Post-Closing Audit Clause Samples
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Post-Closing Audit. (a) Promptly following the Closing Date, and in no event later than fifteen (15) days following the Closing Date, and at any time thereafter as Purchaser may request, Seller shall provide to Purchaser and its accounting advisors such financial information (the “Financial Information”) related to the business, assets and properties of Seller related to Facility purchased by Purchaser pursuant to this Agreement (the “Purchased Business”) as Purchaser may request in order to enable Purchaser to determine whether it is or would be required to include separate financial statements of the Purchased Business for any periods prior to Closing in the reports filed by Purchaser with the SEC under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or in a registration statement filed by Purchaser with the SEC under the 1933 Act, in accordance with Regulation S X (“Regulation S-X”) promulgated by the SEC (the “Requirement Financial Statements”). Seller will provide to Purchaser reasonable access to the records of Seller regarding the Purchased Business, and Seller’s accounting staff and firm(s) will be reasonably available to address any questions of Purchaser and Purchaser’s accounting advisors pertaining to the Financial Information or the Required Financial Statements.
(b) If Purchaser determines that it is required or advisable to file with the SEC the Required Financial Statements, then Seller shall cooperate fully with Purchaser and its accounting advisors, and Seller’s shall use its commercially reasonable efforts, to cause the Required Financial Statements to be prepared, at Purchaser’s expense, so as to enable Purchaser to file them with the SEC no later than the deadline therefore under the 1934 Act and Form 8-K promulgated by the SEC thereunder, including, without limitation: (i) preparing the Required Financial Statements in accordance with Regulation S-X; (ii) causing the auditors selected to audit the Required Financial Statements to consent to the inclusion of such financial statements in Purchaser’s filings with the SEC under the 1934 Act and the 1933 Act, including providing such auditors with reasonable and customary representation letters in connection therewith (any such audits will be at Purchaser’s sole cost and expense); (iii) causing Seller’s counsel to respond to requests for information made by Purchaser or its accounting advisors; and (iv) providing such financial information (including accountant work papers) related to the Pu...
Post-Closing Audit. For a period commencing on the Closing Date and terminating on the thirtieth (30th) day after the Closing Date (the "Post-Closing Audit Period"), Seller will cooperate (at no cost to Seller) with Purchaser's auditor (KPMG LLP or any successor auditor selected by Purchaser) in the conduct of a post-Closing audit of Seller's operating statements for the Property for the calendar year 2003 and calendar year 2004 through the last full month prior to the Closing Date (the "Post-Closing Audit"). In connection with the Post-Closing Audit, Seller shall only be required to provide the 2003 operating statement and the 2004 operating statement through the last full month prior to the Closing Date, at no cost to Seller, and in the format that Seller has maintained such information. Seller shall not be required to deliver to Purchaser's auditor a representation letter. Seller shall not be required to permit the Post-Closing Audit if a request for the Post-Closing Audit is not received in writing and delivered in accordance with the notice provisions of Section 12.1 of this Agreement prior to the termination of the Post-Closing Audit Period. Seller's obligation under this Section 12.16 shall terminate, whether or not the Post-Closing Audit is completed, on the last day of the Post-Closing Audit Period. The obligations of Seller under this Section 12.16 shall survive the Closing.
Post-Closing Audit. (A) Within five (5) business days of the Closing Date, Seller shall deliver to Buyer true and correct copies of all financial books and records of Seller necessary for Buyer to prepare a balance sheet of Seller dated as of the Closing Date. Within twenty (20) business days after receipt of such books and records from Seller, Buyer shall prepare, and have audited, a balance sheet dated as of the Closing Date (the “Closing Balance Sheet”) on which shall be shown the purchased current assets and the assumed current liabilities of the Seller as of the Closing Date, and from which the Tangible Net Equity and Net Working Capital of Seller can be calculated.
