Certain Financial Information. Each Seller shall provide all cooperation reasonably requested by the Buyer in connection with the Buyer reporting the Transaction in accordance with applicable Laws, including providing the Buyer and its Representatives: (a) Management representation letters (but only with respect to matters pertinent to the Business) as reasonably requested by the Buyer or Sellers or any firm of independent registered public accountants engaged by the Buyer to audit, review or provide comfort letters with respect to the Buyer’s financial statements for any period ended on or before the Closing Date that includes financial information of the Business; (b) at Parent’s cost and expense, within 65 days after the Closing, standalone audited financial statements of the Business and footnotes thereto, as of and for the years ended December 31, 2011 and 2010, of the type required by Regulations S-X and S-K under the Securities Act and to permit the Buyer to comply with its disclosure obligations under the Securities Act, the Exchange Act or other applicable Laws (including any other customary items related to such audited financial statements such as management representation letters). In addition to the above obligation to provided audited financial statements, in the event that the above deadline is not met, Parent, at its cost and expense, shall also provide to the Buyer the quarterly financial statements of the Business for subsequent periods (including footnotes thereto) reviewed by the Seller’s independent registered public accounting firm of the type required by Regulations S-X and S-K under the Securities Act to be included in registration statements at least 15 days prior to the deadline to file registration statements under the Securities Act or other applicable Laws pursuant to the Registration Rights Agreement; (c) access to (i) such Seller’s financial and accounting information for any period ended on or before the Closing Date, including without limitation, for the years ended December 31, 2011 and 2010, (ii) such Seller’s officers, employees and agents responsible for the preparation and internal review of its financial statements or its internal controls and procedures with respect to financial reporting matters, and (iii) representatives of the auditors responsible for the audit or review of such Seller’s financial statements for any period referred to in clause (i) above, in each case, as it relates to the Business and in order to permit Buyer to prepare, as promptly as possible, audited, unaudited and pro forma financial statements and all other financial data of the type required by Regulations S-X and S-K under the Securities Act and to permit the Buyer to comply with its disclosure obligations under the Securities Act, the Exchange Act or other applicable Laws; provided, that such access does not unreasonably interfere with the business or operations of such Seller prior to the Closing Date.
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Certain Financial Information. Each Seller shall provide all cooperation reasonably requested by the Buyer in connection with the Buyer reporting the Transaction in accordance with applicable Laws, including providing the Buyer and its Representatives:
(a) Management representation letters (but only with respect to matters pertinent to the Business) as reasonably requested by the Buyer or Sellers or any firm of independent registered public accountants engaged by the Buyer to audit, review or provide comfort letters with respect to the Buyer’s 's financial statements for any period ended on or before the Closing Date that includes financial information of the Business;
(b) at Parent’s cost and expense, within 65 days after the Closing, standalone audited financial statements of the Business and footnotes thereto, as of and for the years ended December 31, 2011 and 2010, of the type required by Regulations S-X and S-K under the Securities Act and to permit the Buyer to comply with its disclosure obligations under the Securities Act, the Exchange Act or other applicable Laws (including any other customary items related to such audited financial statements such as management representation letters). In addition to the above obligation to provided audited financial statements, in the event that the above deadline is not met, Parent, at its cost and expense, shall also provide to the Buyer the quarterly financial statements of the Business for subsequent periods (including footnotes thereto) reviewed by the Seller’s independent registered public accounting firm of the type required by Regulations S-X and S-K under the Securities Act to be included in registration statements at least 15 days prior to the deadline to file registration statements under the Securities Act or other applicable Laws pursuant to the Registration Rights Agreement;
(c) access to (i) such Seller’s 's financial and accounting information for any period ended on or before the Closing Date, including without limitation, for the years ended December 31, 2011 and 2010, (ii) such Seller’s 's officers, employees and agents responsible for the preparation and internal review of its financial statements or its internal controls and procedures with respect to financial reporting matters, and (iii) representatives of the auditors responsible for the audit or review of such Seller’s 's financial statements for any period referred to in clause (i) above, in each case, as it relates to the Business and in order to permit Buyer to prepare, as promptly as possible, audited, unaudited and pro forma financial statements and all other financial data of the type required by Regulations S-X and S-K under the Securities Act and to permit the Buyer to comply with its disclosure obligations under the Securities Act, the Exchange Act or other applicable Laws; provided, that such access does not unreasonably interfere with the business or operations of such Seller prior to the Closing Date.
