amended.
36
Approvals of the Product and carry out the other regulatory compliance
activities required to be carried out under the Regulatory Approvals (to the
extent that such activities have not then been taken over by Buyer) in a manner
and intensity of effort consistent with the regulatory procedures of Seller
during the calendar year 2006 and 2007 to date, and in accordance with all legal
requirements. Buyer shall make all filings with, and take all other actions
required by, applicable Governmental or Regulatory Authorities that are
necessary to permit Seller to perform its obligations under this Section 8.12.
SECTION 8.13
TAXES.
(A)
FROM AND AFTER THE CLOSING, SELLER SHALL BE LIABLE FOR AND PAY,
AND PURSUANT TO ARTICLE XI SHALL INDEMNIFY, REIMBURSE, DEFEND AND HOLD HARMLESS
EACH BUYER GROUP MEMBER FROM AND AGAINST ANY AND ALL DAMAGES INCURRED IN
CONNECTION WITH, ARISING OUT OF, RESULTING FROM OR INCIDENT TO, TAXES APPLICABLE
TO THE BUSINESS, THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES, IN EACH CASE
ATTRIBUTABLE TO TAXABLE YEARS OR PERIODS ENDING ON OR PRIOR TO THE CLOSING DATE
AND, WITH RESPECT TO ANY STRADDLE PERIOD, THE PORTION OF SUCH STRADDLE PERIOD
ENDING ON AND INCLUDING THE CLOSING DATE.
FOR PURPOSES OF THIS SECTION 8.13,
ANY STRADDLE PERIOD SHALL BE TREATED ON A "CLOSING OF THE BOOKS" BASIS AS TWO
PARTIAL PERIODS, ONE ENDING AT THE CLOSE OF THE CLOSING DATE AND THE OTHER
BEGINNING ON THE DAY AFTER THE CLOSING DATE, EXCEPT THAT TAXES (SUCH AS PROPERTY
TAXES) IMPOSED ON A PERIODIC BASIS SHALL BE ALLOCATED ON A DAILY BASIS.
(B)
FROM AND AFTER THE CLOSING, SELLER SHALL PROVIDE REIMBURSEMENT FOR
ANY TAX PAID BY BUYER ALL OR A PORTION OF WHICH IS THE RESPONSIBILITY OF SELLER
IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.13 WITHOUT REGARD TO THE
INDEMNIFICATION LIMITATIONS SET FORTH IN SECTION 11.03.
NOT LATER THAN 30 DAYS
PRIOR TO THE PAYMENT OF ANY SUCH TAX, BUYER SHALL GIVE NOTICE TO SELLER OF THE
TAX PAYABLE AND THE PORTION WHICH IS THE LIABILITY OF SELLER, ALTHOUGH FAILURE
TO DO SO WILL NOT RELIEVE SELLER FROM ITS LIABILITY HEREUNDER.
(C)
FROM AND AFTER THE CLOSING, EACH OF SELLER AND BUYER SHALL (AND
CAUSE THEIR RESPECTIVE AFFILIATES TO):
(I) ASSIST THE OTHER PARTY IN PREPARING
ANY TAX RETURNS WHICH SUCH OTHER PARTY IS RESPONSIBLE FOR PREPARING AND FILING;
(II) COOPERATE FULLY IN PREPARING FOR ANY AUDITS OF, OR DISPUTES WITH ANY
GOVERNMENTAL OR REGULATORY AUTHORITY REGARDING, ANY TAX RETURNS REQUIRED TO BE
FILED IN RESPECT OF THE BUSINESS OR THE PURCHASED ASSETS; (III) MAKE AVAILABLE
TO THE OTHER AND TO ANY GOVERNMENTAL OR REGULATORY AUTHORITY AS REASONABLY
REQUESTED ALL INFORMATION, RECORDS, AND DOCUMENTS RELATING TO TAXES REQUIRED TO
BE PAID IN RESPECT OF THE BUSINESS OR THE PURCHASED ASSETS; (IV) PROVIDE TIMELY
NOTICE TO THE OTHER IN WRITING OF ANY PENDING OR THREATENED TAX AUDITS OR
ASSESSMENTS RELATING TO TAXES REQUIRED TO BE PAID IN RESPECT OF THE BUSINESS OR
THE PURCHASED ASSETS FOR TAXABLE PERIODS