THEIR AGENTS AND REPRESENTATIVES (AND
AGENTS OR REPRESENTATIVES OF ANY OF THEIR AFFILIATES), AT TIMES AND DATES
MUTUALLY ACCEPTABLE TO THE PARTIES, TO INSPECT, REVIEW AND MAKE COPIES OF SUCH
RECORDS AS THE PARTIES MAY DEEM NECESSARY OR APPROPRIATE FROM TIME TO TIME, SUCH
ACTIVITIES TO BE CONDUCTED DURING NORMAL BUSINESS HOURS AND AT THE REQUESTING
PARTY'S EXPENSE.
(B) STRADDLE PERIOD. ANY SALES, VALUE-ADDED, GOODS AND SERVICES, STAMP DUTIES,
PROPERTY, AD VALOREM AND SIMILAR TAXES (OTHER THAN TAXES DESCRIBED IN
SECTION 5.05(C)) IMPOSED WITH RESPECT TO A STRADDLE PERIOD SHALL BE ALLOCATED
BETWEEN THE PORTIONS OF THE STRADDLE PERIOD IN THE FOLLOWING MANNER:
(I) IN THE
CASE OF A PROPERTY TAX FOR A STRADDLE PERIOD, THE AMOUNT OF SUCH TAX ALLOCABLE
TO A PORTION OF THE STRADDLE PERIOD SHALL BE THE TOTAL AMOUNT OF SUCH TAX FOR
THE PERIOD IN QUESTION MULTIPLIED BY A FRACTION, THE NUMERATOR OF WHICH IS THE
TOTAL NUMBER OF DAYS IN SUCH PORTION OF SUCH STRADDLE PERIOD AND THE DENOMINATOR
OF WHICH IS THE TOTAL NUMBER OF DAYS IN SUCH STRADDLE PERIOD, AND (II) IN THE
CASE OF SALES, VALUE-ADDED AND SIMILAR TRANSACTION-BASED TAXES (OTHER THAN TAXES
DESCRIBED IN SECTION 5.05(C) AND 5.06(B)(I)) FOR A STRADDLE PERIOD, SUCH TAXES
SHALL BE ALLOCATED TO THE PORTION OF THE STRADDLE PERIOD IN WHICH THE RELEVANT
TRANSACTION OCCURRED.
(c) Allocations.
Within 90 days after the Closing Date, or, if later, within 90
days after any post-Closing Adjusted Purchase Price becomes final and binding as
provided in Article II hereof, Purchaser shall propose to Seller in writing an
allocation of the applicable portions of the Purchase Price to Transferred
Assets in accordance with the methodology set forth in Code Section 1060 and the
regulations thereunder.
Such allocation shall be subject to approval by Seller,
which approval shall not be unreasonably withheld, conditioned or delayed.
If
the parties cannot agree upon such allocation, they shall submit the dispute for
final decision by an independent tax or accounting firm mutually selected by
Purchaser and Seller, the expense of which shall be borne equally by each, and
each party shall be bound by the decision of such independent tax or accounting
firm.
Purchaser and the Seller shall apply the allocations determined under
this paragraph for all tax reporting purposes.
SECTION 5.07.
Post-Closing Cooperation.
(A) FOLLOWING THE CLOSING, FOR SO LONG AS SUCH INFORMATION IS RETAINED BY A
PARTY (WHICH SHALL BE FOR A PERIOD OF AT LEAST FIVE YEARS), UPON REASONABLE
WRITTEN NOTICE, EACH PARTY SHALL AFFORD OR CAUSE TO BE AFFORDED TO THE OTHER
PARTY AND ITS AGENTS, REPRESENTATIVES AND AUDITORS REASONABLE ACCESS TO THE
PERSONNEL, PROPERTIES, BOOKS, SYSTEMS, CONTRACTS AND RECORDS (INCLUDING
FINANCIAL AND OTHER TAX RECORDS) RELATING TO THE TRANSFERRED ASSETS FOR ANY
REASONABLE BUSINESS PURPOSE, INCLUDING IN RESPECT OF LITIGATION, INSURANCE
MATTERS, PREPARATION OF TAX RETURNS AND FINANCIAL REPORTING OF SUCH PARTY AND
ITS AFFILIATES, INCLUDING BY, AS AND WHEN REASONABLY REQUESTED BY THE OTHER
PARTY,
32
PROVIDING COPIES OF ANY OF THE FOREGOING BOOKS, SYSTEMS, CONTRACTS