Common use of Audit Letter Clause in Contracts

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. Pursuant to Section 27 aboveParagraph 15 below, an assignee a Permitted Assignee of Buyer Purchaser 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 Purchaser or its agents and to execute and deliver (at the time of completion of the audit) the audit letter in favor of BuyerPurchaser’s auditors in the form attached hereto as Exhibit “L” L and made a part hereof (the covenants of Seller described by this sentence shall survive the Closing for six (6) monthsClosing). Buyer Purchaser may also review and make copies of any of Seller’s files, books and records relating to the Property. Buyer Purchaser 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 BuyerPurchaser’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer Purchaser or any affiliate of BuyerPurchaser, if requested by such auditor, historical financial statements for the Property for (from June 30, 2011, the past three (3date Seller acquired the Property) 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 Purchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, at BuyerPurchaser’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 as may be reasonably required by Buyer Purchaser or any affiliate of Buyer Purchaser to make any required filings with the SEC U.S. Securities and Exchange Commission (“SEC”) or other governmental authority. This Section 28 Seller shall survive the Closing maintain its records for use under this Paragraph 10.9 for a period of not less than six (6) monthsmonths after the Closing. This Paragraph shall expressly survive Closing.

Audit Letter. Pursuant If, after Closing, Purchaser is required to Section 27 above, an assignee have the Property audited under the regulations of Buyer the Securities and Exchange Commission or as may include a publicly registered be required by other federal laws and regulations applicable to real estate investment trusttrusts, and therefore at Purchaser's request, at any time after the expiration of the Inspection Period (if Purchaser has elected to proceed with this Agreement) or within one (1) year after Closing, Seller further agrees shall provide to make its Purchaser's designated independent auditor a letter regarding Seller's books and records relating to of the Property available for inspection and audit covering the period of time that Seller owned the Property (or such lesser period of time as may be required by Buyer or its agents and to execute and deliver (at the time of completion of the particular audit) the audit ), which letter shall be in favor of Buyer’s auditors in substantially the form attached hereto as Exhibit “L” F. Purchaser agrees that it is not relying and made shall not rely on such letter as constituting a part hereof (the covenants representation or warranty of Seller described to Purchaser, and Purchaser further agrees to indemnify, defend and hold hanniess Seller from any claim, damage, loss, or liability to which Seller is at any time subjected by any person who is not a party to this sentence shall survive the Closing for six (6) months). Buyer may also review and make copies of any Agreement as a result of Seller’s files, books and records relating to the Property. Buyer shall be responsible for all out-of-pocket costs associated 's compliance 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 authoritySection 12.20. This Section 28 12.20 shall survive the Closing for six (6) monthsClosing. [SIGNATURE PAGES AND EXHIBITS TO FOLLOW] SIGNATURE PAGE TO AGREEMENT OF PURCHASE AND SALE BY AND BETWEEN PS II REAL ESTATE LIMITED PARTNERSHIP AND CORNERSTONE REALTY INCOME TRUST, INC.