Common use of Audit Support Clause in Contracts

Audit Support. On or prior to the Closing Date, Buyer shall, at its sole cost and expense, engage Xxxxx Xxxxxxxx LLP (“Xxxxx Xxxxxxxx”) to audit the consolidated Financial Statements of the Company for the fiscal years ended October 31, 2015 and October 31, 2016 (the “Audit” and, such audited Financial Statements, the “Audited Financial Statements”). From and after the Closing and until the completion of the Audit, except as determined in good faith by the Seller to ensure compliance with any applicable Law, Seller shall, in the manner set forth in the Transition Services Agreement, assist Buyer in connection with Buyer’s preparation of the Audited Financial Statements, including providing access to the properties, books, records, employees (including financial and accounting personnel), and external auditors of Seller, Vision and their respective Subsidiaries, provided that (i) none of Seller, Vision or any of their Subsidiaries shall be required to retain any additional personnel or employees in connection with providing such assistance, including any former employees of the Business; and (ii) Buyer shall reimburse Seller for up to $25,000 of out-of-pocket fees, costs and expenses incurred by Seller, Vision and their respective Affiliates in connection with such assistance. Any information provided to or obtained by Buyer or Xxxxx Xxxxxxxx pursuant to this Section 6.11 shall be subject to the terms of, and the restrictions contained in, the Confidentiality Agreement. Seller shall cause such executive officer(s) of the Company as are required by Xxxxx Xxxxxxxx, each in his, her or their capacity as an officer of the Company, to execute and deliver management representation letters and other certifications, in each case in a customary form and substance, required by Xxxxx Xxxxxxxx in connection with the preparation of the Audited Financial Statements. Notwithstanding any other provision of this Agreement to the contrary, Seller and its Affiliates shall not have any Liability for any matter relating to, or in connection with, or arising out of the Audited Financial Statements or the preparation thereof; provided, however, that nothing contained in this sentence shall in any way limit Buyer’s ability to make a claim for indemnification under Article 7 for any breach of Section 3.8 hereof.

Audit Support. On or prior to From and after the Closing Date, Buyer shall, at its sole cost date of this Agreement and expense, engage Xxxxx Xxxxxxxx LLP (“Xxxxx Xxxxxxxx”) to until the completion of the audit of the consolidated Financial Statements of the Company Business for the (A) fiscal years ended October February 3, 2018, December 31, 2016, December 31, 2015, and the related unaudited consolidated statements of income for the period then ended (B) the one month period ending February 3, 2017 and (C) the opening balance sheet dated December 31, 2015 and October 31, 2016 (the “Audit” and, such audited Financial Statements, the “Audited Financial Statements”). From and after , the Closing and until the completion of the Audit, except as determined in good faith by the Seller to ensure compliance with any applicable Law, Seller shall, in the manner set forth in the Transition Services Agreement, use Reasonable Efforts to assist Buyer the Purchaser in connection with Buyerthe Purchaser’s preparation of the Audited Financial Statements, including providing access (in a manner consistent with Section 5.2) to the properties, books, records, employees (including financial and accounting personnel), and external auditors of the Seller, Vision Dell and their respective Subsidiaries, provided that (i) none of the Seller, Vision Dell or any of their Subsidiaries shall be required to retain any additional personnel or employees in connection with providing such assistance, including any former employees of the Business; and (ii) Buyer Seller and its Affiliates shall have no obligation to provide tax assistance (but shall provide tax information) pursuant to this Section 10.9, and (iii) the Purchaser shall reimburse Seller for up to $25,000 of all out-of-pocket fees, costs and expenses incurred by Seller, Vision Dell and their respective Affiliates in connection with such assistance, in an amount not to exceed $10,000 in the aggregate without the Seller giving the Purchaser prior written notice. Any information provided to or obtained by Buyer the Purchaser or Xxxxx Xxxxxxxx the auditor engaged to conduct the Audit (the “Auditor”) pursuant to this Section 6.11 10.9 shall be subject to the terms of, and the restrictions contained in, the Confidentiality AgreementNDA. The Seller shall cause such executive officer(s) of the Company Acquired Companies as are required by Xxxxx Xxxxxxxxthe Auditor, each in his, her or their capacity as an officer of the CompanyAcquired Companies, to execute and deliver management representation letters and other certifications, in each case in a customary form and substance, required by Xxxxx Xxxxxxxx the Auditor in connection with the preparation of the Audited Financial Statements. Notwithstanding any other provision of this Agreement to the contrary, the Seller and its Affiliates shall not have any Liability for any matter relating to, or in connection with, or arising out of the Audited Financial Statements or the preparation thereof; provided, however, that nothing contained in this sentence shall in any way limit Buyerthe Purchaser’s ability to make a claim for indemnification under Article 7 8 for any breach of Section 3.8 3.5 hereof.

