Common use of Independent Audit Clause in Contracts

Independent Audit. Promptly following the execution of this ----------------- Agreement, Seller shall provide and shall cause its management company to provide to Buyer's representatives and independent accounting firm access to financial and other information relating to the Property in the possession of or otherwise available to Seller, its affiliates or Seller's management company which would be sufficient to enable Buyer's representatives and independent accounting firm to prepare audited financial statements for the year 1996 and the year to date in conformity with generally accepted accounting principles and to enable them to prepare such statements, reports or disclosures as Buyer may deem necessary or advisable. Seller shall also provide and/or shall cause its management company to provide to Buyer's independent accounting firm a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Property. Seller shall authorize and shall cause its management company to authorize any attorneys who have represented Seller or its management company in material litigation pertaining to or affecting the Property to respond, at Buyer's expense, to inquiries from Buyer's representatives and independent accounting firm. If and to the extent Seller's financial statements pertaining to the Property for any periods during the year 1996 and the year to date have been audited, promptly after the execution of this Agreement Seller shall provide Buyer with copies of such audited financial statements and shall cooperate with Buyer's representatives and independent public accountants to enable them to contact the auditors who prepared such audited financial statements and to obtain, at Buyer's expense, a reissuance of such audited financial statements. To the extent that Seller or its agents incur reasonable expenses in connection with the performance of such audit, Buyer shall reimburse Seller and its agents for such reasonable expenses.

Independent Audit. Promptly following the execution of this ----------------- AgreementAgreement and prior to Closing, Seller Contributor shall provide and shall use commercially reasonable efforts to cause its management company Marriott to provide to Buyer's the Partnership’s representatives and independent accounting firm access to financial and other information relating to the Property in the possession of or otherwise available to SellerContributor, its affiliates or Seller's management company Marriott which would be sufficient to enable Buyer's the Partnership’s representatives and independent accounting firm to prepare audited financial statements for the year 1996 three (3) calendar years prior to the Closing and during the year to date in which the Closing occurs in conformity with generally accepted accounting principles and to enable them to prepare such statements, reports or disclosures as Buyer the Partnership may deem necessary or advisable. Seller shall also provide and/or shall cause its management company to provide to Buyer's independent accounting firm a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Property. Seller Contributor shall authorize and shall use commercially reasonable efforts to cause its management company Marriott to authorize any attorneys who have represented Seller Contributor or its management company Marriott in material litigation pertaining to or affecting the Property to respond, at Buyer's the Partnership’s expense, to inquiries from Buyer's the Partnership’s representatives and independent accounting firm. If and to the extent Seller's Contributor’s financial statements pertaining to the Property for any periods during the year 1996 three (3) calendar years prior to the Closing and during the year to date in which the Closing occurs have been audited, promptly after the execution of this Agreement Seller Contributor shall provide Buyer the Partnership with copies of such audited financial statements and shall cooperate with Buyer's the Partnership’s representatives and independent public accountants to enable them to contact the auditors who prepared such audited financial statements and to obtain, at Buyer's the Partnership’s expense, a reissuance of such audited financial statements. To the extent that Seller or its agents incur reasonable expenses in connection with the performance of such audit, Buyer shall reimburse Seller and its agents for such reasonable expenses.

