STOCK OR ANY OTHER TRANSACTION THAT
OCCURS PURSUANT TO THIS AGREEMENT SHALL BE THE OBLIGATION OF THE PURCHASER,
EXCEPT FOR REAL ESTATE TRANSFER TAXES WHICH SHALL BE PAID AS PROVIDED IN THE
REAL ESTATE PURCHASE AGREEMENT.
7.4.
POST-CLOSING ACCESS AND COOPERATION. FROM AND AFTER THE CLOSING
DATE, THE PURCHASER AGREES, AND AGREES TO CAUSE THE COMPANY AND THE SUBSIDIARY,
TO PERMIT THE SELLER AND ITS REPRESENTATIVES TO HAVE REASONABLE ACCESS, DURING
NORMAL BUSINESS HOURS, TO THE BOOKS AND RECORDS OF THE COMPANY AND THE
SUBSIDIARY, TO THE EXTENT THAT SUCH BOOKS AND RECORDS RELATE TO A PRE-CLOSING
PERIOD, AND PERSONNEL, FOR THE
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PURPOSE OF ENABLING THE SELLER TO: (I) PREPARE TAX RETURNS, (II) INVESTIGATE OR
CONTEST ANY TAX MATTER WHICH THE SELLER HAS THE AUTHORITY TO CONDUCT (III)
EVALUATE ANY CLAIM FOR INDEMNIFICATION, AND (IV) PREPARE THE SELLER AND ITS
AFFILIATES' FINANCIAL STATEMENTS.
7.5.
§338(H)(10) ELECTION. AT PURCHASER'S OPTION, EACH SELLER SHALL JOIN
WITH PURCHASER IN MAKING AN ELECTION UNDER CODE §338(H)(10) (AND ANY
CORRESPONDING ELECTION UNDER STATE, LOCAL, AND FOREIGN TAX LAW) WITH RESPECT TO
THE PURCHASE AND SALE OF THE STOCK HEREUNDER (COLLECTIVELY, A Ҥ338(H)(10)
ELECTION").
7.6
PURCHASE PRICE ALLOCATION. THE PURCHASER, THE COMPANY AND SELLER
AGREE THAT THE FINAL PURCHASE PRICE AND THE LIABILITIES OF THE COMPANY WILL BE
ALLOCATED TO THE ASSETS OF THE COMPANY FOR ALL PURPOSES (INCLUDING TAX AND
FINANCIAL ACCOUNTING) AS SHOWN ON THE ALLOCATION SCHEDULE TO BE ATTACHED HERETO
AS SCHEDULE 7.6 WITHIN FORTY-FIVE (45) DAYS FOLLOWING THE CLOSING DATE. THE
PURCHASER, THE COMPANY AND SELLER SHALL FILE ALL TAX RETURNS (INCLUDING AMENDED
RETURNS AND CLAIMS FOR REFUND) AND INFORMATION REPORTS IN A MANNER CONSISTENT
WITH THE ALLOCATION SCHEDULE.
ARTICLE 8
PERFORMANCE FOLLOWING THE CLOSING DATE
The following covenants and agreements are to be performed after the Closing by
the parties and shall continue in effect for the periods respectively indicated
or, where no indication is made, until performed:
8.1.
FURTHER ACTS AND ASSURANCES. THE PARTIES AGREE THAT, AT ANY TIME
AND FROM TIME TO TIME, ON AND AFTER THE CLOSING DATE, UPON THE REASONABLE
REQUEST OF THE OTHER PARTY, THEY WILL DO OR CAUSE TO BE DONE ALL SUCH FURTHER
ACTS AND THINGS AND EXECUTE, ACKNOWLEDGE AND DELIVER, OR CAUSE TO BE EXECUTED,
ACKNOWLEDGED AND DELIVERED ANY AND ALL PAPERS, DOCUMENTS, INSTRUMENTS,
AGREEMENTS, ASSIGNMENTS, TRANSFERS, ASSURANCES AND CONVEYANCES AS MAY BE
NECESSARY OR DESIRABLE TO CARRY OUT AND GIVE EFFECT TO THE PROVISIONS AND INTENT
OF THIS AGREEMENT. IN ADDITION, FROM AND AFTER THE CLOSING DATE, THE PURCHASER
WILL AFFORD TO THE SELLER AND ITS ATTORNEYS, ACCOUNTANTS AND OTHER
REPRESENTATIVES ACCESS, DURING NORMAL BUSINESS HOURS, TO SUCH PERSONNEL, BOOKS
AND RECORDS RELATING TO THE COMPANY AND/OR THE SUBSIDIARY AS MAY REASONABLY BE
REQUIRED IN CONNECTION WITH THE PREPARATION OF FINANCIAL INFORMATION OR THE
FILING OF TAX RETURNS AND WILL COOPERATE IN ALL REASONABLE RESPECTS IN
CONNECTION WITH CLAIMS AND PROCEEDING ASSERTED BY OR AGAINST THIRD PARTIES,
RELATING TO OR ARISING FROM THE TRANSACTIONS CONTEMPLATED HEREBY.
8.2.
EMPLOYEE MATTERS.
(A)