any
effort or attempt by any Person (other than Buyer) to do or seek to do any of
the foregoing.
Seller agrees to notify Buyer immediately if any Person makes
any written proposal, offer or inquiry with respect to a Company Transaction.
7.8
Litigation Support.
(A)
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 (INCLUDING ANY AUDIT
RELATING TO TAXES) 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 RELATING TO THE PURCHASED ASSETS OR THE BUSINESS, THE OTHER PARTY
(AND ITS COUNSEL) WILL COOPERATE WITH THE CONTESTING OR DEFENDING PARTY AND ITS
COUNSEL, IN THE CONTEST OR DEFENSE, MAKE AVAILABLE THEIR PERSONNEL, AND PROVIDE
SUCH TESTIMONY AND ACCESS TO THEIR BOOKS AND RECORDS AS WILL BE REASONABLY
NECESSARY IN CONNECTION WITH THE CONTEST OR DEFENSE, ALL AT THE SOLE COST AND
EXPENSE OF THE CONTESTING OR DEFENDING PARTY (UNLESS THE CONTESTING OR DEFENDING
PARTY IS ENTITLED TO INDEMNIFICATION THEREFOR UNDER SECTION 10).
(B)
EACH PARTY AGREES TO (I) FURNISH OR CAUSE TO
BE FURNISHED TO OTHER PARTY, AT THE EXPENSE OF THE REQUESTING PARTY, AS PROMPTLY
AS PRACTICABLE, SUCH INFORMATION AND ASSISTANCE RELATING TO THE BUSINESS OR
PURCHASED ASSETS AS IS REASONABLY NECESSARY FOR THE PREPARATION AND FILING OF
ANY TAX RETURN, FOR THE PREPARATION FOR AND PROOF OF FACTS DURING ANY TAX AUDIT,
FOR THE PREPARATION FOR ANY TAX PROTEST, FOR THE PROSECUTION OR DEFENSE OF ANY
SUIT OR OTHER PROCEEDING RELATING TO TAX MATTERS AND FOR THE ANSWER OF ANY
GOVERNMENTAL OR REGULATORY INQUIRY RELATING TO TAX MATTERS, (II) RETAIN AND
PROVIDE TO THE REQUESTING PARTY ALL RECORDS (OR COPIES THEREOF) AND OTHER
INFORMATION THAT MAY BE REASONABLY RELEVANT TO ANY SUCH TAX RETURN, AUDIT, OR
EXAMINATION, PROCEEDING, OR DETERMINATION, AND (III) PROVIDE THE REQUESTING
PARTY WITH ANY FINAL DETERMINATION OF ANY SUCH AUDIT, OR EXAMINATION,
PROCEEDING, OR DETERMINATION THAT AFFECTS ANY AMOUNT REQUIRED TO BE SHOWN ON ANY
TAX RETURN OF THE REQUESTING PARTY FOR ANY TAX PERIOD.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, EACH PARTY WILL RETAIN, UNTIL THE EXPIRATION OF THE
APPLICABLE STATUTE OF LIMITATION (INCLUDING ANY EXTENSIONS THEREOF) COPIES OF
ALL TAX RETURNS (OTHER THAN INCOME, FRANCHISE OR SIMILAR TAX RETURNS), AND ANY
SUPPORTING WORK SCHEDULES AND OTHER RECORDS, RELATING TO THE PURCHASED ASSETS OR
BUSINESS FOR ANY TAX PERIOD (OR THE PORTION THEREOF) ENDING ON OR BEFORE THE
CLOSING.
17
8.
Conditions Precedent to the Parties Obligations to Close.
8.1
Buyer's Conditions Precedent.
Buyer's obligations under this Agreement are subject to the satisfaction at or
before the Closing Date of each of the following conditions (the fulfillment of
any of which may be waived in writing by Buyer):
(A)
ALL TERMS, COVENANTS AND CONDITIONS OF THIS AGREEMENT TO BE
COMPLIED WITH OR PERFORMED BY SELLER PRIOR TO OR ON THE