Common use of Audit Cooperation Clause in Contracts

Audit Cooperation. Within five (5) days after the Effective Date, Seller shall provide to Purchaser (at Purchaser’s expense) copies of, or shall provide Purchaser access to, such factual information as may be reasonably requested by Purchaser and in the possession or control of Seller or its property manager or accountants, to enable Purchaser (or Hxxxx or an Affiliate of Hxxxx) to allow Purchaser’s auditor (Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the most recent fiscal year prior to the date of Closing. Notwithstanding the foregoing, such factual information shall include weighted average occupancy and occupancy at the end of each year for the five (5) calendar years prior to the year in which the Closing occurs and the average effective rent per square foot for the five (5) calendar years prior to the year in which the Closing occurs. Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser’s auditor a letter of representation substantially in the form attached hereto as Exhibit Q (the “Representation Letter”), and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after Closing Date. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Purchaser’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request from documentation in Seller’s possession or control in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser or any Affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority; provided, however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Seller, its property manager or accountants, at no cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information.

Audit Cooperation. Within five (5) days Prior to and after the Effective Closing Date, Seller shall provide to Purchaser Buyer (at PurchaserBuyer’s expense) copies of, or shall provide Purchaser Buyer access to, such factual information as may be reasonably requested by Purchaser Buyer, and in the possession or control of Seller Seller, or its property manager or accountants, to enable Purchaser Buyer (or Hxxxx Hines or an Affiliate affiliate of HxxxxHines) to allow PurchaserBuyer’s auditor (Deloitte & Touche LLP or any successor auditor selected by PurchaserBuyer) to conduct an audit of the income and expense statements of the Property for the most recent fiscal year prior up to the date of Closing. Notwithstanding the foregoing, such factual information shall include weighted average occupancy and occupancy at the end of each year for the five (5) calendar years prior plus up to the year in which the Closing occurs and the average effective rent per square foot for the five three (53) prior calendar years prior to the year in which the Closing occursyears. Purchaser Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to Seller) with PurchaserBuyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to PurchaserBuyer’s auditor a letter of representation substantially in the form attached hereto as Exhibit Q (the “Representation Letter”), and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after for up to three (3) years prior to the year in which the Closing DateDate occurs. Without limiting the foregoing, (i) Purchaser Buyer or its designated independent or other auditor may audit Seller’s operating statements of the Property, at PurchaserBuyer’s expense, and Seller shall provide such documentation as Purchaser Buyer or its auditor may reasonably request from documentation in Seller’s possession or control in order to complete such audit, and (ii) Seller shall furnish to Purchaser Buyer such financial and other information as may be reasonably required by Purchaser Buyer or any Affiliate an affiliate of Purchaser Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority; provided, however, that (i) the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Seller, its property manager or accountants, at no cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information, and (ii) while Seller will make such documentation and information available, any information discovered by Buyer or its agents which is believed to be inaccurate or inconsistent with information provided to Buyer during the Due Diligence Period in any event will not afford Buyer a basis for any legal action against Seller.

Audit Cooperation. Within five (5) days Prior to and after the Effective Closing Date, Seller shall provide to Purchaser (at Purchaser’s expense) copies of, or shall provide Purchaser access to, such factual information as may be reasonably requested by Purchaser and Purchaser, which is in the possession or control of Seller Seller, or its property manager or accountants, to enable Purchaser (or Hxxxx Hines or an Affiliate affiliate of HxxxxHines) to allow Purchaser’s auditor (Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit of the income and expense statements of the Property for the most recent fiscal year prior up to the date of Closing. Notwithstanding the foregoing, such factual information shall include weighted average occupancy and occupancy at the end of each year for the five (5) calendar years prior plus up to the year in which the Closing occurs and the average effective rent per square foot for the five three (53) prior calendar years prior to the year in which the Closing occursyears. Purchaser shall be solely responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to SellerPurchaser’s expense) with Purchaser’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser’s auditor a letter of representation substantially in the form attached hereto as Exhibit Q (the “Representation Letter”), and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the PropertyProperty which may have been previously prepared, whether required before or after for up to three (3) years prior to the year in which the Closing DateDate occurs. Without limiting the foregoing, at Purchaser’s expense (i) Purchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Purchaser’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request from documentation in Seller’s possession or control in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information in the form such information is maintained or held by Seller as may be reasonably required by Purchaser or any Affiliate an affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority; provided. Notwithstanding anything herein to the contrary, however, that (a) the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Seller, by Seller (at Purchaser’s expense) from its property manager or accountants, at no cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information; (b) while Seller will make such documentation and information available, any information discovered by Purchaser or its agents which is believed to be inaccurate or inconsistent with information provided to Purchaser pursuant to this Agreement in any event will not afford Purchaser a basis for any legal action against Seller and Purchaser hereby expressly waives the right to bring such a legal action against Seller; and (c) Purchaser acknowledges that the documents, materials and other information provided pursuant to this Section 9.19 are provided without representations or warranties as to the truth, accuracy, completeness, or methodology of preparation thereof, and Seller expressly disclaims any such representation or warranty. This Section 9.19 shall survive the Closing of this Agreement.