Independent Audit. Promptly Immediately following the execution of this ----------------- Agreement, Seller shall provide and shall cause its management company Manager to provide to Buyer's ’s representatives and independent accounting firm access to financial and other information relating to the Property in the possession of or otherwise available to Seller, its affiliates or Seller's management company which would be sufficient to enable Buyer's representatives and independent accounting firm to prepare audited financial statements for the year 1996 and the year to date in conformity with generally accepted accounting principles and to enable them to prepare such statements, reports or disclosures as Buyer may deem necessary or advisableManager. Seller shall also provide and/or shall cause its management company Manager to provide to Buyer's ’s independent accounting firm a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Property. The financial statements of the Property shall include all disclosures required by EXECUTION VERSION generally accepted accounting principles and the Securities and Exchange Commission regulations, specifically in accordance with Rule 3-05 of Regulation S-X and all related rules and regulations thereof. Seller shall authorize and shall cause its management company Manager to authorize any attorneys who have represented Seller or its management company Manager in material litigation pertaining to or affecting the Property to respond, at Buyer's ’s expense, to inquiries from Buyer's ’s representatives and independent accounting firm. If and to the extent Seller's financial statements pertaining to the Property for any periods during the year 1996 and the year to date have been audited, promptly after the execution of this Agreement Seller shall provide Buyer with copies of such audited financial statements and shall cooperate with Buyer's ’s representatives and independent public accountants to enable them to contact undertake their audit, recognizing the auditors who prepared short duration of Seller’s ownership of the Hotel. In the event that Seller fails or is unable to provide Buyer’s independent accounting firm with financial information which is necessary to complete the audit as reasonably determined by Buyer’s independent accounting firm which results in the Buyer’s independent accounting firm being unable to complete its audit herein, then Buyer shall provide written notice to Seller incorporating a description of the required information or any defect in the exiting financial information which has been provided to Buyer’s independent accounting firm, and Seller shall have ten (10) days to provide such audited financial statements and information to obtain, at Buyer's expense, a reissuance reasonably satisfy the requirements of such audited audit process. If Seller fails to respond or to otherwise provide the requested information within such ten (10) day period, then Buyer may elect to terminate this Agreement and if Buyer so elects the Escrow Holder shall return the Escrow Deposit to Buyer and Seller and Buyer shall have no further rights or obligations under this Agreement, except those which expressly survive termination. The costs of such audit and any required restatements of the financial statements, including the restatement from a fiscal year basis to a calendar year basis, shall be that of the Buyer. To In the extent that event the Seller or Manager, as the case may be, has provided to Buyer or its agents incur reasonable expenses in connection with independent accounting firm all of the performance of necessary financial information to complete the audit and such auditaudit is not completed by the Closing Date, Buyer shall reimburse not have the right to terminate this Agreement because such audit has not been completed, but shall diligently pursue completion of the audit, and Seller shall extend Closing for fifteen (15) days. At the end of such fifteen (15) day period, Seller may continue to extend Closing to permit Buyer to complete the audit and proceed to Closing. Buyer shall have the right to terminate this Agreement due to the inability to complete the audit upon the earlier to occur of (i) Seller declining to further extend the date for Closing, or (ii) that date which is sixty (60) days after the original Closing Date under this Agreement and Escrow Holder shall return the Escrow Deposit to Buyer and Seller and its agents for such reasonable expensesBuyer shall have no further rights or obligations under this Agreement, except those which expressly survive termination.

Independent Audit. Promptly following the execution of this ----------------- Agreement, Seller shall provide and shall cause its management company to provide to Buyer's Purchaser’s representatives and independent accounting firm access to financial and other information relating to the Property in the possession of or otherwise available to Seller, Seller or its affiliates or Seller's management company which would be sufficient to enable Buyer's Purchaser’s representatives and independent accounting firm to prepare audited financial statements for the year 1996 three (3) calendar years prior to the Closing and during the year to date in which the Closing occurs in conformity with generally accepted accounting principles and to enable them to prepare such statements, reports or disclosures as Buyer Purchaser may deem necessary or advisable. Seller shall also provide and/or shall cause its management company to provide to Buyer's Purchaser’s independent accounting firm a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Property. Seller shall authorize and shall cause its management company to authorize any attorneys who have represented Seller or its management company in material litigation pertaining to or affecting the Property to respond, at Buyer's Purchaser’s expense, to inquiries from Buyer's Purchaser’s representatives and independent accounting firm. For the purposes of this provision, material litigation includes matters with liability exceeding $50,000. If and to the extent Seller's ’s financial statements pertaining to the Property for any periods during the year 1996 three (3) calendar years prior to the Closing and during the year to date in which the Closing occurs have been audited, promptly after the execution of this Agreement Seller shall provide Buyer Purchaser with copies of such audited financial statements and shall cooperate with Buyer's Purchaser’s representatives and independent public accountants to enable them to contact the auditors who prepared such audited financial statements and to obtain, at Buyer's Purchaser’s expense, a reissuance of such audited financial statements. To the extent that Seller or its agents incur reasonable expenses in connection with the performance of such audit, Buyer shall reimburse Seller and its agents for such reasonable expenses.

