AS A RESULT OF, OR FOLLOWING THE CLOSING.
SECTION 5.02.
CUSTOMERS.
IMMEDIATELY AFTER THE CLOSING,
SELLER SHALL PROVIDE TO BUYER A LIST OF EACH OF THE CUSTOMERS OF THE BUSINESS
DURING THE FISCAL YEAR ENDED MARCH 31, 2008 AND THE QUARTER ENDED JUNE 30, 2008,
SHOWING THE APPROXIMATE TOTAL SALES BY THE BUSINESS TO EACH SUCH CUSTOMER DURING
SUCH PERIODS.
SECTION 5.03.
TRANSFER TAXES.
NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT, ALL TRANSFER, REGISTRATION, STAMP, DOCUMENTARY,
SALES AND SIMILAR TAXES (INCLUDING ALL APPLICABLE REAL ESTATE TRANSFER OR GAINS
TAXES), AND ANY PENALTIES, INTEREST AND ADDITIONS TO TAX, INCURRED IN CONNECTION
WITH THIS AGREEMENT OR THE TRANSFER OF THE BUSINESS AND THE TRANSFERRED ASSETS
SHALL
17
BE THE RESPONSIBILITY OF AND BE TIMELY PAID BY SELLER.
SELLER AND BUYER SHALL
COOPERATE IN THE TIMELY MAKING OF ALL FILINGS, RETURNS, REPORTS AND FORMS AS MAY
BE REQUIRED IN CONNECTION THEREWITH.
SECTION 5.04.
FURTHER ACTION.
(A)
EACH OF THE PARTIES HERETO SHALL EXECUTE
SUCH DOCUMENTS (INCLUDING, WITHOUT LIMITATION, THE ANCILLARY AGREEMENTS) AND
OTHER PAPERS AND TAKE SUCH FURTHER ACTIONS AS MAY BE REASONABLY REQUIRED OR
DESIRABLE TO CARRY OUT THE PROVISIONS HEREOF AND THE TRANSACTIONS CONTEMPLATED
HEREBY, AT OR AFTER THE CLOSING, TO EVIDENCE THE CONSUMMATION OF THE
TRANSACTIONS CONSUMMATED PURSUANT TO THIS AGREEMENT.
UPON THE TERMS AND SUBJECT
TO THE CONDITIONS HEREOF, EACH OF THE PARTIES HERETO SHALL TAKE, OR CAUSE TO BE
TAKEN, ALL ACTIONS AND DO, OR CAUSE TO BE DONE, ALL OTHER THINGS NECESSARY,
PROPER OR ADVISABLE TO CONSUMMATE AND MAKE EFFECTIVE AS PROMPTLY AS PRACTICABLE
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND TO OBTAIN IN A TIMELY MANNER
ALL NECESSARY WAIVERS AND CONSENTS AND TO EFFECT ALL NECESSARY REGISTRATIONS AND
FILINGS.
FOLLOWING THE CLOSING, EACH PARTY WILL AFFORD THE OTHER PARTY, ITS
COUNSEL AND ITS ACCOUNTANTS, DURING NORMAL BUSINESS HOURS, REASONABLE ACCESS TO
THE BOOKS, RECORDS AND OTHER DATA RELATING TO THE BUSINESS IN ITS POSSESSION
WITH RESPECT TO PERIODS PRIOR TO THE CLOSING AND THE RIGHT TO MAKE COPIES AND
EXTRACTS THEREFROM, AT THE REQUESTING PARTY'S EXPENSE, TO THE EXTENT THAT SUCH
ACCESS MAY BE REASONABLY REQUIRED BY THE REQUESTING PARTY IN CONNECTION WITH
(I) THE PREPARATION OF FINANCIAL REPORTS OR TAX RETURNS, (II) THE DETERMINATION
OR ENFORCEMENT OF RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT OR ANY OF THE
ANCILLARY AGREEMENTS, (III) COMPLIANCE WITH THE REQUIREMENTS OF ANY GOVERNMENTAL
AUTHORITY, OR (V) IN CONNECTION WITH ANY ACTUAL OR THREATENED ACTION OR
PROCEEDING, BUT IN EACH CASE ONLY TO THE EXTENT THAT SUCH ACCESS DOES NOT
UNREASONABLY INTERFERE WITH THE BUSINESS AND OPERATIONS OF THE PARTY PROVIDING
SUCH ACCESS.
THE REQUESTING PARTY SHALL PROVIDE A WRITTEN REQUEST TO ACCESS
SUCH INFORMATION (WHICH WRITTEN REQUEST SHALL INCLUDE THE REASON FOR SUCH
PARTY'S REQUEST TO ACCESS SUCH INFORMATION) WITHIN A REASONABLE TIME PRIOR TO
THE REQUESTED DATE OF ACCESS.
FURTHER, EACH PARTY AGREES FOR A PERIOD EXTENDING
FOR FIVE (5) YEARS AFTER THE CLOSING DATE NOT TO DESTROY OR OTHERWISE DISPOSE OF
ANY SUCH BOOKS, RECORDS AND OTHER DATA