Access to Work Papers Clause Samples

Access to Work Papers. The Company shall use commercially reasonable efforts to obtain from Deloitte & Touche (i) access to all work papers relating to audits by Deloitte &Touche LLP of the Company and any of its subsidiaries, and (ii) the continued cooperation of Deloitte & Touche LLP with regard to the preparation of consolidated financial statements for the Surviving Company.

Access to Work Papers. Except to the extent prohibited by Applicable Laws related to privacy, Buyer will make the work papers and back-up materials used in preparing the Final Balance Sheet, Final Closing Statement, Recapture Statement and Final Earn-Out Statement (collectively, the "Buyer Statements"), and the books, records, and financial staff of Buyer, Target Company or any of Buyer's Affiliates involved in the preparation of the Buyer Statements, available to Seller and its Representatives at reasonable times and upon reasonable notice during (a) the preparation by Buyer of the Buyer Statements, (b) the review by Seller of the Buyer Statements, and (c) the resolution by Buyer and Seller of any objections thereto; provided, however, that in the event that Buyer determines in good faith that certain work papers and/or back-up materials requested by Seller contain nonpublic personal information as defined by Applicable Laws related to privacy and no exception exists that would allow disclosure of such materials to Seller, Buyer shall notify Seller of this fact. Upon receipt of such notice, Seller may select an accounting firm ("Work Papers Firm") registered with the Public Company Accounting Oversight Board that shall be retained jointly by Buyer and Seller solely for the purpose of reviewing the work papers and/or back-up materials requested by Seller from Buyer that relate to the Buyer Statements. Seller may unilaterally instruct the Work Papers Firm with respect to what nonpublic personal information to obtain from Buyer, how it is to analyze such information and how such information is to be used in connection with the review of the Buyer Statements. Seller may also unilaterally instruct the Work Papers Firm to prepare a report based on the work papers and/or back-up materials to be presented to Seller, Buyer and the Accounting Firm for final determination of any amounts under dispute in accordance with Section 1.10. Notwithstanding the foregoing, Seller may not instruct the Work Papers Firm to, and the Work Papers Firm shall not, disclose to Seller any nonpublic personal information that Buyer informs the Work Papers Firm is prohibited from being disclosed to Seller by Buyer under Applicable Laws related to privacy. Upon receipt of an executed confidentiality agreement, engagement letter or other agreement reasonably acceptable to and executed by each of Buyer, the Work Papers Firm and Seller, Buyer shall promptly deliver to the Work Papers Firm copies of such work papers...

Access to Work Papers. 2.7.1 The Agency shall have access to the Auditors work papers for purposes of review. All working papers and reports must be retained, at the Auditor’s expense, for a minimum of five (5) years, unless the firm is notified in writing by the Agency of the need to extend the retention period. The Auditor shall make their working papers available to successors. The Auditor will also be required to make working papers available, upon request, to the following parties or their designees: 2.7.1.1 The Housing Authority of the County of Marin; 2.7.1.2 Department of Housing and Urban Development (HUD); 2.7.1.3 U.S. General Accounting Office (GAO) 2.7.1.4 Parties designated by the federal or state government or by the Agency as part of an audit quality review process; 2.7.1.5 Auditor of entities of which the Agency is a sub recipient of grant funds; 2.7.1.6 Auditor of entities of which the Agency is a component unit; 2.7.1.7 The Auditor shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance.