Common use of Audit Assistance Clause in Contracts

Audit Assistance. (a) If, (i) during or for the period beginning on the date hereof and ending on the Closing Date, Buyer is, in connection with any annual or quarterly report filed with the SEC, required by the SEC to file audited or reviewed financial statements of the Business in respect of any period occurring prior the Closing Date, or (ii) during or for the period beginning on the date hereof and ending on the last day of the calendar year of the Closing, Buyer is, in connection with a registration statement or other voluntary filing to be filed by Buyer with the SEC, required by the SEC to file audited or reviewed financial statements of the Business in respect of any period occurring prior the Closing Date, then in each case at Buyer’s request, as applicable, Seller will, or Parent will cause Seller’s successor to, use its reasonable best efforts to cause Seller’s auditor to, at Buyer’s sole cost and expense, (a) cooperate with and provide Buyer access to such information, books and records as necessary for Buyer to prepare audited and interim or reviewed financial statements of the Business, and (b) agree to provide to Buyer an audit or review of the financial statements of the Business, for the periods necessary to satisfy the SEC requirements (and any consents, if any, to use such audited or reviewed financial statements in Buyer’s SEC filings). Further, Seller will use reasonable best efforts to assist Buyer in preparing pro forma financial information that in Buyer’s reasonable judgment may be required to be included in any such filing or prospectus, offering memorandum or other document or materials that may be prepared in connection with the Buyer Financing or otherwise on or prior to the Closing, and, whether or not Seller’s auditor is retained by Buyer to conduct an audit or review of the Business, Seller will, or Parent will cause Seller’s successor to (x) use its reasonable best efforts to cause Seller’s auditor to, at Buyer’s sole cost and expense, make available to Buyer and its auditors the work papers and other documents and records reasonably requested by Buyer that were created prior to the Closing and relate principally to the Business, and (y) cooperate with Buyer, at Buyer’s sole cost and expense, in obtaining an audit or review of the Business, in each case, to the extent required by the SEC.

Audit Assistance. (a) If, (i) during or for the period beginning on the date hereof and ending on the Closing Date, Buyer is, in connection with any annual or quarterly report filed with the SEC, required by the SEC to file audited or reviewed financial statements of the Business in respect of any period occurring prior the Closing Date, or (ii) during or for the period beginning on the date hereof and ending on the last day of the calendar year of the Closing, Buyer is, in connection with a registration statement or other voluntary filing to be filed by Buyer with the SEC, required by the SEC to file audited or reviewed financial statements of the Business in respect of any period occurring prior the Closing Date, then in each case at Buyer’s request, as applicable, Seller will, or Parent will cause Seller’s successor to, use its reasonable best efforts to cause Seller’s auditor to, at Buyer’s sole cost and expense, (a) cooperate with and provide Buyer access to such information, books and records as necessary for Buyer to prepare audited and interim or reviewed financial statements of the Business, and (b) agree to provide to Buyer an audit or review of the financial statements of the Business, for the periods necessary to satisfy the SEC requirements (and any consents, if any, to use such audited or reviewed financial statements in Buyer’s SEC filings). Further, Seller will use reasonable best efforts to assist Buyer Xxxxx in preparing pro forma financial information that in Buyer’s reasonable judgment may be required to be included in any such filing or prospectus, offering memorandum or other document or materials that may be prepared in connection with the Buyer Financing or otherwise on or prior to the Closing, and, whether or not Seller’s auditor is retained by Buyer to conduct an audit or review of the Business, Seller will, or Parent will cause Seller’s successor to (x) use its reasonable best efforts to cause Seller’s auditor to, at BuyerXxxxx’s sole cost and expense, make available to Buyer and its auditors the work papers and other documents and records reasonably requested by Buyer Xxxxx that were created prior to the Closing and relate principally to the Business, and (y) cooperate with Buyer, at Buyer’s sole cost and expense, in obtaining an audit or review of the Business, in each case, to the extent required by the SEC.

