OR LEASE OF THE ACQUIRED ASSETS CONTEMPLATED BY THIS
AGREEMENT SHALL BE PAID BY THE PARTY DESIGNATED AS THE RESPONSIBLE TAXPAYER
UNDER APPLICABLE LAW.
19
6.5
SHARING OF DATA.
(A)
FOR A PERIOD OF TEN YEARS AFTER THE CLOSING DATE (THE "RETENTION
PERIOD"), SELLERS SHALL BE REQUIRED TO MAINTAIN THE RECORDS ORDINARILY
MAINTAINED ON ITS IT SYSTEMS OR PHYSICALLY MAINTAINED IN LOCATIONS OTHER THAN
THE FACILITY (THE "SELLER RETAINED RECORDS").
DURING THE RETENTION PERIOD,
BUYER SHALL BE REQUIRED TO MAINTAIN THE RECORDS PHYSICALLY MAINTAINED AT THE
FACILITY (WITH THE EXCEPTION OF EMPLOYMENT AND PAYROLL RECORDS WHICH SHALL BE
KEPT BY THE SELLER FOR A PERIOD OF FIVE YEARS RATHER THAN TEN YEARS) OR LOCATED
IN THE COMPUTERS OF THE HIRED EMPLOYEES (THE "BUYER RETAINED RECORDS").
DURING
THE RETENTION PERIOD, EACH PARTY SHALL HAVE THE RIGHT
TO HAVE REASONABLE ACCESS
TO SUCH BOOKS, RECORDS AND ACCOUNTS, INCLUDING FINANCIAL AND TAX INFORMATION,
CORRESPONDENCE, PRODUCTION RECORDS, EMPLOYMENT RECORDS AND OTHER RECORDS THAT
ARE HELD BY THE OTHER PARTY PURSUANT TO THE TERMS OF THIS SECTION FOR THE
LIMITED PURPOSES OF CONCLUDING ITS INVOLVEMENT IN THE BUSINESS CONDUCTED BY THE
OTHER PARTY PRIOR TO/AFTER THE CLOSING DATE (AS APPLICABLE) AND FOR COMPLYING
WITH ITS OBLIGATIONS UNDER APPLICABLE SECURITIES, TAX, ENVIRONMENTAL, CUSTOMS,
EMPLOYMENT OR OTHER LAWS AND REGULATIONS. ANY PARTY ACCESSING INFORMATION OF THE
OTHER PARTY PURSUANT TO THIS SECTION 6.5 WILL TAKE ALL REASONABLE PRECAUTIONS TO
PROTECT THE CONFIDENTIALITY OF ANY INFORMATION OBTAINED.
NEITHER THE BUYER NOR
THE SELLERS SHALL DESTROY ANY SUCH BOOKS, RECORDS OR ACCOUNTS RETAINED BY IT
DURING THE RETENTION PERIOD WITHOUT FIRST PROVIDING THE OTHER PARTY WITH THE
OPPORTUNITY TO OBTAIN OR COPY SUCH BOOKS, RECORDS, OR ACCOUNTS AT SUCH OTHER
PARTY'S EXPENSE.
(B)
PROMPTLY UPON WRITTEN REQUEST BY THE BUYER MADE AT ANY TIME
FOLLOWING THE CLOSING DATE, THE SELLERS SHALL AUTHORIZE THE RELEASE TO THE BUYER
OF ALL FILES DIRECTLY PERTAINING TO THE SELLERS RELATING PRINCIPALLY TO THE
ACQUIRED BUSINESS (OTHER THAN RECORDS RELATING TO THE PROFITABILITY OF THE
ACQUIRED BUSINESS) OR THE ACQUIRED ASSETS HELD BY ANY FEDERAL, STATE, COUNTY OR
LOCAL AUTHORITIES, AGENCIES OR INSTRUMENTALITIES, PROVIDED THAT THE SELLERS
SHALL HAVE THE OPPORTUNITY TO REASONABLY REDACT IRRELEVANT INFORMATION
(C)
PROMPTLY UPON WRITTEN REQUEST BY THE SELLERS MADE AT ANY TIME
FOLLOWING THE CLOSING DATE, THE BUYER SHALL AUTHORIZE THE RELEASE TO THE SELLERS
OF ALL FILES RELATING PRINCIPALLY TO THE RETAINED LIABILITIES OR EXCLUDED
ASSETS.
6.6
COOPERATION IN LITIGATION.
FROM AND AFTER THE CLOSING DATE, EACH
PARTY SHALL FULLY COOPERATE WITH THE OTHER IN THE DEFENSE OR PROSECUTION OF ANY
LITIGATION OR PROCEEDING ALREADY INSTITUTED OR WHICH MAY BE INSTITUTED HEREAFTER
AGAINST OR BY SUCH OTHER PARTY RELATING TO OR ARISING OUT OF THE CONDUCT OF THE
ACQUIRED BUSINESS OF THE SELLERS OR THE BUYER PRIOR TO OR AFTER THE CLOSING DATE
(OTHER THAN LITIGATION AMONG THE PARTIES AND/OR THEIR AFFILIATES ARISING OUT THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT), INCLUDING, WITHOUT LIMITATION, BY
RETAINING AND PRODUCING ANY AND ALL DOCUMENTATION RELEVANT TO ANY SUCH
LITIGATION