Common use of SEC S-X 3-14 Audit Clause in Contracts

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. Each of the Seller Parties acknowledges that Purchaser is, or may elect to assign all of its right, title and interest in and to the Contract Agreement to a company that is either subject to the periodic filing requirements of the Exchange Act and/or is conducting or proposes to conduct a securities offering pursuant to Rule 144A under the Securities Act and/or has filed or proposes to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement under 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 Agreement is a Registered Company or a Registered Company Affiliate, the Registered Company will may be required to make include certain filings financial and other information related to the Property, the Seller Parties or their affiliates including the Guarantors in an offering memorandum issued in a securities offering under Rule 144A under the Securities Act (an “OM”), in a registration statement filed with the U.S. SEC under the Securities Act and/or in Form 8-K, Form 10-9 and/or Form 10-K to be filed with the SEC pursuant to the Exchange Act (individually, an “SEC Filing” and Exchange Commission (“SEC”) required under SEC Rule 3-14 of Regulation S-X (the collectively, “SEC Filings”) that relate to previous fiscal years ), in each case as required by the Securities Act, the Exchange Act, the rules and regulations of the SEC promulgated under the Securities Act and the Exchange Act and for definitive guidance issued by the Property and/or SEC (the tenant and subtenant“Securities Laws”). To assist permit the Registered Company to prepare the OM and/or the SEC Flings in accordance with the preparation of the SEC FilingsSecurities Laws, Seller agrees Parties agree to, and shall, provide Purchaser and the Registered Company with access to such financial and other information regarding concerning the Property and/or the tenant Seller Parties (to the extent existing and any subtenant for the years available) that may be reasonably requested by Purchaser, the Registered Company, Company and/or Purchaser’s Purchasers or the Registered Company’s auditorsauditors for purposes of preparing and/or auditing such information for inclusion in an OM or SEC Filings pursuant to the Securities Laws, as well as using its best efforts to provide any additional information as may be requested, provided that Purchaser shall reimburse Seller Parties for any additional costs that it may incur in providing such information and will provide consent to the Seller Parties’ auditors for such financial statements and to use such financial statements and the auditor’s report for such financial statements in all SEC Filings information related to the leases (“SEC Filing Information”). Such information may include, include but is not limited toto historical revenue and expense data with respect to the Property, bank statementsfinancial statements of the Seller Entities, operating statements, general ledgers, cash receipts schedules, invoices for expenses and capital improvementsleases with respect to leased portions of the Property, insurance documentationdocumentation evidencing Property Insurance in place and any claims, if any, and accounts receivable aging related to the Property and/or and the tenant and subtenant (“SEC Filing Information”)Seller Parties. Each of the Seller Parties shall provide access use good faith efforts to deliver 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 each of the Seller Parties 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 each of the Seller Parties of an executed representation letter with regard to such historical financial information prior to Closing in form and substance reasonably requested by Purchaser’s or the Registered Company’s auditors (“SEC Filings Letter”). A sample SEC Filings Letter is attached to the Contract this Agreement as Exhibit JI; provided, however, Purchaser’s , Registered Company and/or the Registered Company’s auditors may require additions and/or revisions to such letter following review of the SEC Filing Information provided byby the Seller Parties. Each of the Seller Parties consents to the disclosure of the SEC Filing Information in any SEC Filings by the Registered Company. Obligations under this Section 13.11 shall survive the Closing and not be merged therein.

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 PurchaserPurchaser (not including any years prior to 2011 or after 2012), 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 Tenant not previously delivered to Purchaser (“SEC Filing Information”). Seller shall provide access to deliver 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”). Notwithstanding any provision contained in this Section to the contrary, Seller shall not be required to produce or provide any information not already in Seller’s possession unless Purchaser reimburses Seller for the reasonable out-of-pocket cost of providing such information. 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 byby Seller. Seller consents to the disclosure of the SEC Filing Information in any SEC Filings by the Registered Company. Seller’s obligations under this Section 12.11 shall survive the Closing for one (1) year and not be merged therein. [SEE SIGNATURES ON THE FOLLOWING PAGES]

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 deliver 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 byby Seller. Seller consents to the disclosure of the SEC Filing Information in any SEC Filings by the Registered Company. Seller’s obligations under this Section 12.11 shall survive the Closing and not be merged therein.

SEC S-X 3-14 Audit. Seller acknowledges that Purchaser is, or may may, subject to Section 12.13, 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, at Purchaser’s sole cost and expense, 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 deliver 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, at no material cost to Seller, 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 byby Seller. Seller consents to the disclosure of the SEC Filing Information in any SEC Filings by the Registered Company. Purchaser agrees to promptly reimburse Seller for all out-of-pocket costs and expenses, including attorneys’ fees, incurred by Seller in complying with this Section 12.11. Seller’s obligations under this Section 12.11 shall survive the Closing and not be merged therein.

