Audit by Purchaser Sample Clauses
The 'Audit by Purchaser' clause grants the purchaser the right to review and examine the seller's records, documents, or operations related to the transaction. Typically, this clause allows the purchaser to access financial statements, invoices, or compliance records to verify accuracy and adherence to contractual terms. Its core function is to provide transparency and accountability, enabling the purchaser to detect discrepancies or ensure that the seller is fulfilling their obligations as agreed.
Audit by Purchaser. Purchaser has advised Seller that Purchaser must cause to be prepared up to three (3) years of audited financial statements and the interim period between from January 1, 2007 through Closing in respect of the Property in compliance with the policies of Purchaser and certain laws and regulations, including, without limitation, Securities and Exchange Commission Regulation S-X, Rule 3-14. Seller agrees to use reasonable efforts to cooperate with Purchaser’s auditors in the preparation of such audited financial statements (it being understood and agreed that the foregoing covenant shall survive the Closing). Without limiting the generality of the preceding sentence (a) Seller shall, during normal business hours, allow Purchaser’s auditors reasonable access to such books and records maintained by Seller, the Property Manager and the Property LLCs (and any other manager of the Property) in respect of the Property as necessary to prepare such audited financial statements; (b) Seller shall use reasonable efforts to provide to Purchaser such financial information and supporting documentation as are necessary for Purchaser’s auditors to prepare audited financial statements; (c) if Purchaser or its auditors require any information that is in the possession of the party from which Seller purchased all or a portion of the Property, Seller shall contact such prior owner of the Property and use commercially reasonable efforts to obtain from such party the information requested by Purchaser; (d) Seller will make available for interview by Purchaser and Purchaser’s auditors, the manager of the Property or other agents or representatives of Seller responsible for the day-to-day operation of the Property and the keeping of the books and records in respect of the operation of the Property; and (e) if Seller has audited financial statements with respect to the Property, Seller shall promptly provide Purchaser’s auditors with a copy of such audited financial statements. If after the Closing Date Seller obtains an audited financial statement in respect of the Property for a fiscal period prior to the Closing Date that was not completed as of the Closing Date, then Seller shall promptly provide Purchaser with a copy of such audited financial statement. The foregoing covenants shall survive Closing.
Audit by Purchaser. At the conclusion of the growing season, once all Product produced by Supplier is dried, Purchaser may elect to audit Supplier’s books with respect to its operational expenses and overhead, and the number of dried pounds produced by Supplier in order to ascertain a more accurate Cost of Production (“Audited Cost of Production”). Purchaser shall bear all its own out of pocket costs of said audit. Supplier shall fully and promptly cooperate with any audit. Once Purchaser’s Audit is complete, if there results a difference between the amount charged to Purchaser based on Supplier’s estimated figures and the Audited Cost of Production, the benefiting Party shall pay the amount of such difference to non-benefiting Party within one hundred and twenty (120) days of the determination thereof. If the Parties do not agree with respect to any such difference, such disagreement shall be resolved pursuant to Section 10 hereof.
Audit by Purchaser. Seller acknowledges that Purchaser may cause to be prepared audited financial statements in respect of the Company or the Real Property in compliance with the policies of Purchaser and certain Laws, including applicable regulations promulgated by the Securities and Exchange Commission. Seller shall use commercially reasonable efforts to cooperate with Purchaser’s auditors in the preparation of such audited financial statements (including making available for interview by Purchaser and Purchaser’s auditors the management personnel of the Property Manager who are responsible for the day-to-day operation of the Real Property and the keeping of the books and records in respect of the operation of the Real Property). If Seller has audited financial statements in respect of the Real Property, then Seller shall promptly provide Purchaser’s auditors with a copy of such audited financial statements. Seller acknowledges that any such audit may require review of records existing for up to three years prior to the Closing Date. If, after the Closing Date, Seller obtains an audited financial statement in respect of the Real Property for a fiscal period prior to the Closing Date that was not completed as of the Closing Date, then Seller shall promptly provide Purchaser with a copy of such audited financial statement. The provisions of this Section 7.13 shall survive the Closing.