information (including access to books and records), records and assistance relating to the Acquired Companies and their respective Subsidiaries as is reasonably requested for the filing of any Tax Returns, for the preparation of any audit, and for the prosecution or defense of any claim, suit or proceeding related to any proposed adjustmentassessment. Any information obtained under this Section 11.4(a11.3(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. After the expiration of such seven-7 year period, the Buyer or ASCSellers, as the case may be, may dispose of such information, books and records, provided that prior to such disposition, (i) ASC Sellers shall give the Buyer the opportunity, at Buyer’s expense, to take possession of such information, books and records held by ASCSellers; and (ii) the Buyer shall give ASC Sellers the opportunity, at ASC’s Sellers’ expense, to take possession of such information, books and records held by the Companies and their respective SubsidiariesAcquired Companies. (b) The Buyer agrees that with respect to Pre-Closing Periods, it shall not, on or after the Closing Date, without the prior written consent of ASCSellers, amend any Tax Return (Return, except as required by Law), or waive or extend any statute of limitations with respect to any such Tax Return to the extent such amendment or waiver would increase the Taxes of either Company the Acquired Companies or its Subsidiaries Sellers for any Pre-Closing Period. ASC agrees that, with With respect to Pre-Closing Periods, it Sellers shall not, on or after the date hereof, without the prior written consent of Buyer, amend any Tax Return (Return, except as required by Law) , of either Company or its Subsidiaries or the consolidated group of corporations of which either Company or any Subsidiary is a member, Acquired Companies or waive or extend the statute of limitations with respect to any such Tax Return, to the extent such amendment or waiver would increase the Taxes of either Company, its Subsidiaries, the Acquired Companies or Buyer in a taxable period (or portion thereof) beginning on or or-after the Closing Date.

Tax Cooperation. (a) For a period of seven years from and after the Closing, ASC and the Buyer Purchasers agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records), and assistance relating to the Companies Company and their respective its Subsidiaries as is reasonably requested for the filing of any Tax Returns, for the preparation of any audit, and for the prosecution or defense of any claim, suit or proceeding related to any proposed adjustment. Any information obtained under this Section 11.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. After the expiration of such seven-year period, the Buyer Purchasers or ASC, as the case may be, may dispose of such information, books and records, provided that prior to such disposition, (i) ASC shall give the Buyer Purchasers the opportunity, at Buyer’s Purchasers’ expense, to take possession of such information, books and records held by ASC; and (ii) the Buyer Purchasers shall give ASC the opportunity, at ASC’s expense, to take possession of such information, books and records held by the Companies Company and their respective its Subsidiaries. (b) The Buyer agrees Purchasers agree that with respect to Pre-Closing Periods, it they shall not, on or after the Closing Date, without the prior written consent of ASC, amend any Tax Return (except as required by Law), or waive or extend any statute of limitations with respect to any such Tax Return to the extent such amendment or waiver would increase the Taxes of either the Company or its Subsidiaries for any Pre-Closing Period. ASC agrees that, with respect to Pre-Closing Periods, it shall not, on or after the date hereof, without the prior written consent of BuyerPurchasers, amend any Tax Return (except as required by Law) of either the Company or its Subsidiaries or the consolidated group of corporations of which either the Company or any Subsidiary is a member, or waive or extend the statute of limitations with respect to any such Tax Return, to the extent such amendment or waiver would increase the Taxes of either the Company, its Subsidiaries, or Buyer Purchaser in a taxable period (or portion thereof) beginning on or after the Closing Date...

