Common use of Audit by Purchaser Clause in Contracts

Audit by Purchaser. Purchaser has advised Seller that Purchaser must cause to be prepared up to three (3) years of audited financial statements and the interim period between from January 1, 2007 through Closing in respect of the Property in compliance with the policies of Purchaser and certain laws and regulations, including, without limitation, Securities and Exchange Commission Regulation S-X, Rule 3-14. Seller agrees to use reasonable efforts to cooperate with Purchaser’s auditors in the preparation of such audited financial statements (it being understood and agreed that the foregoing covenant shall survive the Closing). Without limiting the generality of the preceding sentence (a) Seller shall, during normal business hours, allow Purchaser’s auditors reasonable access to such books and records maintained by Seller, the Property Manager and the Property LLCs (and any other manager of the Property) in respect of the Property as necessary to prepare such audited financial statements; (b) Seller shall use reasonable efforts to provide to Purchaser such financial information and supporting documentation as are necessary for Purchaser’s auditors to prepare audited financial statements; (c) if Purchaser or its auditors require any information that is in the possession of the party from which Seller purchased all or a portion of the Property, Seller shall contact such prior owner of the Property and use commercially reasonable efforts to obtain from such party the information requested by Purchaser; (d) Seller will make available for interview by Purchaser and Purchaser’s auditors, the manager of the Property or other agents or representatives of Seller responsible for the day-to-day operation of the Property and the keeping of the books and records in respect of the operation of the Property; and (e) if Seller has audited financial statements with respect to the Property, Seller shall promptly provide Purchaser’s auditors with a copy of such audited financial statements. If after the Closing Date Seller obtains an audited financial statement in respect of the Property for a fiscal period prior to the Closing Date that was not completed as of the Closing Date, then Seller shall promptly provide Purchaser with a copy of such audited financial statement. The foregoing covenants shall survive Closing.

Audit by Purchaser. Purchaser has advised Seller that Purchaser must cause to be prepared up to three (3) years of audited financial statements and the interim period between from January 1, 2007 2006 through Closing in respect of the Property in compliance with the policies of Purchaser and certain laws and regulations, including, without limitation, Securities and Exchange Commission Regulation S-X, Rule 3-14. Seller agrees to use reasonable efforts to cooperate with Purchaser’s auditors in the preparation of such audited financial statements (it being understood and agreed that the foregoing covenant shall survive the Closing). Without limiting the generality of the preceding sentence (a) Seller shall, during normal business hours, allow Purchaser’s auditors reasonable access to such books and records maintained by Seller, the Property Manager and the Property LLCs Riverside LLC (and any other manager of the Property) in respect of the Property as necessary to prepare such audited financial statements; (b) Seller shall use reasonable efforts to provide to Purchaser such financial information and supporting documentation as are necessary for Purchaser’s auditors to prepare audited financial statements; (c) if Purchaser or its auditors require any information that is in the possession of the party from which Seller purchased all or a portion of the Property, Seller shall contact such prior owner of the Property and use commercially reasonable efforts to obtain from such party the information requested by Purchaser; (d) Seller will make available for interview by Purchaser and Purchaser’s auditors, the manager of the Property or other agents or representatives of Seller responsible for the day-to-day operation of the Property and the keeping of the books and records in respect of the operation of the Property; and (e) if Seller has audited financial statements with respect to the Property, Seller shall promptly provide Purchaser’s auditors with a copy of such audited financial statements. If after the Closing Date Seller obtains an audited financial statement in respect of the Property for a fiscal period prior to the Closing Date that was not completed as of the Closing Date, then Seller shall promptly provide Purchaser with a copy of such audited financial statement. The foregoing covenants shall survive Closing.

Audit by Purchaser. Purchaser has advised Seller that Purchaser must cause to be prepared up to three (3) years of audited financial statements and the interim period between from January 1, 2007 through Closing in respect of the Property in compliance with the policies of Purchaser and certain laws and regulations, including, without limitation, Securities and Exchange Commission Regulation S-X, Rule 3-14. Prior to Closing and for a period of ninety (90) days after Closing, Seller agrees to use reasonable efforts to cooperate with Purchaser’s 's auditors in the preparation of such audited financial statements (it being understood and agreed that the foregoing covenant shall survive the Closing)statements. Without limiting the generality of the preceding sentence (ai) Seller shall, during normal business hours, allow Purchaser’s 's auditors reasonable access to such books and records maintained on-site by Seller and in the possession of Seller, the Property Manager and the Property LLCs (and any other 's manager of the Property) Property in respect of the Property as necessary to prepare such audited financial statements; (bii) Seller shall use reasonable efforts to provide to Purchaser such financial information and supporting documentation as are commercially reasonably necessary for Purchaser’s 's auditors to prepare audited financial statements; (c) if Purchaser or its auditors require any information that is in the possession of the party from which Seller purchased all or a portion of the Property, Seller shall contact such prior owner of the Property and use commercially reasonable efforts to obtain from such party the information requested by Purchaser; (diii) Seller will make available for interview by Purchaser and Purchaser’s auditors, 's auditors the manager of the Property or other agents or representatives of Seller responsible for the day-to-day operation of the Property and the keeping of the books and records in respect of the operation of the Property; and (eiv) if Seller has audited financial statements with respect to the Property, Seller shall promptly provide Purchaser’s 's auditors with a copy of such audited financial statements. If Seller shall have no obligations under this Section 5.6 beyond ninety days after Closing, but if Seller shall, at its sole election, elect to prepare audited financials with respect to the Closing Date Seller obtains an audited financial statement in respect Property for its term of ownership of the Property for a fiscal period prior to the Closing Date that was not completed as of the Closing Dateduring 2005, then Seller shall promptly provide Purchaser with a copy of such audited financial statement. The foregoing covenants shall survive Closing.

Audit by Purchaser. Purchaser has advised Seller that Purchaser must cause to be prepared up to three (3) years of audited financial statements and the interim period between from January 1, 2007 through Closing in respect of the Property in compliance with the policies of Purchaser and certain laws and regulations, including, without limitation, Securities and Exchange Commission Regulation S-X, Rule 3-14. Seller agrees to use reasonable efforts to cooperate with Purchaser’s 's auditors in the preparation of such audited financial statements (it being understood and agreed that the foregoing covenant shall survive the Closing). Without limiting the generality of the preceding sentence (a) Seller shall, during normal business hours, allow Purchaser’s 's auditors reasonable access to such books and records maintained by Seller, the Property Manager and the Property LLCs Seller (and any other Seller's manager of the Property) in respect of the Property as necessary to prepare such audited financial statements; (b) Seller shall use reasonable efforts to provide to Purchaser such financial information and supporting documentation as are necessary for Purchaser’s 's auditors to prepare audited financial statements; (c) if Purchaser or its auditors require any information that is in the possession of the party from which Seller purchased all or a portion of the Property, Seller shall contact such prior owner of the Property and use commercially reasonable efforts to obtain from such party the information requested by Purchaser; (d) Seller will make available for interview by Purchaser and Purchaser’s auditors, 's auditors the manager of the Property or other agents or representatives of Seller responsible for the day-to-day operation of the Property and the keeping of the books and records in respect of the operation of the Property; and (e) if Seller has audited financial statements with respect to the Property, Seller shall promptly provide Purchaser’s 's auditors with a copy of such audited financial statements. If after the Closing Date Seller obtains an audited financial statement in respect of the Property for a fiscal period prior to the Closing Date that was not completed as of the Closing Date, then Seller shall promptly provide Purchaser with a copy of such audited financial statement. The , and the foregoing covenants covenant shall survive Closing.