Audit Support. (a) Concurrently with the execution of this Agreement, the Seller and ▇▇▇▇ shall engage KPMG LLP (“KPMG”) to perform an audit of the Business for certain accounting periods ending on or before August 31, 2008, and the parties intend that that any such audit (i) shall be performed only if the Buyer determines that such audit is necessary for Pike Electric to satisfy its obligations to comply with the rules and regulations of the Securities and Exchange Commission (the “SEC”), (ii) shall cover such period or periods as determined by the Buyer in order for Pike Electric to comply with such SEC rules and regulations, and (iii) shall be completed in sufficient time for Pike Electric to satisfy in a timely manner any requirements to file a Current Report on Form 8-K with the SEC attaching audited financial statements of the Business and a related audit report. (b) The Seller and ▇▇▇▇ agree to (i) deliver a copy of the letter setting forth the engagement of KPMG (the “Engagement Letter”) to the Buyer, (ii) prepare the financial statements and related notes with respect to such accounting periods described above and (iii) provide management representation letter(s) reasonably requested by KPMG in connection with any such requested audit. The Seller agrees not to amend the foregoing engagement letter with KPMG without the Buyer’s prior written consent, which shall not be unreasonably withheld. (c) The Buyer and Pike Electric agree to (i) pay KPMG’s fees and any reasonable out-of-pockets expenses billed by KPMG related to any such requested audit, provided they are based on the same rates otherwise charged to the Seller and ▇▇▇▇ for other similar services; (ii) provide accounting and operations personnel and support (it being understood that such personnel will only include employees formerly employed by ▇▇▇▇ and it Affiliates and will not include individuals who are employees of Pike Electric and its Affiliates as of the date hereof) as reasonably requested by the Seller and ▇▇▇▇ in order for the Seller and ▇▇▇▇ to (A) close the financials of the Business for the fiscal year ended August 31, 2008 and (B) prepare the financial statements and related notes with respect to such accounting periods described above; (iii) cooperate with KPMG in all reasonable respects in connection with any audit of the Business by KPMG contemplated above; and (iv) provide management representation letter(s) reasonably requested by KPMG in connection with any such requested audit. (d) Notwithstanding anything to the contrary in this Amendment Agreement or the Purchase Agreement, the parties acknowledge and agree that neither the Seller nor ▇▇▇▇ has assumed, nor shall either of them have any Liability or responsibility for (i) KPMG’s failure to perform its obligations under the Engagement Letter or (ii) any failure by Pike Electric to comply with its obligations under SEC rules or regulations; provided, however, that notwithstanding the foregoing neither the Seller nor ▇▇▇▇ shall be excused from such Liability or responsibility to the extent that either KPMG’s failure to comply with its obligations under the Engagement Letter or Pike Electric’s failure to comply with its obligations under SEC rules or regulations is proximately caused by a breach of any covenant or agreement of the Seller or ▇▇▇▇ contained herein or in any other Transaction Document.
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Audit Support. (a) Concurrently with On or prior to the execution of this AgreementClosing Date, the Seller Buyer shall, at its sole cost and expense, engage ▇▇▇▇▇ shall engage KPMG LLP (“KPMG”) to perform an audit of the Business for certain accounting periods ending on or before August 31, 2008, and the parties intend that that any such audit (i) shall be performed only if the Buyer determines that such audit is necessary for Pike Electric to satisfy its obligations to comply with the rules and regulations of the Securities and Exchange Commission (the “SEC”), (ii) shall cover such period or periods as determined by the Buyer in order for Pike Electric to comply with such SEC rules and regulations, and (iii) shall be completed in sufficient time for Pike Electric to satisfy in a timely manner any requirements to file a Current Report on Form 8-K with the SEC attaching audited financial statements of the Business and a related audit report.
