Common use of Required Audit Clause in Contracts

Required Audit. Buyer has advised Seller that Buyer or its potential assignee (“Potential Assignee”) must cause to be prepared up to three (3) years of audited financial statements in respect of the Property in compliance with the policies of Buyer or the Potential Assignee, respectively, and certain laws and regulations, including Securities and Exchange Commission Regulation S-X. Seller shall use commercially reasonable efforts to cooperate with Buyer’s or Potential Assignee’s auditors in the preparation of such audited financial statements (it being understood and agreed that the foregoing covenant shall survive the Closing for a period of one (1) year). Without limiting the generality of the preceding sentence (a) Seller shall, during normal business hours and after reasonable prior notice, allow Buyer’s and Potential Assignee’s auditors reasonable access to such books and records maintained by Seller (and Seller’s manager of the Property) in respect of the Property as necessary to prepare such audited financial statements; (b) Seller shall use commercially reasonable efforts (and, as used in this Agreement, commercially reasonable efforts shall not include any obligation to institute legal proceedings or to expend any monies) to provide to Buyer and Potential Assignee such financial information and supporting documentation as are necessary for such auditors to prepare audited financial statements; (c) if Buyer, Potential Assignee or such auditors require any information that is in the possession of the party from which Seller purchased the Property, Seller shall contact such prior owner of the Property and use commercially reasonable efforts to obtain from such party the information requested; (d) Seller will make available for interview by Buyer, the Potential Assignee and their respective auditors the manager of the Property or other agents or representatives of Seller responsible for the day-to-day operation of the Property and the keeping of the books and records in respect of the operation of the Property; and (e) if Seller has audited financial statements with respect to the Property, Seller shall promptly provide Buyer’s or Potential Assignee’s auditors with a copy of such audited financial statements. If after the Closing Date Seller obtains an audited financial statement in respect of the Property for a fiscal period prior to the Closing Date that was not completed as of the Closing Date, then Seller shall promptly provide Buyer and Potential Assignee with a copy of such audited financial statement, and the foregoing covenant shall survive Closing for a period of one (1) year. Notwithstanding the foregoing, (x) in no event shall Seller have any obligation to institute legal proceedings or to expend any monies in connection with its obligations under this Section 4.2.2, (y) Buyer shall reimburse Seller for Seller’s out-of-pocket costs in connection with this Section 4.2.2, and (z) in no event shall Buyer be obligated to provide or make available any Excluded Materials.

Required Audit. Buyer Purchaser has advised Seller that Buyer or its potential assignee (“Potential Assignee”) Purchaser must cause to be prepared up to three (3) years of audited financial statements in respect of the Property in compliance with the policies of Buyer or the Potential Assignee, respectively, Purchaser and certain laws and regulations, including including, -10- without limitation, Securities and Exchange Commission Regulation S-X. X, Rule 3-14. Seller shall agrees to use commercially reasonable efforts to cooperate with Buyer’s or Potential Assignee’s Purchaser's auditors in the preparation of such audited financial statements (it being understood and agreed that the foregoing covenant shall survive the Closing for a period of one (1) year)statements. Without limiting the generality of the preceding sentence (a) Seller shall, during normal business hours and after reasonable prior noticehours, allow Buyer’s and Potential Assignee’s Purchaser's auditors reasonable access to such books and records maintained by Seller (and Seller’s 's manager of the Property) in respect of the Property as necessary to prepare such audited financial statements; , (b) Seller shall use commercially reasonable efforts (and, as used in this Agreement, commercially reasonable efforts shall not include any obligation to institute legal proceedings or to expend any monies) to provide to Buyer and Potential Assignee Purchaser such financial information and supporting documentation as are necessary for such Purchaser's auditors to prepare audited financial statements; , (c) if Buyer, Potential Assignee or such auditors require any information that is in the possession of the party from which Seller purchased the Property, Seller shall contact such prior owner of the Property and use commercially reasonable efforts to obtain from such party the information requested; (d) Seller will make available for interview by Buyer, the Potential Assignee Purchaser and their respective Purchaser's auditors the manager of the Property or other agents or representatives of Seller responsible for the day-to-day operation of the Property and the keeping of the books and records in respect of the operation of the Property; , and (ed) if Seller has audited financial statements with respect to the Property, Seller shall promptly provide Buyer’s or Potential Assignee’s Purchaser's auditors with a copy of such audited financial statements. If after the Closing Date Seller obtains an audited financial statement in respect of the Property for a fiscal period prior to the Closing Date that was not completed as of the Closing Date, then Seller shall promptly provide Buyer and Potential Assignee Purchaser with a copy of such audited financial statement, and the foregoing covenant shall survive Closing for a period of one (1) year. Notwithstanding the foregoing, Seller's obligations under this SECTION 3.2 shall survive for a period not to exceed ninety (x90) in no event days after Closing, and Seller shall Seller have not incur any obligation to institute legal proceedings cost or to expend any monies expense in connection with its obligations Seller's cooperation under this Section 4.2.2, (y) Buyer shall reimburse Seller for Seller’s out-of-pocket costs in connection with this Section 4.2.2, and (z) in no event shall Buyer be obligated to provide or make available any Excluded MaterialsSECTION 3.2.