Common use of Compliance with SEC Reporting Requirements Clause in Contracts

Compliance with SEC Reporting Requirements. Seller shall make all books and records applicable to the Property available for Buyer’s review. To the knowledge, information and belief of Seller, all financial records, except for proformas and any other documents which were prepared to reflect reasonably expected future performance of the Hotel, fairly represent, in all material respects, the financial condition, results of operations and cash flow of Seller as of their respective dates and for the respective periods covered thereby. Buyer acknowledges that some of the properties which comprise the Hotel and the Other 3 Properties are of recent construction, and therefore, financial records for said recently constructed properties are limited to said period. Further, all financial records for the Property are generated and maintained internally and are located at Seller’s office at 0000 Xxxxxxx Xxxxxx, Greensboro, North Carolina 27407. With that caveat of Seller’s representation and warranty as to the Property’s financial records, at any time prior to the termination of this Agreement, Seller shall, (at Buyer’s sole expense) provide Buyer access to all financial statements and to such factual information as may be reasonably requested by Buyer, or its accountants, and in the possession or control of Seller, or its accountants and which is (a) necessary to enable Buyer to file its or their Forms 8-K, 10-Q or 10-K, if and when such filings may be required by the Securities and Exchange Commission (“SEC”) and, (b) necessary, or, in Buyer’s reasonable judgment, useful, to enable Buyer to file registration statements with the SEC or to prepare private placement memorandums for investors. Buyer hereby releases and agrees to indemnify, defend and hold Seller, its affiliates, agents, employees, and partners, harmless from and against any claims, liability, expenses (including without limitation reasonable attorneys’ fees), losses and damages arising out of Seller’s cooperation hereunder or any information provided by Seller pursuant hereto; provided, however, that this indemnity shall not apply to the extent such liability is caused by the gross negligence or willful misconduct of Seller. The indemnity obligations of Buyer to Seller under this Section 7(l) shall survive the termination of this Agreement for any reason, and such surviving obligations shall be part of Buyer’s Continuing Obligations.

Compliance with SEC Reporting Requirements. Seller shall make all books For a period of time commencing on the date of this Agreement and records applicable to continuing through the Property available for Buyer’s review. To the knowledge, information and belief of Seller, all financial records, except for proformas and any other documents which were prepared to reflect reasonably expected future performance first anniversary of the Hotel, fairly represent, in all material respects, the financial condition, results of operations and cash flow of Seller as of their respective dates and for the respective periods covered thereby. Buyer acknowledges that some of the properties which comprise the Hotel and the Other 3 Properties are of recent construction, and therefore, financial records for said recently constructed properties are limited to said period. Further, all financial records for the Property are generated and maintained internally and are located at Seller’s office at 0000 Xxxxxxx Xxxxxx, Greensboro, North Carolina 27407. With that caveat of Seller’s representation and warranty as to the Property’s financial records, at any time prior to the termination of this AgreementClosing Date, Seller shall, or shall cause Seller’s property manager (the “Property Manager”), as applicable, from time-to-time, upon reasonable advance written notice from Purchaser, and at BuyerPurchaser’s sole cost and expense) , provide Buyer Purchaser and its representatives with reasonable access to all financial statements of Seller’s information and documentation relating to such factual the Property, provided the same shall then be in Seller’s (or a representative or affiliate of Seller’s) possession, which information as may be is relevant and reasonably requested by Buyernecessary, or its accountants, and in the possession or control opinion of Sellerthe outside accountants of Purchaser, or its to enable Purchaser and Purchaser’s outside accountants to file financial statements, pro formas and which is any and all other information in compliance (at Purchaser’s cost) with any and all of (a) necessary to enable Buyer to file its Rule 3-5 or their Forms 83-K, 1014 of Regulation S-Q or 10-K, if and when such filings may be required by X of the Securities and Exchange Commission (“SEC”) and, ; (b) necessaryany other rule issued by the SEC and applicable to Purchaser or its subsidiaries; and (c) any registration statement, or424(b) prospectus, in Buyer’s reasonable judgment, useful, to enable Buyer to file registration statements report or disclosure statement filed with the SEC by or on behalf of Purchaser. Seller shall reasonably cooperate with Purchaser to prepare private placement memorandums for investors. Buyer hereby releases cause any SEC audit requirements to be completed and agrees delivered to indemnify, defend and hold Seller, its affiliates, agents, employeesPurchaser within a reasonable time period to insure that all SEC filing requirements are met, and partnersPurchaser shall reimburse Seller for all reasonable out-of-pocket, harmless from third-party costs and against any claims, liability, expenses (including without limitation reasonable attorneys’ fees), losses and damages arising out of Seller’s cooperation hereunder or any information provided paid to third parties by Seller pursuant hereto; providedin connection therewith. Seller shall also authorize, howeverand shall cause the Property Manager to authorize, that this indemnity as applicable any attorneys who have represented Seller or the Property Manager, as applicable, in material litigation pertaining to or affecting the Property to respond, at Purchaser’s expense, to inquiries from Purchaser’s representatives, attorneys and independent accounting firm. Seller shall not apply also provide and/or shall cause the Property Manager, as applicable, to provide to Purchaser’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 extent such liability is caused by the gross negligence or willful misconduct of Seller. The indemnity obligations of Buyer to Seller under this Section 7(l) shall survive the termination of this Agreement for any reason, and such surviving obligations shall be part of Buyer’s Continuing ObligationsProperty.

