Audit; Regulatory Requirements. Seller agrees to assist Purchaser, at Purchaser’s expense, in the preparation of a SEC Regulation S-X Section 3-14 Audit (“S-X 3-14 Audit”) of certain operating revenues and expenses with respect to the Property by the Purchaser’s auditors (or the auditor’s of Purchaser’s parent company) or the Seller’s auditors. The Seller agrees to assist Purchaser in the preparation of an unaudited, interim statement of certain operating revenues and expenses which will be subject to review by the auditors. The Seller hereby agrees to provide (or to cause its third party property manager to provide, so long as such manager handles all accounting and financial controls for the Property) a management representation letter, in substantially the form attached hereto as Exhibit B, to the auditors of the Purchaser (or, if requested by Purchaser, to the auditors of the Purchaser’s parent company) upon completion of the S-X 3-14 Audit. Seller further agrees to provide Purchaser’s auditors (or the auditors of Purchaser’s parent company) with reasonable access to Seller’s books and records relating to the Property as otherwise reasonably required to complete any such S-X 3-14 Audit. Purchaser shall reimburse Seller for any out-of-pocket costs incurred by Seller in connection with its obligations under this provision. The obligation of Seller to provide such access and representation letter shall survive the Closing and Seller shall indemnify and hold Purchaser and its affiliates from and against any losses, costs, expenses (including, without limitation, reasonable attorney’s fees and expenses) and liabilities arising from Seller’s failure to comply with these obligations. The foregoing indemnification obligation shall survive the Closing or termination of this Agreement for a period of one (1) year and as a pre-condition of Seller’s obligation to so indemnify, Purchaser must notify Seller within thirty (30) days following discovery of any such loss.
Audit; Regulatory Requirements. The Company shall assist any Member, at such Member’s request and expense, in the preparation of a SEC Regulation S-X Section 3-14 Audit (“S-X 3-14 Audit”) of certain operating revenues and expenses with respect to the Project by such Member’s auditors (or the auditors of such Member’s parent company) or the Company’s auditors. The Company shall assist any Member in the preparation of an unaudited, interim statement of certain operating revenues and expenses which will be subject to review by the auditors. The Company shall provide a management representation letter, in substantially the form attached hereto as Exhibit C, to the auditors of any Member (or, if requested by such Member, to the auditors of the Member’s parent company) upon completion of the S-X 3-14 Audit. The Company shall provide any Member’s auditors (or the auditors of such Member’s parent company) with reasonable access to the Company’s books and records relating to the Project as otherwise reasonably required to complete any such S-X 3-14 Audit. Any such requesting Member shall reimburse the Company any out-of-pocket costs incurred by the Company in connection with its obligations under this provision.
Audit; Regulatory Requirements. Seller agrees to provide Buyer’s auditors (or the auditors of Buyer’s parent company) with reasonable access to Seller’s books and records relating solely to the Property as reasonably required to complete any SEC Regulation S-X Section 3-14 Audit. Buyer shall reimburse Seller any out-of-pocket costs incurred by Seller in connection with its obligations under this provision. The obligation of Seller to provide such access shall survive the Closing for the ninety day period following the Closing Date.
