SEC Requirements Clause Samples

SEC Requirements. Upon Buyer’s written request, for a period of two (2) years following the Closing, Seller shall make Seller’s Books and Records available to Buyer for inspection, copying and audit by Buyer’s designated accountants, at Buyer’s expense, to enable or assist any of the Public Reporting Entities, or their successors and assigns, to make any necessary or appropriate filings (as specified on Exhibit “K,” attached hereto and incorporated herein by reference), if, as and when such filing may be required by the Securities and Exchange Commission (“SEC”) or otherwise by applicable law. Furthermore, and without limiting the foregoing, for a period of two (2) years following the Closing, Seller, or, in the event Seller is dissolved, an Affiliate of Seller acceptable to Buyer in Buyer’s sole but reasonable discretion, shall execute the form of audit letter contained in Exhibit “L,” attached hereto and incorporated herein by reference, as the same may be modified from time to time, as and when requested by Buyer.

SEC Requirements. Neither the Company nor any of its subsidiaries ---------------- has received notice from the Securities and Exchange Commission or any state securities agency that the Company or any subsidiary is not in compliance with applicable Securities and Exchange Commission or state securities rules and regulations or is under investigation regarding the potential violation of any such rule or regulation.

SEC Requirements. Upon Buyer’s written request, for a period of one (1) year following the Closing, Seller shall make Seller’s Books and Records available to Buyer for inspection during normal business hours on at least two (2) Business Days advance notice, copying and audit by Buyer’s designated accountants, at Buyer’s expense, to enable or assist any of the Public Reporting Entities, or their successors and assigns, to make any necessary or appropriate filings (as specified on Exhibit “K,” attached hereto and incorporated herein by reference), if, as and when such filing may be required by the Securities and Exchange Commission (“SEC”) or otherwise by applicable law. Furthermore, and without limiting the foregoing, for a period of one (1) year following the Closing, Seller, or, in the event Seller is dissolved, an Affiliate of Seller acceptable to Buyer in Buyer’s sole but reasonable discretion, shall execute the form of audit letter contained in Exhibit “L,” attached hereto and incorporated herein by reference, as the same may be modified from time to time, as and when requested by Buyer.

SEC Requirements. If Federal Law requires Tenant to provide the Securities and Exchange Commission ("SEC") with an electronic version of the final lease, Landlord shall cooperate with Tenant upon written request, provided, however, Tenant shall cooperate with Landlord and the SEC in redacting the Lease so that business terms of the Lease, including, without limitation, Annual Fixed Rent, shall be kept strictly confidential. Tenant shall not disclose the redacted electronic version of the Lease until Landlord reviews and approves the electronic version to be submitted to the SEC, which approval Landlord shall not unreasonably withhold. Landlord agrees that it shall have no right to require any particular redaction if the SEC refuses to accept the same. Landlord and Tenant cooperate in good faith to effect the provisions of this Section 8.21.

SEC Requirements. Upon Buyer’s written request, for a period of two (2) years following the Closing, Seller shall make available to Buyer, for inspection, copying and audit by Buyer’s designated accountants, at Buyer’s expense, such documents in Seller’s possession or control as specified on Exhibit “J” hereto, to the extent, and only to the extent, such information has not previously been provided to Buyer, if and to the extent such documents or information is necessary for Buyer’s compliance with requirements of the Securities and Exchange Commission or otherwise by applicable law. Buyer acknowledges and agrees that Seller’s agreement in this Section to make such documents available for the purposes stated herein is given solely as an accommodation to Buyer and that neither Buyer nor any assignee, successor or other person or entity claiming by or through Buyer shall have any claim, right of action, cause of action or other right or remedy against Seller on any basis referring or relating to, arising from or based on any such documents, or information contained therein or obtained or acquired as a result of any actions taken with respect to such documents or information (including any inspection, copying, auditing or additional inquiries based thereon), or information otherwise provided by Seller or any employee, agent or representative of Seller pursuant to this Section or Exhibit “J” hereto, and Buyer hereby affirmatively, unconditionally, knowingly and irrevocably waives, for itself and for its successors and assigns and any person or entity that might claim by, through or on behalf of Buyer, any and all such claims, rights of action, causes of action and other rights and remedies that might be based on, arise from or relate in any way to any such document or information or as a result of the disclosures and actions described in this Section. Buyer further acknowledges and agrees that such documents and any information as Seller may provide pursuant to this Section or Exhibit “J” hereto may consist of or contain information provided to Seller by third parties or information used by Seller solely for its own internal purposes, that Seller is not a publicly-traded entity, and that Seller does not make, and specifically disclaims, any representation or warranty, express or implied, as to the accuracy, completeness, correctness, currency, adequacy, or consistency of the documents or information that may be provided pursuant to this Section or Exhibit “J” or as to the confo...

