its Subsidiaries shall:
(A)
PREPARE AND TIMELY FILE ALL TAX RETURNS REQUIRED TO BE FILED BY
THEM ON OR BEFORE THE FIRST CLOSING DATE ("POST-SIGNING RETURNS") IN A MANNER
CONSISTENT WITH PAST PRACTICE, EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAWS;
(B)
CONSULT WITH PARENT WITH RESPECT TO ALL MATERIAL POST-SIGNING
RETURNS AND DELIVER DRAFTS OF SUCH POST-SIGNING RETURNS TO PARENT NO LATER THAN
TEN BUSINESS DAYS PRIOR TO THE DATE ON WHICH SUCH POST-SIGNING RETURNS ARE
REQUIRED TO BE FILED;
(C)
FULLY AND TIMELY PAY ALL TAXES DUE AND PAYABLE IN RESPECT OF SUCH
POST-SIGNING RETURNS THAT ARE SO FILED;
(D)
PROPERLY RESERVE (AND REFLECT SUCH RESERVE IN THEIR BOOKS AND
RECORDS AND FINANCIAL STATEMENTS), FOR ALL TAXES PAYABLE BY THEM FOR WHICH NO
POST-SIGNING RETURN IS DUE PRIOR TO THE EFFECTIVE TIME IN A MANNER CONSISTENT
WITH PAST PRACTICE;
(E)
PROMPTLY NOTIFY PARENT OF ANY MATERIAL LEGAL ACTION OR AUDIT
PENDING OR THREATENED AGAINST THE COMPANY OR ANY OF ITS SUBSIDIARIES IN RESPECT
OF ANY MATERIAL TAX MATTER, AND NOT SETTLE OR COMPROMISE ANY SUCH LEGAL ACTION
OR AUDIT, OR CONSENT TO ANY EXTENSION OR WAIVER OF THE LIMITATIONS PERIOD
APPLICABLE TO ANY TAX CLAIM OR ASSESSMENT, WITHOUT PARENT'S PRIOR WRITTEN
CONSENT WHICH CONSENT MAY NOT BE UNREASONABLY WITHHELD;
(F)
NOT MAKE OR REVOKE ANY MATERIAL TAX ELECTION OR ADOPT OR CHANGE A
MATERIAL TAX ACCOUNTING METHOD OR PERIOD WITHOUT PARENT'S PRIOR WRITTEN CONSENT
WHICH CONSENT MAY NOT BE UNREASONABLY WITHHELD; AND
(G)
TERMINATE ALL CONTRACTS RELATING TO THE SHARING, ALLOCATION OR
INDEMNIFICATION OF TAXES TO WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES IS A
PARTY SUCH THAT THERE ARE NO FURTHER LIABILITIES THEREUNDER.
Section 5.13
Maintenance and Prosecution of Intellectual Property.
(A)
THE COMPANY SHALL CONTINUE TO TAKE ALL REASONABLE STEPS TO PROTECT
AND MAINTAIN THE COMPANY INTELLECTUAL PROPERTY CONSISTENT WITH THE COMPANY'S
PAST PRACTICES.
THE COMPANY SHALL CONTINUE TO BACK UP ALL MATERIAL SOFTWARE AND
DATABASES AND SHALL MAINTAIN SUCH SOFTWARE AND DATABASES AT A SECURE OFF-SITE
LOCATION IN ACCORDANCE WITH PAST PRACTICES.
(B)
OTHER THAN IN RELATION TO ANY PATENTS HELD JOINTLY BY THE COMPANY
AND PARENT OR THE INTELLECTUAL PROPERTY OF PARENT OR ITS SUBSIDIARIES, THE
COMPANY SHALL PROMPTLY NOTIFY PARENT (I) IF IT KNOWS THAT ANY MATERIAL COMPANY
INTELLECTUAL PROPERTY WILL BECOME ABANDONED OR DEDICATED TO THE PUBLIC DOMAIN
EXCEPT FOR THE DISCLOSURE OF
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TRADE SECRETS AS REQUIRED BY THE APPLICABLE PATENT OFFICE PURSUANT TO THE FILING
OF A PATENT APPLICATION, OR (II) IF IT HAS RECEIVED NOTICE OF ANY MATERIAL
ADVERSE DETERMINATION OR DEVELOPMENT (INCLUDING THE INSTITUTION OF, OR ANY SUCH
DETERMINATION OR DEVELOPMENT IN, ANY PROCEEDING IN THE U.S. PATENT AND TRADEMARK
OFFICE (THE "USPTO") OR THE U.S. COPYRIGHT OFFICE (THE "COPYRIGHT OFFICE") OR
EQUIVALENT OFFICE IN ANY FOREIGN JURISDICTION, ANY COURT OR TRIBUNAL IN THE
UNITED STATES OR ANY POLITICAL SUB-DIVISION THEREOF, OR ANY COURT OR TRIBUNAL IN
ANY FOREIGN JURISDICTION), OTHER THAN NON-FINAL DETERMINATIONS OF THE USPTO OR
THE COPYRIGHT OFFICE OR ANY EQUIVALENT OFFICE OR ANY