Purchaser’s Audit. Purchaser has advised Seller that Purchaser must cause to be prepared audited financial statements for the calendar year 2005 and the partial calendar year 2006 (from January 1 up to the Closing Date) (the “Covered Audit Period”) in respect to the Property in compliance with certain laws and regulations, including without limitation, Securities and Exchange Commission Regulation S, X and Rule 3-14. Seller agrees to use reasonable efforts to cooperate with Purchaser’s auditors in the preparation of such audited financial statements (it being understood and agreed that the foregoing covenant shall survive Closing). Without limiting the generality of the preceding sentence, (i) Seller shall during normal business hours and upon Purchaser’s prior written request allow Purchaser’s auditors reasonable access to such books and records maintained by Seller (and Seller’s manager of the Property) in respect to the Property and pertaining to the Covered Audit Period as necessary to prepare such audited financial statements; (ii) Seller shall use reasonable efforts to provide to Purchaser such existing financial information as is reasonably requested by Purchaser and required for Purchaser’s auditors to prepare audited financial statements, and (iii) to the extent under Seller’s employ and control, Seller will upon Purchaser’s written request make available for interview by Purchaser and Purchaser’s auditors the manager of the Property or other agents or representatives of Seller responsible for the day-to-day operation of the Property and the keeping of the books and records in respect of the operation of the Property. Notwithstanding anything contained in this Section 20.8 to the contrary, in no event shall Seller be obligated to (i) make and/or obtain from Seller (or an affiliate of Seller or any of Seller’s or its affiliates’ auditors) any representations or certificates regarding such financial information, or (ii) disclose any confidential or non-public financial information with respect to any affiliate of Seller or any property of any such affiliate. The provisions of this Section 20.8 shall survive Closing.
Purchaser’s Audit. Purchaser may, at its sole cost and expense, engage a third-party certified public accountant to perform audits of the books and records of the Resort, including the historical financial statements of the Resort, which audits shall include all disclosures required by generally accepted accounting principles and the Securities and Exchange Commission regulations, specifically in accordance with Section 3.05 of Regulation S-X and all related rules and regulations thereof. Seller shall, and shall use commercially reasonably efforts, at no cost to Seller, to cooperate in connection with the performance of such audits and to the extent reasonably available to Seller, shall provide all information with respect to the Resort reasonably requested by such accountants, at no cost or expense to Seller. The covenant of Seller set forth in this Section 13.13 regarding its cooperation, in connection with the audit of the Resort books and records and providing information reasonably requested shall survive Closing for a period of one (1) year.
Purchaser’s Audit. Purchaser is required to complete an independent audit on three years of the Property’s operating history including revenue and expenses (the “Audit”). At any time before Closing, Seller shall allow Purchaser’s and its auditors reasonable access to the books and records of Seller (but not including any of Seller’s federal tax returns or records, nor any of Seller’s partnership communications, internal memoranda or other internal papers) relating to the operation of the Property from and after January 1, 2004, to enable Purchaser to comply with any financial reporting requirements applicable to Purchaser. In addition, for the six (6) months following Closing, to the extent such documents and records were not otherwise delivered to Purchaser and only to the extent in Seller’s possession, Seller will reasonably cooperate with Purchaser in connection with any additional requests for information from Purchaser (or its auditors) relating to the Audit. The Audit will be performed by Ernst & Young on behalf of Purchaser. In connection therewith Dxxxxx X. Xxxxxxx, on behalf of Seller, will, promptly following full execution of this Agreement, execute and deliver to Purchaser a so-called audit representation letter in substantially the form attached hereto as Exhibit K.
Purchaser’s Audit. If at any time within two (2) years of the Closing Date, upon an audit by the Purchaser’s certified public accounting firm (“Purchaser’s Auditor”), it is determined by the Purchaser’s Auditor that there is a discrepancy between the Purchaser’s Auditor’s calculation of the Net Working Capital as of the Closing and the Final Amount, then the Final Amount shall be adjusted by such discrepancy, and the terms set forth in Section 2.08 that apply to the Shortfall shall apply to such discrepancy.
