Cooperation With Financial Statements. Sellers and Buyer agree to use their reasonable efforts to cooperate with KPMG, LLP in its preparation of audited consolidated financial statements of PMOG and its Subsidiaries for the year ended December 31, 2003 to be completed as soon as is reasonably possible. Sellers agree to use their reasonable efforts to cooperate with Buyer in Buyer’s preparation of unaudited consolidated financial statements of PMOG and its Subsidiaries, prepared in accordance with GAAP, as of, and for the nine month period ended, September 30, 2004, to be completed as soon as is reasonably possible; provided that, notwithstanding the foregoing, Sellers will not be required to represent or certify the unaudited financial statements’ conformity with GAAP, and Buyer will rely on its judgment as to whether the resulting unaudited financial statements are, in fact, prepared in accordance with GAAP. Sellers shall not be deemed to be in breach of this Section 6.18 if KPMG, LLP is unable to timely prepare such financial statements. Sellers further agree to use their reasonable efforts to cause KPMG, LLP to deliver to Buyer upon its reasonable request such consents as may be required under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder in connection with the use of financial statements audited by KPMG, LLP covering periods during the Ownership Period. The costs to prepare the audited financial statements by KPMG, LLP, the unaudited financial statements of PMOG and its Subsidiaries and obtaining the consents of KPMG, LLP shall be shared one-half by Sellers and one-half by Buyer.
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Cooperation With Financial Statements. Sellers After the execution of this Agreement, Seller shall provide Buyer and Buyer’s auditors with access (upon reasonable notice and during normal business hours) to information reasonably requested by Buyer agree and Buyer’s auditors from Seller’s operating and financial records relating primarily to use their reasonable efforts to cooperate with KPMG, LLP in its preparation of audited consolidated financial statements of PMOG and its Subsidiaries the Properties for the year fiscal years ended December 31, 2003 to be completed as soon as is reasonably possible. Sellers agree to use their reasonable efforts to cooperate with Buyer in Buyer’s preparation of unaudited consolidated financial statements of PMOG 2011 , December 31, 2012 and its SubsidiariesDecember 31, prepared in accordance with GAAP, as of, 2013 and for the nine six month period ended, September periods ended June 30, 20042013 and June 30, 2014 which were previously have been or will be made available to Seller’s auditors for purposes of preparing the Seller’s annual audited and quarterly reviewed financial statements for those periods years with respect to the Properties and any other financial information and data for the period from June 30, 2014 to Closing reasonably necessary to allow Buyer to complete a year end audit, in each case to the extent necessary to be completed included in any filings under the Securities Exchange Acts of 1933 and 1934, as soon amended and to assist with any inquiries from the Securities Exchange Act staff with respect to or as is reasonably possible; provided that, notwithstanding a result of the foregoing, Sellers will transactions contemplated by this Agreement (it being acknowledged that Seller shall not be required to represent prepare any pro formas and forward-looking statements). Seller shall cause Seller’s and Seller’s Affiliates’ personnel to reasonably cooperate with Buyer and Buyer’s auditors in providing such access and to reasonably assist Buyer and Buyer’s auditors in locating and interpreting such Records with a goal of issuing such statements by September 1, 2014. The cost incurred by Seller and its Affiliates in providing the financial Records (including fees of accountants and contractors) to Buyer and assisting Buyer as provided in this Article shall be borne by Buyer. Buyer releases Seller Group from and shall fully protect, defend, indemnify and hold Seller Group harmless from and against any and all claims, liabilities, losses or certify damages (including costs of investigation and attorneys’ and experts’ fees and expenses) relating to, arising out of, or connected with, directly or indirectly, the unaudited preparation or furnishing of any such records to Buyer, any actions, representations or certifications of Seller’s and its Affiliates’ personnel or auditors with respect to the information contained in such Records, or Buyer’s use of the information contained in such Records, the inclusion of such financial statements’ conformity with GAAPRecords in any debt or equity offering documents or related materials, and Buyer will rely on its judgment as to whether the resulting unaudited financial statements areregardless of cause or of any negligent acts or omissions (including active or passive, in factsole, prepared in accordance with GAAP. Sellers shall not be deemed to be in concurrent or comparative negligence), strict liability, breach of this Section 6.18 if KPMGduty (statutory or otherwise), LLP is unable to timely prepare such financial statements. Sellers further agree to use their reasonable efforts to cause KPMGviolation of Law, LLP to deliver to Buyer upon its reasonable request such consents as may be required under the Securities Act or other fault of 1933Seller Group, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder in connection with the use of financial statements audited by KPMG, LLP covering periods during the Ownership Period. The costs to prepare the audited financial statements by KPMG, LLP, the unaudited financial statements of PMOG and its Subsidiaries and obtaining the consents of KPMG, LLP shall be shared oneor any pre-half by Sellers and one-half by Buyerexisting defect.
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