A PROTECTIVE ORDER WITH RESPECT TO
SUCH INTENDED DISCLOSURE; PROVIDED, FURTHER THAT, FROM AND AFTER THE CLOSING,
"AFFILIATES" SHALL NOT INCLUDE PARTHENON LTD. FOR THE PURPOSE OF THIS SECTION
5.11.
5.12.
TAX COOPERATION; ALLOCATION OF TAXES.
(A)
THE BUYERS AND THE SELLERS AGREE TO FURNISH
OR CAUSE TO BE FURNISHED TO EACH OTHER, UPON REQUEST, AS PROMPTLY AS
PRACTICABLE, SUCH INFORMATION AND ASSISTANCE RELATING TO THE ASSETS AND
PARTHENON LTD.
(INCLUDING, WITHOUT LIMITATION, ACCESS TO BOOKS AND RECORDS) AS
IS REASONABLY NECESSARY FOR THE FILING OF ALL TAX RETURNS, THE MAKING OF ANY
ELECTION RELATING TO TAXES, THE PREPARATION FOR ANY AUDIT BY ANY TAXING
AUTHORITY, AND THE PROSECUTION OR DEFENSE OF ANY CLAIM, SUIT OR PROCEEDING
RELATING TO ANY TAX.
THE BUYERS AND THE SELLERS SHALL COOPERATE WITH EACH OTHER
IN THE CONDUCT OF ANY AUDIT OR OTHER PROCEEDING RELATING TO TAXES INVOLVING THE
ASSETS OR PARTHENON LTD.
THE CONDUCT OF THE TAX AFFAIRS OF PARTHENON LTD. SHALL
BE SUBJECT TO THE PROVISIONS OF THE PARTHENON TAX COVENANT.
35
(B)
ALL TAXES THAT ARISE FROM OR WITH RESPECT TO
THE ASSETS OTHER THAN PARTHENON LTD. AND WHICH ARE ATTRIBUTABLE TO A
POST-CLOSING TAX PERIOD SHALL BE BORNE BY THE BUYERS.
ALL TAXES THAT ARISE FROM
OR WITH RESPECT TO THE ASSETS OTHER THAN PARTHENON LTD. WHICH ARE ATTRIBUTABLE
TO A PRE-CLOSING TAX PERIOD SHALL BE BORNE BY THE SELLERS; PROVIDED, HOWEVER,
THAT THE SELLERS SHALL HAVE NO LIABILITY FOR ANY TAXES ATTRIBUTABLE TO ACTIONS
TAKEN BY THE BUYERS WITH RESPECT TO THE ASSETS OTHER THAN PARTHENON LTD. ON THE
CLOSING DATE THAT ARE OUT OF THE ORDINARY COURSE OF BUSINESS, OTHER THAN THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
ALL TAXES THAT ARISE WITH
RESPECT TO PARTHENON LTD. SHALL BE DEALT WITH IN ACCORDANCE WITH SECTION 5.14.
(C)
SUBJECT TO SECTION 5.13 WITH RESPECT TO ANY
VALUE ADDED TAX PAYABLE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND EXCLUDING ANY TAXES PAYABLE BY PARTHENON LTD., ALL EXCISE, SALES,
USE, VALUE ADDED, REGISTRATION STAMP, RECORDING, DOCUMENTARY, CONVEYANCING,
FRANCHISE, PROPERTY, TRANSFER, GAINS AND SIMILAR TAXES, LEVIES, CHARGES AND FEES
(COLLECTIVELY, "TRANSFER TAXES") INCURRED IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT SHALL BE BORNE EQUALLY BY THE SELLERS AND THE
BUYERS; PROVIDED, HOWEVER, THE U.K. BUYER SHALL PAY ALL STAMP TAXES INCURRED IN
THE U.K. IN CONNECTION WITH THE TRANSACTION.
THE BUYERS AND THE SELLERS SHALL
COOPERATE IN PROVIDING EACH OTHER WITH ANY APPROPRIATE RESALE EXEMPTION
CERTIFICATIONS AND OTHER SIMILAR DOCUMENTATION.
THE PARTY THAT IS REQUIRED BY
APPLICABLE LAW TO MAKE THE FILINGS, REPORTS, OR RETURNS WITH RESPECT TO ANY
APPLICABLE TRANSFER TAXES SHALL DO SO, AND THE OTHER PARTY SHALL COOPERATE WITH
RESPECT THERETO AS NECESSARY.
(D)
NEITHER THE SELLERS NOR THE BUYERS SHALL BE
LIABLE UNDER THIS SECTION 5.12 FOR (I) ANY TAX RELATING TO THE ASSETS OTHER THAN
PARTHENON LTD, THE PAYMENT OF WHICH WAS MADE AFTER THE CLOSING BY ONE PARTY
WITHOUT THE OTHER PARTY'S PRIOR WRITTEN CONSENT, OR (II) ANY SETTLEMENTS
EFFECTED