8-K Requirements. Upon Purchaser’s request, for a period of two (2) years after Closing, Seller shall make its records (financial or otherwise) maintained in connection with the ownership and operation of Seller’s interest in the Project (collectively, the “Records”) available to the REIT for inspection, copying and audit by the REIT’s designated accountants, and at the REIT’s expense. Seller (and the LP Unit Recipients) shall provide the REIT, but without third-party expense to Seller, with copies of, or access to, such factual information as may be reasonably requested by the REIT, and in the possession or control of Seller (and the LP Unit Recipients), to enable the REIT to file Form 8-K, if, as and when such filing may be required by the Securities and Exchange Commission (“SEC”). Without limitation of the foregoing, (i) the REIT or its designated independent or other accountants may audit the Seller’s operating statements for the Project, and Seller shall supply such documentation in its possession or control as the REIT or its accountants may reasonably request in order to complete such audit, and Seller shall execute the form of audit letter contained in Exhibit E and (ii) Seller shall furnish the REIT with such financial and other information as may be reasonably required by the REIT or its assigns to make any required filings with the SEC or any other governmental authority.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Pacific Office Properties Trust, Inc.), Membership Interest Purchase Agreement (Pacific Office Properties Trust, Inc.), Membership Interest Purchase Agreement (Pacific Office Properties Trust, Inc.)
8-K Requirements. Upon PurchaserAcquiror’s request, for a period of two (2) years after Closing, Seller Contributor shall make its records (financial or otherwise) maintained in connection with the ownership and operation of SellerContributor’s interest in the Project Property (collectively, the “Records”) available to the REIT for inspection, copying and audit by the REIT’s designated accountants, and at the REIT’s expense. Seller Contributor (and the LP Unit Recipients) shall provide the REIT, but without third-party expense to SellerContributor (and the LP Unit Recipients), with copies of, or access to, such factual information as may be reasonably requested by the REIT, and in the possession or control of Seller Contributor (and the LP Unit Recipients), to enable the REIT to file Form 8-K, if, as and when such filing may be required by the Securities and Exchange Commission (“SEC”). Without limitation of the foregoing, (i) the REIT or its designated independent or other accountants may audit the SellerContributor’s operating statements for the ProjectProperty, and Seller Contributor (and the LP Unit Recipients) shall supply such documentation in its possession or control as the REIT or its accountants may reasonably request in order to complete such audit, and Seller Contributor shall execute the form of an audit letter contained in Exhibit E setting forth the appropriate opinion, and (ii) Seller Contributor (and the LP Unit Recipients) shall furnish the REIT with such financial and other information as may be reasonably required by the REIT or its assigns to make any required filings with the SEC or any other governmental authority.
Appears in 3 contracts
Samples: Contribution Agreement (American Housing Income Trust, Inc.), Contribution Agreement (American Housing Income Trust, Inc.), Contribution Agreement (American Housing Income Trust, Inc.)
