Record Access and Retention. 21.1. Seller shall provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer reasonable access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, Property Owner or its property manager or accountants, to enable Buyer’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus one (1) prior calendar year. Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer or any affiliate of Buyer, if requested by such auditor, historical financial statements for the Membership Interests and/or the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Property Owner's operating statements of the Property or Seller's statements of the Membership Interests, at Buyer’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer or any affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for use under this Section 21.1 shall be an on-going condition to Buyer’s obligation to close Escrow, and Seller shall maintain its records for use under this Section 21.1 for a period of not less than one (1) year after the Closing Date. The provisions of this Section shall survive Closing.
Record Access and Retention. At Purchaser’s request, Seller shall provide to Purchaser (at Purchaser’s sole cost and expense) copies of, or at Purchaser’s option shall provide Purchaser access to, such factual information as may be requested by Purchaser in its sole discretion, and in the possession of Seller, or its property manager or accountants, to enable Purchaser’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the financial statements of the Property for the year to date of the year in which Closing occurs plus the three (3) immediately preceding calendar years (provided, however, that other than fees paid or payable to Seller, a Seller affiliate or a third party for on-site property management, such audit shall not include an audit of asset management fees internally allocated by Seller (as opposed to paid to a third party) or interest expenses attributable to the Seller). Purchaser shall be responsible for all out-of-pocket costs associated with any such audit. Seller shall cooperate (at no cost to Seller) with Purchaser and its auditor in Purchaser’s preparation and review of such information and the conduct of such audit. In addition, to the extent available Seller agrees to provide to Purchaser or any affiliate of Purchaser, if requested, historical financial statements for the Property to the extent in Seller’s possession, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Purchaser’s expense, and, to the extent available, Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall, to the extent available, furnish to Purchaser such financial and other information as may be requested by Purchaser or any affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller shall maintain its records for use under this Section 35 for a period of not less than twelve (12) months after the Closing Date. The provisions of this Section shall survive Closing.
Record Access and Retention. Seller shall provide to Purchaser (at Purchaser’s sole cost and expense) copies of, or shall provide Purchaser reasonable access to, such factual information as may be reasonably requested by Purchaser, and in the possession or control of Seller, or its property manager or accountants, to enable Purchaser’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, or as may be reasonably required by Purchaser or any affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority, of the balance sheet and income statements of the Property for the year to date of the year in which Closing occurs plus the two immediately preceding calendar years. Seller’s obligation to maintain its records for use under this Section 7.3 shall be an ongoing condition to Closing for Purchaser’s benefit until Closing. Seller shall maintain its records for use under this Section 7.3 for a period of not less than two years after the Closing Date. The provisions of this Section shall survive Closing.
Record Access and Retention. To the extent that (a) such has not previously been provided by Seller to Purchaser or (b) is not otherwise in Purchaser's possession or control, Seller shall promptly provide to Purchaser (at Purchaser’s expense) or Purchaser’s auditor copies of, or shall provide Purchaser or Purchaser’s auditor reasonable access to, such financial and other factual information as may be reasonably requested by Purchaser or Purchaser’s auditor, and in the possession or control of Seller, to enable Purchaser’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the operating statements and income and expenses of the Property for the year to date of the year in which Closing occurs plus the two (2) immediately preceding calendar years. Seller shall reasonably cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such audit. Seller shall maintain its records for use under this Section 29 for a period of not less than two (2) years after the Closing Date. The provisions of this Section 29 shall survive Closing for two years.
Record Access and Retention. For a period of up to eighteen (18) months after Closing, upon Buyer’s reasonable request, Seller shall after the Closing (i) provide Buyer with reasonable access to, and the right to inspect, Seller’s financial information and historical books and records (the “3-14 Audit Information”) in connection with the preparation by Buyer’s auditors (or the auditors of Buyer’s parent company) of a SEC Regulation S-X 3-14 Audit (“S-X 3-14 Audit”) of certain operating revenues and expenses with respect to the Property. Seller further agrees to provide Buyer’s auditors (or the auditors of Buyer’s parent company) with reasonable access to Seller’s books and records relating to the Property as otherwise reasonably required to complete any such S-X 3-14 Audit. Notwithstanding the foregoing, (x) in no event shall Seller be required to provide a management representation letter or make any representation or warranty with respect to the 3-14 Audit Information, (y) in no event shall Seller be required to prepare any reports or data with respect to any 3-14 Audit and Sellers sole obligation with respect to the 3-14 Audit Information shall be to provide Buyer reasonable access to financial information and books and records in Seller’s possession, and (z) Buyer, for itself and all of Buyer’s Representatives, hereby waives any and all claims against Seller and each Seller Released Party with respect to the information comprising the 3-14 Audit Information and the compilation of the S-X 3-14 Audit. The terms and conditions of this Section 34 shall survive the Closing. [END OF TEXT; SIGNATURES FOLLOW IMMEDIATELY ON NEXT PAGE]
Record Access and Retention. (a) Purchaser agrees to retain or cause to be retained all accounting, business, litigation, financial and tax records (including, without limitation, work papers) (i) relating to the Company or its business in existence on the Closing Date, or (ii) coming into existence after the Closing Date which relate to the Company or its business prior to the Closing Date (the "Business Documents"), in each case for a period of three years from the Closing Date (or, for records relating to a Tax return, the later of the expiration of the relevant statute of limitations or six years from the date such Tax return was filed). At any time following three years from the Closing Date, Purchaser, at its election, may notify Seller of its desire to transfer records to Seller and, if Seller does not desire to receive such records, Purchaser may destroy or otherwise dispose of such undesired records. In addition, Purchaser agrees that from and after the Closing Date, it will not unreasonably refuse to provide Seller or its representatives, after reasonable notice and during normal business hours, access to and copies of such Business Documents as are necessary to properly prepare for, file, prove, answer, prosecute and/or defend any financial statements, Tax return and any other filing, audit, judicial or administrative proceeding relating to Taxes, or any third party protest, claim, suit, inquiry or other proceeding by any third party against Seller or any of its affiliates and, if requested by Seller, will use reasonable efforts to abide with any record retention agreement entered into with tax authorities.