Independent Audit. Promptly following the execution of this ----------------- AgreementEffective Date, Seller the Sellers shall provide and shall cause its management company Manager to provide to Buyer's reasonably cooperate with Purchaser’s representatives and independent accounting firm to provide access to financial and other information relating to the Property Properties in the possession of or otherwise available to Sellerthe Sellers, its affiliates or Seller's management company Manager which would be sufficient to enable Buyer's Purchaser’s representatives and independent accounting firm to prepare audited financial statements for the year 1996 three (3) calendar years prior to the Closing and during the year to date in which the Closing occurs in conformity with generally accepted accounting principles and to enable them such representatives to prepare such statements, reports or disclosures as Buyer Purchaser may reasonably deem necessary or advisableadvisable (provided that in no event shall the results of such activities by or on behalf of Purchaser give rise to a right of Purchaser to terminate this Agreement or to an adjustment of the Purchase Price, or expand the scope of any representation contained herein or create any liability to Purchaser or any other person that would not otherwise exist under this Agreement absent this Section 13.12). Seller The Sellers shall also provide and/or and shall cause its management company Manager to provide to Buyer's Purchaser’s independent accounting firm a signed representation letter in a form reasonably acceptable to Manager which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the PropertyProperties. Seller The Sellers shall authorize and shall cause its management company Manager to authorize any attorneys who have represented Seller the Sellers or its management company Manager in material litigation pertaining to or affecting the Property Properties to respond, at Buyer's Purchaser’s expense, to customary inquiries from Buyer's Purchaser’s representatives and independent accounting firm. If and to the extent Seller's the Sellers’ financial statements pertaining to the Property for any periods during the year 1996 three (3) calendar years prior to the Closing and during the year to date in which the Closing occurs have been audited, promptly after the execution of this Agreement Seller the Sellers shall provide Buyer Purchaser with copies of such audited financial statements and shall reasonably cooperate with Buyer's Purchaser’s representatives and independent public accountants to enable them to contact the auditors who prepared such audited financial statements and to obtain, at Buyer's Purchaser’s expense, a reissuance of such audited financial statements. To Purchaser shall reimburse the extent that Seller or its agents incur reasonable expenses Sellers and Manager for all out-of-pocket costs incurred by the Sellers and/or Manager in connection with the performance of such audit, Buyer shall reimburse Seller and its agents for such reasonable expensesforegoing.

Independent Audit. Promptly following the execution of this ----------------- AgreementEffective Date, Seller shall provide and shall use commercially reasonable efforts to cause its management company Manager to provide to Buyer's Purchaser’s representatives and independent accounting firm access to financial and other information relating to the Property in the possession of or otherwise available to Seller, Seller or its affiliates or Seller's management company which would be sufficient Affiliates to enable Buyer's Purchaser’s representatives and independent accounting firm to prepare audited financial statements for the year 1996 period of Seller’s ownership and during the year to date in which the Closing occurs in conformity with generally accepted accounting principles and to enable them to prepare such statements, reports or disclosures as Buyer Purchaser may reasonably deem necessary or advisable. Seller shall also provide and/or shall use commercially reasonable efforts to cause its management company to Manager provide to Buyer's Purchaser’s independent accounting firm a signed representation letter which would be sufficient substantially in the form of Exhibit I attached hereto, to enable an independent public accountant to render an opinion on the financial statements related to the Property. Seller shall authorize authorize, and shall cause its management company use commercially reasonable efforts to authorize have Manager authorize, any attorneys who have represented Seller or its management company Manager in material litigation pertaining to or affecting the Property to respond, at Buyer's Purchaser’s expense, to inquiries from Buyer's Purchaser’s representatives and independent accounting firm. If and to the extent Seller's ’s financial statements pertaining to the Property for any periods during the year 1996 period of Seller’s ownership and during the year to date in which the Closing occurs have been audited, promptly after the execution of this Agreement Agreement, Seller shall provide Buyer Purchaser with copies of such audited financial statements and shall reasonably cooperate with Buyer's Purchaser’s representatives and independent public accountants to enable them to contact the auditors who prepared such audited financial statements and to obtain, at Buyer's Purchaser’s expense, a reissuance of such audited financial statements. To Purchaser acknowledges that Seller purchased the Property on October 18, 2005 and that Seller’s obligations under this Section shall be limited to the extent that Seller or its agents incur reasonable expenses of information in connection with the performance possession of such audit, Buyer shall reimburse Seller and its agents for accountants and, to the extent Seller has the ability to obtain such reasonable expensesinformation from the Manager under the Management Agreement, the Manager.

