Common use of Audit Matters Clause in Contracts

Audit Matters. In the event the Closing does not occur prior to ------------- December 31, 1998, Sellers will cause the Company to reasonably cooperate with Buyer in the conduct of the audit of the Company's financial statements for the fiscal year ended December 31, 1998, and will permit Buyer's representatives to participate in such audit and in the material decisions related thereto. Without limitation, upon written request Sellers will cause the Company to engage the independent accountants requested by Buyer to conduct such audit of the Company's financial statements on behalf of the Company. If for any reason the Closing does not occur and this Agreement is terminated, upon written request and provision of reasonable documentation relating thereto Buyer will promptly reimburse the Company for the excess costs incurred by the Company in engaging independent accountants selected by Buyer instead of the independent accountants the Company otherwise would have engaged to conduct the audit in the Ordinary Course of Business.

Audit Matters. In the event the Closing does not occur prior to ------------- December 31, ------------- 1998, Sellers will cause the Company to reasonably cooperate with Buyer in the conduct of the audit of the Company's financial statements for the fiscal year ended December 31, 1998, and will permit Buyer's representatives to participate in such audit and in the material decisions related thereto. Without limitation, upon written request Sellers will cause the Company to engage the independent accountants requested by Buyer to conduct such audit of the Company's financial statements on behalf of the Company. If for any reason the Closing does not occur and this Agreement is terminated, upon written request and provision of reasonable documentation relating thereto Buyer will promptly reimburse the Company for the excess costs incurred by the Company in engaging independent accountants selected by Buyer instead of the independent accountants the Company otherwise would have engaged to conduct the audit in the Ordinary Course of Business.