(B) The Closing Balance Sheet shall be prepared in accordance with Generally Accepted Accounting Principles (“GAAP”), applied on a basis consistent with Buyer’s past practices, and audited by ▇▇▇▇▇▇ & Associates (“Almich”) in accordance with Generally Accepted Government Auditing Standards (“GAGAS”). Upon receipt of the Closing Balance Sheet prepared by Buyer, Seller shall have fifteen (15) business days in which to review it and either accept it or identify objections by written notice to Buyer. If, within fifteen (15) business days following delivery of the Closing Balance Sheet to Seller, Seller has not given notice to Buyer of objections to the Closing Balance Sheet (such notice must contain a statement of the basis of Seller’s objections in reasonable detail), then the calculations of Tangible Net Equity and Net Working Capital as shown on the Closing Balance Sheet shall be used in computing the Post-Closing Purchase Price Adjustment, if any. If exceptions or objections are noted by Seller, Buyer, Seller and their respective accountants shall meet to resolve the dispute. If such dispute has not been resolved within fifteen (15) business days after Seller gives notice of an objection, then the issues in dispute shall be submitted to a “Big 4” accounting firm with which neither Seller nor the Buyer has a prior relationship (the “Accountants”) for resolution. If the issues are submitted to the Accountants for resolution: (i) each party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to such party (or its accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the de...
Post-Closing Audit. Notwithstanding anything contained herein to the contrary, Buyer, upon reasonable prior notice to Seller, shall have the right, at any time after the execution of this Agreement and for a period of 120 days following the closing date, at Buyer’s expense, to audit and/or to have prepared audited financial statements for the property for the calendar year ending December 31, 2007 and year-to-date 2008. Such audit shall include all books and records relating to the Property, including, but not limited to, revenue and expense supporting documents, deposits, bank statements, invoices and other similar documentation. Seller acknowledges and agrees that its books and records are the subject of the audit, and Seller agrees to execute a standard form of engagement and representation letter with a big four accounting firm, as auditor in connection with the audit, provided that such letter expressly provides that all costs and fees of Buyer’s auditor shall be paid by Buyer. Seller agrees to cooperate with Buyer in granting Buyer, its agents, representatives and employees access to such books, records and documentation so that it and its auditors may timely and fully complete such audit. Buyer shall reimburse Seller for its reasonable and necessary costs and expenses incurred in connection with such audit and shall indemnify and hold harmless Seller from all costs and fees of Buyer’s auditor in connection with such audit. Should this Agreement terminate and the Closing not occur, Buyer shall still be obligated to reimburse Seller for its reasonable and necessary costs and expenses incurred in connection with such audit and shall indemnify and hold harmless Seller from all costs and fees of Buyer’s auditor in connection with such audit. The terms of this Section 14.19 shall survive the Closing and the delivery of the Deed.
Post-Closing Audit. (a) Forthwith following the Closing Time, MDS shall cause its auditor, Ernst & Young LLP, to conduct an audit of the MDS Diagnostics Division in order to prepare the Closing Balance Sheet. Based on the Closing Balance Sheet, MDS shall prepare the unaudited Closing Regional Balance Sheet and the calculation of the Working Capital of the MDS Diagnostics Division in Ontario and Quebec and the head office of the MDS Diagnostics Division as at the Closing Time. The Closing Balance Sheet, the Closing Regional Balance Sheet and such calculation of Working Capital shall be prepared on a combined basis in accordance with GAAP, applied on a basis consistent with the Financial Statements. Buyer shall co-operate with MDS and Ernst & Young LLP and shall provide to such Persons copies of all financial and other records and access to all necessary personnel required to conduct the audit and prepare the Closing Balance Sheet, the Closing Regional Balance Sheet and calculation of Working Capital. At the request of MDS, Buyer shall provide assistance in the preparation of the Closing Balance Sheet, the Closing Regional Balance Sheet and the calculation of Working Capital.
