Common use of Xxxxxxxx-Xxxxx Certification Clause in Contracts

Xxxxxxxx-Xxxxx Certification. A. Owner may, in connection with its or any of its Affiliate’s annual or quarterly Securities and Exchange Commission reporting requirements (and in any event no more than four (4) times in any Fiscal Year), request that Manager deliver to Owner or its Affiliate a certificate from an accounting officer (or equivalent employee) of Manager, in a form approved by Manager’s accounting firm, certifying that, to his or her knowledge, the information contained in the Accounting Period Statements for the Accounting Periods contained within the applicable Fiscal Year or quarter are true and correct in all material respects, subject to final adjustment based on the annual review conducted by Manager in preparing the Annual Operating Statement. Owner shall submit such request in writing, along with the date by which such certificate is to be delivered, not less than five (5) business days prior to the requested delivery date, and Manager shall deliver the certificate by the requested date or, if later, within five (5) business days after Manager’s receipt of Owner’s request. B. In connection with Owner’s or its Affiliates’ certifications under Section 404 (“Section 404”) of the Xxxxxxxx-Xxxxx Act of 2002, Owner or such Affiliate shall have the right, at its option: 1. Either (i) to require Manager to document its processes and related internal controls for Owner or such Affiliate to use in its required documentation under Section 404 or (ii) to have access to Manager’s books and records relating to the Hotel (including, without limitation, reasonable access to Manager’s premises) to document Manager’s processes and related internal controls; and 2. Either (i) to require testing by Manager of the controls identified in clause 1 above or (ii) to have access to Manager’s books and records relating to the Hotel (including, without limitation, reasonable access to Manager’s premises) to permit Owner or such Affiliate to test the controls identified in clause 1 above. Manager shall provide Owner’s or such Affiliates’ independent auditors access to Manager’s books and records relating to the Hotel (including, without limitation, access to Manager’s premises) to conduct their audit of the testing performed pursuant to this Section 4.08. If Owner or such Affiliate determine such controls have weaknesses which should be mentioned in Owner’s or such Affiliates’ report on internal controls under Section 404 or other certifications under the Xxxxxxxx-Xxxxx Act of 2002, Manager shall use reasonable best efforts to remedy and/or correct identified weaknesses within thirty (30) days after notice; provided, however, that in the event that Manager does not so remedy and/or correct such weaknesses within the applicable thirty (30) day cure period, Owner shall be entitled to terminate this Agreement upon thirty (30) days prior notice to Manager. Manager shall be responsible for any costs of Owner or its auditors associated with correcting or retesting any such weaknesses.

Xxxxxxxx-Xxxxx Certification. A. Owner may, in connection with its or any of its Affiliate’s annual or quarterly Securities and Exchange Commission reporting requirements (and in any event no more than four (4) times in any Fiscal Year), request that Manager deliver to Owner or its Affiliate a certificate from an accounting officer (or equivalent employee) of Manager, in a form approved by Manager’s accounting firm, certifying that, to his or her knowledge, the information contained in the Accounting Period Statements for the Accounting Periods contained within the applicable Fiscal Year or quarter are true and correct in all material respects, subject to final adjustment based on the annual review conducted by Manager in preparing the Annual Operating Statement. Owner shall submit such request in writing, along with the date by which such certificate is to be delivered, not less than five (5) business days prior to the requested delivery date, and Manager shall deliver the certificate by the requested date or, if later, within five (5) business days after Manager’s receipt of Owner’s request. B. In connection with Owner’s or its Affiliates’ certifications under Section 404 (“Section 404”) of the Xxxxxxxx-Xxxxx Act of 2002, Owner or such Affiliate shall have the right, at its option: 1. Either (i) to require Manager to document its processes and related internal controls for Owner or such Affiliate to use in its required documentation under Section 404 or (ii) to have access to Manager’s books and records relating to the Hotel (including, without limitation, reasonable access to Manager’s premises) to document Manager’s processes and related internal controls; and 2. Either (i) to require testing by Manager of the controls identified in clause 1 above or (ii) to have access to Manager’s books and records relating to the Hotel (including, without limitation, reasonable access to Manager’s premises) to permit Owner or such Affiliate to test the controls identified in clause 1 above. Manager shall provide Owner’s or such Affiliates’ independent auditors access to Manager’s books and records relating to the Hotel (including, without limitation, access to Manager’s premises) to conduct their audit of the testing performed pursuant to this Section 4.08. If Owner or such Affiliate determine such controls have weaknesses which should be mentioned in Owner’s or such Affiliates’ report on internal controls under Section 404 or other certifications under the Xxxxxxxx-Xxxxx Act of 2002, Manager shall use commercially reasonable best efforts to remedy and/or correct identified weaknesses within thirty (30) days after notice; provided, however, that in the event that Manager does not so remedy and/or correct such weaknesses within the applicable thirty (30) day cure period, Owner shall be entitled to terminate this Agreement upon thirty (30) days prior notice to Manager. Manager shall be responsible for any costs of Owner or its auditors associated with correcting or retesting any such weaknesses.

