Common use of SEC Audit Clause in Contracts

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.

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 '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.