Assistance with Audit Sample Clauses

Assistance with Audit. Without limiting the generality of Section 5.10, during the period ending on the first anniversary of the Closing, Parent shall, and shall cause its Representatives to, cooperate with Purchaser, as Purchaser may reasonably request, with respect to Purchaser’s preparation of audited financial statements for 2010, 2011 and 2012, reviewed financial statements for the fiscal quarter ended March 31, 2012 and 2013 and, if required by applicable law, for the period from January 1 through April 30, 2012 and 2013, in each case related to the Acquired Companies and the Business, which cooperation shall include the execution and delivery, if requested by Purchaser or Purchaser’s independent public accountants, to Purchaser’s independent public accountants of one or more letters of representation, in customary form (the “Representation Letter”) with respect to matters related to the pre-Closing Period; provided, that the matters covered by any such Representation Letter shall be limited to matters which directly relate to the financial statements that are the subject of this Section 5.12 and, to the Knowledge of Parent, are true and correct. Upon Parent’s request, Purchaser shall promptly reimburse in immediately available funds the out-of-pocket expenses of Parent (including any reasonable fees of Parent’s Representatives) and its Representatives related to Parent’s or its Representatives’ compliance with this Section 5.12.
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Assistance with Audit. Company shall use its commercially reasonable best efforts to assist Parent and Parent’s independent certified public accountants in completing the audit and review of financial statements referred to in Section 12.5 hereof as expeditiously as possible.
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Assistance with Audit. Seller and the Shareholders understand and --------------------- acknowledge that, after the Closing, Buyer intends to prepare and have its independent accountants audit the financial statements of Seller for the one-year period ended December 31, 1995 and for the nine-month period ended September 30, 1996 in connection with the preparation of COMFORCE's audited financial statements. Seller and the Shareholders shall cooperate fully with said audit and shall provide such documents and other information as is in their respective control as Seller, COMFORCE or Comforce's independent accountant's may from time to time reasonably request in connection with the preparation and audit of such financial statements.
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Assistance with Audit. Buyer will be required to complete a PCAOB audit. Xxxxxx agrees to assist Xxxxx with PCAOB audit information requests before and after the Closing . Buyer will reasonably compensate Seller for time associated with PCAOB audit post-Closing.
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Assistance with Audit. The Selling Parties agree to render, promptly and diligently, such assistance as Purchaser may reasonably request in connection with an independent audit of the Seller's financial statements for each of the fiscal years in the two year period ended October 31, 1999. Such independent audit shall be conducted by Leone, McDoxxxxx & Xobexxx (xxe "Auditors").
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Assistance with Audit. Following the Closing, each party will provide the other party and their independent public accountants access to (and use commercially reasonable efforts to cause their independent public accountants to provide the other party and their independent public accountants access to) such books, records, workpapers and data as may be reasonably requested by such other party to allow such other party and their independent public accountants to conduct an audit or review of the Business for such periods as such other party may require for their preparation of the Preliminary Balance Sheet, the Adjusted Balance Sheet and the Closing Balance Sheet, as applicable, as well as for their financial reporting purposes, including that required in connection with any registration statement or report to be filed by Buyer with the SEC or other Governmental Agency. The parties mutually agree to reasonably assist each other and their independent accountants in conducting any such audit or review. The parties mutually agree to use their commercially reasonable efforts to cause their independent public accountants to provide each other with any such consents of their independent public accountants necessary for such party to satisfy such requirements with the SEC under applicable accounting rules. On and after the Closing Date, Buyer
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Assistance with Audit. The Service Provider will make its personnel and accounting records and workpapers available to Buyer and Buyer's independent auditors as may be reasonably required in connection with Buyer's audit of the Business. In addition the Service Provider will (i) prepare the financial statements for the Business for the years ending and as at December 31, 1995, 1996 and 1997 and for the period ending on and as at the Closing Date and provide such other information as Buyer's independent auditors may request in connection with preparing such audit, in each case on or before June 15, 1998, (ii) retrieve all detail items selected for audit on a timely basis and (iii) provide in writing, at the request of such auditors, such representations and other documents required by such auditors in connection with their certification of such audit and the use of such audit by Buyer.
Sample 1
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Assistance with Audit. Following the Closing, each party will --------------------- provide the other party and their independent public accountants access to (and use commercially reasonable efforts to cause their independent public accountants to provide the other party and their independent public accountants access to) such books, records, workpapers and data as may be reasonably requested by such other party to allow such other party and their independent public accountants to conduct an audit or review of the Business for such periods as such other party may require for their preparation of the Preliminary Balance Sheet, the Adjusted Balance Sheet and the Closing Balance Sheet, as applicable, as well as for their financial reporting purposes, including that required in connection with any registration statement or report to be filed by Buyer with the SEC or other Governmental Agency. The parties mutually agree to reasonably assist each other and their independent accountants in conducting any such audit or review. The parties mutually agree to use their commercially reasonable efforts to cause their independent public accountants to provide each other with any such consents of their independent public accountants necessary for such party to satisfy such requirements with the SEC under applicable accounting rules. On and after the Closing Date, Buyer will afford to Seller and its agents reasonable access to the books of account, financial and other reports, information, employees and auditors to the extent the same primarily relate to periods prior to the Closing and which are necessary for Seller in connection with any tax audit, investigation, inquiry by a Governmental Agency (including with respect to government subsidies), dispute, litigation or other similar matter relating to the Acquired Assets or the Assumed Liabilities. On and after the Closing Date, Seller will afford to Buyer and its agents reasonable access to the books of account, financial and other reports, information, employees and auditors to the extent the same primarily relate to periods prior to the Closing and which are necessary for Buyer in connection with any tax audit, investigation, inquiry by a Governmental Agency (including with respect to government subsidies), dispute, litigation or other similar matter relating to the Acquired Assets or the Assumed Liabilities.
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Assistance with Audit. The Contractor must provide the University or its designated representatives with all assistance needed to allow the University to access and copy the Records and to interview the Contractor's Personnel as required to perform the audit referred to in clause 20.2, including providing access to office space, computers, telephone and photocopy facilities at the premises.
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Related to Assistance with Audit

  • Assistance with Valuation The Sub-Adviser will provide reasonable assistance to the Adviser and the Custodian, Administrator or similar party designated by the Adviser in assessing the fair value of securities or other instruments held in the Allocated Portion for which market quotations are not readily available or for which the Adviser or the Board has otherwise determined to fair value such portfolio holdings.

  • Assistance with Claims The Executive agrees that, for the period beginning on the Effective Date, and continuing for a reasonable period after the Executive’s Termination Date, the Executive will assist the Company and its affiliates in defense of any claims that may be made against the Company or its affiliates and will assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates, to the extent that such claims may relate to services performed by the Executive for the Company or its affiliates. The Executive agrees to promptly inform the Company if he becomes aware of any lawsuits involving such claims that may be filed against the Company or its affiliates. The Company agrees to provide legal counsel to the Executive in connection with such assistance (to the extent legally permitted), and to reimburse the Executive for all of his reasonable out-of-pocket expenses associated with such assistance, including travel expenses. For periods after the Executive’s employment with the Company terminates, the Company agrees to provide reasonable compensation to the Executive for such assistance. The Executive also agrees to promptly inform the Company if he is asked to assist in any investigation of the Company or its affiliates (or their actions) that may relate to services performed by the Executive for the Company or its affiliates, regardless of whether a lawsuit has then been filed against the Company or its affiliates with respect to such investigation. Any compensation payable to the Executive pursuant to this Section 11 for services provided to the Company shall be paid within ten days after the Executive provides the applicable services. To the extent that any reimbursements to be provided pursuant to this Section 11 are taxable to the Executive, such reimbursements shall be paid to the Executive only if (a) the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of the expenses that are eligible for reimbursement and (b) the expenses are incurred within two years following the Termination Date. With respect to any expenses that are reimbursable pursuant to the preceding sentence, the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses shall not be subject to liquidation or exchange for any other benefit.

