TAKE, OR
CAUSE TO BE TAKEN, ALL SUCH FURTHER ACTIONS, AS THE REQUESTING PARTY MAY
REASONABLY DEEM NECESSARY OR DESIRABLE TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
7.7
CERTAIN TAX MATTERS.
(A)
ANY SALES (INCLUDING GOODS AND SERVICES
TAX), USE, TRANSFER, VEHICLE TRANSFER, STAMP, CONVEYANCE, VALUE ADDED OR OTHER
SIMILAR TAXES THAT MAY BE IMPOSED BY ANY GOVERNMENTAL AUTHORITY, AND ALL
RECORDING OR FILING FEES, NOTARIAL FEES AND OTHER SIMILAR COSTS OF CLOSING WITH
RESPECT TO THE PURCHASE AND SALE OF THE PURCHASED ASSETS OR ON ACCOUNT OF THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WILL BE BORNE BY SELLERS.
(B)
SELLERS WILL CAUSE TO BE INCLUDED IN THEIR INCOME TAX RETURNS FOR
ALL PERIODS OR PORTIONS THEREOF ENDING ON OR BEFORE THE CLOSING DATE, ALL
REVENUE AND EXPENSE RELATING TO THE OPERATIONS OF THE BUSINESS DURING SUCH
PERIODS OR PORTIONS THEREOF (INCLUDING REVENUE ATTRIBUTABLE TO THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY).
SELLERS WILL PREPARE AND TIMELY FILE
OR CAUSE TO BE PREPARED AND TIMELY FILED ALL SUCH TAX RETURNS WITH THE
APPROPRIATE GOVERNMENTAL ENTITIES.
SELLER WILL MAKE ALL PAYMENTS OF TAX SHOWN
TO BE DUE AND OWING IN SUCH TAX RETURNS.
(C)
SELLERS AND PURCHASER WILL (I) EACH PROVIDE THE OTHER WITH SUCH
ASSISTANCE AS MAY REASONABLY BE REQUESTED BY ANY OF THEM IN CONNECTION WITH THE
PREPARATION OF ANY RETURN, AUDIT OR OTHER EXAMINATION BY ANY TAXING AUTHORITY OR
JUDICIAL OR ADMINISTRATIVE PROCEEDINGS RELATING TO LIABILITY FOR TAXES,
(II) EACH RETAIN AND PROVIDE THE OTHER WITH ANY RECORDS OR OTHER INFORMATION
THAT MAY BE RELEVANT TO SUCH RETURN, AUDIT OR EXAMINATION, PROCEEDING OR
DETERMINATION, AND (III) EACH PROVIDE THE OTHER WITH ANY FINAL DETERMINATION OF
ANY SUCH AUDIT OR EXAMINATION, PROCEEDING OR DETERMINATION THAT AFFECTS ANY
AMOUNT REQUIRED TO BE SHOWN ON ANY RETURN OF THE OTHER FOR ANY PERIOD.
IN
ADDITION, SELLERS WILL RETAIN UNTIL THE APPLICABLE STATUTES OF LIMITATIONS
(INCLUDING ANY EXTENSIONS) HAVE EXPIRED COPIES OF ALL TAX RETURNS, SUPPORTING
WORK SCHEDULES, AND OTHER RECORDS OR INFORMATION THAT MAY BE RELEVANT TO SUCH
TAX RETURNS FOR ALL TAX PERIODS OR PORTIONS THEREOF ENDING ON OR BEFORE OR WHICH
INCLUDE THE CLOSING DATE AND WILL NOT DESTROY OR OTHERWISE DISPOSE OF ANY SUCH
RECORDS WITHOUT FIRST PROVIDING PURCHASER WITH A REASONABLE OPPORTUNITY TO
REVIEW AND COPY THE SAME.
33
ARTICLE VIII
SURVIVAL; INDEMNIFICATION
8.1
SURVIVAL.
THE REPRESENTATIONS AND WARRANTIES OF THE PARTIES
CONTAINED IN THIS AGREEMENT OR IN ANY CERTIFICATE OR OTHER WRITING DELIVERED
PURSUANT HERETO OR IN CONNECTION HEREWITH WILL SURVIVE THE CLOSING FOR
TWENTY-FOUR MONTHS; PROVIDED, HOWEVER, THAT (I) THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN SECTION 5.1.9 (TAX MATTERS) SHALL SURVIVE UNTIL 180 DAYS
AFTER THE EXPIRATION OF THE APPLICABLE STATUTE OF LIMITATIONS COVERED THEREBY
(AFTER GIVING EFFECT TO ANY WAIVER, MITIGATION OR EXTENSION THEREOF GRANTED BY
SELLERS) AND (II) THE SELECTED SELLER REPRESENTATIONS AND WARRANTIES WILL
SURVIVE THE CLOSING INDEFINITELY.
NOTWITHSTANDING THE IMMEDIATELY PRECEDING
SENTENCE, ANY REPRESENTATION OR WARRANTY IN RESPECT OF WHICH INDEMNITY MAY BE
SOUGHT UNDER THIS AGREEMENT WILL