Cooperation with Purchaser’s Auditors and SEC Filing Requirements Sample Clauses

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. A. From the date of this Agreement through and including seventy five (75) days after the last Closing Date, Seller shall provide to Purchaser (at Purchaser’s expense) copies of, or shall provide Purchaser access to, the books and records with respect to the ownership, management, maintenance and operation of the Property and shall furnish Purchaser with such additional information concerning the same as Purchaser shall reasonably request and which is in the possession or control of Seller, or any of its affiliates, agents, or accountants, to enable Purchaser (or Strategic Storage Trust II, Inc., a Maryland corporation and/or Strategic Storage Growth Trust, Inc, a Maryland corporation or their respective affiliates), to file its or their Form 8-K, if, as and when such filing may be required by the Securities and Exchange Commission (“SEC”). At Purchaser’s sole cost and expense, Seller shall allow Purchaser’s auditor (CohnReznick LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the calendar year prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser’s auditor a letter of representation substantially in the form attached hereto as Exhibit “I”, and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Purchaser or its auditor may audit Seller’s operating statements of the Property, at Purchaser’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser to make any required filings with the SEC or other governmental authority; provided, however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Seller, or its agents and accountants, at no cost to Seller, and in the format that Seller (or its affiliates, agents or accountants) have maintained such information, and (iii) Seller and Purchaser acknowledge and agree that the letter of representation to be delivered...
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Cooperation with Purchaser’s Auditors and SEC Filing Requirements. Seller shall provide to Purchaser (at Purchaser’s sole expense) copies of, or shall provide Purchaser access to, such factual information as may be reasonably requested by Purchaser, or its accountants, and in the possession or control of Seller, or its accountants (and will request its property manager as of the date of Closing to provide such information), and which is necessary to enable Purchaser (or HPI and/or its Affiliates) to file its or their Forms 8-K, 10-Q or 10-K if, as and when such filing may be required by the SEC. Purchaser 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 Purchaser to Seller under this Section 15.25 shall survive the termination of this Agreement for any reason.
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Cooperation with Purchaser’s Auditors and SEC Filing Requirements. Seller acknowledges that subsequent to Closing, Purchaser may need to conduct an audit of operating records for the Property for the two (2) calendar years immediately prior to the year in which the Closing occurs and for the portion of calendar year 2004 that Seller owned the Property in order for Purchaser (or Xxxxx Operating Partnership, L.P. or Xxxxx Real Estate Investment Trust, Inc.) to file its (or their) Form 8-K required by the Securities and Exchange Commission. Seller agrees to reasonably cooperate with Purchaser or Purchaser’s auditor, without Seller incurring any additional costs, and make available for review any information relating to the Property that was not previously delivered to Purchaser that is necessary for such audit, to the extent such information is in the possession of Seller and in the format that Seller has maintained such information. In addition, upon written request by Purchaser, Seller agrees to provide to Purchaser’s auditor a letter of representation in the form attached hereto as Exhibit O.
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Cooperation with Purchaser’s Auditors and SEC Filing Requirements. Seller shall, at no material cost to Seller, reasonably cooperate with Purchaser to provide Purchaser access to such factual information concerning the operation of the Property as may be reasonably requested by Purchaser, and in the possession or reasonable control of Seller, or its property manager or accountants, to enable Purchaser or its affiliates to prepare audited financial statements as may be required by the Securities and Exchange Commission. At Purchaser’s sole cost and expense, Seller shall allow Purchaser’s auditor (Ernst & Young LLP or any successor auditor selected by Purchaser) to conduct an audit of the statement of revenue and expenses of the Property for calendar years 2009 and 2010, and shall cooperate (at no material cost to Seller) with Purchaser’s auditor in the conduct of such audit and review. Purchaser acknowledges that nothing contained in this Section 12.4 shall be construed to require Seller to make copies of any books or records for Purchaser or its auditors or to make books and records available for inspection other than in the location where such books and records are normally kept by Seller.
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Cooperation with Purchaser’s Auditors and SEC Filing Requirements. Upon reasonable prior written notice to Seller, Seller shall, at no cost to Seller, reasonably cooperate with Purchaser to provide Purchaser access to such factual information concerning the operation of the Property as may be reasonably requested by Purchaser, and in the possession or control of Seller, or its property manager or accountants, to enable Purchaser or its affiliates to prepare audited financial statements as may be required by the Securities and Exchange Commission (“SEC”). Upon reasonable prior written notice to Seller and on other terms reasonably acceptable to Seller, at Purchaser’s sole cost and expense, Seller shall allow Purchaser’s auditor (Ernst & Young LLP or any successor auditor selected by Purchaser) to conduct an audit of the statement of revenue and expenses of the Property and shall reasonably cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such audit and review, and, if required by Purchaser’s auditor, in connection with such audit and review, deliver to Purchaser’s auditor a representation letter in the form attached hereto as Exhibit M with respect to the period of time during which Seller owned the Property in calendar years 2009 and 2010. The obligations of Seller under this Section 12.20 shall survive the Closing for a period of six (6) months after the last day of the calendar year in which Closing occurred.
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Cooperation with Purchaser’s Auditors and SEC Filing Requirements. For a period of twelve (12) months following the Closing, Seller shall provide to Purchaser (at Seller's sole cost and expense) copies of, or shall provide Purchaser access to, factual information as may be reasonably requested by Purchaser, and in the possession or control of Seller, or its property manager or accountants, to enable Purchaser's auditor (Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit required under Section 3-14 of Regulation S-X as promulgated by the Securities and Exchange Commission. Notwithstanding anything contained herein, (x) Purchaser shall be responsible for all costs and expenses associated with this audit, (y) Seller shall reasonably cooperate (at no cost to Seller) with Purchaser's auditor in the conduct of such audit, and (z) in no event shall Seller or its Affiliates incur any liability whatsoever in connection with such audit or be required to provide any certifications or statements in connection therewith. This provision shall survive closing for a period of twelve (12) months.
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Cooperation with Purchaser’s Auditors and SEC Filing Requirements. For a period of one (1) year commencing at the Closing (the “Cooperation Period”), Seller shall provide to Purchaser (at Purchaser’s expense) copies of, or shall provide Purchaser access to, such factual information as may be reasonably requested by Purchaser, and in the possession or control of Seller, or its property manager or accountants, to enable Purchaser’s auditor (Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year to date of the year in which the Closing occurs plus up to one (1) additional prior calendar year. Purchaser shall be responsible for all out-of-pocket costs associated with this audit. During the Cooperation Period, Seller shall cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such audit. This provision shall survive Closing for one (1) year. Any materials, income statements or other information provided by Seller in accordance with this paragraph are provided to Purchaser without warranty, representation, or guaranty of any kind whatsoever, including, without limitation, as to the accuracy, truthfulness or completeness thereof.
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Cooperation with Purchaser’s Auditors and SEC Filing Requirements. 35 Schedules
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Cooperation with Purchaser’s Auditors and SEC Filing Requirements. Seller agrees to reasonably cooperate with Purchaser after Closing in connection with Purchaser’s preparation and delivery of an audit letter and credit statements required by SEC Regulation SX3-14, including making Seller’s non-confidential books and records relating to the Premises available to Purchaser for inspection, copying and audit by Purchaser’s representatives at Purchaser’s expense, provided (i) Seller shall have no obligation to execute any document or provide any indemnity to Purchaser or any other party in connection with the preparation and delivery of such audit letter and credit statements or otherwise in connection with its cooperation under this Paragraph, (ii) Seller shall incur no cost (other than de minimis) or liability in connection with its cooperation under this Paragraph and (iii) Seller shall have no obligation to prepare any new reports, books, records or documentation of any kind in connection with its cooperation under this Paragraph. The first sentence of this Section 13.21 shall survive Closing for six (6) months. Purchaser 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 under this Section 13.21 or any information provided by Seller pursuant to this Section 13.21, except to the extent any such claims, liability, expenses, losses and damages are due to Seller’s commission of fraud in connection with its cooperation under this Section 13.21. The indemnity obligations of Purchaser to Seller under this Section 13.21 shall survive the termination of this Contract for any reason, and this indemnity obligation of Purchaser shall survive the closing of this transaction.
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Related to Cooperation with Purchaser’s Auditors and SEC Filing Requirements

