Common use of Cooperation with Purchaser’s Auditors and SEC Filing Requirements Clause in Contracts

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the date hereof through and including the first anniversary of the Closing Date, each of the Sellers and the S▇▇ Seller Members shall provide to Buyer copies of, or shall provide Buyer and its representatives, agents and employees access to, the books and records and financial and other information with respect to the period of the Sellers’ and the S▇▇ Seller Members’ ownership, management, maintenance and operation of the Company and the Company’s Subsidiaries, and shall furnish Buyer with such additional information concerning the same as Buyer shall reasonably request and which is in the possession or control of the Sellers or the S▇▇ Seller Members or any of their respective Affiliates, agents, or accountants, to enable Buyer or its assignee and their outside, third party accountants (the “Accountants”), to prepare and file financial statements in compliance with any or all of (a) Rule 3-05 or Article 11 of Regulation S-X under the Securities Act of 1933, as amended, required by the Securities and Exchange Commission (the “Commission”), (b) any other rule issued by the Commission and applicable to Buyer or its Affiliates, and (c) any registration statement, report or disclosure statement filed with the Commission by, or on behalf of Buyer or its Affiliates. The Sellers and the S▇▇ Seller Members shall allow Buyer’s auditors to conduct an audit of the income statements and balance sheets, if necessary, of the Business for the calendar prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate with and provide reasonable assistance to Buyer’s auditor and Accountants in the conduct of such audit (and, in the case of any required pro forma financial statements, reasonably cooperate with Buyer with respect to its preparation of pro forma financial statements). Without limiting the generality of the foregoing, the Sellers and the S▇▇ Seller Members agree to (i) provide to Buyer’s auditor a customary representation letter in such form as is reasonably required by the Accountants, with such facts and assumptions as reasonably determined by the Accountants in order to make such certificate accurate (the “Representation Letter”), signed by the individual(s) responsible for the Company’s financial reporting, as prescribed by generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, which Representation Letter may be required to assist the Accountants in rendering an opinion on such financial statements in order to comply with clauses (a), (b) and (c) above, (ii) if requested by such auditor, provide to Buyer’s auditor historical financial statements for the Business, including income and balance sheet data for the Business, whether required before or after Closing, and (iii) to the extent that the Company’s financial statements have previously been audited, the Sellers and the S▇▇ Seller Members shall use commercially reasonable efforts to cause the auditor of the Company’s financial statements to provide its consent to the inclusion of its report, without exception or qualification, with respect to such audited financial statements and to provide Buyer and/or its Affiliates appropriate comfort letters in accordance with the American Institute of Public Accountants’ professional standards. Each of the Sellers, O▇▇▇▇ Principals and the S▇▇ Seller Members shall use reasonable best efforts to, and to cause the Company’s current Accountants to, complete the audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2021, including the notes thereto, as promptly as practicable (and in any event before March 1, 2022), which financial statements shall be prepared in good faith and in accordance with GAAP consistently applied throughout the periods covered thereby, and shall fairly present the consolidated financial condition, cash flows and results of operations of the Company as at the dates thereof and for the periods therein referred. Each of the Sellers, O▇▇▇▇ Principals and the S▇▇ Seller Members shall cooperate with any reasonable requests by the Company, Buyer, or its representatives, agents and employees to effectuate the completion of such audit. The provisions of this Section 5.7 shall survive Closing. Nothing in this Section shall obligate any Party to (A) breach any duty of confidentiality owed to any Person, Law or Contract with any Person, or (B) waive any privileges, including the attorney-client or attorney work-product privileges, provided that a Party shall use reasonable best efforts to provide access to such information in a way, and to the extent possible, so as to preserve any applicable attorney-client or work-product privilege.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the date hereof through and including the first anniversary of the Closing Date, each of the Sellers and the S▇▇ Seller Members shall provide to Buyer copies of, or shall provide Buyer and its representatives, agents and employees access to, the books and records and financial and other information with respect to the period of the Sellers’ and the S▇▇ Seller Members’ ownership, management, maintenance and operation of the Company and that are in the Company’s Subsidiariespossession of the Sellers, and shall furnish Buyer with such additional information concerning the same as Buyer shall reasonably request and which is in the possession or control of the Sellers or the S▇▇ Seller Members or any of their respective Affiliatesaffiliates, agents, or accountants, to enable Buyer or its assignee and their outside, third party accountants (the “Accountants”), to prepare and file financial statements in compliance with any or all of (a) Rule 3-05 or Article 11 of Regulation S-X under the Securities Act of 1933, as amended, required by the Securities and Exchange Commission (the “Commission”), (b) any other rule issued by the Commission and applicable to Buyer or its Affiliates, and (c) any registration statement, report or disclosure statement filed with the Commission by, or on behalf of Buyer or its Affiliates. The Sellers and the S▇▇ Seller Members shall allow Buyer’s auditors to may conduct an audit of the income statements and balance sheets, if necessary, of the Business for the calendar year prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate with and provide reasonable assistance to Buyer’s auditor and Accountants in the conduct of such audit (and, in the case of any required pro forma financial statements, reasonably cooperate with Buyer with respect to its preparation of pro forma financial statements). Without limiting the generality of the foregoing, the Sellers and the S▇▇ Seller Members agree to (i) provide to Buyer’s auditor a customary representation letter in such form as is reasonably required by the AccountantsAccountants (with respect to periods ending as of or prior to the Closing), with such facts and assumptions as reasonably determined by the Accountants in order to make such certificate accurate (the “Representation Letter”), signed by the individual(s) responsible for the Company’s financial reporting, as prescribed by generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, which Representation Letter may be required to assist the Accountants in rendering an opinion on such financial statements in order to comply with