Xxxxxxxx-Xxxxx Certification. A. Owner may, in connection with its or any of its Affiliate’s annual or quarterly Securities and Exchange Commission reporting requirements (and in any event no more than four (4) times in any Fiscal Year), request that Manager deliver to Owner or its Affiliate a certificate from an accounting officer (or equivalent employee) of Manager, in a form approved by Manager’s accounting firm, certifying that, to his or her knowledge, the information contained in the Accounting Period Statements for the Accounting Periods contained within the applicable Fiscal Year or quarter are true and correct in all material respects, subject to final adjustment based on the annual review conducted by Manager in preparing the Annual Operating Statement. Owner shall submit such request in writing, along with the date by which such certificate is to be delivered, not less than five (5) business days prior to the requested delivery date, and Manager shall deliver the certificate by the requested date or, if later, within five (5) business days after Manager’s receipt of Owner’s request. B. In connection with Owner’s or its Affiliates’ certifications under Section 404 (“Section 404”) of the Xxxxxxxx-Xxxxx Act of 2002, Owner or such Affiliate shall have the right, at its option: 1. Either (i) to require Manager to document its processes and related internal controls for Owner or such Affiliate to use in its required documentation under Section 404 or (ii) to have access to Manager’s books and records relating to the Hotel (including, without limitation, reasonable access to Manager’s premises) to document Manager’s processes and related internal controls; and 2. Either (i) to require testing by Manager of the controls identified in clause 1 above or (ii) to have access to Manager’s books and records relating to the Hotel (including, without limitation, reasonable access to Manager’s premises) to permit Owner or such Affiliate to test the controls identified in clause 1 above. Manager shall provide Owner’s or such Affiliates’ independent auditors access to Manager’s books and records relating to the Hotel (including, without limitation, access to Manager’s premises) to conduct their audit of the testing performed pursuant to this Section 4.08. If Owner or such Affiliate determine such controls have weaknesses which should be mentioned in Owner’s or such Affiliates’ report on internal controls under Section 404 or other certifications under the Xxxxxxxx-Xxxxx Act of 2002, Manager shall use reasonable best efforts to remedy and/or correct identified weaknesses within thirty (30) days after notice; provided, however, that in the event that Manager does not so remedy and/or correct such weaknesses within the applicable thirty (30) day cure period, Owner shall be entitled to terminate this Agreement upon thirty (30) days prior notice to Manager. Manager shall be responsible for any costs of Owner or its auditors associated with correcting or retesting any such weaknessesa timely manner.

Xxxxxxxx-Xxxxx Certification. A. Owner may, in connection with its or any of its Affiliate’s annual or quarterly Securities and Exchange Commission reporting requirements (and in any event no more than four (4) times in any Fiscal Year), request that Manager deliver to Owner or its Affiliate a certificate from an accounting officer (or equivalent employee) of Manager, in a form approved by Manager’s accounting firm, certifying that, to his or her knowledge, the information contained in the Accounting Period Statements for the Accounting Periods contained within the applicable Fiscal Year or quarter are true and correct in all material respects, subject to final adjustment based on the annual review conducted by Manager in preparing the Annual Operating Statement. Owner shall submit such request in writing, along with the date by which such certificate is to be delivered, not less than five (5) business days prior to the requested delivery date, and Manager shall deliver the certificate by the requested date or, if later, within five (5) business days after Manager’s receipt of Owner’s request. B. In connection with Owner’s or its Affiliates’ certifications under Section 404 (“Section 404”) of the Xxxxxxxx-Xxxxx Act of 2002, Owner or such Affiliate shall have the right, at its option: 1. Either (i) to require Manager to document its processes and related internal controls for Owner or such Affiliate to use in its required documentation under Section 404 or (ii) to have access to Manager’s books and records relating to the Hotel (including, without limitation, reasonable access to Manager’s premises) to document Manager’s processes and related internal controls; and 2. Either (i) to require testing by Manager of the controls identified in clause 1 above or (ii) to have access to Manager’s books and records relating to the Hotel (including, without limitation, reasonable access to Manager’s premises) to permit Owner or such Affiliate to test the controls identified in clause 1 above. Manager shall provide Owner’s or such Affiliates’ independent auditors access to Manager’s books and records relating to the Hotel (including, without limitation, access to Manager’s premises) to conduct their audit of the testing performed pursuant to this Section 4.08. If Owner or such Affiliate determine such controls have weaknesses which should be mentioned in Owner’s or such Affiliates’ report on internal controls under Section 404 or other certifications under the Xxxxxxxx-Xxxxx Act of 2002, Manager shall use reasonable best efforts to remedy and/or correct identified weaknesses within thirty (30) days after notice; provided, however, that in the event that Manager does not so remedy and/or correct such weaknesses within the applicable thirty (30) day cure period, Owner shall be entitled to terminate this Agreement upon thirty (30) days prior notice to Manager. Manager shall be responsible for any costs of Owner or its auditors associated with correcting or retesting any such weaknessesa timely manner.

