Common use of After the Closing Date Clause in Contracts

After the Closing Date. Seller and PDK shall, and shall cause each of their Affiliates to, (i) continue to maintain the confidentiality of all information, documents and materials relating to the Business or relating to Buyer, Nutraceutical International Corporation or any of its Subsidiaries which has been disclosed to any of them (including, without limitation, the terms of this Agreement and the other agreements contemplated hereby), except to the extent disclosure of any such information is required by law or the rule or regulation of any securities exchange, is made in connection with any investigation or inquiry by the FDA, the FTC or Other Authorities, or authorized by Buyer or reasonably occurs in connection with disputes over the terms of this Agreement and (ii) except with respect to this Agreement and the other agreements contemplated hereby, Seller, PDK and their Affiliates shall immediately return all such information, documents and materials to Buyer. After the Closing, Buyer shall, and shall cause each of its Affiliate to, (i) continue to maintain the confidentiality of all information, documents and materials relating to Seller (other than to the extent relating to the Business) or PDK which has been disclosed to any of them, except to the extent disclosure of any such information is required by law or the rule or regulation of any securities exchange, is made in connection with any investigation or inquiry by the FDA, the FTC or Other Authorities, or authorized by Seller or reasonably occurs in connection with disputes over the terms of this Agreement and (ii) except with respect to this Agreement and the other agreements contemplated hereby, immediately return all such information, documents and materials to Seller. In the event that any party reasonably believes after consultation with counsel that it is required by law to disclose any confidential information described in this Section 8.14 the disclosing party will (a) provide the other party with prompt notice before such disclosure in order that any party may attempt to obtain a protective order or other assurance that confidential treatment will be accorded such confidential information and (b) cooperate with the other party in attempting to obtain such order or assurance. The preceding sentence shall not apply to any disclosures made by Buyer to the FDA, the FTC or Other Authorities in response to or in connection with any investigation or inquiry to the extent that Buyer reasonably determines that notifying Seller or PDK would prejudice Buyer or would be contrary to law. The provisions of this Section 8.14 shall not apply to any information, documents or materials which are, as shown by appropriate written evidence, in the public domain or, as shown by appropriate written evidence, shall come into the public domain, other than by reason of breach by the applicable party bound hereunder or its Affiliates.

After the Closing Date. Seller Buyer and PDK shallSellers shall provide each other with such cooperation and information relating to each other as either party reasonably may request in (A) filing any Tax Return, and shall cause each of their Affiliates toamended Tax Return or claim for Tax refund, (iB) continue determining any Tax liability or a right to maintain the confidentiality refund of all informationTaxes, documents and materials relating to the Business (C) conducting or relating to Buyer, Nutraceutical International Corporation defending any audit or any other proceeding in respect of its Subsidiaries which has been disclosed to any of them Taxes or (including, without limitation, D) effectuating the terms of this Agreement Agreement. The parties shall retain all Tax Returns, schedules and work papers, and all material records and other documents relating thereto, until the other agreements contemplated hereby)expiration of the statute of limitation (and, except to the extent disclosure notified by any party, any extensions thereof) of the taxable years to which such returns and other documents relate and, unless such Tax returns and other documents are offered and delivered to Sellers or Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 7.7(c) shall be kept confidential, except as may be otherwise necessary in connection with filing any Tax Return, amended Tax Return, or claim for Tax refund, determining any Tax liability or right to refund of Taxes, or in conducting or defending any audit or other proceeding in respect of Taxes. Notwithstanding the foregoing, neither Seller nor Buyer, nor any of their Affiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 7.7(c). (i) Sellers shall use reasonable efforts to cause to be prepared and filed all Tax Returns of Bangor-Pacific for all taxable periods ending on or prior to the Closing Date and cause to be paid all Taxes relating to such Tax Returns. Upon request of Buyer, PHC shall cooperate with Buyer in making a Code Section 754 election by Bangor-Pacific with respect to obtaining an adjustment to the basis of Bangor-Pacific's assets under Code Section 743. For purposes of the allocations pursuant to Code Sections 755 and 1060 