Tax Cooperation. (a) For a period The Parties shall cooperate with one another in the preparation of seven years from and after all Tax returns, questionnaires, applications or other documents regarding any Taxes or transfer, recording, registration or other fees that become payable in connection with the Closing, ASC and the Buyer agree to furnish or cause Transactions that are required to be furnished to each otherfiled on or before the Closing Date, upon request, as promptly as practicable, such information (including access to books and records), and assistance relating to the Companies and their respective Subsidiaries as is reasonably requested for or in connection with the filing of any Tax Returnsreturns, for the preparation for any audit by any taxing authority, the response to any inquiry by a taxing authority or security holder, the mailing or filing of any audit, notice and for the prosecution or defense of any claim, suit or proceeding relating to any Tax returns or any other filing required to be made with any taxing authority or any other matter related to any proposed adjustmentTaxes. Any information obtained under this Section 11.4(a) Seller and Buyer shall be kept confidential, except as may be otherwise necessary cooperate with each other in connection with the filing of any Tax Returns or claims return, amended return, claim for refund or in conducting an the conduct of any audit or other proceedingproceeding related to Taxes involving the Business prior to the Effective Time. After Buyer further agrees to (i) retain within its possession all books and records and all other information regarding Taxes relating to the Subject Assets or the conduct or operation of the Business for any taxable period or portion thereof, ending on or before the Effective Time (the “Tax Information”) until the expiration of the statute of limitations applicable to Seller for such seven-year periodtaxable periods (giving effect to any waiver or extension thereof), the Buyer or ASC, as the case may be, may dispose of such information, books and records, provided that prior to such disposition, (i) ASC shall give the Buyer the opportunity, at Buyer’s expense, to take possession of such information, books and records held by ASC; and (ii) maintain the Buyer shall give ASC the opportunity, at ASC’s expense, Tax Information in such manner so as to take possession of such information, books enable Seller to have prompt and records held by the Companies complete access thereto and their respective Subsidiaries. (biii) The Buyer agrees that with respect to Pre-Closing Periods, it shall not, on or after the Closing Date, not destroy any Tax Information without the prior written consent of ASC, amend any Tax Return Seller (except as required by Law), which consent shall not be unreasonably withheld) until the seventh anniversary of the Effective Time or waive or extend any the expiration of the statute of limitations applicable to Seller for such taxable periods (giving effect to any waiver or extension thereof), whichever is later. (b) Buyer and Seller agree that with respect to any income or payment subject to reporting or withholding occurring prior to and including the Effective Time, Seller shall be responsible for (i) the filing of any Tax return (including, but not limited to, Forms 945 and 1042), information return (including, but not limited to, Forms 1099-B, 1099-INT, 1099-OID and 1042S), or withholding Tax deposit coupons and (ii) the withholding and remittance of Tax to each appropriate taxing authority, and the mailing of any related payee statement or notice to a securityholder. Buyer shall be responsible for such Tax Return to the extent such amendment or waiver would increase the Taxes of either Company or its Subsidiaries for any Pre-Closing Period. ASC agrees that, filings with respect to Pre-Closing Periods, it shall not, any income or payment with respect to the Subject Assets subject to reporting or withholding occurring on or after the date hereofEffective Time. (c) Notwithstanding any of the foregoing, without the prior written consent of Buyerany transfer, amend any Tax Return documentary, sales, use or other Taxes (except as required by Law“Transfer Taxes”) of either Company assessed upon or its Subsidiaries or the consolidated group of corporations of which either Company or any Subsidiary is a member, or waive or extend the statute of limitations with respect to any such Tax Return, the transfer of the Subject Assets to Buyer that are not measured by gain or income realized by Seller or are not related to the extent such amendment transfer of interests in real estate and any recording or waiver would increase filing fees with respect thereto shall be the responsibility of Buyer. All Taxes measured by gain or income realized by Seller or related to the transfer of either Company, its Subsidiaries, or interests in real estate shall be the sole responsibility of Seller. (d) Buyer and Seller shall cooperate in a taxable period the preparation and filing of any Tax returns that are required to be filed in connection with Transfer Taxes. Buyer shall remit to Seller all Transfer Taxes due in connection with the transfer of the Subject Assets by the fifteenth (or portion thereof15th) beginning on or after of the Closing Datemonth following the month in which the Effective Time shall occur. Seller will remit these Transfer Taxes to the appropriate Taxing authority by the due date of the Transfer Tax return for the month in which the Effective Time shall occur.

