ANY PRESS RELEASE OR MAKING ANY PUBLIC STATEMENT WITH RESPECT TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND, EXCEPT AS MAY BE
REQUIRED BY APPLICABLE LAW OR STOCK EXCHANGE REGULATION, WILL NOT ISSUE ANY SUCH
PRESS RELEASE OR MAKE ANY SUCH PUBLIC STATEMENT PRIOR TO SUCH CONSULTATION.
NOTWITHSTANDING THE FOREGOING, THE PARTIES AGREE TO ISSUE THE PRESS RELEASES
ATTACHED HERETO AS EXHIBIT E AND EXHIBIT E-1 AT THE SIGNING OF THIS AGREEMENT.
EACH PARTY
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ALSO ACKNOWLEDGES THAT BOTH THE BUYER AND SELLER WILL NEED TO FILE A FORM 8-K
WITH THE COMMISSION (IN ACCORDANCE WITH THE RULES OF THE COMMISSION) RELATING TO
THE SIGNING OF THIS AGREEMENT AND THE CLOSING.
7.05
INFORMATION REQUESTS. AFTER THE CLOSING, FOR A PERIOD OF SIX MONTHS,
BOTH THE BUYER AND THE SELLER WILL AFFORD TO THE OTHER PARTY'S OFFICERS,
EMPLOYEES, COUNSEL, ACCOUNTANTS AND OTHER AUTHORIZED REPRESENTATIVES REASONABLE
ACCESS DURING NORMAL BUSINESS HOURS TO ALL PERSONNEL, BOOKS AND RECORDS RELATING
TO THE PURCHASED ASSETS, AND SHALL FURNISH TO SUCH PERSONS SUCH FINANCIAL AND
OPERATING DATA AND OTHER INFORMATION CONCERNING THE PURCHASED ASSETS AS SUCH
PERSONS FROM TIME TO TIME REASONABLE REQUESTS. PRIOR TO THE CLOSING, SELLER
SHALL PROVIDE BUYER WITH THE RECORDS AND DATA FROM THEIR CALL LOGGING AND BUG
TRACKING SOFTWARE IN AN ELECTRONIC OR PRINTED FORMAT THAT IS REASONABLY
ACCEPTABLE TO BOTH PARTIES.
ARTICLE VIII
TAX MATTERS
8.01
TAX DEFINITIONS. THE FOLLOWING TERMS, AS USED HEREIN, HAVE THE
FOLLOWING MEANINGS:
"Code" means the Internal Revenue Code of 1986, as amended.
"Post-Closing Tax Period" means any Tax period (or portion thereof) beginning
after the Closing Date.
"Pre-Closing Tax Period" means any Tax period (or portion thereof) ending on or
before the Closing Date.
"Tax" means any federal, state, local or foreign net income, alternative or
add-on minimum, gross income, gross receipts, sales, use, value-added, ad
valorem, franchise, capital, paid-up capital, profits, lease, service, transfer,
greenmail, license, withholding, estimated, payroll, employment, excise,
severance, stamp, occupation, premium, property, environmental or windfall
profit tax, customs duty or other tax, governmental fee or other like assessment
or charge of any kind whatsoever (including liability for Taxes imposed on
another Person, whether incurred or borne as a transferee or successor or by
contract or otherwise), together with any interest or any penalty, addition to
tax or additional amount imposed by any governmental authority (domestic or
foreign) responsible for the imposition of any such tax.
"Tax Return" means any return, declaration, report, claim for refund, or
information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.
8.02
TAX MATTERS. SELLER HEREBY REPRESENTS AND WARRANTS TO BUYER AS OF
THE DATE HEREOF AND AS OF THE CLOSING DATE THAT:
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(A)
SELLER HAS TIMELY FILED ALL TAX RETURNS REQUIRED TO BE FILED AND
HAS TIMELY PAID ALL TAXES OWED (WHETHER OR NOT SHOWN OR REQUIRED TO BE SHOWN ON
SUCH TAX RETURNS), IN EACH CASE TO THE EXTENT SUCH TAXES AND TAX RETURNS RELATED
TO THE PURCHASED ASSETS OR