Audit Cooperation. Within five (5) days Prior to and after the Effective DateClosing, Seller shall provide to Purchaser Buyer (at PurchaserBuyer’s expense) copies of, or shall provide Purchaser Buyer access to, such factual information as may be reasonably requested by Purchaser Buyer and in the possession or control of Seller or its property manager or accountants, to enable Purchaser Buyer (or Hxxxx or an Affiliate of Hxxxx) to allow PurchaserBuyer’s auditor (Deloitte & Touche LLP or any successor auditor selected by PurchaserBuyer) to conduct an audit of the income statements of the Property for the most recent fiscal year prior to the date of Closing. Notwithstanding the foregoing, such factual information shall include weighted average occupancy and occupancy at the end of each year for the five (5) calendar years prior to the year in which the 38 Closing occurs and the average effective rent per square foot for the five (5) calendar years prior occurs, plus up to the year in which the Closing occursthree (3) prior calendar years. Purchaser Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to Seller) with PurchaserBuyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to PurchaserBuyer’s auditor a letter of representation substantially in the form attached hereto as Exhibit Q I (the “Representation Letter”)) covering the period from June 14, 2004 through and including December 31, 2004, and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after Closing Datethe Closing. Without limiting the foregoing, (i) Purchaser Buyer or its designated independent or other auditor may audit Seller’s operating statements of the Property, at PurchaserBuyer’s expense, and Seller shall provide such documentation as Purchaser Buyer or its auditor may reasonably request from documentation in Seller’s possession or control in order to complete such audit, and (ii) Seller shall furnish to Purchaser Buyer such financial and other information as may be reasonably required by Purchaser Buyer or any an Affiliate of Purchaser Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority; provided, however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Seller, its property manager or accountants, at no cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information.

Audit Cooperation. Within five (5) days Prior to and after the Effective DateClosing, Seller shall provide to Purchaser Buyer (at Purchaser’s Buyer's expense) copies of, or shall provide Purchaser Buyer access to, such factual information as may be reasonably requested by Purchaser Buyer and in the possession or control of Seller or its property manager or accountants, to enable Purchaser Buyer (or Hxxxx Hines or an Affiliate of HxxxxHines) to allow Purchaser’s Buyer's auditor (Deloitte & Touche LLP or any successor auditor selected by PurchaserBuyer) to conduct an audit of the income statements of the Property for the most recent fiscal year prior to the date of Closing. Notwithstanding the foregoing, such factual information shall include weighted average occupancy and occupancy at the end of each year for the five (5) calendar years prior to the year in which the Closing occurs and the average effective rent per square foot for the five (5) calendar years prior to the year in which the Closing occurs, plus up to the three (3) prior calendar years. Purchaser Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to Seller) with Purchaser’s Buyer's auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser’s Buyer's auditor a letter of representation substantially in the form attached hereto as Exhibit Q I (the “Representation Letter”)"REPRESENTATION LETTER") covering the period from June 14, 2004 through and including December 31, 2004, and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after Closing Datethe Closing. Without limiting the foregoing, (i) Purchaser Buyer or its designated independent or other auditor may audit Seller’s 's operating statements of the Property, at Purchaser’s Buyer's expense, and Seller shall provide such documentation as Purchaser Buyer or its auditor may reasonably request from documentation in Seller’s possession or control in order to complete such audit, and (ii) Seller shall furnish to Purchaser Buyer such financial and other information as may be reasonably required by Purchaser Buyer or any an Affiliate of Purchaser Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority; provided, however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Seller, its property manager or accountants, at no cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information.

