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. 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. Two (2) originals of the Audit Letter contemplated by Section 32 of this Agreement, duly executed by Seller.
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 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 F.
Audit Letter. Seller agrees to execute and deliver to Buyers auditors, within ten (10) days after the date of Opening of Escrow, an audit letter in the form attached hereto as Exhibit “H”.
Audit Letter. Seller agrees to execute and deliver to Buyers auditors an audit letter in the form attached hereto as Exhibit “E”.
Audit Letter. Seller shall deliver or cause to be delivered the letter ("Audit Letter") in the form attached hereto as Schedule II.
Audit Letter. Purchaser will be causing its accounting firm to prepare audited financial statements for the Property for calendar year 2005 which will be used in filings by Purchaser with the Securities and Exchange Commission; and Seller shall cooperate with Purchaser’s accounting firm in connection therewith, including, without limitation, providing Purchaser’s accounting firm with a representation letter in the form of Exhibit K attached hereto promptly upon request from Purchaser. To secure Seller’s obligation under this Section, $1,000,000 shall be deducted from the Purchase Price payable to Seller at Closing and placed in an interest-bearing escrow with the Title Company. Such funds shall be released to Seller upon the earlier to occur of (a) delivery of such representation letter to Purchaser’s accounting firm following Purchaser’s request to do so and (b) the seventy-second (72ndt) day after the Closing Date if Purchaser has not requested such representation letter prior to such date, provided that if the escrow is disbursed to Seller pursuant to clause (b) of the preceding sentence, Seller shall continue to be obligated to deliver such representation letter. If Seller does not deliver such representation letter to Purchaser’s accounting firm promptly following Purchaser’s request to do so during the seventy-one (71) day period following Closing, the funds in escrow shall be disbursed to Purchaser as its exclusive remedy with respect to Seller’s failure to deliver such representation letter and Seller shall have no further rights with respect to such funds; provided that if Purchaser requests such representation letter during the seventy-one (71) day period following Closing and Seller fails to promptly deliver it during such period Purchaser shall have the right to bring an action for specific performance to compel Seller to deliver such representation letter.
