Cooperation with S-X 3-14 Audit. Seller acknowledges that that it is Buyer’s intention that the ultimate acquirer of the Property will be affiliated with a publicly registered company (“Registered Company”). Seller acknowledges that it has been advised that if such acquirer is affiliated with a Registered Company, such Registered Company (and such acquirer) are required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Buyer and Registered Company in preparing the SEC Filings, Seller covenants and agrees no later than five (5) Business Days after the Effective Date, Seller shall provide Buyer and the Registered Company with the following information (to the extent such items are not duplicative of items contained in the Property Information): (i) access to bank statements for the Audited Year and Stub Period; (ii) rent roll as of the end of the Audited Year and Stub Period; (iii) operating statements for the Audited Year and Stub Period; (iv) access to the general ledger for the Audited Year and Stub Period; (v) cash receipts schedule for each month in the Audited Year and Stub Period; (vi) access to invoice for expenses and capital improvements in the Audited Year and Stub Period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and Stub Period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and Stub Period and (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five (5) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in the form attached hereto as Exhibit “G”; (2) a signed audit request letter in the form attached hereto as Exhibit “H”; and (3) a signed audit response letter from Seller’s attorney using the American Bar Association promulgated form. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested by Buyer.
Appears in 2 contracts
Samples: Real Estate Purchase Agreement (Griffin-American Healthcare REIT III, Inc.), Real Estate Purchase Agreement (Griffin-American Healthcare REIT III, Inc.)
Cooperation with S-X 3-14 Audit. Seller acknowledges that that it is Buyer’s intention Buyer shall have the right to assign all of its rights, title and interest in and to this Agreement and that the ultimate acquirer of the Property will assignee may be affiliated with a publicly registered company (“Registered Company”)) promoted by the Buyer. The Seller acknowledges that it has been advised that if such acquirer the Buyer is affiliated with a Registered Company, such Registered Company (and such acquirer) are the assignee is required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate related to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub PeriodAudited Year”) for the Property. To assist Buyer and Registered Company the assignee in preparing the SEC Filings, the Seller covenants and agrees no later than five (5) Business Days after to provide the Effective Date, Seller shall provide Buyer and the Registered Company assignee with the following information following:
(to the extent such items are not duplicative of items contained in the Property Information): (ia) access Access to bank statements for the Audited Year and Stub Period; year;
(iib) rent roll Rent Roll as of the end of the Audited Year and Stub Period; Year;
(iiic) operating statements Operating Statements for the Audited Year and Stub Period; Year;
(ivd) access Access to the general ledger for the Audited Year and Stub Period; Year;
(ve) cash Cash receipts schedule for each month in the Audited Year and Stub Period; Year;
(vif) access Access to invoice for expenses and capital improvements in the Audited Year and Stub Period; Year;
(viig) accounts Accounts payable ledger and accrued expense reconciliations; ;
(viiih) check Check register for the 3-months following the Audited Year and Stub Period; Year;
(ixi) all leases Leases and 5-year lease schedules; ;
(xj) copies Copies of all insurance documentation for the Audited Year and Stub Period and Year;
(xik) copies Copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five Year; and
(5l) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed An original audit representation letter in the form attached hereto as Exhibit “G”; (2) a signed audit request letter in F executed by Seller. The provisions of this Section 25 shall survive the form attached hereto as Exhibit “H”; and (3) a signed audit response letter from Seller’s attorney using the American Bar Association promulgated form. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested by BuyerClose of Escrow.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)
Cooperation with S-X 3-14 Audit. The Seller acknowledges that that it is Buyer’s intention Buyer intends to assign all of its rights, title and interest in and to this Agreement and that the ultimate acquirer of the Property will assignee(s) may be affiliated with a publicly registered company (“Registered Company”)) promoted by the Buyer. The Seller acknowledges that it has been advised that if such acquirer is the assignee(s) is/are affiliated with a Registered Company, such Registered Company (and such acquirerthe assignee(s) are may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate include financial information for the Property (the “Financial Information”) that relates to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for of the Property. In the event the assignee concludes that it requires audited financial statements for the Property for the Audited Year and Stub Period, the assignee shall notify Seller with a detailed memorandum from its outside attorneys setting forth the reason Financial Information is necessary. To assist Buyer and Registered Company the assignee in preparing Financial Information, the SEC Filings, Seller covenants and agrees no later than five (5) Business Days after to use reasonable commercial efforts to provide the Effective Date, Seller shall provide Buyer and the Registered Company assignee with the following information (materials relating to the extent such items are not duplicative of items contained in the Property Information): Property: (i) access to bank statements for the Audited Year and Stub Period; (ii) rent roll as of the end of the Audited Year and Stub Period; (iii) operating statements for the Audited Year and Stub Period; (iv) access to the general ledger for the Audited Year and Stub Period; (v) cash receipts schedule for each month in the Audited Year and Stub Period; (vi) access to invoice invoices for expenses and capital improvements in the Audited Year and Stub Period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and Stub Period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and Stub Period and Period; (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five ; (5) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1xii) a signed representation letter in the form attached hereto as Exhibit “GF”; , and (2xiii) to the extent necessary a signed audit request letter in the form attached hereto as Exhibit “HG”; provided, however, the sole responsibility of Seller with regard to (xiii) shall be to send the written request in the form attached as Exhibit “G” to its attorneys and Seller shall have no responsibility for the content of any response; and further provided, however, the foregoing provision shall not relieve Seller of any responsibility to reimburse Buyer as set forth in Section 5.4.11 above (if applicable), nor shall it relieve Seller of liability hereunder for a breach of any of its representations or warranties set forth in this Agreement. Notwithstanding anything contained in the foregoing to the contrary, (A) with respect to items (i) through (xi) above, Seller shall only be required to provide such items to the extent that Seller maintains same in the ordinary course of its business, and (3B) Seller shall not be required to incur any out of pocket cost or expense in complying with the requirements of this Section 9.20, and Buyer shall reimburse Seller for its costs and expenses in providing any information (including without limitation, photocopy costs and the reasonable fees and expenses of its attorneys, accountants or other professional advisors). Buyer and assignee each acknowledge and agree that any material provided by Seller pursuant to this Section 9.20 shall not be a signed audit response letter representation or warranty for any purpose of this Agreement and that such material is being supplied by Seller solely for the limited purposes for which it is intended to be used as set forth in this Section 9.20. Furthermore, Buyer and its assignee acknowledge and agree that Seller shall have no liability for any financial statement or SEC Filing prepared by Buyer or its assignee from Seller’s attorney using the American Bar Association promulgated form. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested by Buyerany such material.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (Griffin-American Healthcare REIT IV, Inc.)
