(F) FOR PURPOSES OF THIS SECTION 5.04, REASONABLE BEST EFFORTS OF THE PARTIES
SHALL NOT INCLUDE ANY REQUIREMENT OF THE PARTIES TO OFFER OR GRANT ANY
ACCOMMODATION (FINANCIAL OR OTHERWISE) TO ANY THIRD PARTY OR GOVERNMENTAL ENTITY
(OTHER THAN NOMINAL APPLICATION AND FILING FEES) OR DIVEST ANY OF THE ASSETS OR
BUSINESSES OF ANY PARTY.
(G) PRIOR TO THE CLOSING, EACH PARTY SHALL, AND SHALL CAUSE ITS AFFILIATES TO,
USE ITS REASONABLE BEST EFFORTS (AT ITS OWN EXPENSE) TO OBTAIN, AND TO COOPERATE
IN OBTAINING, ALL CONSENTS FROM THIRD PARTIES NECESSARY OR APPROPRIATE TO PERMIT
THE CONSUMMATION OF THE ACQUISITION; PROVIDED, HOWEVER, THAT THE PARTIES SHALL
NOT BE REQUIRED TO PAY OR COMMIT TO PAY ANY AMOUNT TO (OR INCUR ANY OBLIGATION
IN FAVOR OF) ANY PERSON FROM WHOM ANY SUCH CONSENT MAY BE REQUIRED (OTHER THAN
NOMINAL FILING OR APPLICATION FEES).
SECTION 5.05.
Expenses; Transfer Taxes.
(A) WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE
CONSUMMATED, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, INCLUDING SECTIONS
5.07, 8.02(B) AND 10.04 AND ARTICLE IX, EACH OF THE PARTIES HERETO SHALL BE
RESPONSIBLE FOR THE PAYMENT OF ITS OWN COSTS AND EXPENSES INCURRED IN CONNECTION
WITH THE NEGOTIATIONS LEADING UP TO AND THE PERFORMANCE OF ITS OWN OBLIGATIONS
PURSUANT TO THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, INCLUDING THE FEES OF
ANY ATTORNEYS, ACCOUNTANTS, BROKERS OR ADVISORS EMPLOYED OR RETAINED BY OR ON
BEHALF OF SUCH PARTY.
(B) THE FILING FEES REQUIRED UNDER THE HSR ACT SHALL BE BORNE BY PURCHASER.
(C) ALL TRANSFER TAXES APPLICABLE TO THE CONVEYANCE AND TRANSFER FROM SELLER AND
THE SELLER SUBSIDIARIES TO PURCHASER OF THE TRANSFERRED ASSETS AND ANY OTHER
TRANSFER OR DOCUMENTARY TAXES OR ANY FILING OR RECORDING FEES APPLICABLE TO SUCH
CONVEYANCE AND TRANSFER SHALL BE PAID BY PURCHASER.
EACH PARTY SHALL USE
REASONABLE EFFORTS TO AVAIL ITSELF OF ANY AVAILABLE EXEMPTIONS FROM ANY SUCH
TAXES OR FEES, AND TO COOPERATE WITH THE OTHER PARTIES IN PROVIDING ANY
INFORMATION AND DOCUMENTATION THAT MAY BE NECESSARY TO OBTAIN SUCH EXEMPTIONS.
SECTION 5.06.
Tax Matters.
(A) COOPERATION.
SELLER AND PURCHASER SHALL REASONABLY COOPERATE, AND SHALL
CAUSE THEIR RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AUDITORS AND
REPRESENTATIVES REASONABLY TO COOPERATE, IN PREPARING AND FILING ALL TAX
RETURNS, INCLUDING MAINTAINING AND MAKING AVAILABLE TO EACH OTHER ALL RECORDS
NECESSARY IN CONNECTION WITH TAXES AND IN RESOLVING ALL DISPUTES AND AUDITS WITH
RESPECT TO ALL TAXABLE PERIODS RELATING TO TAXES.
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EACH PARTY AND ITS AFFILIATES WILL NEED ACCESS, FROM TIME TO TIME, AFTER THE
CLOSING DATE, TO CERTAIN ACCOUNTING AND TAX RECORDS AND INFORMATION HELD BY THE
OTHER PARTY AND ITS AFFILIATES TO THE EXTENT SUCH RECORDS AND INFORMATION
PERTAIN TO EVENTS OCCURRING PRIOR TO THE CLOSING DATE; THEREFORE, EACH PARTY
SHALL, AND SHALL CAUSE EACH OF ITS AFFILIATES TO, (I) USE ITS REASONABLE BEST
EFFORTS TO PROPERLY RETAIN AND MAINTAIN SUCH RECORDS UNTIL SUCH TIME AS THE
OTHER PARTIES AGREE THAT SUCH RETENTION AND MAINTENANCE IS NO LONGER NECESSARY
AND (II) TO ALLOW THE OTHER PARTIES AND