PAID
BY THE PARTY OWING IT TO THE OTHER AT THE CLOSING. THEREAFTER, SELLER SHALL
NOTIFY BUYER UPON RECEIPT OF ANY BILL FOR REAL OR PERSONAL PROPERTY TAXES
RELATING TO THE PURCHASED ASSETS, PART OR ALL OF WHICH ARE ATTRIBUTABLE TO THE
POST-CLOSING TAX PERIOD, AND SHALL PROMPTLY DELIVER SUCH BILL TO BUYER WHO SHALL
PAY THE SAME TO THE APPROPRIATE GOVERNMENTAL AUTHORITY; PROVIDED THAT IF SUCH
BILL COVERS THE PRE-CLOSING TAX PERIOD, SELLER SHALL ALSO REMIT PRIOR TO THE DUE
DATE OF ASSESSMENT TO BUYER PAYMENT FOR THE PROPORTIONATE AMOUNT OF SUCH BILL
THAT IS ATTRIBUTABLE TO THE PRE-CLOSING TAX PERIOD. IF EITHER SELLER OR BUYER
SHALL THEREAFTER MAKE A PAYMENT FOR WHICH IT IS ENTITLED TO REIMBURSEMENT UNDER
THIS SECTION 8.03(B), THE OTHER PARTY SHALL MAKE SUCH REIMBURSEMENT PROMPTLY BUT
IN NO EVENT LATER THAN 30 DAYS AFTER THE PRESENTATION OF A STATEMENT SETTING
FORTH THE AMOUNT OF REIMBURSEMENT TO WHICH THE PRESENTING
34
PARTY IS ENTITLED ALONG WITH SUCH SUPPORTING EVIDENCE AS IS REASONABLY NECESSARY
TO CALCULATE THE AMOUNT OF REIMBURSEMENT. ANY PAYMENT REQUIRED UNDER THIS
SECTION AND NOT MADE WITHIN 10 DAYS OF DELIVERY OF THE STATEMENT SHALL BEAR
INTEREST AT THE RATE PER ANNUM DETERMINED, FROM TIME TO TIME, UNDER THE
PROVISIONS OF SECTION 6621(A)(2) OF THE CODE FOR EACH DAY UNTIL PAID.
(C)
ANY TRANSFER, DOCUMENTARY, SALES, USE, STAMP, OR OTHER TAXES
ASSESSED UPON OR WITH RESPECT TO THE TRANSFER OF THE PURCHASED ASSETS TO BUYER
AND ANY RECORDING OR FILING FEES WITH RESPECT THERETO SHALL BE BORNE AND PAID BY
BUYER, AND BUYER SHALL PROMPTLY REIMBURSE SELLER FOR ANY SUCH AMOUNTS PAID BY
SELLER. BUYER AND SELLER SHALL COOPERATE TO MINIMIZE THE AMOUNT OF ALL THE
FOREGOING TAXES AND SHALL PROVIDE EACH OTHER WITH ANY APPROPRIATE RESALE
EXEMPTION CERTIFICATIONS, TAX CLEARANCE CERTIFICATES AND OTHER SIMILAR
DOCUMENTATION. THE PARTY THAT IS REQUIRED BY APPLICABLE LAW TO MAKE THE FILINGS,
REPORTS, OR RETURNS AND TO HANDLE ANY AUDITS OR CONTROVERSIES WITH RESPECT TO
ANY OF THE FOREGOING TAXES SHALL DO SO, AND THE OTHER PARTY SHALL COOPERATE (AND
MAKE REIMBURSEMENT) WITH RESPECT THERETO AS NECESSARY.
ARTICLE IX
EMPLOYEE BENEFITS
9.01
EMPLOYEE BENEFITS DEFINITIONS. THE FOLLOWING TERMS, AS USED HEREIN,
HAVING THE FOLLOWING MEANING:
"Benefit Arrangement" means an employment, severance or similar contract,
arrangement or policy (written or oral) and each plan or arrangement providing
for severance, insurance coverage (including any self-insured arrangements),
workers' compensation, disability benefits, supplemental unemployment benefits,
vacation benefits, pension or retirement benefits or for deferred compensation,
profit-sharing, bonuses, phantom stock, stock options, stock appreciation rights
or other forms of incentive compensation or post-retirement insurance,
compensation or benefits or any Co-employment agreement that (i) is not an
Employee Plan, (ii) is entered into, maintained or contributed to, as the case
may be, by Seller and (iii) covers any Employee or former Employee of Seller.
"Employee" for purposes of this Section IX means any employee of Seller.
"Employee Plan" means each "employee benefit plan," as such term is defined in
Section 3(3) of