Common use of Covenants Regarding Information Clause in Contracts

Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable notice, CTF and its Subsidiaries have agreed in the CTF Agreement that they shall (i) afford Marriott and the Purchaser and their Representatives reasonable access to the books and records of the Targets and the Selling Entities related to the Targets; (ii) furnish Marriott with such financial, operating and other data and information as Marriott may reasonably request, and which Marriott shall furnish to Purchaser, and (iii) furnish the Representatives usual and customary “management representation letters” to a firm of certified public accountants necessary for completion of an independent audit of the Target (it being understood that with respect to the Hotel Level Data, such letter shall rely on an equivalent letter from the Hotel’s manager); provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense during normal business hours upon reasonable notice, under the supervision of CTF’s personnel, and in such a manner as to not unreasonably interfere with the normal operations of CTF. Marriott shall promptly request from CTF and diligently seek to obtain, subject to the terms and conditions of the CTF Agreement, such information from CTF as the Purchaser may reasonably request and that Marriott is entitled to obtain from CTF under the CTF Agreement. Notwithstanding anything to the contrary in this Agreement, neither CTF nor any of its Subsidiaries shall be required to disclose any information to the Purchaser or its Representatives if such disclosure would (A) in CTF’s sole discretion jeopardize any attorney-client privilege or any work-product privilege, or (B) contravene any duty imposed by applicable Laws. (b) CTF has consented to the Purchaser engaging, at the Purchaser’s expense, the independent registered public accounting firm that audited, reviewed or otherwise advised CTF regarding the financial statements of any Target to audit such financial statements for periods preceding the Closing Date and to access the audit work papers relating to such prior period. Marriott shall cause CTF to cooperate with Purchaser in responding to Purchaser’s reasonable requests for other information relating to such financial statements. (c) For a period of seven (7) years after the Closing or, if shorter, the applicable period specified in Purchaser’s document retention policy, the Purchaser shall (i) retain the books and records relating to the Targets, Hotels, Leased Real Property or Owned Real Property relating to periods prior to the Closing, and (ii) afford the Representatives of CTF reasonable access (including the right to make, at the CTF’s expense, photocopies), during normal business hours upon reasonable notice, to such books and records wherever located in order to allow CTF to fulfill any pre-existing contractual obligation which is binding upon CTF and disclosed to Purchaser or requirement of any Law or defend any claim (other than a claim by an Indemnified Party), including any litigation (civil, criminal or otherwise), governmental investigation, tax audit or insurance claim. (d) For a period of seven (7) years after the Closing or, if shorter, the applicable period specified in CTF’s document retention policy, with respect to any documents not previously delivered to Marriott, CTF has agreed in the CTF Agreement to (i) retain the books and records relating to the CTF Level Data with respect to the Targets, Hotels, Leased Real Property or Owned Real Property or Personal Property relating to periods prior to the Closing to the extent not delivered to the Purchaser at the Closing, and (ii) afford the Representatives reasonable access (including the right to make, at the Purchaser’s expense, photocopies), during normal business hours upon reasonable notice, to such books and records wherever located in order to allow the Purchaser to fulfill any pre-existing contractual obligation or requirement which is binding on Purchaser and disclosed to CTF or requirement of any Law or to defend any claim (other than a claim by an Indemnified Party), including any litigation (civil, criminal or otherwise), governmental investigation, tax or insurance claim.

Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable notice, CTF the Seller and its Subsidiaries have agreed in the CTF Agreement that they shall (i) afford Marriott the Buyer and the Purchaser its Representatives and their Representatives Designees, reasonable access to the books and records of the Targets and the Selling Entities related to the Targets; , (ii) furnish Marriott the Buyer with such financial, operating and other data and information as Marriott the Buyer may reasonably request, and which Marriott shall furnish to Purchaser, request and (iii) furnish the Representatives usual and customary “management representation letters” to a firm of certified public accountants necessary for completion of an independent audit of the Target (it being understood that with respect to the Hotel Level Data, such letter shall rely on an equivalent letter from the Hotel’s manager); provided, however, that any such access or furnishing of information shall be conducted at the PurchaserBuyer’s expense expense, during normal business hours upon reasonable notice, under the supervision of CTFthe Seller’s personnel, personnel and in such a manner as to not unreasonably interfere with the normal operations of CTF. Marriott shall promptly request from CTF and diligently seek to obtain, subject to the terms and conditions of the CTF Agreement, such information from CTF as the Purchaser may reasonably request and that Marriott is entitled to obtain from CTF under the CTF AgreementSeller. Notwithstanding anything to the contrary in this Agreement, neither CTF the Seller nor any of its Subsidiaries shall be required to disclose any information to the Purchaser Buyer or its Representatives if such disclosure would would, (A) in CTFthe Seller’s sole discretion discretion, jeopardize any attorney-client privilege or any work-product privilege, privilege or (B) contravene any duty imposed by applicable Laws. (b) CTF has consented The Seller hereby consents to the Purchaser Buyer (or its Designees) engaging, at the PurchaserBuyer’s or its Designee’s expense, the independent registered public accounting firm that audited, reviewed or otherwise advised CTF the Seller regarding the financial statements of any Target to audit such financial statements for periods preceding the Closing Date and to access the audit work papers relating to such prior period. Marriott The Seller shall cause CTF to also cooperate with Purchaser the Buyer in responding to Purchaser’s reasonable requests for other information relating to such financial statements. (c) For a period of seven (7) years after the Closing or, if shorter, the applicable period specified in Purchaserthe Buyer’s document retention policy, the Purchaser shall Buyer shall or shall cause its Designees, as applicable to (i) retain the books and records relating to the Targets, Hotels, Leased Real the Property or Owned Real the Intellectual Property relating to periods prior to the Closing, Closing and (ii) afford the Representatives of CTF the Seller reasonable access (including the right to make, at the CTFSeller’s expense, photocopies), during normal business hours upon reasonable notice, to such books and records wherever located in order to allow CTF the Seller to fulfill any pre-existing contractual obligation which is binding upon CTF the Seller and disclosed to Purchaser the Buyer or requirement of any Law or to defend any claim (other than a claim by an Indemnified Party), including any litigation (civil, criminal or otherwise), governmental investigation, tax audit or insurance claim. (d) For a period of seven (7) years after the Closing or, if shorter, the applicable period specified in CTFthe Seller’s document retention policy, with respect to any documents not previously delivered to Marriottthe Buyer, CTF has agreed in the CTF Agreement to Seller shall (i) retain the books and records relating to the CTF Seller Level Data with respect to the Targets, Hotels, Leased Real Property, Owned Real Property, Personal Property or Owned Real Property or Personal Intellectual Property relating to periods prior to the Closing to the extent not delivered to the Purchaser Buyer at the Closing, Closing and (ii) afford the Representatives of the Buyer reasonable access (including the right to make, at the PurchaserBuyer’s expense, photocopies), during normal business hours upon reasonable notice, to such books and records wherever located in order to allow the Purchaser Buyer to fulfill any pre-existing contractual obligation or requirement which is binding on Purchaser the Buyer and disclosed to CTF the Seller or requirement of any Law or to defend any claim (other than a claim by an Indemnified Party), including any litigation (civil, criminal or otherwise), governmental investigation, tax audit or insurance claim.

Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable notice, CTF and its Subsidiaries have agreed in the CTF Agreement that they shall (i) afford Marriott and the Purchaser and their Representatives respective officers, employees, agents, accountants, lenders, investors, advisors, bankers and other representatives (collectively, “Representatives”) reasonable access to the books and records of the Targets and the Selling Entities related to the Targets; (ii) furnish Marriott with such financial, operating and other data and information as Marriott may reasonably request, and which Marriott shall furnish to Purchaser, and (iii) furnish the Representatives usual and customary “management representation letters” to a firm of certified public accountants necessary for completion of an independent audit of the Target (it being understood that with respect to the Hotel Level Data, such letter shall rely on an equivalent letter from the Hotel’s manager); provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense during normal business hours upon reasonable notice, under the supervision of CTF’s personnel, and in such a manner as to not unreasonably interfere with the normal operations of CTF. Marriott shall promptly request from CTF and diligently seek to obtain, subject to the terms and conditions of the CTF Agreement, such information from CTF as the Purchaser may reasonably request and that Marriott is entitled to obtain from CTF under the CTF Agreement. Notwithstanding anything to the contrary in this Agreement, neither CTF nor any of its Subsidiaries shall be required to disclose any information to the Purchaser or its Representatives if such disclosure would (A) in CTF’s sole discretion discretion, jeopardize any attorney-client privilege or any work-product privilege, or (B) contravene any duty imposed by applicable Laws. (b) CTF has consented to the Purchaser engaging, at the Purchaser’s expense, the independent registered public accounting firm that audited, reviewed or otherwise advised CTF regarding the financial statements of any Target to audit such financial statements for periods preceding the Closing Date and to access the audit work papers relating to such prior period. Marriott shall cause CTF to cooperate with Purchaser in responding to Purchaser’s reasonable requests for other information relating to such financial statements. (c) For a period of seven (7) years after the Closing or, if shorter, the applicable period specified in Purchaser’s document retention policy, the Purchaser shall shall or shall cause its designees, as applicable, to (i) retain the books and records relating to the Targets, Hotels, Leased Real Property Hotels or Owned Real the Property relating to periods prior to the Closing, and (ii) afford the Representatives of CTF reasonable access (including the right to make, at the CTF’s expense, photocopies), during normal business hours upon reasonable notice, to such books and records wherever located in order to allow CTF to fulfill any pre-existing contractual obligation which is binding upon CTF and disclosed to Purchaser or requirement of any Law or defend any claim (other than a claim by an Indemnified Party), including any litigation (civil, criminal or otherwise), governmental investigation, tax audit or insurance claim. (d) For a period of seven (7) years after the Closing or, if shorter, the applicable period specified in CTF’s document retention policy, with respect to any documents not previously delivered to Marriott, CTF has agreed in the CTF Agreement to (i) retain the books and records relating to the CTF Level Data with respect to the Targets, Hotels, Leased Real Property or Property, Owned Real Property or Personal Property relating to periods prior to the Closing to the extent not delivered to the Purchaser at the Closing, and (ii) afford the Representatives (as defined in Section 7.4(a)) reasonable access (including the right to make, at the Purchaser’s expense, photocopies), during normal business hours upon reasonable notice, to such books and records wherever located in order to allow the Purchaser to fulfill any pre-existing contractual obligation or requirement which is binding on Purchaser and disclosed to CTF or requirement of any Law or to defend any claim (other than a claim by an Indemnified Party), including any litigation (civil, criminal or otherwise), governmental investigation, tax or insurance claim.