Tax Cooperation. (a) For a period Each of seven years from Majority Shareholder and after the Closing, ASC and the Buyer Parent agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records), records and the reasonably requested assistance of its employees or representatives) relating to the Companies and their respective Subsidiaries Company and/or any Subsidiary of the Company as is reasonably requested for the filing of any Tax Returns, for the response to or preparation of for any audit, and or for the prosecution or defense of any claim, suit or proceeding related to any proposed adjustmentTax Claim. Any information obtained under this Section 11.4(a) 8.2 shall be kept confidential, confidential except (i) as may otherwise be otherwise necessary in connection with the filing of Tax Returns Returns, the prosecution or claims for refund defense of any Tax Claim, or in the conducting an of any audit or other proceeding. After the expiration of such seven-year period, the Buyer proceeding or ASC(ii) as consented to by Majority Shareholder or Parent, as the case may be, may dispose of such information, books and records, provided that prior to such disposition, (i) ASC shall give the Buyer the opportunity, at Buyer’s expense, to take possession of such information, books and records held by ASC; and (ii) the Buyer shall give ASC the opportunity, at ASC’s expense, to take possession of such information, books and records held by the Companies and their respective Subsidiaries. (b) The Buyer agrees that Parent shall not permit the Company or any of its Subsidiaries, subject to Section 8.2(e) and Section 8.3, to make or change any Tax election or amend any Tax Return (other than with respect to Pre-the carryback of a Tax Attribute from a period ending after the Stock Purchase Closing PeriodsDate) if and only to the extent such election or amendment specifically relates to Taxes for which the Majority Shareholder has agreed to indemnify Parent pursuant to Section 8.1 of this Agreement, it without the consent of the majority Shareholder not to be unreasonably withheld. (c) Subject to Section 8.2(d), Majority Shareholder shall not, on or after the Closing Date, without the prior written consent of ASCand Parent shall not be required by Majority Shareholder to, amend any Tax Return of or relating to the Company or any Subsidiary. (except as required by Lawd) Ruling Request -------------- (i) Majority Shareholder shall provide to Parent all (A) supplements, documents and other written information ("Ruling Request Materials") to be submitted or provided to the IRS) and (B) any written requests, documents or other information (including any private letter ruling) received from the IRS ("IRS Materials"), in each case, in ------------- connection with the "Request for Relief under Treasury Regulation Section 301.9100-3" by the Majority Shareholder dated February 19, 2002 (the "Ruling Request"), provided, however, that Majority Shareholder shall be -------------- -------- ------- entitled to redact any information contained in any Ruling Request Materials or waive IRS Materials that directly or extend any statute indirectly disclose confidential information of limitations with Majority Shareholder. (ii) To the extent that the IRS rules favorably in respect of the Ruling Request, Parent shall cause the Company and its Subsidiaries to any furnish to Majority Shareholder, upon request and as promptly as reasonably practicable, such Tax Return information (including reasonable access to books and records and the reasonably requested assistance of its employees or representatives) relating to the extent such amendment or waiver would increase the Taxes Company and/or any of either Company or its Subsidiaries as is reasonably requested for the filing of any Pre-Closing Period. ASC agrees thatconsolidated, with respect to Pre-Closing Periodsunitary, it shall not, on combined or after the date hereof, without the prior written consent of Buyer, amend any similar Tax Return (except as required by Lawfor any taxable period ending in 1999, 2000, 2001 and 2002) of either which Majority Shareholder is the common parent, and thereafter Majority Shareholder, as soon as reasonably practicable, shall provide to Parent copies of each of the pro forma Tax Returns of each of the Company or and its Subsidiaries to be included in such Majority Shareholder's U.S. federal consolidated (and any applicable state or local combined, unitary or similar) income Tax Return. If any request by the consolidated group Majority Shareholder to the Company and/or any of corporations of which either its Subsidiaries pursuant to this Section 8.2(d)(ii) requires the Company or any Subsidiary is of its Subsidiaries to incur accountant's and similar fees and expenses (other than such fees and expenses incurred in the ordinary course), the Majority Shareholder shall pay such fees and expenses as such fees and expenses are incurred. (e) accordance with the standards set forth in this Section 8.2(e) and as promptly as practicable. The fees and expenses of the Tax Accountant shall be borne by the Majority Shareholder, provided, however, that Parent shall pay to Majority -------- ------- Shareholder (no later than 10 days after payment by the Majority Shareholder of such fees and expenses) a membernumber of shares of Parent Common Stock, or waive or extend the statute of limitations with respect to any such Tax Return, rounded down to the extent such amendment or waiver would increase nearest whole share, equal to the Taxes quotient determined by dividing (i) one-half of either Company, its Subsidiaries, or Buyer in a taxable period the fees and expenses of the Tax Accountant that are payable by the Majority Shareholder under this Section 8.2(e) by (or portion thereofii) beginning on or after the Closing DateTax Average Trading Price.