Cooperation with S-X 3-14 Audit. Seller acknowledges that that it is Buyer’s intention Buyer shall have the right to assign all of its rights, title and interest in and to this Agreement and that the ultimate acquirer of the Property will assignee may be affiliated with a publicly registered company (“Registered Company”)) promoted by the Buyer. The Seller acknowledges that it has been advised that if such acquirer the Buyer is affiliated with a Registered Company, such Registered Company (and such acquirer) are the assignee is required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate related to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub PeriodAudited Year”) for the Property. To assist Buyer and Registered Company the assignee in preparing the SEC Filings, the Seller covenants and agrees no later than five (5) Business Days after to provide the Effective Date, Seller shall provide Buyer and the Registered Company assignee with the following information following:
(to the extent such items are not duplicative of items contained in the Property Information): (ia) access Access to bank statements for the Audited Year and Stub Period; year;
(iib) rent roll Rent Roll as of the end of the Audited Year and Stub Period; Year;
(iiic) operating statements Operating Statements for the Audited Year and Stub Period; Year;
(ivd) access Access to the general ledger for the Audited Year and Stub Period; Year;
(ve) cash Cash receipts schedule for each month in the Audited Year and Stub Period; Year;
(vif) access Access to invoice for expenses and capital improvements in the Audited Year and Stub Period; Year;
(viig) accounts Accounts payable ledger and accrued expense reconciliations; ;
(viiih) check Check register for the 3-months following the Audited Year and Stub Period; Year;
(ixi) all leases Leases and 5-year lease schedules; ;
(xj) copies Copies of all insurance documentation for the Audited Year and Stub Period and Year;
(xik) copies Copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five Year; and
(5l) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed Signed audit representation letter substantially in the form attached hereto as Exhibit “G”; (2) a signed audit request letter in H executed by Seller. The provisions of this Section 15 shall survive the form attached hereto as Exhibit “H”; and (3) a signed audit response letter from Seller’s attorney using the American Bar Association promulgated form. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested by BuyerClose of Escrow.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)
Cooperation with S-X 3-14 Audit. The Seller acknowledges that that it is Buyer’s intention that the ultimate acquirer of the Property will be affiliated with a publicly registered company (“Registered Company”). The Seller acknowledges that it has been advised that if such RP / DP Initials acquirer is affiliated with a Registered Company, such Registered Company (and such acquirer) are required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Buyer and Registered Company in preparing the SEC Filings, the Seller covenants and agrees no later than five (5) Business Days after the Effective Date, Seller shall provide Buyer and the Registered Company with the following information (to the extent such items are not duplicative of items contained in the Property Information): (i) access to bank statements for the Audited Year and Stub Period; (ii) rent roll as of the end of the Audited Year and Stub Period; (iii) operating statements for the Audited Year and Stub Period; (iv) access to the general ledger for the Audited Year and Stub Period; (v) cash receipts schedule for each month in the Audited Year and Stub Period; (vi) access to invoice for expenses and capital improvements in the Audited Year and Stub Period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and Stub Period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and Stub Period and (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five (5) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in the form attached hereto as Exhibit “G”; (2) a signed audit request letter in the form attached hereto as Exhibit “H”; and (3) a signed audit response letter from Seller’s attorney using in the American Bar Association promulgated formform attached hereto as Exhibit “I”. Buyer acknowledges that Seller also does not have audited financial statements. Buyer agrees that it will only require Seller to reasonably cooperate with Buyer to obtain a comfort letter, as may be audit its financials if such audit is requested by Buyerthe Securities and Exchange Commission, and Buyer will pay the actual expenses associated with such audit of Seller’s financials.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (Griffin-American Healthcare REIT III, Inc.)
Cooperation with S-X 3-14 Audit. The Seller acknowledges that that it is Buyer’s intention that the ultimate acquirer of the Property will be affiliated with a publicly registered company (“Registered Company”). The Seller acknowledges that it has been advised that if such acquirer is affiliated with a Registered Company, such Registered Company (and such acquirer) are required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Buyer and Registered Company in preparing the SEC Filings, the Seller covenants and agrees no later than five (5) Business Days after the Effective Date, Seller shall provide Buyer and the Registered Company with the following information (to the extent such items are not duplicative of items contained in the Property Information): (i) access to bank statements for the Audited Year and Stub Period; (ii) rent roll as of the end of the Audited Year and Stub Period; (iii) operating statements for the Audited Year and Stub Period; (iv) access to the general ledger for the Audited Year and Stub Period; (v) cash receipts schedule for each month in the Audited Year and Stub Period; (vi) access to invoice for expenses and capital improvements in the Audited Year and Stub Period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and Stub Period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and Stub Period and (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five (5) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in the form attached hereto as Exhibit “G”; (2) a signed audit request letter in the form attached hereto as Exhibit “H”; and (3) a signed audit response letter from Seller’s attorney using in the American Bar Association promulgated formform attached hereto as Exhibit “I”. In the event Buyer’s auditors are required to produce a comfort letter and the auditors require supporting financial documentation for such comfort letter, Seller also agrees to reasonably cooperate with to provide such documentation in response to reasonable requests for such documentation; provided, however, Seller shall only be required to produce documentation in its possession, Seller shall not be required to make any representations or warranties regarding the documentation, and Buyer to obtain a comfort letter, as may be requested by Buyershall reimburse Seller for any actually incurred out-of-pocket costs in producing such documentation.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (Griffin-American Healthcare REIT III, Inc.)
Cooperation with S-X 3-14 Audit. Seller The Contributor acknowledges that that it is BuyerAcquirer’s intention that the ultimate acquirer of the Property will be affiliated with a publicly registered company (“Registered Company”). Seller The Contributor acknowledges that it has been advised that if such acquirer is affiliated with a Registered Company, such Registered Company (and such acquirer) are required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Buyer Acquirer and Registered Company in preparing the SEC Filings, Seller covenants and the Contributor agrees no later than five thirty (530) Business Days days after the Effective Closing Date, Seller Contributor shall provide Buyer Acquirer and the Registered Company with the following information at Acquirer’s expense (to the extent such items are not duplicative of items contained in the Property InformationDisclosure Materials): (i) access to bank statements for the Audited Year and Stub Period; (ii) rent roll as of the end of the Audited Year and Stub Period; (iii) operating statements for the Audited Year and Stub Period; (iv) access to the general ledger for the Audited Year and Stub Period; (v) cash receipts schedule for each month in the Audited Year and Stub Period; (vi) access to invoice for expenses and capital improvements in the Audited Year and Stub Period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and Stub Period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and Stub Period and (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five thirty (530) Business Days prior to days after the Closing Date, Seller Xxxx X. Xxxxx, on behalf of Contributor, shall provide to BuyerAcquirer, at Acquirer’s expense: (1) a signed representation letter in substantially the form attached hereto as Exhibit “G”I” and incorporating the same limitations of Contributor’s liability as stated in Section 6 of this Agreement (with such modifications as may be required to render such letter accurate and complete); (2) a signed audit request letter substantially in the form attached hereto as Exhibit “HJ”; and (3) a signed audit response letter from SellerContributor’s attorney using the American Bar Association promulgated in customary form. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested by Buyer.
