Common use of Compliance with SEC Reporting Requirements Clause in Contracts

Compliance with SEC Reporting Requirements. For a period of time commencing on the date of this Agreement and continuing through the first anniversary of the Closing Date, Owners shall cause the Manager, if applicable, from time to time, upon reasonable advance written notice from Company, and at Company's sole cost and expense, provide Company and its representatives with reasonable access to all of Owners' information and documentation relating to the Acquired Interests, Acquired Companies and Properties, provided the same shall then be in Owner's (or an Affiliate of Owner's) possession pertaining to the period from January 1, 2000 through the Closing Date, which information is relevant and reasonably necessary, in the opinion of the outside accountants of Company, to enable Company and Company's outside accountants to file financial statements, pro formas and any and all other information in compliance (at Company's cost) with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the SEC; (b) any other rule issued by the SEC and applicable to Company or its subsidiaries; and (c) any registration statement, 424(b) prospectus, report or disclosure statement filed with the SEC by or on behalf of Company. Owners shall reasonably cooperate with Company to cause any SEC audit requirements to be completed and delivered to Company within a reasonable time period to insure that all SEC filing requirements are met, and Company shall reimburse Owners for all reasonable out-of-pocket, third-party costs and expenses paid to third parties by Owners in connection therewith. Owners shall also authorize and shall cause the Manager, as applicable, to authorize any attorneys who have represented Owners, the Partnerships or the Manager, as applicable, in material litigation pertaining to or affecting the Acquired Equity Interests, Properties or Partnerships to respond, at Company's expense, to inquiries from Company's representatives and independent accounting firm. Owners shall also provide and/or shall cause the Manager, as applicable, to provide to Company's independent accounting firm a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Acquired Equity Interests, Partnerships and Properties.

Compliance with SEC Reporting Requirements. For a period of time commencing on the date of this Agreement and continuing through the first anniversary of the Closing Date, Owners Seller shall, or shall cause Chartwell (the “Property Manager”), if as applicable, from time to time, upon reasonable advance written notice from CompanyBuyer, and at Company's Buyer’s sole cost and expense, provide Company Buyer and its representatives with reasonable access to all of Owners' Seller’s information and documentation relating to the Acquired Interests, Acquired Companies and Properties, provided the same shall then be in Owner's (or an Affiliate of Owner's) possession pertaining to the period from January 1, 2000 through the Closing DateProperty, which information is relevant and reasonably necessary, in the reasonable opinion of the outside accountants of CompanyBuyer, to enable Company Buyer and Company's Buyer’s outside accountants to file financial statements, pro formas and any and all other information in compliance (at Company's Buyer’s cost) with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the SEC; (b) any other rule issued by the SEC and applicable to Company Buyer or its subsidiaries; and (c) any registration statement, 424(b) prospectus, report or disclosure statement filed with the SEC by or on behalf of CompanyBuyer. Owners Seller shall reasonably cooperate with Company Buyer, at the cost of the Buyer, to cause any SEC audit requirements to be completed and delivered to Company Buyer within a reasonable time period to insure that all SEC filing requirements are met, and Company shall reimburse Owners for all reasonable out-of-pocket, third-party costs and expenses paid to third parties by Owners in connection therewith. Owners Seller shall also authorize authorize, and shall cause the ManagerProperty Manager to authorize, as applicable, to authorize any attorneys who have represented Owners, the Partnerships Seller or the Property Manager, as applicable, in material litigation pertaining to or affecting the Acquired Equity Interests, Properties or Partnerships Property to respond, at Company's Buyer’s expense, to inquiries from Company's representatives Buyer’s representatives, attorneys and independent accounting firm. Owners Seller shall also provide and/or shall cause the Property Manager, as applicable, to provide to Company's Buyer’s independent accounting firm a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Acquired Equity Interests, Partnerships and PropertiesProperty.

