THERETO, OR ANY ACTS OR
OMISSIONS IN CONNECTION WITH THIS AGREEMENT. THIS WAIVER HAS BEEN AGREED TO
AFTER CONSULTATION WITH LEGAL COUNSEL SELECTED BY PURCHASER AND SELLERS.
11.20
TIME OF ESSENCE.
SUBJECT TO THE NEXT SENTENCE, THE
PARTIES AGREE THAT TIME IS OF THE ESSENCE WITH RESPECT TO OBLIGATIONS OF THE
PARTIES SET FORTH IN THIS AGREEMENT INCLUDING BUT NOT LIMITED TO THE DATES AND
TIME PERIODS PROVIDED FOR IN THIS AGREEMENT. IF THE DATE ON WHICH, OR TIME
PERIOD BY WHICH, ANY RIGHT, OPTION OR ELECTION PROVIDED UNDER THIS AGREEMENT
MUST BE EXERCISED, OR BY WHICH ANY ACT REQUIRED HEREUNDER MUST BE PERFORMED, OR
BY WHICH THE CLOSING OCCUR, FALLS OR EXPIRES ON A DAY THAT IS NOT A BUSINESS
DAY, THEN SUCH DATE OR TIME PERIOD SHALL BE AUTOMATICALLY DEFERRED OR EXTENDED
UNTIL THE CLOSE OF BUSINESS ON THE NEXT BUSINESS DAY.
11.21
REGULATION S-X.
SELLER AGREES TO REQUEST THAT ITS
ACCOUNTANTS ASSIST PURCHASER, AT PURCHASER'S REQUEST AND SOLE COST AND EXPENSE
(WHICH COSTS AND EXPENSES PURCHASER COVENANTS TO PAY PROMPTLY WHEN DUE), BY
PROVIDING INFORMATION RELATING TO THE PROPERTY AND ITS OPERATION THAT MAY BE
REASONABLY NECESSARY FOR PURCHASER TO PRODUCE THE FINANCIAL STATEMENTS REQUIRED
UNDER RULE 3-14 OF REGULATION S-X OF THE U.S. SECURITIES LAWS.
PURCHASER AGREES
TO INDEMNIFY SELLER AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL
LIABILITY, DAMAGE, LOSS, COST OR EXPENSE (INCLUDING, WITHOUT LIMITATION,
REASONABLE ATTORNEYS' FEES AND EXPENSES ACTUALLY INCURRED) ARISING OUT OF THE
PREPARATION OR USE BY PURCHASER OF ANY SUCH INFORMATION PROVIDED BY SELLER OR
SELLER'S ACCOUNTANTS PURSUANT TO THIS SECTION (BUT EXCLUDING ANY LIABILITY,
DAMAGE, LOSS, COST OR EXPENSE ARISING OUT OF THE MERE DISCOVERY OF INFORMATION
BY PURCHASER).
11.22
TREASURY REGULATIONS.
FOR FEDERAL INCOME TAX
PURPOSES, THE PARTIES HERETO AGREE (I) TO TREAT THE CONTRIBUTION OF THE
TRANSFERRED INTERESTS (OTHER THAN STONERIDGE, RICHMOND AND RICHMOND ASSOCIATES
CORP.) TO NEWCO AS A TAXABLE SALE OF A 50% INTEREST IN THE PROPERTIES TO
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Purchaser followed by a contribution by Purchaser, SRH I and SRH II to Newco of
their respective interests in the Properties in accordance with Treasury
Regulation section 1.707-3(b) and Revenue Ruling 99-5, provided, however, if any
of the SRH Entities that are presently corporations are not converted into
limited liability companies on or prior to the Closing, the parties agree to
treat the contribution of the Transferred Interests (other than Stoneridge,
Richmond and Richmond Associates Corp.), in which any such unconverted SRH
Entity owns an interest, to Newco as a taxable sale of a 50% interest in such
Transferred Interests to Purchaser (such Transferred Interests being treated as
partnership interests for federal income tax purposes) followed by a
contribution by Purchaser, SRH I and SRH II to Newco of their respective
interests in the such Transferred Interests and the relevant unconverted SRH
Entities; (ii) to treat the purchase of a 49.9% interest in Stoneridge by
Purchaser as a taxable sale of a 49.9% interest in the Property owned by
Stoneridge to Purchaser and