8.5 Performance; Resensitivity. Subject to the last sentence of this section, the agreement is applicable by the parties to this Agreement and by their respective heirs, their personal representatives, successors and beneficiaries of the transfer and may benefit from it. Neither this agreement nor any rights, interest or obligation arising from this agreement can be ceded by the purchasers without Navarre`s prior written consent, and any attempt to do so is not valid; However, provided that the purchaser can transfer the agreement and all its rights, interests or obligations under this agreement to a member of the buyer, without obtaining the consent of the sellers or Navarre. For businesses, „debt“ means any short-term or long-term debt for borrowed money, whether paid or unpaid, including, but not limited, to capital or business leasing, as well as all interest, expenses and other expenses against that debt. Regardless of the above and in order to avoid doubt, debts and expenses and liabilities accrued in due form are expressly excluded from the concept of „debt“ for the purposes of this agreement. (h) with the exception of this agreement, none of the companies or sellers are involved now or since a tax allowance, tax allowance or tax-sharing agreement that could result in liability to purchasers. 5.1 Books and recordings. From time to time, purchasers will provide sellers and their representatives, after notice and on reasonable dates, with appropriate access and assistance for reasonable purposes, including, but not limited to (a) the establishment or filing of necessary or recommended statements or bids by the U.S. Securities and Exchange Commission. , or b) defending all claims for which a duty notification has been forwarded to all corporate books and records during normal business hours, including, but not limited to, accounting and tax documents, sales and purchase documents, notes, memorandums and all other electronic or written data relating to the period before or after the actual deadline , provided that buyers have the right to do so. , to make a buyer`s representative present during the period during which sellers and their representatives have access to these records.
To the extent that the sellers deem it necessary with respect to their business, sellers may keep copies of these recordings to buyers before the originals are returned or, upon closing, the purchasers will provide the sellers, at the sellers` expense153, copies of all or part of these recordings, as reasonably requested by Navarre. Unless the other party has given its written consent, no party will request it for a period of seven (7) years from the date of that party or such a long retention period required by 8.6 counterparties. This agreement can be carried out in any number of counterparties, all considered original and all forming the same agreement together. (e) there are no security rights or interests on corporations153 or on the respective assets of sellers153 that were the result of an omission (or alleged failure) to pay taxes (with other tax pawns that are not yet due and payable). (e) all transfers, real estate transfers, excise duties, documents, sales, uses, stamps, registration and other taxes (including penalties and possible interest) resulting from the purchase and sale of the partnership shares are paid by the sellers or Navarre at maturity and the sellers or Navarre will file at their expense all tax returns and other necessary documents relating to all these transfers. , real estate transfer, excise duties, documentation, sale, use, stamp, registration and other taxes and royalties, and, if necessary under current legislation, purchasers are involved in the execution of these tax returns and other documents.