Common use of Post-Closing Audit Clause in Contracts

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.

Appears in 5 contracts

Samples: Escrow Agreement (Global Healthcare Reit, Inc.), Purchase and Sale Agreement (Global Healthcare Reit, Inc.), Purchase and Sale Agreement (Global Healthcare Reit, Inc.)

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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 AdCare Health Systems, Inc. (“ADK”) may request, Seller shall provide to Purchaser ADK and its accounting advisors such financial information (the “Financial Information”) related to the business, assets and properties of the Seller related to Facility purchased by Purchaser pursuant to this Agreement (the “Purchased Business”) as Purchaser ADK may request in order to enable Purchaser ADK 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 ADK with the SEC under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or in a registration statement filed by Purchaser ADK 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 ADK reasonable access to the records of the Seller regarding the Purchased Business, and Seller’s accounting staff and firm(s) will be reasonably available to address any questions of Purchaser ADK and PurchaserADK’s accounting advisors pertaining to the Financial Information or the Required Financial Statements.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Adcare Health Systems Inc)

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