Independent Audit. Promptly following the execution of this ----------------- Agreement, Seller shall provide and shall cause its management company to provide to Buyer's ’s representatives and independent accounting firm access to financial and other information relating to the Property in the possession of or otherwise available to Seller, its affiliates or Seller's ’s management company which would be sufficient to enable Buyer's ’s representatives and independent accounting firm to prepare audited financial statements for the year 1996 three (3) calendar years prior to the Closing and during the year to date in which the Closing occurs in conformity with generally accepted accounting principles and to enable them to prepare such statements, reports or disclosures as Buyer may deem necessary or advisable. Seller shall also provide and/or shall cause its management company to provide to Buyer's ’s independent accounting firm a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Property. Seller shall authorize and shall cause its management company to authorize any attorneys who have represented Seller or its management company in material litigation pertaining to or affecting the Property to respond, at Buyer's ’s expense, to inquiries from Buyer's ’s representatives and independent accounting firm. If and to the extent Seller's ’s financial statements pertaining to the Property for any periods during the year 1996 two (2) calendar years prior to the Closing and during the year to date in which the Closing occurs have been audited, promptly after the execution of this Agreement Seller shall provide Buyer with copies of such audited financial statements and shall cooperate with Buyer's ’s representatives and independent public accountants to enable them to contact the auditors who prepared such audited financial statements and to obtain, at Buyer's ’s expense, a reissuance copy of such audited financial statements. To the extent that Seller or its agents incur reasonable expenses in connection with the performance of such audit, Buyer shall reimburse Seller and its agents for such reasonable expenses.

Independent Audit. Promptly following Buyer, at Buyer’s option, may (i) have the execution audit (the “Existing Audit”), performed by KPMG, LLP (“KPMG”), with respect to Seller’s books and records which relate exclusively to the Property, for the years 2009 and 2010 (a) revised so that the financial statements reflect the historical cost basis of this ----------------- Agreementthe Property, (b) updated with unaudited comparative interim financial statements as required by Section 3.05 of Regulation S-X, and (c) recertified by KPMG such that the Existing Audit runs to the benefit of Buyer (and Seller shall provide reasonably cooperate to cause the Existing Audit to be so revised, updated and shall cause its management company recertified), or (ii) at Buyer’s sole cost and expense, engage a third-party certified public accountant to provide to perform an audit (“Buyer's representatives ’s Audit”) of Seller’s books and independent accounting firm access to financial and other information relating records which relate exclusively to the Property in Property, including the possession of or otherwise available to Seller, its affiliates or Seller's management company which would be sufficient to enable Buyer's representatives and independent accounting firm to prepare audited historical financial statements for of the year 1996 and the year to date in conformity with Property, which audit shall include all disclosures required by generally accepted accounting principles and to enable them to prepare such statementsthe Securities and Exchange Commission regulations, reports or disclosures as Buyer may deem necessary or advisable. Seller specifically in accordance with Section 3.05 of Regulation S-X and all related rules and regulations thereof; provided, however, that (i) neither the revision, update and recertification of the Existing Audit, nor the completion of Buyer’s Audit, shall also provide and/or shall cause its management company to provide be a condition precedent to Buyer's independent accounting firm a signed representation letter which would be sufficient ’s obligation to enable an independent public accountant to render an opinion on close the financial statements related to the Property. transactions described in this Agreement, and (ii) Buyer shall promptly reimburse Seller shall authorize and shall cause its management company to authorize for any attorneys who have represented reasonable out-of-pocket expenses incurred by Seller or any of its management company in material litigation pertaining to or affecting the Property to respond, at Buyer's expense, to inquiries from Buyer's representatives and independent accounting firm. If and to the extent Seller's financial statements pertaining to the Property for any periods during the year 1996 and the year to date have been audited, promptly after the execution of this Agreement Seller shall provide Buyer with copies of such audited financial statements and shall cooperate with Buyer's representatives and independent public accountants to enable them to contact the auditors who prepared such audited financial statements and to obtain, at Buyer's expense, a reissuance of such audited financial statements. To the extent that Seller or its agents incur reasonable expenses affiliates in connection with the revision, update and recertification of the Existing Audit, or the performance of Buyer’s Audit. Seller shall reasonably cooperate in connection with the revision, update and recertification of the Existing Audit or Buyer’s Audit and shall provide all information reasonably requested by the accountants performing such auditaudit with respect to the Property, Buyer at no cost or expense to Seller. In connection with the revision, update and recertification of the Exiting Audit or Buyer’s Audit, Seller shall reimburse provide the accountants performing such audit with representation letters reasonably acceptable to Seller and its agents such accountants, at no cost or expense to the Seller. The covenant of Seller with respect to the revision, update and recertification of the Existing Audit or Buyer’s Audit as set forth in this Section 12.24 shall survive Closing for such reasonable expensesa period of ninety (90) days.

