Common use of Audit Cooperation Clause in Contracts

Audit Cooperation. Prior to and after the Closing Date, Seller shall provide to Purchaser (at Purchaser’s expense) copies of, or shall provide Purchaser access to, such factual information as may be reasonably requested by Purchaser, which is in the possession or control of Seller, or its property manager or accountants, to enable Purchaser (or Hines or an affiliate of Hines) to allow Purchaser’s auditor (Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit of the income and expense statements of the Property up to the date of Closing, plus up to the three (3) prior calendar years. Purchaser shall be solely responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at Purchaser’s expense) with Purchaser’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser’s auditor historical financial statements for the Property, including income and balance sheet data for the Property which may have been previously prepared, for up to three (3) years prior to the year in which the Closing Date occurs. Without limiting the foregoing, at Purchaser’s expense (i) Purchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information in the form such information is maintained or held by Seller as may be reasonably required by Purchaser or an affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority. Notwithstanding anything herein to the contrary, (a) the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by Seller (at Purchaser’s expense) from its property manager or accountants, at no cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information; (b) while Seller will make such documentation and information available, any information discovered by Purchaser or its agents which is believed to be inaccurate or inconsistent with information provided to Purchaser pursuant to this Agreement in any event will not afford Purchaser a basis for any legal action against Seller and Purchaser hereby expressly waives the right to bring such a legal action against Seller; and (c) Purchaser acknowledges that the documents, materials and other information provided pursuant to this Section 9.19 are provided without representations or warranties as to the truth, accuracy, completeness, or methodology of preparation thereof, and Seller expressly disclaims any such representation or warranty. This Section 9.19 shall survive the Closing of this Agreement.

Audit Cooperation. Prior to and after the Closing DateClosing, Seller shall provide to Purchaser Buyer (at Purchaser’s Buyer's expense) copies of, or shall provide Purchaser Buyer access to, such factual information as may be reasonably requested by Purchaser, which is Buyer and in the possession or control of Seller, Seller or its property manager or accountants, to enable Purchaser Buyer (or Hines or an affiliate Affiliate of Hines) to allow Purchaser’s Buyer's auditor (Deloitte & Touche LLP or any successor auditor selected by PurchaserBuyer) to conduct an audit of the income and expense statements of the Property up for the year to the date of Closingthe year in which the Closing occurs, plus up to the three (3) prior calendar years. Purchaser Buyer shall be solely responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at Purchaser’s expenseno cost to Seller) with Purchaser’s Buyer's auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser’s Buyer's auditor a letter of representation in the form attached hereto as Exhibit I (the "REPRESENTATION LETTER") covering the period from June 14, 2004 through and including December 31, 2004, and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property which may have been previously preparedProperty, for up to three (3) years prior to whether required before or after the year in which the Closing Date occursClosing. Without limiting the foregoing, at Purchaser’s expense (i) Purchaser Buyer or its designated independent or other auditor may audit Seller’s 's operating statements of the Property, at Buyer's expense, and Seller shall provide such documentation as Purchaser Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser Buyer such financial and other information in the form such information is maintained or held by Seller as may be reasonably required by Purchaser Buyer or an affiliate Affiliate of Purchaser Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Notwithstanding anything herein to the contrary; provided, (a) however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by Seller (at Purchaser’s expense) from by, Seller, its property manager or accountants, at no cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information; (b) while Seller will make such documentation and information available, any information discovered by Purchaser or its agents which is believed to be inaccurate or inconsistent with information provided to Purchaser pursuant to this Agreement in any event will not afford Purchaser a basis for any legal action against Seller and Purchaser hereby expressly waives the right to bring such a legal action against Seller; and (c) Purchaser acknowledges that the documents, materials and other information provided pursuant to this Section 9.19 are provided without representations or warranties as to the truth, accuracy, completeness, or methodology of preparation thereof, and Seller expressly disclaims any such representation or warranty. This Section 9.19 shall survive the Closing of this Agreement.

