SEC Audit Clause Samples
The SEC Audit clause establishes the right for the Securities and Exchange Commission (SEC) to review and examine a company's financial records and compliance with relevant securities laws. In practice, this clause typically requires the company to maintain accurate and complete records, provide access to documents upon request, and cooperate fully with SEC auditors during an investigation or routine audit. Its core function is to ensure regulatory oversight and transparency, helping to detect and prevent fraud, misrepresentation, or other violations of securities regulations.
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SEC Audit. Because of Buyer's impending Initial Public Offering (IPO) the Securities and Exchange Commission (SEC) may require an audit of this transaction and Seller's last three years of financial statements. Should this occur, Seller agrees to cooperate with the Buyer in conducting the audit and will use all reasonable efforts to obtain any and all information required by Buyer in completing the audit and complying with all SEC requirements. Buyer shall bear all costs associated with the audit or complying with all SEC requirements. (The rest of this page is intentionally left blank.)
SEC Audit. Any and all audits or other requirements of the Securities and Exchange Commission ("SEC") concerning Seller and the transactions contemplated by this Agreement shall have been completed to the satisfaction of the SEC and Buyer.
SEC Audit. Seller agrees to cooperate with the Buyer in conducting the necessary Securities and Exchange Commission (SEC) audit, and will use all reasonable efforts to obtain any and all information required by Buyer in completing the audit. Buyer shall bear all costs associated with the audit or complying with all SEC requirements.
SEC Audit. Seller acknowledges that Buyer may be required under Law to prepare audited financial statements for the Business in accordance with the rules and regulations of the Securities and Exchange Commission (collectively the “Audited Financials”) within 75 days after the Closing Date. With respect to the foregoing, Seller and Buyer agree as follows:
(a) In connection with Buyer’s efforts to prepare, complete and file the Audited Financials in a timely manner, pursuant to applicable Law, Seller will provide reasonable assistance to make available to Buyer and its accountants and other representatives at all reasonable times and upon reasonable notice all financial and other books and records of Seller, and cause its accountants to make available all of their work papers, which relate to the Business but do not constitute an Asset and are relevant, necessary or reasonably advisable in order for Buyer to complete and file the Audited Financials.
(b) Buyer shall pay or reimburse Seller for all direct, out-of-pocket costs and expenses incurred by Seller or its accountants and other representatives in assisting and cooperating with Buyer as provided for in Paragraph (a) hereof. Seller shall not pay, reimburse or otherwise be responsible for any costs and expenses of any kind whatsoever that may be incurred by Buyer or its Representatives in connection with their completion of the Audited Financials.