Audit Cooperation. Within five (5) days after The Parties agree to cooperate with each other and their respective outside auditors in good faith to the Effective Dateextent required to meet any necessary compliance, Seller shall provide to Purchaser (at Purchaser’s expense) copies of, disclosure or shall provide Purchaser access to, such factual information as may be reasonably requested by Purchaser and in the possession or control of Seller or its property manager or accountants, to enable Purchaser (or Hxxxx or an Affiliate of Hxxxx) to allow Purchaser’s auditor (Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit financial reporting obligations under Section 404 of the income statements Xxxxxxxx-Xxxxx Act of the Property for the most recent fiscal year prior to the date 2002 and any requirements of Closing. Notwithstanding the foregoing, such factual information shall include weighted average occupancy and occupancy at the end of each year for the five (5) calendar years prior to the year in which the Closing occurs and the average effective rent per square foot for the five (5) calendar years prior to the year in which the Closing occurs. Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser’s auditor a letter of representation substantially in the form attached hereto as Exhibit Q (the “Representation Letter”), and, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after Closing Date. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Purchaser’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request from documentation in Seller’s possession or control in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser or any Affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or the Financial Accounting Standards Board. *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SCHEDULE 10.2 UCYCLYD DISCLOSURE SCHEDULE This Schedule 10.2 (the “Disclosure Schedule”) is made with reference to Section 10.2 of that certain Amended and Restated Collaboration Agreement dated as of March 22, 2012 (the “Agreement”) by and between Ucyclyd and Hyperion. The Disclosure Schedule has been arranged, for purposes of convenience only, as separate sections corresponding to the numbered and lettered paragraphs contained in Section 10.2 of the Agreement, and the disclosure in any such numbered and lettered section of this Disclosure Schedule shall qualify only the corresponding subsection in Section 10.2 of the Agreement (except to the extent disclosure in any numbered and lettered section of this Disclosure Schedule is explicitly cross-referenced in another numbered and lettered section of this Disclosure Schedule), provided that, any information disclosed in the Disclosure Schedule will be deemed to be disclosed and incorporated into any other governmental authority; providedsection or subsection of the Disclosure Schedule where the relevance of such disclosure would be reasonably apparent on its face. No reference to or disclosure of any item or other matter in this Disclosure Schedule shall be construed as an admission or indication that such item or other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in this Disclosure Schedule. The information set forth in this Disclosure Schedule is disclosed solely for the purposes of the Agreement, howeverand no information set forth herein shall be deemed to be an admission by any party to the Agreement to any Third Party of any matter whatsoever, that including of any violation of law or breach of any agreement. This Disclosure Schedule and the foregoing obligations information and disclosures contained herein are intended only to qualify and limit the representations, warranties and covenants of Seller shall be (and, as applicable, Medicis) contained in the Agreement. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or create any covenant. Matters reflected in this Disclosure Schedule are not necessarily limited to providing matters required by the Agreement to be reflected in this Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. *** *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXHIBIT 1 PROMISSORY NOTE [DOCUMENT CONSISTING OF FIVE (5) PAGES ATTACHED HERETO] *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. PROMISSORY NOTE $ , 20 FOR VALUE RECEIVED, HYPERION THERAPEUTICS, INC., a Delaware corporation (“Borrower”), promises to pay to the order of UCYCLYD PHARMA, INC. (“Lender”), at its office at 0000 Xxxxx Xxxxxx Xxxx, Scottsdale, Arizona 85256, or such information other place as the holder hereof may from time to time appoint in writing, in lawful money of the United States of America via wire transfer to an account designated by Lender or documentation as Lender shall otherwise direct Borrower, the principal sum equal to the Marketed Products Purchase Price, or such lesser principal amount as may be outstanding hereunder, together with interest on the principal balance at the rate of nine percent (9%) per annum (the “Loan Rate”) until maturity. From and after the occurrence and during the continuance of an Event of Default (as hereinafter defined), the outstanding principal amount hereof shall bear interest at the Loan Rate, plus *** percent (***%) per annum. Interest will be computed on the daily principal balance outstanding during the period from the last payment date to the current payment date. Interest shall be the product resulting when multiplying the rate of interest by the principal balance outstanding, dividing by 360, and then multiplying by the actual number of days interest has accrued. This Promissory Note (this “Note”) is delivered in connection with that certain Amended and Restated Collaboration Agreement, dated as of March 22, 2012, between the Borrower and the Lender (the “Collaboration Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning given to them in the possession ofCollaboration Agreement. The principal and accrued and unpaid interest, if any, on the indebtedness evidenced by this Note shall be payable as follows: (i) the principal shall be payable in eight (8) equal consecutive quarterly installments of $ on the first Business Day of each calendar quarter commencing with the first calendar quarter immediately following the Marketed Products Closing Date, and (ii) accrued interest shall be payable in arrears on the same dates as the principal installments due under (i) above. The Borrower may prepay the outstanding principal amount of this Note in whole or in part at any time, without prepayment penalties. If a Change in Control of Borrower occurs, the outstanding indebtedness evidenced by this Note and all other amounts then due and owing under this Note immediately shall be due and payable in full without the necessity of any notice or demand. This Note is secured by a Security Agreement, dated the date hereof, between Borrower and Lender (the “Security Agreement”), which encumbers certain collateral described therein (hereinafter referred to as the “Collateral”). This Note, the Security Agreement, the Collaboration Agreement (as amended) and any and all other agreements presently existing or hereafter entered into in connection with this Note shall hereinafter be collectively referred to as the “Transaction Documents”. Borrower shall remain liable for the payment of this Note, including any interest, notwithstanding any extensions of time of payment or any indulgence of any kind or nature that Lender may grant to Borrower or any subsequent owner of the Collateral, whether with or without notice to Borrower, and Borrower hereby expressly waives such notice. No release of any or all of the security given for this obligation shall release any other maker, co-maker, surety, guarantor, or reasonably obtainable byother party hereto in any capacity. Lender shall not be required to look first to the Collateral for payment of this Note, Sellerbut may proceed against Borrower in such manner as it deems desirable. *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, its property manager AS AMENDED. The occurrence of any one or accountants, at no cost to Seller, and in more of the format that Seller following events (or its property manager or accountantsregardless of the reason therefor) have maintained such information.shall constitute an “Event of Default” hereunder: