SEC Sec Sample Clauses
The "SEC Sec" clause typically refers to a section in a contract that addresses compliance with regulations set forth by the U.S. Securities and Exchange Commission (SEC). This clause may require parties to adhere to SEC rules, provide necessary disclosures, or ensure that any securities-related transactions are conducted in accordance with federal securities laws. For example, it might obligate a company to file certain reports or restrict the transfer of securities unless SEC requirements are met. The core function of this clause is to ensure legal compliance with securities regulations, thereby reducing the risk of regulatory violations and associated penalties.
SEC Sec. 210.3-05.
(a) Seller shall, and shall cause their officers and employees, and shall use reasonable efforts to cause their independent auditor and accountants (collectively, “Seller’s Representatives”) to, reasonably cooperate with Buyer in connection with the preparation and audit of any financial statements relating to the Assets including Suppemental Oil and Natural Gas information acquired pursuant to this Agreement to the extent required to be filed by Buyer or its Affiliates with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, or to be filed with, or provided to, any other regulatory authority or pursuant to any other Applicable Law.
(b) In connection with the preparation and audit of any financial statements as contemplated in Section 7.8(a), Seller agrees to provide Buyer access to (i) any and all books, Records, information and documents that are in Seller’s possession as may be reasonably required in order for Buyer and its Affiliates to prepare such financial statements in accordance with the requirements of Regulation S-X under the Securities Act, and (ii) any documentation attributable to the Assets required to complete any audit associated with such financial statements
(c) Without limiting the generality of the foregoing, Seller shall, and shall use reasonable efforts to cause Seller’s Representatives to, cooperate with the independent auditor of Buyer and its Affiliates in connection with any audit of any financial statements relating to the Assets that Buyer or any of its Affiliates reasonably requires in connection with such audit, including without limitation, to execute reasonable and customary representation letters that may be required to be delivered in connection with such audit.
(d) Requests by Buyer for cooperation, access and documentation pursuant to clauses (a) through (c) of this Section 7.8 shall be given with reasonable specificity and with reasonable advance notice to Seller and Seller’s Representatives so as not to unreasonably interfere with Seller’s or any of Seller’s Representative’s conduct of business.
(e) For a period of three (3) years following the Closing Date, Seller shall retain, or caused to be retained, all books, Records, information and documents in its possession that may be necessary in ...
SEC Sec. 210.3-05:
(a) Seller shall, and shall cause its officers, employees, independent auditor and other advisors (collectively, “Representatives”) to, cooperate with Purchaser, its affiliates and their Representatives in connection with the preparation and audit of any financial statements relating to the assets of Seller acquired by Purchaser pursuant to this agreement (the “Acquired Assets”) that may be required to be filed by Purchaser or its affiliates with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, or to be filed with, or provided to, any other regulatory authority or pursuant to any other applicable law.
(b) In connection with the preparation and audit of any financial statements as contemplated in clause (a) above, Seller agrees to make available to Purchaser and its affiliates and their Representatives true, correct and complete copies of (1) any and all books, records, information and documents that are attributable to the Acquired Assets that are in Seller’s possession as may be required by Purchaser and its affiliates in order for Purchaser and its affiliates to prepare such financial statements in accordance with the requirements of Regulation S-X under the Securities Act, and (2) any documentation attributable to the Acquired Assets required to complete any audit associated with such financial statements.
(c) Without limiting the generality of the foregoing, Seller shall, and shall cause its Representatives to, cooperate with the independent auditor of Purchaser and its affiliates in connection with any audit of any financial statements relating to the Acquired Assets that Purchaser or any of its affiliates requires in connection with such audit, including without limitation, to execute any representation letters that may be required to be delivered in connection with such audit.
(d) For a period of five years following the Closing, Seller shall, retain all books, records, information and documents in its possession that may be necessary in connection with the preparation and audit of financial statements with respect to the Acquired Assets.
(e) Purchaser shall reimburse Seller for its reasonable out-of-pocket costs, including fees of its independent auditor, including general and administrative expenses, incurred by Seller...