Regulation S-X. From and after the Closing, Sellers agrees to cooperate, and cause its accountants to cooperate, at no out-of-pocket costs or expense to Sellers, in providing (i) historical financial information to Purchaser in a manner and within the time period required for Purchaser or its Affiliates to satisfy its filing obligations with the Securities and Exchange Commission and (ii) any other information reasonably requested by Purchaser in order to comply with the requirements of Rule 3-05 of Regulation S-X of the Securities Act of 1933, as amended.
Regulation S-X. Parent shall use reasonable best efforts to cooperate with Buyer, at Buyer’s sole cost and expense, in connection with Buyer’s preparation of audited financial statements as of December 31, 2011 and for the year ended December 31, 2011 (collectively, the “Required Financials”) in a form that includes any applicable purchase accounting entries and that will allow Buyer to disclose such Required Financials as required pursuant to Rule 3-05 of Regulation S-X of the Securities Act; provided that nothing herein shall require such cooperation to the extent it would unreasonably interfere with the Business or the other operations of Parent, Seller and their respective Subsidiaries and the preparation or delivery of any of the Required Financials shall not be a condition to the Closing in any manner.
Regulation S-X. The Corporate Reporting Data shall include a discussion and analysis by management of the Company’s and its Subsidiaries’ consolidated financial condition and results of operations for the requisite quarterly periods, including an explanation of any material adverse change, all in reasonable detail and prepared in accordance with Item 303(b) of Regulation S-K.
Regulation S-X. Seller shall, and shall request that their accountants, assist Purchaser, at Purchaser’s request and sole cost and expense (which costs and expenses Purchaser covenants to pay promptly when due), by providing information relating to the Property and its operation that may be reasonably necessary for Purchaser to produce the financial statements required under Rule 3-14 of regulation S-X of the U.S. securities laws (including providing a letter in the form attached hereto as Schedule 11.20). In addition to the above, Seller shall otherwise reasonably cooperate with Purchaser concerning the foregoing. Subject to Seller’s obligations with respect to its representations and warranties hereunder, Purchaser agrees to indemnify the Seller Parties and hold them harmless from and against any and all Claims arising out of the preparation or use by Purchaser of any such information provided by Seller or Seller’s accountants pursuant to this Section 11.20 (but excluding any Claims arising out of the mere discovery of information by Purchaser). The provisions of this Section 11.20 shall survive the Closing or any termination of this Agreement.
Regulation S-X. Between the date hereof and the Closing Date, neither Parent nor any of its Subsidiaries will enter into any binding agreement to acquire a business (other than the Company) that is significant for purposes of Rule 3-05 of Regulation S-X, unless otherwise permitted by the Lead Arrangers (as defined in the Debt Commitment Letter).
Regulation S-X. Purchaser has advised Seller that Purchaser must comply with Regulation §210.3-14 promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-X”), which requires Purchaser to cause to be prepared audited income statements for the Property. Upon request of Purchaser within one (1) year after the Closing Date, Seller shall, within ten (10) days after such request, provide to Purchaser or make available to Purchaser at Seller’s place of business or the Property as elected by Seller, at Purchaser’s cost and expense, any books and records of Seller directly related to the operations and financial results of the Property in Seller’s possession or under Seller’s control as are reasonably requested by Purchaser and reasonably necessary for Purchaser’s auditors to prepare such audited income statements in compliance with Regulation S-X.
Regulation S-X. Seller shall use its reasonable efforts to cooperate with Purchaser and its auditors to provide, from and after the date hereof, access at all reasonable times to all financial and other information relating to the Property necessary for Purchaser and its auditors to prepare audited financial statements in conformity with Regulation S-X of the Securities and Exchange Commission (“SEC”) or other materials required for any registration statement, report or other disclosure to be filed with the SEC or necessary to comply with any SEC rule or regulation, in each case to the extent in Seller’s possession; provided, however, that Purchaser shall pay for any reasonable, actual out-of-pocket costs incurred by Seller in connection with its obligations under this Section 13.26 and Purchaser hereby waives any and all claims, liabilities and damages that may be raised by Purchaser against Seller, its agents or affiliates and releases Seller and its agents and affiliates from any such claims, liabilities and damages, in each case arising with respect to Seller’s actions or omissions pursuant to this Section 13.26; provided that this waiver and release shall in no way constitute a waiver, release or otherwise compromise Purchaser’s rights and/or Seller’s liabilities with respect to Seller’s obligations elsewhere in this Agreement (excluding this Section 13.26). The obligation of Seller to use reasonable efforts to cooperate with Purchaser and its auditors shall survive the Closing for a period of one hundred eighty (180) days. [Signatures Appear On Following Pages]
Regulation S-X. Prior to Closing, the Seller Group Members shall promptly provide, and shall cause the Group Companies to promptly provide, updated financial statements of the Group Companies that are necessary or advisable, in the reasonable opinion of Buyer, to enable Buyer to prepare financial statements in compliance with the requirements of Regulation S-X of the Securities and Exchange Commission. Without limiting the generality of the foregoing, prior to Closing, the Seller Group Members shall provide, and shall cause the Group Companies to provide, updated monthly financial statements of the Group Companies within five (5) Business Days after the end of each month and updated quarterly financial statements of the Group Companies within ten (10) Business Days after the end of each quarter, in each case prepared on a consistent basis with the Interim Company Financial Statements.
Regulation S-X. (a) Purchaser has advised Sellers that Purchaser must comply with Securities and Exchange Commission Regulation S-X (17 C.F.R. § Part 210) (“
Regulation S-X. Seller and CLSB II Assignor shall, and shall request that their accountants, assist Purchaser, at Purchaser’s request and sole cost and expense (which costs and expenses Purchaser covenants to pay promptly when due), by providing information relating to the Property and its operation and the CLSB II Purchase Money Loan that may be reasonably necessary for Purchaser to produce the financial statements required under Rule 3-14 of regulation S-X of the U.S. securities laws. Subject to Seller’s obligations with respect to its representations and warranties hereunder, Purchaser agrees to indemnify the Seller Parties and hold them harmless from and against any and all Claims arising out of the preparation or use by Purchaser of any such information provided by Seller or Seller’s accountants pursuant to this Section 11.20 (but excluding any Claims arising out of the mere discovery of information by Purchaser).
