Common use of Compliance with SEC Reporting Requirements Clause in Contracts

Compliance with SEC Reporting Requirements. For a period of time commencing on the date of this Agreement and continuing through the first anniversary of the Closing Date, Seller shall, or shall cause Chartwell, as applicable, from time to time, upon reasonable advance written notice from Buyer, and at Buyer’s sole cost and expense, provide Buyer and its representatives with reasonable access to all of Seller’s information and documentation relating to the Property, which information is relevant and reasonably necessary, in the reasonable opinion of the outside accountants of Buyer, to enable Buyer and Buyer’s outside accountants to file financial statements, pro formas and any and all other information in compliance (at Buyer’s cost) with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the SEC; (b) any other rule issued by the SEC and applicable to Buyer or its subsidiaries; and (c) any registration statement, 424(b) prospectus, report or disclosure statement filed with the SEC by or on behalf of Buyer. Seller shall reasonably cooperate with Buyer, at the cost of the Buyer, to cause any SEC audit requirements to be completed and delivered to Buyer within a reasonable time period to insure that all SEC filing requirements are met. Seller shall also authorize, and shall cause Chartwell to authorize, as applicable, any attorneys who have represented Seller or Chartwell, as applicable, in material litigation pertaining to or affecting the Property to respond, at Buyer’s expense, to inquiries from Buyer’s representatives, attorneys and independent accounting firm. Seller shall also provide and/or shall cause Chartwell, as applicable, to provide to Buyer’s independent accounting firm a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Property.

Compliance with SEC Reporting Requirements. For a period of time commencing on the date of this Agreement and continuing through the first anniversary of the Closing Date, Seller shall, or shall cause ChartwellChartwell (the “Property Manager”), as applicable, from time to time, upon reasonable advance written notice from Buyer, and at Buyer’s sole cost and expense, provide Buyer and its representatives with reasonable access to all of Seller’s information and documentation relating to the Property, which information is relevant and reasonably necessary, in the reasonable opinion of the outside accountants of Buyer, to enable Buyer and Buyer’s outside accountants to file financial statements, pro formas and any and all other information in compliance (at Buyer’s cost) with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the SEC; (b) any other rule issued by the SEC and applicable to Buyer or its subsidiaries; and (c) any registration statement, 424(b) prospectus, report or disclosure statement filed with the SEC by or on behalf of Buyer. Seller shall reasonably cooperate with Buyer, at the cost of the Buyer, to cause any SEC audit requirements to be completed and delivered to Buyer within a reasonable time period to insure that all SEC filing requirements are met. Seller shall also authorize, and shall cause Chartwell the Property Manager to authorize, as applicable, any attorneys who have represented Seller or Chartwellthe Property Manager, as applicable, in material litigation pertaining to or affecting the Property to respond, at Buyer’s expense, to inquiries from Buyer’s representatives, attorneys and independent accounting firm. Seller shall also provide and/or shall cause Chartwellthe Property Manager, as applicable, to provide to Buyer’s independent accounting firm a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Property.

Compliance with SEC Reporting Requirements. For a period of time commencing on the date of this Agreement and continuing through the first anniversary of the Closing Date, Seller shall, or shall cause Chartwell, as applicable, from time to time, upon reasonable advance written notice from Buyer, and at Buyer’s 's sole cost and expense, provide Buyer and its representatives with reasonable access to all of Seller’s written information and documentation relating to the Property, provided the same shall then be in Seller's (or a representative or affiliate of Seller's) possession, which information is relevant and reasonably necessary, in the reasonable opinion of the outside accountants of Buyer, to enable Buyer and Buyer’s 's outside accountants to file financial statements, pro formas and any and all other information in compliance (at Buyer’s 's cost) with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the SEC; (b) any other rule issued by the SEC and applicable to Buyer or its subsidiaries; and (c) any registration statement, 424(b) prospectus, report or disclosure statement filed with the SEC by or on behalf of Buyer. Seller shall reasonably cooperate with Buyer, at the cost of the Buyer, Buyer to cause any SEC audit requirements to be completed and delivered to Buyer within a reasonable time period to insure that all SEC filing requirements are met, and Buyer shall reimburse each Seller for all out-of-pocket, third-party costs and expenses paid to third parties by such Seller in connection therewith. Seller shall also authorize, and shall cause Chartwell to authorize, as applicable, authorize any attorneys who have represented Seller or Chartwell, as applicable, in material litigation pertaining to or affecting the Property to respond, at Buyer’s 's expense, to inquiries from Buyer’s 's representatives, attorneys and independent accounting firm. Seller shall also provide and/or shall cause Chartwell, as applicable, to provide to Buyer’s independent accounting firm a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Property.

