Common use of Cooperation with S-X 3-14 Audit Clause in Contracts

Cooperation with S-X 3-14 Audit. The Seller acknowledges that Buyer shall have the right to assign all of its rights, title and interest in and to this Agreement. The assignee may be a publicly registered company (“Registered Company”) promoted by the Buyer. The Seller acknowledges that it has been advised that if the assignee is a Registered Company, 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 the assignee in preparing the SEC Filings, the Seller agrees to provide the assignee with the following: 22.1. 22.2. 22.3. 22.4. 22.5. Access to bank statements for the Audited year and stub period; Rent Roll as of the end of the Audited Year and stub period; Operating Statements for the Audited Year and stub period; Access to the general ledger for the Audited Year and stub period; Cash receipts schedule for each month in the Audited Year and stub period;

Cooperation with S-X 3-14 Audit. The Seller acknowledges that Buyer shall have the right intends to assign all of its rights, title and interest in and to this Agreement. The assignee may be a publicly registered company (“Registered Company”) promoted by the Buyer. The Seller acknowledges that it has been advised that if the assignee purchaser is a Registered Company, 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 the assignee in preparing the SEC Filings, the Seller agrees to provide the assignee with the following: 22.1. 22.2. 22.3. 22.4. 22.51. Access to bank statements for the Audited year and stub period; year; 2. Rent Roll as of the end of the Audited Year and stub period; Year; 3. Operating Statements for the Audited Year and stub period; Year; 4. Access to the general ledger for the Audited Year and stub period; Year; 5. Cash receipts schedule for each month in the Audited Year; 6. Access to invoice for expenses and capital improvements in the Audited Year; 7. Copies of all insurance documentation for the Audited Year; 8. Copies of accounts receivable aging as of the end of the Audited Year and stub period;an explanation for all accounts over 30 days past due as of the end of the Audited Year; and 9. Signed representation letter at the end of the field work. The provisions of this Paragraph 23 shall survive the Close of Escrow.

Cooperation with S-X 3-14 Audit. The Buyer advises Seller acknowledges that Buyer shall have the right intends to assign all of its rights, title and interest in and to this Agreement. The assignee may be a publicly registered company (“Registered Company”) promoted by the Buyer. The Seller acknowledges that it has been advised that if the assignee purchaser is a Registered Company, 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 the assignee in preparing the SEC Filings, the Seller agrees to provide the assignee with the following: 22.1. 22.2. 22.3. 22.4. 22.5. 35.1 Access to bank statements for the Audited year and stub period; year; 35.2 Rent Roll as of the end of the Audited Year and stub period; Year; 35.3 Operating Statements for the Audited Year and stub period; Year; 35.4 Access to the general ledger for the Audited Year and stub period; Year; 35.5 Cash receipts schedule for each month in the Audited Year; 35.6 Access to invoice for expenses and capital improvements in the Audited Year; 35.7 Copies of all insurance documentation for the Audited Year; and 35.8 Copies of accounts receivable aging as of the end of the Audited Year and stub period;an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year The provisions of this Section 35 shall survive the Close of Escrow.

Cooperation with S-X 3-14 Audit. The Seller acknowledges that Buyer shall have the right intends to assign all of its rights, title and interest in and to this Agreement. The assignee may be a publicly registered company (“Registered Company”) promoted by the Buyer. The Seller acknowledges that it has been advised that if the assignee Buyer is a Registered Company, 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 the assignee in preparing the SEC Filings, the Seller agrees to provide the assignee at Seller’s offices with the following, at assignee’s expense and to the extent such information is reasonably available: 22.1. 22.2. 22.3. 22.4. 22.523.1. Access to bank statements for the Audited year and stub period; year; 23.2. Rent Roll as of the end of the Audited Year and stub period; Year; 23.3. Operating Statements for the Audited Year and stub period; Year; 23.4. Access to the general ledger for the Audited Year and stub period; Year 23.5. Cash receipts schedule for each month in the Audited Year; 23.6. Access to invoice for expenses and capital improvements in the Audited Year; 23.7. Accounts payable ledger and accrued expense reconciliations; 23.8. Check register for the 3-months following the Audited Year 23.9. Lease and 5-year lease schedules; 23.10. Copies of all insurance documentation for the Audited Year; 23.11. Copies of accounts receivable aging as of the end of the Audited Year and stub period;an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year; and 23.12. Signed representation letter at the end of the field work, in the form attached hereto and incorporated herein as Exhibit D. The provisions of this Paragraph shall survive Settlement.