Pre-Closing Assistance Sample Clauses

Pre-Closing Assistance. (i) If requested by Buyers from and after the date hereof, Sellers shall: (A) engage Ernst & Young LLP, Sellers’ auditor, to provide U.S. Buyer with audited historical financial statements for the Acquired Business for the fiscal years 2006, 2007 and 2008 on or prior to ninety days after the entry of the Bidding Procedures Order and to provide unaudited financial statements for the Acquired Business for the nine-month periods ended September 30, 2009 and September 30, 2008 on or prior to ninety days after the entry of the Bidding Procedures Order (the “Carve-Out Financial Statements”). Sellers shall also provide such direction and assistance as is required to support their auditor’s reasonable needs under the above-referenced engagement and meeting the above-referenced deadline, including (1) executing and delivering management representation letters as reasonably agreed upon by Sellers and Sellers’ auditor (provided that nothing herein shall require a representation as to the amount of or need for an accrual for environmental Liabilities or any other contingent reserves for liabilities not to be assumed by Buyers), (2) providing prepared relevant financial statements to be the subject of the audit, (3) providing all reasonably required supporting accounting records and (4) providing reasonable access to relevant systems, files and persons. Nothing in this Section 5(m)(i)(A) shall require any Seller to pay or incur Liability for any fee or other expense of Sellers’ auditor that is not advanced or simultaneously reimbursed by U.S. Buyer. In the event Sellers’ auditor declines to be engaged or the audited portion of the Carve-Out Financial Statements is not delivered by the above-mentioned deadline or it becomes reasonably apparent that such deadline will not be met, Sellers shall (a) engage and provide such assistance as is required to support Buyers’ auditor’s reasonable needs in order to provide an audit within a reasonably prompt timeframe, including (i) executing and delivering management representation letters as reasonably agreed upon by Sellers and U.S. Buyer’s auditor (provided that nothing herein shall require a representation as to the amount of or need for an accrual for environmental Liabilities or other contingent reserves for Liabilities not to be assumed by Buyers), (ii) providing prepared relevant financial statements to be the subject of the audit, (iii) providing all reasonably required supporting accounting records and (iv) providing reas...
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Pre-Closing Assistance. Before the Closing Date, at the request of Buyer, Seller shall use commercially reasonable efforts to provide reasonably requested information to Buyer for the purpose of assisting Buyer in obtaining MGC approval; provided, however, that Seller shall have no liability whatsoever for or associated with such licensing. Buyer agrees to indemnify and hold harmless Seller and any representative or agent of Seller, including, but not limited to, Xxxxx Xxxxxxxxx and Xxxxx Xxxxxxxxxx, from any liability, claim, expense or cost associated with assisting Buyer in obtaining MGC approval.
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Pre-Closing Assistance. Before the Closing Date, at the request of Buyer, Seller shall use its best efforts to provide reasonably requested information to Buyer for the purpose of assisting Buyer in obtaining Buyer's financing, provided, however, that Seller shall have no liability whatsoever for or associated with such financing other than with respect to any written information of Seller (related to Seller's current operations and not related to any proposed or projected operations of Buyer) furnished to Buyer in connection with such financing. Prior to the Closing Date, Seller shall cause its Manager to be available at such time reasonably requested by Buyer to provide information in the preparation of any documentation and any road show presentations related to the Buyer's financing. Buyer's accountants, at Seller's cost and expense, shall prepare audited financial statements for Seller's 1998 fiscal year. Buyer shall be responsible for brining the Seller's 1996 and 1997 audited financial statements in compliance with Regulation S-X as promulgated by the Securities and Exchange Commission. Buyer agrees to indemnify and hold harmless Seller and any representative or agent of Seller from any liability, claim, expense or cost associated with assisting Buyer in obtaining Buyer's financing, provided, however, that such indemnity shall not apply to the extent such liability, claim, cost or expense (i) relates to any written information of Seller (related to Seller's current operations and not related to any proposed or projected operations of Buyer) furnished to Buyer in connection with such financing; and (ii) arises out of or results from any malfeasance, fraud, willful misconduct or gross negligence of Seller or any of Seller's representatives or agents.
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Pre-Closing Assistance. Before the Closing Date, at the request of Buyer, Seller shall use commercially reasonable efforts to provide reasonably requested information to Buyer for the purpose of assisting Buyer in obtaining IRGC approval; provided, however, that Seller shall have no liability whatsoever for or associated with such licensing. Buyer agrees to indemnify and hold harmless Seller and any representative or agent of Seller, including, but not limited to, Xxxxx Xxxxxxxxx and Xxxxx Xxxxxxxxxx, from any liability, claim, expense or cost associated with assisting Buyer in obtaining IRGC approval.
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Related to Pre-Closing Assistance

