AND FILING OF ALL FORMS,
NOTIFICATIONS, REPORTS AND INFORMATION, IF ANY, REQUIRED OR REASONABLY DEEMED
ADVISABLE PURSUANT TO ANY REQUIREMENT OF LAW IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
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6.5
TAX.
(A)
THE SELLERS AND THE PURCHASERS AGREE THAT UPON THE CLOSING EACH
PARTNERSHIP WILL ADOPT THE "CLOSING OF THE BOOKS" METHOD OF INCOME ALLOCATION AS
PRESCRIBED IN TREASURY REGULATION SECTION 1.706-1(C)(2) FOR PURPOSES OF
ALLOCATING INCOME, GAIN, LOSS, DEDUCTIONS AND CREDITS BETWEEN THE SELLERS AND
THE PURCHASERS FOR THE YEAR OF SALE.
(B)
SELLERS AND PURCHASERS HEREBY AGREE TO CAUSE EACH PARTNERSHIP TO
MAKE AN INTERNAL REVENUE CODE SECTION 754 ELECTION IN RESPECT OF EACH SALE AND
PURCHASE OF THE PURCHASER PARTNERSHIP INTERESTS.
EACH PURCHASER HEREBY
COVENANTS TO KEEP SUCH SECTION 754 ELECTION IN EFFECT FOR ANY TAXABLE PERIOD
THAT ANY OBLIGATIONS UNDER THE NOTES REMAIN OUTSTANDING.
ARTICLE VII
INDEMNIFICATION
7.1
SURVIVAL.
THE REPRESENTATIONS, WARRANTIES, AGREEMENTS, COVENANTS
AND OBLIGATIONS OF THE PURCHASERS AND THE SELLERS CONTAINED IN THIS AGREEMENT,
THE SCHEDULES AND EXHIBITS HERETO, AND ANY CERTIFICATE, DOCUMENTS OR STATEMENT
DELIVERED TO THE OTHER PARTIES PURSUANT HERETO, SHALL SURVIVE FOR A PERIOD OF
THREE (3) YEARS FOLLOWING THE CLOSING AND NOT BE AFFECTED IN ANY RESPECT BY THE
CLOSING, ANY INVESTIGATIONS CONDUCTED BY ANY PARTIES OR ANY KNOWLEDGE OF ANY
PARTY; PROVIDED, THAT THE SURVIVAL OF THE REPRESENTATIONS AND WARRANTIES OF EACH
SELLER IN SECTION 4.6 HEREOF SHALL NOT BE LIMITED.
7.2
INDEMNIFICATION.
(A)
THE FOX PACIFIC PARTIES, ON THE ONE HAND, AND THE PACIFIC
PURCHASER, ON THE OTHER HAND (EACH, AN "PACIFIC INDEMNIFYING PARTY"), SHALL
INDEMNIFY THE OTHERS AND THEIR RESPECTIVE OFFICERS, MEMBERS AND AFFILIATES
(EACH, AN "PACIFIC INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL LOSSES,
DAMAGES, LIABILITIES, CLAIMS, CHARGES, ACTIONS, PROCEEDINGS, DEMANDS, JUDGMENTS,
DEFICIENCIES, SETTLEMENT COSTS AND EXPENSES OF ANY NATURE WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, REASONABLE ATTORNEYS FEES AND EXPENSES BUT NET OF ANY
INSURANCE PROCEEDS AND TAX BENEFITS RECEIVED IN CONNECTION WITH SUCH
INDEMNIFICATION CLAIM BY SUCH INDEMNIFIED PARTY) (COLLECTIVELY, "LOSSES")
DIRECTLY OR INDIRECTLY INCURRED BY A PACIFIC INDEMNIFIED PARTY AND RESULTING
FROM (I) THE INACCURACY, IN ANY MATERIAL RESPECT, OF ANY REPRESENTATION OR
WARRANTY OF A PACIFIC INDEMNIFYING PARTY OR (II) ANY BREACH OF OR FAILURE TO
PERFORM BY A PACIFIC INDEMNIFYING PARTY ANY AGREEMENT, COVENANT OR OBLIGATION
CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT AND ALL CLAIMS, CHARGES, ACTIONS
OR PROCEEDINGS INCIDENT TO OR ARISING OUT OF THE FOREGOING.
(B)
THE FOX CHICAGO PARTIES, ON THE ONE HAND, AND THE CHICAGO
PURCHASER, ON THE OTHER HAND (EACH, AN "CHICAGO INDEMNIFYING PARTY" AND,
COLLECTIVELY WITH THE PACIFIC INDEMNIFYING PARTIES, THE "INDEMNIFYING PARTIES"),
SHALL INDEMNIFY THE OTHERS AND THEIR RESPECTIVE OFFICERS, MEMBERS AND AFFILIATES
(EACH, AN "CHICAGO INDEMNIFIED PARTY" AND, COLLECTIVELY WITH THE PACIFIC
INDEMNIFYING PARTIES, THE "INDEMNIFIED PARTIES") FROM AND
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against any and all Losses directly or indirectly incurred by a Chicago
Indemnified Party and resulting from (i) the inaccuracy, in any material
respect, of any representation or warranty of a Chicago Indemnifying Party or
(ii) any