Appears in 1 contract
Cooperation with S-X 3-14 Audit. Seller acknowledges that that it Buyer is Buyer’s intention that the ultimate acquirer wholly owned subsidiary of the Property will be affiliated with a publicly registered company (“Registered Company”). Seller acknowledges ) and that it has been advised that if such acquirer is affiliated with a Registered Company, such Buyer and/or the Registered Company (and such acquirer) are is required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Periodstub period”) for the Property. To assist the Buyer and the Registered Company in preparing the SEC Filings, the Seller covenants and agrees no later than five (5) Business Days after to provide the Effective Date, Seller shall provide Buyer and the Registered Company with the following information (following, to the extent such items the same are not duplicative of items contained in the Property Information): Seller’s possession or control: (i) access to bank statements for the Audited Year year and Stub Periodstub period; (ii) rent roll as of the end of the Audited Year and Stub Periodstub period; (iii) operating statements for the Audited Year and Stub Periodstub period; (iv) access to the general ledger for the Audited Year and Stub Periodstub period; (v) cash receipts schedule for each month in the Audited Year and Stub Periodstub period; (vi) access to invoice for expenses and capital improvements in the Audited Year and Stub Periodstub period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and Stub Periodstub period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and Stub Period and stub period; (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period stub period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five stub period; (5xii) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in the form attached hereto as Exhibit “G”; Schedule 7.16.1, and (2xiv) to the extent necessary, a signed audit request letter in the form attached hereto as Exhibit “H”; and (3) a signed audit response letter from Schedule 7.16.2. Buyer shall reimburse Seller an amount not to exceed $2,500.00 for Seller’s attorney using the American Bar Association promulgated form. reasonable and documented costs and expenses, including reasonable legal fees, incurred by Seller also agrees as a result of its obligations pursuant to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested by Buyerthis Section 7.16.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
Cooperation with S-X 3-14 Audit. The Seller acknowledges that that it is Buyer’s intention Buyer intends to assign all of its rights, title and interest in and to this Agreement and that the ultimate acquirer of the Property will assignee may be affiliated with a publicly registered company (“Registered Company”)) promoted by Buyer. The Seller acknowledges that it has been advised that if such acquirer the assignee is affiliated with a Registered Company, such Registered Company (and such acquirer) are the assignee is required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”") that relate related to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”") for the Property. To assist Buyer and Registered Company the assignee in preparing the SEC Filings, the Seller covenants and agrees no later than five (5) Business Days after the Effective Dateagrees, Seller shall provide Buyer and the Registered Company with the following information (to the extent such items are not duplicative of items contained in Seller’s actual possession, at no cost to Seller, to provide the Property Information): assignee with the following: (i) access Access to bank statements for the Audited Year and Stub Periodyear; (ii) rent Rent roll as of the end of the Audited Year and Stub PeriodYear; (iii) operating Operating statements for the Audited Year and Stub PeriodYear; (iv) access Access to the general ledger for the Audited Year and Stub PeriodYear; (v) cash Cash receipts schedule for each month in the Audited Year and Stub PeriodYear; (vi) access Access to invoice for expenses and capital improvements in the Audited Year and Stub PeriodYear; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and Stub Period; (ix) all leases and 5-year lease schedules; (x) copies Copies of all insurance documentation for the Audited Year and Stub Period Year; and (xiviii) copies Copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub PeriodYear. In additionBuyer shall, no later than five (5) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in the form attached hereto as Exhibit “G”; (2) a signed audit request letter in the form attached hereto as Exhibit “H”; and within three (3) business days of receipt of a signed audit response letter from reasonably detailed invoice therefor, reimburse Seller for (a) all of Seller’s attorney using actual third-party costs reasonably incurred in connection with Seller’s assistance and/or cooperation with respect to this Section 11.8 and (b) Two-Hundred Fifty Dollars ($250) per day for each day that Seller provides Seller’s employees or principals to Buyer and/or such assignee in the American Bar Association promulgated formperformance of such assistance and/or cooperation (the parties hereto acknowledging that minor requests to Seller for photocopies or documents shall not be subject to such Two Hundred Fifty Dollars ($250) per day payment). The parties hereto acknowledge that Seller also agrees shall not (and shall not be required to) make any representations, warranties, covenants or agreement (and shall not incur liability of any kind of type) to reasonably cooperate or in favor of Buyer, a Registered Company or any other person or entity in connection with Buyer Seller’s provision of documents (or cooperation with respect to obtain a comfort letter, as may be requested by Buyerthis Section 11.8). The provisions of this Section 11.8 shall survive Closing.
Appears in 1 contract
Samples: Real Property Purchase and Sale Agreement (G Reit Inc)
Cooperation with S-X 3-14 Audit. The Seller acknowledges that that it is Buyer’s intention that the ultimate acquirer of the Property will be affiliated with a publicly registered company (“Registered Company”). The Seller acknowledges that it has been advised that if such acquirer is affiliated with a Registered Company, such Registered Company (and such acquirer) are required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Buyer and Registered Company in preparing the SEC Filings, the Seller covenants and agrees no later than five (5) Business Days after the Effective Date, Seller shall provide Buyer and the Registered Company with the following information which are in Seller’s possession (to the extent such items are not duplicative of items contained in the Property Information): (i) access to bank statements for the Audited Year and Stub Period; (ii) rent roll as of the end of the Audited Year and Stub Period; (iii) operating statements for the Audited Year and Stub Period; (iv) access to the general ledger for the Audited Year and Stub Period; (v) cash receipts schedule for each month in the Audited Year and Stub Period; (vi) access to invoice for expenses and capital improvements in the Audited Year and Stub Period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and Stub Period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and Stub Period and (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five (5) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in the form attached hereto as Exhibit “GH”; (2) a signed audit request letter in the form attached hereto as Exhibit “HI”; and (3) a signed audit response letter from Seller’s attorney using in the American Bar Association promulgated form. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, form attached hereto as may be requested by BuyerExhibit “J”.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (Griffin-American Healthcare REIT III, Inc.)
