Common use of Compliance with SEC Reporting Requirements Clause in Contracts

Compliance with SEC Reporting Requirements. Seller shall make all books and records applicable to the Property available for Buyer’s review. To the knowledge, information and belief of Seller, all financial records, except for proformas and any other documents which were prepared to reflect reasonably expected future performance of the Hotel, fairly represent, in all material respects, the financial condition, results of operations and cash flow of Seller as of their respective dates and for the respective periods covered thereby. Buyer acknowledges that some of the properties which comprise the Hotel and the Other 3 Properties are of recent construction, and therefore, financial records for said recently constructed properties are limited to said period. Further, all financial records for the Property are generated and maintained internally and are located at Seller’s office at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Greensboro, North Carolina 27407. With that caveat of Seller’s representation and warranty as to the Property’s financial records, at any time prior to the termination of this Agreement, Seller shall, (at Buyer’s sole expense) provide Buyer access to all financial statements and to such factual information as may be reasonably requested by Buyer, or its accountants, and in the possession or control of Seller, or its accountants and which is (a) necessary to enable Buyer to file its or their Forms 8-K, 10-Q or 10-K, if and when such filings may be required by the Securities and Exchange Commission (“SEC”) and, (b) necessary, or, in Buyer’s reasonable judgment, useful, to enable Buyer to file registration statements with the SEC or to prepare private placement memorandums for investors. Buyer hereby releases and agrees to indemnify, defend and hold Seller, its affiliates, agents, employees, and partners, harmless from and against any claims, liability, expenses (including without limitation reasonable attorneys’ fees), losses and damages arising out of Seller’s cooperation hereunder or any information provided by Seller pursuant hereto; provided, however, that this indemnity shall not apply to the extent such liability is caused by the gross negligence or willful misconduct of Seller. The indemnity obligations of Buyer to Seller under this Section 7(l) shall survive the termination of this Agreement for any reason, and such surviving obligations shall be part of Buyer’s Continuing Obligations.

Compliance with SEC Reporting Requirements. Seller shall make all books For a period of time commencing on the date of this Agreement and records applicable to continuing through the Property available for Buyer’s review. To the knowledge, information and belief of Seller, all financial records, except for proformas and any other documents which were prepared to reflect reasonably expected future performance first anniversary of the Hotel, fairly represent, in all material respects, the financial condition, results of operations and cash flow of Seller as of their respective dates and for the respective periods covered thereby. Buyer acknowledges that some of the properties which comprise the Hotel and the Other 3 Properties are of recent construction, and therefore, financial records for said recently constructed properties are limited to said period. Further, all financial records for the Property are generated and maintained internally and are located at Seller’s office at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Greensboro, North Carolina 27407. With that caveat of Seller’s representation and warranty as to the Property’s financial records, at any time prior to the termination of this AgreementClosing Date, Seller shall, or shall cause Chartwell, as applicable, from time to time, upon reasonable advance written notice from Buyer, and at Buyer’s sole cost and expense, provide Buyer and its representatives with reasonable access to all of Seller’s information and documentation relating to the Property, which information is relevant and reasonably necessary, in the reasonable opinion of the outside accountants of Buyer, to enable Buyer and Buyer’s outside accountants to file financial statements, pro formas and any and all other information in compliance (at Buyer’s sole expensecost) provide Buyer access to with any or all financial statements and to such factual information as may be reasonably requested by Buyer, or its accountants, and in the possession or control of Seller, or its accountants and which is (a) necessary to enable Buyer to file its Rule 3-05 or their Forms 83-K, 1014 of Regulation S-Q or 10-K, if and when such filings may be required by X of the Securities and Exchange Commission (“SEC”) and, ; (b) necessaryany other rule issued by the SEC and applicable to Buyer or its subsidiaries; and (c) any registration statement, or424(b) prospectus, in Buyer’s reasonable judgment, useful, to enable Buyer to file registration statements report or disclosure statement filed with the SEC by or on behalf of Buyer. Seller shall reasonably cooperate with Buyer, at the cost of the Buyer, to prepare private placement memorandums for investorscause any SEC audit requirements to be completed and delivered to Buyer within a reasonable time period to insure that all SEC filing requirements are met. Buyer hereby releases and agrees to indemnify, defend and hold Seller, its affiliates, agents, employeesSeller shall also authorize, and partnersshall cause Chartwell to authorize, harmless as applicable, any attorneys who have represented Seller or Chartwell, as applicable, in material litigation pertaining to or affecting the Property to respond, at Buyer’s expense, to inquiries from Buyer’s representatives, attorneys and against any claimsindependent accounting firm. Seller shall also provide and/or shall cause Chartwell, liabilityas applicable, expenses (including without limitation reasonable attorneys’ fees), losses and damages arising out of Sellerto provide to Buyer’s cooperation hereunder or any information provided by Seller pursuant hereto; provided, however, that this indemnity shall not apply 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 extent such liability is caused by the gross negligence or willful misconduct of Seller. The indemnity obligations of Buyer to Seller under this Section 7(l) shall survive the termination of this Agreement for any reason, and such surviving obligations shall be part of Buyer’s Continuing ObligationsProperty.