clauses (a), (b) and (c) above, and (ii) if requested by such auditor, provide to Buyer’s auditor historical financial statements for the Business, including income and balance sheet data for the Business, whether required before or after Closing, and (iii) to the extent that the Company’s financial statements have previously been audited, the Sellers and the S▇▇ Seller Members shall use commercially reasonable efforts to cause the auditor of the Company’s financial statements to provide its consent to the inclusion of its report, without exception or qualification, with respect to such audited financial statements and to provide Buyer and/or its Affiliates affiliates appropriate comfort letters in accordance with the American Institute of Public Accountants’ professional standards. Each of the Sellers, O▇▇▇▇ Principals and the S▇▇ Seller Members shall use reasonable best efforts to, and to cause the Company’s current Accountants to, complete the audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2021, including the notes thereto, as promptly as practicable (and in any event before March 1, 2022), which financial statements shall be prepared in good faith and in accordance with GAAP consistently applied throughout the periods covered thereby, and shall fairly present the consolidated financial condition, cash flows and results of operations of the Company as at the dates thereof and for the periods therein referred. Each of the Sellers, O▇▇▇▇ Principals and the S▇▇ Seller Members shall cooperate with any reasonable requests by the Company, Buyer, or its representatives, agents and employees to effectuate the completion of such audit. The provisions of this Section 5.7 shall survive Closing. Nothing in Buyer shall reimburse Sellers for their reasonable out of pocket costs and expenses relating to any actions performed by them or their accountants, consultants or agents pursuant to this Section shall obligate any Party to (A) breach any duty of confidentiality owed to any Person, Law or Contract with any Person, or (B) waive any privileges, including the attorney-client or attorney work-product privileges, provided that a Party shall use reasonable best efforts to provide access to such information in a way, and to the extent possible, so as to preserve any applicable attorney-client or work-product privilege5.7.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the date hereof through and including the first anniversary of the Closing Date, each of the Sellers and the S▇▇ Seller Members shall provide to Buyer Purchaser (at no out-of-pocket fee or expense to Seller) copies of, or shall provide Buyer Purchaser and its representatives, agents and employees access to, the books and records and financial and other information with respect to the period of the Sellers’ and the S▇▇ Seller Members’ Seller’s ownership, management, maintenance and operation of the Company and the Company’s SubsidiariesProperty, and shall furnish Buyer Purchaser with such additional information concerning the same as Buyer Purchaser shall reasonably request and which is in the possession or control of the Sellers Seller or the S▇▇ Seller Members Property Manager, or any of their respective Affiliatesaffiliates, agents, or accountants, to enable Buyer Purchaser or its assignee and their outside, third party accountants (the “Accountants”), to prepare and file financial statements in compliance with any or all of (a) Rule 3-05 or Article 11 Rule 3-14 of Regulation S-X under the Securities Act of 1933, as amended, required by the Securities and Exchange Commission (the “Commission”), (b) any other rule issued by the Commission and applicable to Buyer Purchaser or its Affiliates, and (c) any registration statement, report or disclosure statement filed with the Commission by, or on behalf of Buyer Purchaser or its Affiliates. The Sellers and the S▇▇ At no out-of-pocket fee or expense to Seller, Seller Members shall allow BuyerPurchaser’s auditors auditor (BDO LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements and balance sheets, if necessary, of the Business Property for the calendar year prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate (at no cost to Seller) with and provide reasonable assistance to BuyerPurchaser’s auditor and Accountants in the conduct of such audit (and, in the case of any required pro forma financial statements, reasonably cooperate with Buyer with respect to its preparation of pro forma financial statements)audit. Without limiting the generality of the foregoing, the Sellers and the S▇▇ Seller Members agree agrees to (i) provide to BuyerPurchaser’s auditor a customary representation letter in such form as is reasonably required by the Accountants, with such facts and assumptions as reasonably determined by the Accountants in order to make such certificate accurate (the “Representation Letter”), signed by the individual(s) responsible for the CompanySeller’s financial reporting, as prescribed by generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, which Representation Letter may be required to assist the Accountants in rendering an opinion on such financial statements in order to comply with clauses (a), (b) and (c) above, (ii) if requested by such auditor, provide to BuyerPurchaser’s auditor historical financial statements for the BusinessProperty, including income and balance sheet data for the BusinessProperty, whether required before or after Closing, and (iii) to the extent that the CompanySeller’s financial statements have previously been audited, the Sellers and the S▇▇ Seller Members shall use commercially reasonable efforts to cause the auditor of the CompanySeller’s financial statements to provide its consent to the inclusion of its report, without exception or qualification, with respect to such audited financial statements and to provide Buyer Purchaser and/or its Affiliates affiliates appropriate comfort letters in accordance with the American Institute of Public Accountants’ professional standards. Each of the Sellers, O▇▇▇▇ Principals and the S▇▇ Seller Members shall use reasonable best efforts to, and to cause the Company’s current Accountants to, complete the audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2021, including the notes thereto, as promptly as practicable (and in any event before March 1, 2022), which financial statements shall be prepared in good faith and in accordance with GAAP consistently applied throughout the periods covered thereby, and shall fairly present the consolidated financial condition, cash flows and results of operations of the Company as at the dates thereof and for the periods therein referred. Each of the Sellers, O▇▇▇▇ Principals and the S▇▇ Seller Members shall cooperate with any reasonable requests by the Company, Buyer, or its representatives, agents and employees to effectuate the completion of such audit. The provisions of this Section 5.7 10.3 shall survive Closing. Nothing in this Section shall obligate any Party to (A) breach any duty of confidentiality owed to any Person, Law or Contract with any Person, or (B) waive any privileges, including the attorney-client or attorney work-product privileges, provided that a Party shall use reasonable best efforts to provide access to such information in a way, and to the extent possible, so as to preserve any applicable attorney-client or work-product privilege.

