Books and Records. Buyer has advised Seller Parties that, following the Closing, Buyer (or a direct or indirect owner of Buyer or Affiliate thereof) may be required to file, in compliance with certain laws and regulations (including, without limitation, Regulation S-X of the Securities and Exchange Commission), audited financial statements, pro forma financial statements and other financial information related to the Group Companies or the Properties for one (1) fiscal year prior to the Closing and any interim period during the fiscal year in which the Closing occurs (financial statements for any such interim period being unaudited) (the “Financial Information”). Following the Closing, if Buyer (or a direct or indirect owner of Buyer or Affiliate thereof) is required to file, in compliance with such laws and regulations, the Financial Information, then Seller Representative agrees to, at no cost to Seller Parties, use commercially reasonable efforts to cooperate with Buyer (and/or its Affiliates) and its representatives and agents in preparing the Financial Information, including, if requested by Buyer, using commercially reasonable efforts to # maintain and allow Buyer (and/or its Affiliates) (upon no less than seventy-two (72) hours prior written notice, which notice may be given via email), reasonable access to, during normal business hours, such books and records of Seller Parties reasonably related to the Properties or the Group Companies), # make employees with knowledge of the Properties available for interview by Buyer (and/or its Affiliates), and # deliver a customary representation letter (the “Audit Inquiry Letter”) in such form as is reasonably acceptable to Seller Parties and Buyer’s (and/or its Affiliates) outside third party accountants (the “Accountants”), with such facts and assumptions as reasonably determined by the Accountants in order to make such certificate accurate, signed by the individual(s) responsible for Seller Parties’ 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 (the foregoing # – # referred to collectively as the “Audit Assistance”) (it being understood that Seller Parties shall not be required to deliver pro forma financial statements or provide pro forma adjustments to the Financial Information to reflect the transactions contemplated herein including any financing related thereto).
Purchaser has advised Sellers that Purchaser (or its affiliates) may be required to file, in compliance with certain laws and regulations, audited financial statements, pro forma financial statements and other financial information related to the Properties for up to three (3) years prior to the applicable Closing and any interim period during the fiscal year in which the applicable Closing occurs (collectively, the “Financial Information”). Following a Closing, the applicable Seller agrees to use its commercially reasonable efforts to cooperate with Purchaser and its representatives and agents in preparation of the Financial Information; provided, however, that no Seller shall be required to incur any material out-of-pocket expenses or costs unless Purchaser reimburses such Seller for same. Each Seller shall maintain and allow access to, during normal business hours, such books and records of such Seller, such Seller’s accountants and such Seller’s manager of its respective Company’s Property reasonably related to such Property. Further, so long as the persons in charge of the management of the applicable Property at the time of Closing remain in the employ of a Seller or an affiliate of a Seller, such Seller will make such persons reasonably available for interview. Upon Purchaser’s request, each Seller agrees to provide a representation letter, signed by the individual(s) responsible for such Seller’s financial reporting, as prescribed by generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, as may be required to assist the accountants in rendering an opinion on such Financial Information. Notwithstanding the foregoing, no Seller shall be required to provide any information concerning # such Seller’s capital structure or debt, # such Seller’s financial analyses or projections, investment analyses, account summaries or other documents prepared solely for such Seller’s internal purposes and not directly related to the operation of the Property, # such Seller’s tax returns, or # financial statements of such Seller or any affiliate of such Seller (other than Property-level financial statements).
. Buyer has advised Seller that Buyer (or any direct or indirect owner of Buyer or affiliate thereof) may be required to file, in compliance with certain laws and regulations (including, without limitation, Regulation S-X of the Securities and Exchange Commission), audited financial statements, pro forma financial statements and other financial information related to the Property for up to three (3) fiscal years prior to Closing and any interim period during the fiscal year in which the Closing occurs (financial statements for any such interim period being unaudited) (the “Financial Information”). Following the Closing, Seller agrees to use its commercially reasonable efforts to cooperate with Buyer and its representatives and agents in preparing the Financial Information, including by providing Buyer reasonable access, during normal business hours, to Seller’s books and records relating to the Property, if required. Notwithstanding the foregoing, Seller shall not be required to provide any information concerning Seller’s (or any affiliate’s) confidential financial analyses or projections prepared solely for Seller's internal purposes and not directly related to the operation of the Property. The provisions of this Section 15.6 shall survive for the Survival Period.
Purchaser has advised Sellers that Purchaser (or its affiliates) may be required to file, in compliance with certain laws and regulations, audited financial statements, pro forma financial statements and other financial information related to the Properties for up to three (3) years prior to Closing and any interim period during the fiscal year in which each Closing occurs (collectively, the “Financial Information”). Following each Closing, Sellers agree to use their commercially reasonable efforts to cooperate with Purchaser and its representatives and agents in preparation of the Financial Information to the extent such information is in Sellers’ possession or control; provided, however, that Sellers shall not be required to incur any out-of-pocket expenses or costs (other than de minimis expenses or costs) unless Purchaser reimburses Sellers for same. Sellers shall maintain and allow access to, during normal business hours, upon reasonable prior written notice, such books and records of Sellers, Sellers’ accountants and Sellers’ manager of the Properties reasonably related to the Properties. Further, so long as the persons in charge of the management of the Properties at the time of Closing remain in the employ of Sellers or an affiliate of Sellers, Sellers will make such persons reasonably available for interview. Notwithstanding the foregoing, Sellers shall not be required to provide any information concerning # Sellers’ capital structure or debt or ownership structure, # Sellers’ financial analyses or projections, investment analyses, account summaries or other documents prepared solely for Sellers’ internal purposes and not directly related to the operation of the Properties, # Sellers’ tax returns, or # financial statements of Sellers or any affiliate of Sellers (other than Property-level financial statements).
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