Post-Closing Audits. The Seller and the Principal Shareholder hereby agree to provide such assistance as Buyer reasonably requests to enable Buyer and its accountant to complete an audit of the pre-Closing financial statement of the Business, including, without limitation, providing access to books and records and executing management representation letters.
Post-Closing Audits. Any Liabilities related to audits conducted by payers for the periods prior to Closing shall remain the responsibility of Seller regardless of whether such audits occur after the Closing Date. Buyer agrees -21
Post-Closing Audits. For a period of three (3) years after Closing, Seller will cooperate reasonably with Purchaser and will make reasonably accessible to Purchaser and Purchaser's accountants the financial books and records of Seller regarding the Assets, to the extent reasonably available to Seller, in connection with any audits required pursuant to the regulations of the Securities
Post-Closing Audits. Seller, at Purchaser's sole cost and expense, will cooperate reasonably with Purchaser in connection with any audits of Purchaser's and its acquired businesses' financial statements necessary in connection with financings done by Purchaser after the Closing.
Post-Closing Audits. (a) Purchaser shall notify the Sellers Representative in writing within 20 days after receipt by Purchaser or the Company or its Subsidiaries of written notice of the commencement of any official inquiry, examination, audit or other administrative or judicial proceeding (“Audit”) regarding any Tax Return or Taxes for any Pre-Closing Tax Period; provided, that the failure to provide such notice shall not relieve Sellers of their obligations pursuant to Article IX or this Article XI, except to the extent Sellers are actually prejudiced thereby. The Sellers Representative shall notify Purchaser in writing within 20 days after receipt by the Sellers Representative or any Seller of written notice of the commencement of any Audit regarding any Tax Return (other than with respect to any matter pertaining to a Partnership Tax Return which (i) could not reasonably be expected to involve any potential liability on the part of the Company, the Operating Company, Purchaser or any of their post-Closing Affiliates and (ii) does not result in SPS Income Taxes) or Taxes of the Company, or any of its Subsidiaries.
Post-Closing Audits. Seller will cooperate reasonably with Purchaser ------------------- and will make accessible to Purchaser and Purchaser's accountants Seller's financial books and records regarding the Assets in connection with any audits of Purchaser or its business pertaining to financings done by Purchaser after the Closing.
Post-Closing Audits. (i) The Buyer shall notify the Seller Representatives in writing within 10 days after receipt by the Buyer, the Company or any Subsidiary of the Company of any official inquiry, examination, audit or proceeding ("Audit") regarding any Tax Return or period with respect to which the Sellers may have a right to a refund under Section 10.3(b) or an indemnification obligation under Section 10.3(e). The Seller Representatives shall have the right to exercise, on behalf of the Sellers and at the expense of the Sellers, control at any time over the handling, disposition and/or settlement of any issue raised in any Audit regarding any taxable period that ends on or before the Closing Date. The Buyer shall cooperate with the Seller Representatives, as reasonably requested by the Seller Representatives, in any such Audit.
Post-Closing Audits. From time to time after the Closing but only during the term of the Technology License Agreement and/or Section 17 of the Contract of Sale dated September 1, 2012 or in connection with a Post-Termination Audit, a Third Party reasonably selected by Oronite may audit the Company’s use of Oronite Intellectual Property for purposes of ensuring compliance with (A) this Section 6, (B) Section 17 of the Contract of Sale dated September 1, 2012, and (C) the Technology License Agreement; provided, that no more than one such audit (other than any Post-Termination Audit) may occur during any 12-month period, except that Oronite may conduct an additional audit during the 60-day period following the termination of the Technology License Agreement and an additional audit during the 60-day period following the termination of Section 17 of the Contract of Sale dated September 1, 2012 (each such audit in response to any such termination, a “Post-Termination Audit”) notwithstanding that one or both Post-Termination Audits are conducted during the same 12-month period as a non-Post-Termination Audit permitted by this Section 6.6. Oronite shall provide the Company with at least 10 Business Days’ prior written notice of any such audit, and such audit shall be conducted during regular business hours in a manner that does not unreasonably interfere with the Company’s business activities.
Post-Closing Audits. (a) Notwithstanding anything in this Agreement to the contrary, Xxxxxxxx shall have the right to assume the defense of any tax audit, proposed adjustment or claim made by the IRS or other taxing authority which will or could affect the tax liabilities of the Companies or the Partnership ("Tax Claims"). If Xxxxxxxx receives a notice or written inquiry from the IRS or other taxing authority as to a Tax Claim, notice of such fact shall be promptly communicated to the Shareholders Representatives. Conversely, if one or more Shareholders receive a notice or written inquiry from the IRS or other taxing authority as to a Tax Claim, notice of such fact shall be promptly communicated to Xxxxxxxx.
Post-Closing Audits. (i) Purchaser shall notify the Seller Representative in writing within 30 days after receipt by Purchaser, the Company or any Company Subsidiary of any official written inquiry, examination, audit or proceeding (“Audit”) regarding any Tax return or period with respect to which the Sellers may have additional Tax liability. In such an event, the Seller Representative shall have the right to exercise, on behalf of the Sellers and at the expense of the Sellers, control at any time over the handling, disposition and/or settlement of any issue raised in any Audit regarding any Taxable Period that ends on or before the Closing Date to the extent such issue relates to the Sellers additional Tax liability. The Purchaser shall cooperate with the Seller Representative, as reasonably requested by the Seller Representative, in any such Audit.