Cooperation with Purchaser’s Auditors and SEC Filing Requirements. From the date hereof through and including the first anniversary of the Closing Date, each of the Sellers and the S▇▇ Seller Members shall provide to Buyer copies of, or shall provide Buyer and its representatives, agents and employees access to, the books and records and financial and other information with respect to the period of the Sellers’ and the S▇▇ Seller Members’ ownership, management, maintenance and operation of the Company and the Company’s Subsidiaries, and shall furnish Buyer with such additional information concerning the same as Buyer shall reasonably request and which is in the possession or control of the Sellers or the S▇▇ Seller Members or any of their respective Affiliatesaffiliates, agents, or accountants, to enable Buyer or its assignee and their outside, third party accountants (the “Accountants”), to prepare and file financial statements in compliance with any or all of (a) Rule 3-05 or Article 11 of Regulation S-X under the Securities Act of 1933, as amended, required by the Securities and Exchange Commission (the “Commission”), (b) any other rule issued by the Commission and applicable to Buyer or its Affiliates, and (c) any registration statement, report or disclosure statement filed with the Commission by, or on behalf of Buyer or its Affiliates. The Sellers and the S▇▇ Seller Members shall allow Buyer’s auditors to conduct an audit of the income statements and balance sheets, if necessary, of the Business for the calendar prior to Closing (or to the date of Closing) and the two (2) prior years, and shall cooperate with and provide reasonable assistance to Buyer’s auditor and Accountants in the conduct of such audit (and, in the case of any required pro forma financial statements, reasonably cooperate with Buyer with respect to its preparation of pro forma financial statements). Without limiting the generality of the foregoing, the Sellers and the S▇▇ Seller Members agree to (i) provide to Buyer’s auditor a customary representation letter in such form as is reasonably required by the Accountants, with such facts and assumptions as reasonably determined by the Accountants in order to make such certificate accurate (the “Representation Letter”), signed by the individual(s) responsible for the Company’s financial reporting, as prescribed by generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, which Representation Letter may be required to assist the Accountants in rendering an opinion on such financial statements in order to comply with clauses (a), (b) and (c) above, (ii) if requested by such auditor, provide to Buyer’s auditor historical financial statements for the Business, including income and balance sheet data for the Business, whether required before or after Closing, and (iii) to the extent that the Company’s financial statements have previously been audited, the Sellers and the S▇▇ Seller Members shall use commercially reasonable efforts to cause the auditor of the Company’s financial statements to provide its consent to the inclusion of its report, without exception or qualification, with respect to such audited financial statements and to provide Buyer and/or its Affiliates affiliates appropriate comfort letters in accordance with the American Institute of Public Accountants’ professional standards. Each of the Sellers, O▇▇▇▇ Principals and the S▇▇ Seller Members shall use reasonable best efforts to, and to cause the Company’s current Accountants to, complete the audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2021, including the notes thereto, as promptly as practicable (and in any event before March 1, 2022), which financial statements shall be prepared in good faith and in accordance with GAAP consistently applied throughout the periods covered thereby, and shall fairly present the consolidated financial condition, cash flows and results of operations of the Company as at the dates thereof and for the periods therein referred. Each of the Sellers, O▇▇▇▇ Principals and the S▇▇ Seller Members shall cooperate with any reasonable requests by the Company, Buyer, or its representatives, agents and employees to effectuate the completion of such audit. The provisions of this Section 5.7 shall survive Closing. Nothing in this Section shall obligate any Party to (A) breach any duty of confidentiality owed to any Person, Law or Contract with any Person, or (B) waive any privileges, including the attorney-client or attorney work-product privileges, provided that a Party shall use reasonable best efforts to provide access to such information in a way, and to the extent possible, so as to preserve any applicable attorney-client or work-product privilege.