Xxxxxxxx-Xxxxx Certification. A. Owner may, in connection with its or any of its Affiliate’s annual or quarterly Securities and Exchange Commission reporting requirements (and in any event no more than four (4) times in any Fiscal Year), request that Manager deliver to Owner or its Affiliate a certificate from an accounting officer (or equivalent employee) of Manager, in a form approved by Manager’s accounting firm, certifying that, to his or her knowledge, the information contained in the Accounting Period Statements for the Accounting Periods contained within the applicable Fiscal Year or quarter are true and correct in all material respects, subject to final adjustment based on the annual review conducted by Manager in preparing the Annual Operating Statement. Owner shall submit such request in writing, along with the date by which such certificate is to be delivered, not less than five (5) business days prior to the requested delivery date, and Manager shall deliver the certificate by the requested date or, if later, within five (5) business days after Manager’s receipt of Owner’s request. B. In connection with Owner’s or its Affiliates’ certifications under Section 404 (“Section 404”) of the Xxxxxxxx-Xxxxx Act of 2002, Owner or such Affiliate shall have the right, at its option: 1. Either (i) to require Manager to document its processes and related internal controls for Owner or such Affiliate to use in its required documentation under Section 404 or (ii) to have access to Manager’s books and records relating to the Hotel (including, without limitation, reasonable access to Manager’s premises) to document Manager’s processes and related internal controls; and 2. Either (i) to require testing by Manager of the controls identified in clause 1 above 1above or (ii) to have access to Manager’s books and records relating to the Hotel (including, without limitation, reasonable access to Manager’s premises) to permit Owner or such Affiliate to test the controls identified in clause 1 above1above. Manager shall provide Owner’s or such Affiliates’ independent auditors access to Manager’s books and records relating to the Hotel (including, without limitation, access to Manager’s premises) to conduct their audit of the testing performed pursuant to this Section 4.08. If Owner or such Affiliate determine such controls have weaknesses which should be mentioned in Owner’s or such Affiliates’ report on internal controls under Section 404 or other certifications under the Xxxxxxxx-Xxxxx Act of 2002, Manager shall use reasonable best efforts to remedy and/or correct identified weaknesses within thirty (30) days after notice; provided, however, that in the event that Manager does not so remedy and/or correct such weaknesses within the applicable thirty (30) day cure period, Owner shall be entitled to terminate this Agreement upon thirty (30) days prior notice to Manager. Manager shall be responsible for any costs of Owner or its auditors associated with correcting or retesting any such weaknessesa timely manner.

Xxxxxxxx-Xxxxx Certification. A. Owner may, in connection with its or any of its Affiliate’s annual or quarterly Securities and Exchange Commission reporting requirements (and in any event no more than four (4) times in any Fiscal Year), request that Manager deliver to Owner or its Affiliate a certificate from an accounting officer (or equivalent employee) of Manager, in a form approved by ManagerOwner’s accounting firm, certifying that, to his or her knowledge, the information contained in the Accounting Period Statements for the Accounting Periods contained within the applicable Fiscal Year or quarter are true and correct in all material respects, subject to final adjustment based on the annual review conducted by Manager in preparing the Annual Operating Statement. Owner shall submit such request in writing, along with the date by which such certificate is to be delivered, not less than five (5) business days prior to the requested delivery date, and Manager shall deliver the certificate by the requested date or, if later, within five (5) business days Business Days after Manager’s receipt of Owner’s request. B. In connection with Owner’s or its Affiliates’ certifications under Section 404 (“Section 404”) of the Xxxxxxxx-Xxxxx Act of 2002, Owner or such Affiliate shall have the right, at its option: 1. Either (i) to require Manager to document its processes and related internal controls for Owner or such Affiliate to use in its required documentation under Section 404 or (ii) to have access to Manager’s books and records relating to the Hotel (including, without limitation, reasonable access to Manager’s premises) to document Manager’s processes and related internal controls; and 2. Either (i) to require testing by Manager of the controls identified in clause 1 above or (ii) to have access to Manager’s books and records relating to the Hotel (including, without limitation, reasonable access to Manager’s premises) to permit Owner or such Affiliate to test the controls identified in clause 1 above. Manager shall provide Owner’s or such Affiliates’ independent auditors access to Manager’s books and records relating to the Hotel (including, without limitation, access to Manager’s premises) to conduct their audit of the testing performed pursuant to this Section 4.08. If Owner or such Affiliate determine such controls have weaknesses which should be mentioned in Owner’s or such Affiliates’ report on internal controls under Section 404 or other certifications under the Xxxxxxxx-Xxxxx Act of 2002, Manager shall use reasonable its best efforts to remedy and/or correct identified weaknesses within thirty (30) days after notice; provided, however, that in the event that Manager does not so remedy and/or correct such weaknesses within the applicable thirty (30) day cure period, Owner shall be entitled to terminate this Agreement upon thirty (30) days prior notice to Manager. Manager shall be responsible for any costs of Owner or its auditors associated with correcting or retesting any such weaknesses.