Buyer Audit Requirements Sample Clauses

Buyer Audit Requirements. The Seller agrees to use commercially reasonable efforts to promptly deliver to the Buyer all of the audit request materials listed on Exhibit E; provided, however, the Seller shall deliver all such materials within its possession (or which are otherwise reasonably accessible to the Seller as of the Effective Date) prior to the expiration of the Study Period; provided further, the Seller acknowledges and agrees to use its good faith efforts to also provide such additional information related to both the operation of the Property during the Seller’s period of ownership of the Property and the Seller as requested by the Buyer (or its accountants) which is deemed relevant and reasonably necessary (as reasonably determined by the Buyer, with the understanding than any such inquiry that is made by the Buyer or its accountants shall pertain solely to the affairs of the Seller as the owner of the Property and shall not extend to the financial or other information of any direct or indirect owner of the Seller) to enable the Buyer and its accountants to prepare financial statements in compliance with (a) Rule 3-05 of Regulation S-X of the Securities and Exchange Commission which audit will commence immediately upon Closing and which is required to be completed and filed with the Securities and Exchange Commission within 75 days after Closing; (b) any other rule issued by the Securities and Exchange Commission and applicable to the Buyer; and (c) any registration statement, report or disclosure statement filed with the Securities and Exchange Commission by, or on behalf of, the Buyer. Notwithstanding the foregoing and upon Buyer’s written request, the Seller shall engage (at the Buyer’s sole cost and expense) McGladrey LLP to commence any and all such required audits. The Seller acknowledges and agrees that the foregoing is a representative description of the information and documentation that the Buyer and its accountants may require in order to comply with (a), (b) and (c) above. In connection with the foregoing post-Closing audit(s), and in furtherance of the Seller’s obligations to assist the Buyer pursuant to this SECTION 3.5, the Seller covenants and agrees to execute and deliver to McGladrey LLP the audit representation letter solely for the benefit of McGladrey LLP, the form of which is attached hereto as Exhibit F (the “Audit Representation Letter”), provided that the form of such Audit Representation Letter may be modified as required to account for any is...
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Related to Buyer Audit Requirements

  • Additional Reporting Requirements Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous three (3) month period. Reports must include, but are not limited, to the following information:

  • Compliance with Record Keeping Requirements Participating Dealer agrees to comply with the record keeping requirements of the Exchange Act, including but not limited to, Rules 17a-3 and 17a-4 promulgated under the Exchange Act. Participating Dealer further agrees to keep such records with respect to each customer who purchases Primary Shares, his suitability and the amount of Primary Shares sold, and to retain such records for such period of time as may be required by the Commission, any state securities commission, FINRA or the Company.

  • Reporting Requirements The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

  • Compliance with Timing Requirements of Regulations In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 may be:

  • Compliance with Reporting Requirements The Company is subject to and in full compliance with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

  • Annual Report of Assessment of Compliance with Servicing Criteria (a) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer, the Depositor or their Affiliates, to deliver to the Issuing Entity, the Indenture Trustee and the Owner Trustee on or before March 15 of each year, beginning March 15, 2016 (or if such day is not a Business Day, the next succeeding Business Day), a report (the “Report of Assessment of Compliance with Servicing Criteria”) delivered to the Board of Directors of the Servicer and to the Indenture Trustee and the Owner Trustee that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB, as applicable, on the assessment of compliance with Servicing Criteria with respect to the prior calendar year. The certificates and reports referred to in Section 4.01(a), Section 4.01(b) and this Section 4.02(a) shall be delivered within 120 days after the end of each calendar year if the Issuing Entity is not required to file periodic reports under the Exchange Act or any other law, beginning April 30, 2017.

  • Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days Yes No A/R & A/P Agings Monthly within 30 days Yes No Deferred Revenue (if applicable) Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of Board Approval Yes No Performance Pricing Net Cash Applicable Rate Applies Borrowing Base Eligible Net Cash ³ $15,000,000* WSJ Prime + 0.35% Yes No Yes Net Cash < $15,000,000* WSJ Prime + 1.75% Yes No No Non-Formula Loans Net Cash Non-Formula Applicable Rate Applies Non-Formula Loan Eligible Net Cash ³ $15,000,000 WSJ Prime + 1.25% Yes No Yes Net Cash < $15,000,000 WSJ Prime + 1.25% Yes No No Financial Covenant Required Actual Compliance Adjusted Quick Ratio (monthly)* 1.25:1.00 :1.00 Yes No Net Cash* $15,000,000 $ Yes No Unrestricted Cash and Cash Equivalents at Bank and Bank Affiliates** $25,000,000 $ Yes No * Commencing with the month ending November 30, 2017 ** Through October 31, 2017 The following financial covenant analysis and other information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. All other representations and warranties in this Agreement are true and correct in all material respects on this date, and Borrower represents that there is no existing Event of Default. Sincerely, TINTRI, INC. Signature Title Date

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