OR ANY PART OF THEM, WHETHER SUCH CLAIM
ARISES AS A RESULT OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT OR BUYER'S
CONDUCT IN NEGOTIATING OR IMPLEMENTING THIS AGREEMENT OR IN ANY OTHER WAY THAT
IS DIRECTLY OR INDIRECTLY RELATED TO THIS AGREEMENT OR THE TRANSACTIONS, AND
REGARDLESS OF WHETHER SUCH CLAIM ARISES BASED ON CONTRACT OR TORT OR ANY OTHER
THEORY OF LIABILITY (ANY AND ALL SUCH CLAIMS BEING COLLECTIVELY REFEREED TO
HEREAFTER AS "TRANSACTION CLAIMS").
SELLER, ON ITS BEHALF AND ON BEHALF OF THE
SELLER CLAIMANTS, HEREBY WAIVES ANY RIGHT IT OR THEY OTHERWISE MAY HAVE NOW OR
HEREAFTER TO PART OR ALL OF THE TRUST ASSETS BASED UPON, OR RELATED IN ANY WAY
TO, ANY TRANSACTION CLAIM AND
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AGREES THAT IT AND THEIR SOLE RECOURSE FOR ANY OF TRANSACTION CLAIM SHALL BE
AGAINST THE NON-TRUST ASSETS UNLESS AND UNTIL THIS AGREEMENT IS CONSUMMATED WITH
SELLER.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, UPON
THE CONSUMMATION OF THE TRANSACTIONS THE WAIVER SET FORTH IN SECTION 7.3(B)
SHALL CEASE TO EXIST AND SHALL BE OF NO FURTHER FORCE AND EFFECT, AND SELLER
SHALL THEREAFTER HAVE FULL RECOURSE TO THE TRUST ASSETS, SUBJECT TO THE TERMS
AND CONDITIONS SET FORTH IN THIS AGREEMENT.
ARTICLE VIII.
CERTAIN TAX MATTERS
8.1
BOOKS & RECORDS; COOPERATION.
BUYER, ON ONE HAND, AND SELLER, ON
THE OTHER HAND, AGREE TO FURNISH OR CAUSE TO BE FURNISHED TO THE OTHER, UPON
REQUEST, AS PROMPTLY AS PRACTICABLE, SUCH INFORMATION AND ASSISTANCE RELATED TO
THE PURCHASED ASSETS AND THE PURCHASED BUSINESS, INCLUDING WITHOUT LIMITATION
ACCESS TO BOOKS AND RECORDS IN ITS POSSESSION, AS IS REASONABLY NECESSARY FOR
THE FILING OF ALL TAX RETURNS BY BUYER OR SELLER, THE MAKING OF ANY ELECTION
RELATED TO TAXES, THE PREPARATION FOR ANY AUDIT BY ANY TAXING AUTHORITY, AND THE
PROSECUTION OR DEFENSE OF ANY CLAIM, SUIT OR PROCEEDING RELATED TO ANY TAXES.
EACH OF BUYER, ON ONE HAND, AND SELLER, ON THE OTHER HAND, SHALL RETAIN ALL
BOOKS AND RECORDS WITH RESPECT TO TAXES PERTAINING TO THE PURCHASED ASSETS AND
THE PURCHASED BUSINESS, (OTHER THAN BOOKS AND RECORDS RELATED SOLELY TO EXCLUDED
ASSETS (OTHER THAN THE INTELLECTUAL PROPERTY ASSETS THEREIN) OR EXCLUDED
LIABILITIES) FOR A PERIOD OF AT LEAST SIX (6) YEARS FOLLOWING THE CLOSING DATE.
BUYER, ON ONE HAND, AND SELLER, ON THE OTHER HAND, SHALL COOPERATE FULLY WITH
THE OTHER IN THE CONDUCT OF ANY AUDIT, LITIGATION OR OTHER PROCEEDING RELATED TO
TAXES INVOLVING THE PURCHASED ASSETS AND THE PURCHASED BUSINESS (OTHER THAN
TAXES RELATED SOLELY TO EXCLUDED ASSETS (OTHER THAN THE INTELLECTUAL PROPERTY
ASSETS THEREIN) OR EXCLUDED LIABILITIES).
BUYER, ON ONE HAND, AND SELLER, ON
THE OTHER HAND, FURTHER AGREE, UPON REQUEST, TO USE THEIR BEST EFFORTS TO OBTAIN
ANY CERTIFICATE OR OTHER DOCUMENT FROM ANY GOVERNMENTAL ENTITY OR ANY OTHER
PERSON AS MAY BE NECESSARY TO MITIGATE, REDUCE OR ELIMINATE ANY TAX THAT COULD
BE IMPOSED (INCLUDING, BUT NOT LIMITED TO, WITH RESPECT TO THE TRANSACTIONS).
8.2
TRANSFER TAXES.
BUYER AND/OR SELLER SHALL BE LIABLE