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Samples: Asset Purchase and Sale Agreement (Par Technology Corp)
Certain Financial Information. Each Seller shall provide have provided all cooperation reasonably requested by the Buyer Purchaser in connection with the Buyer Purchaser reporting the Transaction Asset Sale in accordance with applicable Laws, including providing the Buyer and its Representativesto Purchaser:
(a) 9.17.1. Management representation letters (but only with respect to matters pertinent to the GlobalTrak Business) as reasonably requested by the Buyer or Sellers Purchaser or any firm of independent registered public accountants engaged by the Buyer Seller to audit, review or provide comfort letters with respect to the BuyerSeller’s financial statements for any period ended on or before the Closing Date that includes financial information of the GlobalTrak Business;
(b) 9.17.2. at ParentSeller’s cost and expense, within 65 not less than three (3) days after prior to the ClosingClosing Date, standalone audited financial statements of the GlobalTrak Business and footnotes thereto, as of and for the fiscal years ended December 31, 2011 2012 and 2010January 1, 2012, of the type required by Regulations S-X and S-K under the Securities Act (whether or not actually required; provided that if only the fiscal year ended December 31, 2012 standalone audited financial statements are required thereunder, as reasonably determined by Purchaser, then only such standalone audited financial statements for that fiscal year will be required) and to permit the Buyer Purchaser to comply with its disclosure obligations under the Securities Act, the Exchange Act or other applicable Laws (including any other customary items related to such audited financial statements such as management representation letters). In If the Closing is delayed beyond April 15, 2013 for any reason, in addition to the above obligation to provided provide audited financial statements, in the event that the above deadline is not met, ParentSeller, at its cost and expenseexpense and not less than three (3) days prior to the Closing Date, shall also provide to the Buyer Purchaser the quarterly financial statements of the GlobalTrak Business for subsequent periods and all prior periods covered by the audited financial statements (including footnotes thereto) reviewed by the Seller’s independent registered public accounting firm of the type required by Regulations S-X and S-K under the Securities Act (whether or not actually required) to be included in registration statements at least 15 days prior permit Purchaser to the deadline to file registration statements comply with its disclosure obligations under the Securities Act, the Exchange Act or other applicable Laws pursuant (including any other customary items related to the Registration Rights Agreementsuch audited financial statements such as management representation letters);
(c) 9.17.3. access to (i) such Seller’s financial and accounting information for any period ended on or before the Closing Date, including without limitation, for the fiscal years ended December 31, 2011 2012 and 2010January 1, 2012, (ii) such Seller’s officers, employees and agents responsible for the preparation and internal review of its financial statements or its internal controls and procedures with respect to financial reporting matters, and (iii) representatives of the auditors responsible for the audit or review of such Seller’s financial statements for any period referred to in clause (i) above, in each case, as it relates to the GlobalTrak Business and in order to permit Buyer Purchaser to prepare, as promptly as possible, audited, unaudited and pro forma financial statements and all other financial data of the type required by Regulations S-X and S-K under the Securities Act (whether or not actually required) and to permit the Buyer Purchaser to comply with its disclosure obligations under the Securities Act, the Exchange Act or other applicable Laws; provided, that such access does not unreasonably interfere with the business or operations of such Seller prior to the Closing Date.
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Certain Financial Information. Each Seller shall provide all cooperation reasonably requested by the Buyer in connection with the Buyer reporting the Transaction in accordance with applicable Laws, including providing the Buyer and its Representatives:
(a) Management representation letters (but only with respect Sellers shall, from the date hereof, provide, or cause to matters pertinent to be provided to, Buyer and assist in the Business) as reasonably requested preparation by Buyer of, audited and unaudited financial and other information required for the Buyer or Sellers or any firm preparation of independent registered public accountants engaged by the Buyer to audit, review or provide comfort letters with respect to the Buyer’s selected and summary financial statements for any period ended on or before the Closing Date that includes data and pro forma financial information of the Business;
(b) at Parent’s cost and expense, within 65 days after the Closing, standalone audited financial statements of regarding the Business and footnotes thereto, as of and for the years ended December 31, 2011 and 2010, of the type all periods required by applicable provisions of Regulations S-X and S-K promulgated under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, or an underwritten private offering of debt or equity, and shall provide such management representation letters and shall cause its outside public accountants to permit deliver such consents and comfort letters as are customary under applicable accounting standards, as promptly as reasonably practicable, but in no event later than forty-five (45) days after receipt of such request. Buyer shall be responsible for the costs and expenses incurred in the connection with such preparation, review and audit. Sellers agree that Buyer may use, and Sellers shall deliver such consents and shall authorize their outside public accountant to deliver such consents, as may reasonably be requested by Buyer to comply with its disclosure obligations under the Securities Actuse of the financial and other information provided pursuant to this Section 5.12, or any other information provided by Sellers to Buyer specifically for the Exchange Act following purposes, in any registration statement, prospectus, offering memorandum, Form 8-K or other applicable Laws public filing, or other document at any time on and after the date of this Agreement.
(including any other customary items related to such audited financial statements such as management representation letters). b) In addition to the above obligation foregoing, for a period of 15 months from the date hereof, from time to provided audited financial statementstime Buyer may request, and Sellers shall provide, assistance in the event that the above deadline is not met, Parent, at its cost preparation by Buyer of such audited and expense, shall also provide to the Buyer the quarterly unaudited financial statements and other information of the Business for subsequent periods (including footnotes thereto) reviewed by the Seller’s independent registered public accounting firm of the type required by Regulations S-X type, and S-K under the Securities Act to be included in registration statements at least 15 days prior to the deadline to file registration statements under the Securities Act or other applicable Laws pursuant to the Registration Rights Agreement;
(c) access to (i) such Seller’s financial and accounting information for any period ended on or before the Closing Date, including without limitation, for the years ended December 31purposes, 2011 and 2010, described in Subsection (ii) such Seller’s officers, employees and agents responsible for the preparation and internal review of its financial statements or its internal controls and procedures with respect to financial reporting matters, and (iii) representatives of the auditors responsible for the audit or review of such Seller’s financial statements for any period referred to in clause (ia) above, in each case, and Sellers shall provide such management representation letters and cause its outside public accountants to deliver such consents and comfort letters as it relates to the Business and in order to permit Buyer to prepareare customary for such purposes under applicable accounting standards, as promptly as possiblereasonably practicable, audited, unaudited and pro forma financial statements and all other financial data of the type required by Regulations Sbut in no event later than forty-X and S-K under the Securities Act and to permit the Buyer to comply with its disclosure obligations under the Securities Act, the Exchange Act or other applicable Laws; provided, that such access does not unreasonably interfere with the business or operations five (45) days after receipt of such Seller prior to request. Buyer shall be responsible for the Closing Datecosts and expenses incurred in the connection with such preparation, review and audit.
Appears in 1 contract
Samples: Purchase Agreement (Canandaigua B V)
