DAYS FOR THE AMOUNTS OF ALL SUCH CHECKS OR DRAFTS, OR, IF SO
REQUESTED BY BUYER, ENDORSE SUCH CHECKS OR DRAFTS TO BUYER FOR COLLECTION.
TO
THE EXTENT SELLER OR ANY OF ITS SUBSIDIARIES RECEIVES ANY MAIL OR PACKAGES
ADDRESSED AND DELIVERED TO SELLER BUT RELATING TO GPAA AND LDMA, SELLER SHALL,
OR SHALL CAUSE SUCH SUBSIDIARIES TO, PROMPTLY DELIVER SUCH MAIL OR PACKAGES TO
BUYER, AND ANY INFORMATION ACQUIRED, DIRECTLY OR INDIRECTLY, THROUGH ACCESS TO
SUCH MAIL OR PACKAGES SHALL BE SUBJECT TO THE CONFIDENTIALITY OBLIGATIONS OF
EACH PARTY AS PREVIOUSLY AGREED.
6.6
CUSTOMER AND VENDOR RELATIONS.
FOR THE
SIX-MONTH PERIOD FOLLOWING THE CLOSING DATE, SELLER SHALL NOT TAKE ANY ACTION
THAT IS INTENDED TO HARM ITS RELATIONS AND GOODWILL WITH THE SUPPLIERS OR
CUSTOMERS OF GPAA AND LDMA.
6.7
BOOKS AND RECORDS; TAX MATTERS.
(A)
BOOKS AND RECORDS.
EACH PARTY AGREES THAT IT
WILL 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 REASONABLY RELATED TO GPAA AND LDMA WHICH ARE NECESSARY OR USEFUL IN
CONNECTION WITH ANY TAX INQUIRY, EMPLOYEE MATTER, AUDIT, INVESTIGATION OR
DISPUTE OR ANY OTHER INVESTIGATION OR LITIGATION OR FOR ANY OTHER APPROPRIATE
ADMINISTRATIVE PURPOSE RELATING TO GPAA AND LDMA (EXCEPT IN THE CASE OF A
DISPUTE BETWEEN THE PARTIES).
THE PARTY REQUESTING ANY SUCH BOOKS AND RECORDS,
INFORMATION OR EMPLOYEES SHALL BEAR ALL OF THE OUT OF POCKET COSTS AND EXPENSES
(INCLUDING ATTORNEYS' FEES, BUT EXCLUDING REIMBURSEMENT FOR SALARIES AND
EMPLOYEE BENEFITS) REASONABLY INCURRED IN CONNECTION WITH PROVIDING SUCH BOOKS
AND RECORDS, INFORMATION OR EMPLOYEES AND SHALL MAINTAIN THE CONFIDENTIALITY OF
ALL SUCH INFORMATION.
(B)
COOPERATION AND RECORDS RETENTION.
BUYER AND
SELLER AGREE TO FURNISH OR CAUSE TO BE FURNISHED TO THE OTHER, UPON REQUEST, AS
PROMPTLY AS PRACTICABLE, SUCH INFORMATION AND ASSISTANCE RELATING TO GPAA AND
LDMA, INCLUDING, WITHOUT LIMITATION, ACCESS TO BOOKS AND RECORDS, AS IS
REASONABLY NECESSARY FOR THE FILING OF ALL TAX RETURNS BY BUYER OR SELLER, THE
MAKING OF ANY ELECTION RELATING TO TAXES, THE PREPARATION FOR ANY AUDIT BY ANY
GOVERNMENTAL ENTITY, AND THE PROSECUTION OR DEFENSE OF ANY CLAIM, SUIT OR
PROCEEDING RELATING TO ANY TAX.
EACH OF BUYER AND SELLER SHALL RETAIN ALL BOOKS
AND RECORDS WITH RESPECT TO TAXES PERTAINING TO GPAA AND LDMA FOR A PERIOD OF AT
LEAST SIX YEARS FOLLOWING THE CLOSING DATE.
AT THE END OF SUCH PERIOD, EACH
PARTY SHALL PROVIDE THE OTHER WITH AT LEAST TEN (10) DAYS PRIOR WRITTEN NOTICE
BEFORE TRANSFERRING, DESTROYING OR DISCARDING ANY SUCH BOOKS AND RECORDS, DURING
WHICH PERIOD THE PARTY RECEIVING SUCH NOTICE CAN ELECT TO TAKE POSSESSION, AT
ITS OWN EXPENSE, OF SUCH BOOKS AND RECORDS.
BUYER AND SELLER SHALL COOPERATE
FULLY WITH EACH OTHER, AT EACH PARTY'S OWN EXPENSE, IN THE CONDUCT OF ANY AUDIT,
LITIGATION OR OTHER PROCEEDING RELATING TO TAXES INVOLVING GPAA AND LDMA.
BUYER
AND SELLER FURTHER AGREE, UPON REQUEST, TO USE THEIR