REPRESENTATIONS AND WARRANTIES THAT SELLER
HAS GOOD AND VALID LEASEHOLD TITLE TO THE LEASED REAL PROPERTY, THAT EACH
FACILITY HAS RECEIVED ALL REQUIRED APPROVALS OF GOVERNMENTAL BODIES, AND
REGARDING THE SUITABILITY OF THE LEASED REAL PROPERTY AND CUSTOMARY ESTOPPEL
PROVISIONS.
THE PARTIES ACKNOWLEDGE THAT SUCH TERMS HAVE BEEN AGREED TO
PURSUANT TO A LETTER AGREEMENT BETWEEN PURCHASER AND BAMBER, LLC, DATED AS OF
THE DATE OF THIS AGREEMENT.
(B)
PURCHASER AND SELLER AND THE AFFILIATES OF SELLER WHO CONTROL
BARRINGTON, INC. SHALL ARRIVE AT AN AGREEMENT WITH THE MATERIAL TERMS SET FORTH
IN EXHIBIT I DESIGNED TO PROVIDE PURCHASER WITH CONTINUED ACCESS TO SUCH
PRODUCTS CONSISTENT WITH PAST PRACTICE (THE "BARRINGTON/LA SAX AGREEMENT").
(C)
AT OR PRIOR TO CLOSING, SELLER SHALL PAY AND PERFORM ALL
LIABILITIES AND OBLIGATIONS AS AND WHEN DUE UNDER THE LASALLE EQUIPMENT LEASE,
INCLUDING PAYMENT OF THE PURCHASE OPTION, SO AS TO
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CAUSE THE SELLER TO BE THE OWNER OF ALL PROPERTY SUBJECT TO SUCH LEASE AND SUCH
ASSETS TO BECOME TRANSFERRED ASSETS HEREUNDER.
SELLER ESTIMATES THE PAYOFF
AMOUNT AS OF JANUARY 31, 2007 TO BE $2,718,343.
10.3
CERTAIN TAX MATTERS.
THE PARTIES AGREE THAT INASMUCH AS THE
TRANSFERRED ASSETS INCLUDE SUBSTANTIALLY ALL THE OPERATING ASSETS OF SELLER, THE
SALE AND PURCHASE OF THE TRANSFERRED ASSETS MAY BE EXEMPT FROM SALES AND USE
TAXES IN THE JURISDICTIONS IN WHICH THE TRANSFERRED ASSETS ARE LOCATED PURSUANT
TO THE BULK SALE, OCCASIONAL SALE, OR SALE FOR RESALE PROVISIONS IN THE
APPLICABLE LEGAL REQUIREMENTS, AND THE PARTIES HERETO SHALL TREAT THE TRANSFER
OF THE TRANSFERRED ASSETS PROVIDED FOR HEREIN AS A BULK, OCCASIONAL SALE, OR
SALE FOR RESALE FOR ALL PURPOSES; PROVIDED, HOWEVER, THAT TO THE EXTENT IT SHALL
BE DETERMINED AFTER THE DATE OF THE AGREEMENT THAT THE SALE BY SELLER, AND THE
PURCHASE BY PURCHASER, OF ALL OR ANY PORTION OF THE TRANSFERRED ASSETS IS
SUBJECT TO A SALE, USE OR OTHER TRANSFER TAX, THEN SUCH TAX (AND ANY PENALTIES
AND INTEREST) SHALL BE PAID BY SELLER.
THE PARTIES SHALL COOPERATE WITH EACH
OTHER IN THE PREPARATION, EXECUTION AND FILING OF EXEMPTION CERTIFICATES OR ANY
TAX RETURNS THAT MAY BE REQUIRED IN CONNECTION WITH SUCH TAXES AND ANY RELATED
FILING FEES, NOTARIAL FEES AND OTHER COSTS.
10.4
ACCESS TO BOOKS, RECORDS, ETC.; FURTHER ACTION.
(A)
EACH PARTY AGREES THAT, AFTER THE CLOSING, IT WILL COOPERATE WITH
AND MAKE AVAILABLE TO THE OTHER PARTIES, DURING NORMAL BUSINESS HOURS AND UPON
REASONABLE NOTICE, ALL BOOKS AND RECORDS, AND OTHER INFORMATION RETAINED AND
REMAINING IN EXISTENCE AFTER THE CLOSING DATE WITH RESPECT TO THE TRANSFERRED
ASSETS OR THE ASSUMED LIABILITIES THAT ARE NECESSARY OR USEFUL IN CONNECTION
WITH ANY USE OF THE TRANSFERRED ASSETS OR THE OPERATION OF THE BUSINESS BY
PURCHASER AFTER THE CLOSING. SELLER AGREES THAT IT SHALL PRESERVE AND KEEP ALL
SUCH BOOKS AND RECORDS OF SELLER RETAINED BY IT FOR A PERIOD OF AT LEAST
THREE (3) YEARS FROM THE CLOSING DATE.
AFTER SUCH THREE (3) YEAR PERIOD, SELLER
MAY DISPOSE OF SUCH BOOKS