FairPoint Communications 2005 Annual Report Download - page 192

ARTICLE 7
TAX MATTERS
7.1 Tax Matters.
(a) Cooperation. The Buyer, SICC and the Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in
connection with the filing of Tax returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and
(upon the other party’s request) the provision of records and information reasonably relevant to any such audit, litigation, or other proceeding and making
employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. SICC, the
Shareholders and Buyer agree (A) to retain all books and records with respect to Tax matters pertinent to SICC and its Subsidiaries relating to any taxable
period beginning before the Closing Date until expiration of the statute of limitations (and, to the extent notified by Buyer or the Shareholders, any extensions
thereof) of the respective taxable periods, 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, SICC or the Shareholders, as the case may be, shall allow the other party to take possession of such
books and records.
(b) Mitigation. The parties further agree, upon request, to use their best efforts to obtain any certificate or other document from any
Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the
transactions contemplated hereby).
(c) Tax Sharing Agreements. Any Tax sharing agreement or policy between the SICC or its Affiliates and the Shareholders or their Affiliates
shall be terminated as of the Closing Date and will have no further effect as to SICC or its Affiliates for any Taxable period after the Closing.
(d) Liability for Taxes; Filing of Returns.
(i) Responsibility for Pre-Closing Taxes. From and after the Closing Date, the Shareholders jointly and severally agree to pay any
Taxes payable by SICC and its Subsidiaries (i) for all taxable periods ending on or prior to the Closing Date and (ii) for all Straddle Periods, for that
portion of such taxable period up to and including the Closing Date, but in either event only to the extent such Taxes have not been previously paid
by SICC and/or its Subsidiaries prior to the Closing, were not deducted from the Purchase Price pursuant to Section 1.4, or are not reflected in
current liabilities in the calculation of the Initial Working Capital Adjustment Amount or, if completed, the Final Working Capital Adjustment
Amount. The income of SICC and its Affiliates will be apportioned based on the actual income related to the period up to and including the Closing
Date and to the period after the Closing Date by closing the books of SICC and its Affiliates as of the Effective Time. For purposes of this Section, in
the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax which relates to the portion
of such Taxable period ending on the
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