Compliance with SEC Reporting Requirements. For a period of time commencing on the date of this Agreement and continuing through the first anniversary of the Closing Date, Owners Seller shall cause the Manager, if applicable, from time to time, upon reasonable advance written notice from CompanyBuyer, and at CompanyBuyer's sole cost and expense, provide Company Buyer and its representatives with reasonable access to all of Owners' Seller’s written information and documentation relating to the Acquired Interests, Acquired Companies and PropertiesProperty, provided the same shall then be in OwnerSeller's (or an Affiliate a representative or affiliate of OwnerSeller's) possession pertaining to the period from January 1, 2000 through the Closing Datepossession, which information is relevant and reasonably necessary, in the opinion of the outside accountants of CompanyBuyer, to enable Company Buyer and CompanyBuyer's outside accountants to file financial statements, pro formas and any and all other information in compliance (at CompanyBuyer's cost) with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the SEC; (b) any other rule issued by the SEC and applicable to Company Buyer or its subsidiaries; and (c) any registration statement, 424(b) prospectus, report or disclosure statement filed with the SEC by or on behalf of CompanyBuyer. Owners Seller shall reasonably cooperate with Company Buyer to cause any SEC audit requirements to be completed and delivered to Company Buyer within a reasonable time period to insure that all SEC filing requirements are met, and Company Buyer shall reimburse Owners each Seller for all reasonable out-of-pocket, third-party costs and expenses paid to third parties by Owners such Seller in connection therewith. Owners Seller shall also authorize and shall cause the Manager, as applicable, to authorize any attorneys who have represented Owners, the Partnerships or the Manager, as applicable, Seller in material litigation pertaining to or affecting the Acquired Equity Interests, Properties or Partnerships Property to respond, at CompanyBuyer's expense, to inquiries from CompanyBuyer's representatives representatives, attorneys and independent accounting firm. Owners shall also provide and/or shall cause the Manager, as applicable, to provide to Company's independent accounting firm a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Acquired Equity Interests, Partnerships and Properties.

Compliance with SEC Reporting Requirements. For a period of time commencing on the date of this Agreement and continuing through the first anniversary of the Closing Date, Owners Sellers shall cause the Manager, if applicable, from time to time, upon reasonable advance written notice from Company, and at Company's Purchaser sole cost and expense, provide Company Purchaser and its representatives with reasonable access to all of OwnersSellers' information and documentation relating to the Acquired HdC Interests, Acquired Companies Entities and Propertiesthe Hotel, provided the same shall then be in Owner's Sellers' (or an Affiliate of Owner'sSellers') possession pertaining to the period from January 1, 2000 through the Closing Datepossession, which information is relevant and reasonably necessary, in the opinion of the outside accountants of CompanyPurchaser, to enable Company Purchaser and Company's Purchaser’s outside accountants to file financial statements, pro formas and any and all other information in compliance (at Company's cost) with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the SEC; (b) any other rule issued by the SEC and applicable to Company Purchaser or its subsidiariesparent companies; and (c) any registration statement, 424(b) prospectus, report or disclosure statement filed with the SEC by or on behalf of CompanyPurchaser. Owners Sellers shall reasonably cooperate with Company Purchaser, at no cost or expense to Sellers, to cause any SEC audit requirements to be completed and delivered to Company Purchaser within a reasonable time period to insure that all SEC filing requirements are met, and Company Purchaser shall reimburse Owners Sellers for all reasonable out-of-pocket, third-party pocket costs and expenses paid to third parties by Owners Sellers in connection therewith. Owners Sellers shall also authorize and shall cause the Manager, as applicable, to authorize any attorneys who have represented OwnersSellers, the Partnerships or the Manager, as applicable, applicable in material litigation pertaining to or affecting the Acquired Equity Interests, Properties acquired Entities or Partnerships the Hotel to respond, at Company's Purchaser’s expense, to inquiries from Company's Purchaser’s representatives and independent accounting firm. Owners ; provided, however, that the foregoing shall also provide and/or not be deemed to constitute a waiver of the attorney-client privilege; and provided further, that the Sellers shall cause have the Manager, as applicable, right to provide to Company's independent accounting firm a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on have their representatives present at any meeting (whether telephonic or in person) involving the financial statements related to the Acquired Equity Interests, Partnerships Sellers' attorneys and PropertiesPurchaser.

