PCAOB Audit. If required by securities law, Seller and Buyer will have finalized a PCAOB audit of Seller’s business to, in part, verify Seller’s existing financials in reference to the Purchase Price.
PCAOB Audit. Following the date hereof, the Sellers shall (a) reasonably assist and cooperate with, and make available to the Buyer and its Representatives, all information, records, data and working papers in their possession, and shall direct their Representatives to make available all information, records, data and working papers in their possession, and shall permit access (during normal business hours, upon reasonable notice, and without interfering in the operations of the Sellers’ business) to their personnel, as may be reasonably required in connection with the preparation of audited financial statements of the Companies as of and for the fiscal period ending December 31, 2016 (or any sub-period thereof) and any stub period required for 2017, which audit the Buyer shall have conducted in accordance with the auditing standards of the Public Company Accounting Oversight Board and any other potential required SEC Reports of the Buyer, (b) request the auditors of the Companies to provide at the Buyer’s expense reasonable assistance and cooperation to Buyer, including without limitation, by requesting such auditors provide auditor’s comfort letters, including as to customary negative assurances, consents and other customary letters reasonably requested by the Buyer or potential financing sources of the Buyer, in each case by no later than forty (40) days following the Closing, and (c) reasonably cooperate with any due diligence investigation of potential financing sources of Buyer. The Buyer shall promptly upon any Sellers’ request reimburse any documented costs and expenses incurred by such Seller in connection with the foregoing.
PCAOB Audit. Prior to the Closing, Purchaser may, at its own expense, conduct a PCAOB audit of the Company. Seller shall use commercially reasonable efforts to cooperate in good faith with this process.
PCAOB Audit. Section 4.11 of the Original Agreement is hereby modified to provide that Parent will have until September 30, 2013 to determine whether the financial statements of the Company for the years ending December 31, 2012 and 2011 can or cannot be audited due to the state of the financial books and records of the Company or otherwise. If Parent has not delivered a written notice to Seller by September 30, 2013 specifically stating that after good faith and diligent efforts it has reasonably determined that such financial statements cannot be audited due to the state of the financial books and records of the Company, it shall be assumed that such financial statement can be audited and Parent and Buyer will be required to pay the amounts due under Promissory Notes A and B in accordance with the terms of such notes.
PCAOB Audit. Target and Target Shareholders acknowledges and agrees that since the Parent is a reporting company with the SEC, a financial audit delivered by an auditing firm which is a member of the PCAOB for at least the last two (2) fiscal years is required by the rules and regulations of the SEC (the “Audits”). After the Closing, Parent will engage its PCAOB auditing firm in order to complete the Audits and file same with the SEC within the time required by the SEC.
PCAOB Audit. The Company shall use commercially reasonable efforts to cause the PCAOB Audit to be completed by not later than September 30, 2022. Notwithstanding the immediately preceding sentence and in accordance with Section 6.15, the Purchaser shall be solely responsible for the cost of the PCAOB Audit.
PCAOB Audit. The Company shall use commercially reasonable efforts to provide, on a timely basis, the accounting firm retained to conduct the PCAOB Audit with all information reasonably available to the Company and requested by such firm such that the PCAOB Audit. Notwithstanding the immediately preceding sentence and in accordance with Section 6.15, the Purchaser shall be solely responsible for the cost of the PCAOB Audit.
PCAOB Audit. The Seller acknowledges and agrees that since the Parent is a reporting company with the Securities and Exchange Commission (“SEC”), a financial audit delivered by an auditing firm which is a member of the PCAOB for at least the last two (2) fiscal years is required by the rules and regulations of the SEC (the “PCAOB Audits”). After the Closing, Parent will engage its PCAOB auditing firm in order to complete the PCAOB Audits within the time required by the SEC. In the event that the PCAOB auditing firm of Parent determines that an audit of the financial statements of the Company can not be delivered (i.e., due to the state of the financial books and records of the Company), Parent and Buyer shall have the option to terminate (or rescind) the transactions contemplated by this Agreement. Notwithstanding anything contained herein to the contrary, in the event that the total asset value as set forth on the PCAOB Audit is less than the total asset value as set forth on the Annual Statements and such difference is five percent (5%) or greater than the total asset value as set forth in the Annual Statements, the Consideration shall be reduced by such amount on a dollar for dollar basis (“Asset Consideration Adjustment”).