Cooperation with S-X 3-14 Audit. Seller acknowledges In the event that that it is Buyer’s intention that the ultimate acquirer Buyer assigns all of the Property will be affiliated its rights, title and interest in and to this Agreement in accordance with Section 10.5 to a publicly registered company (“Registered Company”). Seller acknowledges ) promoted by the Buyer, and Buyer determines in good faith that it has been advised that if such acquirer is affiliated with a Registered Company, such Registered Company (and such acquirer) are required to make certain filings file financial statements, pro formas and any other financial information in compliance with (i) any or all of Rule 3-05 or Rule 3-14 of Regulation S-X of the Securities and Exchange Commission or (ii) any registration statement, 424(b) prospectus, report or disclosure statement filed with the Securities and Exchange Commission by such Registered Company, (the “SEC Filings”) that relate related to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub PeriodAudited Year”) for the Property. To assist Buyer , upon reasonable advance written notice from Buyer, Seller’s, at Buyer’s sole cost and Registered Company in preparing the SEC Filingsexpense, Seller covenants and agrees no later than five (5) Business Days after the Effective Date, Seller shall use its reasonable efforts to provide Buyer and the Registered Company with the following information (following, to the extent such items are (x) not duplicative of items contained already provided to Buyer, (y) in the Property Information): possession of Seller and (iz) access relevant and reasonably necessary to enable the Registered Company to file such SEC Filings:
(1) Access to bank statements for the Audited Year and Stub Period; year;
(ii2) rent Rent roll as of the end of the Audited Year and Stub Period; Year;
(iii3) operating statements Operating Statements for the Audited Year and Stub Period; Year;
(iv4) access Access to the general ledger for the Audited Year and Stub Period; Year;
(v5) cash Cash receipts schedule for each month in the Audited Year and Stub Period; Year;
(vi6) access Access to invoice for expenses and capital improvements in the Audited Year and Stub Period; Year;
(vii7) accounts Accounts payable ledger and accrued expense reconciliations; reconciliations for the Audit Year;
(viii) check 8) Check register for the 3-months following the Audited Year and Stub Period; Year;
(ix9) all leases Lease and 5-year lease schedules; ;
(x10) copies Copies of all insurance documentation for the Audited Year and Stub Period and Year;
(xi11) copies Copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five Year; and
(512) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed Signed audit representation letter in a form which would be reasonably sufficient to enable the form attached hereto as Exhibit “G”; (2) a signed audit request letter Registered Company’s independent registered public accounting firm to render an opinion on the financial statement of the Property pertaining to the Audit Year. Buyer shall reimburse Seller for all reasonable out-of-pocket costs and expenses incurred in the form attached hereto as Exhibit “H”; and (3) a signed audit response letter from connection with fulfilling Seller’s attorney using obligations under this Section 10.6. Seller’s obligations under this Section 10.6 shall survive the American Bar Association promulgated form. Seller also agrees Closing for a period of time commencing on effective date of the assignment to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested by Buyerthe Registered Company and continuing through the date that is ninety (90) days after such date.
Appears in 1 contract
Samples: Purchase Agreement (NNN Healthcare/Office REIT, Inc.)
Cooperation with S-X 3-14 Audit. Buyer has advised Seller acknowledges that that it is Buyer’s of its intention that the ultimate acquirer of the Property will be affiliated a subsidiary of a company with a publicly class of equity registered company under the Securities Exchange Act of 1934 (“Registered Company”). Seller acknowledges ) and, accordingly, that it has been advised that if such acquirer is affiliated with a Registered Company, such Registered Company (and such acquirer) are is required to make certain filings (“SEC Filings”) with the Securities and Exchange Commission (the “SEC”), including SEC Filings”) Filings that relate to the most recent pre-acquisition fiscal year, which is calendar year 2015 (the “Audited Year”) ), and the portion of the current fiscal year through the date of acquisition (the “Stub Period”) ), for the Property. To assist Buyer and Registered Company in preparing financial statements of the SEC FilingsProperty in accordance with Rule 3-14 of Regulation S-X of the SEC, the Seller covenants and agrees to provide Buyer and the Registered Company, no later than five (5) Business Days business days after the Effective Date, Seller shall provide Buyer and the Registered Company with copies of the following information (to the extent such items are not duplicative of items contained in the Property Information): Seller Materials), in each case solely in respect of the Property: (i) access to bank statements for the Audited Year and Stub Period; (ii) rent roll as of the end of the Audited Year and Stub Period; (iii) operating statements for the Audited Year and Stub Period; (iv) access to the general ledger for the Audited Year and Stub Period; (v) cash receipts schedule for each month in the Audited Year and Stub Period; (vi) access to invoice invoices for expenses and capital improvements in the Audited Year and Stub Period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and Stub Period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and Stub Period and (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five (5) Business Days business days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in substantially the form attached hereto as Exhibit “G”H; (2) a signed audit request letter in substantially the form attached hereto as Exhibit “H”I; and (3) a signed audit response letter from Seller’s attorney using in substantially the American Bar Association promulgated formform attached hereto as Exhibit J. Additionally, Seller agrees that within five (5) business days after receipt of a written request therefor following Closing, it will provide or make available to Buyer the check register for the three (3) months following the Audited Year and Stub Period. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested by BuyerThe foregoing covenant shall survive Closing.
Appears in 1 contract
Samples: Agreement of Sale (Griffin-American Healthcare REIT IV, Inc.)
Cooperation with S-X 3-14 Audit. The Seller acknowledges that that it is Buyer’s intention that the ultimate acquirer of the Property will be affiliated with a publicly registered company (“Registered Company”). The Seller acknowledges that it has been advised that if such acquirer is affiliated with a Registered Company, such Registered Company (and such acquirer) are required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Buyer and Registered Company in preparing the SEC Filings, the Seller covenants and agrees no later than five (5) Business Days after the Effective Date, Seller shall provide Buyer and the Registered Company with the following information (to the extent such items are not duplicative of items contained in the Property Information): (i) access to bank statements for the Audited Year and Stub Period; (ii) rent roll as of the end of the Audited Year and Stub Period; (iii) operating statements statements, if any, for the Audited Year and Stub Period; (iv) access to the general ledger for the Audited Year and Stub Period; (v) cash receipts and/or, if existing, a schedule thereof for each month in the Audited Year and Stub Period; (vi) access to invoice for expenses and capital improvements in the Audited Year and Stub Period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and Stub Period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and Stub Period and (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five (5) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in the form attached hereto as Exhibit “G”; (2) a signed audit request letter in the form attached hereto as Exhibit “H”; and (3) a signed audit response letter from Seller’s attorney using in the American Bar Association promulgated formform attached hereto as Exhibit “I”. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested by Buyer.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (Griffin-American Healthcare REIT IV, Inc.)