Compliance with SEC Reporting Requirements. For a period of time commencing on the date of this Agreement and continuing through the first anniversary of the Closing Date, Seller shall, or Owners shall cause Chartwellthe Manager, as if applicable, from time to time, upon reasonable advance written notice from BuyerCompany, and at Buyer’s Company's sole cost and expense, provide Buyer Company and its representatives with reasonable access to all of Seller’s Owners' information and documentation relating to the PropertyAcquired Interests, Acquired Companies and Properties, provided the same shall then be in Owner's (or an Affiliate of Owner's) possession pertaining to the period from January 1, 2000 through the Closing Date, which information is relevant and reasonably necessary, in the reasonable opinion of the outside accountants of BuyerCompany, to enable Buyer Company and Buyer’s Company's outside accountants to file financial statements, pro formas and any and all other information in compliance (at Buyer’s Company's cost) with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the SEC; (b) any other rule issued by the SEC and applicable to Buyer Company or its subsidiaries; and (c) any registration statement, 424(b) prospectus, report or disclosure statement filed with the SEC by or on behalf of BuyerCompany. Seller Owners shall reasonably cooperate with Buyer, at the cost of the Buyer, Company to cause any SEC audit requirements to be completed and delivered to Buyer Company within a reasonable time period to insure that all SEC filing requirements are met, and Company shall reimburse Owners for all reasonable out-of-pocket, third-party costs and expenses paid to third parties by Owners in connection therewith. Seller Owners shall also authorize, authorize and shall cause Chartwell to authorizethe Manager, as applicable, to authorize any attorneys who have represented Seller Owners, the Partnerships or Chartwellthe Manager, as applicable, in material litigation pertaining to or affecting the Property Acquired Equity Interests, Properties or Partnerships to respond, at Buyer’s Company's expense, to inquiries from Buyer’s representatives, attorneys Company's representatives and independent accounting firm. Seller Owners shall also provide and/or shall cause Chartwellthe Manager, as applicable, to provide to Buyer’s Company's independent accounting firm a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the PropertyAcquired Equity Interests, Partnerships and Properties.

Compliance with SEC Reporting Requirements. For a period of time commencing on the date of this Agreement and continuing through the first anniversary of the Closing Date, Seller shall, or Owners shall cause Chartwellthe Manager, as if applicable, from time to time, upon reasonable advance written notice from BuyerCompany, and at BuyerCompany’s sole cost and expense, provide Buyer Company and its representatives with reasonable access to all of Seller’s Owners’ information and documentation relating to the PropertyAcquired Interests, Acquired Companies and Properties, provided the same shall then be in Owner’s (or an Affiliate of Owner’s) possession pertaining to the period from January 1, 2000 through the Closing Date, which information is relevant and reasonably necessary, in the reasonable opinion of the outside accountants of BuyerCompany, to enable Buyer Company and BuyerCompany’s outside accountants to file financial statements, pro formas and any and all other information in compliance (at BuyerCompany’s cost) with any or all of (a) Rule 3-05 3‑05 or 3-14 3‑14 of Regulation S-X S‑X of the SEC; (b) any other rule issued by the SEC and applicable to Buyer Company or its subsidiaries; and (c) any registration statement, 424(b) prospectus, report or disclosure statement filed with the SEC by or on behalf of BuyerCompany. Seller Owners shall reasonably cooperate with Buyer, at the cost of the Buyer, Company to cause any SEC audit requirements to be completed and delivered to Buyer Company within a reasonable time period to insure that all SEC filing requirements are met, and Company shall reimburse Owners for all reasonable out-of-pocket, third-party costs and expenses paid to third parties by Owners in connection therewith. Seller Owners shall also authorize, authorize and shall cause Chartwell to authorizethe Manager, as applicable, to authorize any attorneys who have represented Seller Owners, the Partnerships or Chartwellthe Manager, as applicable, in material litigation pertaining to or affecting the Property Acquired Equity Interests, Properties or Partnerships to respond, at BuyerCompany’s expense, to inquiries from BuyerCompany’s representatives, attorneys representatives and independent accounting firm. Seller Owners shall also provide and/or shall cause Chartwellthe Manager, as applicable, to provide to BuyerCompany’s independent accounting firm a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the PropertyAcquired Equity Interests, Partnerships and Properties.

