REQUEST OF PURCHASER, SELLER SHALL AND SHALL CAUSE ITS
AFFILIATES TO FILE, CLAIMS FOR PURCHASER'S REFUNDS, IN SUCH FORM AS PURCHASER
MAY REASONABLY REQUEST; PROVIDED, HOWEVER, THAT THE FILING OF ANY SUCH CLAIM
WILL NOT RESULT IN ANY PREJUDICE TO SELLER OR ITS AFFILIATES. PURCHASER WILL
HAVE THE SOLE RIGHT TO PROSECUTE ANY CLAIMS FOR PURCHASER'S REFUNDS (BY SUIT OR
OTHERWISE) AT PURCHASER'S EXPENSE AND WITH COUNSEL OF PURCHASER'S CHOICE. SELLER
WILL COOPERATE, AND CAUSE ITS AFFILIATES TO COOPERATE, FULLY, AT PURCHASER'S
EXPENSE, WITH PURCHASER AND ITS COUNSEL IN CONNECTION THEREWITH.
(E)
EXCEPT AS PROVIDED IN SECTIONS 7.7(A) AND 7.7(B) HEREOF, ANY
REFUNDS OF TAXES OTHER THAN SELLER'S REFUNDS AND PURCHASER'S REFUNDS WILL BE THE
PROPERTY OF THE PAYEE OF SUCH REFUNDS AND NO OTHER PARTY OR ITS AFFILIATES WILL
HAVE ANY RIGHT TO SUCH REFUNDS.
64
(F)
TO THE EXTENT REASONABLY REQUESTED BY SELLER, AND WITHIN (30)
DAYS OF SUCH REQUEST, PURCHASER AND ITS AFFILIATES SHALL GRANT TO SELLER
APPROPRIATE POWERS OF ATTORNEY AS MAY REASONABLY BE NECESSARY TO PROSECUTE OR
DEFEND ITS RIGHTS HEREUNDER.
SECTION 7.8
ASSISTANCE AND COOPERATION. AFTER THE CLOSING DATE,
SELLER AND PURCHASER SHALL COOPERATE (AND SHALL CAUSE THEIR RESPECTIVE
AFFILIATES TO COOPERATE) WITH EACH OTHER AND WITH EACH OTHER'S AGENTS, INCLUDING
ACCOUNTING FIRMS AND LEGAL COUNSEL, IN CONNECTION WITH TAX MATTERS RELATING TO
THE CONVEYED ENTITIES AND THE PURCHASED ASSETS, INCLUDING (I) THE PREPARATION
AND FILING OF TAX RETURNS, (II) DETERMINING THE LIABILITY FOR AND AMOUNT OF ANY
TAXES DUE OR THE RIGHT TO AND AMOUNT OF ANY REFUND OF TAXES, (III) EXAMINATIONS
OF TAX RETURNS, AND (IV) ANY ADMINISTRATIVE OR JUDICIAL PROCEEDINGS IN RESPECT
OF TAXES ASSESSED OR PROPOSED TO BE ASSESSED. SUCH COOPERATION SHALL INCLUDE
MAKING ALL INFORMATION AND DOCUMENTS IN THEIR POSSESSION RELATED TO THE BUSINESS
AVAILABLE TO THE OTHER, AS PROVIDED IN SECTION 7.9 HEREOF. SELLER AND PURCHASER
ALSO SHALL (AND SHALL CAUSE THEIR RESPECTIVE AFFILIATES TO) MAKE AVAILABLE TO
THE OTHER, AS REASONABLY REQUESTED AND AVAILABLE, PERSONNEL RESPONSIBLE FOR
PREPARING, MAINTAINING, AND INTERPRETING INFORMATION AND DOCUMENTS RELEVANT TO
TAXES. ANY INFORMATION OR DOCUMENTS PROVIDED UNDER THIS SECTION 7.8 SHALL BE
KEPT CONFIDENTIAL BY THE PARTY RECEIVING THE INFORMATION OR DOCUMENTS, EXCEPT AS
MAY OTHERWISE BE NECESSARY IN CONNECTION WITH THE FILING OF TAX RETURNS OR IN
CONNECTION WITH ANY ADMINISTRATIVE OR JUDICIAL PROCEEDINGS RELATING TO TAXES.
SECTION 7.9
TAX RECORDS. TAX RECORDS IN POSSESSION OF SELLER (OTHER
THAN THOSE INCLUDED IN THE EXCLUDED ASSETS) AND/OR THE EQUITY SELLING ENTITIES
RELATING TO THE CONVEYED ENTITIES SHALL BE TRANSFERRED TO PURCHASER. SELLER MAY
MAKE AND RETAIN COPIES OF SUCH TAX RECORDS. SELLER, PURCHASER, AND THEIR
RESPECTIVE AFFILIATES SHALL MAKE AVAILABLE TO EACH OTHER (AT NO COST TO THE
REQUESTING PARTY) FOR INSPECTION AND COPYING DURING NORMAL BUSINESS HOURS UPON
REASONABLE NOTICE ALL TAX RECORDS IN THEIR POSSESSION RELATING TO THE CONVEYED
ENTITIES AND THE PURCHASED ASSETS TO THE EXTENT REASONABLY REQUIRED BY THE OTHER
PARTY IN CONNECTION WITH THE PREPARATION OF TAX RETURNS, AUDITS, LITIGATIONS, OR
THE RESOLUTION OF ITEMS