Cooperation with S-X 3-14 Audit. The Seller acknowledges that that it is Buyer’s intention that the ultimate acquirer of the Property will be affiliated with a publicly registered company (“Registered Company”). The Seller acknowledges that it has been advised that if such acquirer is affiliated with a Registered Company, such Registered Company (and such acquirer) are required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Buyer and Registered Company in preparing the SEC Filings, the Seller covenants and agrees no later than five (5) Business Days after the Effective Date, Seller shall provide Buyer and the Registered Company with the following information (to the extent such items are not duplicative of items contained in the Property Information): (i) access to bank statements for the Audited Year and Stub Period; (ii) rent roll as of the end of the Audited Year and Stub Period; (iii) operating statements for the Audited Year and Stub Period; (iv) access to the general ledger for the Audited Year and Stub Period; (v) cash receipts schedule for each month in the Audited Year and Stub Period; (vi) access to invoice for expenses and capital improvements in the Audited Year and Stub Period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and Stub Period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and Stub Period and (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five (5) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in the form attached hereto as Exhibit “G”; (2) a signed audit request letter in the form attached hereto as Exhibit “H”; and (3) a signed audit response letter from Seller’s attorney using in the American Bar Association promulgated form. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, form attached hereto as may be requested by BuyerExhibit “I”.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (Griffin-American Healthcare REIT III, Inc.)
Cooperation with S-X 3-14 Audit. Seller acknowledges that that it is Buyer’s intention that the ultimate acquirer Purchaser intends to assign all of the Property will its rights, title and interest in and to this Agreement. The assignee may be affiliated with a publicly registered company (“Registered Company”)) promoted by Purchaser. Seller acknowledges that it has been advised that if such acquirer the purchaser is affiliated with a Registered Company, such Registered Company (and such acquirer) are the assignee is required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Periodstub period”) for the Property. To assist Buyer and Registered Company the assignee in preparing the SEC Filings, the Seller covenants and agrees no later than five (5) Business Days after to provide the Effective Date, Seller shall provide Buyer and the Registered Company assignee with the following information during the Feasibility Period and for one (to the extent such items are not duplicative of items contained in the Property Information): 1) year thereafter: (i) access to bank statements for the Audited Year year and Stub Periodstub period; (ii) rent roll as of the end of the Audited Year and Stub Periodstub period; (iii) operating statements for the Audited Year and Stub Periodstub period; (iv) access to the general ledger for the Audited Year and Stub Periodstub period; (v) cash receipts schedule for each month in the Audited Year and Stub Periodstub period; (vi) access to invoice invoices for expenses and capital improvements in the Audited Year and Stub Periodstub period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and Stub Periodstub period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and Stub Period and stub period; (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period stub period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five stub period; (5xii) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in the form attached hereto as Exhibit “G34-A” (“Representation Letter”; ), and (2xiii) to the extent necessary a signed audit request inquiry letter in the form attached hereto as Exhibit “H34-B”(“Audit Inquiry Letter”; and ). Within five (35) business days prior to Closing, Seller agrees to deliver to Purchaser a signed audit response Representation Letter, signed Audit Inquiry Letter, and executed letter from Seller’s attorney using in response to the American Bar Association promulgated formAudit Inquiry Letter (“Audit Letter”), and such deliveries shall be a condition to Closing under Section 11 above. Seller also agrees The form and substance of the Audit Letter shall be reasonably acceptable to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested by BuyerPurchaser. The provisions of this Section 33 shall survive Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
Cooperation with S-X 3-14 Audit. The Seller acknowledges that that it is Buyer’s intention that the ultimate acquirer Buyer intends to assign all of the Property will its rights, title and interest in and to this Agreement. The assignee may be affiliated with a publicly registered company (“Registered Company”)) promoted by the Buyer. The Seller acknowledges that it has been advised that if such acquirer the purchaser is affiliated with a Registered Company, such Registered Company (and such acquirer) are the assignee is required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Periodstub period”) for the Property. To assist Buyer and Registered Company the assignee in preparing the SEC Filings, the Seller covenants and agrees no later than five (5) Business Days after to provide the Effective Date, Seller shall provide Buyer and the Registered Company assignee with the following information (to the extent such items are not duplicative of items contained in the Property Information): following: (i) access to bank statements for the Audited Year and Stub Periodstub period; (ii) rent roll as of the end of the Audited Year and Stub Periodstub period; (iii) operating statements for the Audited Year and Stub Periodstub period; (iv) access to the general ledger for the Audited Year and Stub Periodstub period; (v) cash receipts schedule for each month in the Audited Year and Stub Periodstub period; (vi) access to invoice for expenses and capital improvements in the Audited Year and Stub Periodstub period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and Stub Periodstub period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and Stub Period and stub period; (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period stub period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five stub period; (5xii) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in the form attached hereto as Exhibit “GE”; , and (2xiv) to the extent necessary, a signed audit request letter in the form attached hereto as Exhibit “HF”; and (3) a signed audit response letter from Seller’s attorney using the American Bar Association promulgated form. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested by Buyer.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
Cooperation with S-X 3-14 Audit. The Seller acknowledges that that it is Buyer’s intention that Buyer shall have the ultimate acquirer right to assign all of the Property will its rights, title and interest in and to this Agreement. The assignee may be affiliated with a publicly registered company (“Registered Company”)) promoted by the Buyer. The Seller acknowledges that it has been advised that if such acquirer the assignee is affiliated with a Registered Company, such Registered Company (and such acquirer) are the assignee is required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Periodstub period”) for the Property. To assist Buyer and Registered Company the assignee in preparing the SEC Filings, the Seller covenants and agrees no later than five (5) Business Days after to provide the Effective Date, Seller shall provide Buyer and the Registered Company assignee with the following information (to the extent such items are not duplicative of items contained in the Property Information): (i) access following:
22.1.1.1. 22.1.1.2. 22.1.1.3. 22.1.1.4. Access to bank statements for the Audited Year year and Stub Periodstub period; (ii) rent roll Rent Roll as of the end of the Audited Year and Stub Periodstub period; (iii) operating statements Operating Statements for the Audited Year and Stub Periodstub period; (iv) access Access to the general ledger for the Audited Year and Stub Period; (v) cash stub period;
22.1.1.5. Cash receipts schedule for each month in the Audited Year and Stub Period; (vi) access stub period;
22.1.1.6. Access to invoice for expenses and capital improvements in the Audited Year and Stub Period; (vii) accounts stub period;
22.1.1.7. Accounts payable ledger and accrued expense reconciliations; (viii) check ;
22.1.1.8. Check register for the 3-months following the Audited Year and Stub Period; (ix) all leases stub period;
22.1.1.9. Leases and 5-year lease schedules; (x) copies ;
22.1.1.10. Copies of all insurance documentation for the Audited Year and Stub Period and (xi) copies stub period;
22.1.1.11. Copies of accounts receivable aging as of the end of the Audited Year and Stub Period stub period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Periodstub period; and
