Common use of Auditor Access Clause in Contracts

Auditor Access. After the Closing, at the request of Purchaser and at Purchaser's expense, Seller shall make available to Purchaser and/or Purchaser’s designated independent auditor the historical financial information in Seller's possession regarding the operation of the Property to the extent required by Purchaser in order to prepare stand-alone audited financial statements for such operations and in accordance with generally accepted accounting principles, covering all of the calendar year 2020 and any required subsequent date or period, and to reasonably cooperate with Purchaser and any auditor engaged by Purchaser for such purpose. Seller shall, without liability, recourse or cost to Seller, provide to Purchaser and/or Purchaser's designated independent auditor a representation letter regarding the books and records of the Property in substantially the form of Exhibit D attached hereto and made a part hereof (the "Audit Inquiry Letter"). Purchaser hereby acknowledges and agrees that (a) Purchaser shall be solely liable to pay and shall reimburse Seller, within five (5) business days following Seller's request, for all third-party, out-of-pocket costs and expenses incurred by Seller in assisting Purchaser at Purchaser's request under this Section (such assistance, the "Audit Assistance"), including all such costs incurred to review, research and complete the Audit Inquiry Letter; (b) Seller's performance of any Audit Assistance shall be solely as an accommodation to Purchaser and Seller shall have no, and Seller is hereby fully released and discharged from, any and all liability or obligation with respect to the Audit Assistance, any filings (the "SEC Filings") made by Purchaser with the United States Securities and Exchange Commission ("SEC") and the Audit Inquiry Letter; and (c) Purchaser hereby agrees to indemnify, protect, defend and hold Seller, its partners and their respective members, officers, directors, shareholders, participants, affiliates, employees, representatives, investors, agents, successors and assigns (each an "Indemnified Party") harmless from and against any and all costs, expenses, losses, liabilities, damages, claims, demands, allegations or actions (collectively, "Losses") actually asserted against or actually incurred by any Indemnified Party as a result of or otherwise arising in connection with the Audit Assistance, the SEC Filings and/or the Audit Inquiry Letter, including, without limitation, any claims by the addressee of the Audit Inquiry Letter; provided, however, Purchaser has no obligation to indemnify any Indemnified Party for Lossess incurred as a result of the gross negligence or willful misconduct of any Indemnified Party – it being agreed, however, that Purchaser has released each Indemnified Party from liability for any such Lossess. The respective obligations of Seller and Purchaser under this Section 16.21 shall survive the Closing and shall not be merged therein.

Auditor Access. After the Closing, at the request of Purchaser and at Purchaser's expense, Seller shall make available to Purchaser and/or Purchaser’s designated independent auditor the historical financial information in Seller's possession regarding the operation of the Property to the extent required by Purchaser in order to prepare stand-alone audited financial statements for such operations and in accordance with generally accepted accounting principles, covering all as of the calendar end of the fiscal year 2020 2017 and any required subsequent date or period, and to reasonably cooperate (at Purchaser's expense) with Purchaser and any auditor engaged by Purchaser for such purpose. Seller shall, without liability, recourse or cost to Seller, provide to Purchaser and/or Purchaser's designated independent auditor a representation letter regarding the books and records of the Property in substantially the form of Exhibit D Schedule 16.21 attached hereto and made a part hereof (the "Audit Inquiry Letter"). Purchaser hereby acknowledges and agrees that (a) Purchaser shall be solely liable to pay and shall reimburse Seller, within five (5) business days following Seller's request, for all third-party, out-of-pocket costs and expenses incurred by Seller in assisting Purchaser at Purchaser's request under this Section (such assistance, the "Audit Assistance"), including all such costs incurred to review, research and complete the Audit Inquiry Letter; (b) Seller's performance of any Audit Assistance shall be solely as an accommodation to Purchaser and Seller shall have no, and Seller is hereby fully released and discharged from, any and all liability or obligation with respect to the Audit Assistance, any filings (the "SEC Filings") made by Purchaser with the United States Securities and Exchange Commission ("SEC") and the Audit Inquiry Letter; and (c) Purchaser hereby agrees to indemnify, protect, defend and hold Seller, its partners and their respective members, officers, directors, shareholders, participants, affiliates, employees, representatives, investors, agents, successors and assigns (each an "Indemnified Party") harmless from and against any and all costs, expenses, losses, liabilities, damages, claims, demands, allegations or actions (collectively, "Losses") actually asserted against or actually incurred by any Indemnified Party as a result of or otherwise arising in connection with the Audit Assistance, the SEC Filings and/or the Audit Inquiry Letter, including, without limitation, any claims by the addressee of the Audit Inquiry Letter; provided, however, Purchaser has no obligation to indemnify that Losses shall specifically exclude any Indemnified Party for Lossess incurred as a result of Losses proximately resulting from the gross negligence or willful misconduct of any an Indemnified Party – it being agreed, however, that Purchaser has released each Indemnified Party from liability for any such Lossess. The respective obligations of Seller and Purchaser under this Section 16.21 shall survive the Closing and shall not be merged thereinParty.