SEC Requirements. Upon Buyer's written request, for a period of two (2) years following the Closing, Seller shall make Seller's Books and Records available to Buyer for inspection, copying and audit by Buyer's designated accountants to enable or assist any of the public reporting entities, or their successors and assigns, to make any necessary or appropriate filings, if, as and when such filing may be required by the Securities and Exchange Commission or otherwise by applicable law. Furthermore, and without limiting the foregoing, for a period of two (2) years following the Closing, Seller, or, in the event Seller is dissolved, an Affiliate of Seller acceptable to Buyer in Buyer's sole but reasonable discretion, shall execute the form of audit letter from the Buyer's designated accountants, as and when requested by Buyer. For a minimum of thirteen (13) months following the Closing, Seller shall not dissolve or liquidate and shall remain an active entity in good standing in the State of Maryland. The covenants and agreements set forth in this Section 5.2 hereof shall survive the Closing for a period of two (2) years.

SEC Requirements. For a period of two (2) years following the Closing Date and upon Buyer’s prior written request of at least ten (10) business days, each Seller agrees, at no cost, liability or expense to such Seller, to make available to Buyer and Buyer’s auditor, for the last complete fiscal year immediately preceding the Closing Date and the stub period through the Closing Date, such of Seller’s Books and Records, including, without limitation, trial balances, general ledger, historical tenant leases, invoices, bank statements, images of cleared checks received from Tenants and made payable by Seller to vendors and supporting documentation, and such other financial books and records as may be reasonably required to allow Buyer’s auditor to prepare a property-level Statement of Revenues and Certain Expenses (“Rule 3-14 Financials”) as required by Rule 3-14 of Securities and Exchange Commission Regulation S-X, to support an audit opinion by an independent accounting firm with respect to the Rule 3-14 Financials, and otherwise sufficient so as to permit Buyer to comply with Buyer’s Securities and Exchange Commission (“SEC”) reporting requirements; provided, however, that no Seller shall be required to incur any third party costs or expenses in connection therewith nor shall any Seller be required to make any representations or warranties with respect to such information beyond a customary audit letter in form and substance reasonably satisfactory to Seller and reasonably requested by an independent accounting firm engaged by Buyer to deliver its auditors report with respect to the Rule 3-14 Financials, and any such audit letter from Seller shall only be applicable to time periods when such Seller owned the Property; and provided further, however, that the ongoing obligations of each Seller shall be limited to providing such information or documentation as may be in the actual possession or control of such 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, and any such information provided by any Seller shall be subject to the confidentiality requirements and provisions of this Agreement. Seller has not and does not warrant the accuracy of its accounting records and Buyer shall not be entitled to rely upon the same as being true, correct, complete or accurate.

SEC Requirements. Sellers and Buyer shall cooperate with each other to fulfill any requirement of the Securities and Exchange Commission and other governmental or stock exchange requirements, including, without limitation, having Ernst & Young LLP provide any audited financial statements of the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇'▇ division as of the prior fiscal year end. The work shall be performed in sufficient time to meet any applicable filing deadlines that Sellers or Buyer may have.

SEC Requirements. Seller grants Purchaser the right, at Purchaser’s sole expense, to prepare an audited income statement of the Property for the most recent fiscal year(s) as specified by Rule 3-14 of Regulation S-X under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and Seller shall provide and reasonably cooperate in obtaining any and all such other data and financial information that shall be reasonably available to Seller (including, without limitation, data and information obtainable from Seller’s management agent for the Property) and as advisable in connection with fulfilling Purchaser’s disclosure obligations as a public company subject to the rules and regulations of the Securities and Exchange Commission. If Seller fails to perform any of the covenants contained in this Section 9.3 hereof and such failure has a material adverse effect on the Property, and either Purchaser receives written notice thereof from Seller pursuant to the notice provisions hereof prior to Closing or Purchaser otherwise obtains actual knowledge of such failure prior to Closing, Purchaser shall have the rights and remedies available to Purchaser under Section 7.1 hereof, and if Purchaser elects to close and consummate the transaction contemplated by this Agreement in lieu of exercising its rights and remedies under Section 7.1 hereof, then such default by Seller shall be deemed to be waived by Purchaser at the Closing, and to the extent such default by Seller is the entering into by Seller of New Leases, new Service Contracts, new Mall Agreements, or any other agreements in violation of Section 9.3.1, Section 9.3.2 or Section 9.3.5 hereof, Purchaser shall at Closing accept such agreements.