ARE REASONABLY RELEVANT
TO ANY SUCH AUDIT, LITIGATION OR OTHER PROCEEDING AND MAKING EMPLOYEES AVAILABLE
ON A MUTUALLY CONVENIENT BASIS TO PROVIDE ADDITIONAL INFORMATION AND EXPLANATION
OF ANY MATERIAL PROVIDED HEREUNDER.
EACH OF PURCHASER AND SELLER AGREES (I) TO
RETAIN ALL BOOKS AND RECORDS WITH RESPECT TO TAX MATTERS PERTINENT TO THE
ACQUIRED ASSETS RELATING TO ANY TAXABLE PERIOD BEGINNING BEFORE THE CLOSING DATE
UNTIL THE EXPIRATION OF THE STATUTE OF LIMITATIONS (AND, TO THE EXTENT NOTIFIED
BY PURCHASER OR SELLER, ANY EXTENSIONS THEREOF) OF THE RESPECTIVE TAXABLE
PERIODS, AND TO ABIDE BY ALL RECORD RETENTION AGREEMENTS ENTERED INTO WITH ANY
GOVERNMENTAL BODY, AND (II) TO GIVE THE OTHER PARTY REASONABLE WRITTEN NOTICE
PRIOR TO TRANSFERRING, DESTROYING OR DISCARDING ANY SUCH BOOKS AND RECORDS AND,
IF THE OTHER PARTY SO REQUESTS, EACH PARTY SHALL ALLOW THE OTHER PARTY THE
OPTION OF TAKING POSSESSION OF SUCH BOOKS AND RECORDS PRIOR TO THEIR DISPOSAL.
PURCHASER AND SELLER FURTHER AGREE, UPON REQUEST, TO USE THEIR COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN ANY CERTIFICATE OR OTHER DOCUMENT FROM ANY
GOVERNMENTAL BODY OR ANY OTHER PERSON AS MAY BE NECESSARY TO MITIGATE, REDUCE OR
ELIMINATE ANY TAX THAT COULD BE IMPOSED WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED.
(C)
PURCHASER AND SELLER SHALL COOPERATE FULLY, AS AND TO THE EXTENT
REASONABLY REQUESTED BY THE OTHER PARTY, IN CONNECTION OF ACCOMMODATING A 1031
EXCHANGE (AS PROVIDED FOR UNDER IRC SECTION 1031 OF THE CODE).
PURCHASER OR
SELLER RESERVES THE RIGHT, AT OR PRIOR TO CLOSING, TO ASSIGN ITS RIGHTS UNDER
THIS AGREEMENT WITH RESPECT TO ALL OR A PORTION OF THE PURCHASE PRICE, AND THAT
PORTION OF THE ASSETS ASSOCIATED THEREWITH ("1031 ASSETS"), TO A QUALIFIED
INTERMEDIARY ("QI") (AS THAT TERM IS DEFINED IN SECTION 1.1031(K)-1(G)(4)(V) OF
THE TREASURY REGULATIONS) TO ACCOMPLISH THIS TRANSACTION, IN WHOLE OR IN PART,
IN A MANNER THAT WILL COMPLY WITH THE REQUIREMENTS OF A LIKE-KIND EXCHANGE
("LIKE-KIND EXCHANGE") PURSUANT TO SECTION 1031 OF THE CODE.
IF PURCHASER SO
ELECTS, PURCHASER MAY ASSIGN ITS RIGHTS UNDER THIS AGREEMENT TO THE
32
1031 Assets to the QI.
Seller hereby (i) consents to Purchaser's assignment of
its rights in this Agreement with respect to the 1031 Assets, and (ii) if such
an assignment is made, agrees to transfer all or a portion of the Assets into
the qualified trust account at Closing as directed in writing by Purchaser.
Purchaser acknowledges and agrees that a whole or partial assignment of this
Agreement to a QI shall not release Purchaser from any of its respective
liabilities and obligations to Seller or expand any liabilities or obligations
of Seller under this Agreement.
Neither party represents to the other that any
particular tax treatment will be given to either party as a result of the
Like-Kind Exchange.
Seller shall not be obligated to pay any additional costs
or incur any additional obligations in its sale of the Assets if such costs are
the result of Purchaser's Like-Kind Exchange, and Purchaser shall hold harmless
and indemnify Seller from and