SEC S-X 3-14 Audit. Seller acknowledges that Purchaser is, or Buyer may elect to assign all of its right, title and interest in and to the Contract this Agreement to a company that is subject to the reporting requirements of the Securities Exchange Act and/or the Securities Act of 1934, as amended (a “Registered Company”) ), promoted by the Purchaser Buyer or to an affiliate of a Registered Company (a “Registered Company Affiliate”). In the event Purchaser is a Registered Company or PurchaserBuyer’s assignee under the Contract this Agreement 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 the most recent pre-acquisition fiscal years year (the “Audited Year”) for the Property and/or the tenant and subtenantProperty. To assist the Registered Company with the preparation of the SEC Filings, Seller agrees to, and shall, to provide Purchaser Buyer and the Registered Company with access to financial information regarding the Property and/or the tenant and any subtenant for the years Audited Year requested by PurchaserBuyer, the Registered Company, and/or PurchaserBuyer’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 deliver the SEC Filing Information requested by PurchaserBuyer, the Registered Company and/or PurchaserBuyer’s or the Registered Company’s auditors prior to the expiration of the Review Study Period, and Seller agrees to cooperate with PurchaserBuyer, the Registered Company and PurchaserBuyer’s or the Registered Company’s auditors regarding any reasonable inquiries by PurchaserBuyer, the Registered Company and PurchaserBuyer’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 CXX in form and substance requested by PurchaserBuyer’s or the Registered Company’s auditors (“SEC Filings Letter”). A sample SEC Filings Letter is attached to the Contract Purchase Agreement as Exhibit JE; however, PurchaserBuyer’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 byby Seller. Seller consents to the disclosure of the SEC Filing Information in any SEC Filings by the Registered Company. Buyer shall reimburse Seller for Seller’s reasonable costs associated with providing the SEC Filing Information. The provisions of this Section 37 shall survive the CXX for a period of one (1) year.

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 deliver 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 JI; 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 byby Seller. Seller consents to the disclosure of the SEC Filing Information in any SEC Filings by the Registered Company. Seller’s obligations under this Section 12.10 shall survive the Closing and not be merged therein.

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 Purchase Agreement 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 Agreement is a Registered Company or a Registered Company Affiliate, the Registered Company will may be required to make certain filings with the U.S. Securities and Exchange Commission (“SEC”) required under SEC Rule 3-05 and/or Rule 3-14 of Regulation S-X (the “SEC Filings”) that relate to previous fiscal years for the Property and/or the tenant and subtenantof the Property. To assist the Registered Company with the preparation of the SEC Filings, subject to the conditions set forth below, Seller agrees to, and shallshall (at Purchaser’s expense), provide Purchaser and the Registered Company with access to financial information regarding the operation of the Property and/or the tenant and any subtenant of the Property for the years requested by Purchaser, the Registered Company, and/or Purchaser’s or the Registered Company’s auditorsauditors (or the years or portions thereof that Seller has owned the Property, whichever is less). 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 of the Property, including without limitation the Lease with Catholic Health Initiatives (“SEC Filing Information”). Notwithstanding anything herein to the contrary, SEC Filing Information (i) shall be limited to such information as may be in the possession of Seller or its property manager or accountants and in the format that Seller (or its property manager or accountants) have maintained such information (ii) shall not include any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, and (iii) shall relate only to the operation of the Property for the years in question and shall not include any information regarding the purchase, design, construction, development, or business concept/plan of the Property, or any financial matters relating to Seller’s partners or constituent entities or their affiliates. Seller shall provide access to deliver the SEC Filing Information reasonably requested by Purchaser, the Registered Company and/or Purchaser’s or the Registered Company’s auditors prior to the expiration of the Review Inspection Period, and Seller agrees to cooperate at Purchaser’s expense 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 and reasonably acceptable to Seller (“SEC Filings Letter”). A sample SEC Filings Letter is attached to the Contract Agreement as Exhibit JF; however, Purchaser’s and/or the Registered Company’s auditors may require reasonable additions and/or revisions to such letter following review of the SEC Filing Information provided byby Seller. Seller consents to the disclosure of the SEC Filing Information in any SEC Filings by the Registered Company. Seller makes no representation or warranty regarding the SEC Filing Information other than as may be expressly set forth in this Agreement or in the SEC Filings Letter and shall have no liability to Purchaser or any other party regarding the SEC Filing Information. Seller’s obligations under this Section 15 shall survive the Closing and not be merged therein.