Audit Cooperation. Prior In the event the Closing occurs pursuant to and after this Agreement, for a period of ninety (90) days following the Closing Date, Seller shall either provide to Purchaser (Buyer, at PurchaserBuyer’s expense) , copies of, or shall provide Purchaser Buyer access to, such factual information during normal business hours and upon five (5) business days prior written notice from Buyer to Seller, the books and records of Seller (excluding any materials that Seller is prohibited by applicable contracts or law from disclosing, any attorney-client privileged materials, any internal correspondence, reports and memoranda and similar proprietary or confidential information), to the extent (i) in the possession of Seller or Seller’s property manager for the Property and (ii) solely relating to the operations and financial results of the Property, as may be reasonably requested by Purchaser, which is in the possession or control of Seller, Buyer to prepare a property level audit to comply with any securities laws applicable to Buyer or its property manager or accountantsaffiliates. Such materials that Buyer will be entitled to review under this Section 21 shall include, to enable Purchaser (or Hines or an affiliate of Hines) to allow Purchaserbut not limited to, if in Seller’s auditor (Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit of the income and expense statements of the Property up to the date of Closingpossession, plus up to the three (3) prior calendar years. Purchaser shall be solely responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at Purchaser’s expense) with Purchaser’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser’s auditor historical financial statements for the Property, Property (including income statement and balance sheet data for the Property which may have been previously prepared, Property) for up to three (3) years a period beginning January 1 of the year prior to the year in which Closing through the Closing Date occursDate. Without limiting the generality of the foregoing, at Purchaser’s expense (i) Purchaser Buyer or its designated independent auditor (Ernst and Young or other auditor any successor auditor) may audit Seller’s operating statements of the Property, at Buyer’s expense, and Seller shall provide such documentation documentation, if in Seller’s possession, as Purchaser Buyer or its auditor may reasonably request in order to complete perform such auditaudit (provided that in each instance where the Buyer may need to access any consolidated records of Seller, and (ii) Seller shall furnish not be required to Purchaser such financial and provide any consolidated records other than in redacted form sufficient for the auditor to verify information contained in the form such information is maintained or held by Seller as may be reasonably required by Purchaser or an affiliate financial statements of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority. Notwithstanding anything herein to the contraryProperty); provided, (a) however, that the foregoing obligations of Seller shall (a) be limited to providing such information or and documentation as may be are in the possession of, or reasonably obtainable by of Seller (at Purchaser’s expense) from its property manager or accountants, at no cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information; records, (b) while Seller will make such documentation be subject to tenant confidentiality requirements and information availablethe limitations regarding verifications in consolidated records described above, any information discovered by Purchaser or its agents which is believed to be inaccurate or inconsistent with information provided to Purchaser pursuant to this Agreement and the confidentiality requirements set forth in any event will not afford Purchaser a basis for any legal action against Seller and Purchaser hereby expressly waives the right to bring such a legal action against Seller; Section 20 above, and (c) Purchaser acknowledges exclude any materials that Seller is prohibited by applicable contracts or law from disclosing, any attorney-client privileged materials, any internal correspondence, reports and memoranda and similar proprietary or confidential information (provided that, for the documentsavoidance of doubt, Seller’s historical financial statements for the Property (including income statement and balance sheet for the Property) for a period beginning January 1 of the year prior to the Closing through the Closing Date are not materials and other information provided pursuant to excluded in this clause (c)). Buyer shall reimburse Seller for its out-of-pocket expenses in connection with Seller’s compliance with this Section 9.19 are provided without representations or warranties as to the truth, accuracy, completeness, or methodology of preparation thereof, and Seller expressly disclaims any such representation or warranty21. This The obligations set forth in this Section 9.19 21 shall survive the Closing for a period of this Agreementninety (90) days.

Audit Cooperation. Prior to and after the Closing DateClosing, Seller shall provide to Purchaser Buyer (at PurchaserBuyer’s expense) copies of, or shall provide Purchaser Buyer access to, such factual information as may be reasonably requested by Purchaser, which is Buyer and in the possession or control of Seller, Seller or its property manager or accountants, to enable Purchaser Buyer (or Hines Hxxxx or an affiliate Affiliate of HinesHxxxx) to allow PurchaserBuyer’s auditor (Deloitte & Touche LLP or any successor auditor selected by PurchaserBuyer) to conduct an audit of the income and expense statements of the Property up for the year to the date of Closingthe year in which the Closing occurs, plus up to the three (3) prior calendar years. Purchaser Buyer shall be solely responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at Purchaser’s expenseno cost to Seller) with PurchaserBuyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to PurchaserBuyer’s auditor a letter of representation in the form attached hereto as Exhibit I (the “Representation Letter”) covering the period from June 14, 2004 through and including December 31, 2004, and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property which may have been previously preparedProperty, for up to three (3) years prior to whether required before or after the year in which the Closing Date occursClosing. Without limiting the foregoing, at Purchaser’s expense (i) Purchaser Buyer or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Buyer’s expense, and Seller shall provide such documentation as Purchaser Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser Buyer such financial and other information in the form such information is maintained or held by Seller as may be reasonably required by Purchaser Buyer or an affiliate Affiliate of Purchaser Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Notwithstanding anything herein to the contrary; provided, (a) however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by Seller (at Purchaser’s expense) from by, Seller, its property manager or accountants, at no cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information; (b) while Seller will make such documentation and information available, any information discovered by Purchaser or its agents which is believed to be inaccurate or inconsistent with information provided to Purchaser pursuant to this Agreement in any event will not afford Purchaser a basis for any legal action against Seller and Purchaser hereby expressly waives the right to bring such a legal action against Seller; and (c) Purchaser acknowledges that the documents, materials and other information provided pursuant to this Section 9.19 are provided without representations or warranties as to the truth, accuracy, completeness, or methodology of preparation thereof, and Seller expressly disclaims any such representation or warranty. This Section 9.19 shall survive the Closing of this Agreement.

Audit Cooperation. Prior to and For a period of one (1) year after the Closing Date, the Seller shall will, from time to time, upon reasonable advance notice from the Buyer, provide (a) the Buyer and its Representatives access to Purchaser (at Purchaser’s expense) copies of, or shall provide Purchaser access to, such factual information as may be reasonably requested by Purchaser, which is in the possession or control of Seller, or its property manager or accountants, to enable Purchaser (or Hines or an affiliate of Hines) to allow Purchaser’s auditor (Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit of the income and expense statements of the Property up to the date of Closing, plus up to the three (3) prior calendar years. Purchaser shall be solely responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at Purchaser’s expense) with Purchaser’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser’s auditor historical financial statements for the Property, including income and balance sheet data for the Property which may have been previously prepared, for up to three (3) years prior to the year in which the Closing Date occurs. Without limiting the foregoing, at Purchaser’s expense (i) Purchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information pertaining to the period of the Company’s and each applicable Company Subsidiary’s ownership and operation of any Company Property (other than such matters that relate to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement), which may include any such information and/or documents more particularly described on Schedule 6.10 attached hereto, which information is relevant and reasonably necessary, in the form opinion of the Buyer’s outside, third party accountants (the “Accountants”), to enable the Buyer and its Accountants to prepare financial statements in compliance with any or all of (i) Rule 3-14 of Regulation S-X of the SEC, (ii) any other rule issued by the SEC and applicable to the Buyer or its Affiliates, and (iii) any registration statement, report or disclosure statement filed with the SEC by, or on behalf of the Buyer or its Affiliates and (b) reasonable assistance to the Buyer and the Accountants in completing an audit of such financial statements. The Seller will provide or cause to be provided such information is maintained and documentation on a per-Company Property basis, if available; provided that any access or held by Seller furnishing of information must be conducted at the Buyer’s expense during normal business hours, under the supervision of the Seller’s personnel, and in such a manner as may be reasonably required by Purchaser or an affiliate of Purchaser to make any required filings not unreasonably interfere with the Securities and Exchange Commission or other governmental authoritynormal operations of the Seller. Notwithstanding anything herein in this Agreement to the contrary, (a) nothing in this Section 6.10 will obligate the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by Seller (at Purchaser’s expense) from its property manager or accountants, at no cost to Seller, and in the format that Seller (or its property manager Representatives (x) to prepare or accountantscreate any financial or other data or other information, summaries or materials of any kind or nature outside the ordinary course of business of the Seller and the Company as of the Closing, (y) have maintained to incur any out of pocket expenses in connection with such information; cooperation unless reimbursed promptly by the Buyer or (bz) while Seller will make such documentation and information available, to disclose to the Buyer or its Representatives any information discovered by Purchaser (A) if doing so would violate any contract or its agents applicable Law to which the Seller is believed subject or (B) if the Seller believes in good faith based on advice of counsel that doing so would jeopardize the ability to be inaccurate or inconsistent with information provided to Purchaser pursuant to this Agreement in any event will not afford Purchaser assert a basis for any legal action against Seller claim of privilege (including the attorney-client and Purchaser hereby expressly waives the right to bring such a legal action against Seller; and (c) Purchaser acknowledges that the documents, materials and other information provided pursuant to this Section 9.19 are provided without representations or warranties as to the truth, accuracy, completeness, or methodology of preparation thereof, and Seller expressly disclaims any such representation or warranty. This Section 9.19 shall survive the Closing of this Agreementwork product privileges).

Audit Cooperation. Prior to and after the Closing Date, Seller shall provide to Purchaser Buyer (at PurchaserBuyer’s expense) copies of, or shall provide Purchaser Buyer access to, such factual information as may be reasonably requested by PurchaserBuyer, which is and in the possession or control of Seller, or its property manager or accountants, to enable Purchaser Buyer (or Hines or an affiliate of Hines) to allow PurchaserBuyer’s auditor (Deloitte & Touche LLP or any successor auditor selected by PurchaserBuyer) to conduct an audit of the income and expense statements of the Property up to the date of Closing, plus up to the three (3) prior calendar years. Purchaser Buyer shall be solely responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at Purchaser’s expenseno cost to Seller) with PurchaserBuyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to PurchaserBuyer’s auditor historical financial statements for the Property, including income and balance sheet data for the Property which may have been previously preparedProperty, for up to three (3) years prior to the year in which the Closing Date occurs. Without limiting the foregoing, at Purchaser’s expense (i) Purchaser Buyer or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Buyer’s expense, and Seller shall provide such documentation as Purchaser Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser Buyer such financial and other information in the form such information is maintained or held by Seller as may be reasonably required by Purchaser Buyer or an affiliate of Purchaser Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Notwithstanding anything herein to the contrary; provided, however, that (ai) the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by Seller (at Purchaser’s expense) from by, Seller, its property manager or accountants, at no cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information; , and (bii) while Seller will make such documentation and information available, any information discovered by Purchaser Buyer or its agents which is believed to be inaccurate or inconsistent with information provided to Purchaser pursuant to this Agreement Buyer during the Due Diligence Period in any event will not afford Purchaser Buyer a basis for any legal action against Seller and Purchaser hereby expressly waives the right to bring such a legal action against Seller; and (c) Purchaser acknowledges that the documents, materials and other information provided pursuant to this Section 9.19 are provided without representations or warranties as to the truth, accuracy, completeness, or methodology of preparation thereof, and Seller expressly disclaims any such representation or warranty. This Section 9.19 shall survive the Closing of this Agreement.

Audit Cooperation. Prior to and At Buyer’s request, at any time within one (1) year after the Closing DateClosing, Seller shall, at Buyer’s sole cost and expense, reasonably cooperate with Buyer, Buyer's designated representative, and/or Buyer's independent auditor and provide each reasonable access to the books and records of the Property and all related information regarding the Property for the purposes of (i) producing financial statements for the Property satisfying the requirements of Regulation S-X promulgated under the U.S. securities laws, including without limitation Rule 3-14 thereunder, and (ii) conducting an audit of such financial statements, including, without limitation, three (3) calendar years of audited books and records of the Property. Should three (3) calendar years of audited books and records not be available, then Seller shall supply as many years of audited books and records exist, but in no event shall Seller provide less than one (1) year of audited books and records. If audited financial statements are not available, Seller shall provide to Purchaser (at Purchaser’s expense) copies of, or shall un-audited operating statements in lieu of audited statements and provide Purchaser access to, such factual information supporting documentation as may be reasonably requested by Purchaser, which is in the possession or control of Seller, or its property manager or accountants, to enable Purchaser (or Hines or an affiliate of Hines) to allow Purchaser’s auditor (Deloitte & Touche LLP or any successor auditor selected by Purchaser) order for Buyer to conduct an audit of the income and expense statements of the Property up to the date of Closing, plus up to the three (3) prior calendar years. Purchaser shall be solely responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at Purchaser’s expense) with Purchaser’s auditor in the conduct of such its own audit. In addition, at Buyer’s request, at any time within one (1) year after the Closing, Seller agrees to shall, at Buyer’s sole cost and expense, (a) provide to Purchaser’s auditor historical financial statements for Buyer a representation letter regarding the Property, including income book and balance sheet data for the Property which may have been previously prepared, for up to three (3) years prior to the year in which the Closing Date occurs. Without limiting the foregoing, at Purchaser’s expense (i) Purchaser or its designated independent or other auditor may audit Seller’s operating statements records of the Property, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request