(b) MDS shall co-operate with Buyer in conducting such audit and will provide to Buyer and its auditor copies of all working papers prepared by MDS for review. Representatives of Buyer or Buyer’s auditor are permitted to be present at, and to participate in, any inventory counts and any other procedures used in preparing the Closing Balance Sheet, Closing Regional Balance Sheet and calculation of Working Capital. A copy of the Closing Balance Sheet, Closing Regional Balance Sheet and Working Capital calculation shall be delivered to each Party within seventy-five (75) days of the Closing Date.
(c) If Buyer objects to any of the Closing Balance Sheet, the Closing Regional Balance Sheet and the calculation of Working Capital, then Buyer shall prepare and deliver to MDS a statement (an “Objection Notice”) setting forth the matters that are the subject of Buyer’s objection and Buyer’s position including reasonable details of calculations on or before the thirtieth (30th) day after the delivery of such statements and calculation. The Parties shall then use reasonable efforts to resolve such objection for a period of twenty (20) days following the delivery of the Objection Notice. If the matter is not resolved by the end of such twenty (20) day period, then the matters remaining in dispute will be referred to th...
Post-Closing Audit. Seller acknowledges and agrees to assist Purchaser in conducting, no later than seventy-four (74) days following the Closing Date, an audit of property-level financials for the MOB Property as specified by Rule 3-14 of Regulation S-X of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, provided such audit shall be at the sole cost and expense of Purchaser. In connection therewith, Seller agrees to obtain and provide to the auditors, at no cost to Seller, any and all data and financial information, except for information constituting Excluded Assets, in the possession of Seller that are necessary or required by the auditors in connection with their preparation and conducting of the foregoing audit. The rights and obligations of Purchaser and Seller under this Section 12.22 shall survive Closing.
Post-Closing Audit. In the event that, within six months of the Closing, Buyer conducts a post-Closing accounting review and, as a result thereof, determines that the Company's Net Working Capital was less than the amount thereof required by Section 8.1(d) hereof, Buyer shall be entitled to deduct the aggregate of (i) any shortfall in Net Working Capital between the actual (as determined by such accounting review) and required amount thereof, from required FMV of the second installment of the Purchase Price; provided, however, that in the event that a dispute arises between Buyer and Seller as to any amount or amounts determined in such accounting review, Buyer and Seller shall each designate an accountant to resolve such dispute and such accountants shall endeavor to agree on the amounts in question, failing which such accountants shall agree on a third accountant, which is unaffiliated with either Buyer or any of Seller, who shall determine the amount or amounts in question.
Post-Closing Audit. After the Closing Date, Sellers shall use their respective best efforts, and shall direct the Company’s outside accountants, to cooperate as requested by Buyer or its representatives to assist Buyer and its representatives in completing such audits of the Company’s financial statements for the pre-Closing periods, and preparing pro forma financial statements and such other financial information, as are necessary for Buyer to timely comply with its obligations under Regulation S-X and Item 9.01 of Form 8-K promulgated under the Exchange Act in connection with the transactions contemplated hereby.
Post-Closing Audit. Within sixty (60) days after the Closing Date, the Partnership shall conduct a post-Closing audit to determine the accuracy of all prorations made under this Article 5 (the “Post-Closing Audit”). Any party owing another party a sum of money based on post-Closing prorations required under this Article or the Post-Closing Audit shall promptly pay such sum to the other party, together with interest thereon at the Reference Rate from the Closing Date to the date of payment if payment is not made within ten (10) days after delivery of a ▇▇▇▇ therefor. The Existing Partners shall reserve and set aside cash of not less than $25,000 to satisfy any obligations they may have under this Article 5. The provisions of this Section 5.8 shall survive Closing.
Post-Closing Audit. Following the Closing, Seller and the Principal Owners shall reasonably cooperate in Buyer’s preparation and audit of GAAP financial statements for all periods in which Seller’s financial statements were not prepared in accordance with GAAP and audited, so that GAAP financial statements can be prepared no later than sixty (60) days following the Closing.