Cooperation with Audit. Seller Parties acknowledges that Buyer intends to assign all of its rights, title and interest in and to this Agreement, and that the assignee may be affiliated with a publicly registered company (“Registered Company”) promoted by Buyer. Seller Parties acknowledges that it has been advised that if the Buyer is affiliated with a Registered Company, the assignee may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “stub period”) for the Property. To assist the assignee in preparing the SEC Filings, the Seller Parties covenant to provide the assignee with the following during the Due Diligence Period and for one (1) year thereafter with respect to Seller Party, each Current Operator and/or (as requested by Buyer) Tenant and any guarantor of the Master Lease: (i) access to bank statements for the Audited Year and stub period; (ii) rent roll as of the end of the Audited Year and stub period; (iii) operating statements for the Audited Year and stub period; (iv) access to the general ledger for the Audited Year and stub period; (v) cash receipts schedule for each month in the Audited Year and stub period; (vi) access to invoices for expenses and capital improvements in the Audited Year and stub period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and stub period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and stub period; (xi) copies of accounts receivable aging as of the end of the Audited Year and stub period along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year and stub period; (xii) signed representation letter in the form attached hereto as Schedule “33-A” (“Representation Letter”), and (xiii) to the extent necessary, a signed audit letter in the form attached hereto as Schedule “33-B”(“Audit Letter”); provided, however, that any such investigation or inspection shall be conducted during normal business hours upon reasonable advance notice to Seller, and in such a manner as not to interfere with the conduct of the Seller’s business. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such...
Cooperation with Audit. Purchaser has advised Seller that Purchaser must cause to be prepared up to three (3) years of audited financial statements in respect of the Property. Seller agrees to use commercially reasonable efforts to cooperate with Purchaser's auditors in the preparation of such audited financial statements, provided, however, the foregoing shall not be construed to obligate Seller to increase or expand its duties and obligations hereunder nor shall Seller be required to incur any expense in connection therewith. Without limiting the generality of the preceding sentence (a) Seller shall, during normal business hours, allow Purchaser's auditors reasonable access to the books and records maintained by Seller in respect of the Property; (b) Seller shall use commercially reasonable efforts to provide to Purchaser such financial information and supporting documentation relating to the Property as are necessary for Purchaser's auditors to prepare audited financial statements; and (c) 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 Closing Seller obtains an audited financial statement in respect of the Property for a fiscal period in 2003 or 2004 that was not completed at the time of Closing, then Seller shall promptly provide Purchaser with a copy of such audited financial statement, and the foregoing covenant shall survive Closing. In no event shall the foregoing require Seller to provide Purchaser access to books and records (i) subject to attorney-client and/or work product privilege, (ii) subject to confidentiality policies or provisions, or (iii) subject to Seller's internal financial analysis, nor shall it require Seller to obtain or otherwise create audited financial statements.
Cooperation with Audit. Indigo shall use commercially reasonable best efforts, upon reasonable advance notice by Parent or the Surviving Corporation and during normal business hours, to cooperate with Parent, the Surviving Corporation and their respective Representatives' (at the Surviving Corporation's expense) reasonable requests for assistance to complete an audit of the financial statements of the Business by Ernst & Young LLP prior to November 10, 2013 that Parent and/or the Surviving Corporation elect to have performed; provided, that Indigo's obligations under this Section 5.05 shall expire 18 months after the Closing Date and be limited to providing assistance for the three fiscal years ended July 31, 2013 and 2012.
Cooperation with Audit. From the date hereof through completion of their audit, the Seller shall cooperate completely with Purchaser's financial officers and auditors in their completion of an audit of the Company and its operations for the period commencing January 1, 1997 through the Date of Closing. Seller and Seller's accountants and advisors will promptly provide to Purchaser and its financial officers and auditors all information and access to all records requested to complete their audit.
Cooperation with Audit. The Seller acknowledges that Purchaser intends to assign all of its rights, title and interest in and to this Agreement. The assignee may be a publicly registered company ("Registered Company") promoted by the Purchaser. The Seller acknowledges that it has been advised that if the purchaser is a Registered Company, the assignee is required to make certain filings with the Securities and Exchange Commission (the "SEC Filings") that related to the most recent pre-acquisition fiscal year (the "Audited Year") for the Property. To assist the assignee in preparing the SEC Filings, the Seller agrees to provide the assignee with the following:
Cooperation with Audit. Seller will fully cooperate with the Audit by PriceWaterhouseCoopers, LLP and will execute any documents necessary for the completion of the Audit, including but not limited to a management representation letter.
Cooperation with Audit. The Target and each Target Stockholder will use its best efforts to assist the Buyer and its accountants to complete an audit of the Financial Statements for the Most Recent Fiscal Year End, and to receive an unqualified opinion with respect to such audit, and to provide such additional unaudited financial statements as may be required for the Buyer to comply with its reporting obligations under the Securities Exchange Act;
Cooperation with Audit. During the period beginning on the Closing Date and ending on the date that is eighteen (18) months after the Closing Date, the Seller shall use commercially reasonable efforts, upon reasonable advance notice by the Purchaser or any Education Entity and during normal business hours, to cooperate with the Purchaser Group, the Education Entities, and their respective Representatives’ (at the Purchaser Group’s sole cost and expense) reasonable requests for assistance with an audit of the financial statements of the Business that the Purchaser and/or any Education Entity elects to have performed following the Closing; provided, that the Seller’s obligations under this Section 5.19 shall be limited to providing assistance for the three fiscal years ended December 31, 2016, 2015, 2014 and the period from January 1, 2017 and ending on the Closing Date.
Cooperation with Audit. During the period beginning on the Closing Date and ending on the date that is eighteen (18) months after the Closing Date, each Contributor Party shall, and shall cause its Affiliates to, use commercially reasonable efforts, upon reasonable advance notice by Buyer, to cooperate with Buyer and its Affiliates (including any Contributed Company after the Closing) and their Representatives’ reasonable requests for financial information concerning the Business generally or assistance with an audit of the financial statements of the Business or the Contributed Companies following the Closing Date or other financial or Tax matters relating to the Business or the Contributed Companies.
Cooperation with Audit. In consideration of the ---------------------- Services Fees provided to QDS hereunder, QDS and its employees involved in the provision of the Services shall cooperate with Purchaser's and QES's auditors in their audit of Purchaser's and QES's financial statements to the extent that such cooperation is not unreasonably burdensome and regardless as to whether such cooperation is requested during the Term or subsequent to termination of this Agreement; provided , however, that QDS' responsibility under this Agreement for any such audit shall be limited to such cooperation.