(b) The Seller and ▇▇▇▇▇▇▇▇ agree LLP (“▇▇▇▇▇ ▇▇▇▇▇▇▇▇”) to audit the consolidated Financial Statements of the Company for the fiscal years ended October 31, 2015 and October 31, 2016 (the “Audit” and, such audited Financial Statements, the “Audited Financial Statements”). From and after the Closing and until the completion of the Audit, except as determined in good faith by the Seller to ensure compliance with any applicable Law, Seller shall, in the manner set forth in the Transition Services Agreement, assist Buyer in connection with Buyer’s preparation of the Audited Financial Statements, including providing access to the properties, books, records, employees (including financial and accounting personnel), and external auditors of Seller, Vision and their respective Subsidiaries, provided that (i) deliver a copy none of Seller, Vision or any of their Subsidiaries shall be required to retain any additional personnel or employees in connection with providing such assistance, including any former employees of the letter setting forth the engagement of KPMG (the “Engagement Letter”) to the Buyer, Business; and (ii) prepare the financial statements and related notes with respect Buyer shall reimburse Seller for up to such accounting periods described above and (iii) provide management representation letter(s) reasonably requested by KPMG in connection with any such requested audit. The Seller agrees not to amend the foregoing engagement letter with KPMG without the Buyer’s prior written consent, which shall not be unreasonably withheld.
(c) The Buyer and Pike Electric agree to (i) pay KPMG’s fees and any reasonable $25,000 of out-of-pockets pocket fees, costs and expenses billed incurred by KPMG related Seller, Vision and their respective Affiliates in connection with such assistance. Any information provided to any such requested audit, provided they are based on the same rates otherwise charged to the Seller and or obtained by Buyer or ▇▇▇▇▇ for other similar services; (ii▇▇▇▇▇▇▇▇ pursuant to this Section 6.11 shall be subject to the terms of, and the restrictions contained in, the Confidentiality Agreement. Seller shall cause such executive officer(s) provide accounting and operations personnel and support (it being understood that such personnel will only include employees formerly employed of the Company as are required by ▇▇▇▇▇ and it Affiliates and will not include individuals who are employees of Pike Electric and its Affiliates ▇▇▇▇▇▇▇▇, each in his, her or their capacity as an officer of the date hereof) as reasonably requested Company, to execute and deliver management representation letters and other certifications, in each case in a customary form and substance, required by the Seller and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in order for connection with the preparation of the Audited Financial Statements. Notwithstanding any other provision of this Agreement to the contrary, Seller and ▇▇▇▇ to (A) close the financials of the Business for the fiscal year ended August 31, 2008 and (B) prepare the financial statements and related notes with respect to such accounting periods described above; (iii) cooperate with KPMG in all reasonable respects in connection with any audit of the Business by KPMG contemplated above; and (iv) provide management representation letter(s) reasonably requested by KPMG in connection with any such requested audit.
(d) Notwithstanding anything to the contrary in this Amendment Agreement or the Purchase Agreement, the parties acknowledge and agree that neither the Seller nor ▇▇▇▇ has assumed, nor its Affiliates shall either of them not have any Liability for any matter relating to, or responsibility for (i) KPMG’s failure to perform its obligations under in connection with, or arising out of the Engagement Letter Audited Financial Statements or (ii) any failure by Pike Electric to comply with its obligations under SEC rules or regulationsthe preparation thereof; provided, however, that notwithstanding the foregoing neither the Seller nor ▇▇▇▇ nothing contained in this sentence shall be excused from such Liability or responsibility in any way limit Buyer’s ability to the extent that either KPMG’s failure to comply with its obligations make a claim for indemnification under the Engagement Letter or Pike Electric’s failure to comply with its obligations under SEC rules or regulations is proximately caused by a Article 7 for any breach of any covenant or agreement of the Seller or ▇▇▇▇ contained herein or in any other Transaction DocumentSection 3.8 hereof.
