make copies and
extracts from, the books, records and other data in Purchaser's or Seller's
possession relating to the Business, the Purchased Assets, the Excluded Assets,
the Assumed Liabilities and the Retained Liabilities with respect to periods
prior to the Closing Date, at the requesting Party's expense, to the extent that
such access may be requested by Purchaser or Seller for any business purpose,
including to facilitate the investigation, litigation and final disposition of
any claims which may have been or may be made against Purchaser, Seller or their
respective Affiliates.
Purchaser and Seller agree that for a period of seven
(7) years following the Closing Date, such Party shall not destroy or otherwise
dispose of any such books, records or data in its possession without (a) giving
the other at least sixty (60) days' prior written notice of such intended
disposition and (b) offering to deliver to the other, at the other's expense,
custody of any or all of the books, records and data that such Party intends to
destroy.
8.7
Designated Reporting Person.
In order to assure compliance with
the requirements of Section 6045 of the Code (and any related reporting
requirements), the Parties agree as follows:
(A)
IF THE TITLE COMPANY EXECUTES A STATEMENT IN WRITING, IN FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO THE PARTIES, PURSUANT TO WHICH THE TITLE
COMPANY AGREES TO ASSUME ALL RESPONSIBILITIES FOR INFORMATION REPORTING REQUIRED
UNDER SECTION 6045(E) OF THE CODE, SELLER AND PURCHASER SHALL DESIGNATE THE
TITLE COMPANY AS THE PERSON TO BE RESPONSIBLE FOR ALL INFORMATION REPORTING
UNDER SECTION 6045(E) OF THE CODE (THE "REPORTING PERSON").
IF THE TITLE
COMPANY REFUSES TO EXECUTE A STATEMENT PURSUANT TO WHICH IT AGREES TO BE THE
REPORTING PERSON, SELLER AND PURCHASER AGREE TO APPOINT ANOTHER THIRD PARTY
MUTUALLY SATISFACTORY TO THE PARTIES AS THE REPORTING PERSON.
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(B)
SELLER AND PURCHASER HEREBY AGREE:
(I)
TO PROVIDE TO THE REPORTING PERSON ALL INFORMATION AND
CERTIFICATIONS REGARDING SUCH PARTY, AS REASONABLY REQUESTED BY THE REPORTING
PERSON OR OTHERWISE REQUIRED TO BE PROVIDED BY A PARTY UNDER SECTION 6045 OF THE
CODE; AND
(II)
TO PROVIDE TO THE REPORTING PERSON SUCH PARTY'S TAXPAYER
IDENTIFICATION NUMBER AND A STATEMENT (ON IRS FORM W-9 OR AN ACCEPTABLE
SUBSTITUTE FORM, OR ON ANY OTHER FORM THE CODE MIGHT REQUIRE AND/OR ANY FORM
REQUESTED BY THE REPORTING PERSON), SIGNED UNDER PENALTIES OF PERJURY, STATING
THAT THE TAXPAYER IDENTIFICATION NUMBER SUPPLIED BY SUCH PARTY TO THE REPORTING
PERSON IS CORRECT.
(C)
EACH PARTY AGREES TO RETAIN A COPY OF THIS AGREEMENT FOR NOT LESS
THAN FOUR (4) YEARS FROM THE END OF THE CALENDAR YEAR IN WHICH THE CLOSING
OCCURS AND TO PRODUCE SUCH COPY TO THE IRS UPON A VALID REQUEST THEREFOR.
8.8
Further Assurances.
Seller hereby agrees, without further
consideration, to execute and deliver following the Closing such other
instruments of transfer and take such other action as Purchaser or its counsel
may reasonably request in order to put Purchaser in possession of, and to vest
in Purchaser,