of the
transactions contemplated in this Agreement will not cause Purchaser to be
disqualified as such an owner or operator.
To the extent required by the
applicable Law, as of the Closing, Purchaser will have lease bonds, area-wide
bonds or any other surety bonds as may be required by, and in accordance with,
such state or federal regulations governing the ownership and operation of the
Assets.
ARTICLE 7
COVENANTS OF THE PARTIES
SECTION 7.1
ACCESS.
(A)
FROM THE DATE OF THIS AGREEMENT UNTIL THE CLOSING, SELLER SHALL
COOPERATE WITH PURCHASER AND PROVIDE PURCHASER AND ITS REPRESENTATIVES,
CONSULTANTS AND ADVISORS, REASONABLE ACCESS TO THE ASSETS AND ACCESS TO THE
RECORDS, BUT ONLY TO THE EXTENT THAT SELLER MAY DO SO WITHOUT VIOLATING ANY
OBLIGATIONS TO ANY THIRD PARTY AND TO THE EXTENT THAT SELLER HAS AUTHORITY TO
GRANT SUCH ACCESS WITHOUT BREACHING ANY RESTRICTION LEGALLY BINDING ON SELLER.
PURCHASER SHALL CONDUCT ALL SUCH INSPECTIONS AND OTHER INFORMATION GATHERING
DESCRIBED ABOVE ONLY (I) (X) DURING
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REGULAR BUSINESS HOURS AND (Y) DURING ANY WEEKENDS AND AFTER HOURS REQUESTED BY
PURCHASER THAT CAN BE REASONABLY ACCOMMODATED BY SELLER, AND (II) IN A MANNER
WHICH WILL NOT UNDULY INTERFERE WITH SELLER'S OPERATION OF THE ASSETS.
ALL
INFORMATION OBTAINED BY PURCHASER AND ITS REPRESENTATIVES PURSUANT TO THIS
SECTION 7.1 SHALL BE SUBJECT TO THE TERMS OF THAT CERTAIN CONFIDENTIALITY
AGREEMENT DATED DECEMBER 7, 2006 (THE "CONFIDENTIALITY AGREEMENT"), BY AND
BETWEEN APC AND PURCHASER.
(B)
SELLER SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO PREPARE,
AT THE SOLE COST AND EXPENSE OF PURCHASER, EITHER (I) IF RELIEF IS GRANTED BY
THE U.S. SECURITIES AND EXCHANGE COMMISSION, STATEMENTS OF REVENUES AND DIRECT
OPERATING EXPENSES AND ALL NOTES THERETO RELATED TO THE ASSETS OR (II) IF SUCH
RELIEF IS NOT GRANTED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, THE
FINANCIAL STATEMENTS REQUIRED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION
(SUCH FINANCIAL STATEMENTS SET FORTH IN THE FOREGOING CLAUSES (I) AND (II), AS
APPLICABLE, THE "STATEMENTS OF REVENUES AND EXPENSES") IN EACH CASE OF CLAUSES
(I) AND (II), THAT WILL BE REQUIRED OF PURCHASER OR ANY OF ITS AFFILIATES IN
CONNECTION WITH REPORTS, REGISTRATION STATEMENTS AND OTHER FILINGS TO BE MADE BY
PURCHASER OR ANY OF ITS AFFILIATES RELATED TO THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE
SECURITIES ACT, OR THE EXCHANGE ACT, IN SUCH FORM THAT SUCH STATEMENTS AND THE
NOTES THERETO CAN BE AUDITED.
SELLER (X) SHALL COOPERATE WITH AND PERMIT
PURCHASER TO REASONABLY PARTICIPATE IN THE PREPARATION OF THE STATEMENTS OF
REVENUES AND EXPENSES AND (Y) SHALL PROVIDE PURCHASER AND ITS REPRESENTATIVES
WITH REASONABLE ACCESS TO THE PERSONNEL OF SELLER AND ITS AFFILIATES WHO ENGAGE
IN THE PREPARATION OF THE STATEMENTS OF REVENUES AND EXPENSES.
(C)
PROMPTLY AFTER THE DATE OF THIS AGREEMENT, SELLER SHALL ENGAGE
KPMG, LLP TO PERFORM AN AUDIT OF THE STATEMENTS OF REVENUES AND EXPENSES AND
SHALL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE KPMG, LLP TO ISSUE
UNQUALIFIED OPINIONS WITH RESPECT TO STATEMENTS