  • Financing Assistance O&M Contractor shall cooperate with Owner in connection with Owner’s efforts to obtain and maintain any Financing. Without limiting the generality of the foregoing, O&M Contractor: (a) shall execute such typical documents as an operations and maintenance contractor executes in a project finance transaction or as Owner reasonably requests in connection with obtaining and maintaining any Financing, including a consent to assignment and any certifications and opinions required with respect to the Financing in form and substance reasonably acceptable to O&M Contractor, Owner and the Project Lender; (b) shall deliver to Owner and the Project Lender information customarily provided in connection with a project financing in format and content mutually acceptable to the Parties regarding the financial capability of O&M Contractor and shall facilitate reasonable inspections of the Site; (c) shall, at Owner’s reasonable request, attend and participate in presentations to actual and potential Project Lenders; (d) hereby authorizes Owner to (i) provide this Agreement to potential Project Lenders (subject to Section 17.5), and (ii) include a description of the material provisions of this Agreement in any offering circular or document required for the Financing and/or, if the Financing must be registered or otherwise disclosed in accordance with Applicable Law, that Owner may, after consultation with O&M Contractor, file this Agreement as an exhibit to such registration statement or other disclosure; (e) at Owner’s request, shall reasonably cooperate with the independent engineer and any rating agencies or credit enhancement entities associated with a Financing; (f) at Owner’s request, shall reasonably cooperate in connection with tax-exempt Financing or any Financing or other arrangements effected to reduce taxes on the Project or the work, which cooperation shall not include, or be considered or deemed to be, tax advice or planning; and (g) shall provide Owner and the Project Lenders with legal opinions of counsel regarding the execution, delivery and validity of this Agreement, absence of conflicts, and the legal status of O&M Contractor, as Owner or any Project Lender may reasonably request in connection with obtaining and maintaining the Financing, provided that Owner shall reimburse O&M Contractor for any third-party expense reasonably incurred in providing such opinions.

  • Transition Assistance If this Contract is not renewed at the end of this term, if the Contract is otherwise terminated before project completion, or if particular work on a project is terminated for any reason, Contractor shall provide transition assistance for a reasonable, mutually agreed period of time after the expiration or termination of this Contract or particular work under this Contract. The purpose of this assistance is to allow for the expired or terminated portion of the services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such services to State or its designees. The parties agree that such transition assistance is governed by the terms and conditions of this Contract, except for those terms or conditions that do not reasonably apply to such transition assistance. State shall pay Contractor for any resources utilized in performing such transition assistance at the most current Contract rates. If State terminates a project or this Contract for cause, then State may offset the cost of paying Contractor for the additional resources Contractor utilized in providing transition assistance with any damages State may have sustained as a result of Contractor’s breach.

  • Termination Assistance Upon nearing the end of the final term or termination of this Agreement, without respect to cause, the Party shall take all reasonable and prudent measures to facilitate any transition required by the State. All State property, tangible and intangible, shall be returned to the State upon demand at no additional cost to the State in a format acceptable to the State.

  • Tuition Assistance Bargaining unit employees can enroll in university or college, vocational technical school or extension courses. The course may be by correspondence or attendance at classes during non-working hours or during working hours with approval of the Agency Head and/or his/her Designee. Where practicable, in relation to work requirements, the Employer shall be liberal with the approval of requests for accrued/unused vacation leave, flex-time scheduling, compensatory time, or leave without pay for the purpose of enabling employees to attend classes conducted during an employee's regularly scheduled work hours.

  • Employee Assistance Drug and alcohol counseling, rehabilitation, and employee assistance are available from or through the Employer’s employee assistance program provider(s) (E.A.P.).

  • Relocation Assistance The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects.

  • FALSELY ACCUSED EMPLOYEE ASSISTANCE When a teacher has been falsely accused of child abuse or sexual misconduct, the Board will assist the teacher by: a. working with the teacher to develop a plan which facilitates a smooth return to the teaching profession; b. providing additional funding if required to the Employee Family Assistance Program to ensure availability of counselling assistance to the employee and the employee‘s family; c. providing, upon request by the employee, available factual information to parents and students; d. providing restitution of lost wages resulting from the suspension of the teacher.

  • Regulatory Assistance Provider will permit regulators with jurisdiction over BFA or any BFA Recipient to examine Provider’s activities relating to its performance under this Agreement and the Services. Subject to Section 17.6, Provider will cooperate and provide all information reasonably requested by the regulator in connection with any such examination and provide reasonable assistance and access to all equipment, records, and systems requested by the regulator relating to the Services.

  • Employee Assistance Program (EAP) Section 1. The Employer agrees to provide to the Union the statistical and program evaluation information provided to management concerning Employee Assistance Program(s). Section 2. No information gathered by an Employee Assistance Program may be used to discipline an employee. Section 3. Employees shall be entitled to use accrued sick leave for participation in an Employee Assistance Program. Section 4. Each university will offer training to local Union Stewards on the Employee Assistance Program available in their university, on university time, where an Employee Assistance Program is available.

  • Mandatory Assistance If a third party dispute or litigation, or both, arises out of, or relates in any way to the services provided to the City under a Contract, Contractor , its agents, officers, and employees agree to assist in resolving the dispute or litigation upon City’s request. Contractor’s assistance includes, but is not limited to, providing professional consultations,

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