Pre-Closing Audit. Seller acknowledges and agrees to (a) complete any student financial aid compliance audit(s) of the University required by any Educational Agency or any financial or other audit requested by Buyer related to all or any portion of any period ending on or before the Closing Date (collectively, the “Pre-Closing Audits”); (b) provide Buyer, for its review, copies of the Pre-Closing Audits promptly upon their completion, but no later than fifteen (14) days before the date on which the Pre-Closing Audits are due under applicable Law or Educational Law, and provide Buyer with access, at reasonable times during business hours and at the sole cost and expense of Buyer, to the consolidated financial records of the University, Seller and each Subsidiary of Seller to the extent that Buyer requires such access in order to accomplish this review; (c) permit Buyer to submit the Pre-Closing Audits in accordance with applicable Law or Educational Law; and (d) provide to any auditor or auditors retained by Buyer to audit Buyer for all or any portion of the year ending June 30, 2013 and June 30, 2012 or other periods requested by Buyer, any consent or authorization, to the extent related to periods ending on or prior to the Closing Date, required by such auditor or auditors to perform such audit and issue the related audited financial statements. Buyer acknowledges and agrees to provide Seller and any third-party with whom Seller contracts to perform services in connection with the Pre- Closing Audits, with access, at reasonable times during business hours and at the sole cost and expense of Seller, to the extent that Seller or such third parties require such access in order to complete the Pre-Closing Audits.
Pre-Closing Audit. Kensington-Rochester shall fully cooperate with Ernst & Young in connection with the completion of their audit, prior to Closing, of Kensington-Rochester's financial statements for the fiscal years ending on December 31, 1995 and 1996 (the "Audit"). Karrington and Kensington-Rochester shall use their best efforts to cause the Audit to be completed by Ernst & Young on or before April 30, 1997. 7.4
Pre-Closing Audit. Seller agrees to (a) assist and cooperate with an auditor selected and retained by Buyer to, at Buyer’s expense, complete any student financial aid compliance audit(s) of the University required by any Educational Agency or any financial or other audit requested by Buyer related to all or any portion of any period ending on or before the Closing Date (collectively, the “Pre-Closing Audits”); (b) provide Buyer, for its review, copies of the Pre-Closing Audits promptly upon their completion, but no later than fifteen (14) days before the date on which the Pre-Closing Audits are due under applicable Law or Educational Law, and provide Buyer with access, at reasonable times during business hours and at the sole cost and expense of Buyer, to the consolidated financial records of the University, Seller and each Subsidiary of Seller to the extent that Buyer requires such access in order to accomplish this review; (c) permit Buyer to submit the Pre-Closing Audits in accordance with applicable Law or Educational Law; and (d) provide to any auditor or auditors retained by Buyer to audit Seller or its Subsidiaries for all or any portion of the year ending June 30, 2013 and June 30, 2012 or other periods requested by Buyer, any consent or authorization, to the extent related to periods ending on or prior to the Closing Date, required by such auditor or auditors to perform such audit and issue the related audited financial statements. Buyer acknowledges and agrees to provide Seller and any third-party with whom Seller contracts to perform services in connection with the Pre-Closing Audits, with access, at reasonable times during business hours and at the sole cost and expense of Seller, to the extent that Seller or such third parties require such access in order to complete the Pre-Closing Audits.
Pre-Closing Audit. Seller shall fully cooperate with Ernst & Young in connection with the completion of their audit, prior to Closing, of Seller's financial statements for the fiscal years ending December 31, 1994, 1995, and 1996 (the "Audit). Karrington and Seller shall use their best efforts to cause the Audit to be completed by Ernst & Young on or before April 30, 1997. 9.7
Pre-Closing Audit. An audit opinion in accordance with auditing standards generally accepted in the PRC stated that the financial statements of the Related Entity for the seven–month-period from January 1, 2006 to July 31, 2006 and as of July 31, 2006 present fairly, in all material respects, the financial position of the Related Entity, in conformity with GAAP should be issued. The cost of such verification shall be borne by the Related Entity.
Pre-Closing Audit. CKMI Partnership shall fully cooperate with Ernst & Young in connection with the completion of their audit, prior to Closing, of CKMI Partnership's financial statements for the fiscal years ending December 31, 1994, 1995, and 1996 (the "Audit). Karrington shall use its best efforts to cause the Audit to be completed by Ernst & Young on or before April 30, 1997. 9.4
Pre-Closing Audit. Buyer shall have the right, at its sole ----------------- expense, at any time after the date hereof and prior to the Closing Date, to audit the Financial Statements and the updated financials, which the Company agrees to provide to Buyer on a monthly basis prior to the Closing Date, for the purpose of verifying the accuracy and completeness thereof (the "Pre-Closing Audit"). In connection with such audit, Buyer shall be entitled to use an accounting firm of its own choosing, and Seller and the Company agree to cooperate with Buyer and provide Buyer with all information it reasonably requests in connection with any such audit.
Pre-Closing Audit. Buyer shall have received the completed Pre-Closing Audit and Audited Financial Statements, which shall not reflect any materially adverse difference from the applicable Reviewed Statements, as determined by Buyer in its sole discretion.
Pre-Closing Audit. Kensington-Iowa shall fully cooperate with Ernst & Young in connection with the completion of their audit, prior to closing, of Kensington-Iowa's financial statements for the fiscal years ending December 31, 1994, 1995, and 1996 (the "Audit"). Karrington and Kensington-Iowa shall use their best efforts to cause the Audit to be completed by Ernst & Young on or before April 30, 1997. 8.5
