OF THE PROPERTY (INCLUDING THE RIGHT TO COPY THE SAME AT THE
EXPENSE OF THE PARTY
58
DESIRING THE COPY) FOR PURPOSES OF ASCERTAINING POST-CLOSING ADJUSTMENTS, TAX
EXAMINATIONS OR AUDITS, OR OTHER SIMILAR PURPOSES.
SECTION 17.16
COOPERATION.
(A)
PURCHASER ACKNOWLEDGES THAT SELLER AND/OR ANY ONE OR MORE OF ITS
AFFILIATES MAY BE REQUIRED BY THE SECURITIES AND EXCHANGE COMMISSION TO FILE
AUDITED FINANCIAL STATEMENTS FOR ONE TO THREE YEARS AFTER CLOSING WITH REGARD TO
THE PROPERTY.
AT NO COST OR LIABILITY TO PURCHASER, AFTER CLOSING, PURCHASER
SHALL, AND SHALL CAUSE EACH PROPERTY OWNER, TO REASONABLY COOPERATE WITH SELLER
AND/OR ITS AFFILIATE, ITS COUNSEL, ACCOUNTANTS, AGENTS AND REPRESENTATIVES, TO
PROVIDE THEM WITH REASONABLE ACCESS TO PURCHASER'S AND PROPERTY OWNER'S BOOKS
AND RECORDS WITH RESPECT TO THE OWNERSHIP, MANAGEMENT, MAINTENANCE AND OPERATION
OF THE PROPERTY FOR THE APPLICABLE PERIOD, AND PERMIT THEM TO COPY SAME.
SELLER
OR ITS AFFILIATE AGREES TO DELIVER TO PURCHASER A COMMERCIALLY REASONABLE
CONFIDENTIALITY AGREEMENT IN CONNECTION WITH THE FOREGOING PRIOR TO ANY SUCH
ACCESS OR COPYING.
(B)(I)
SELLER AND ONLY SELLER SHALL PREPARE AND FILE, OR CAUSE TO BE
PREPARED AND FILED, ALL TAX RETURNS AND REPORTS THAT ARE REQUIRED TO BE FILED BY
OR WITH RESPECT TO EACH PROPERTY OWNER ENTITY FOR ALL TAX PERIODS ENDING ON OR
PRIOR TO THE CLOSING DATE AND ANY AMENDED TAX RETURN OR REPORT FOR ANY SUCH TAX
PERIOD (ANY SUCH TAX RETURN OR REPORT OR AMENDED TAX RETURN OR REPORT, A
"PRE-CLOSING TAX RETURN").
UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW OR
CONTRARY TO THE REASONABLE ADVICE OF SELLER'S TAX COUNSEL OR ACCOUNTANTS, ANY
PRE-CLOSING TAX RETURN SHALL BE PREPARED ON A BASIS CONSISTENT WITH PAST
PRACTICE.
SELLER SHALL DELIVER, OR CAUSE TO BE DELIVERED (THE DATE OF SUCH
DELIVERY, THE "DELIVERY DATE"), A COPY OF EACH SUCH PRE-CLOSING TAX RETURN TO
THE PURCHASER FOR THE PURCHASER'S REVIEW.
THE PURCHASER SHALL HAVE UNTIL
MIDNIGHT ON THE TENTH (10TH) DAY FOLLOWING THE DELIVERY DATE OF A PRE-CLOSING
TAX RETURN TO DELIVER TO THE SELLER ANY PROPOSED REVISIONS THAT IT MAY HAVE TO
SUCH RETURN, WHICH PROPOSED REVISIONS SHALL BE IN WRITING AND SHALL BE SET FORTH
IN REASONABLE DETAIL.
SELLER MAY INCORPORATE (OR CAUSE TO BE INCORPORATED) ANY
ONE OR MORE OF SUCH PROPOSED REVISIONS BUT SHALL BE REQUIRED TO INCORPORATE (OR
CAUSE TO BE INCORPORATED) ONLY THOSE PROPOSED REVISIONS: (I) WHICH ARE NOT
INCONSISTENT WITH THE PAST PRACTICE IN FILING SUCH RETURN, EXCEPT IF OTHERWISE
REQUIRED BY APPLICABLE LAW OR CONTRARY TO THE REASONABLE ADVICE OF SELLER'S TAX
COUNSEL OR ACCOUNTANTS; (II) IN THE CASE OF ANY FEDERAL INCOME TAX RETURN, WHICH
HAS "SUBSTANTIAL AUTHORITY" (WITHIN THE MEANING OF TREASURY REGULATIONS
SECTION 1.6662-4(D)(1)) AND WHICH WOULD REPLACE A POSITION FOR WHICH THERE IS NO
"SUBSTANTIAL AUTHORITY" (WITHIN THE MEANING OF TREASURY REGULATIONS
SECTION 1.6662-4(D)(1)); AND (III) IN THE CASE OF ANY OTHER PRE-CLOSING TAX
RETURN, WHICH ARE CORRECT UNDER APPLICABLE LAW AND WHICH WOULD REPLACE A
POSITION WHICH IS CLEARLY ERRONEOUS; PROVIDED, HOWEVER, THAT, NOTWITHSTANDING
ANYTHING HEREIN TO THE