OF SUCH ASSERTED TAX
LIABILITY, THEN (I) IF THE INDEMNIFYING PARTY IS PRECLUDED FROM CONTESTING THE
ASSERTED TAX LIABILITY IN ANY FORUM AS A RESULT OF THE FAILURE TO GIVE PROMPT
NOTICE, THE INDEMNIFYING PARTY SHALL HAVE NO OBLIGATION TO INDEMNIFY THE
INDEMNIFIED PARTY FOR TAXES ARISING OUT OF SUCH ASSERTED TAX LIABILITY, AND
(II) IF THE INDEMNIFYING PARTY IS NOT PRECLUDED FROM CONTESTING THE ASSERTED TAX
LIABILITY IN ANY FORUM, BUT SUCH FAILURE TO PROVIDE PROMPT NOTICE RESULTS IN A
MONETARY DETRIMENT TO THE INDEMNIFYING PARTY, THEN ANY AMOUNT WHICH THE
46
Indemnifying Party is otherwise required to pay the Indemnified Party pursuant
to this Agreement shall be reduced by the amount of such detriment.
(D)
SELLER AND PURCHASER AGREE THAT PURCHASER HAS PURCHASED
SUBSTANTIALLY ALL THE PROPERTY USED IN SELLER'S TRADE OR BUSINESS, AND IN
CONNECTION THEREWITH, PURCHASER SHALL EMPLOY TRANSFERRED EMPLOYEES WHO
IMMEDIATELY BEFORE THE CLOSING DATE WERE EMPLOYED IN SUCH TRADE OR BUSINESS BY
SELLER.
ACCORDINGLY, SELLER SHALL PROVIDE PURCHASER WITH ALL NECESSARY AND
ACCURATE PAYROLL RECORDS FOR THE CALENDAR YEAR WHICH INCLUDES THE CLOSING DATE.
FURTHERMORE, PURSUANT TO REV. PROC. 96-60, 1996-2 C.B. 399, IF PURCHASER ELECTS,
EACH PARTY SHALL COMPLY WITH THE REQUIREMENTS PROVIDED IN THE ALTERNATIVE
PROCEDURE UNDER REV. PROC. 96-60, PURSUANT TO WHICH PURCHASER SHALL FURNISH A
FORM W-2 TO EACH EMPLOYEE EMPLOYED BY PURCHASER WHO HAD BEEN EMPLOYED BY SELLER
DISCLOSING ALL WAGES AND OTHER COMPENSATION PAID FOR SUCH CALENDAR YEAR, AND
TAXES WITHHELD THEREFROM, AND SELLER SHALL BE RELIEVED OF THE RESPONSIBILITY TO
DO SO.
IF PURCHASER DOES NOT ELECT SUCH ALTERNATIVE PROCEDURE, EACH PARTY SHALL
COMPLY WITH THE REQUIREMENTS PROVIDED IN THE STANDARD PROCEDURE UNDER REV. PROC.
96-60.
8.6
RECORDS; RETENTION.
FOLLOWING THE CLOSING, EACH OF PURCHASER AND
SELLER SHALL AFFORD THE OTHER AND ITS REPRESENTATIVES REASONABLE ACCESS DURING
NORMAL BUSINESS HOURS TO, AND (IF PERMITTED BY LAW) THE RIGHT TO MAKE COPIES AND
EXTRACTS FROM, THE BOOKS, RECORDS AND OTHER DATA IN PURCHASER'S OR SELLER'S
POSSESSION RELATING TO THE BUSINESS, THE PURCHASED ASSETS, THE EXCLUDED ASSETS,
THE ASSUMED LIABILITIES AND THE RETAINED LIABILITIES WITH RESPECT TO PERIODS
PRIOR TO THE CLOSING DATE, AT THE REQUESTING PARTY'S EXPENSE, TO THE EXTENT THAT
SUCH ACCESS MAY BE REQUESTED BY PURCHASER OR SELLER FOR ANY BUSINESS PURPOSE,
INCLUDING TO FACILITATE THE INVESTIGATION, LITIGATION AND FINAL DISPOSITION OF
ANY CLAIMS WHICH MAY HAVE BEEN OR MAY BE MADE AGAINST PURCHASER, SELLER OR THEIR
RESPECTIVE AFFILIATES.
PURCHASER AND SELLER AGREE THAT FOR A PERIOD OF SEVEN
(7) YEARS FOLLOWING THE CLOSING DATE, SUCH PARTY SHALL NOT DESTROY OR OTHERWISE
DISPOSE OF ANY SUCH BOOKS, RECORDS OR DATA IN ITS POSSESSION WITHOUT (A) GIVING
THE OTHER AT LEAST SIXTY (60) DAYS' PRIOR WRITTEN NOTICE OF SUCH INTENDED
DISPOSITION AND (B) OFFERING TO DELIVER TO THE OTHER, AT THE OTHER'S EXPENSE,
CUSTODY OF ANY OR ALL OF THE BOOKS, RECORDS AND DATA THAT SUCH PARTY INTENDS TO
DESTROY.
8.7
DESIGNATED REPORTING PERSON.
IN ORDER TO ASSURE COMPLIANCE WITH
THE REQUIREMENTS OF SECTION 6045 OF