PARTY OF ANY
PROVISION HERETO SHALL BE VALID ONLY IF SET FORTH IN AN INSTRUMENT IN WRITING
SIGNED ON BEHALF OF SUCH PARTY, GIVING THE WAIVER, AND SHALL NOT BE DEEMED A
WAIVER OF ANY OTHER SECTION NOR A CONTINUING WAIVER,
11.13
INDEPENDENT CONTRACTORS.
THE RELATIONSHIP BETWEEN
BUYER AND SELLER UNDER THIS AGREEMENT IS THAT OF INDEPENDENT CONTRACTORS.
NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED TO CONSTITUTE OR CREATE A
PARTNERSHIP, AGENCY RELATIONSHIP, JOINT VENTURE OR EQUITY INTEREST BETWEEN BUYER
AND SELLER.
NO PARTY HAS THE POWER OR AUTHORITY TO ACT ON BEHALF OF THE OTHER
PARTY, EXCEPT AS AUTHORIZED IN WRITING BY THE OTHER PARTY.
11.14
GENERAL AUDIT RIGHT.
EACH PARTY (THE "AUDITING
PARTY") SHALL HAVE THE RIGHT TO REVIEW, AND THE OTHER PARTY (THE "AUDITED
PARTY") AGREES TO MAKE AVAILABLE TO THE AUDITING PARTY, ANY AND ALL OF THE
AUDITED PARTY'S RECORDS THAT ARE RELEVANT TO THE DETERMINATIONS OF THE
ALLOCATIONS MADE TO AND COSTS CHARGED TO THE AUDITING PARTY UNDER THIS
AGREEMENT, INCLUDING THE ALLOCATIONS WITH RESPECT TO ACCOUNTS RECEIVABLE AND
ACCOUNTS PAYABLE PROVIDED FOR IN SECTION 4.
FOR A PERIOD OF THREE (3) YEARS
AFTER CLOSING, EACH PARTY SHALL RETAIN ALL DOCUMENTATION NECESSARY FOR THE OTHER
PARTY TO VERIFY THE ACCURACY OF SUCH DETERMINATIONS AND SHALL MAKE SUCH
DOCUMENTATION AVAILABLE TO THE OTHER PARTY IN THE EVENT THE OTHER PARTY
EXERCISES ITS AUDIT RIGHT HEREUNDER.
EACH AUDITED PARTY SHALL PROMPTLY REMIT TO
THE AUDITING PARTY THE AMOUNT OF ANY OVERCHARGES OR UNDER ALLOCATIONS REVEALED
AS A RESULT OF ANY SUCH AUDIT; PROVIDED, THAT THE AUDITING PARTY SHALL PROVIDE
THE AUDITING PARTY WITH THE DOCUMENTATION SUBSTANTIATING ANY SUCH OVERCHARGE OR
UNDER ALLOCATION.
11.15
FURTHER ASSURANCES.
FROM TIME TO TIME AFTER THE
CLOSING, UPON REQUEST OF EITHER PARTY AND WITHOUT FURTHER CONSIDERATION, EACH
PARTY HERETO SHALL EXECUTE, ACKNOWLEDGE AND DELIVER ALL SUCH OTHER INSTRUMENTS
AND DOCUMENTS AND SHALL TAKE ALL SUCH OTHER ACTIONS REQUIRED TO CONSUMMATE AND
MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND ALL
20
AGREEMENTS AND INSTRUMENTS DELIVERED IN CONNECTION HEREWITH.
WITHOUT LIMITING
THE FOREGOING SENTENCE, IN CONNECTION THEREWITH, IF REQUIRED, THE PRESIDENT OR
CHIEF FINANCIAL OFFICER OF THE SELLER WILL EXECUTE ANY FACTUALLY ACCURATE
DOCUMENTATION REASONABLY REQUIRED BY THE BUYER OR THE BUYER'S INDEPENDENT PUBLIC
ACCOUNTANTS.
EACH PARTY WILL ALSO COOPERATE AND USE ITS COMMERCIALLY REASONABLE
EFFORTS TO HAVE ITS PRESENT OFFICERS, DIRECTORS AND EMPLOYEES COOPERATE WITH THE
OTHER PARTY HERETO ON AND AFTER THE CLOSING IN FURNISHING INFORMATION, EVIDENCE,
TESTIMONY AND OTHER ASSISTANCE.
SELLER SHALL USE COMMERCIALLY REASONABLE
EFFORTS DURING THE LEASE TRANSITION PERIOD TO PROVIDE SUCH ASSISTANCE TO BUYER
AS IS REASONABLY NECESSARY FOR BUYER TO CONTINUE TO OPERATE THE BUSINESS IN
SUBSTANTIALLY THE SAME MANNER AS SELLER OPERATED THE BUSINESS PRIOR TO CLOSING.
11.16
INTERPRETATION.
THE DEFINED TERMS USED HEREIN SHALL
APPLY EQUALLY TO BOTH THE SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED.
WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUN SHALL INCLUDE THE CORRESPONDING
MASCULINE; FEMININE AND NEUTER FORMS.
ALL REFERENCES HEREIN TO ARTICLES,
SECTIONS AND EXHIBITS