AND SELLER'S INDEMNIFIED PERSONS SHALL BE ENTITLED TO
INDEMNIFICATION UNDER SECTION 8.3, REGARDLESS OF WHETHER THE MATTER GIVING RISE
TO THE APPLICABLE LIABILITY, PAYMENT, OBLIGATION OR EXPENSE MAY HAVE BEEN
PREVIOUSLY DISCLOSED TO ANY SUCH PERSON UNLESS DISCLOSED IN WRITING HEREIN ON
THE SCHEDULES HERETO UNLESS OTHERWISE INDICATED TO THE CONTRARY THEREON.
THE
WAIVER BY ANY PARTY OF A CONDITION TO CLOSING WHICH IS BASED UPON THE ACCURACY
OF ANY REPRESENTATION OR WARRANTY, OR ON THE PERFORMANCE OF OR COMPLIANCE WITH
ANY COVENANT OR OBLIGATION, WILL NOT AFFECT THAT OR ANY OTHER PERSON'S RIGHT TO
INDEMNIFICATION OF LOSSES HEREUNDER OR OTHER REMEDY.
(B) IF ANY LOSS IS RECOVERABLE UNDER MORE THAN ONE PROVISION HEREOF, THE
INDEMNIFIED PERSON SHALL BE ENTITLED TO ASSERT A CLAIM FOR SUCH LOSS UNTIL THE
EXPIRATION OF THE LONGEST PERIOD OF TIME WITHIN WHICH TO ASSERT A CLAIM FOR LOSS
UNDER ANY OF THE PROVISIONS WHICH ARE APPLICABLE.
SECTION 8.7
PAYMENT OF INDEMNIFICATION.
CLAIMS FOR INDEMNIFICATION UNDER THIS ARTICLE 8 SHALL BE PAID OR OTHERWISE
SATISFIED BY THE INDEMNIFYING PERSONS WITHIN THIRTY (30) DAYS AFTER NOTICE
THEREOF IS GIVEN BY THE INDEMNIFIED PERSON.
ARTICLE IX.
ADDITIONAL POST-CLOSING AGREEMENTS
SECTION 9.1
BOOKS AND RECORDS; TAX MATTERS.
(A) BOOKS AND RECORDS.
EACH PARTY AGREES THAT IT WILL FULLY COOPERATE WITH AND
MAKE AVAILABLE TO THE OTHER PARTY, DURING NORMAL BUSINESS HOURS, ALL BOOKS AND
RECORDS, INFORMATION AND EMPLOYEES (WITHOUT SUBSTANTIAL DISRUPTION OF
EMPLOYMENT) RETAINED AND REMAINING IN EXISTENCE AFTER THE CLOSING WHICH ARE
NECESSARY OR USEFUL IN CONNECTION WITH (I) ANY TAX INQUIRY, AUDIT, INVESTIGATION
OR DISPUTE, ANY LITIGATION OR INVESTIGATION, (II) ANY FINANCIAL STATEMENTS OR
FINANCIAL STATEMENT AUDITS REQUIRED TO BE PROVIDED AND/OR FILED BY THE BUYER
PURSUANT TO ANY FEDERAL OR STATE SECURITIES LAWS, OR (III) ANY OTHER MATTER
REQUIRING ANY SUCH BOOKS AND RECORDS, INFORMATION OR EMPLOYEES FOR ANY
REASONABLE BUSINESS PURPOSE.
THE PARTY REQUESTING ANY SUCH BOOKS AND RECORDS,
INFORMATION OR EMPLOYEES SHALL BEAR ALL OF THE OUT-OF-POCKET COSTS AND EXPENSES
(INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES, BUT EXCLUDING
REIMBURSEMENT FOR SALARIES AND EMPLOYEE BENEFITS) REASONABLY INCURRED IN
CONNECTION WITH PROVIDING SUCH BOOKS AND RECORDS, INFORMATION OR EMPLOYEES.
ALL
INFORMATION RECEIVED PURSUANT TO THIS SECTION 9.1(A) SHALL BE SUBJECT TO THE
TERMS OF THE CONFIDENTIALITY AGREEMENT.
(B) COOPERATION AND RECORDS RETENTION.
SELLER AND BUYER SHALL (I) EACH PROVIDE
THE OTHER WITH SUCH ASSISTANCE AS MAY REASONABLY BE REQUESTED BY ANY OF THEM
IN CONNECTION WITH THE PREPARATION OF ANY RETURN, AUDIT, OR OTHER EXAMINATION BY
ANY TAXING AUTHORITY OR JUDICIAL OR ADMINISTRATIVE PROCEEDINGS RELATING TO
LIABILITY FOR TAXES, (II) EACH PROVIDE THE OTHER WITH ANY RECORDS OR OTHER
INFORMATION THEN IN THE POSSESSION OF SUCH PARTY THAT MAY BE RELEVANT TO SUCH
RETURN, AUDIT OR EXAMINATION, PROCEEDING OR DETERMINATION, AND (III) EACH
PROVIDE THE OTHER WITH ANY FINAL DETERMINATION OF ANY SUCH AUDIT OR EXAMINATION,
47
PROCEEDING, OR DETERMINATION THAT AFFECTS ANY AMOUNT REQUIRED TO BE SHOWN ON ANY
TAX RETURN OF THE OTHER FOR ANY PERIOD.
WITHOUT LIMITING THE GENERALITY OF THE