Records; SEC Reporting Clause Samples

Records; SEC Reporting. Within five (5) Business Days after the Closing, Seller shall deliver to Buyer the Records. All reasonable out-of-pocket costs associated with delivering the Records shall be borne solely by Seller. Insofar as Seller reasonably believes the Records may be needed or useful in connection with federal, state or local regulatory or Tax matters or resolution of disputes, litigation, or contract compliance issues, Buyer (for a period of seven (7) years after the Closing) shall further make available to Seller or its Affiliates (at the location of such Records in Buyer’s organization) access to the Records during normal business hours, upon not less than five (5) Business Days prior written request by Seller, and Seller shall have the right to copy at its own expense and retain such copies of the Records as Seller, in good faith, believes may be useful or needed in connection with the above-described matters. Seller shall assist Buyer and its representatives in contacting (or shall act as a conduit for Buyer in contacting) Seller’s accountants, auditors and employees, and Seller shall cause such accountants, auditors and employees to cooperate and provide information reasonably requested by Buyer or its representatives, in order for Buyer to prepare audited and unaudited historical statements of direct revenues and operating expenses for the Assets, and to facilitate the integration of such information into Buyer’s audited and unaudited financial statements, in each case that meet the requirements of applicable regulations promulgated under the Securities Exchange Act of 1934, as amended, for a Current Report on Form 8-K and subsequent filings required from Buyer under such Act S-1, provided Seller shall not be obligated to incur any costs or expenses in connection with any of the matters described in this Section 11.2 other than the salaries of its employees (and any amounts Buyer agrees to pay). Seller shall cause its accountants, auditors and employees to cooperate with Buyer with regards to responding to the Securities and Exchange Commission’s comments on each such filing, if any. Buyer will pay any fees incurred from Seller’s auditors in connection with the audit of the statements of direct revenues and expenses and any work related to Buyer’s request. If Seller intends to file a Current Report on Form 8-K or make any related filing with the Securities and Exchange Commission in connection with the transactions contemplated herein, the Parties shall use the...