ALL SCHEDULES AND EXHIBITS TO THIS
AGREEMENT, AND ALL INFORMATION OBTAINED FROM THE SELLERS PURSUANT TO THIS
AGREEMENT.
6.4.
DISPUTE RESOLUTION.
EXCEPT WITH RESPECT TO
THE MATTERS SET FORTH ON SCHEDULE 6.4(A), ANY CONTROVERSY OR CLAIM ("CLAIM"),
WHETHER BASED ON CONTRACT, TORT, STATUTE OR OTHER LEGAL OR EQUITABLE THEORY
(INCLUDING BUT NOT LIMITED TO ANY CLAIM OF FRAUD, MISREPRESENTATION OR
FRAUDULENT INDUCEMENT OR ANY QUESTION OF VALIDITY OR EFFECT OF THIS AGREEMENT
INCLUDING THIS CLAUSE) ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING
ANY AMENDMENTS OR EXTENSIONS), OR THE BREACH OR TERMINATION THEREOF SHALL BE
SETTLED BY ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF SCHEDULE 6.4(B).
6.5.
EXPENSES; TRANSFER TAXES.
BUYER AND EACH OF
THE SELLERS WILL EACH BE LIABLE FOR ITS OWN COSTS AND EXPENSES INCURRED IN
CONNECTION WITH THE NEGOTIATION, PREPARATION, EXECUTION OR PERFORMANCE OF THIS
AGREEMENT INCLUDING, WITHOUT LIMITATION, FEES AND EXPENSES OF ITS COUNSEL,
ACCOUNTANTS AND OTHER ADVISORS.
ALL COSTS AND EXPENSES INCURRED BY A
PARTNERSHIP AND
14
THE GENERAL PARTNER THEREOF AND EACH OF THEIR RESPECTIVE AFFILIATES IN
CONNECTION WITH TRANSFERRING THE PARTNERSHIP INTERESTS AS CONTEMPLATED HEREBY
AND CAUSING BUYER TO BE ACCEPTED AS A LIMITED PARTNER IN SUBSTITUTION FOR SELLER
UNDER EACH PARTNERSHIP AGREEMENT AND ANY FEES IMPOSED ON THE BUYER OR SELLERS BY
A PARTNERSHIP SHALL BE BORNE 50% BY SELLERS, ON THE ONE HAND, AND 50% BY BUYER,
ON THE OTHER HAND, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE
PARTNERSHIP AGREEMENTS AND REGARDLESS OF WHETHER THE TRANSFERS ARE CONSUMMATED.
SELLER SHALL BE RESPONSIBLE FOR ALL TRANSFER TAXES ARISING FROM THE TRANSFER OF
THE PARTNERSHIP INTERESTS.
6.6.
NOTIFICATION BY BUYER.
BUYER SHALL NOTIFY
SELLERS PROMPTLY UPON THE OCCURRENCE OF ANY EVENT OR CIRCUMSTANCE THAT COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE ABILITY OF BUYER
TO PAY THE AGGREGATE PURCHASE PRICE OR ANY PORTION THEREOF AND CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY.
6.7.
SIDE LETTERS, ETC.
EACH OF THE SELLERS AND
BUYER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO ASSIGN AND TRANSFER ANY SIDE
LETTER OR OTHER AGREEMENT IN RESPECT OF EACH PARTNERSHIP INTEREST TO THE BUYER
FOR THE BENEFIT OF THE BUYER AND/OR ITS ASSIGNEES HEREUNDER.
6.8.
DELIVERY OF PARTNERSHIP AGREEMENTS, ETC.
SUBJECT TO THE RECEIPT OF THE APPLICABLE CONSENTS AND APPROVALS FROM THE GENERAL
PARTNERS OF THE PARTNERSHIPS, NO LATER THAN FIFTEEN (15) BUSINESS DAYS AFTER THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, THE SELLERS SHALL DELIVER TO BUYER, IN
RESPECT OF EACH PARTNERSHIP INTEREST, (I) THE PARTNERSHIP AGREEMENT, (II) ANY
SIDE LETTERS BETWEEN EITHER SELLER AND THE GENERAL PARTNER AND/OR THE
PARTNERSHIP, (III) OTHER OPERATIONAL DOCUMENTS, (III) THE QUARTERLY REPORTS FOR
THE TWO IMMEDIATELY PRECEDING QUARTERS, (IV) THE ANNUAL REPORT FOR THE
IMMEDIATELY PRECEDING FISCAL YEAR, (V) ALL CORRESPONDENCE BY AND BETWEEN EITHER
SELLER AND THE GENERAL PARTNER OR THE PARTNERSHIP, INCLUDING CAPITAL CALL AND
DISTRIBUTION NOTICES, (COLLECTIVELY, "GP CORRESPONDENCE") AFTER JUNE 30, 2004,
AND (VI) ANY OTHER AGREEMENT BETWEEN A PARTNERSHIP AND A SELLER OR ANY OF
SELLERS' AFFILIATES.
THE SELLERS SHALL NOTIFY THE