Record Access and Retention. To the extent Seller possesses or controls the same, prior to Closing, Seller shall use commercially reasonable efforts to provide Buyer with copies of, or reasonable access to, such factual information as may be reasonably requested by Buyer in connection with an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus one (1) prior calendar year (provided, however, such audit shall not include an audit of management fees or interest expenses attributable to the Seller). Buyer shall be responsible to engage the auditor and to pay all costs associated with such audit. Notwithstanding anything in this Paragraph 24(v) to the contrary, Seller shall not have or be required to incur any cost, expense or liability in connection with such audit. <Parties' Signatures On Next Page> 37
Record Access and Retention. Seller shall promptly provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer reasonable access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, or its property manager or accountants, to enable Buyer’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus the two (2) immediately preceding calendar years. Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer, if requested by such auditor, historical financial statements for the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Seller shall maintain its records for use under this Section 14.16 for a period of not less than two (2) years after the Closing Date. In no event shall Seller be obligated to deliver any Excluded Documents to Buyer. The provisions of this Section shall survive Closing. (Signature Lines On Next Page) WITNESS the following signatures: SELLER: PRESTON HILLS GARDENS ASSOCIATES, LLC, a Delaware limited liability company By: Preston Hills Managing Co., LLC, a Delaware limited liability company, its Manager By: /s/ T. Xxxxxxx Xxxxxx, Xx. T. Xxxxxxx Xxxxxx, Xx. Vice President RIVERSIDE REALTY PRESTON HILLS, LLC, a Delaware limited liability company By: Riverside Preston Hills Managing Co., LLC, a Delaware limited liability company, its Manager By: /s/ T. Xxxxxxx Xxxxxx, Xx. T. Xxxxxxx Xxxxxx, Xx. Vice President Date: January ___, 2015 BUYER: STEADFAST ASSET HOLDINGS, INC. a California corporation By: /s/ Xxx Xxxxx del Rio Name: Xxx Xxxxx del Rio Title: Vice President January ___, 2015 ESCROW AGENT SIGNATURE PAGE The undersigned hereby executes the Agreement to which this signature page is attached for the purpose of confirming its agreement to be bound by the provisions of the Agreement regarding the Xxxxxxx Money and closing procedures including, without limitation, Section 2.2 of the Agreement. ESCROW AGENT: MADISON TITLE AGENCY, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Director National Dept. - 30 - List of Schedules and Exhibits Schedule 1 Legal Description of Land Schedule...
Record Access and Retention. Where there is a legitimate reason (including, without limitation, a tax or other audit, other governmental inquiry, or actual or prospective claim by or against either Seller or Buyer, or to which Seller or Buyer may become a party) for Seller or Buyer to require access to records or other information relating to the Property that is in the possession or control of the other party, and if providing such access would not adversely affect (excluding records and information requested in connection with a claim against the other party so long as such information is not subject to attorney-client privilege) the party whose records or other information are being sought (in the good faith judgment of such party), each party will allow the other reasonable access to such records and information at its then-current location (or such other location as the party in possession of such records or information may reasonably designate), in order to analyze and/or copy the same (at the requesting party’s sole cost and expense), for use solely for the purposes for which the same are being requested. In any case in which a party hereto desires to obtain any records or information pursuant to this Section 13.22, such party shall notify the other in writing of such request, setting forth in such notice the purposes for which such records and information are being requested and the expected use thereof (including, if applicable, the nature of any claim or other proceeding in which the same will be used and the parties thereto), and the party receiving such request may, as a condition to granting the same, require that the requesting party enter into an agreement protecting the confidentiality of such records and information. In no event shall a party be obligated to provide access to records or other information under this Section 13.22 in connection with any litigation, claim, or dispute between Buyer and Seller, or in which Buyer and Seller are or may become adverse parties, other than in accordance with applicable discovery and evidentiary rules and procedures applicable to such matter, and no access to or disclosure of records or information shall be required hereunder if the same would or reasonably could result in the loss of any attorney-client privilege or other applicable evidentiary privileges that may be applicable to such records or information. Each party shall maintain its records for use under this Section 13.22 for a period of not less than one (1) year after ...
Record Access and Retention. SPONSOR and its agents shall have access to all information resulting from each Study. The UNIVERSITY shall permit SPONSOR and its agents, during normal business hours and at mutually agreeable times, to inspect and make abstracts of records and reports collected and generated by the UNIVERSITY and/or the Investigator in the course of conducting the Study and to inspect the facilities at which the Study is conducted for the purposes of verifying compliance with this Agreement, the applicable Protocol and the accuracy of information provided by the UNIVERSITY or the Investigator to SPONSOR in connection with the Study. The UNIVERSITY shall make the Investigator and other appropriate Personnel reasonably available to SPONSOR and its agents to discuss such records and reports and to resolve any questions relating to such records and reports. At the request of SPONSOR or its agents, the UNIVERSITY shall, and shall cause the Investigator to, correct any errors or omissions in such records and reports. Notwithstanding the foregoing, the UNIVERSITY shall have no obligation to alter Study subject medical records in any manner inconsistent with generally accepted medical record practices. The UNIVERSITY shall maintain Study records consistent with the requirements of applicable laws and regulations.
