AGREEMENT, EACH PARTY SHALL BEAR ITS OWN EXPENSES IN CONNECTION WITH THE
NEGOTIATION AND EXECUTION OF THIS AGREEMENT AND ANY OTHER AGREEMENT, DOCUMENT OR
FORM PREPARED OR EXECUTED IN CONNECTION WITH THIS AGREEMENT, INCLUDING ALL FEES
AND EXPENSES OF ITS LEGAL COUNSEL, INVESTMENT BANKERS, FINANCIAL ADVISORS AND
ACCOUNTANTS.
5.2
PUBLIC ANNOUNCEMENTS.
PRIOR TO THE CLOSING DATE, SELLER AND
PURCHASER WILL CONSULT WITH EACH OTHER BEFORE ISSUING ANY PRESS RELEASE OR
OTHERWISE MAKING ANY PUBLIC STATEMENTS WITH RESPECT TO THE TRANSACTIONS AND
SHALL NOT ISSUE ANY SUCH PRESS RELEASE OR MAKE ANY SUCH PUBLIC STATEMENT PRIOR
TO GIVING EACH PARTY A REASONABLE OPPORTUNITY TO REVIEW AND COMMENT ON SUCH
PRESS RELEASE OR PUBLIC STATEMENT.
NOTWITHSTANDING THE FORGOING NOTHING
CONTAINED HEREIN SHALL IMPEDE OR PREVENT THE SELLER FROM COMPLYING WITH
REGULATION FD PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934.
5.3
BULK SALES.
ON OR PRIOR TO THE CLOSING DATE, SELLER AGREES TO
COMPLY WITH ALL APPLICABLE BULK SALES OR BULK TRANSFER LAWS OF ANY GOVERNMENTAL
AUTHORITY (INCLUDING, WITHOUT LIMITATION ALL BULK SALES OR BULK TRANSFER
PROVISIONS ADMINISTRATED BY THE COLORADO, ILLINOIS AND MISSOURI DEPARTMENTS OF
REVENUE OR SIMILAR GOVERNMENTAL AUTHORITIES (THE "BULK SALES LAWS")).
5.4
TAX MATTERS.
PURCHASER AND SELLER AGREE TO FURNISH OR CAUSE TO BE
FURNISHED TO EACH OTHER, AND EACH AT THEIR OWN EXPENSE, AS PROMPTLY AS
PRACTICABLE, SUCH INFORMATION (INCLUDING ACCESS TO BOOKS AND RECORDS) AND
ASSISTANCE, INCLUDING MAKING EMPLOYEES AVAILABLE ON A MUTUALLY CONVENIENT BASIS
TO PROVIDE ADDITIONAL INFORMATION AND EXPLANATIONS OF ANY MATERIAL PROVIDED,
RELATING TO THE TRANSFERRED BUSINESS AND THE TRANSFERRED ASSETS AS IS REASONABLY
NECESSARY FOR THE FILING OF ANY RETURN, FOR THE PREPARATION FOR ANY AUDIT, AND
FOR THE PROSECUTION OR DEFENSE OF ANY CLAIM, SUIT OR PROCEEDING RELATING TO ANY
ADJUSTMENT OR PROPOSED ADJUSTMENT WITH RESPECT TO TAXES OR ANY APPRAISAL OF THE
TRANSFERRED BUSINESS AND THE TRANSFERRED ASSETS.
SELLER SHALL RETAIN IN ITS
POSSESSION ALL RETURNS AND TAX RECORDS RELATING TO THE TRANSFERRED BUSINESS AND
THE TRANSFERRED ASSETS THAT MIGHT BE RELEVANT TO ANY TAXABLE PERIOD ENDING ON OR
PRIOR TO THE CLOSING DATE UNTIL THE RELEVANT STATUTE OF LIMITATIONS HAS
EXPIRED.
AFTER SUCH TIME, SELLER MAY DISPOSE OF SUCH MATERIALS, PROVIDED, THAT
PRIOR TO SUCH DISPOSITION SELLER SHALL GIVE PURCHASER A REASONABLE OPPORTUNITY
TO TAKE POSSESSION OF SUCH MATERIALS.
PURCHASER SHALL RETAIN IN IT POSSESSION,
AND SHALL PROVIDE SELLER REASONABLE ACCESS TO (INCLUDING THE RIGHT TO MAKE
COPIES OF), SUCH SUPPORTING BOOKS AND RECORDS AND ANY OTHER MATERIALS THAT
SELLER MAY SPECIFY WITH
21
RESPECT TO TAX MATTERS RELATING TO ANY TAXABLE PERIOD ENDING ON OR PRIOR TO THE
CLOSING DATE UNTIL THE RELEVANT STATUTE OF LIMITATIONS HAS EXPIRED.
5.5
SELLER COMMUNICATIONS PROGRAM.
(A)
AS ADDITIONAL CONSIDERATION FOR THE TRANSFERRED ASSETS, VANCE
PUBLISHING CORPORATION, A NEW YORK CORPORATION, THE PARENT CORPORATION OF THE
PURCHASER ("VANCE PUBLISHING") AGREES TO PROVIDE TO SELLER, OR TO CAUSE ANY OF
ITS AFFILIATES TO PROVIDE TO SELLER, SUBJECT TO CUSTOMARY TERMS AND CONDITIONS
OF VANCE PUBLISHING OR ITS AFFILIATES, AS THE CASE