Tax Cooperation. (a) For a period of seven 7 years from and after the Closing, ASC Sellers and the Buyer agree to shall furnish or cause to be furnished to each other, upon written request, as promptly as practicable, such information (including access to books and records), records and assistance relating to the Companies and their respective Subsidiaries as is reasonably requested for the filing of any Tax Returns, for the preparation of any audit, and for the prosecution or defense of any claim, suit or proceeding related to any proposed adjustmentassessment. Any information obtained under this Section 11.4(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. After the expiration of such seven-7 year period, the Buyer or ASCSellers, as the case may be, may dispose of such information, books and records, provided that prior to such disposition, (i) ASC Sellers shall give the Buyer the opportunity, at Buyer’s expense, to take possession of such information, books and records held by ASCSellers; and (ii) the Buyer shall give ASC Sellers the opportunity, at ASC’s Sellers’ expense, to take possession of such information, books and records held by the Companies and their respective SubsidiariesCompanies. (b) The Buyer agrees that with respect to Pre-Closing Periods, it shall not, on or after the Closing Date, without the prior written consent of ASCSellers, amend any Tax Return (Return, except as required by Law), or waive or extend any statute of limitations with respect to any such Tax Return to the extent such amendment or waiver would increase the Taxes of either Company the Companies or its Subsidiaries Sellers for any Pre-Closing Period. ASC agrees that, with With respect to Pre-Closing Periods, it Sellers shall not, on or after the date hereof, without the prior written consent of Buyer, amend any Tax Return (Return, except as required by Law) , of either Company or its Subsidiaries or the consolidated group of corporations of which either Company or any Subsidiary is a member, Companies or waive or extend the statute of limitations with respect to any such Tax Return, to the extent such amendment or waiver would increase the Taxes of either Company, its Subsidiaries, the Companies or Buyer in a taxable period (or portion thereof) beginning on or or-after the Closing Date.

Tax Cooperation. The Parties shall provide each other with such cooperation and information as any of them reasonably may request of the other Parties (and following the Closing, Buyer shall cause the Group Companies to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any Contest. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities and providing powers of attorney; provided that Buyer shall not be required to provide Seller Representative with (a) For any Tax Return of Parent or any of its Affiliates (other than the Group Companies) or (b) any Tax Return of a period consolidated, combined, unitary or affiliated Tax group of seven years from and after which Parent or Buyer is a member pursuant to this Section 8.7, provided that to the Closingextent the Taxes of a Group Company are reflected on any such Tax Return, ASC and Buyer shall provide the Buyer agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records), and assistance Seller Representative a pro forma Tax Return relating to the Companies applicable Group Company. The Parties shall make themselves (and their respective Subsidiaries as is employees) reasonably requested for the filing available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 8.7. Notwithstanding anything to the contrary in this Agreement, each of the Parties shall retain all Tax Returns, work papers and all material records or other documents in its possession relating to Tax matters of the Group Companies for any taxable period that includes the preparation of any audit, Closing Date and for all prior taxable periods until the prosecution later of (x) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, taking into account extensions or defense of any claim, suit or proceeding related to any proposed adjustment(y) six years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 11.4(a) 8.7 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. After the expiration of such seven-year period, the Buyer or ASC, as the case may be, may dispose of such information, books and records, provided that prior to such disposition, (i) ASC shall give the Buyer the opportunity, at Buyer’s expense, to take possession of such information, books and records held by ASC; and (ii) the Buyer shall give ASC the opportunity, at ASC’s expense, to take possession of such information, books and records held by the Companies and their respective Subsidiaries. (b) The Buyer agrees that with respect to Pre-Closing Periods, it shall not, on or after the Closing Date, without the prior written consent of ASC, amend any Tax Return (except as required by Law)a Contest, or waive or extend any statute of limitations as otherwise is required to be disclosed in accordance with respect to any such Tax Return to the extent such amendment or waiver would increase the Taxes of either Company or its Subsidiaries for any Pre-Closing Period. ASC agrees that, with respect to Pre-Closing Periods, it shall not, on or after the date hereof, without the prior written consent of Buyer, amend any Tax Return (except as required by applicable Law) of either Company or its Subsidiaries or the consolidated group of corporations of which either Company or any Subsidiary is a member, or waive or extend the statute of limitations with respect to any such Tax Return, to the extent such amendment or waiver would increase the Taxes of either Company, its Subsidiaries, or Buyer in a taxable period (or portion thereof) beginning on or after the Closing Date.