Common use of Updated Financials Clause in Contracts

Updated Financials. Sellers shall from time to time upon reasonable advance notice from Purchaser, provide Purchaser and its representatives with access to all financial and other information in its possession or control relating to Sellers which is deemed relevant and reasonably necessary, in the opinion of Purchaser’s outside, third party accountants to enable Summit’s independent auditors to timely prepare, at Purchaser’s sole cost and expense (which expense shall include, but not be limited to, audit fees and costs associated with creating stand-alone financial statements for each Hotel), financial statements in compliance with any or all requirements of (i) Rule 3-05 of Regulation S-X of the Securities and Exchange Commission, (ii) any other rule or applicable law issued by the Securities and Exchange Commission or securities exchange and applicable to Purchaser or (iii) any registration statement, report or disclosure statement filed or furnished with the Securities and Exchange Commission by, or on behalf of, Purchaser. In connection with the foregoing, and in furtherance of Sellers’ obligations to assist Purchaser pursuant to this Section 12.17, Sellers covenant and agree to execute customary audit representation letters, in form and substance reasonably satisfactory to Purchaser.