Independent Audit. Promptly following the execution of this ----------------- AgreementAgreement and to the extent not already provided pursuant to the terms of Paragraph 4(a), above, Seller shall provide and shall cause its management company to provide to Buyer's representatives and independent accounting firm access to all financial and other information relating to the Property in the possession of or otherwise available to Seller, its affiliates or Seller's management company which would be sufficient to enable Buyer's representatives and independent accounting firm to prepare prepare, at Buyer's sole cost and expense, audited financial statements for the year 1995, 1996 and the year to 1997 year-to-date in conformity with generally accepted accounting principles and to enable them to prepare such statements, reports or disclosures as Buyer may deem necessary or advisable. Seller shall also reasonably cooperate with Buyer's representatives and independent accounting firm in connection with the aforementioned financial analysis and shall provide and/or any additional information necessary to allow Buyer to make disclosures required by and otherwise comply with the financial accounting requirements of Regulation S-X promulgated by the Securities and Exchange Commission. Seller shall cause its management company to provide to Buyer's independent accounting firm a signed representation letter which would will be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Property. Seller shall authorize and shall cause its management company to authorize any attorneys who have represented Seller or its management company in any material litigation pertaining to or affecting the Property to respond, at Buyer's expense, to inquiries from Buyer's representatives and independent accounting firm. If and to the extent Seller's financial statements pertaining to the Property for any periods during the year years 1995, 1996 and the year to or 1997 year-to-date have been audited, promptly after the execution of this Agreement Agreement, Seller shall provide Buyer with copies of such audited financial statements and shall cooperate with Buyer's representatives and independent public accountants to enable them to contact the auditors who prepared such audited financial statements and to obtain, at Buyer's Buyers expense, a reissuance of such audited financial statements. To the extent that Seller or its agents incur reasonable expenses in connection with the performance of such audit, Buyer shall reimburse Seller and its agents for such reasonable expenses.audited

