AUTHORITIES.
11.8.
INSTRUMENTS OF FURTHER ASSURANCE.
EACH OF THE SELLING PARTIES
AGREES, UPON THE REQUEST OF METHODE OR ANY BUYER, FROM TIME TO TIME AFTER THE
CLOSING TO EXECUTE AND DELIVER, AND CAUSE THEIR AFFILIATES TO EXECUTE AND
DELIVER, TO METHODE OR ANY BUYER ALL SUCH INSTRUMENTS AND DOCUMENTS OF FURTHER
ASSURANCE OR OTHERWISE AS SHALL BE REASONABLE UNDER THE CIRCUMSTANCES, AND TO DO
ANY AND ALL SUCH ACTS AND THINGS AS MAY REASONABLY BE REQUIRED TO TRANSFER AND
CONVEY TO THE BUYERS ALL RIGHT, TITLE AND INTEREST TO THE PURCHASED ASSETS AND
PURCHASED SHARES AND TO OTHERWISE CARRY OUT THE OBLIGATIONS OF THE SELLING
PARTIES HEREUNDER.
11.9.
PRO-RATION OF EXPENSES; TAX REFUNDS.
ALL REAL ESTATE AND PERSONAL
PROPERTY TAXES, PAYROLL TAXES, WORKER'S COMPENSATION PREMIUM ADJUSTMENTS,
UTILITY PAYMENTS, LEASE PAYMENTS, INSURANCE PREMIUMS, AND OTHER TAXES AND OTHER
EXPENSES AND PREPAYMENTS AND RELATING TO THE OWNERSHIP OR USE OF THE ACQUIRED
ASSETS (OR CONDUCT OF THE BUSINESS OF HETRONIC ASIA) AND ATTRIBUTABLE TO PERIODS
OF TIME BOTH BEFORE AND AFTER THE CLOSING DATE SHALL BE PRORATED BETWEEN THE
SELLING PARTIES AND THE BUYERS, AS THE CASE MAY BE, AS SOON AS A PRO RATA CHARGE
OR CREDIT IS REASONABLY DETERMINABLE AND SELLING PARTIES AND THE BUYERS SHALL
PROMPTLY REIMBURSE THE OTHER FOR SUCH PRO RATED AMOUNTS (EXCEPT TO THE EXTENT
THAT SUCH AMOUNTS ARE REFLECTED IN THE FINAL CLOSING STATEMENT). WITHOUT
LIMITATION TO THE FOREGOING, NOTWITHSTANDING THE EFFECTIVE DATES SET FORTH IN
THE DOCUMENTS ASSIGNING ANY CONTRACT (INCLUDING LEASES) INCLUDED WITHIN THE
ACQUIRED ASSETS, THE PARTIES AGREE THAT ALL RENT AND OTHER OBLIGATIONS ARISING
UNDER SUCH CONTRACTS SHALL BE PRORATED AS OF THE CLOSING DATE. IF METHODE OR
HETRONIC ASIA RECEIVES A REFUND WITH RESPECT TO TAXES OF HETRONIC ASIA RELATING
TO PERIODS PRIOR TO THE CLOSING DATE OR ACCRUING DUE TO EVENTS ON
40
OR PRIOR TO OR ON THE CLOSING DATE (OTHER THAN TAXES OF HETRONIC ASIA REFLECTED
ON THE FINAL CLOSING STATEMENT), METHODE WILL PAY THE AMOUNT OF SUCH REFUND TO
HETRONIC HOLDING WITHIN THIRTY (30) DAYS OF RECEIPT.
IF HETRONIC HOLDING OR ANY
OTHER SELLING PARTY RECEIVES A REFUND WITH RESPECT TO TAXES OF HETRONIC ASIA
RELATING TO PERIODS AFTER TO THE CLOSING DATE OR ACCRUING DUE TO EVENTS AFTER
THE CLOSING DATE (OR WITH RESPECT TO TAXES OF HETRONIC ASIA REFLECTED ON THE
FINAL CLOSING STATEMENT), HETRONIC HOLDING WILL PAY THE AMOUNT OF SUCH REFUND TO
METHODE WITHIN THIRTY (30) DAYS OF RECEIPT.
11.10.
ACCESS TO RECORDS. THE BUYERS SHALL MAINTAIN THE ACQUIRED RECORDS,
AND THE SELLING PARTIES SHALL MAINTAIN THE EXCLUDED RECORDS, IN EACH CASE FOR A
PERIOD OF THREE (3) YEARS FROM AND AFTER THE CLOSING DATE, AND EACH PARTY SHALL,
PRIOR TO PERMANENTLY DISPOSING OF THE RECORDS MAINTAINED BY IT PURSUANT TO THIS
SECTION 11.10, GIVE AT LEAST SIXTY DAYS WRITTEN NOTICE TO THE OTHER PARTIES OF
SUCH DISPOSAL.
DURING SUCH PERIOD AS A PARTY IS REQUIRED TO MAINTAIN RECORDS
PURSUANT TO THIS SECTION 11.10, SUCH PARTY SHALL PROVIDE THE OTHER PARTIES