Intellectual Property to any Product and (ii) no later than the close
of business on the forty-fifth (45th) calendar day after the Closing Date,
discontinue selling, shipping and delivering any product having such Excluded
Intellectual Property affixed thereto in any manner whatsoever.
8.5
TAX COVENANTS.
(A)
FROM AND AFTER THE CLOSING, EACH OF SELLER
AND PURCHASER SHALL COOPERATE WITH THE OTHER IN CONNECTION WITH TAX MATTERS
RELATING TO THE BUSINESS AND THE PURCHASED ASSETS, INCLUDING:
(I) THE
PREPARATION AND FILING OF TAX RETURNS; (II) THE DETERMINATION OF A PARTY'S
LIABILITY FOR TAXES AND THE AMOUNTS OF ANY TAXES DUE OR OF A PARTY'S RIGHT TO A
REFUND OF TAXES AND THE AMOUNT OF ANY SUCH REFUND; (III) THE EXAMINATION OF TAX
RETURNS; AND (IV) THE CONDUCT OF ANY ADMINISTRATIVE OR JUDICIAL PROCEEDINGS IN
RESPECT OF TAXES ASSESSED OR PROPOSED TO BE ASSESSED.
SUBJECT TO
SECTION 5.6(B), SUCH COOPERATION SHALL INCLUDE EACH PARTY MAKING ALL INFORMATION
AND DOCUMENTS IN ITS POSSESSION RELATING TO THE BUSINESS AND PURCHASED ASSETS
AVAILABLE TO THE OTHER PARTY.
(B)
THE PARTIES SHALL RETAIN ALL TAX RETURNS,
SCHEDULES AND WORK PAPERS, AND ALL MATERIAL RECORDS AND OTHER DOCUMENTS RELATING
THERETO, UNTIL THE EXPIRATION OF THE APPLICABLE STATUTE OF LIMITATIONS
(INCLUDING, TO THE EXTENT NOTIFIED BY ANY PARTY, ANY EXTENSION THEREOF) OF THE
TAX PERIOD TO WHICH SUCH TAX RETURNS AND OTHER DOCUMENTS AND INFORMATION
RELATE.
EACH PARTY SHALL ALSO MAKE AVAILABLE TO THE OTHER PARTY, AS REASONABLY
REQUESTED AND AVAILABLE, PERSONNEL (INCLUDING OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS) RESPONSIBLE FOR PREPARING, MAINTAINING AND INTERPRETING INFORMATION AND
DOCUMENTS RELEVANT TO TAXES, AND PERSONNEL REASONABLY REQUIRED AS WITNESSES OR
FOR PURPOSES OF PROVIDING INFORMATION OR DOCUMENTS IN CONNECTION WITH ANY
ADMINISTRATIVE OR JUDICIAL PROCEEDINGS RELATING TO TAXES.
ANY INFORMATION OR
DOCUMENTS PROVIDED UNDER THIS SECTION 8.5(B) SHALL BE KEPT CONFIDENTIAL BY THE
PARTY RECEIVING SUCH INFORMATION OR DOCUMENTS, EXCEPT AS MAY OTHERWISE BE
NECESSARY IN CONNECTION WITH THE FILING OF TAX RETURNS OR IN CONNECTION WITH
ADMINISTRATIVE OR JUDICIAL PROCEEDINGS RELATING TO TAXES.
(C)
IN THE EVENT ANY GOVERNMENTAL AUTHORITY
WITH RESPONSIBILITY FOR TAXES INFORMS SELLER OR PURCHASER OF ANY NOTICE OF
PROPOSED AUDIT, CLAIM, ASSESSMENT OR OTHER DISPUTE CONCERNING AN AMOUNT OF TAXES
WITH RESPECT TO WHICH THE OTHER PARTY MAY INCUR LIABILITY HEREUNDER, THE PARTY
SO INFORMED SHALL PROMPTLY NOTIFY THE OTHER PARTY OF SUCH MATTER.
SUCH NOTICE
SHALL CONTAIN FACTUAL INFORMATION (TO THE EXTENT KNOWN) DESCRIBING ANY ASSERTED
TAX LIABILITY IN REASONABLE DETAIL AND SHALL BE ACCOMPANIED BY COPIES OF ANY
NOTICE OR OTHER DOCUMENTS RECEIVED FROM SUCH GOVERNMENTAL AUTHORITY WITH RESPECT
TO SUCH MATTER.
IF AN INDEMNIFIED PARTY HAS KNOWLEDGE OF AN ASSERTED TAX
LIABILITY WITH RESPECT TO A MATTER FOR WHICH IT IS TO BE INDEMNIFIED HEREUNDER
AND SUCH PARTY FAILS TO PROVIDE THE INDEMNIFYING PARTY PROMPT NOTICE OF SUCH
ASSERTED TAX LIABILITY, THEN (I) IF THE INDEMNIFYING PARTY IS PRECLUDED FROM
CONTESTING THE ASSERTED TAX LIABILITY IN ANY FORUM AS A RESULT OF THE FAILURE TO
GIVE PROMPT NOTICE, THE INDEMNIFYING PARTY SHALL HAVE