Audit Letter. Within ten (10) Business Days after receipt of a written request from the Subsidiary's independent auditor, Cordish Affiliate shall cause the representation letter attached hereto as EXHIBIT "3.5" to be executed and delivered to such auditor. This covenant shall survive the Closing.
Audit Letter. Two (2) originals of the Audit Letter contemplated by Section 32 of this Agreement, duly executed by Seller.
Audit Letter. Pursuant to Section 27 above, an assignee of Buyer may include a publicly registered real estate investment trust, and therefore Seller further agrees to make its books and records relating to the Property available for inspection and audit by Buyer or its agents and to execute and deliver (at the time of completion of the audit) the audit letter in favor of Buyer’s auditors in the form attached hereto as Exhibit “L” and made a part hereof (the covenants of Seller described by this sentence shall survive the Closing for six (6) months). Buyer may also review and make copies of any of Seller’s files, books and records relating to the Property. Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no out of pocket cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer or any affiliate of Buyer, if requested by such auditor, historical financial statements for the Property for the past three (3) years (with the names of parties having an equity interest in Seller redacted), including (without limitation) income and balance sheet data for the Property, whether required before or after Closing, to the extent in Seller’s possession or control. 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 any affiliate of Buyer to make any required filings with the SEC or other governmental authority. This Section 28 shall survive the Closing for six (6) months.
Audit Letter. On or before the Closing Date, at Buyer's request, Seller shall deliver a letter to Buyer's auditors, in the form of Exhibit "K" attached hereto.
Audit Letter. Seller acknowledges that Buyer, as a publicly-traded real estate investment trust, is required to have the financial operations of the various properties owned by it audited by KPMG Peat Marwick, LLP and the results thereof filed with the Securities and Exchange Commission. Seller agrees that it will make all of its financial books and records associated with the Property available for audit by KPMG Peat Marwick LLP at all reasonable times after the Effective Date and prior to the date which is six months after the date of closing Buyer will provide Seller with at least 15 days prior advance notice concerning the conduct of any such audit by KPMG Peat Marwick LLP. In addition, Seller hereby agrees that it will, at the request of Buyer and KPMG Peat Marwick LLP, execute an Audit Representation Letter in substantially the form and content attached hereto as Exhibit O and will deliver such executed Audit Representation Letter to KPMG Peat Marwick LLP within 15 days after KPMG Peat Marwick LLP's request for the same.
Audit Letter. Seller agrees to execute and deliver to Buyers auditors, within ten days after the opening of Escrow, an audit letter in the form attached hereto as Exhibit “I” (the “Audit Letter”).
Audit Letter. Seller agrees to execute and deliver to Buyers auditors in connection with Buyer’s audit of Seller’s financial statements, within thirty (30) days of the Closing, an audit letter in the form attached hereto as Exhibit A.
Audit Letter. Pursuant to Section 16 below, a Permitted Assignee of Buyer may include a publicly registered real estate investment trust, and therefore Seller further agrees to make its books and records relating to the Property reasonably available for inspection and audit by Buyer’s auditor upon Buyer’s reasonable prior written request and to execute and deliver (at the time of completion of the audit) the audit letter (the “Audit Letter”) in favor of Buyer's auditors in the form attached hereto as Exhibit H and made a part hereof (the covenants of Seller described by this sentence shall survive the Closing). Upon request from Buyer’s auditor, Seller shall reasonably cooperate with Buyer’s auditor and provide the following information to Buyer’s auditor related to the individual or individuals signing the Audit Letter: full legal name, position with the company,. Buyer shall be responsible for all costs and liability associated with this audit. Seller shall reasonably cooperate (at no out cost or liability to Seller) with Buyer’s auditor in the conduct of such audit, which audit shall take place in Seller’s office or in such location as consented to by Seller in Seller’s sole discretion. In addition, Seller agrees to provide to Buyer’s auditor, if requested by such auditor, income statements for the Property (for the past one fiscal (1) year as of the Closing Date) upon request, only to the extent in Seller’s possession and control. Without limiting the foregoing, (i) Buyer’s auditor may audit Seller’s operating statements of the Property, at Buyer’s expense, and Seller shall provide such documentation in Seller’s possession and control as Buyer’s auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such existing financial information in Seller’s possession and control as may be reasonably required by Buyer or any affiliate of Buyer to make any required filings with the U.S. Securities and Exchange Commission (“SEC”) or other governmental authority; provided, however, that the ongoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession or control of Seller, at no cost or liability of any kind to Seller, and in the format the Seller has maintained such information. Seller shall maintain its records LEGAL02/38577646v9 for use under this Section 8.p for a period of not less than three (3) months after the Closing. This Section shall expressly survive Closing.
Audit Letter. Seller agrees to execute and deliver to Buyers auditors an audit letter in the form attached hereto as Exhibit “E”.
Audit Letter. During the Approval Period, the parties will review language for an audit letter to be signed by Seller regarding pre-closing operations of the Property. If the parties mutually agree on the language of the audit letter during the Approval Period, Seller agrees to sign and deliver such letter within ten (10) days after Purchaser’s request, even if the request is made after Closing (and such obligation shall survive Closing).