Audit Assistance. (a) If, (i) during or for the period beginning on the date hereof and ending on the Closing Date, Buyer is, in connection with any annual or quarterly report filed with the SEC, required by the SEC to file audited or reviewed financial statements of the Business in respect of any period occurring prior the Closing Date, or (ii) during or for the period beginning on the date hereof and ending on the last day of the calendar year of the Closing, Buyer is, in connection with a registration statement or other voluntary filing to be filed by Buyer with the SEC, required by the SEC to file audited or reviewed financial statements of the Business in respect of any period occurring prior the Closing Date, then in each case at Buyer’s request, as applicable, Seller will, or Parent will cause Seller’s successor to, use its reasonable best efforts to cause Seller’s auditor to, at Buyer’s sole cost and expense, (a) cooperate with and provide Buyer access to such information, books and records as necessary for Buyer to prepare audited and interim or reviewed financial statements of the Business, and (b) agree to provide to Buyer an audit or review of the financial statements of the Business, for the periods necessary to satisfy the SEC requirements (and any consents, if any, to use such audited or reviewed financial statements in Buyer’s SEC filings). Further, Seller will use reasonable best efforts to assist Buyer Xxxxx in preparing pro forma financial information that in Buyer’s reasonable judgment may be required to be included in any such filing or prospectus, offering memorandum or other document or materials that may be prepared in connection with the Buyer Financing or otherwise on or prior to the Closing, and, whether or not Seller’s auditor is retained by Buyer to conduct an audit or review of the Business, Seller will, or Parent will cause Seller’s successor to (x) use its reasonable best efforts to cause Seller’s auditor to, at Buyer’s sole cost and expense, make available to Buyer and its auditors the work papers and other documents and records reasonably requested by Buyer Xxxxx that were created prior to the Closing and relate principally to the Business, and (y) cooperate with Buyer, at Buyer’s sole cost and expense, in obtaining an audit or review of the Business, in each case, to the extent required by the SEC.

Audit Assistance. (a) If, (i) during or for the period beginning on the date hereof and ending on the Closing Date, Buyer is, in connection with any annual or quarterly report filed with the SEC, required by the SEC to file audited or reviewed financial statements of the Business in respect of any period occurring prior the Closing Date, or (ii) during or for the period beginning on the date hereof and ending on the last day of the calendar year of the Closing, Buyer is, in connection with a registration statement or other voluntary filing to be filed by Buyer with the SEC, required by the SEC to file audited or reviewed financial statements of the Business in respect of any 1-LA/903877.26 period occurring prior the Closing Date, then in each case at Buyer’s request, as applicable, Seller will, or Parent will cause Seller’s successor to, use its reasonable best efforts to cause Seller’s auditor to, at Buyer’s sole cost and expense, (a) cooperate with and provide Buyer access to such information, books and records as necessary for Buyer to prepare audited and interim or reviewed financial statements of the Business, and (b) agree to provide to Buyer an audit or review of the financial statements of the Business, for the periods necessary to satisfy the SEC requirements (and any consents, if any, to use such audited or reviewed financial statements in Buyer’s SEC filings). Further, Seller will use reasonable best efforts to assist Buyer in preparing pro forma financial information that in Buyer’s reasonable judgment may be required to be included in any such filing or prospectus, offering memorandum or other document or materials that may be prepared in connection with the Buyer Financing or otherwise on or prior to the Closing, and, whether or not Seller’s auditor is retained by Buyer to conduct an audit or review of the Business, Seller will, or Parent will cause Seller’s successor to (x) use its reasonable best efforts to cause Seller’s auditor to, at Buyer’s sole cost and expense, make available to Buyer and its auditors the work papers and other documents and records reasonably requested by Buyer that were created prior to the Closing and relate principally to the Business, and (y) cooperate with Buyer, at Buyer’s sole cost and expense, in obtaining an audit or review of the Business, in each case, to the extent required by the SEC.