  • Audit Reports; Management Letters; Recommendations Promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them.

  • Financial Reports and SEC Documents (i) Its Annual Reports on Form 10- K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "SEC Documents"), with the SEC, as of the date filed (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

  • SEC Filings and Press Releases To Agent and Lenders, promptly upon their becoming available, copies of: (i) all Financial Statements, reports, notices and proxy statements made publicly available by any Credit Party to its security holders; (ii) all regular and periodic reports and all registration statements and prospectuses, if any, filed by any Credit Party with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority; and (iii) all press releases and other statements made available by any Credit Party to the public concerning material changes or developments in the business of any such Person.

  • SEC Filings; Financial Statements; Information Provided (a) The Company has provided to the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

  • Regulatory Agreements List any exceptions to the representation and warranty in Section 2.19

  • Delivery of SEC Filings; Business The Company has made available to the Investor through the XXXXX system, true and complete copies of the Company’s most recent Annual Report on Form 10-K for its last fiscal year (the “10-K”), and all other reports filed by the Company pursuant to the 1934 Act since the filing of the 10-K and prior to the date hereof (collectively, the “SEC Filings”). The SEC Filings are the only filings required of the Company pursuant to the 1934 Act for such period. The Company and its Subsidiaries are engaged in all material respects only in the business described in the SEC Filings and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and its Subsidiaries, taken as a whole.

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