  • Compliance with Agreement Buyer shall have performed and complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by it prior to or on the Closing Date.

  • Compliance with Agreements Promptly and fully comply with all Contractual Obligations to which any one or more of them is a party, except for any such Contractual Obligations (a) the nonperformance of which would not cause a Default or Event of Default, (b) then being contested by any of them in good faith by appropriate proceedings, or (c) if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

  • Inspection; Compliance with Law Lessor, Lessor's agents, employees, contractors and designated representatives, and the holders of any mortgages, deeds of trust or ground leases on the Premises ("Lenders") shall have the right to enter the Premises at any time in the case of an emergency, and otherwise at reasonable times, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease and all Applicable Requirements (as defined in Paragraph 6.3), and Lessor shall be entitled to employ experts and/or consultants in connection therewith to advise Lessor with respect to Lessee's activities, including but not limited to Lessee's installation, operation, use, monitoring, maintenance, or removal of any Hazardous Substance on or from the Premises. The costs and expenses of any such inspections shall be paid by the party requesting same, unless a Default or Breach of this Lease by Lessee or a violation of Applicable Requirements or a contamination, caused or materially contributed to by Lessee, is found to exist or to be imminent, or unless the inspection is requested or ordered by a governmental authority as the result of any such existing or imminent violation or contamination. In such case, Lessee shall upon request reimburse Lessor or Lessor's Lender, as the case may be, for the costs and expenses of such inspections.

  • Compliance with Law and Agreements; Maintenance of Licenses The Borrower shall comply, and shall cause each Subsidiary to comply, in all material respects with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business (including the Federal Fair Labor Standards Act and all Environmental Laws). The Borrower shall, and shall cause each of its Subsidiaries to, obtain and maintain all licenses, permits, franchises, and governmental authorizations necessary to own its property and to conduct its business as conducted on the Closing Date. The Borrower shall not modify, amend or alter its certificate or articles of incorporation or bylaws, other than in a manner which does not adversely affect the rights of the Lenders or the Agent.

  • Legal Proceedings and Compliance with Law Except as set forth in Exhibit 11.11, the Corporation has not received notice of any legal, administrative, arbitration or other proceeding or governmental investigation pending or threatened (including those relating to the health, safety, employment of labor, or protection of the environment) pertaining to the Corporation which might result in the aggregate in money damages payable by the Corporation in excess of insurance coverage or which might result in a permanent injunction against the Corporation. Except as set forth in such exhibit, the Corporation has substantially complied with, and is not in default in any respect under any laws, ordinances, requirements, regulations, or orders applicable to the business of the Corporation, the violation of which might materially and adversely affect it. Except as set forth in such exhibit, the Corporation is not a party to any agreement or instrument, nor is it subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule, regulation, code or ordinance which materially and adversely affects, or might reasonably be expected materially and adversely to affect the businesses, operations, prospects, property, assets or condition, financial or otherwise, of the Corporation.

  • Litigation and Compliance with Law Except as set forth in Schedule 5.17, there are no claims, actions, suits or proceedings, pending or, to the knowledge of the Companies and the Stockholders, threatened against or affecting any Company, at law or in equity, or before or by any Governmental Authority having jurisdiction over such Company. No written notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by any Company and, to the Stockholders' and the Companies' knowledge, there is no basis therefor. Except to the extent set forth in Schedule 5.17, each Company has conducted and is conducting its business in compliance with all Laws applicable to such Company, its assets or the operation of its business.

  • Compliance with FCPA Each of the Credit Parties and their Subsidiaries is in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto. None of the Credit Parties or their Subsidiaries has made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to such Credit Party or its Subsidiary or to any other Person, in violation of the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq.

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