This excerpt taken from the RTEC 8-K filed Dec 21, 2007.
Section 8.02 Tax Matters.
(a) (i) Subject to Section 1.04(h), Seller shall be solely responsible and liable for the timely filing and payment of any and all Tax Returns and Taxes of Seller or otherwise relating to any Asset which arise during or relate to taxable years or other taxable periods (or any portion thereof) ending on or before the Closing, including, without limitation, the filing of Tax Returns required with respect to any Transfer Taxes and (subject to Seller's receipt of Purchaser's share) the payment thereof in accordance with Section 1.09 hereof. Purchaser shall be solely responsible and liable for the timely filing and payment of any and all Tax Returns and Taxes of Purchaser or otherwise relating to any Asset which arise during or relate to taxable years or other taxable periods (or any portion thereof) commencing after the Closing Date. From and after the Closing, Seller shall continue to file all Tax Returns and pay all Taxes in respect of the Life Sciences Division and the PMC Business in accordance with all applicable Tax Laws.
(ii) If Seller and Purchaser have not reached agreement on the allocation to Tangible Personal Property and Inventory pursuant to Section 1.04(h)(i) by the date that the Washington Combined Excise Tax Return described in Section 1.04(h) is required to be filed to avoid the imposition of interest or penalties, then (A) Seller shall timely file such Return with provisional figures for Tangible Personal Property and Inventory, and (B) once the allocation of the Final Purchase Price to such assets or classes of assets has been agreed upon by the parties, Seller shall timely file an amended Washington Combined Excise Tax Return reflecting the agreed upon figures. Seller shall pay any Taxes due with the returns described in (A) or (B) above, subject to Purchaser's obligation to pay one-half of the Transfer Tax in accordance with Section 1.09.
(b) From and after the Closing Date, Seller and the Purchaser Entities agree: (i) to reasonably assist the other parties in preparing any Tax Returns that such other party is responsible for preparing and filing after such Closing Date with respect to the Semiconductor Division or the Assets; (ii) to reasonably cooperate with the other party in preparing for any audits of, or disputes with Governmental or Regulatory Authorities regarding, any Tax Returns relating to the Semiconductor Division or the Assets and to make available to the other party as reasonably requested all information, records and documents relating to liabilities for Taxes associated with the Semiconductor Division or the Assets, and to preserve all such information, records and documents until the expiration of any applicable statutes of limitation or extensions thereof and as otherwise required by applicable law; and (iii) to provide timely notice to the other party in writing of any pending or threatened Tax audits or assessments related to the Semiconductor Division of the Assets which relate to any period prior to the Closing Date and of which such party has knowledge and to furnish such other party with copies of all correspondence received from any Governmental or Regulatory Authority in connection with any Tax audit or information request.