Common use of FINANCIAL ACCESS Clause in Contracts

FINANCIAL ACCESS. (a) Upon the demand of the Surviving Partnership, the General Partner will provide a signed representation letter substantially in the form of EXHIBIT "E" attached hereto. The General Partner and the Merged Partnership will provide access to the Surviving Partnership's representative to all financial and other information relating to the Merged Partnership and the Property as is sufficient to enable them to prepare audited and pro-forma financial statements, in conformity with Regulation S-X of the Securities and Exchange Commission (the "Commission") and any registration Statement, report or disclosure statement to be filed with the Commission. (b) Prior to the Effective Date the Surviving Partnership shall from time to time, promptly after request, supply to the Merged Partnership, and certify to the Merged Partnership the accuracy and completeness of, copies of any financial statements and records and other documents and information requested by the General Partner regarding the Surviving Partnership and HME which are available to the public. (c) The Parties hereto recognize that, at the Effective Date, the Merged Partnership will be treated for federal income tax purposes as having contributed all of its assets to the Surviving Partnership in exchange for the Consideration, which the Merged Partnership will be deemed to have distributed to its Partners in complete liquidation of the Merged Partnership. Consequently, the Merged Partnership will terminate for federal income tax purposes at the Effective Time. The Parties hereto shall prepare their tax returns for their respective taxable years which include the Effective Date consistent with that characterization of the transaction. The Surviving Partnership shall make available to the General Partner (and its representatives) promptly upon request, all financial and other information relating to the Merged Partnership which is necessary to permit the Merged Partnership to file its tax returns for its taxable year ended on the Effective Date.

FINANCIAL ACCESS. (a) Upon the demand of the Surviving Partnership, the General Partner will provide a signed representation letter substantially in the form of EXHIBIT "E" attached hereto. The General Partner and the Merged Partnership will provide access to the Surviving Partnership's representative to all financial and other information relating to the General Partnership, Merged Partnership and the Property as is sufficient to enable them to prepare audited and pro-forma financial statements, in conformity with Regulation S-X of the Securities and Exchange Commission (the "Commission") and any registration Statement, report or disclosure statement to be filed with the Commission. (b) Prior to the Effective Date the Surviving Partnership shall from time to time, promptly after request, supply to the Merged Partnership, and certify to the Merged Partnership the accuracy and completeness of, copies of any financial statements and records and other documents and information requested by the General Partner regarding the Surviving Partnership and HME which are available to the public. (c) The Parties hereto recognize that, at the Effective Date, the Merged Partnership will be treated for federal income tax purposes as having contributed all of its assets to the Surviving Partnership in exchange for the Consideration, which the Merged Partnership will be deemed to have distributed to its Partners in complete liquidation of the Merged Partnership. Upon the Contribution of the General PartnershipInterest by Quinn to the Survivixx Xxrtnership, the General Partnership will terminate for federal income tax purposes. Consequently, the Merged Partnership and the General Partnership will terminate for federal income tax purposes at the Effective Time. The Parties hereto shall prepare their tax returns for their respective taxable years which include the Effective Date consistent with that characterization of the transaction. The Surviving Partnership shall make available to the General Partner (and its representatives) promptly upon request, all financial and other information relating to the Merged Partnership and the General Partnership which is necessary to permit each of the Merged Partnership and the General Partnership to file its tax returns for its taxable year ended on the Effective Date.