Common use of SEC Requirements Clause in Contracts

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. For Upon Purchaser’s request, before Closing and for a period of two three (23) years following after Closing, Seller shall make the Closing Date Operating Statements, the Financial Statements, pro forma financial information and upon Buyerany underlying financial data associated therewith available to Purchaser for inspection, copying and audit by Purchaser’s prior written request of designated accountants at least ten (10) business daysPurchaser’s expense. Seller shall timely provide Purchaser, each Seller agrees, at no cost, liability or but without third-party expense to such Seller, to make available to Buyer and Buyer’s auditorwith copies of, for the last complete fiscal year immediately preceding the Closing Date and the stub period through the Closing Dateor access to, 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 factual information as may be reasonably required requested by Purchaser, and in the possession or control of Seller, to allow Buyer’s auditor enable Capital Senior Living Corporation to prepare file a propertyregistration statement, a Form 8-level Statement of Revenues K or any other securities filing, if, as and Certain Expenses (“Rule 3-14 Financials”) as when such filing may be 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). Without limitation of the foregoing, howeverPurchaser or its designated independent or other accountants may audit the Operating Statements and the Financial Statements, and may prepare interim financial statements and pro forma financial statements, and Seller shall supply such documentation in its possession or control as Purchaser or its accountants may reasonably request in order to complete such audit or financial statements, and Seller shall execute any audit letter reasonably requested by Purchaser subject to review by Seller’s counsel. Seller and Purchaser acknowledge that no audited and unaudited financial statements of Signature Ventures LLC include financial information and results of operations of Seller and that Seller does not have separate audited financial statements. Seller agrees to make available in a timely manner for filing with the SEC the audited financial statements of Signature Ventures LLC and interim financial information for Signature Ventures LLC in order to comply with requirements of the SEC and Seller shall use it best efforts to have its auditors and the auditors of Signature Ventures LLC cooperate in a timely manner with Purchaser in complying with the SEC requirements and in consenting to use of audited financial statements of Signature Ventures LLC. Any out-of-pocket expenses of such cooperation by 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 accuratePurchaser’s expense.