Compliance with SEC Reporting Requirements. For a period of time commencing on the date of this Agreement and continuing through the first anniversary of the Closing Date, Seller shall, or shall cause ChartwellSeller's property manager (the "Property Manager"), as applicable, from time to time, upon reasonable advance written notice from Buyer, and at Buyer’s 's sole cost and expense, provide Buyer and its representatives with reasonable access to all of Seller’s 's information and documentation relating to the Property, provided the same shall then be in Seller's (or a representative or affiliate of Seller's) possession, which information is relevant and reasonably necessary, in the reasonable opinion of the outside accountants of Buyer, to enable Buyer and Buyer’s 's outside accountants to file financial statements, pro formas and any and all other information in compliance (at Buyer’s 's cost) with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the SEC; (b) any other rule issued by the SEC and applicable to Buyer or its subsidiaries; and (c) any registration statement, 424(b) prospectus, report or disclosure statement filed with the SEC by or on behalf of Buyer. Seller shall reasonably cooperate with Buyer, at the cost of the Buyer, Buyer to cause any SEC audit requirements to be completed and delivered to Buyer within a reasonable time period to insure that all SEC filing requirements are met, and Buyer shall reimburse Seller for all reasonable out-of-pocket, third-party costs and expenses paid to third parties by Seller in connection therewith. Seller shall also authorize, and shall cause Chartwell the Property Manager to authorize, as applicable, any attorneys who have represented Seller or Chartwellthe Property Manager, as applicable, in material outstanding litigation pertaining to or affecting the Property to respond, at Buyer’s 's expense, to inquiries from Buyer’s 's representatives, attorneys and independent accounting firm. Seller shall also provide and/or shall cause Chartwellthe Property Manager, as applicable, to provide to Buyer’s 's independent accounting firm a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Property.

Compliance with SEC Reporting Requirements. For a period of time commencing on the date Effective Date and continuing until the earlier of the termination of this Agreement and continuing through or the first anniversary of the Closing Date, Seller shall, or shall cause Chartwell, as applicable, from time to time, upon reasonable advance written notice from Buyerprovide, and shall direct its accountants to provide, at Buyer’s sole cost and expense, provide Buyer and its representatives with reasonable access to all of Seller’s information and documentation relating to the Property, which information is relevant and reasonably necessary, in the reasonable opinion of the outside accountants of selected by Buyer, to enable Buyer and Buyer’s outside accountants to prepare and file financial statements, pro formas and any and all other information in compliance (at Buyer’s cost) with any or all of of: (a) Rule 3-05 or 3-14 of Regulation S-X of the SEC; and (b) any other rule issued by the SEC and applicable to Buyer or its subsidiaries; and (c) any registration statement, 424(b) prospectus, report or disclosure statement filed with the SEC by or on behalf of Buyer. Seller shall reasonably cooperate with Buyer, at the cost of the Buyer’s cost, to cause any SEC audit requirements to be completed and delivered to Buyer within a reasonable time period to insure ensure that all SEC filing requirements are met. Seller shall also authorize, and shall cause Chartwell to authorize, as applicable, any attorneys who have represented Seller or Chartwell, as applicable, in material litigation pertaining to or affecting the Property to respond, at Buyer’s expense, to inquiries from Buyer’s representatives, attorneys and independent accounting firm. Seller shall also provide and/or shall cause Chartwellits accountants, as applicable, to provide to Buyer’s independent accounting firm outside accountants an engagement letter (with cost to be borne by Buyer), and a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Property.. This Section 7.7 shall survive the Closing

Compliance with SEC Reporting Requirements. For a period of time commencing on the date of this Agreement and continuing through the first anniversary of the Closing Date, Seller Sellers shall, or shall cause ChartwellSellers’ property manager (the "Property Manager"), as applicable, from time to time, upon reasonable advance written notice from Buyer, and at Buyer’s 's sole cost and expense, provide Buyer and its representatives with reasonable access to all of Seller’s Sellers’ information and documentation relating to the Property, provided the same shall then be in Sellers’ (or a representative or affiliate of Sellers’) possession, which information is relevant and reasonably necessary, in the reasonable opinion of the outside accountants of Buyer, to enable Buyer and Buyer’s 's outside accountants to file financial statements, pro formas and any and all other information in compliance (at Buyer’s 's cost) with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the SEC; (b) any other rule issued by the SEC and applicable to Buyer or its subsidiaries; and (c) any registration statement, 424(b) prospectus, report or disclosure statement filed with the SEC by or on behalf of Buyer. Seller Sellers shall reasonably cooperate with Buyer, at the cost of the Buyer, Buyer to cause any SEC audit requirements to be completed and delivered to Buyer within a reasonable time period to insure that all SEC filing requirements are met, and Buyer shall reimburse Sellers for all reasonable out-of-pocket, third-party costs and expenses paid to third parties by Sellers in connection therewith. Seller Sellers shall also authorize, and shall cause Chartwell the Property Manager to authorize, as applicable, any attorneys who have represented Seller Sellers or Chartwellthe Property Manager, as applicable, in material litigation pertaining to or affecting the Property to respond, at Buyer’s 's expense, to inquiries from Buyer’s 's representatives, attorneys and independent accounting firm. Seller Sellers shall also provide and/or shall cause Chartwellthe Property Manager, as applicable, to provide to Buyer’s 's independent accounting firm firm, a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Property.