Independent Audit. Promptly following the execution of this ----------------- AgreementAgreement and to the extent not already provided pursuant to the terms of Paragraph 4(a), above, Seller shall provide and shall cause its management company to provide to Buyer's representatives and independent accounting firm access to all financial and other information relating to the Property in the possession of or otherwise available to Seller, its affiliates or Seller's management company which would be sufficient to enable Buyer's representatives and independent accounting firm to prepare audited financial statements for the year 1996 1996, 1997 and the year to 1998 year-to-date in conformity with generally accepted accounting principles and to enable them to prepare such statements, reports or disclosures as Buyer may deem necessary or advisable. Seller shall also reasonably cooperate with Buyer's representatives and independent accounting firm in connection with the aforementioned financial analysis and shall provide and/or any additional information necessary to allow Buyer to make disclosures required by and otherwise comply with the financial accounting requirements of Regulation S-X promulgated by the Securities and Exchange Commission. Seller shall cause its management company to provide to Buyer's independent accounting firm a signed representation letter which would will be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Property. Seller shall authorize and shall cause its management company to authorize any attorneys who have represented Seller or its management company in any material litigation pertaining to or affecting the Property to respond, at Buyer's expense, to inquiries from Buyer's representatives and independent accounting firm. If and to the extent Seller's financial statements pertaining to the Property for any periods during the year 1996 and the year to years 1996, 1997 or 1998 year-to-date have been audited, promptly after the execution of this Agreement Agreement, Seller shall provide Buyer with copies of such audited financial statements and shall cooperate with Buyer's representatives and independent public accountants to enable them to contact the auditors who prepared such audited financial statements and to obtain, at Buyer's Buyers expense, a reissuance of such audited financial statements. To If this Agreement terminates prior to the extent that Seller or its agents incur reasonable expenses in connection with the performance Closing, other than by reason of such audita default of Seller, Buyer shall reimburse deliver to Seller copies of any audited financial statements of the Property prepared for Buyer and its agents for such reasonable expensesassign to Seller without warranty all of Buyer's rights thereto. The provisions of this section 4 (b) shall survive Closing.

Independent Audit. Promptly following the execution of this ----------------- AgreementSeller will engage, Seller shall provide and shall cause its management company to provide to at Buyer's representatives and independent ’s cost, a third party accounting firm access to financial and other information relating to the Property in the possession of or otherwise available to Seller, its affiliates or Seller's management company which would be sufficient to enable Buyer's representatives and independent accounting firm (“GAAP Preparer”) to prepare audited financial statements for the year 1996 and the year to date (including footnotes) in conformity accordance with generally accepted accounting principles (“GAAP”) for the Property for calendar years 2015, 2016 and for 2017 through any full completed Seller fiscal quarter (“GAAP Financials”) and to enable them provide such GAAP Financials to prepare Buyer and Buyer’s independent accounting firm (“Auditor” with the Accounting Firm being an Auditor acceptable to the parties). Seller will (a) engage the Auditor (at Buyer’s request to expedite the engagement process and at Buyer’s cost), (b) reasonably cooperate with the Auditor, and (c) provide the Auditor with such statementsinformation regarding the GAAP Financials as the Auditor may reasonably request, reports so that the Auditor may complete an audit of the GAAP Financials for calendar years 2015 and 2016 and a review for the period in 2017 through any full completed Seller fiscal quarter. The parties intend that Buyer’s audit will be completed on or disclosures as Buyer may deem necessary or advisablebefore June 1, 2017 and the parties shall use commercially reasonable efforts to assist in such process. Seller shall also provide and/or shall cause its management company to provide to Buyer's independent accounting firm the Auditor with a signed representation letter which would be sufficient in a form acceptable to enable an independent public accountant to render an opinion on the financial statements related to the PropertySeller. Seller shall authorize and shall cause its management company to authorize any attorneys who have represented Seller or its management company in material litigation pertaining to or affecting the Property to respond, at Buyer's Buyers expense, to inquiries from Buyer's representatives and independent accounting firmthe Auditor. If and For the purposes of this provision, material litigation includes matters with liability exceeding $50,000. In order to prepare GAAP Financials for the stated periods, Buyer will engage a third party valuation company, at Buyers expense (with Xxxxxxx & Xxxxxxxxx being a third party acceptable to the extent Seller's financial statements pertaining parties), to (i) establish for Seller a purchase price allocation (“PPA”) to be recorded in the GAAP Financials as of the date Seller acquired the Property and (ii) create current purchase price allocations as of the Closing Date for Buyer’s purposes only, such allocations under (ii) not being binding on Seller for any reason. The Buyer will deliver to Seller the PPA no later than March 27, 2017 so that Seller and GAAP Preparer may prepare and record Seller’s acquisition transaction for GAAP purposes and produce a set of GAAP Financials for said periods during for audit and review by Auditor. Buyer agrees to provide technical accounting assistance to Seller and GAAP Preparer as needed in order to prepare the year 1996 and the year to date have been audited, promptly GAAP Financials. Immediately after the execution of this Agreement Effective Date Seller shall provide Buyer with copies to the preparer of such audited financial statements and shall cooperate with Buyer's representatives and independent public accountants to enable them to contact the auditors who prepared such audited financial statements and to obtain, at Buyer's expensePPA on a confidential basis, a reissuance copy of such audited financial statementsthe closing documents utilized when the Property was originally acquired by Seller, as well as the documents that may be reasonably be required to prepare the PPA. To the extent that Seller or its agents incur reasonable expenses in connection with the performance of such audit, Buyer This Section 9.5 shall reimburse Seller and its agents for such reasonable expensessurvive Closing.

