SEC S-X 3-14 Audit. Seller acknowledges that Purchaser is, or may elect to assign all of its right, title and interest in and to the Contract to a company that is subject to the requirements of the Exchange Act and/or the Securities Act (a “Registered Company”) promoted by the Purchaser or to an affiliate of a Registered Company (a “Registered Company Affiliate”). In the event Purchaser is a Registered Company or Purchaser’s assignee under the Contract is a Registered Company or a Registered Company Affiliate, the Registered Company will be required to make certain filings with the U.S. Securities and Exchange Commission (“SEC”) required under SEC Rule 3-14 of Regulation S-X (the “SEC Filings”) that relate to previous fiscal years for the Property and/or the tenant and subtenant. To assist the Registered Company with the preparation of the SEC Filings, Seller agrees to, and shall, provide Purchaser and the Registered Company with access to financial information regarding the Property and/or the tenant and any subtenant for the years requested by Purchaser, the Registered Company, and/or Purchaser’s or the Registered Company’s auditors. Such information may include, but is not limited to, bank statements, operating statements, general ledgers, cash receipts schedules, invoices for expenses and capital improvements, insurance documentation, and accounts receivable aging related to the Property and/or the tenant and subtenant (“SEC Filing Information”). Seller shall provide access to the SEC Filing Information requested by Purchaser, the Registered Company and/or Purchaser’s or the Registered Company’s auditors prior to the expiration of the Review Period, and Seller agrees to cooperate with Purchaser, the Registered Company and Purchaser’s or the Registered Company’s auditors regarding any reasonable inquiries by Purchaser, the Registered Company and Purchaser’s or the Registered Company’s auditors following receipt of such information, including delivery by Seller of an executed representation letter with regard to such historical financial information prior to Closing in form and substance requested by Purchaser’s or the Registered Company’s auditors (“SEC Filings Letter”). A sample SEC Filings Letter is attached to the Contract as Exhibit J; however, Purchaser’s and/or the Registered Company’s auditors may require additions and/or revisions to such letter following review of the SEC Filing Information provided by
SEC S-X 3-14 Audit. In order to enable Purchaser to comply with reporting requirements, Seller agrees to provide Purchaser and its representatives information sufficient for Purchaser to comply with SEC Rule 3-14 of Regulation S-X, including Seller’s most current financial statements relating to the financial operation of the Property for the current fiscal year and the most recent pre-acquisition fiscal year, and upon request, support for certain operating revenues and expenses specific to the Property. Seller understands that certain of such financial information may be included in filings required to be made by Purchaser with the U.S. Securities and Exchange Commission. This Section 24 shall survive Closing for a period of one (1) year.
SEC S-X 3-14 Audit. In order to enable Purchaser to comply with reporting requirements, Seller agrees to provide Purchaser and its representatives financial statements sufficient for Purchaser to comply with SEC Rule 3-14 of Regulation S-X, including Seller's most current financial statements relating to the financial operation of the Property for the current fiscal year and for the fiscal year prior to the year of Closing and upon request, support for certain operating revenues and expenses specific to the Property. Seller understands that certain of such financial information may be included in filings required to be made by Purchaser with the U.S. Securities and Exchange Commission. This Section 12.23 shall survive Closing for a period of one (1) year. In no event shall any information furnished by Seller under this Section 12.23 constitute an express or implied representation whatsoever of such financial statements or other information provided in this Section 12.23.
SEC S-X 3-14 Audit. In order to enable Buyer to comply with reporting requirements, Seller agrees, at no cost to Seller, to make available to Buyer and its representatives such information as has previously been prepared and is in Seller’s possession as is sufficient for Buyer to comply with SEC Rule 3-14 of Regulation S-X, including Seller’s most current financial statements relating to the financial operation of the Property for the current fiscal year and the most recent pre-acquisition fiscal year, and upon request, support (to the extent then existing and in Seller’s possession) for certain operating revenues and expenses specific to the Property. Seller understands that certain of such financial information may be included in filings required to be made by Buyer with the U.S. Securities and Exchange Commission. Seller makes no representation or warranty as to the accuracy of any information provided pursuant to this Paragraph 21(u). This Paragraph 21(u) shall survive Closing for a period of one (1) year. [Remainder of page intentionally left blank, [continued from prior page]
SEC S-X 3-14 Audit. In order to enable Buyer to comply with the reporting requirements of the Securities and Exchange Commission (the “SEC”), Seller agrees to provide Buyer and its representatives information sufficient for Buyer to comply with SEC Rule 3-14 of Regulation S-X, including Seller's most current financial statements relating to the financial operation of the Property for the current fiscal year and the most recent pre-acquisition fiscal year, and upon request, support for certain operating revenues and expenses specific to the Property (collectively, the “SEC Filing Information”). Seller understands that certain of the SEC Filing Information may be included in filings required to be made by Buyer with the SEC. Seller will cooperate in providing data and by being available to answer questions with respect to its records as they arise, both before and after the expiration of the Study Period. This Section 39 shall survive XXX for a period of one (1) year.