Compliance with SEC Reporting Requirements. Seller For a period of time commencing on the date of this Agreement and continuing through the first anniversary of the Closing Date, Sellers shall make cause the Manager, if applicable, from time to time, upon reasonable advance written notice from Purchaser sole cost and expense, provide Purchaser and its representatives with reasonable access to all books of Sellers' information and records applicable documentation relating to the Property available for Buyer’s review. To the knowledgeHdC Interests, information Acquired Entities and belief of Seller, all financial records, except for proformas and any other documents which were prepared to reflect reasonably expected future performance of the Hotel, fairly representprovided the same shall then be in Sellers' (or an Affiliate of Sellers') possession, which information is relevant and reasonably necessary, in all material respects, the financial condition, results of operations and cash flow of Seller as of their respective dates and for the respective periods covered thereby. Buyer acknowledges that some opinion of the properties which comprise the Hotel outside accountants of Purchaser, to enable Purchaser and the Other 3 Properties are Purchaser’s outside accountants to file financial statements, pro formas and any and all other information in compliance with any or all of recent construction, and therefore, financial records for said recently constructed properties are limited to said period. Further, all financial records for the Property are generated and maintained internally and are located at Seller’s office at 0000 Xxxxxxx Xxxxxx, Greensboro, North Carolina 27407. With that caveat of Seller’s representation and warranty as to the Property’s financial records, at any time prior to the termination of this Agreement, Seller shall, (at Buyer’s sole expense) provide Buyer access to all financial statements and to such factual information as may be reasonably requested by Buyer, or its accountants, and in the possession or control of Seller, or its accountants and which is (a) necessary to enable Buyer to file its Rule 3-05 or their Forms 83-K, 1014 of Regulation S-Q or 10-K, if and when such filings may be required by X of the Securities and Exchange Commission (“SEC”) and, ; (b) necessaryany other rule issued by the SEC and applicable to Purchaser or its parent companies; and (c) any registration statement, or424(b) prospectus, in Buyer’s reasonable judgment, useful, to enable Buyer to file registration statements report or disclosure statement filed with the SEC by or on behalf of Purchaser. Sellers shall reasonably cooperate with Purchaser, at no cost or expense to prepare private placement memorandums for investors. Buyer hereby releases Sellers, to cause any SEC audit requirements to be completed and agrees delivered to indemnify, defend and hold Seller, its affiliates, agents, employeesPurchaser within a reasonable time period to insure that all SEC filing requirements are met, and partnersPurchaser shall reimburse Sellers for all out-of-pocket costs and expenses paid to third parties by Sellers in connection therewith. Sellers shall also authorize and shall cause the Manager, harmless as applicable, to authorize any attorneys who have represented Sellers, the Partnerships or the Manager, as applicable in material litigation pertaining to or affecting the acquired Entities or the Hotel to respond, at Purchaser’s expense, to inquiries from Purchaser’s representatives and against any claims, liability, expenses (including without limitation reasonable attorneys’ fees), losses and damages arising out of Seller’s cooperation hereunder or any information provided by Seller pursuant heretoindependent accounting firm; provided, however, that this indemnity the foregoing shall not apply be deemed to constitute a waiver of the extent such liability is caused by attorney-client privilege; and provided further, that the gross negligence Sellers shall have the right to have their representatives present at any meeting (whether telephonic or willful misconduct of Seller. The indemnity obligations of Buyer to Seller under this Section 7(lin person) shall survive involving the termination of this Agreement for any reason, Sellers' attorneys and such surviving obligations shall be part of Buyer’s Continuing ObligationsPurchaser.