Audit of Financial Statements. As discussed in Section 3.07, “Records and Audits”, the Contractor shall provide an annual audited financial statement to the Department and SSAC within 120 calendar days after the end of the calendar year and the system of accounting shall be in accordance with generally accepted accounting principles and practices, consistently applied throughout. Audit Documents The City requires an audit conducted in accordance with generally accepted accounting principles to include the following documents:
Audit of Financial Statements. Shareholder agrees to cooperate, and shall cause the Company and Shareholder’s other Affiliates and their respective Representatives to cooperate, in any audit of the Company’s financial statements undertaken by accountants selected by Buyer, including but not limited to complying with Section 4.3. Buyer shall be responsible for the costs and expenses of any accountants selected to perform any audit of the Company’s financial statements. For the avoidance of doubt, any audited financial statements of the Company will not have any authority in connection with the calculation of the PP Components, which shall be handled in accordance the Transaction Accounting Principles as contemplated by Sections 1.4 and 1.5
Audit of Financial Statements. The audit of the Financial Statements by Paramco's independent accountant shall be complete and delivered to Paramco no later than the Closing Date.
Audit of Financial Statements. The Sellers shall, from time to time as and when requested by the Buyer from and after the date hereof, (a) permit the Buyer and its accountants to have access to all books and records of the Sellers for the purpose of performing an audit of the Sellers and/or the Financial Statements sufficient to enable such accountants to render their unqualified opinion on the financial statements of the Business for all periods from and after January 1, 1994 in accordance with Regulation S-X promulgated under the Securities Act of 1933, as amended, and (b) permit the Buyer and their accountants to obtain copies of all work papers utilized or prepared by the Sellers' accountants in connection with their review of the Financial Statements, and consult with the Sellers' accountants as and to the extent necessary or appropriate in connection with the preparation of the audited financial statements contemplated by this SECTION 4.3.
Audit of Financial Statements. Prior to the Closing, ----------------------------- Purchaser shall have engaged Price Waterhouse LLP to conduct an audit of certain historical financial statements of the Subsidiaries, and such audit shall have been completed prior to the Closing. Copies of such audits (and any draft thereof) shall be delivered to Seller promptly following the completion of any thereof. Seller shall make available to Purchaser and Price Waterhouse LLP such books and records and cooperate with Purchaser as shall be reasonably requested by Purchaser in connection with such audit. The costs and expenses of conducting such audit shall be borne by Purchaser and Seller as mutually agreed in writing; provided, however, that Seller shall have no liability for the costs and expenses incurred by Price Waterhouse LLP in connection with conducting such audit.
Audit of Financial Statements. The consolidated financial statements of the PEARL Group Members for the past two fiscal years have been audited by Ehrhardt, Keefe, Xxxxxxx & Xxxxxxx, P.C., which accounting firm is satisfactory to the Purchaser.
Audit of Financial Statements. The Company shall use commercially reasonable efforts to ensure that by no later than April 30, 2005, the financial statements of the Company for the fiscal years ended December 31, 2002, 2003 and 2004 respectively will be audited, accompanied by a report and opinion thereon by independent accountants of national standing selected by the Company’s Board of Directors, and delivered to the Major Investors.
Audit of Financial Statements. Following the Closing Date, the Seller ----------------------------- agrees to fully cooperate with the Buyer and its agents and take all reasonably requested actions in connection with the conduct of an audit by the Buyer and its agents, if required under applicable law, of the financial statements of the Business, including without limitation providing reasonable access to personnel, books and records of the Seller and its agents upon reasonable request by the Buyer or its agents, and the Buyer shall reimburse the Seller for its reasonable out of pocket expenses incurred in compliance with this (S)6(l).
Audit of Financial Statements. As soon as practicable following the execution of this Agreement, Parent shall engage an audit firm (the “Auditor”) acceptable to Company to conduct an audit of the Financial Statements (the “Audit”). Company and other Representative of Company will provide the Auditor all access requested by the Auditor in connection with the Audit during the period before the Closing, and in addition to the Financial Statements, will provide the Auditor with all information concerning the business, finance and assets of Company necessary to complete the Audit, as requested by the Auditor.
Audit of Financial Statements. Subject to the provisions of Section VIII.A, Purchaser may, at its sole cost and expense, engage a third-party certified public accountant to perform audits of Seller’s books and records which relate exclusively to the Property, including the historical financial statements of the Property, which audits shall include all disclosures required by generally accepted accounting principles and the Securities and Exchange Commission regulations, specifically in accordance with Section 3.05 of Regulation S-X and all related rules and regulations thereof; provided, however, that (i) the completion of such audit shall not be a condition precedent to Purchaser’s obligation to close the transactions described in this Agreement, and (ii) Purchaser shall promptly reimburse Seller for any reasonable out-of-pocket expenses incurred by Seller or any of its Affiliates in connection with such audit. Seller shall cooperate in connection with the performance of such audits and shall provide all information reasonably requested by the accountants performing such audits with respect to the Property, at no cost or expense to Seller. In connection with such audits, Seller shall provide the accountants performing such audits with representation letters reasonably acceptable to Seller and such accountants, at no cost or expense to the Seller. Purchaser may request that Starwood cause its own accountants to perform such audits, at Purchaser’s sole cost and expense, in which case Purchaser shall enter into a separate engagement letter with such accountants pursuant to which Purchaser shall pay the costs of such audits. The covenant of Seller with respect to such audits as set forth in this Section XVI.S shall survive Closing for a period of one (1) year. [Remainder of page intentionally left blank; Signatures on following pages]
