Post-Closing Audit. (a) Promptly following the Closing Date, and in no event later than fifteen (15) days following the Closing Date, and at any time thereafter as ADK may request, Seller shall provide to ADK and its accounting advisors such financial information (the “Financial Information”) related to the business, assets and properties of the Seller purchased by Purchaser pursuant to this Agreement (the “Purchased Business”) as ADK may request in order to enable ADK to determine whether it is or would be required to include separate financial statements of the Purchased Business for any periods prior to Closing in the reports filed by ADK with the SEC under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or in a registration statement filed by ADK with the SEC under the 1933 Act, in accordance with Regulation S X (“Regulation S-X”) promulgated by the SEC (the “Requirement Financial Statements”). Seller will provide to ADK reasonable access to the records of the Seller regarding the Purchased Business, and Seller’s accounting staff and firm(s) will be available to address any questions of ADK and ADK’s accounting advisors pertaining to the Financial Information or the Required Financial Statements.
(b) If ADK determines that its is required or advisable to file with the SEC the Required Financial Statements, then Seller shall cooperate fully with ADK and its accounting advisors, and Seller’s shall use their commercially reasonable efforts, to cause the Required Financial Statements to be prepared so as to enable ADK to file them with the SEC no later than the deadline therefore under the 1934 Act and Form 8-K promulgated by the SEC thereunder, including, without limitation: (i) preparing the Required Financial Statements in accordance with Regulation S-X; (ii) causing the auditors selected to audit the Required Financial Statements to consent to the inclusion of such financial statements in ADK’s filings with the SEC under the 1934 Act and the 1933 Act, including providing such auditors with reasonable and customary representation letters in connection therewith; (iii) causing Seller’s counsel to respond to requests for information made by ADK or its accounting advisors; and (iv) providing such financial information (including accountant work papers) related to the Purchased Business and other assistance to ADK and its accounting advisors as ADK reasonably deems to be necessary to enable ADK to prepare and file the Required Financial Statements in accordan...
Post-Closing Audit. For a period commencing on the Closing Date and terminating on the thirtieth (30th) day after the Closing Date (the "Post-Closing Audit Period"), Seller will cooperate (at no cost to Seller) with Purchaser's auditor (KPMG LLP or any successor auditor selected by Purchaser) in the conduct of a post-Closing audit of Seller's operating statements for the Property for the calendar year 2003 and calendar year 2004 through the last full month prior to the Closing Date (the "Post-Closing Audit"). In connection with the Post-Closing Audit, Seller shall only be required to provide the 2003 operating statement and the 2004 operating statement through the last full month prior to the Closing Date, at no cost to Seller, and in the format that Seller has maintained such information. Seller shall not be required to deliver to Purchaser's auditor a representation letter. Seller shall not be required to permit the Post-Closing Audit if a request for the Post-Closing Audit is not received in writing and delivered in accordance with the notice provisions of Section 12.1 of this Agreement prior to the termination of the Post-Closing Audit Period. Seller's obligation under this Section 12.16 shall terminate, whether or not the Post-Closing Audit is completed, on the last day of the Post-Closing Audit Period. The obligations of Seller under this Section 12.16 shall survive the Closing.
Post-Closing Audit. Seller acknowledges and agrees to assist Purchaser in conducting, no later than seventy-four (74) days following the Closing Date, an audit of property-level financials for the MOB Property as specified by Rule 3-14 of Regulation S-X of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, provided such audit shall be at the sole cost and expense of Purchaser. In connection therewith, Seller agrees to obtain and provide to the auditors, at no cost to Seller, any and all data and financial information, except for information constituting Excluded Assets, in the possession of Seller that are necessary or required by the auditors in connection with their preparation and conducting of the foregoing audit. The rights and obligations of Purchaser and Seller under this Section 12.22 shall survive Closing.