22.1.1.12. In addition, no later than five (5) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed Signed representation letter from any one of Seller’s Managing Partners in the form attached hereto as Exhibit “G”; (2) a signed audit request letter in the form attached hereto as Exhibit “H”; and (3) a signed audit response letter from Seller’s attorney using the American Bar Association promulgated form. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested by BuyerD. The provisions of this Paragraph shall survive Settlement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)
Cooperation with S-X 3-14 Audit. Seller acknowledges that that it is Buyer’s intention that the ultimate acquirer Buyer intends to assign all of the Property will its rights, title and interest in and to this Agreement. The assignee may be affiliated with a publicly registered company (“Registered Company”)) promoted by Buyer. Seller acknowledges that it has been advised that if such acquirer Buyer is affiliated with a Registered Company, such Registered Company (and such acquirer) are the assignee is required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Buyer and Registered Company the assignee in preparing the SEC Filings, Seller covenants and agrees no later than five (5) Business Days after to provide the Effective Date, Seller shall provide Buyer and the Registered Company assignee at Seller’s offices with the following information (following, at assignee’s expense and to the extent such items are not duplicative of items contained in the Property Information): information is reasonably available:
(ia) access Access to bank statements for the Audited Year and Stub Period; year;
(iib) rent roll Rent Roll as of the end of the Audited Year and Stub Period; Year;
(iiic) operating statements Operating Statements for the Audited Year and Stub Period; Year;
(ivd) access Access to the general ledger for the Audited Year and Stub Period; Year;
(ve) cash Cash receipts schedule for each month in the Audited Year and Stub Period; Year;
(vif) access Access to invoice for expenses and capital improvements in the Audited Year and Stub Period; Year;
(viig) accounts Accounts payable ledger and accrued expense reconciliations; ;
(viiih) check Check register for the 3-months following the Audited Year and Stub Period; Year;
(ixi) all leases Leases and 5-year lease schedules; ;
(xj) copies Copies of all insurance documentation for the Audited Year and Stub Period and Year;
(xik) copies Copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five Year; and
(5l) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed Signed representation letter at the end of the field work, in the form attached hereto and incorporated herein as Exhibit “G”; (2) a signed audit request letter in the form attached hereto as Exhibit “H”; and (3) a signed audit response letter from Seller’s attorney using the American Bar Association promulgated form. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested by Buyer.C.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)
Cooperation with S-X 3-14 Audit. The Seller acknowledges that that it is Buyer’s intention that the ultimate acquirer of the Property will be affiliated with a publicly registered company (“Registered Company”). The Seller acknowledges that it has been advised that if such acquirer is affiliated with a Registered Company, such Registered Company (and such acquirer) are required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Buyer and Registered Company in preparing the SEC Filings, the Seller covenants and agrees no later than five thirty (530) Business Days days after the Effective Closing Date, Seller shall provide Buyer and the Registered Company with the following information (to the extent such items are not duplicative of items contained in the Property InformationDisclosure Materials): (i) access to bank statements for the Audited Year and Stub Period; (ii) rent roll as of the end of the Audited Year and Stub Period; (iii) operating statements for the Audited Year and Stub Period; (iv) access to the general ledger for the Audited Year and Stub Period; (v) cash receipts schedule for each month in the Audited Year and Stub Period; (vi) access to invoice for expenses and capital improvements in the Audited Year and Stub Period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and Stub Period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and Stub Period and (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five thirty (530) Business Days prior to days after the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in the form attached hereto as Exhibit “G”; (2) a signed audit request letter in the form attached hereto as Exhibit “H”; and (3) a signed audit response letter from Seller’s attorney using in the American Bar Association promulgated formform attached hereto as Exhibit “I”. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested by Buyer(Signatures contained on following pages.)
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Physicians Realty Trust)
Cooperation with S-X 3-14 Audit. Seller acknowledges that that it is Buyer’s intention that the ultimate acquirer of the Property will be affiliated with a publicly registered company (“Registered Company”). Seller acknowledges that it has been advised that if such acquirer is affiliated with a Registered Company, such Registered Company (and such acquirer) are required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Buyer and Registered Company in preparing the SEC Filings, Seller covenants and agrees no later than five (5) Business Days after the Effective Date, Seller shall provide Buyer and the Registered Company with the following information (to the extent such items are not duplicative of items contained in the Property Information): (i) access to bank statements for the Audited Year and Stub Period; (ii) rent roll as of the end of the Audited Year and Stub Period; (iii) operating statements for the Audited Year and Stub Period; (iv) access to the general ledger for the Audited Year and Stub Period; (v) cash receipts schedule for each month in the Audited Year and Stub Period; (vi) access to invoice for expenses and capital improvements in the Audited Year and Stub Period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and Stub Period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and Stub Period and (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five (5) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in the form attached hereto as Exhibit “G”; (2) a signed audit request letter in the form attached hereto as Exhibit “H”; and (3) a signed audit response letter from Seller’s attorney using the American Bar Association promulgated form. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested by Buyer.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (Griffin-American Healthcare REIT IV, Inc.)
Cooperation with S-X 3-14 Audit. The Seller acknowledges that that it is Buyer’s intention that Buyer shall have the ultimate acquirer right to assign all of the Property will its rights, title and interest in and to this Agreement. The assignee may be affiliated with a publicly registered company (“Registered Company”)) promoted by the Buyer. The Seller acknowledges that it has been advised that if such acquirer the assignee is affiliated with a Registered Company, such Registered Company (and such acquirer) are the assignee is required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Periodstub period”) for the Property. To assist Buyer and Registered Company the assignee in preparing the SEC Filings, the Seller covenants and agrees no later than five (5) Business Days after to provide the Effective Date, Seller shall provide Buyer and the Registered Company assignee with the following information (following, without representation or warranty as to accuracy or completeness, except as provided in Section 22.12, to the extent such items are not duplicative of items contained in information or documents concerning the Property Information): (i) access exist and are in Seller’s possession or control:
22.1. Access to Seller’s bank statements for the Audited Year year and Stub Period; (ii) rent stub period;
22.2. Rent roll as of the end of the Audited Year and Stub Period; (iii) operating stub period in the form provided to the Buyer in Section 4.1.4 herein;
22.3. Operating statements of the Seller for the Audited Year and Stub Period; (iv) access stub period in the form provided to the Buyer in Section 4.1.10 herein;
22.4. Access to the general ledger of Seller for the Audited Year and Stub Period; (v) cash stub period;
22.5. Cash receipts schedule of Seller for each month in the Audited Year and Stub Period; (vi) access stub period;
22.6. Access to invoice invoices for expenses and capital improvements paid by Seller or Tenant in the Audited Year and Stub Period; (vii) accounts stub period;
22.7. Accounts payable ledger and accrued expense reconciliations; (viii) check reconciliations of Seller;
22.8. Check register of Seller for the 3-months following the Audited Year and Stub Period; (ix) all leases stub period;
22.9. Leases and 5-year lease schedules; (x) copies ;