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Audit Support. (a) Concurrently with From and after the execution date of this Agreement, Agreement and until the Seller and ▇▇▇▇ shall engage KPMG LLP (“KPMG”) to perform an completion of the audit of the consolidated Financial Statements of the Business for certain accounting periods ending on or before August the (A) fiscal years ended February 3, 2018, December 31, 20082016, December 31, 2015, and the parties intend related unaudited consolidated statements of income for the period then ended (B) the one month period ending February 3, 2017 and (C) the opening balance sheet dated December 31, 2015 (the “Audit” and, such audited Financial Statements, the “Audited Financial Statements”), the Seller shall, in the manner set forth in the Transition Services Agreement, use Reasonable Efforts to assist the Purchaser in connection with the Purchaser’s preparation of the Audited Financial Statements, including providing access (in a manner consistent with Section 5.2) to the properties, books, records, employees (including financial and accounting personnel), and external auditors of the Seller, Dell and their respective Subsidiaries, provided that that any such audit (i) none of the Seller, Dell or any of their Subsidiaries shall be performed only if the Buyer determines that required to retain any additional personnel or employees in connection with providing such audit is necessary for Pike Electric to satisfy its obligations to comply with the rules and regulations assistance, including any former employees of the Securities and Exchange Commission (the “SEC”), Business; (ii) Seller and its Affiliates shall cover such period or periods as determined by the Buyer in order for Pike Electric have no obligation to comply with such SEC rules and regulationsprovide tax assistance (but shall provide tax information) pursuant to this Section 10.9, and (iii) the Purchaser shall be completed in sufficient time reimburse Seller for Pike Electric to satisfy in a timely manner any requirements to file a Current Report on Form 8-K with the SEC attaching audited financial statements of the Business and a related audit report.
(b) The Seller and ▇▇▇▇ agree to (i) deliver a copy of the letter setting forth the engagement of KPMG (the “Engagement Letter”) to the Buyer, (ii) prepare the financial statements and related notes with respect to such accounting periods described above and (iii) provide management representation letter(s) reasonably requested by KPMG in connection with any such requested audit. The Seller agrees not to amend the foregoing engagement letter with KPMG without the Buyer’s prior written consent, which shall not be unreasonably withheld.
(c) The Buyer and Pike Electric agree to (i) pay KPMG’s fees and any reasonable all out-of-pockets pocket fees, costs and expenses billed incurred by KPMG related Seller, Dell and their respective Affiliates in connection with such assistance, in an amount not to exceed $10,000 in the aggregate without the Seller giving the Purchaser prior written notice. Any information provided to or obtained by the Purchaser or the auditor engaged to conduct the Audit (the “Auditor”) pursuant to this Section 10.9 shall be subject to the terms of, and the restrictions contained in, the NDA. The Seller shall cause such executive officer(s) of the Acquired Companies as are required by the Auditor, each in his, her or their capacity as an officer of the Acquired Companies, to execute and deliver management representation letters and other certifications, in each case in a customary form and substance, required by the Auditor in connection with the preparation of the Audited Financial Statements. Notwithstanding any such requested auditother provision of this Agreement to the contrary, provided they are based on the same rates otherwise charged to the Seller and ▇▇▇▇ for other similar services; (ii) provide accounting and operations personnel and support (it being understood that such personnel will only include employees formerly employed by ▇▇▇▇ and it Affiliates and will not include individuals who are employees of Pike Electric and its Affiliates as of the date hereof) as reasonably requested by the Seller and ▇▇▇▇ in order for the Seller and ▇▇▇▇ to (A) close the financials of the Business for the fiscal year ended August 31, 2008 and (B) prepare the financial statements and related notes with respect to such accounting periods described above; (iii) cooperate with KPMG in all reasonable respects in connection with any audit of the Business by KPMG contemplated above; and (iv) provide management representation letter(s) reasonably requested by KPMG in connection with any such requested audit.
(d) Notwithstanding anything to the contrary in this Amendment Agreement or the Purchase Agreement, the parties acknowledge and agree that neither the Seller nor ▇▇▇▇ has assumed, nor shall either of them not have any Liability for any matter relating to, or responsibility for (i) KPMG’s failure to perform its obligations under in connection with, or arising out of the Engagement Letter Audited Financial Statements or (ii) any failure by Pike Electric to comply with its obligations under SEC rules or regulationsthe preparation thereof; provided, however, that notwithstanding nothing contained in this sentence shall in any way limit the foregoing neither the Seller nor ▇▇▇▇ shall be excused from such Liability or responsibility Purchaser’s ability to the extent that either KPMG’s failure to comply with its obligations make a claim for indemnification under the Engagement Letter or Pike Electric’s failure to comply with its obligations under SEC rules or regulations is proximately caused by a Article 8 for any breach of any covenant or agreement of the Seller or ▇▇▇▇ contained herein or in any other Transaction DocumentSection 3.5 hereof.
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