ITS PREDECESSORS OR AFFILIATES FOR ANY
PERIODS.
8.4
NOTICES.
SELLER SHALL PROMPTLY NOTIFY BUYER IN WRITING UPON
RECEIPT BY SELLER OF NOTICE OF ANY PENDING OR THREATENED FEDERAL, STATE, LOCAL
OR FOREIGN TAX AUDITS OR ASSESSMENTS RELATED TO THE INCOME, PROPERTIES OR
OPERATIONS OF SELLER THAT REASONABLY MAY BE EXPECTED TO RELATE TO THE PURCHASED
ASSETS OR THE PURCHASED BUSINESS (OTHER THAN PORTIONS OF THE PURCHASED BUSINESS
RELATED SOLELY TO EXCLUDED ASSETS OTHER THAN THE INTELLECTUAL PROPERTY ASSETS
THEREIN).
8.5
WITHHOLDING.
AT THE CLOSING, SELLER SHALL DELIVER TO BUYER ALL
NECESSARY FORMS AND CERTIFICATES COMPLYING WITH APPLICABLE LAW, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO BUYER, DULY EXECUTED AND ACKNOWLEDGED,
CERTIFYING THAT THE TRANSACTIONS ARE EXEMPT FROM WITHHOLDING UNDER SECTION 1445
OF THE CODE.
8.6
FORM W-2S.
PURSUANT TO REVENUE PROCEDURE 2004-53, 2004-2 C.B
.320, PROVIDED THAT SELLER PROVIDE BUYER WITH ALL NECESSARY PAYROLL RECORDS FOR
THE CALENDAR YEAR WHICH INCLUDES THE CLOSING DATE, BUYER SHALL FURNISH A FORM
W-2 TO EACH EMPLOYEE EMPLOYED BY BUYER WHO HAD BEEN EMPLOYED BY SELLER
DISCLOSING ALL WAGES AND OTHER COMPENSATION PAID FOR SUCH CALENDAR YEAR, AND
TAXES WITHHELD THEREFROM, AND SELLER SHALL BE RELIEVED OF THE RESPONSIBILITY FOR
DOING SO.
58
ARTICLE IX.
OTHER POST-CLOSING COVENANTS
9.1
POST-CLOSING ACCESS.
EACH PARTY HERETO AGREES THAT IT WILL
COOPERATE WITH AND MAKE AVAILABLE TO THE OTHER PARTY, DURING NORMAL BUSINESS
HOURS AND UPON REASONABLE NOTICE, (I) ALL BOOKS AND RECORDS, (II) INFORMATION
RELATED TO THE PURCHASED BUSINESS AND (III) EMPLOYEES (WITHOUT SUBSTANTIAL
DISRUPTION OF EMPLOYMENT), IN EACH CASE, RETAINED AND/OR REMAINING IN EXISTENCE
AFTER THE CLOSING WHICH ARE NECESSARY OR USEFUL IN CONNECTION WITH ANY TAX
INQUIRY, AUDIT, INVESTIGATION OR DISPUTE, ANY LITIGATION OR INVESTIGATION OR ANY
OTHER MATTER REQUIRING ANY SUCH BOOKS AND RECORDS, INFORMATION OR EMPLOYEES FOR
ANY REASONABLE BUSINESS PURPOSE.
THE PARTY REQUESTING ANY SUCH BOOKS AND
RECORDS, INFORMATION OR EMPLOYEES SHALL BEAR ALL OF THE OUT-OF-POCKET COSTS AND
EXPENSES (INCLUDING WITHOUT LIMITATION LEGAL FEES, BUT EXCLUDING REIMBURSEMENT
FOR SALARIES AND EMPLOYEE BENEFITS) REASONABLY INCURRED IN CONNECTION WITH
PROVIDING SUCH BOOKS AND RECORDS, INFORMATION OR EMPLOYEES.
ALL INFORMATION
RECEIVED PURSUANT TO THIS SECTION 9.1 SHALL BE KEPT CONFIDENTIAL BY THE PARTY
OBTAINING SUCH INFORMATION, SUBJECT TO ANY DISCLOSURE THAT IS REQUIRED TO BE
MADE BY SUCH PARTY IN ORDER TO COMPLY WITH APPLICABLE LEGAL REQUIREMENTS OR THE
RULES OR REGULATIONS OF ANY SECURITIES EXCHANGE UPON WHICH ITS SECURITIES ARE
TRADED.
9.2
PUBLICITY.
EXCEPT (I) AS REQUIRED BY LEGAL REQUIREMENT OR (II) IN
THE CASE OF BUYER, FOR ANY FILINGS REQUIRED TO BE MADE WITH THE SEC OR AMEX OR
OTHER ACTIONS THAT BUYER IN GOOD FAITH DETERMINES TO BE NECESSARY OR APPROPRIATE
IN CONNECTION WITH SEEKING TO OBTAIN THE REQUIRED BUYER STOCKHOLDER APPROVAL
(INCLUDING IN CONNECTION WITH THE PROXY STATEMENT), WITHOUT PRIOR WRITTEN
APPROVAL OF BUYER AND SELLER, NONE OF BUYER, SELLER OR THEIR RESPECTIVE
AFFILIATES SHALL ISSUE ANY PRESS RELEASE OR MAKE ANY PUBLIC STATEMENT REGARDING
THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY OTHER THAN THE FACT THAT
BUYER