Reporting Assistance. After the Closing, each of Seller and Buyer will (and will cause its respective Affiliates to) reasonably assist the other party in preparing information for various Governmental Authorities after the Closing to the extent that such information relates to the transactions contemplated by this Agreement, the Business, the Business Assets and/or the liabilities of the Business. Such information includes, but is not limited to, information required to comply with financial reporting requirements. The requesting party shall reimburse the non-requesting party for all reasonable out-of-pocket expenses (excluding internal costs) actually incurred by such non-requesting party in connection with the compliance of this Section 4.14. In the event that Buyer is required to prepare audited financial statements for the Business during the 18-month period following the Closing, Seller shall cooperate fully and provide information in its possession in a timely fashion as may be reasonably requested by Buyer in order for Buyer’s independent auditor to conduct and complete such audit.
Reporting Assistance. Purchaser agrees to cooperate with Sellers in preparing information for various authorities after the Closing Date. This information includes, but is not limited to, accounting and tax workbooks, responses to audit requests and other filings with tax authorities. Sellers agree to provide the same reporting assistance to Purchaser.
Reporting Assistance. Upon reasonable written notice between the date hereof and the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, and subject to the confidentiality obligations in the Confidentiality Agreement and any applicable Law (including antitrust Law), in addition to the access contemplated by Section 5.02, Sellers shall, and shall cause the Companies and their Subsidiaries to, furnish or cause to be furnished to Purchaser, during normal business hours, provided that such access shall not unreasonably disrupt personnel, operations and properties of Sellers, the Companies and their Subsidiaries, such reasonable access to the books, records and properties of the Companies and their Subsidiaries and reasonable cooperation as is necessary in connection with Purchaser’s preparation of its Current Report on Form 8-K in connection with consummation of the transactions contemplated by this Agreement and the other financial reporting obligations of Purchaser in connection with the transactions contemplated by this Agreement; provided that Sellers, the Companies and the Companies’ Subsidiaries shall have no obligation to incur any out of pocket costs or expenses in connection therewith, including the costs and expenses to retain or engage any third party accountants or other outside advisors and Purchaser shall promptly (and in any event prior to the Closing) upon request by Sellers reimburse Sellers for any such costs and expenses incurred by Sellers, the Companies or the Companies’ Subsidiaries; provided, further, that Sellers, the Companies and the Companies’ Subsidiaries shall not otherwise be required to execute or deliver any certificates regarding such financial statements or make any representations, warranties or covenants or deliver any legal opinions or certificates in support thereof or in connection therewith.
Reporting Assistance. By law, the responsibility for filing the Section 16(a) reports rests on the insider, not the Company. In the event these reports are not filed on time by an insider, the Company is required under the federal securities laws to disclose the insider’s delinquency under a prominent caption in the Company’s annual proxy statement and annual report on Form 10-K. In recognition of the complexity of the reporting requirements and the embarrassment that would result from the filing of late reports, the Company will prepare and file all reports required to be filed by its directors and executive officers. This function is performed primarily by the Company’s Compliance Officer. Attached as Exhibit 1 hereto is a power of attorney that would give Richxxx Xxxxxxxxx xxx Davix Xxxxx xxx authority to sign Forms 3, 4 and 5 on your behalf in your absence. Please sign the power of attorney and provide it to the Compliance Officer at your earliest convenience. In order to assure that the reports for the Company’s insiders are prepared accurately and filed promptly, it is essential that the Company’s insiders adhere to the Company’s policy requiring preclearance of proposed transactions and prompt review of reports prepared on their behalf. Unless all of these procedures are followed by each insider, the Company will be unable to assure that the requisite reports are accurately prepared and timely filed. Banc of America Investment Services, Inc. 5-18-2007
Reporting Assistance. Purchaser agrees to cooperate and timely assist Seller in preparing information for various authorities after the Closing Date on the condition that such information relates to the purchase contemplated by this Agreement or the Purchased Assets. This information includes, but is not limited to, accounting and tax workbooks, responses to audit requests, other filings to tax authorities, E.G., payroll, property, sales and use taxes and other information necessary to comply with federal, state and local laws. Seller agrees to provide the same reporting assistance to Purchaser on the same terms and under the same conditions.
Reporting Assistance. Reporting of sanitary sewer overflow to NYSDEC to comply with current regulations Assistance to owner’s engineer with data, mapping and facility documentation
Reporting Assistance. Following the Closing and subject to Section 5.3, in addition to the access contemplated by Section 5.2, the Purchaser shall furnish or cause to be furnished to the Seller, during normal business hours, such reasonable access to the books, records and properties of the Purchaser relating to the Business and the Purchased Assets and reasonable cooperation as is necessary in connection with the Seller’s preparation of any financial reporting obligation in connection with or as a result of the transactions contemplated by this Agreement; provided that the Seller shall, promptly following a request by the Purchaser, reimburse the Purchaser for any costs and expenses incurred by the Purchaser in connection with providing such access or cooperation; provided, further, that the Purchaser shall not otherwise be required to execute or deliver any certificates regarding such financial statements or make any representations or warranties or deliver any legal opinions or certificates in support thereof or in connection therewith.
Reporting Assistance. Purchasers agree to cooperate and timely assist Jasox xx preparing information for various authorities after the Closing Date on the condition that such information relates to the transactions contemplated by this Agreement. This information includes, but is not limited to, accounting and tax workbooks, responses to audit requests, other filings with tax authorities, e.g., payroll, property, sales and use taxes and other information necessary to comply with federal, state and local laws. Jasox xxxees to provide the same reporting assistance to Purchasers on the same terms and under the same conditions.
Reporting Assistance. 67 Section 5.16 Insurance ................................................................................................................................67
Reporting Assistance. Purchaser agrees to cooperate and timely assist Seller in preparing information for various authorities after the Closing Date on the condition that such information relates to the purchase contemplated by this Agreement or the Purchased Assets. This information includes, but is not limited to, accounting and tax workbooks, responses to audit requests, other filings to tax authorities (e.g., payroll, property, sales and use taxes and other information necessary to comply with federal, state and local laws). Seller shall reimburse Purchaser, upon written request, for all reasonable out-of-pocket expenses actually incurred by Purchaser (including regular rates of salary, wages and traveling expenses) solely for purposes of providing the cooperation and assistance required hereunder. Seller and the Shareholder agree to provide the same reporting assistance to Purchaser on the same terms and under the same conditions.
