(OR PART THEREOF) OF THE CORPORATION
OR ANY SUBSIDIARY ENDING ON OR AFTER THE CLOSING DATE; OR
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(II)
OTHERWISE MAY REASONABLY BE EXPECTED TO MATERIALLY AND ADVERSELY
AFFECT PURCHASER, THE CORPORATION OR ANY SUBSIDIARY FOR ANY TAXATION YEAR (OR
PART THEREOF) ENDING ON OR AFTER THE CLOSING DATE, THEN THERE SHALL BE NO
SETTLEMENT, CLOSING OR OTHER AGREEMENT WITH RESPECT TO THAT ISSUE WITHOUT THE
CONSENT OF SUCH AFFECTED PARTY, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD
OR DELAYED.
PURCHASER SHALL HAVE THE RIGHT TO CONTROL THE CONDUCT OF ANY TAX
CLAIM RELATING TO THE CORPORATION OR ANY SUBSIDIARY WITH RESPECT TO ANY TAX
MATTER ARISING IN A PERIOD (OR PART THEREOF) ENDING AFTER THE CLOSING DATE.
11.6
ASSISTANCE AND COOPERATION
After the Closing, Vendor and Purchaser shall (and shall cause their respective
Affiliates to):
(A)
COOPERATE IN A TIMELY MANNER IN PREPARING FOR ANY AUDITS OF, OR
DISPUTES WITH TAXING AUTHORITIES REGARDING, ANY TAX RETURNS OF THE CORPORATION
AND THE SUBSIDIARIES;
(B)
MAKE AVAILABLE TO THE OTHER PARTY AND TO ANY TAXING AUTHORITY IN A
TIMELY MANNER AS REASONABLY REQUESTED ALL INFORMATION, RECORDS, AND DOCUMENTS
RELATING TO TAXES AND TAX PLANNING OF THE CORPORATION AND THE SUBSIDIARIES OR
THEIR ASSETS OR THE BUSINESS;
(C)
PROVIDE TIMELY NOTICE TO THE OTHER IN WRITING OF ANY PENDING OR
THREATENED TAX AUDITS OR ASSESSMENT OF THE CORPORATION OR THE SUBSIDIARIES FOR
TAXATION YEAR OR OTHER PERIODS FOR WHICH THE OTHER MAY HAVE A LIABILITY UNDER
THIS ARTICLE 11;
(D)
WITHIN 30 DAYS OF THE RECEIPT OF A WRITTEN REQUEST THEREFOR,
FURNISH THE OTHER WITH COPIES OF ALL CORRESPONDENCE RECEIVED FROM ANY TAXING
AUTHORITY IN CONNECTION WITH ANY TAX AUDIT OR INFORMATION REQUEST WITH RESPECT
TO ANY SUCH TAXATION YEAR OR OTHER PERIODS OF THE CORPORATION OR ANY OF THE
SUBSIDIARIES;
(E)
TIMELY PROVIDE TO THE OTHER PARTY POWERS OF ATTORNEY OR SIMILAR
AUTHORIZATIONS NECESSARY TO CARRY OUT THE PURPOSES OF THIS ARTICLE 11; AND
(F)
USE REASONABLE EFFORTS TO PROPERLY RETAIN AND MAINTAIN ACCOUNTING
AND TAX RECORDS AND INFORMATION, IN A TIMELY MANNER CONSISTENT WITH TAXING
AUTHORITY GUIDELINES, TO THE EXTENT THOSE RECORDS AND INFORMATION RELATE TO THE
CORPORATION AND THE SUBSIDIARIES OR ANY OF THE ASSETS AND THE BUSINESS UNTIL 120
DAYS FOLLOWING THE EXPIRATION OF THE APPLICABLE STATUTE OF LIMITATIONS PERIOD,
AND PROMPTLY NOTIFY THE OTHER PARTY PRIOR TO DESTRUCTION OF ANY OF THOSE TAX
RECORDS OR THAT INFORMATION AND PROVIDE THE OTHER PARTY A REASONABLE OPPORTUNITY
TO MAKE AND RETAIN COPIES OF ANY OF THOSE TAX RECORDS OR THAT INFORMATION.
ARTICLE 12
TERMINATION AND CLOSING
12.1
TERMINATION
This Agreement may be terminated at any time before Closing:
(A)
BY MUTUAL WRITTEN CONSENT OF VENDOR AND PURCHASER;
(B)
BY PURCHASER, SUBJECT TO SECTION 6.1, IF ANY OF PURCHASER'S
CONDITIONS SHALL HAVE NOT BEEN FULFILLED BY THE TIME REQUIRED OR SHALL HAVE
BECOME INCAPABLE OF FULFILLMENT OTHER THAN AS A RESULT OF PURCHASER'S BREACH OF
THIS AGREEMENT, AND SHALL NOT HAVE BEEN WAIVED BY PURCHASER;
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(C)
BY