Common use of Buyer Audit Requirements Clause in Contracts

Buyer Audit Requirements. The Seller agrees to use commercially reasonable efforts to promptly deliver to the Buyer all of the audit request materials listed on Exhibit E; provided, however, the Seller shall deliver all such materials within its possession (or which are otherwise reasonably accessible to the Seller as of the Effective Date) prior to the expiration of the Study Period; provided further, the Seller acknowledges and agrees to use its good faith efforts to also provide such additional information related to both the operation of the Property during the Seller’s period of ownership of the Property and the Seller as requested by the Buyer (or its accountants) which is deemed relevant and reasonably necessary (as reasonably determined by the Buyer, with the understanding than any such inquiry that is made by the Buyer or its accountants shall pertain solely to the affairs of the Seller as the owner of the Property and shall not extend to the financial or other information of any direct or indirect owner of the Seller) to enable the Buyer and its accountants to prepare financial statements in compliance with (a) Rule 3-05 of Regulation S-X of the Securities and Exchange Commission which audit will commence immediately upon Closing and which is required to be completed and filed with the Securities and Exchange Commission within 75 days after Closing; (b) any other rule issued by the Securities and Exchange Commission and applicable to the Buyer; and (c) any registration statement, report or disclosure statement filed with the Securities and Exchange Commission by, or on behalf of, the Buyer. Notwithstanding the foregoing and upon Buyer’s written request, the Seller shall engage (at the Buyer’s sole cost and expense) McGladrey LLP to commence any and all such required audits. The Seller acknowledges and agrees that the foregoing is a representative description of the information and documentation that the Buyer and its accountants may require in order to comply with (a), (b) and (c) above. In connection with the foregoing post-Closing audit(s), and in furtherance of the Seller’s obligations to assist the Buyer pursuant to this SECTION 3.5, the Seller covenants and agrees to execute and deliver to McGladrey LLP the audit representation letter solely for the benefit of McGladrey LLP, the form of which is attached hereto as Exhibit F (the “Audit Representation Letter”), provided that the form of such Audit Representation Letter may be modified as required to account for any issues identified during the audit. Notwithstanding the foregoing, to the extent permitted by law and without in any way limiting any of the Buyer’s rights and remedies expressly provided for under this Agreement (but subject to the limitations on such rights and remedies as expressly provided for under this Agreement), the Buyer, its agents, consultants and any other Person claiming by, through or under the Buyer (but expressly excluding McGladrey LLP) (a) shall have no claims against Seller Releasees solely as a result of the audit contemplated by this SECTION 3.5 or the Audit Representation Letter, and (b) hereby waive and release any claims against Seller Releasees that may arise solely from, or as a result of, such audit or the Audit Representation Letter, unless, in either of (a) or (b), such parties would otherwise have a claim expressly provided for under this Agreement (but subject to the limitations on any such claim as expressly provided for under this Agreement). The Seller’s obligations under this SECTION 3.5 shall survive the Closing for a period of 12 months. The Buyer’s obligations under this SECTION 3.5 shall survive any termination of this Agreement.

Buyer Audit Requirements. The Seller agrees to use commercially reasonable efforts to promptly deliver to the Buyer all of the audit request materials listed on Exhibit E; provided, however, the Seller shall deliver all such materials within its possession (or which are otherwise reasonably accessible to the Seller as of the Effective Date) prior to the expiration of the Study Period; provided further, the Seller acknowledges and agrees to use its good faith efforts to also provide such additional information related to both the operation of the Property during the Seller’s period of ownership of the Property and the Seller as requested by the Buyer (or its accountants) which is deemed relevant and reasonably necessary (as reasonably determined by the Buyer, with the understanding than any such inquiry that is made by the Buyer or its accountants shall pertain solely to the affairs of the Seller as the owner of the Property and shall not extend to the financial or other information of any direct or indirect owner of the Seller) to enable the Buyer and its accountants to prepare financial statements in compliance with (a) Rule 3-05 of Regulation S-X of the Securities and Exchange Commission which audit will commence immediately upon Closing and which is required to be completed and filed with the Securities and Exchange Commission within 75 days after Closing; (b) any other rule issued by the Securities and Exchange Commission and applicable to the Buyer; and (c) any registration statement, report or disclosure statement filed with the Securities and Exchange Commission by, or on behalf of, the Buyer. Notwithstanding the foregoing and upon Buyer’s written request, the Seller shall engage (at the Buyer’s sole cost and expense) McGladrey LLP to commence any and all such required audits. The Seller acknowledges and agrees that the foregoing is a representative description of the information and documentation that the Buyer and its accountants may require in order to comply with (a), (b) and (c) above. In connection with the foregoing post-Closing audit(s), and in furtherance of the Seller’s obligations to assist the Buyer pursuant to this SECTION 3.53.6, the Seller covenants and agrees to execute and deliver to McGladrey LLP the audit representation letter solely for the benefit of McGladrey LLP, the form of which is attached hereto as Exhibit F (the “Audit Representation Letter”), provided that the form of such Audit Representation Letter may be modified as required to account for any issues identified during the audit. Notwithstanding the foregoing, to the extent permitted by law and without in any way limiting any of the Buyer’s rights and remedies expressly provided for under this Agreement (but subject to the limitations on such rights and remedies as expressly provided for under this Agreement), the Buyer, its agents, consultants and any other Person claiming by, through or under the Buyer (but expressly excluding McGladrey LLP) (a) shall have no claims against Seller Releasees solely as a result of the audit contemplated by this SECTION 3.5 3.6 or the Audit Representation Letter, and (b) hereby waive and release any claims against Seller Releasees that may arise solely from, or as a result of, such audit or the Audit Representation Letter, unless, in either of (a) or (b), such parties would otherwise have a claim expressly provided for under this Agreement (but subject to the limitations on any such claim as expressly provided for under this Agreement). The Seller’s obligations under this SECTION 3.5 3.6 shall survive the Closing for a period of 12 months. The Buyer’s obligations under this SECTION 3.5 3.6 shall survive any termination of this Agreement.

Buyer Audit Requirements. The Seller agrees to use commercially reasonable efforts to promptly deliver to the Buyer all of the audit request materials listed on Exhibit E; provided, however, the Seller shall deliver all such materials within its possession (or which are otherwise reasonably accessible to the Seller as of the Effective Date) prior to the expiration of the Study Period; provided further, the Seller acknowledges and agrees to use its good faith efforts to also provide such additional information related to both the operation of the Property during the Seller’s period of ownership of the Property and the Seller as requested by the Buyer (or its accountants) which is deemed relevant and reasonably necessary (as reasonably determined by the Buyer, with the understanding than any such inquiry that is made by the Buyer or its accountants shall pertain solely to the affairs of the Seller as the owner of the Property and shall not extend to the financial or other information of any direct or indirect owner of the Seller) to enable the Buyer and its accountants to prepare financial statements in compliance with (a) Rule 3-05 of Regulation S-X of the Securities and Exchange Commission which audit will commence immediately upon Closing and which is required to be completed and filed with the Securities and Exchange Commission within 75 days after Closing; (b) any other rule issued by the Securities and Exchange Commission and applicable to the Buyer; and (c) any registration statement, report or disclosure statement filed with the Securities and Exchange Commission by, or on behalf of, the Buyer. Notwithstanding the foregoing and upon Buyer’s written request, the Seller shall engage (at the Buyer’s sole cost and expense) McGladrey LLP to commence any and all such required audits. The Seller acknowledges and agrees that the foregoing is a representative description of the information and documentation that the Buyer and its accountants may require in order to comply with (a), (b) and (c) above. In connection with the foregoing post-Closing audit(s), and in furtherance of the Seller’s obligations to assist the Buyer pursuant to this SECTION 3.5, the Seller covenants and agrees to execute and deliver to McGladrey LLP the audit representation letter solely for the benefit of McGladrey LLP, the form of which is attached hereto as Exhibit F (the “Audit Representation Letter”), provided that the form of such Audit Representation Letter may be modified as required to account for any issues identified during the audit. Notwithstanding the foregoing, to the extent permitted by law and without in any way limiting any of the Buyer’s rights and remedies expressly provided for under this Agreement (but subject to the limitations on such rights and remedies as expressly provided for under this Agreement), the Buyer, its agents, consultants and any other Person claiming by, through or under the Buyer (but expressly excluding McGladrey LLP) (a) shall have no claims against Seller Releasees solely as a result of the audit contemplated by this SECTION 3.5 or the Audit Representation Letter, and (b) hereby waive and release any claims against Seller Releasees that may arise solely from, or as a result of, such audit or the Audit Representation Letter, unless, in either of (a) or (b), such parties would otherwise have a claim expressly provided for under this Agreement (but subject to the limitations on any such claim as expressly provided for under this Agreement). The Seller’s obligations under this SECTION 3.5 shall survive the Closing for a period of 12 months. The Buyer’s obligations under this SECTION 3.5 shall survive any termination of this Agreement.this