LIQUIDATION".
SECTION 7.09.
PURCHASE PRICE ADJUSTMENT.
THE PARTIES AGREE THAT ANY
INDEMNIFICATION PAYMENT MADE PURSUANT TO THIS AGREEMENT SHALL BE TREATED AS AN
ADJUSTMENT TO THE PURCHASE PRICE FOR TAX PURPOSES, UNLESS OTHERWISE REQUIRED BY
APPLICABLE LAW OR AS CONSENTED TO BY THE SELLER (WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD).
SECTION 7.10.
TRANSFER TAXES.
ALL SALES (INCLUDING BULK SALES), USE, VALUE
ADDED, DOCUMENTARY, STAMP, GROSS RECEIPTS, REGISTRATION, TRANSFER, CONVEYANCE,
EXCISE, RECORDING, LICENSE, STOCK TRANSFER STAMPS AND OTHER SIMILAR TAXES (IN NO
EVENT INCLUDING TAXES COMPUTED ON THE BASIS OF INCOME) AND FEES ARISING OUT OF
OR IN CONNECTION WITH OR ATTRIBUTABLE TO THE TRANSACTIONS EFFECTED PURSUANT TO
THIS AGREEMENT, OTHER THAN ANY TAXES ARISING FROM THE PRE-CLOSING TRANSFERS
(WHICH ARE SOLELY THE RESPONSIBILITY OF THE SELLER) ("TRANSFER TAXES"), SHALL BE
BORNE EQUALLY BY THE SELLER AND BY THE PURCHASERS.
THE PURCHASERS AND THE
SELLER SHALL COOPERATE IN PREPARING AND TIMELY FILING ALL TAX RETURNS REQUIRED
TO BE FILED IN RESPECT OF TRANSFER TAXES (INCLUDING ALL NOTICES REQUIRED TO BE
GIVEN WITH RESPECT TO BULK SALES TAXES).
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, ANY TAX RETURNS THAT MUST BE FILED IN CONNECTION WITH TRANSFER
72
TAXES SHALL BE PREPARED AND FILED WHEN DUE BY THE PARTY PRIMARILY OR CUSTOMARILY
RESPONSIBLE UNDER THE APPLICABLE LOCAL LAW FOR FILING SUCH TAX RETURNS.
SECTION 7.11.
TAX SHARING AGREEMENTS.
THE SELLER SHALL CAUSE ALL TAX
ALLOCATION CONTRACTS, TAX INDEMNITIES OR TAX SHARING CONTRACTS WITH RESPECT TO
EITHER OF THE COMPANIES OR ANY OF THE COMPANY SUBSIDIARIES TO BE TERMINATED AS
OF THE CLOSING DATE, AND SHALL ENSURE THAT SUCH AGREEMENTS ARE OF NO FURTHER
FORCE OR EFFECT AS TO EITHER OF THE COMPANIES OR ANY OF THE COMPANY SUBSIDIARIES
ON AND AFTER THE CLOSING DATE AND THAT THERE SHALL BE NO FURTHER LIABILITIES OR
OBLIGATIONS IMPOSED ON EITHER OF THE COMPANIES OR ANY OF THE COMPANY
SUBSIDIARIES UNDER ANY SUCH AGREEMENTS.
SECTION 7.12.
EXCLUSIVITY.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, ANY MATTER RELATED TO TAXES SHALL BE GOVERNED SOLELY BY THIS
ARTICLE VII.
ARTICLE VIII
CONDITIONS TO CLOSING
SECTION 8.01.
CONDITIONS TO OBLIGATIONS OF THE SELLER.
THE OBLIGATIONS OF THE
SELLER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE
SUBJECT TO THE FULFILLMENT OR WRITTEN WAIVER, AT OR PRIOR TO THE CLOSING, OF
EACH OF THE FOLLOWING CONDITIONS:
(A)
REPRESENTATIONS, WARRANTIES AND COVENANTS.
(I) THE REPRESENTATIONS AND
WARRANTIES OF THE PURCHASERS SET FORTH IN THIS AGREEMENT SHALL BE TRUE AND
CORRECT IN ALL RESPECTS (DETERMINED WITHOUT REGARD TO ANY QUALIFICATIONS OR
LIMITATIONS THEREIN AS TO MATERIALITY OR MATERIAL ADVERSE EFFECT) ON THE DATE
HEREOF AND AT AND AS OF THE CLOSING DATE (EXCEPT TO THE EXTENT SUCH
REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN EARLIER DATE, IN WHICH
CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND CORRECT IN ALL
RESPECTS ON AND AS OF SUCH EARLIER DATES), EXCEPT WHERE THE FAILURE OF SUCH
REPRESENTATIONS AND WARRANTIES TO BE SO TRUE AND CORRECT HAS NOT HAD AND WOULD
NOT REASONABLY