Compliance with SEC Reporting Requirements. For a period of time commencing on the date of this Agreement and continuing through the first anniversary of the Closing Date, Owners shall cause the Manager, if applicable, from time to time, upon reasonable advance written notice from Company, and at Company's ’s sole cost and expense, provide Company and its representatives with reasonable access to all of Owners' ’ information and documentation relating to the Acquired Interests, Acquired Companies and Properties, provided the same shall then be in Owner's ’s (or an Affiliate of Owner's’s) possession pertaining to the period from January 1, 2000 through the Closing Date, which information is relevant and reasonably necessary, in the opinion of the outside accountants of Company, to enable Company and Company's ’s outside accountants to file financial statements, pro formas and any and all other information in compliance (at Company's ’s cost) with any or all of (a) Rule 3-05 3‑05 or 3-14 3‑14 of Regulation S-X S‑X of the SEC; (b) any other rule issued by the SEC and applicable to Company or its subsidiaries; and (c) any registration statement, 424(b) prospectus, report or disclosure statement filed with the SEC by or on behalf of Company. Owners shall reasonably cooperate with Company to cause any SEC audit requirements to be completed and delivered to Company within a reasonable time period to insure that all SEC filing requirements are met, and Company shall reimburse Owners for all reasonable out-of-pocket, third-party costs and expenses paid to third parties by Owners in connection therewith. Owners shall also authorize and shall cause the Manager, as applicable, to authorize any attorneys who have represented Owners, the Partnerships or the Manager, as applicable, in material litigation pertaining to or affecting the Acquired Equity Interests, Properties or Partnerships to respond, at Company's ’s expense, to inquiries from Company's ’s representatives and independent accounting firm. Owners shall also provide and/or shall cause the Manager, as applicable, to provide to Company's ’s independent accounting firm a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Acquired Equity Interests, Partnerships and Properties.

Compliance with SEC Reporting Requirements. For a period of time commencing on the date of this Agreement and continuing through the first anniversary of the Closing Date, Owners Seller shall, or shall cause Seller’s property manager (the “Property Manager”), if as applicable, from time to time-to-time, upon reasonable advance written notice from CompanyPurchaser, and at Company's Purchaser’s sole cost and expense, provide Company Purchaser and its representatives with reasonable access to all of Owners' Seller’s information and documentation relating to the Acquired Interests, Acquired Companies and PropertiesProperty, provided the same shall then be in Owner's Seller’s (or an Affiliate a representative or affiliate of Owner'sSeller’s) possession pertaining to the period from January 1, 2000 through the Closing Datepossession, which information is relevant and reasonably necessary, in the opinion of the outside accountants of CompanyPurchaser, to enable Company Purchaser and Company's Purchaser’s outside accountants to file financial statements, pro formas and any and all other information in compliance (at Company's Purchaser’s cost) with any or and all of (a) Rule 3-05 5 or 3-14 of Regulation S-X of the SEC; (b) any other rule issued by the SEC and applicable to Company Purchaser or its subsidiaries; and (c) any registration statement, 424(b) prospectus, report or disclosure statement filed with the SEC by or on behalf of CompanyPurchaser. Owners Seller shall reasonably cooperate with Company Purchaser to cause any SEC audit requirements to be completed and delivered to Company Purchaser within a reasonable time period to insure that all SEC filing requirements are met, and Company Purchaser shall reimburse Owners Seller for all reasonable out-of-pocket, third-party costs and expenses paid to third parties by Owners Seller in connection therewith. Owners Seller shall also authorize authorize, and shall cause the ManagerProperty Manager to authorize, as applicable, to authorize applicable any attorneys who have represented Owners, the Partnerships Seller or the Property Manager, as applicable, in material litigation pertaining to or affecting the Acquired Equity Interests, Properties or Partnerships Property to respond, at Company's Purchaser’s expense, to inquiries from Company's representatives Purchaser’s representatives, attorneys and independent accounting firm. Owners Seller shall also provide and/or shall cause the Property Manager, as applicable, to provide to Company's Purchaser’s independent accounting firm a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Acquired Equity Interests, Partnerships and PropertiesProperty.

