Common use of Post-Closing Obligations Regarding Financial Information Clause in Contracts

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 projections, investment analyses, account summaries or other documents prepared solely for any Seller Financial Parties' internal purposes or not directly related to the operation of the Property, (c) any Seller Financial Parties' tax returns, or (d) any Seller Financial Parties' financial statements (other than Property-level financial statements otherwise required pursuant to this Section 7.18). Buyer acknowledges and agrees that Buyer may not use any information provided pursuant to this Section 7.18 or the results of its review or interviews pursuant to this Section 7.18 to pursue any claim against any Seller.

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, or (ii) provide information that was previously made available to Buyer or (iii) make any representations or warranties other than those contained hereinBuyer. 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 Property Manager reasonably related to the Financial Information Property except as otherwise limited by this Section 7.1815.21. 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)Seller, 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 projections, investment analyses, account summaries or other documents prepared solely for any Seller Financial Parties' internal purposes or not directly related to the operation of the Property, (c) any Seller Financial Parties' tax returns, or (d) any Seller Financial Parties' financial statements (other than Property-level financial statements otherwise required pursuant to this Section 7.1815.21). Seller acknowledges and agrees that any information provided or made available pursuant to this Section 15.21 will, to Seller's knowledge at the time provided, be true, accurate and complete in all material respects. Buyer acknowledges and agrees that Buyer may not use any information provided pursuant to this Section 7.18 15.21 or the results of its review or interviews pursuant to this Section 7.18 15.21 to pursue any claim against any SellerIndemnified Seller Parties. [Remainder of Page Left Intentionally Blank. Signature Page Follows.]

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, or (ii) provide information that was previously made available to Buyer or (iii) make any representations or warranties other than those contained hereinBuyer. 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 Property Manager reasonably related to the Financial Information Property except as otherwise limited by this Section 7.1815.21. 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)Seller, 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 projections, investment analyses, account summaries or other documents prepared solely for any Seller Financial Parties' internal purposes or not directly related to the operation of the Property, (c) any Seller Financial Parties' tax returns, or (d) any Seller Financial Parties' financial statements (other than Property-level financial statements otherwise required pursuant to this Section 7.1815.21). Seller acknowledges and agrees that any information provided or made available pursuant to this Section 15.21 will, to Seller's knowledge at the time provided, be true, accurate and complete in all material respects. Buyer acknowledges and agrees that Buyer may not use any information provided pursuant to this Section 7.18 15.21 or the results of its review or interviews pursuant to this Section 7.18 15.21 to pursue any claim against any SellerIndemnified Seller Parties.

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, or (ii) provide information that was previously made available to Buyer or (iii) make any representations or warranties other than those contained hereinBuyer. 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 Property Manager reasonably related to the Financial Information Property except as otherwise limited by this Section 7.1815.20. 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)Seller, 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’ ’s affiliate’s or partners’ member’s (collectively with Seller, the "“Seller Financial Parties"”), capital structure or debt, (b) any Seller Financial Parties' ’ financial analyses or projections, investment analyses, account summaries or other documents prepared solely for any Seller Financial Parties' ’ internal purposes or not directly related to the operation of the Property, (c) any Seller Financial Parties' ’ tax returns, or (d) any Seller Financial Parties' ’ financial statements (other than Property-level financial statements otherwise required pursuant to this Section 7.1815.20). Seller acknowledges and agrees that any information provided or made available pursuant to this Section 15.20 will, to Seller’s knowledge at the time provided, be true, accurate and complete in all material respects. Buyer acknowledges and agrees that Buyer may not use any information provided pursuant to this Section 7.18 15.20 or the results of its review or interviews pursuant to this Section 7.18 15.20 to pursue any claim against any SellerIndemnified Seller Parties. THE SUBMISSION OF THIS AGREEMENT FOR EXAMINATION IS NOT INTENDED TO NOR SHALL IT CONSTITUTE AN OFFER TO SELL, OR A RESERVATION OF, OR OPTION OR PROPOSAL OF ANY KIND FOR THE PURCHASE OF THE PROPERTY. EITHER PARTY MAY TERMINATE DISCUSSIONS OR NEGOTIATIONS AT ANY TIME FOR ANY REASON. THE DELIVERY OF ANY DRAFT DOCUMENTS AND THE PROVISION OF ANY COMMENTS IN RESPONSE THERETO BY THE PARTIES’ COUNSEL WILL NOT PRECLUDE THE PARTIES FROM RAISING COMMENTS OR RESPONDING TO PROVISIONS, EVEN IF THOSE PROVISIONS WERE SET FORTH IN PRIOR DRAFTS OR COMMENTARY. IN NO EVENT SHALL ANY DRAFT OF THIS AGREEMENT CREATE ANY OBLIGATION OR LIABILITY, IT BEING UNDERSTOOD THAT THIS AGREEMENT SHALL BE EFFECTIVE AND BINDING ONLY WHEN A COUNTERPART HEREOF HAS BEEN EXECUTED AND DELIVERED BY EACH PARTY HERETO AND THE INITIAL EXXXXXX MONEY IS DELIVERED TO THE TITLE COMPANY.

Post-Closing Obligations Regarding Financial Information. Buyer Purchaser has advised Seller that Buyer Purchaser 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 Purchaser 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 Purchaser 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 Purchaser reimburses Seller for the same, (ii) provide information that was previously made available to Buyer Purchaser 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 BuyerPurchaser, Seller shall provide access to such books and records of Seller and its property manager reasonably related to the Financial Information Property except as otherwise limited by this Section 7.1815.21. 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 projections, investment analyses, account summaries or other documents prepared solely for any Seller Financial Parties' internal purposes or not directly related to the operation of the Property, (c) any Seller Financial Parties' tax returns, or (d) any Seller Financial Parties' financial statements (other than Property-level financial statements otherwise required pursuant to this Section 7.1815.21). Buyer Purchaser acknowledges and agrees that Buyer Purchaser may not use any information provided pursuant to this Section 7.18 15.21 or the results of its review or interviews pursuant to this Section 7.18 15.21 to pursue any claim against any Seller. As used above, “persons in charge of management of the Property” shall be defined to mean Jxxxxxxx Xxxxx and Txx X’Xxxxx.