OR HAVE
ANY LIABILITY THEREUNDER.
(C)
754 ELECTION.
THE PARTNERSHIP SHALL MAKE, AND SHALL CAUSE THE COMPANIES
TO MAKE, AN ELECTION UNDER SECTION 754 OF THE CODE IN CONNECTION WITH THE FILING
OF THE COMPANIES' FEDERAL INCOME TAX RETURN FOR THE TAXABLE PERIOD ENDING ON THE
CLOSING DATE.
(D)
PREPARATION OF RETURNS.
THE SELLERS SHALL BE RESPONSIBLE FOR PREPARING
AND FILING ALL INCOME, SALES AND USE TAX RETURNS FOR THE COMPANIES FOR ALL TAX
PERIODS ENDING ON OR PRIOR TO THE CLOSING DATE.
28
ARTICLE VI
ADDITIONAL AGREEMENTS
SECTION 6.1.
Access and Information.
(A)
FROM THE DATE HEREOF TO THE CLOSING, SELLERS SHALL, AND SHALL CAUSE EACH
COMPANY TO, AFFORD TO PURCHASER AND ITS OFFICERS, EMPLOYEES, ACCOUNTANTS,
CONSULTANTS, LEGAL COUNSEL, FINANCING SOURCES AND OTHER REPRESENTATIVES, UPON
REASONABLE PRIOR NOTICE, REASONABLE ACCESS DURING NORMAL BUSINESS HOURS TO
(I) THE MANAGEMENT AND KEY EMPLOYEES OF THE COMPANIES AND (II) THE BUSINESS,
PROPERTIES, CONTRACTS AND RECORDS OF THE COMPANIES AND ALL INFORMATION
CONCERNING ANY OF THE FOREGOING AND EMPLOYEES OF THE COMPANIES AS PURCHASER MAY
REASONABLY REQUEST TO CONDUCT SUCH EXAMINATION AND INVESTIGATION OF THE BUSINESS
AND BUSINESS ASSETS AS IS REASONABLY NECESSARY FOR THE PURPOSE OF CONSUMMATING
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING USING REASONABLE
EFFORTS TO PERMIT PURCHASER TO CONDUCT ANY REASONABLE ENVIRONMENTAL
INVESTIGATIONS AT THE LEASED REAL PROPERTY; PROVIDED THAT THAT:
(X) SUCH
EXAMINATION AND INVESTIGATION SHALL BE CONDUCTED AT TIMES AND IN A MANNER THAT
DOES NOT UNREASONABLY INTERFERE WITH THE OPERATION OF THE COMPANIES' RESPECTIVE
BUSINESSES, AND (Y) IF ANY SUCH EXAMINATION OR INVESTIGATION RESULTS IN DAMAGE
TO OR ALTERATION OF ANY LAND OR OTHER PREMISES, PURCHASER (AT PURCHASER'S
EXPENSE) SHALL RESTORE THE SAME TO SUBSTANTIALLY THE CONDITION AS EXISTED PRIOR
TO SUCH EXAMINATION OR INVESTIGATION.
(B)
UNTIL THE FIFTH ANNIVERSARY OF THE CLOSING, PURCHASER SHALL PERMIT SELLERS
AND THEIR AFFILIATES AND REPRESENTATIVES (COLLECTIVELY, THE "SELLER PARTIES") TO
HAVE REASONABLE ACCESS AND DUPLICATING RIGHTS DURING NORMAL BUSINESS HOURS, UPON
REASONABLE PRIOR NOTICE TO PURCHASER, TO THE BOOKS, RECORDS AND PERSONNEL
RELATING TO THE BUSINESS OF THE COMPANIES, TO THE EXTENT THAT SUCH ACCESS MAY BE
REASONABLY REQUIRED IN CONNECTION WITH (I) THE PREPARATION OF ANY SELLER'S TAX
RETURNS OR WITH ANY AUDIT THEREOF, (II) ANY SELLER PARTY'S FINANCIAL REPORTING
RELATED TO THE OPERATIONS OF THE COMPANIES PRIOR TO THE CLOSING, OR (III) ANY
SUIT, CLAIM, ACTION, PROCEEDING, INVESTIGATION OR REGULATORY FILING RELATING TO
THE OPERATION OF THE BUSINESS OF THE COMPANIES PRIOR TO THE CLOSING; PROVIDED
THAT ANY SUCH SELLER PARTIES SHALL REIMBURSE PURCHASER PROMPTLY FOR ALL
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY PURCHASER IN CONNECTION
WITH ANY SUCH REQUEST.
PURCHASER SHALL ATTEMPT IN GOOD FAITH TO MAINTAIN SUCH
BOOKS AND RECORDS IN AN EASILY ACCESSIBLE FORMAT AND AT ACCESSIBLE LOCATIONS.
(C)
FOLLOWING THE CLOSING, PURCHASER SHALL, AND SHALL CAUSE ITS AND ITS
AFFILIATES' EMPLOYEES TO, AT ANY SELLER'S REASONABLE REQUEST, COOPERATE WITH
SELLERS AS MAY BE REASONABLY REQUIRED IN CONNECTION WITH THE INVESTIGATION AND
DEFENSE OF ANY SUIT, CLAIM, ACTION, PROCEEDING OR INVESTIGATION RELATING