Independent Audit. Promptly following the execution of this ----------------- Agreement, Seller shall provide and shall cause its management company request Manager to provide to Buyer's ’s representatives and independent accounting firm access to financial and other information relating to the Property in the possession of or otherwise available to Seller, its affiliates or Seller's management company Manager which would be sufficient to enable Buyer's ’s representatives and independent accounting firm to prepare audited financial statements for the year 1996 two (2) calendar years prior to the Closing and during the year to date in which the Closing occurs in conformity with generally accepted accounting principles and to enable them to prepare such statements, reports or disclosures as Buyer may deem necessary or advisable, all at Buyer’s expense. Seller shall also provide and/or shall cause its management company request Manager to provide to Buyer's ’s independent accounting firm a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Property. Seller shall authorize and shall cause its management company Manager to authorize any attorneys who have represented Seller or its management company Manager in material litigation pertaining to or affecting the Property to respond, at Buyer's ’s expense, to inquiries from Buyer's ’s representatives and independent accounting firm. If and to the extent Seller's ’s financial statements pertaining to the Property for any periods during the year 1996 two (2) calendar years prior to the Closing and during the year to date in which the Closing occurs have been audited, promptly after the execution of this Agreement Agreement, Seller shall provide Buyer with copies of such audited financial statements and shall cooperate with Buyer's ’s representatives and independent public accountants to enable them to contact the auditors who prepared such audited financial statements and to obtain, at Buyer's ’s expense, a reissuance of such audited financial statements. To the extent that Seller or its agents incur reasonable expenses in connection with the performance of such audit, Buyer shall reimburse Seller and its agents for such reasonable expenses.

Independent Audit. Promptly following the execution of this ----------------- Agreement, Seller shall provide and shall cause its management company to provide to Buyer's representatives and independent accounting firm access to all financial and other information relating to the Property in the possession of or otherwise available to Seller, its affiliates or Seller's management company which would be sufficient to enable Buyer's representatives and independent accounting firm to prepare audited financial statements for the year property for 1995, 1996 and the year to 1997 year-to-date in conformity with generally accepted accounting principles and to enable them to prepare such statements, reports or disclosures as Buyer may deem necessary or advisable. Seller shall also reasonably cooperate with Buyer's representatives and independent accounting firm in connection with the aforementioned financial analysis and shall provide and/or any additional information necessary to allow buyer to make disclosures required by and otherwise comply with the financial accounting requirements of Regulation S-X promulgated by the Securities and Exchange Commission. Seller shall cause its management company to provide to Buyer's independent accounting firm a signed representation letter which would will be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Property. Seller shall authorize and shall cause its management company to authorize any attorneys who have represented Seller or its management company in any material litigation pertaining to or affecting the Property to respond, at Buyer's expense, to inquiries from Buyer's representatives and independent accounting firm. If and to the extent Seller's financial statements pertaining to the Property for any periods during the year years 1995, 1996 and the year to or 1997 year-to-date have been audited, promptly after the execution of this Agreement Agreement, Seller shall provide Buyer with copies of such audited financial statements and shall cooperate with Buyer's representatives and independent public accountants to enable them to contact the auditors who prepared such audited financial statements and to obtain, at Buyer's expense, a reissuance of such audited financial statements. To If this Agreement terminates prior to the extent that Seller or its agents incur reasonable expenses in connection with the performance Closing, other than by reason of such audita default of Seller, Buyer shall reimburse deliver to Seller copies of any audited financial statements of the Property prepared for Buyer and its agents for such reasonable expensesassign to Seller without warranty all of Buyer's right thereto.