Common use of 3-05 Audit Clause in Contracts

3-05 Audit. At Purchaser’s request, and to the extent in Seller’s possession (and without any obligation to incur any out of pocket expenses), Seller agrees to promptly deliver to McGladrey LLP all documents and financial information that McGladrey LLP reasonably requires to complete the audit of the financial statements of Seller in accordance with generally accepted accounting principles of the United States of America (“GAAP”). Seller acknowledges and agrees to use its reasonable efforts to also provide such additional information which is deemed relevant and reasonably necessary (as determined by McGladrey LLP) to enable Purchaser and its accountants to prepare and audit financial statements of Seller in compliance with (a) Rule 3-05 of Regulation S-X of the Securities and Exchange Commission which audit may commence at any time after the expiration of the Inspection Period; (b) any other rule issued by the Securities and Exchange Commission and applicable to Purchaser; and (c) any registration statement, report or disclosure statement filed with the Securities and Exchange Commission by, or on behalf of, Purchaser. Exhibit N attached hereto is a representative list of documents and financial information that may be required by McGladrey LLP to complete such audits; provided, however, that (1) Purchaser acknowledges that certain information may not be in Seller’s possession and Seller shall have no obligation to prepare any documentation that is not in its possession unless the cost thereof is paid by Purchaser and (2) Seller acknowledges and agrees that the foregoing is a representative description of the information and documentation that Purchaser and its accountants may require in order to comply with (a), (b) and (c) above. Seller shall engage (at Purchaser’s sole cost and expense) McGladrey LLP to commence any and all such required audits. In connection with the foregoing audit(s), and in furtherance of Seller’s obligations to assist Purchaser pursuant to this Section 4.10, Seller covenants and agrees to execute and deliver to McGladrey LLP certain audit representation letters, the form of which are attached hereto as Exhibit O (each, an “Audit Representation Letter”), provided that the form of such Audit Representation Letters may be modified as required to account for any issues identified during the audit. Seller’s obligations under this Section 4.10 shall survive the Closing for a period of fifteen (15) months.

3-05 Audit. At Purchaser’s request, and to the extent in Seller’s possession (and without any obligation to incur any out of pocket expenses), Seller agrees to promptly deliver to McGladrey RSM US LLP all documents and financial information that McGladrey RSM US LLP reasonably requires to complete the audit of the financial statements of Seller in accordance with generally accepted accounting principles of the United States of America (“GAAP”). Seller acknowledges and agrees to use its reasonable efforts to also provide such additional information which is deemed relevant and reasonably necessary (as determined by McGladrey RSM US LLP) to enable Purchaser and its accountants to prepare and audit financial statements of Seller in compliance with (a) Rule 3-05 of Regulation S-X of the Securities and Exchange Commission which audit may commence at any time after the expiration of the Inspection Period; (b) any other rule issued by the Securities and Exchange Commission and applicable to Purchaser; and (c) any registration statement, report or disclosure statement filed with the Securities and Exchange Commission by, or on behalf of, Purchaser. Exhibit N attached hereto is a representative list of documents and financial information that may be required by McGladrey RSM US LLP to complete such audits; provided, however, that (1) Purchaser acknowledges Seller has reviewed the foregoing list and agrees that certain Seller is able to provide all such documentation and required information may not be to RSM US LLP in Seller’s possession and Seller shall have no obligation to prepare any documentation that is not in its possession unless the cost thereof is paid by Purchaser event of an audit, and (2) Seller acknowledges and agrees that the foregoing is a representative description of the information and documentation that Purchaser and its accountants may require in order to comply with (a), (b) and (c) above; provided, however, that except for those items listed on Exhibit N, Seller shall have no obligation to prepare any documentation that is not in its possession or control unless the reasonable cost thereof is paid by Purchaser. Seller shall engage (at Purchaser’s sole cost and expense) McGladrey RSM US LLP to commence any and all such required audits. In connection with the foregoing audit(s), and in furtherance of Seller’s obligations to assist Purchaser pursuant to this Section 4.104.9, Seller covenants and agrees to execute and deliver to McGladrey RSM US LLP certain audit representation letters, the form of which are attached hereto as Exhibit O (each, an “Audit Representation Letter”), provided that the form of such Audit Representation Letters may be modified as required to account for any issues identified during the audit. Seller’s obligations under this Section 4.10 4.9 shall survive the Closing for a period of fifteen twenty-four (1524) months.