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filed by the Combined Consolidated Group and the AMAX
Consolidated Group [the Amax group], Alumax shall have
the sole and exclusive authority to contest, compromise
or settle any proposed adjustment or assessed or as-
serted deficiency relating to or resulting from any
Alumax Consolidated Return Item. AMAX shall with
respect to each taxable year for which a Combined
Consolidated Return is filed and each Post-Consolida-
tion Year for which the tax liability of the AMAX
Consolidated Group is affected by Alumax Consolidated
Return Items provide Alumax with an executed power of
attorney, in a form satisfactory to Alumax, appointing
persons designated by Alumax as attorneys-in-fact to
represent AMAX before the Internal Revenue Service in
connection with any examination of the return or initi-
ation or conduct of any refund claim for that taxable
year, to the extent related to Alumax Consolidated
Return Items, and shall not revoke the power without
first obtaining the written consent of Alumax. AMAX
shall promptly notify Alumax of and shall not object to
any requests by the Internal Revenue Service to deal
directly with any member of the Alumax Consolidated
Group in the course of an audit. AMAX shall not con-
test, compromise or settle any proposed adjustment or
assessed or asserted deficiency relating to or result-
ing from an Alumax Consolidated Return Item or that
would affect the Pro Forma Alumax Return [pro forma
returns] * * * or the actual federal income tax liabil-
ity of the Alumax Consolidated Group for any taxable
year or seek a refund relating to an Alumax Consoli-
dated Return Item without first obtaining the written
consent of Alumax. Alumax shall keep AMAX fully in-
formed of the status of any contest concerning an
Alumax Consolidated Return Item.
The tax-sharing agreement provided that it was to be binding
upon and was to inure to the benefit of any successor, by merger,
acquisition of assets, or otherwise, to any of the parties to the
same extent as if the successor had been an original party to
that agreement.
Also in connection with the 1984 restructuring, on or about
March 9, 1984, (1) a pledge and indemnity agreement (pledge and
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