Compliance with SEC Reporting Requirements. For a period of time commencing on the date of this Agreement and continuing through the first anniversary of the Closing Date, Owners Sellers shall, or shall cause Sellers’ property manager (the "Property Manager"), if as applicable, from time to time, upon reasonable advance written notice from CompanyBuyer, and at CompanyBuyer's sole cost and expense, provide Company Buyer and its representatives with reasonable access to all of Owners' Sellers’ information and documentation relating to the Acquired Interests, Acquired Companies and PropertiesProperty, provided the same shall then be in Owner's Sellers’ (or an Affiliate a representative or affiliate of Owner'sSellers’) possession pertaining to the period from January 1, 2000 through the Closing Datepossession, which information is relevant and reasonably necessary, in the opinion of the outside accountants of CompanyBuyer, to enable Company Buyer and CompanyBuyer's outside accountants to file financial statements, pro formas and any and all other information in compliance (at CompanyBuyer's cost) with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the SEC; (b) any other rule issued by the SEC and applicable to Company Buyer or its subsidiaries; and (c) any registration statement, 424(b) prospectus, report or disclosure statement filed with the SEC by or on behalf of CompanyBuyer. Owners Sellers shall reasonably cooperate with Company Buyer to cause any SEC audit requirements to be completed and delivered to Company Buyer within a reasonable time period to insure that all SEC filing requirements are met, and Company Buyer shall reimburse Owners Sellers for all reasonable out-of-pocket, third-party costs and expenses paid to third parties by Owners Sellers in connection therewith. Owners Sellers shall also authorize authorize, and shall cause the ManagerProperty Manager to authorize, as applicable, to authorize any attorneys who have represented Owners, the Partnerships Sellers or the Property Manager, as applicable, in material litigation pertaining to or affecting the Acquired Equity Interests, Properties or Partnerships Property to respond, at CompanyBuyer's expense, to inquiries from CompanyBuyer's representatives representatives, attorneys and independent accounting firm. Owners Sellers shall also provide and/or shall cause the Property Manager, as applicable, to provide to CompanyBuyer's independent accounting firm firm, a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Acquired Equity Interests, Partnerships and PropertiesProperty.

Compliance with SEC Reporting Requirements. For a period of time commencing on the date of this Agreement and continuing through the first anniversary of the Closing Date, Owners Seller shall, or shall cause Seller's property manager (the "Property Manager"), if as applicable, from time to time, upon reasonable advance written notice from CompanyBuyer, and at CompanyBuyer's sole cost and expense, provide Company Buyer and its representatives with reasonable access to all of Owners' Seller's information and documentation relating to the Acquired Interests, Acquired Companies and PropertiesProperty, provided the same shall then be in OwnerSeller's (or an Affiliate a representative or affiliate of OwnerSeller's) possession pertaining to the period from January 1, 2000 through the Closing Datepossession, which information is relevant and reasonably necessary, in the opinion of the outside accountants of CompanyBuyer, to enable Company Buyer and CompanyBuyer's outside accountants to file financial statements, pro formas and any and all other information in compliance (at CompanyBuyer's cost) with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the SEC; (b) any other rule issued by the SEC and applicable to Company Buyer or its subsidiaries; and (c) any registration statement, 424(b) prospectus, report or disclosure statement filed with the SEC by or on behalf of CompanyBuyer. Owners Seller shall reasonably cooperate with Company Buyer to cause any SEC audit requirements to be completed and delivered to Company Buyer within a reasonable time period to insure that all SEC filing requirements are met, and Company Buyer shall reimburse Owners Seller for all reasonable out-of-pocket, third-party costs and expenses paid to third parties by Owners Seller in connection therewith. Owners Seller shall also authorize authorize, and shall cause the ManagerProperty Manager to authorize, as applicable, to authorize any attorneys who have represented Owners, the Partnerships Seller or the Property Manager, as applicable, in material outstanding litigation pertaining to or affecting the Acquired Equity Interests, Properties or Partnerships Property to respond, at CompanyBuyer's expense, to inquiries from CompanyBuyer's representatives representatives, attorneys and independent accounting firm. Owners Seller shall also provide and/or shall cause the Property Manager, as applicable, to provide to CompanyBuyer's independent accounting firm a signed representation letter which would be sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Acquired Equity Interests, Partnerships and PropertiesProperty.