22.10. Copies of all insurance documentation for the Audited Year and Stub Period and (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five (5) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in the form attached hereto as Exhibit “G”; (2) a signed audit request letter in the form attached hereto as Exhibit “H”; and (3) a signed audit response letter from Seller’s attorney using the American Bar Association promulgated form. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested by Buyer.stub period;
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)
Cooperation with S-X 3-14 Audit. The Seller acknowledges that that it is Buyer’s intention that the ultimate acquirer of the Property will be affiliated with a publicly registered company (“Registered Company”). The Seller acknowledges that it has been advised that if such acquirer is affiliated with a Registered Company, such Registered Company (and such acquirer) are required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Buyer and Registered Company in preparing the SEC Filings, the Seller covenants and agrees no later than five thirty (530) Business Days days after the Effective Closing Date, Seller shall provide Buyer and the Registered Company with the following information (to the extent such items are required for the SEC Filings and are not duplicative of items contained in the Property InformationDisclosure Materials): (i) access to bank statements for the Audited Year and Stub Period; (ii) rent roll as of the end of the Audited Year and Stub Period; (iii) operating statements for the Audited Year and Stub Period; (iv) access to the general ledger for the Audited Year and Stub Period; (v) cash receipts schedule for each month in the Audited Year and Stub Period; (vi) access to invoice for expenses and capital improvements in the Audited Year and Stub Period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and Stub Period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and Stub Period and (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five thirty (530) Business Days prior to days after the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in substantially the form attached hereto as Exhibit “GF”; (2) a signed audit request letter in substantially the form attached hereto as Exhibit “HG”; and (3) a signed audit response letter from Seller’s attorney using in substantially the American Bar Association promulgated formform attached hereto as Exhibit “H”. Notwithstanding the foregoing provisions, Seller also agrees will not make any information disclosures to reasonably cooperate with Buyer that would be in violation of HIPAA or other laws relating to obtain a comfort letter, as may be requested by Buyer.privacy and confidentiality of health care information. (Signatures contained on following pages)
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Physicians Realty Trust)
Cooperation with S-X 3-14 Audit. Seller Contributor acknowledges that that it is Buyer’s intention that the ultimate acquirer Acquirer and any assignee of the Property this Agreement pursuant to Section 20.3 below will be affiliated with DOC, a publicly registered company (“Registered Company”). Seller Contributor acknowledges that it has been advised that if such acquirer is affiliated with a Registered Company, such Registered Company (and such acquirer) are required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Buyer Acquirer and Registered Company in preparing the SEC Filings, Seller Contributor covenants and agrees no later than five thirty (530) Business Days days after the Effective Closing Date, Seller Contributor shall provide Buyer Acquirer and the Registered Company with the following information (to the extent such items are not duplicative of items contained in the Property InformationDisclosure Materials): (i) access to bank statements for the Audited Year and Stub Period; (ii) rent roll as of the end of the Audited Year and Stub Period; (iii) operating statements for the Audited Year and Stub Period; (iv) access to the general ledger for the Audited Year and Stub Period; (v) cash receipts schedule for each month in the Audited Year and Stub Period; (vi) access to invoice invoices for expenses and capital improvements in the Audited Year and Stub Period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and Stub Period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and Stub Period and (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five thirty (530) Business Days prior to days after the Closing Date, Seller Contributor shall provide to BuyerAcquirer: (1) a signed representation letter substantially in the form attached hereto as Exhibit “G”I; (2) a signed audit request letter substantially in the form attached hereto as Exhibit “H”J; and (3) a signed audit response letter from SellerContributor’s attorney using substantially in the American Bar Association promulgated form. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, form attached hereto as may be requested by Buyer.Exhibit K.
Appears in 1 contract
Cooperation with S-X 3-14 Audit. Seller acknowledges that that it is Buyer’s intention that the ultimate acquirer of the Property will be affiliated with a publicly registered company Real Estate Investment Trust (“Registered Company”). Seller acknowledges that it has been advised that if such acquirer is affiliated with a Registered Company, such Registered Company (and such acquirer) are required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the PropertyProperties. To assist Buyer and Registered Company Company, as an accommodation only, in preparing the SEC Filings, Seller covenants and agrees that no later than five (5) Business Days after the Effective Date, Seller shall provide Buyer and the Registered Company with the following information (to the extent such items are not duplicative of items contained in the Property InformationDocuments and are in Seller’s possession or control): (i) access to copies of bank statements for the Audited Year and Stub Period; (ii) rent roll as of the end of the Audited Year and Stub Period; (iii) operating statements for the Audited Year and Stub Period; (iv) access to copies of the general ledger for the Audited Year and Stub Period; (v) cash receipts schedule for each month in the Audited Year and Stub Period; (vi) access to invoice for expenses and capital improvements in the Audited Year and Stub Period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and Stub Period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and Stub Period and (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation, to the extent there is any such explanation and any such explanation is actually known to Seller (provided that Seller shall have no duty of inquiry with respect to such accounts receivable beyond any inquiries normally made in the ordinary course of Seller’s business operations), for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five two (52) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in the form attached hereto as Exhibit R-1 (the “GRepresentation Letter”); (2) a signed audit request letter in the form attached hereto as Exhibit “H”R-2; and (3) a signed audit response letter from Seller’s attorney using in the American Bar Association promulgated formform attached hereto as Exhibit R-3 (the “Audit Response Letter”). In the event that the S-X 3-14 Audit will not be completed until after the Closing Date, Seller agrees to provide to Buyer with an updated Representation Letter following Closing, within ten (10) days after receipt of a written request therefor. Any third party out-of-pocket costs of the Seller (in addition to any costs of Buyer) in connection with the Representation Letter, the Audit Response Letter, and the Seller’s cooperation with the S-X 3-14 audit shall be the sole responsibility of Buyer, including without limitation, attorneys’ auditors’ and accountants’ fees. Seller also shall present Buyer with copies of all invoices and other documentation reasonably requested by Buyer evidencing such third party costs of Seller. Furthermore, Buyer acknowledges and agrees that:
(A) Seller shall have no liability for any financial statement or SEC Filing prepared by Buyer from any material provided by Seller as part of its cooperation with the S-X 3-14 audit.
(B) If Buyer does not deliver a Termination Notice on or before the Contingency Period Expiration Date, Buyer shall not have the right to terminate this Agreement after the Contingency Period Expiration Date based on the results of the S-X 3-14 Audit; provided that the foregoing shall not preclude Buyer from exercising any rights that may otherwise be available to Buyer under any express provisions of this Agreement [other than this Section 5.3(k)] due to the failure of a condition precedent or for a breach of such other express provision of this Agreement.
(C) Buyer agrees to reasonably cooperate indemnify and hold Seller harmless from and against any claims made by third parties against Seller as a result of Seller’s cooperation with Buyer the S-X 3-14 Audit to obtain the extent that such claims do not arise directly from and as a comfort letterconsequence of (I) the fraud or intentional and willful misrepresentations or omissions of Seller or (II) Seller’s gross negligence or willful misconduct, as may be requested by Buyersubject on all respect so the limitations on liability set forth in this Agreement. The provisions of this Section 5.3(k) shall survive Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Griffin-American Healthcare REIT III, Inc.)
