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 ADK may request, Seller shall provide to ADK and its accounting advisors such financial information (the “Financial Information”) related to the business, assets and properties of the Seller purchased by Purchaser pursuant to this Agreement (the “Purchased Business”) as ADK may request in order to enable 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 ADK with the SEC under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or in a registration statement filed by 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 ADK reasonable access to the records of the Seller regarding the Purchased Business, and Seller’s accounting staff and firm(s) will be available to address any questions of ADK and ADK’s accounting advisors pertaining to the Financial Information or the Required Financial Statements.
Post-Closing Audit. For a period commencing on the Closing Date and terminating on the thirtieth (30th) day after the Closing Date (the "Post-Closing Audit Period"), Seller will cooperate (at no cost to Seller) with Purchaser's auditor (KPMG LLP or any successor auditor selected by Purchaser) in the conduct of a post-Closing audit of Seller's operating statements for the Property for the calendar year 2003 and calendar year 2004 through the last full month prior to the Closing Date (the "Post-Closing Audit"). In connection with the Post-Closing Audit, Seller shall only be required to provide the 2003 operating statement and the 2004 operating statement through the last full month prior to the Closing Date, at no cost to Seller, and in the format that Seller has maintained such information. Seller shall not be required to deliver to Purchaser's auditor a representation letter. Seller shall not be required to permit the Post-Closing Audit if a request for the Post-Closing Audit is not received in writing and delivered in accordance with the notice provisions of Section 12.1 of this Agreement prior to the termination of the Post-Closing Audit Period. Seller's obligation under this Section 12.16 shall terminate, whether or not the Post-Closing Audit is completed, on the last day of the Post-Closing Audit Period. The obligations of Seller under this Section 12.16 shall survive the Closing. [Signature Page Follows]
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.
Post-Closing Audit. Seller acknowledges and agrees to assist Purchaser in conducting, no later than seventy-four (74) days following the Closing Date, an audit of property-level financials for the MOB Property as specified by Rule 3-14 of Regulation S-X of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, provided such audit shall be at the sole cost and expense of Purchaser. In connection therewith, Seller agrees to obtain and provide to the auditors, at no cost to Seller, any and all data and financial information, except for information constituting Excluded Assets, in the possession of Seller that are necessary or required by the auditors in connection with their preparation and conducting of the foregoing audit. The rights and obligations of Purchaser and Seller under this Section 12.22 shall survive Closing.
Post-Closing Audit. There shall be a post-Closing audit (the "Post-Closing Audit") of the Books and Records relating to the assets, liabilities and business of the AAPT Operations and the CAP Operations for the purpose of (i) confirming the increases, reductions and adjustments made to the AAPT Purchase Price and the CAP Consideration at Closing in accordance with Article 2 hereof and (ii) confirming all other payments, allocations and apportionments between the parties pursuant to this Agreement. The Post-Closing Audit shall be prepared as of the Closing Date, shall be conducted by Xxxxxx Xxxxxxxx LLP and shall be completed and delivered to the Buyers within six (6) months of the Closing (with any amounts which are not finally determined being estimated in good faith by Xxxxxx Xxxxxxxx LLP in accordance with the historical experience of the Transferring Parties' Operations). Sellers and their Representatives shall provide the Post-Closing Audit and other documentation (including all accounting work papers relating to such audit) reasonably required to confirm such audit to an accounting firm to be chosen by Buyers ("Buyers' Auditor") for the purpose of review by Buyers' Auditor. Within thirty (30) Business Days after Sellers and their Representatives have provided to Buyers' Auditor the Post-Closing Audit and supporting documentation, Buyers shall confirm or dispute such audit and final increases, reductions and adjustments shall be made and any over- or under-payment of the AAPT Purchase Price and/or CAP Consideration and any other payments between the parties required hereunder shall be reimbursed or paid, as the case may be within five (5) Business Days of final agreement of the parties. If Sellers and Buyers are unable to agree on particular final increases, reductions and adjustments, then at any time after the expiration of the thirty (30) Business Day period referred to in the immediately preceding sentence, either Buyers or Sellers may direct that any such disputed items be submitted to such other "big five" independent accounting firm selected jointly by Sellers and Buyers (the "Independent Auditor") to resolve any such disputes, and to perform any such confirming audit, if reasonably necessary to resolve such disputes with Sellers and Buyers each paying one-half of the fees to resolve any such disputed items. The decisions of any such Independent Auditor shall be binding upon the parties and payment or reimbursement of the amounts as determined by the Independent A...
Post-Closing Audit. After the Closing Date, Sellers shall use their respective best efforts, and shall direct the Company’s outside accountants, to cooperate as requested by Buyer or its representatives to assist Buyer and its representatives in completing such audits of the Company’s financial statements for the pre-Closing periods, and preparing pro forma financial statements and such other financial information, as are necessary for Buyer to timely comply with its obligations under Regulation S-X and Item 9.01 of Form 8-K promulgated under the Exchange Act in connection with the transactions contemplated hereby.
Post-Closing Audit. (A) Within five (5) business days of the Closing Date, Seller shall deliver to Buyer true and correct copies of all financial books and records of Seller necessary for Buyer to prepare a balance sheet of Seller dated as of the Closing Date. Within twenty (20) business days after receipt of such books and records from Seller, Buyer shall prepare, and have audited, a balance sheet dated as of the Closing Date (the “Closing Balance Sheet”) on which shall be shown the purchased current assets and the assumed current liabilities of the Seller as of the Closing Date, and from which the Tangible Net Equity and Net Working Capital of Seller can be calculated.
Post-Closing Audit. (a) The Purchaser shall use best efforts to engage VK within seven (7) Business Days following the Closing Date to (i) perform agreed-upon procedures, as requested by Purchaser, with respect to the Company’s revenue as reflected in the 2007 Financial Statements (the “Revenue Procedures”), and (ii) audit the July Financial Statements (the “July Audit” and, together with the Revenue Procedures, the “Post-Closing Audit”). Purchaser shall use best efforts to cause VK to complete the Post-Closing Audit and deliver the results thereof to Purchaser and the Stockholders’ Agent no later than one hundred twenty (120) days after the Closing Date.
Post-Closing Audit. Within sixty (60) days after the Closing Date, the Partnership shall conduct a post-Closing audit to determine the accuracy of all prorations made under this Article 5 (the “Post-Closing Audit”). Any party owing another party a sum of money based on post-Closing prorations required under this Article or the Post-Closing Audit shall promptly pay such sum to the other party, together with interest thereon at the Reference Rate from the Closing Date to the date of payment if payment is not made within ten (10) days after delivery of a xxxx therefor. The Existing Partners shall reserve and set aside cash of not less than $25,000 to satisfy any obligations they may have under this Article 5. The provisions of this Section 5.8 shall survive Closing.
Post-Closing Audit. In the event that, within six months of the Closing, Buyer conducts a post-Closing accounting review and, as a result thereof, determines that the Company's Net Working Capital was less than the amount thereof required by Section 8.1(d) hereof, Buyer shall be entitled to deduct the aggregate of (i) any shortfall in Net Working Capital between the actual (as determined by such accounting review) and required amount thereof, from required FMV of the second installment of the Purchase Price; provided, however, that in the event that a dispute arises between Buyer and Seller as to any amount or amounts determined in such accounting review, Buyer and Seller shall each designate an accountant to resolve such dispute and such accountants shall endeavor to agree on the amounts in question, failing which such accountants shall agree on a third accountant, which is unaffiliated with either Buyer or any of Seller, who shall determine the amount or amounts in question.
