HEREUNDER SHALL BE IN WRITING AND SHALL BE
DEEMED GIVEN OR DELIVERED WHEN DELIVERED PERSONALLY OR WHEN ACTUALLY RECEIVED
WHEN SENT BY REGISTERED OR CERTIFIED MAIL OR BY PRIVATE COURIER ADDRESSED AS
FOLLOWS:
If to Buyer or Guarantor, to:
American Multi-Cinema, Inc.
920 Main Street,
Kansas City, Missouri 64105
Attention:
General Counsel and Chief Financial Officer
Facsimile:
816-480-4700
with a copy to:
O'Melveny & Myers LLP
Times Square Tower
7 Times Square
New York, New York 10036
Attention: John Scott and Douglas A. Ryder
Facsimile: 212-326-2061
67
If to Parent, Seller or the Company, to:
Kerasotes ShowPlace Theatres, LLC
224 N. Des Plaines, Suite 200
Chicago, Illinois 60661-1134
Attention: Anthony Kerasotes
Facsimile:
312-258-9943
with a copy to:
Sidley Austin LLP
One South Dearborn
Chicago, Illinois 60603
Attention: Chris E. Abbinante
Facsimile:
312-853-7036
or to such other address as such party may indicate by a notice delivered to the
other party hereto.
SECTION 12.4
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS; PROVIDED, HOWEVER, THAT NO PARTY TO
THIS AGREEMENT MAY ASSIGN ITS RIGHTS PRIOR TO THE CLOSING OR DELEGATE ITS
OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF
THE OTHER PARTIES TO THIS AGREEMENT.
FOLLOWING THE CLOSING, ANY PARTY MAY
ASSIGN ANY OF ITS RIGHTS HEREUNDER, BUT NO SUCH ASSIGNMENT SHALL RELIEVE IT OF
ITS OBLIGATIONS HEREUNDER.
SECTION 12.5
ACCESS TO RECORDS AFTER CLOSING.
FOR A
PERIOD OF SIX (6) YEARS AFTER THE CLOSING DATE, SELLER AND ITS REPRESENTATIVES,
ON THE ONE HAND, AND BUYER AND ITS AFFILIATES ON THE OTHER HAND, SHALL HAVE
REASONABLE ACCESS TO ALL OF THE BOOKS AND RECORDS OF THE COMPANY AND THE
SUBSIDIARIES IN THE POSSESSION OF THE OTHER PARTY (INCLUDING THOSE BOOKS AND
RECORDS OF THE COMPANY PRIMARILY RELATED TO THE RETAINED ASSETS AND THE RETAINED
LIABILITIES TO THE EXTENT SUCH RETAINED BOOKS AND RECORDS RELATE TO ANY OF THE
THEATRES, PROPERTIES, ASSETS OR LIABILITIES TRANSFERRED TO BUYER AT CLOSING) TO
THE EXTENT THAT SUCH ACCESS MAY REASONABLY BE REQUIRED BY SELLER OR BUYER, AS
APPLICABLE, INCLUDING IN CONNECTION WITH ANY PROCEEDING BEFORE ANY GOVERNMENTAL
BODY OR WITH RESPECT TO TAXES, IN EACH CASE TO THE EXTENT RELATED TO THE
OPERATIONS OF THE COMPANY AND THE SUBSIDIARIES ON OR PRIOR TO THE CLOSING DATE.
SUCH ACCESS SHALL BE AFFORDED BY BUYER OR SELLER, AS APPLICABLE, UPON RECEIPT OF
REASONABLE ADVANCE NOTICE AND DURING NORMAL BUSINESS HOURS.
BUYER OR SELLER, AS
APPLICABLE, SHALL BE SOLELY RESPONSIBLE FOR ANY COSTS OR EXPENSES INCURRED BY IT
PURSUANT TO THIS SECTION 12.5.
IF SELLER, ON THE ONE HAND, OR BUYER OR THE
COMPANY ON THE OTHER HAND, SHALL DESIRE TO DISPOSE OF ANY OF SUCH BOOKS AND
RECORDS PRIOR TO THE EXPIRATION OF SUCH 6-YEAR PERIOD, SUCH PARTY SHALL, PRIOR
TO SUCH DISPOSITION, GIVE THE OTHER PARTY A REASONABLE OPPORTUNITY, AT SUCH
OTHER PARTY'S EXPENSE, TO SEGREGATE AND REMOVE SUCH BOOKS AND RECORDS AS SUCH
OTHER