Common use of Rule 3-14 Audit and SEC Filing Requirements Clause in Contracts

Rule 3-14 Audit and SEC Filing Requirements. Within nine (9) months after the Closing, Purchaser's auditor may conduct an audit, as may be required of Purchaser pursuant to Rule 3-14 of Securities and Exchange Commission Regulation S-X (the "Audit"), of the income statements of the Property for the last complete fiscal year immediately preceding the Closing Date and the stub period through the Closing Date (the "Audit Period"). Seller shall reasonably cooperate with Purchaser's auditor in the conduct of the Audit, and Purchaser shall reimburse Seller for any reasonable, out of pocket costs of Seller incurred in connection with said cooperation. Without limiting the foregoing, (a) Purchaser or its designated independent or other auditor may audit the operating statements of the Property, at Purchaser's expense and, upon Purchaser's prior written request of at least five (5) business days, Seller shall allow Purchaser's auditors reasonable access to such books and records as are then maintained by Seller in respect to the Property and pertaining to the Audit Period as reasonably necessary to conduct the Audit (but without any specific obligation to maintain any such books and records); and (b) Seller shall use reasonable efforts to provide to Purchaser such existing financial information as may be reasonably required by Purchaser for Purchaser's auditors to conduct the Audit; provided, however, that the ongoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession or control of Seller, at no unreimbursed cost to Seller, and in the format that Seller has from time to time maintained such information. Seller shall provide a letter to Purchaser’s auditors in substantially the form attached hereto as Exhibit F or otherwise reasonably acceptable to Seller and Purchaser. All information provided in connection with this Section 21 shall be subject to the confidentiality requirements of Section 19 of this Agreement.

Rule 3-14 Audit and SEC Filing Requirements. Within nine (9) months after the Closing, Purchaser's auditor may conduct an audit, as may be required of Purchaser pursuant to Rule 3-14 of Securities and Exchange Commission Regulation S-X (the "Audit"), of the income statements accounting records of the Property for the last complete fiscal year immediately preceding the Closing Date and the stub period through the Closing Date (the "Audit Period"). Seller shall reasonably cooperate with Purchaser's auditor in the conduct of the Audit, but shall not be required to incur any cost, liability or expense, and Purchaser shall reimburse advance to Seller for any its estimated reasonable, out of pocket costs of Seller to be incurred in connection with said cooperation. Without limiting the foregoing, (a) Purchaser or its designated independent or other auditor may audit the operating statements accounting records of the Property, at Purchaser's expense and, upon Purchaser's prior written request of at least five ten (510) business days, Seller shall allow Purchaser's auditors reasonable access to such books and records as are then maintained by Seller in respect to the Property and pertaining to the Audit Period as reasonably necessary to conduct the Audit (but without any specific obligation to maintain any such books and records); and (b) Seller shall use reasonable efforts to provide to Purchaser such existing financial information as may be reasonably required by Purchaser for Purchaser's auditors to conduct the Audit; provided, however, that the ongoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession or control of Seller, at no unreimbursed cost to Seller, and in the format that Seller has from time to time maintained such information, with no obligation to compile such information except other than in the form it then exists. Seller shall provide a letter to Purchaser’s auditors in substantially the form attached hereto as Exhibit F "I" or otherwise reasonably acceptable to Seller and Purchaser. All information provided in connection with this Section 21 12m shall be subject to the confidentiality requirements of Section 19 12g of this Agreement. Notwithstanding anything to the contrary contained herein, Seller has not and does not warrant the accuracy of its accounting records and Purchaser shall not be entitled to rely upon the same as being true, correct, complete or accurate. Purchaser shall defend, with counsel chosen by Purchaser, indemnify and hold Seller harmless of any and from all loss, cost and expense, including reasonable attorneys' fees, to the extent arising out of the disclosure by Purchaser of any actual or alleged inaccuracies, errors, mistakes, inconsistencies, incompleteness or misrepresentations contained in Seller’s financial statements; provided that the foregoing shall not apply to claims by Purchaser against Seller relating to a Breach. Any public disclosure by Purchaser of financial information containing, or based in any way upon, information contained in Seller’s accounting records shall specifically state that the same were made available to Seller as an accommodation to Seller, without representation, recourse or warranty except that the same were used by Seller in the ownership and operation of the Property and were not relied upon by Purchaser in acquiring the Property and shall not be relied upon by any other person.