Common use of Information and Audit Cooperation Clause in Contracts

Information and Audit Cooperation. Seller shall, at Purchaser’s expense, reasonably cooperate with Purchaser, Purchaser’s designated representative, and/or Purchaser’s independent auditor and provide each access to the books and records of the Property and all related information regarding the Property, including, without limitation, three (3) calendar years of audited books and records of the Property that qualify, comply with, and can be used in a public offering and or a public filing. Should three (3) calendar years of audited books and records not be available, then Seller shall supply as many years of audited books and records that exist, but in no event shall Seller provide less than one (1) year of audited books and records. If audited financial statements are not available, Seller shall provide un-audited operating statements in lieu of audited ones and provide supporting documentation as requested in order for Purchaser to conduct its own audit. At the Closing, Seller shall provide to Purchaser a representation letter regarding the books and records of the Property, in substantially the form of Exhibit I attached hereto (an “Audit Letter”), in connection with auditing the Property in accordance with generally accepted auditing standards. At Purchaser’s request, at any time within one (1) year after the Closing, Seller shall provide Purchaser with such additional books, records, representation letters, and such other matters reasonably determined by Purchaser as necessary to satisfy its or its affiliated parties’ obligations as a real estate investment trust and/or the requirements (including, without limitations, any regulations) of the Securities and Exchange Commission. Notwithstanding the foregoing, in the event that Purchaser requests that Seller provide an Audit Letter, Purchaser agrees to indemnify, defend, and hold harmless Seller and its Affiliates from and against all claims, losses, or liabilities arising out of any error or omission, but excluding any intentional misrepresentation, made by Seller in such Audit Letter. The provisions of this Section 6.6 shall survive the Closing.

Information and Audit Cooperation. Seller Contributor shall, at PurchaserPlymouth’s expense, reasonably cooperate with PurchaserPlymouth, PurchaserPlymouth’s designated representative, and/or PurchaserPlymouth’s independent auditor and provide each access to the books and records of the Property and all related information regarding the Property, including, without limitation, three (3) calendar years of audited books and records of the Property that qualify, comply with, and can be used in a public offering and or a public filingProperty. Should three (3) calendar years of audited books and records not be available, then Seller Contributor shall supply as many years of audited books and records that exist, but in no event shall Seller Contributor provide less than one (1) year of audited books and records. If audited financial statements are not available, Seller Contributor shall provide un-audited operating statements in lieu of audited ones and provide supporting documentation as requested in order for Purchaser Plymouth to conduct its own audit. At the Closing, Seller Contributor shall provide to Purchaser Plymouth a representation letter regarding the books and records of the Property, in substantially the form of Exhibit I Error! Reference source not found. attached hereto (an “Audit Letter”), in connection with auditing the Property in accordance with generally accepted auditing standards. At PurchaserPlymouth’s request, at any time within one (1) year after the Closing, Seller Contributor shall provide Purchaser Plymouth with such additional books, records, representation letters, and such other matters reasonably determined by Purchaser Plymouth as necessary to satisfy its or its affiliated parties’ obligations as a real estate investment trust and/or the requirements (including, without limitations, any regulations) of the Securities and Exchange CommissionCommission to the extent in Contributor’s possession. Notwithstanding the foregoing, in the event that Purchaser Plymouth requests that Seller Contributor provide an Audit Letter, Purchaser Plymouth agrees to indemnify, defend, and hold harmless Seller Contributor and its Affiliates from and against all claims, losses, or liabilities arising out of any error or omission, but excluding any intentional misrepresentation, made by Seller Contributor in such Audit Letter. The provisions of this Section 6.6 0 shall survive the Closing.

Information and Audit Cooperation. Seller Sellers shall, at PurchaserBuyer’s expense, reasonably cooperate with PurchaserBuyer, PurchaserBuyer’s designated representative, representative and/or PurchaserBuyer’s independent auditor and provide each access to the books and records of the Property and all related information regarding the Property, including, without limitation, three (3) calendar years of audited books and records of the Property that qualify, comply with, and can be used in a public offering and or a public filingoffering. Should three (3) calendar years of audited books and records not be available, then Seller Sellers shall supply as many years of audited books and records that exist, but in no event shall Seller Sellers provide less than one (1) year of audited books and records. If audited financial statements are not available, Seller Sellers shall provide un-audited operating statements in lieu of audited ones and provide supporting documentation as requested in order for Purchaser Buyer to conduct its own audit. At the Closing, Seller Sellers shall provide to Purchaser Buyer a representation letter regarding the books and records of the Property, in substantially the form of Exhibit I attached hereto (an a “Audit Letter”), in connection with auditing the Property in accordance with generally accepted auditing standards. At PurchaserBuyer’s request, at any time within one (1) year after the Closing, Seller Sellers shall provide Purchaser Buyer with such additional books, records, representation letters, letters and such other matters reasonably determined by Purchaser Buyer as necessary to satisfy its or its affiliated parties’ ' obligations as a real estate investment trust and/or the requirements (including, without limitations, any regulations) of the Securities and Exchange Commission. Notwithstanding the foregoing, in the event that Purchaser Buyer requests that Seller Sellers provide an a Audit Letter, Purchaser Buyer agrees to indemnify, defend, defend and hold harmless Seller Sellers and its Affiliates their affiliates from and against all claims, losses, or liabilities arising out of any error or omission, but excluding any intentional misrepresentation, made by either Seller in such Audit Letter. The provisions of this Section 6.6 32 shall survive the Closing.

Information and Audit Cooperation. Seller shall, at Purchaser’s expense, reasonably cooperate with Purchaser, Purchaser’s designated representative, and/or Purchaser’s independent auditor and provide each access to the books and records of the Property Properties and all related information regarding the PropertyProperties, including, without limitation, three (3) calendar years of audited books and records of the Property that qualify, comply with, and can be used in a public offering and or and/or a public filing. Should three (3) calendar years of audited books and records not be available, then Seller shall supply as many years of audited books and records that exist, but in no event shall Seller provide less than one (1) year of audited books and records. If Notwithstanding the foregoing, if audited financial statements are not available, Seller shall provide un-audited operating statements in lieu of audited ones and provide supporting documentation as requested in order for Purchaser to conduct its own audit. At the Closing, Seller shall provide to Purchaser a representation letter regarding the books and records of the Property, in substantially the form of Exhibit I J attached hereto (an “Audit Letter”), that will be used by Purchaser in connection with Purchaser’s auditing the Property Properties in accordance with generally accepted auditing standards. At Purchaser’s request, at any time within one (1) year after the Closing, Seller shall provide Purchaser with such additional books, records, representation lettersletters (as such representation letters may be modified to reflect that Seller may not have knowledge of the current financial, income, expenses or operations of the Properties), and such other matters reasonably determined by Purchaser as necessary to satisfy its or its affiliated parties’ obligations as a real estate investment trust and/or the requirements (including, without limitations, any regulations) of the Securities and Exchange Commission. Notwithstanding the foregoing, in the event that Purchaser requests that Seller provide an Audit Letter, Purchaser agrees to indemnify, defend, and hold harmless Seller and its Affiliates affiliates (including without limitation indirect holders of equity interests in Seller) from and against all claims, losses, or liabilities arising out of any error or omission, but excluding any intentional misrepresentation, made by Seller in such Audit Letter. The provisions of this Section 6.6 12.19 shall expressly survive the Closing.. [SIGNATURE PAGES AND EXHIBITS TO FOLLOW] SIGNATURE PAGE TO AGREEMENT OF PURCHASE AND SALE