Audit Information. Buyer shall be responsible for all out-of-pocket costs associated with the Rule 3-14 Audit. Seller shall use reasonable efforts to cooperate (at no cost to Seller) with Buyer’s Auditor in the conduct of the Rule 3-14 Audit. Notwithstanding anything contained in this Section 14.31 to the contrary, in no event shall Seller be obligated to (i) make and/or obtain from Seller (or an Affiliate of Seller or any of Seller’s or its Affiliates’ auditors) any representations or certificates regarding such financial information, or (ii) disclose any confidential or non-public financial information with respect to any Affiliate of Seller or any property of any such Affiliate. Seller’s obligation to maintain its records for use under this Section 14.31 shall be an on-going covenant for Buyer’s benefit until the Closing. Within forty-five (45) days following the Closing, Seller shall provide to Buyer (x) a profit and loss statement for the Property covering the period from January 1, 2014 to the Closing Date, and (y) accounts payable and accounts receivable details and aging report as of the Closing Date, all of which may be reviewed by Buyer’s Auditor in connection with the Rule 3-14 Audit. Seller shall maintain its records for use under this Section 14.31 for a period of not less than six (6) months after the Closing Date. Except as otherwise stated herein, the provisions of this Section shall survive Closing for a period of six (6) months.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (Resource Real Estate Opportunity REIT II, Inc.)