Common use of Audit Cooperation Clause in Contracts

Audit Cooperation. Prior to and after the Closing, Seller shall provide to Buyer (at Buyer's expense) copies of, or shall provide Buyer access to, such factual information as may be reasonably requested by Buyer and in the possession or control of Seller or its property manager or accountants, to enable Buyer (or Hines or an Affiliate of Hines) to allow Buyer's auditor (Deloitte & Touche LLP or any successor auditor selected by Buyer) to conduct an audit of the income statements of the Property for the year to date of the year in which the Closing occurs, plus up to the three (3) prior calendar years. Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to Seller) with Buyer's auditor in the conduct of such audit. In addition, Seller agrees to provide to 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, whether required before or after the Closing. Without limiting the foregoing, (i) 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 Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer or an Affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority; provided, 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, 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.

Audit Cooperation. Prior to and after the ClosingClosing Date, Seller shall provide to Buyer (at Buyer's ’s expense) copies of, or shall provide Buyer access to, such factual information as may be reasonably requested by Buyer Buyer, and in the possession or control of Seller Seller, or its property manager or accountants, to enable Buyer (or Hines or an Affiliate affiliate of Hines) to allow Buyer's ’s auditor (Deloitte & Touche LLP or any successor auditor selected by Buyer) to conduct an audit of the income and expense statements of the Property for up to the year to date of the year in which the Closing occursClosing, plus up to the three (3) prior calendar years. Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to Seller) with Buyer's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer's ’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, whether required before or after for up to three (3) years prior to the Closingyear in which the Closing Date occurs. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Seller's ’s operating statements of the Property, at Buyer's ’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer or an Affiliate affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority; provided, however, that (i) 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, 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 (ii) while Seller will make such documentation and information available, any information discovered by Buyer or its agents which is believed to be inaccurate or inconsistent with information provided to Buyer during the Due Diligence Period in any event will not afford Buyer a basis for any legal action against Seller.

Audit Cooperation. Prior to and Within five (5) days after the ClosingEffective Date, Seller shall provide to Buyer Purchaser (at Buyer's Purchaser’s expense) copies of, or shall provide Buyer Purchaser access to, such factual information as may be reasonably requested by Buyer Purchaser and in the possession or control of Seller or its property manager or accountants, to enable Buyer Purchaser (or Hines Hxxxx or an Affiliate of HinesHxxxx) to allow Buyer's Purchaser’s auditor (Deloitte & Touche LLP or any successor auditor selected by BuyerPurchaser) to conduct an audit of the income statements of the Property for the most recent fiscal year prior to the date of Closing. Notwithstanding the foregoing, 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 year in which the Closing occurs and the average effective rent per square foot for the five (5) calendar years prior to the year in which the Closing occurs, plus up to the three (3) prior calendar years. Buyer Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to Seller) with Buyer's Purchaser’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer's Purchaser’s auditor a letter of representation substantially in the form attached hereto as Exhibit I Q (the "REPRESENTATION LETTER") covering the period from June 14, 2004 through and including December 31, 2004“Representation Letter”), and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after the ClosingClosing Date. Without limiting the foregoing, (i) Buyer Purchaser or its designated independent or other auditor may audit Seller's ’s operating statements of the Property, at Buyer's Purchaser’s expense, and Seller shall provide such documentation as Buyer 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 Buyer Purchaser such financial and other information as may be reasonably required by Buyer Purchaser or an any Affiliate of Buyer Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority; provided, 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, 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.

Audit Cooperation. Prior to and after the ClosingClosing Date, Seller shall provide to Buyer Purchaser (at Buyer's Purchaser’s expense) copies of, or shall provide Buyer Purchaser access to, such factual information as may be reasonably requested by Buyer and Purchaser, which is in the possession or control of Seller Seller, or its property manager or accountants, to enable Buyer Purchaser (or Hines or an Affiliate affiliate of Hines) to allow Buyer's Purchaser’s auditor (Deloitte & Touche LLP or any successor auditor selected by BuyerPurchaser) to conduct an audit of the income and expense statements of the Property for up to the year to date of the year in which the Closing occursClosing, plus up to the three (3) prior calendar years. Buyer Purchaser shall be solely responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to SellerPurchaser’s expense) with Buyer's Purchaser’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer's Purchaser’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 PropertyProperty which may have been previously prepared, whether required before or after for up to three (3) years prior to the Closingyear in which the Closing Date occurs. Without limiting the foregoing, at Purchaser’s expense (i) Buyer Purchaser 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 Buyer Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer Purchaser such financial and other information in the form such information is maintained or held by Seller as may be reasonably required by Buyer Purchaser or an Affiliate affiliate of Buyer Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority; provided. Notwithstanding anything herein to the contrary, however, that (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, 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 In the event the Closing occurs pursuant to and after this Agreement, for a period of ninety (90) days following the ClosingClosing Date, Seller shall either provide to Buyer (Buyer, at Buyer's ’s expense) , copies of, or shall provide 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 Buyer and in the possession or control of Seller 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 Buyer (or Hines or an Affiliate of Hines) to allow Buyer's auditor (Deloitte & Touche LLP or any successor auditor selected by Buyer) to conduct an audit of the income statements of the Property for the year to date of the year in which the Closing occurs, plus up to the three (3) prior calendar years. Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to Seller) with Buyer's auditor in the conduct of such audit. In addition, Seller agrees to provide to 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, andbut not limited to, if requested by such auditorin Seller’s possession, historical financial statements for the Property, Property (including income statement and balance sheet data for the Property, whether required before or after ) for a period beginning January 1 of the Closingyear prior to the Closing through the Closing Date. Without limiting the generality of the foregoing, (i) Buyer or its designated independent auditor (Ernst and Young or other auditor any successor auditor) may audit Seller's ’s operating statements of the Property, at Buyer's ’s expense, and Seller shall provide such documentation documentation, if in Seller’s possession, as 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 Buyer such provide any consolidated records other than in redacted form sufficient for the auditor to verify information contained in the financial and other information as may be reasonably required by Buyer or an Affiliate statements of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authorityProperty); provided, 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, Seller, its property manager or accountants, at no cost to Seller, of Seller and in the format that Seller (or its property manager or accountants) have maintained such informationrecords, (b) be subject to tenant confidentiality requirements and the limitations regarding verifications in consolidated records described above, and the confidentiality requirements set forth in Section 20 above, and (c) 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 avoidance 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 excluded in this clause (c)). Buyer shall reimburse Seller for its out-of-pocket expenses in connection with Seller’s compliance with this Section 21. The obligations set forth in this Section 21 shall survive the Closing for a period of ninety (90) days.

Audit Cooperation. Prior to and after the Closing, Seller shall provide to Buyer (at Buyer's ’s expense) copies of, or shall provide Buyer access to, such factual information as may be reasonably requested by Buyer and in the possession or control of Seller or its property manager or accountants, to enable Buyer (or Hines Hxxxx or an Affiliate of HinesHxxxx) to allow Buyer's ’s auditor (Deloitte & Touche LLP or any successor auditor selected by Buyer) to conduct an audit of the income statements of the Property for the year to date of the year in which the Closing occurs, plus up to the three (3) prior calendar years. Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to Seller) with Buyer's ’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer's ’s auditor a letter of representation in the form attached hereto as Exhibit I (the "REPRESENTATION LETTER"“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, whether required before or after the Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Seller's ’s operating statements of the Property, at Buyer's ’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer or an Affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority; provided, 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, 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.