Common use of Information and Audit Cooperation Clause in Contracts

Information and Audit Cooperation. To the extent necessary to enable Purchaser to comply with any financial reporting requirements applicable to Purchaser under SEC Rule 3-14 of Regulation S-X and upon at least three (3) business days prior written notice to Seller, within ninety (90) days after the Closing Date, Seller shall reasonably cooperate (at no cost or liability to Seller) and allow Purchaser’s auditors to audit the trial balance related to the operation of the Property for the calendar year prior to the Closing Date and for the portion of the calendar year starting on January 1 through the Closing Date. Other than any representation, warranty or covenant otherwise set forth in this Agreement or the documents delivered at Closing, Seller makes no representations, warranties or covenants with respect to the trial balance or the books and records which may be reviewed in auditing the same, and Purchaser releases and waives any liability or claims against Seller related to the trial balance or the books and records which may be reviewed and audited. Purchaser may not use the results of any such financial information to pursue any claim against Seller under the terms of this Agreement. This Section 10.28 shall survive Closing for a period of one (1) year.

Information and Audit Cooperation. To the extent necessary to enable Purchaser to comply with any financial reporting requirements applicable to Purchaser under SEC Rule 3-14 of Regulation S-X and upon at least three (3) business days Business Days prior written notice to Seller, within ninety seventy-five (9075) days after the Closing Date, Seller shall reasonably cooperate (at no cost or liability to Seller) and allow Purchaser’s auditors to audit the trial balance related to the operation of the Property for the calendar year prior to the Closing Date and for the portion of the calendar year starting on January 1 through the Closing Date. Other than any representation, warranty or covenant otherwise set forth in this Agreement or the documents delivered at Closing, Seller makes no representations, warranties or covenants with respect to the trial balance or the books and records which may be reviewed in auditing the same, and Purchaser releases and waives any liability or claims against Seller related to the trial balance or the books and records which may be reviewed and audited. Purchaser may not use the results of any such financial information to pursue any claim against Seller under the terms The provisions of this Agreement. This Section 10.28 shall survive Closing for a period of one (1) yearthe Closing.

Information and Audit Cooperation. To the extent necessary to enable Purchaser to comply with any financial reporting requirements applicable to Purchaser under SEC Rule 3-14 of Regulation S-X and upon at least three (3) business days 3 Business Days prior written notice to Seller, within ninety (90) 90 days after the Closing Date, Seller shall reasonably cooperate (at no cost or liability to Seller) and allow Purchaser’s auditors to audit the trial balance related to the operation of the Property for the calendar year prior to the Closing Date and for the portion of the calendar year starting on January 1 through the Closing Date. Other than any representation, warranty or covenant otherwise set forth in this Agreement or the documents delivered at Closing, Seller makes no representations, warranties or covenants with respect to the trial balance or the books and records which may be reviewed in auditing the same, and Purchaser releases and waives any liability or claims against Seller related to the trial balance or the books and records which may be reviewed and audited. Purchaser may not use the results of any such financial information to pursue any claim against Seller under the terms of this Agreement. This Section 10.28 shall survive Closing for a period of one (SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT BY AND BETWEEN BPG OCOEE 1) year., LLC AND BCI IV ACQUISITIONS LLC