with respect to the Code Section 754 elections, Buyer and PHC mutually agree that property, plant and equipment may be assigned a value equal to fair market value and receivables may be assigned a value equal to the face amount thereof net of any bad debts for purposes of any such information election. If a Code Section 754 election is to be made, Buyer shall prepare and submit within one hundred eighty (180) days after the Closing Date an allocation consistent with the allocation described above to Sellers for their review and approval, which shall not be unreasonably withheld. Provided that the other partners in Bangor-Pacific have agreed to cooperate with Buyer in causing Bangor-Pacific to make a Code Section 754 election, at the election of Buyer, Buyer and PHC shall timely complete and file the statement required by law Treasury Regulation 1.743-1 and IRS Form 8594 consistent with such allocation, shall provide a copy of such form to the other party hereto and shall file a copy of such form with its federal income tax return for the period that includes the Closing Date. Sellers agree not to take any action to rescind any such Code Section 754 election now or hereafter in effect with respect to the rule or regulation assets of any securities exchange, is made in connection with any investigation or inquiry by the FDA, the FTC or Other Authorities, or authorized by Buyer or reasonably occurs in connection with disputes over the terms of this Agreement and Bangor-Pacific. (ii) except Sellers shall have the right, at Sellers' sole expense, to represent the interests of Bangor-Pacific in any Tax audit or administrative or court proceeding relating to Tax Returns described in Section 7.7(d)(i) with respect to this Agreement and the other agreements contemplated hereby, Seller, PDK and their Affiliates shall immediately return all which any Seller may be liable for Taxes (including any such information, documents and materials to Buyer. After the Closing, Buyer shall, and shall cause each of its Affiliate to, (i) continue to maintain the confidentiality of all information, documents and materials proceedings relating to Seller (other than Bangor-Pacific); provided, -------- however, that Buyer shall have the right to the extent relating to the Business) or PDK which has been disclosed to any of them, except to the extent disclosure of participate in any such information is required by law audit ------- or the rule or regulation of any securities exchange, is made in connection with any investigation or inquiry by the FDA, the FTC or Other Authorities, or authorized by Seller or reasonably occurs in connection with disputes over the terms of this Agreement and (ii) except with respect to this Agreement and the other agreements contemplated hereby, immediately return all such information, documents and materials to Seller. In the event that any party reasonably believes after consultation with counsel that it is required by law to disclose any confidential information described in this Section 8.14 the disclosing party will (a) provide the other party with prompt notice before such disclosure in order that any party may attempt to obtain a protective order or other assurance that confidential treatment will be accorded such confidential information and (b) cooperate with the other party in attempting to obtain such order or assurance. The preceding sentence shall not apply to any disclosures made by Buyer to the FDA, the FTC or Other Authorities in response to or in connection with any investigation or inquiry proceeding to the extent that any such audit or proceeding may affect the Tax liability of Buyer, any of its Affiliates, or Bangor-Pacific for any period ending after the Closing Date (with the right to consent to any settlement which may affect the Tax liability of Buyer, which consent shall not be unreasonably withheld) and to employ counsel of its choice at its own expense for purposes of such participation. (iii) Buyer reasonably determines that notifying shall notify Sellers in writing, as promptly as practicable, upon receipt by Buyer, any Affiliate of Buyer, or Bangor- Pacific of notice of any pending or threatened Tax audits or assessments relating to the income, properties or operations of any Seller or PDK would prejudice Bangor- Pacific, in each case for Pre-Closing Periods only, so long as Pre-Closing Periods remain open; provided, however, that failure by Buyer or would be contrary to law. The provisions of comply -------- ------- with this Section 8.14 7.7(d)(iii) shall not apply affect Buyer's right to indemnification relating to Taxes if such failure does not prejudice the rights of Sellers. Sellers shall notify Buyer in writing as promptly as practicable upon receipt by Sellers or any informationAffiliate of Sellers of notice of any pending or threatened Tax audits or assessments relating to the income, documents properties or materials which are, as shown by appropriate written evidence, in the public domain or, as shown by appropriate written evidence, shall come into the public domain, other than by reason operations of breach by the applicable party bound hereunder or its AffiliatesBangor-Pacific.