Cooperation with S-X 3-14 Audit. The Seller acknowledges that that it is Buyer’s intention that the ultimate acquirer Buyer intends to assign all of the Property will its rights, title and interest in and to this Agreement. The assignee shall be affiliated with a subsidiary of a publicly registered company (“Registered Company”)) promoted by the Buyer. The Seller acknowledges that it has been advised that if such acquirer the purchaser is affiliated with a such Registered Company, such Registered Company (and such acquirer) are the assignee is required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Periodstub period”) for the Property. To assist Buyer and Registered Company the assignee in preparing the SEC Filings, the Seller covenants and agrees no later than five (5) Business Days after to provide the Effective Date, Seller shall provide Buyer and the Registered Company assignee with the following information (to the extent such items are not duplicative of items contained in the Property Information): following: (i) access to bank statements for the Audited Year year and Stub Periodstub period with respect to building operations; (ii) rent roll as of the end of the Audited Year and Stub Periodstub period; (iii) operating statements with respect to building operations for the Audited Year and Stub Periodstub period; (iv) access to the general ledger for the Audited Year and Stub Periodstub period with respect to building operations; (v) cash receipts schedule for each month in the Audited Year and Stub Period; (reserved) (vi) access to invoice for expenses and capital improvements in the Audited Year and Stub Periodstub period; (vii) accounts payable ledger and accrued expense reconciliations; (reserved) (viii) check register for the 3-months following the Audited Year and Stub Periodstub period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and Stub Period and stub period; (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period stub period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub Period. In addition, no later than five stub period; (5xii) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in the form attached hereto as Exhibit “GD”; , and (2xiv) to the extent necessary a signed audit request letter in the form attached hereto as Exhibit “H”; E” and (3) a signed audit response inquiry letter from Seller’s attorney using in the American Bar Association promulgated formform attached hereto as Exhibit “G”. To the extent that Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letterincurs accounting charges (at ordinary hourly rates) in excess of $5,000 for such cooperation after Closing, as may costs in excess of $5,000 shall be requested borne by Buyer.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
Cooperation with S-X 3-14 Audit. Seller acknowledges that The Sellers acknowledge that it is Buyer’s intention that the ultimate acquirer acquirer(s) of the Property will be affiliated with a publicly registered company (“Registered Company”). Seller acknowledges The Sellers acknowledge that it has they have been advised that if such acquirer acquirer(s) is (are) affiliated with a Registered Company, such Registered Company (and such acquireracquirer(s)) are required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Buyer and Registered Company in preparing the SEC Filings, Seller covenants the Sellers covenant and agrees agree no later than five ten (510) Business Days after the Effective Date (the “Delivery Date”), each Seller shall provide Buyer and the Registered Company with the following information (to the extent such items are not duplicative of items contained in the Property Information): (i) access to bank statements for the Audited Year and Stub Period; (ii) rent roll as of the end of the Audited Year and Stub Period; (iii) operating statements for the Audited Year and Stub Period; (iviii) access to the general ledger for the Audited Year and Stub Period; (iv) a schedule of monthly cash balances listed in the general ledger; (v) cash receipts schedule access to invoice for each month expenses in the Audited Year and Stub Period; (vi) access to invoice for expenses and capital improvements in the Audited Year and Stub Period; (vii) accounts payable ledger and accrued expense reconciliations; (viiivii) check register for the 3-months following the Audited Year and Stub Period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and Stub Period and (xiviii) copies of accounts receivable aging as of the end of the Audited Year and Stub Period related to the Hope Ground Lease along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and Stub PeriodPeriod ((i) – (viii), collectively, “Accounting Records”)). Notwithstanding the foregoing, each Seller’s obligation to provide the Buyer with Accounting Records pursuant to the immediately preceding sentence is limited to providing those Accounting Records that were prepared by Seller in the ordinary course of business in connection with the Property in their present form as of the date of this Agreement. The Sellers are under no obligation to prepare any Accounting Records that are not in existence as of the date of this Agreement or to update or revise such Accounting Records after the Delivery Date. No such Seller makes any additional representations and warranties regarding the Accounting Records or the adequacy of the Accounting Records for any particular purpose, except as otherwise provided in this Agreement (including, without limitation, any representations or warranties set forth in Article 4 of this Agreement and any representations or warranties made in connection with the representation letter in the form attached hereto as Exhibit “G” and/or the audit request letter in the form attached hereto as Exhibit “H”). In addition, no later than five (5) Business Days prior to the Closing Date, each Seller shall provide to Buyer: Buyer (1) a signed representation letter in the form attached hereto as Exhibit “G”; , (2) a signed audit request letter in the form attached hereto as Exhibit “H”; ” and (3) a signed audit response letter from such Seller’s attorney using in the American Bar Association promulgated form. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, form attached hereto as may be requested by BuyerExhibit “I”.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
Cooperation with S-X 3-14 Audit. The Seller acknowledges that that it is Buyer’s intention that the ultimate acquirer of the Property will be affiliated with a publicly registered company (“Registered Company”). The Seller acknowledges that it has been advised that if such acquirer is affiliated with a Registered Company, such Registered Company (and such acquirer) are required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Fiscal Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist Buyer and Registered Company in preparing the SEC Filings, the Seller covenants and agrees no later than five ten (510) Business Days after the Effective DateDate (and at no cost to Seller), and without any express or implied representation or warranty of Seller to Buyer, Seller shall provide Buyer and the Registered Company with the following information (to the extent such items are not duplicative of items contained in the Property InformationInformation and are existing and in the Seller’s possession): (i) access to bank statements for the Audited Fiscal Year and Stub Period; (ii) rent roll as of the end of the Audited Fiscal Year and Stub Period; (iii) operating statements for the Audited Fiscal Year and Stub Period; (iv) access to the general ledger for the Audited Fiscal Year and Stub Period; (v) cash receipts schedule for each month in the Audited Fiscal Year and Stub Period; (vi) access to invoice for expenses and capital improvements in the Audited Fiscal Year and Stub Period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Fiscal Year and Stub Period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Fiscal Year and Stub Period Period; and (xi) copies of accounts receivable aging as of the end of the Audited Fiscal Year and Stub Period along with an explanation for all accounts over 30 thirty (30) days past due as of the end of the Audited Fiscal Year and Stub Period. In addition, no later than five (5) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in the form attached hereto as Exhibit “G”; (2) a signed audit request letter in the form attached hereto as Exhibit “H”; and (3) a signed audit response letter from Seller’s attorney using in the American Bar Association promulgated formform attached hereto as Exhibit “I”. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested required by Buyer.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (Griffin-American Healthcare REIT IV, Inc.)
