LIMITATION, INTEREST, PENALTIES
AND ADDITIONS THERETO (OTHER THAN (X) TRANSFER TAXES, STAMP TAXES OR OTHER TAXES
ASSESSED IN CONNECTION WITH THE SALE OR TRANSFER OF STOCK, A PROPERTY OR ANY
INTEREST THEREIN, OR ANY OTHER TAX, FOR WHICH RESPONSIBILITY IS ALLOCATED TO
PURCHASER IN ACCORDANCE WITH SECTION 4.5 OF THIS AGREEMENT OR (Y) ANY REAL
PROPERTY TAXES OR ASSESSMENTS FOR WHICH RESPONSIBILITY IS ALLOCATED TO PURCHASER
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT) IMPOSED ON THE TRUST, PROPERTY
MANAGER, ILLINOIS MANAGER, OR RIVERSIDE LLC RELATING TO TAXABLE PERIODS OR
PORTIONS THEREOF ENDING ON OR BEFORE THE DATE OF THE CLOSING OR ALLOCABLE TO THE
PORTION THEREOF THROUGH THE DATE OF THE CLOSING PURSUANT TO THIS PARAGRAPH,
OTHER THAN ARISING FROM (I) A BREACH OF PURCHASER'S OBLIGATIONS UNDER THIS
AGREEMENT, (II) A FAILURE BY PURCHASER TO MAKE SUFFICIENT DISTRIBUTIONS
FOLLOWING THE CLOSING, ELIGIBLE FOR DIVIDENDS PAID DEDUCTIONS, TO ELIMINATE ANY
INCOME TAX LIABILITY OF
36
THE TRUST FOR THE TRUST'S TAXABLE YEAR THAT INCLUDES THE CLOSING, OR (III) A
FAILURE BY PURCHASER TO MAINTAIN RIVERSIDE AND PROPERTY MANAGER AS A PARTNERSHIP
OR A DISREGARDED ENTITY FOR TAX PURPOSES. IF THE CLOSING DATE IS OTHER THAN THE
LAST DAY OF A TAXABLE PERIOD OF THE TRUST, THE TAX ATTRIBUTABLE TO THE
OPERATIONS OF THE TRUST, PROPERTY MANAGER OR RIVERSIDE LLC FOR THE PORTION OF
THE PERIOD UP TO AND INCLUDING THE DATE OF THE CLOSING SHALL BE (I) IN THE CASE
OF ALL TAXES BASED ON OR IN RESPECT OF INCOME, THE TAX COMPUTED ON THE BASIS OF
THE TAXABLE INCOME OR LOSS OF THE ENTITY FOR SUCH PARTIAL PERIOD ENDING ON OR
BEFORE THE DATE OF CLOSING AS DETERMINED FROM ITS BOOKS AND RECORDS, AND (II) IN
THE CASE OF ALL OTHER TAXES (OTHER THAN THOSE
ALLOCATED PURSUANT TO
SECTION 4.4.1(II)), ON THE BASIS OF THE ACTUAL ACTIVITIES OF THE ENTITY FOR SUCH
PARTIAL PERIOD ENDING ON OR BEFORE THE DATE OF CLOSING AS DETERMINED FROM ITS
BOOKS AND RECORDS. EXCEPT AS OTHERWISE PROVIDED HEREIN, SELLER SHALL NOT BE
RESPONSIBLE FOR ANY TAXES ATTRIBUTABLE TO INCOME OR ACTIVITY ON THE CLOSING DATE
AND AFTER THE CLOSING DATE.
5.7.2
SELLER SHALL PREPARE OR CAUSE TO BE PREPARED, AT THE COST AND EXPENSE
OF SELLER, ON A TIMELY BASIS (INCLUDING ANY AUTOMATICALLY AVAILABLE EXTENSIONS)
TAX RETURNS FOR THE TRUST, PROPERTY MANAGER AND RIVERSIDE LLC (INCLUDING THE
APPLICABLE 1099S, K-1S OR SIMILAR SCHEDULES AND REPORTS WHICH ARE PART OF OR
DERIVED FROM ANY SUCH TAX RETURNS) FOR FEDERAL AND STATE INCOME, UNINCORPORATED
BUSINESS TAXABLE INCOME OR ANY SIMILAR TYPE OF NET INCOME TAX APPLICABLE TO ANY
SAID ENTITY FOR ALL SUCH TAX RETURNS WHICH ARE DUE PRIOR TO OR FOR TAXABLE OR
OTHER RELEVANT PERIODS ENDING BEFORE JANUARY 1, 2006, AND, IF PURCHASER ELECTS
PURSUANT TO SECTION 4.3.5 TO DISSOLVE THE REIT WITHIN SEVEN (7) DAYS AFTER
CLOSING, FOR THE TAXABLE PERIOD THAT INCLUDES THE CLOSING DATE.
ALL SUCH TAX RETURNS SHALL IN ALL EVENTS BE PREPARED IN A MANNER CONSISTENT WITH