(A) SOLICIT, INITIATE, OR ENCOURAGE THE SUBMISSION OF ANY
PROPOSAL OR OFFER FROM ANY PERSON RELATING TO, OR ENTER INTO ANY TRANSACTION
RELATING TO, THE ACQUISITION OF ALL OR PART OF THE PROPERTY OR (B) PARTICIPATE
IN ANY DISCUSSIONS OR NEGOTIATIONS REGARDING, FURNISH ANY INFORMATION WITH
RESPECT TO, ASSIST OR PARTICIPATE IN, OR FACILITATE IN ANY OTHER MANNER, ANY
EFFORT OR ATTEMPT BY ANY PERSON TO DO OR SEEK ANY OF THE FOREGOING.
7.09
PUBLIC ANNOUNCEMENTS.
FROM THE EFFECTIVE DATE
AND CONTINUING AFTER THE CLOSING DATE, SELLER AND PURCHASER SHALL NOT ISSUE OR
MAKE ANY REPORTS, STATEMENTS OR RELEASES OR OTHER COMMUNICATIONS TO THE PUBLIC
WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT
THE PRIOR WRITTEN CONSENT OF THE OTHER, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED; PROVIDED, THAT ANY DISCLOSURE REQUIRED TO BE MADE UNDER
APPLICABLE LAW OR APPLICABLE RULES OF A NATIONAL SECURITIES EXCHANGE MAY BE MADE
ONLY IF A PARTY REQUIRED TO MAKE SUCH DISCLOSURE HAS DETERMINED IN GOOD FAITH
THAT IT IS NECESSARY TO DO SO AND HAS USED BEST EFFORTS, PRIOR TO THE ISSUANCE
OF THE DISCLOSURE, TO PROVIDE THE OTHER PARTY WITH A COPY OF THE PROPOSED
DISCLOSURE AND TO DISCUSS THE PROPOSED DISCLOSURE WITH THE OTHER PARTY.
7.10
FURTHER ASSURANCES.
FROM AND AFTER THE CLOSING
DATE, EACH OF THE PARTIES HERETO SHALL EXECUTE SUCH FURTHER CONVEYANCING
INSTRUMENTS, AND SUCH OTHER DOCUMENTS, INSTRUMENTS OF
36
TRANSFER OR ASSIGNMENT (INCLUDING A REAL ESTATE EXCISE TAX AFFIDAVIT) AND DO
SUCH OTHER THINGS AS MAY BE REASONABLY REQUIRED OR DESIRABLE TO CARRY OUT THE
INTENT OF THE PARTIES HEREUNDER AND THE PROVISIONS OF THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY.
7.11
ALLOCATIONS.
FROM AND AFTER THE CLOSING DATE,
NEITHER SELLER NOR PURCHASER
SHALL FILE ANY RETURN OR TAKE ANY POSITION WITH
ANY TAXING AUTHORITY THAT IS INCONSISTENT WITH THE ALLOCATION SET FORTH IN
SECTION 3.07 OF THE DISCLOSURE SCHEDULE ATTACHED HERETO.
7.12
RECORDING.
FROM THE EFFECTIVE DATE AND
CONTINUING AFTER THE CLOSING DATE, NEITHER PURCHASER NOR SELLER SHALL RECORD
THIS AGREEMENT OR ANY MEMORANDUM HEREOF.
7.13
RETENTION OF OBLIGATIONS.
FROM THE EFFECTIVE
DATE UNTIL THE CLOSING DATE, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, SELLER HEREBY EXPRESSLY RETAINS RESPONSIBILITY FOR, AND IN NO EVENT
SHALL PURCHASER OR ANY TRANSFEREE AFFILIATES ASSUME ANY LIABILITY OR HAVE ANY
OBLIGATION FOR, ANY OBLIGATION WHICH WOULD RESULT IN THE PURCHASE PRICE NOT
BEING A "FIXED AMOUNT" DETERMINED AS OF THE CLOSING DATE WITHIN THE MEANING OF
SECTION 514(C)(9)(B)(I) OF THE CODE (A "CONTINGENT OBLIGATION").
IN THE EVENT
THAT PURCHASER DETERMINES AT ANY TIME PRIOR TO THE CLOSING THAT ANY OBLIGATION
IT WOULD OTHERWISE ASSUME OR BE SUBJECT TO UPON CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT WOULD CONSTITUTE A CONTINGENT OBLIGATION, THEN IT
SHALL GIVE PROMPT WRITTEN NOTICE TO SELLER IDENTIFYING IN REASONABLE DETAIL THE
NATURE OF THE CONTINGENT OBLIGATION.
PURCHASER AND SELLER SHALL JOINTLY USE
THEIR COMMERCIALLY REASONABLE EFFORTS TO TERMINATE THE CONTINGENT OBLIGATION OR
TO REFORM THE CONTINGENT OBLIGATION.
IF PURCHASER