Post-Closing Audit. Notwithstanding anything contained herein to the contrary, Buyer, upon reasonable prior notice to Seller, shall have the right, at any time after the execution of this Agreement and for a period of 120 days following the closing date, at Buyer’s expense, to audit and/or to have prepared audited financial statements for the property for the calendar year ending December 31, 2007 and year-to-date 2008. Such audit shall include all books and records relating to the Property, including, but not limited to, revenue and expense supporting documents, deposits, bank statements, invoices and other similar documentation. Seller acknowledges and agrees that its books and records are the subject of the audit, and Seller agrees to execute a standard form of engagement and representation letter with a big four accounting firm, as auditor in connection with the audit, provided that such letter expressly provides that all costs and fees of Buyer’s auditor shall be paid by Buyer. Seller agrees to cooperate with Buyer in granting Buyer, its agents, representatives and employees access to such books, records and documentation so that it and its auditors may timely and fully complete such audit. Buyer shall reimburse Seller for its reasonable and necessary costs and expenses incurred in connection with such audit and shall indemnify and hold harmless Seller from all costs and fees of Buyer’s auditor in connection with such audit. Should this Agreement terminate and the Closing not occur, Buyer shall still be obligated to reimburse Seller for its reasonable and necessary costs and expenses incurred in connection with such audit and shall indemnify and hold harmless Seller from all costs and fees of Buyer’s auditor in connection with such audit. The terms of this Section 14.19 shall survive the Closing and the delivery of the Deed.
Post-Closing Audit. (a) Forthwith following the Closing Time, MDS shall cause its auditor, Ernst & Young LLP, to conduct an audit of the MDS Diagnostics Division in order to prepare the Closing Balance Sheet. Based on the Closing Balance Sheet, MDS shall prepare the unaudited Closing Regional Balance Sheet and the calculation of the Working Capital of the MDS Diagnostics Division in Ontario and Quebec and the head office of the MDS Diagnostics Division as at the Closing Time. The Closing Balance Sheet, the Closing Regional Balance Sheet and such calculation of Working Capital shall be prepared on a combined basis in accordance with GAAP, applied on a basis consistent with the Financial Statements. Buyer shall co-operate with MDS and Ernst & Young LLP and shall provide to such Persons copies of all financial and other records and access to all necessary personnel required to conduct the audit and prepare the Closing Balance Sheet, the Closing Regional Balance Sheet and calculation of Working Capital. At the request of MDS, Buyer shall provide assistance in the preparation of the Closing Balance Sheet, the Closing Regional Balance Sheet and the calculation of Working Capital.
(b) MDS shall co-operate with Buyer in conducting such audit and will provide to Buyer and its auditor copies of all working papers prepared by MDS for review. Representatives of Buyer or Buyer’s auditor are permitted to be present at, and to participate in, any inventory counts and any other procedures used in preparing the Closing Balance Sheet, Closing Regional Balance Sheet and calculation of Working Capital. A copy of the Closing Balance Sheet, Closing Regional Balance Sheet and Working Capital calculation shall be delivered to each Party within seventy-five (75) days of the Closing Date.
(c) If Buyer objects to any of the Closing Balance Sheet, the Closing Regional Balance Sheet and the calculation of Working Capital, then Buyer shall prepare and deliver to MDS a statement (an “Objection Notice”) setting forth the matters that are the subject of Buyer’s objection and Buyer’s position including reasonable details of calculations on or before the thirtieth (30th) day after the delivery of such statements and calculation. The Parties shall then use reasonable efforts to resolve such objection for a period of twenty (20) days following the delivery of the Objection Notice. If the matter is not resolved by the end of such twenty (20) day period, then the matters remaining in dispute will be referred to th...
Post-Closing Audit. Following the Closing, Seller and the Principal Owners shall reasonably cooperate in Buyer’s preparation and audit of GAAP financial statements for all periods in which Seller’s financial statements were not prepared in accordance with GAAP and audited, so that GAAP financial statements can be prepared no later than sixty (60) days following the Closing.
Post-Closing Audit. After the Closing Date, Sellers shall use their respective best efforts, and shall direct the Company’s outside accountants, to cooperate as requested by Buyer or its representatives to assist Buyer and its representatives in completing such audits of the Company’s financial statements for the pre-Closing periods, and preparing pro forma financial statements and such other financial information, as are necessary for Buyer to timely comply with its obligations under Regulation S-X and Item 9.01 of Form 8-K promulgated under the Exchange Act in connection with the transactions contemplated hereby.
