OF ALL SUCH TAX RETURNS.
(C)
IN CONNECTION WITH THE PREPARATION OF TAX
RETURNS, AUDIT EXAMINATIONS, AND ANY ADMINISTRATIVE OR JUDICIAL PROCEEDINGS
RELATING TO THE TAX LIABILITIES IMPOSED ON THE SELLER, THE PURCHASER, THE
COMPANY OR THE SUBSIDIARIES FOR ALL PRE-CLOSING TAX PERIODS AND THE STRADDLE
PERIOD, THE PURCHASER, THE COMPANY AND THE SUBSIDIARIES ON THE ONE HAND, AND THE
SELLER ON THE OTHER HAND, SHALL COOPERATE FULLY WITH EACH OTHER, INCLUDING, BUT
NOT LIMITED TO, DURING NORMAL BUSINESS HOURS, THE FURNISHING OR MAKING AVAILABLE
OF RECORDS, PERSONNEL (AS REASONABLY REQUIRED AND AT NO COST TO THE OTHER
PARTY), BOOKS OF ACCOUNT, POWERS OF ATTORNEY OR OTHER MATERIALS NECESSARY OR
HELPFUL FOR THE PREPARATION OF SUCH TAX RETURNS, THE CONDUCT OF AUDIT
EXAMINATIONS OR THE DEFENSE OF CLAIMS BY TAXING AUTHORITIES AS TO THE IMPOSITION
OF TAXES.
THE SELLER, THE PURCHASER, THE COMPANY AND THE SUBSIDIARIES SHALL
RETAIN ALL TAX RETURNS, SCHEDULES
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AND WORK PAPERS AND ALL MATERIAL RECORDS OR OTHER DOCUMENTS RELATING TO ALL TAX
MATTERS PERTINENT TO THE COMPANY AND THE SUBSIDIARIES RELATING TO ANY TAX PERIOD
BEGINNING BEFORE THE CLOSING DATE UNTIL THE EXPIRATION OF THE STATUTE OF
LIMITATIONS OF THE TAX PERIODS TO WHICH SUCH TAX RETURNS AND OTHER DOCUMENTS
RELATE, WITHOUT REGARD TO EXTENSION, EXCEPT TO THE EXTENT NOTIFIED BY ANOTHER
PARTY IN WRITING OF SUCH EXTENSIONS FOR THE RESPECTIVE TAX PERIODS.
THE SELLER,
ON THE ONE HAND, AND EACH OF THE PURCHASER, THE COMPANY AND THE SUBSIDIARIES, ON
THE OTHER HAND, SHALL GIVE THE OTHER PARTY REASONABLE WRITTEN NOTICE PRIOR TO
DESTROYING OR DISCARDING ANY SUCH BOOKS OR RECORDS AND, IF THE OTHER PARTY SO
REQUESTS, THE OTHER PARTY SHALL TAKE POSSESSION OF SUCH BOOKS AND RECORDS.
(D)
SELLER SHALL CAUSE ALL TAX SHARING
AGREEMENTS, TAX INDEMNITY AGREEMENTS OR SIMILAR ARRANGEMENTS BETWEEN THE COMPANY
AND SELLER OR ANY OF THEIR AFFILIATES TO BE TERMINATED, EFFECTIVE AS OF
IMMEDIATELY BEFORE THE CLOSING, TO THE EXTENT THAT ANY SUCH AGREEMENT RELATED TO
THE COMPANY OR ANY OF ITS SUBSIDIARIES AND AFTER THE CLOSING, NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES SHALL HAVE ANY OBLIGATION UNDER ANY SUCH
AGREEMENT OR ARRANGEMENT.
(E)
WITHIN SIXTY (60) DAYS AFTER SELLER HAS
PREPARED THE TAX RETURNS DESCRIBED IN SECTION 5.8(A), SELLER SHALL TRANSFER TO
THE COMPANY COPIES OF ALL TAX RETURNS AND TAX BOOKS AND RECORDS THAT RELATE TO
THE COMPANY AND THE SUBSIDIARIES AND WHICH ARE IN THE POSSESSION OF THE SELLER
OR ANY OF ITS AFFILIATES.
(F)
SELLER SHALL NOT REPORT ON ITS U.S.
FEDERAL INCOME TAX RETURN FOR THE TAXABLE YEAR THAT INCLUDES THE CLOSING DATE
ANY TAX CREDITS DESCRIBED IN SECTION 1.3(E) OR TAKE ANY OTHER ACTION THAT IS
INCONSISTENT WITH PURCHASER, THE COMPANY OR ANY SUBSIDIARY CLAIMING ANY SUCH TAX
CREDITS ON ANY TAX RETURN FOR ANY TAXABLE PERIOD (OR PORTION THEREOF) ENDING
AFTER THE CLOSING DATE.
(G)
SELLER SHALL DELIVER TO PURCHASER AT THE
CLOSING (I) A DULY EXECUTED CERTIFICATE OF NON-FOREIGN STATUS THAT SATISFIES THE
REQUIREMENTS OF TREASURY REGULATION SECTION