Audit Support. On or prior to (a) Concurrently with the Closing Dateexecution of this Agreement, Buyer shall, at its sole cost the Seller and expense, Xxxx shall engage Xxxxx Xxxxxxxx KPMG LLP (“Xxxxx XxxxxxxxKPMG”) to perform an audit the consolidated Financial Statements of the Company Business for the fiscal years ended October certain accounting periods ending on or before August 31, 2015 2008, and October 31, 2016 the parties intend that that any such audit (i) shall be performed only if the Buyer determines that such audit is necessary for Pike Electric to satisfy its obligations to comply with the rules and regulations of the Securities and Exchange Commission (the “Audit” andSEC”), (ii) shall cover such period or periods as determined by the Buyer in order for Pike Electric to comply with such SEC rules and regulations, and (iii) shall be completed in sufficient time for Pike Electric to satisfy in a timely manner any requirements to file a Current Report on Form 8-K with the SEC attaching audited Financial Statements, financial statements of the Business and a related audit report. (b) The Seller and Xxxx agree to (i) deliver a copy of the letter setting forth the engagement of KPMG (the “Audited Financial StatementsEngagement Letter”). From ) to the Buyer, (ii) prepare the financial statements and after the Closing related notes with respect to such accounting periods described above and until the completion of the Audit, except as determined in good faith (iii) provide management representation letter(s) reasonably requested by the Seller to ensure compliance with any applicable Law, Seller shall, in the manner set forth in the Transition Services Agreement, assist Buyer KPMG in connection with any such requested audit. The Seller agrees not to amend the foregoing engagement letter with KPMG without the Buyer’s preparation of the Audited Financial Statementsprior written consent, including providing access which shall not be unreasonably withheld. (c) The Buyer and Pike Electric agree to the properties, books, records, employees (including financial and accounting personnel), and external auditors of Seller, Vision and their respective Subsidiaries, provided that (i) none of Seller, Vision or pay KPMG’s fees and any of their Subsidiaries shall be required to retain any additional personnel or employees in connection with providing such assistance, including any former employees of the Business; and (ii) Buyer shall reimburse Seller for up to $25,000 of reasonable out-of-pocket feespockets expenses billed by KPMG related to any such requested audit, costs provided they are based on the same rates otherwise charged to the Seller and expenses incurred Xxxx for other similar services; (ii) provide accounting and operations personnel and support (it being understood that such personnel will only include employees formerly employed by SellerXxxx and it Affiliates and will not include individuals who are employees of Pike Electric and its Affiliates as of the date hereof) as reasonably requested by the Seller and Xxxx in order for the Seller and Xxxx to (A) close the financials of the Business for the fiscal year ended August 31, Vision 2008 and their respective Affiliates (B) prepare the financial statements and related notes with respect to such accounting periods described above; (iii) cooperate with KPMG in all reasonable respects in connection with such assistance. Any information provided to or obtained by Buyer or Xxxxx Xxxxxxxx pursuant to this Section 6.11 shall be subject to the terms of, and the restrictions contained in, the Confidentiality Agreement. Seller shall cause such executive officer(s) any audit of the Company as are required Business by Xxxxx Xxxxxxxx, each in his, her or their capacity as an officer of the Company, to execute KPMG contemplated above; and deliver (iv) provide management representation letters and other certifications, in each case in a customary form and substance, required letter(s) reasonably requested by Xxxxx Xxxxxxxx KPMG in connection with the preparation of the Audited Financial Statements. any such requested audit. (d) Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Amendment Agreement or the Purchase Agreement, the parties acknowledge and agree that neither the Seller and its Affiliates nor Xxxx has assumed, nor shall not either of them have any Liability or responsibility for (i) KPMG’s failure to perform its obligations under the Engagement Letter or (ii) any matter relating to, failure by Pike Electric to comply with its obligations under SEC rules or in connection with, or arising out of the Audited Financial Statements or the preparation thereofregulations; provided, however, that nothing notwithstanding the foregoing neither the Seller nor Xxxx shall be excused from such Liability or responsibility to the extent that either KPMG’s failure to comply with its obligations under the Engagement Letter or Pike Electric’s failure to comply with its obligations under SEC rules or regulations is proximately caused by a breach of any covenant or agreement of the Seller or Xxxx contained in this sentence shall herein or in any way limit Buyer’s ability to make a claim for indemnification under Article 7 for any breach of Section 3.8 hereofother Transaction Document.