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 AND SECTION 18643 OF THE
R&T 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") AND SECTION 18643 OF THE R&T CODE.
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.
(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
50
(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, good and valid title to the Purchased Assets in accordance
with this Agreement and to consummate the Acquisition.
Purchaser hereby agrees,
without further consideration, to take such other action following the Closing
and execute and deliver such other documents as Seller or its counsel may
reasonably request in order to consummate the Acquisition in accordance with
this Agreement.
ARTICLE IX
SURVIVAL; INDEMNIFICATION
9.1
Expiration of Representations and
Warranties.
The representations and warranties in this Agreement (other than
the representations and warranties contained in Sections 3.1, 3.2, 3.3(a) and
(b), 3.8(e), 3.15(b) and (c), 3.16, 3.17, 3.18, 3.19, 3.23, 3.24 and 3.25) shall
survive the Closing until the second anniversary of the Closing Date, at which
time they shall terminate; provided that (i) the representations and warranties
contained in Sections 3.1, 3.2, 3.3(a) and (b), 3.8(e), 3.17 and 3.23 shall
survive the Closing indefinitely and (ii) the representations and warranties
contained in Sections 3.15(b) and (c), 3.16, 3.18, 3.19, 3.24 and 3.25 shall
survive the Closing until ninety (90) days after the expiration of the relevant
statute of limitations.
9.2
Indemnification by Seller.
Subject to the
limitations set forth in Section 7.2(a) and this Article IX, Seller shall