as any other party reasonably may
request, all at the sole, actual cost and out of pocket expense of the
requesting Party (unless the requesting Party is entitled to indemnification
therefor under Article IX).
The Sellers acknowledge and agree that from and
after the Closing, the Company will be entitled to possession of all documents,
books, records (including Tax records), agreements, and financial data of any
sort relating to the Company and its Subsidiaries.
10.2 Litigation Support
In the event and for so long as any Party actively is
contesting or defending against any action, suit, proceeding, hearing,
investigation, charge, complaint, claim, or demand in connection with (i) any
transaction contemplated under this Agreement or (ii) any fact, situation,
circumstance, status, condition, activity, practice, plan, occurrence, event,
incident, action, failure to act, or transaction on or prior to the Closing Date
involving the Company or any of its Subsidiaries, each of the other Parties will
cooperate with it and its counsel in the contest or defense, make available
their personnel, and provide such testimony and access to their books and
records as shall be necessary in connection with the contest or defense,
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all at the sole cost and expense of the contesting or defending Party (unless
the contesting or defending Party is entitled to indemnification therefore under
Article IX.
10.3 TAX MATTERS.
10.3.1 TRANSFER TAXES.
ALL TRANSFER, DOCUMENTARY, SALES, USE, STAMP,
REGISTRATION AND OTHER SUCH TAXES AND FEES (INCLUDING ANY PENALTIES AND INTEREST
THEREON) INCURRED IN CONNECTION WITH THIS AGREEMENT (FOR THE AVOIDANCE OF DOUBT,
WITH THE EXCLUSION OF SELLERS' INCOME TAXES, IF ANY) SHALL BE PAID BY BUYERS
WHEN DUE, AND BUYERS SHALL, AT THEIR OWN EXPENSE, FILE ALL NECESSARY TAX RETURNS
AND OTHER DOCUMENTATION WITH RESPECT TO ALL SUCH TRANSFER, DOCUMENTARY, SALES,
USE, STAMP, REGISTRATION AND OTHER TAXES AND FEES, AND IF REQUIRED BY APPLICABLE
LAW, SELLERS SHALL, AND SHALL CAUSE ITS AFFILIATES TO, JOIN IN THE EXECUTION OF
ANY SUCH TAX RETURNS AND OTHER DOCUMENTATION.
10.3.2 COOPERATION ON TAX MATTERS.
BUYERS AND SELLERS SHALL COOPERATE FULLY AND
SELLERS (FOR PERIODS PRIOR TO CLOSING) AND BUYERS (FOR PERIODS AFTER THE
CLOSING) SHALL CAUSE THE COMPANY AND ITS SUBSIDIARIES AS AND TO THE EXTENT
REASONABLY REQUESTED BY ANY OTHER PARTY, IN CONNECTION WITH THE PREPARATION AND
FILING OF TAX RETURNS AND THE TAXWISE HANDLING OF TAX ISSUES RELATING TO PERIODS
PRIOR TO CLOSING BUT AFFECTING PERIODS THEREAFTER OF THE COMPANY AND ITS
SUBSIDIARIES AND ANY AUDIT, LITIGATION OR OTHER PROCEEDING WITH RESPECT TO TAXES
OF THE COMPANY AND ITS SUBSIDIARIES.
SUCH COOPERATION SHALL INCLUDE THE
RETENTION AND (UPON ANY SUCH PARTY'S REQUEST) THE PROVISION OF RECORDS AND
INFORMATION WHICH ARE REASONABLY RELEVANT TO ANY SUCH AUDIT, LITIGATION OR OTHER
PROCEEDING AND MAKING EMPLOYEES AVAILABLE ON A MUTUALLY CONVENIENT BASIS TO
PROVIDE ADDITIONAL INFORMATION AND EXPLANATION OF ANY MATERIAL PROVIDED
HEREUNDER.
THE SELLERS SHALL AGREE:
(I) TO RETAIN ALL OF SELLER'S BOOKS AND RECORDS WITH RESPECT TO TAX MATTERS AND
PERTINENT TO THE COMPANY RELATING TO ANY TAXABLE