substantially in order to complete such auditthe form of Exhibit N (an “Audit Letter”), in connection with auditing the Property in accordance with generally accepted auditing standards, and (iib) Seller shall furnish use commercially reasonable efforts to Purchaser provide Buyer with such financial additional books, records, representation letters, and such other information in matters reasonably determined by Buyer as necessary to satisfy its or its affiliated entity's obligations as a real estate investment trust and/or the form such information is maintained or held by Seller as may be reasonably required by Purchaser or an affiliate requirements (including, without limitation, any regulations) of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authorityCommission. Notwithstanding anything herein the foregoing, Buyer agrees to the contraryindemnify, (a) the foregoing obligations of defend, and hold harmless Seller shall be limited to providing such information or documentation as may be in the possession ofand its affiliates from and against all claims, losses, or reasonably obtainable liabilities arising out of any error or omission, but excluding any intentional misrepresentation, made by Seller (at Purchaser’s expense) from its property manager or accountants, at no cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information; (b) while Seller will make such documentation and information available, any information discovered by Purchaser or its agents which is believed to be inaccurate or inconsistent with information provided to Purchaser pursuant to this Agreement in any event will not afford Purchaser a basis for any legal action against Seller and Purchaser hereby expressly waives the right to bring such a legal action against Seller; and (c) Purchaser acknowledges that the documents, materials and other information provided pursuant to Audit Letter. The provisions of this Section 9.19 are provided without representations or warranties as to the truth, accuracy, completeness, or methodology of preparation thereof, and Seller expressly disclaims any such representation or warranty. This Section 9.19 14.17 shall survive the Closing of this AgreementClosing.

Audit Cooperation. Prior to and Within five (5) days after the Closing Effective Date, Seller shall provide to Purchaser (at Purchaser’s expense) copies of, or shall provide Purchaser access to, such factual information as may be reasonably requested by Purchaser, which is Purchaser and in the possession or control of Seller, Seller or its property manager or accountants, to enable Purchaser (or Hines Hxxxx or an affiliate Affiliate of HinesHxxxx) to allow Purchaser’s auditor (Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit of the income and expense statements of the Property up for the most recent fiscal year prior to the date of Closing. Notwithstanding the foregoing, plus up such factual information shall include weighted average occupancy and occupancy at the end of each year for the five (5) calendar years prior to the three year in which the Closing occurs and the average effective rent per square foot for the five (35) calendar years prior calendar yearsto the year in which the Closing occurs. Purchaser shall be solely responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at Purchaser’s expenseno cost to Seller) with Purchaser’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser’s auditor a letter of representation substantially in the form attached hereto as Exhibit Q (the “Representation Letter”), and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property which may have been previously preparedProperty, for up to three (3) years prior to the year in which the whether required before or after Closing Date occursDate. Without limiting the foregoing, at Purchaser’s expense (i) Purchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Purchaser’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request from documentation in Seller’s possession or control in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information in the form such information is maintained or held by Seller as may be reasonably required by Purchaser or an affiliate any Affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority. Notwithstanding anything herein to the contrary; provided, (a) however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by Seller (at Purchaser’s expense) from by, Seller, its property manager or accountants, at no cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information; (b) while Seller will make such documentation and information available, any information discovered by Purchaser or its agents which is believed to be inaccurate or inconsistent with information provided to Purchaser pursuant to this Agreement in any event will not afford Purchaser a basis for any legal action against Seller and Purchaser hereby expressly waives the right to bring such a legal action against Seller; and (c) Purchaser acknowledges that the documents, materials and other information provided pursuant to this Section 9.19 are provided without representations or warranties as to the truth, accuracy, completeness, or methodology of preparation thereof, and Seller expressly disclaims any such representation or warranty. This Section 9.19 shall survive the Closing of this Agreement.