SEC S-X 3-14 Audit. Seller understands that Buyer is subject to the reporting requirements of the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder and Rule 3-14 of Regulation S-X. In order to enable Buyer to comply with such reporting requirements, Seller agrees, at no cost or expense to Seller, to provide Buyer and its representatives all reasonable documentation in Seller’s possession and/or control requested by Buyer in order for Buyer to comply with Rule 3-14 including, but not limited to, if applicable, Seller's most current financial statements (including income statements and balance sheets) relating to the financial operation of the Property for the current fiscal year and the most recent pre-acquisition fiscal year, and upon request and, to the extent required under such Rule 3-14 and readily available to Seller, support for certain operating revenues and expenses specific to the Property, including general ledger detail, accounts receivable analysis, budget to actual analysis and copies of bills and invoices. Within five (5) business days following a written request from Buyer, Seller shall provide a letter to Buyer's auditors in substantially the form attached hereto as Exhibit "H". Seller understands that certain of such financial information may be included in filings required to be made by Buyer with the U.S. Securities and Exchange Commission. This Section 22.18 shall survive the Closing.
SEC S-X 3-14 Audit. In order to enable Buyer to comply with reporting requirements, Seller agrees to provide Buyer and its representatives information sufficient for Buyer to comply with SEC Rule 3-14 of Regulation S-X, including Seller’s most current financial statements relating to the financial operation of the Property for the current fiscal year and the most recent pre-acquisition fiscal year, and upon request, support for certain operating revenues and expenses specific to the Property (collectively, the “SEC Filing Information”). Seller understands that certain of such financial information may be included in filings required to be made by Buyer with the U.S. Securities and Exchange Commission. Seller may charge an hourly fee (not to exceed $350 per hour) for the time incurred by Seller’s employees in connection with Seller performing its obligations under this Section 39. This Section 39 shall survive Closing for a period of one (1) year.
SEC S-X 3-14 Audit. In order to enable Buyer to comply with the reporting requirements of the Securities and Exchange Commission (the “SEC”), Seller agrees to provide Buyer and its representatives information sufficient for Buyer to comply with Rule 3-14 of Regulation S-X (“Rule 3-14”) under the Securities Act of 1933, as amended, including (a) each of the documents and information identified on Exhibit H attached hereto, but only to the extent such documents and information exist and are in the custody and control of Seller (Seller agrees, however, to promptly notify Buyer as to any such items which do not exist or are not in the custody or control of Seller), (b) Seller’s most current financial statements relating to the financial operation of the Property for the current fiscal year and the most recent pre-acquisition fiscal year, and (c) upon request, support for certain operating revenues and expenses specific to the Property (collectively, the “SEC Filing Information”). Seller understands that certain of the SEC Filing Information may be included in filings required to be made by Buyer with the SEC, and acknowledges that such disclosure shall not violate the confidentiality provisions of this Agreement. Seller agrees, at no cost to Seller, to reasonably cooperate in providing SEC Filing Information and to be available, upon reasonable advance notice, to answer questions with respect to SEC Filing Information as they arise, both before and after the expiration of the Inspection Period. This Section 7.7 shall survive Closing for a period of one (1) year. Buyer shall reimburse Seller for any actual, reasonable, third party, out-of-pocket costs and expenses that Seller incurs in connection with fulfilling Seller’s obligations under this Section 7.7 with respect to requests for such access made by Buyer after the Closing Date.
SEC S-X 3-14 Audit. Seller understands that Buyer is subject to the reporting requirements of the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder and Rule 3-14 of Regulation S-X. In order to enable Buyer to comply with such reporting requirements, Seller agrees to provide Buyer and its representatives all information required for Purchaser to comply with Rule 3-14 (as reasonably determined by Buyer's counsel) including, but not limited to, if applicable, Seller's most current financial statements (including income statements and balance sheets) relating to the financial operation of the Project for the current fiscal year and the most recent pre-acquisition fiscal year, and upon request and, to the extent required under such Rule 3-14, support for certain operating revenues and expenses specific to the Property, including general ledger detail, accounts receivable analysis, budget to actual analysis and copies of bills and invoices. Within five (5) business days following a written request from Buyer, Seller shall provide a letter to Purchaser's auditors in substantially the form attached hereto as Exhibit I. Seller understands that certain of such financial information may be included in filings required to be made by Buyer with the U.S. Securities and Exchange Commission. This Section 9.18 shall survive Closing.
SEC S-X 3-14 Audit. Seller understands that Buyer is subject to the reporting requirements of the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder and Rule 3-14 of Regulation S-X. In order to enable Buyer to comply with such reporting requirements, Seller agrees to provide Buyer and its representatives information to the extent required for Buyer to comply with Rule 3-14 (as reasonably determined by Buyer 's counsel) including, but not limited to, if applicable, Seller's most current financial statements limited to the financial operation of the Project for the current fiscal year and the most recent pre-acquisition fiscal year, and upon request and, to the extent required under such Rule 3-14, support for certain operating revenues and expenses specific to the Project. Within five (5) Business Days following a written request from Buyer, Seller shall provide a letter to Buyer's auditors in substantially the form attached hereto as Exhibit S. Seller understands that certain of such financial information may be required to be included in filings required to be made by Buyer with the U.S. Securities and Exchange Commission. All data and information provided by Seller under this Section 18.14 shall be held under and in accordance with and disclosed only pursuant to the terms and conditions of Section 6.4 hereof. This Section 18.14 shall survive Closing for a period of one (1) year.