After the Closing Date. Seller Buyer and PDK shallSaugatuck shall provide each other, and Buyer shall cause each of their Affiliates tothe Company to provide Saugatuck, (i) continue to maintain the confidentiality of all information, documents with such cooperation and materials information relating to the Business Company as either party reasonably may request in (A) filing any Return, amended Return or relating claim for refund, (B) determining any Tax liability or a right to Buyerrefund of Taxes, Nutraceutical International Corporation (C) conducting or defending any audit or other proceeding in respect of its Subsidiaries which has been disclosed to any of them Taxes or (including, without limitation, D) effectuating the terms of this Agreement Agreement. The parties shall retain, and Buyer shall cause the Company to retain, all Returns, schedules and work papers, and all material records and other agreements contemplated hereby)documents relating thereto, except until the expiration of the statute of limitation (and, to the extent disclosure notified by any party, any extensions thereof) of the taxable years to which such Returns and other documents relate and, unless such Returns and other documents are offered and delivered to Sellers or Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information is required by law or the rule or regulation of any securities exchangeobtained under this Section 5.2 shall be kept confidential, is made except as may be otherwise necessary in connection with filing any investigation or inquiry by the FDAReturn, the FTC or Other Authoritiesamended Return, or authorized by Buyer claim for refund, determining any Tax liability or reasonably occurs right to refund of Taxes, or in connection with disputes over conducting or defending any audit or other proceeding in respect of Taxes. Notwithstanding the terms foregoing, no Seller nor Buyer, nor any of their respective affiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Agreement and (ii) except with respect to this Agreement and the other agreements contemplated hereby, Seller, PDK and their Affiliates shall immediately return all such information, documents and materials to Buyer. After the Closing, Buyer shall, and shall cause each of its Affiliate to, Section 5.2(g). (i) continue to maintain Buyer shall be liable for any transfer, real property gains, documentary, sales, use, registration, stamp, value added or other similar Taxes payable by reason of the confidentiality of all information, documents and materials relating to Seller (other than transactions contemplated by this Agreement or attributable to the extent relating to sale, transfer or delivery of the Business) or PDK which has been disclosed to any of them, except to the extent disclosure of Shares hereunder and shall reimburse Sellers for any such information is required Taxes paid by law or the rule or regulation Sellers within 30 days after receipt of any securities exchange, is made in connection with any investigation or inquiry an invoice therefor. All Returns related to such Taxes shall be filed by the FDA, the FTC or Other Authorities, or authorized by Seller or reasonably occurs in connection with disputes over the terms of this Agreement and Buyer (ii) except with respect to this Agreement and the other agreements contemplated hereby, immediately return all such information, documents and materials to Seller. In the event that any party reasonably believes after consultation with counsel that it is unless required by law to disclose any confidential information described in this Section 8.14 the disclosing party will (a) provide the other party with prompt notice before such disclosure in order that any party may attempt to obtain a protective order or other assurance that confidential treatment will be accorded such confidential information and (b) cooperate with the other party in attempting to obtain such order or assurance. The preceding sentence shall not apply to any disclosures made filed by Buyer to the FDA, the FTC or Other Authorities in response to or in connection with any investigation or inquiry to the extent that Buyer reasonably determines that notifying Seller or PDK would prejudice Buyer or would be contrary to law. The provisions of this Section 8.14 shall not apply to any information, documents or materials which are, as shown by appropriate written evidence, in the public domain or, as shown by appropriate written evidence, shall come into the public domain, other than by reason of breach by the applicable party bound hereunder or its AffiliatesSellers).