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. Notwithstanding anything contained herein to the contrary, Buyer, upon reasonable prior notice to Seller, shall have the right, at any time after the execution of this Agreement and for a period of 120 days following the closing date, at Buyer’s expense, to audit and/or to have prepared audited financial statements for the property for the calendar year ending December 31, 2007 and year-to-date 2008. Such audit shall include all books and records relating to the Property, including, but not limited to, revenue and expense supporting documents, deposits, bank statements, invoices and other similar documentation. Seller acknowledges and agrees that its books and records are the subject of the audit, and Seller agrees to execute a standard form of engagement and representation letter with a big four accounting firm, as auditor in connection with the audit, provided that such letter expressly provides that all costs and fees of Buyer’s auditor shall be paid by Buyer. Seller agrees to cooperate with Buyer in granting Buyer, its agents, representatives and employees access to such books, records and documentation so that it and its auditors may timely and fully complete such audit. Buyer shall reimburse Seller for its reasonable and necessary costs and expenses incurred in connection with such audit and shall indemnify and hold harmless Seller from all costs and fees of Buyer’s auditor in connection with such audit. Should this Agreement terminate and the Closing not occur, Buyer shall still be obligated to reimburse Seller for its reasonable and necessary costs and expenses incurred in connection with such audit and shall indemnify and hold harmless Seller from all costs and fees of Buyer’s auditor in connection with such audit. The terms of this Section 14.19 shall survive the Closing and the delivery of the Deed.
Post-Closing Audit. (a) Within 20 days after the Closing Date, Buyer shall deliver to Seller the Company's audited financial statements (the "Closing Financial Statements") for the fiscal period ending as of the Closing Date, with sufficient detail to determine the calculation of each of the Additional Purchase Price, Working Capital Adjustment and Section 338(h)(10) Payment as of such time (the "Adjustment Schedule"). The Closing Financial Statements and the Adjustment Schedule shall be certified by Buyer's auditors (which shall be Arthur Andersen LLP in Sacramentx) xx txx xxxxxt that the Closing Financial Statements have been audited and prepared in accordance with GAAP applied on a consistent basis and in accordance with the practice of the Company's auditors prior to the Closing Date, and that the Adjustment Schedule has been prepared based on the Closing Financial Statements. The Closing Financial Statements and the Adjustment Schedule shall become final and binding upon the parties 15 days following Sellers' receipt thereof or earlier if Seller so elects by delivering a notice to Buyer, unless Sellers give written notice of its disagreement ("Notice of Disagreement") to Buyer prior to the termination of such 15-day period. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement is received by Buyer, then the Closing Financial Statements and the Adjustment Schedule (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earliest of (x) the date Sellers and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm (as defined below) pursuant to this Section 2.4. During the 10 days following delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 10-day period, Seller shall submit to an independent "big-six" accounting firm (the "Accounting Firm"), other than Buyer's accounting firm (in connection with this transaction or otherwise), for review and resolution of all matters which remain in dispute which were included in the Notice of Disagreement, and the Accounting Firm shall make a final determination as to all suc...
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) Forthwith following the Closing Time, MDS shall cause its auditor, Ernst & Young LLP, to conduct an audit of the MDS Diagnostics Division in order to prepare the Closing Balance Sheet. Based on the Closing Balance Sheet, MDS shall prepare the unaudited Closing Regional Balance Sheet and the calculation of the Working Capital of the MDS Diagnostics Division in Ontario and Quebec and the head office of the MDS Diagnostics Division as at the Closing Time. The Closing Balance Sheet, the Closing Regional Balance Sheet and such calculation of Working Capital shall be prepared on a combined basis in accordance with GAAP, applied on a basis consistent with the Financial Statements. Buyer shall co-operate with MDS and Ernst & Young LLP and shall provide to such Persons copies of all financial and other records and access to all necessary personnel required to conduct the audit and prepare the Closing Balance Sheet, the Closing Regional Balance Sheet and calculation of Working Capital. At the request of MDS, Buyer shall provide assistance in the preparation of the Closing Balance Sheet, the Closing Regional Balance Sheet and the calculation of Working Capital.
Post-Closing Audit. Following the Closing, Seller and the Principal Owners shall reasonably cooperate in Buyer’s preparation and audit of GAAP financial statements for all periods in which Seller’s financial statements were not prepared in accordance with GAAP and audited, so that GAAP financial statements can be prepared no later than sixty (60) days following the 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.