Post-Closing Audit. Each Purchase Price may be subject to a downwards adjustment in accordance with the following procedure:
(a) On each Closing Date, Seller shall prepare and deliver to Buyer the Closing Balance Sheet of the respective Company, which is the object of the transfer on such Closing Date (each Closing Balance Sheet shall be attached to the relevant Share Purchase Agreement).
(b) Upon the request of the Buyer, and within seven (7) Business Days from such request, the Parties shall jointly appoint an accountant (the “Accountant”) who shall have the mandate to audit the Closing Balance Sheet of each Company, as the same was annexed to the relevant Share Purchase Agreement (pursuant to paragraph 6.1.(a) hereof) in order to verify that there are not any undisclosed Liabilities or any loss or reduction in the value of the Assets (other than normal depreciation in accordance with applicable Laws and accounting standards, any loss or reduction in the value of the Assets due to normal wear and tear or any loss or reduction in the value of the Assets due to the panels snail trail phenomenon of the Projects). In case of disagreement of the Parties as regards the election of the Accountant, then the Buyer shall elect an accountant between the following accounting firms: Ernst & Young or PWC (Greek branches).
(c) If the Accountant verifies that there are undisclosed Liabilities or loss or reduction in the value of the Assets (other than normal depreciation in accordance with applicable Laws and accounting standards and/or any loss or reduction in the value of the Assets due to normal wear and tear and/or any loss or reduction in the value of the Assets due to the panels snail trail phenomenon of the Projects) in the relevant Closing Balance Sheet, then the Purchase Price of the relevant Company shall be decreased by the respective amount (i.e., by the amount of undisclosed Liabilities or the amount of loss or reduction in value of Assets).
(d) In case of application of paragraph 6.1 (c), the fees of the Accountant for the audit shall be borne by the Seller, whereas, in case of non-application of paragraph 6.1 (c) above, the fees of the Accountant for the audit shall be borne by the Buyer.
Post-Closing Audit. Seller acknowledges that Buyer’s permitted assignee may be a publicly registered company or the subsidiary of a publicly registered company, managed, sponsored or under common control with Buyer or Buyer’s principals (“Registered Company”) promoted by Buyer. 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 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, each Seller agrees to that after the Closing Date, it will provide the assignee with the following within five (5) business days of request by assignee with regard to the portion of the Property owned by such Seller to the extent such documents are in Seller’s possession or under Seller’s control:
1. Access to bank statements for the Audited year and stub period;
2. Rent Roll as of the end of the Audited Year and stub period;
3. Operating Statements for the Audited Year and stub period;
4. Access to the general ledger for the Audited Year and stub period;
5. Cash receipts schedule for each month in the Audited Year and stub period;
6. Access to invoice for expenses and capital improvements in the Audited Year and stub period;
7. Accounts payable ledger and accrued expense reconciliations;
8. Check register for the 3-months following the Audited Year and stub period;
9. Leases and 5-year lease schedules;
10. Copies of all insurance documentation for the Audited Year and stub period;
11. Copies of accounts receivable aging as of the end of the Audited Year and stub period along with an explanation for all accounts over 30 days past due as of the end of the Audited Year and stub period; and
Post-Closing Audit. In the event that, within six months of the Closing, Buyer conducts a post-Closing accounting review and, as a result thereof, determines that the Company's Net Working Capital was less than the amount thereof required by Section 8.1(d) hereof, Buyer shall be entitled to deduct the aggregate of (i) any shortfall in Net Working Capital between the actual (as determined by such accounting review) and required amount thereof, from required FMV of the second installment of the Purchase Price; provided, however, that in the event that a dispute arises between Buyer and Seller as to any amount or amounts determined in such accounting review, Buyer and Seller shall each designate an accountant to resolve such dispute and such accountants shall endeavor to agree on the amounts in question, failing which such accountants shall agree on a third accountant, which is unaffiliated with either Buyer or any of Seller, who shall determine the amount or amounts in question.
