Post-Closing Obligations Regarding Financial Information. Buyer has advised Seller that Buyer may be required to file, in compliance with certain laws and regulations {00847420.10 46276-000125 } F:\71018.005\Purchase Agreement\Purchase Agreement – Xxxxxx Village v8.doc (including, without limitation, Regulation S-X of the Securities and Exchange Commission [“SEC”]), audited financial statements, pro forma financial statements and other financial information related to the Property for up to one (1) fiscal year prior to Closing and any interim period during the fiscal year in which the Closing occurs (the “Financial Information”). If Buyer or its principals give notice to Seller that it is (or they are) obligated to provide such information, following the Closing and for a period of ninety (90) days thereafter, Seller agrees to use its commercially reasonable efforts to cooperate with Buyer and its representatives and agents in the preparation of the Financial Information; provided, however, Seller shall not be required to (i) incur any out of pocket expenses or costs unless Buyer reimburses Seller for the same, (ii) provide information that was previously made available to Buyer or (iii) make any representations or warranties other than those contained herein. For a period of ninety (90) days after Closing, Seller shall maintain, and after reasonable advance written notice from Buyer, Seller shall provide access to such books and records of Seller and its property manager reasonably related to the Financial Information except as otherwise limited by this Section 7.18. Further, so long as the persons in charge of management of the Property at the time of Closing remain in the employ of Seller or an affiliate of Seller (including its property manager), after reasonable written notice to Seller, it will make such persons available for interview; provided, however, that Seller shall not incur any costs in connection with such interviews, which may occur via telephone, Seller shall be allowed to have other representatives present during any such interviews and Seller shall have no liability for and shall not be deemed to have made any representation or warranty related to any information obtained in such interviews. Notwithstanding the foregoing, Seller shall not be required to provide any information concerning (a) Seller’s, or any of Seller's affiliates’ or partners’ (collectively with Seller, the "Seller Financial Parties"), capital structure or debt, (b) any Seller Financial Parties' financial analyses or projecti...
Post-Closing Obligations Regarding Financial Information. Reliant will deliver to Oscient, within sixty (60) days following the Closing (but in no event shall Reliant be required to make any delivery hereunder prior to October 15, 2006), audited financial statements with respect to the Product in the Territory for the required periods which are compliant with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and will specifically include net sales and gross margin of the Products in the Territory (the “Pre-Closing Financial Statements”). Reliant will cooperate with Oscient to cause such accounting firm to provide its written consent to filing, from time to time, of such financial statements and opinion in the reports or registration statements of Oscient or its Affiliates with the SEC. Oscient will reimburse Reliant for its out of pocket third party expenses incurred in connection with the audit of such financial statements and the provision of such consent.
