Cooperation with Audit Sample Clauses

Cooperation with Audit. Seller understands that the completion of an audit of its financial statements is a condition precedent to the Closing. The Seller will cooperate fully with accountants and auditors engaged by the Buyer for this purpose, and shall use its best efforts to expedite and complete the audit process.

Cooperation with Audit. Purchaser has advised Seller that Purchaser must cause to be prepared up to three (3) years of audited financial statements in respect of the Property. Seller agrees to use commercially reasonable efforts to cooperate with Purchaser's auditors in the preparation of such audited financial statements, provided, however, the foregoing shall not be construed to obligate Seller to increase or expand its duties and obligations hereunder nor shall Seller be required to incur any expense in connection therewith. Without limiting the generality of the preceding sentence (a) Seller shall, during normal business hours, allow Purchaser's auditors reasonable access to the books and records maintained by Seller in respect of the Property; and (b) Seller shall use commercially reasonable efforts to provide to Purchaser such financial information and supporting documentation relating to the Property as are necessary for Purchaser's auditors to prepare audited financial statements; and (c) if Seller has audited financial statements with respect to the Property, Seller shall promptly provide Purchaser's auditors with a copy of such audited financial statements. If after Closing Seller obtains an audited financial statement in respect of the Property for a fiscal period in 2003 or 2004 that was not completed at the time of Closing, then Seller shall promptly provide Purchaser with a copy of such audited financial statement, and the foregoing covenant shall survive Closing. In no event shall the foregoing require Seller to provide Purchaser access to books and records (i) subject to attorney-client and/or work product privilege, (ii) subject to confidentiality policies or provisions, or (iii) subject to Seller's internal financial analysis, nor shall it require Seller to obtain or otherwise create audited financial statements.

Cooperation with Audit. 24 6.2 EMPLOYEES........................................................... 24 6.3 POST CLOSING ACCESS................................................. 24 6.4

Cooperation with Audit. During the period beginning on the Closing Date and ending on the date that is eighteen (18) months after the Closing Date, the Seller shall use commercially reasonable efforts, upon reasonable advance notice by the Purchaser or any Education Entity and during normal business hours, to cooperate with the Purchaser Group, the Education Entities, and their respective Representatives’ (at the Purchaser Group’s sole cost and expense) reasonable requests for assistance with an audit of the financial statements of the Business that the Purchaser and/or any Education Entity elects to have performed following the Closing; provided, that the Seller’s obligations under this Section 5.19 shall be limited to providing assistance for the three fiscal years ended December 31, 2016, 2015, 2014 and the period from January 1, 2017 and ending on the Closing Date.

Cooperation with Audit. Seller acknowledges that Buyer intends to assign all of its rights, title and interest in and to this Agreement. The assignee may be affiliated with a publicly registered company (“Registered Company”) promoted by Buyer. Seller acknowledges that it has been advised that if the Buyer is affiliated with a Registered Company, the assignee may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the three (3) most recent pre-acquisition fiscal years (the “Audited Years”) and the current fiscal year through the date of acquisition (the “stub period”) for the Property. To assist the assignee in preparing the SEC Filings, the Seller covenants and agrees to provide the assignee with the following during the Due Diligence Period and any time thereafter until the first anniversary of the Closing Date: (i) access to bank statements for the Audited Years and stub period; (ii) rent roll as of the end of the Audited Years and stub period; (iii) operating statements for the Audited Years and stub period; (iv) access to the general ledger for the Audited Years and stub period; (v) cash receipts schedule for each month in the Audited Years and stub period; (vi) access to invoices for expenses and capital improvements in the Audited Years and stub period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Years and stub period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Years and stub period; (xi) copies of accounts receivable aging as of the end of the Audited Years and stub period along with an explanation for all accounts over 30 days past due as of the end of the Audited Years and stub period; (xii) signed representation letter in the form attached hereto as Schedule “27-A” (“Representation Letter”), and (xiii) to the extent necessary, the information set forth in the letter set forth in the form attached hereto as Schedule “27-B”(“Audit Letter”). Seller also agrees to deliver to Buyer a signed Representation Letter and the information requested in the Audit Letter within five (5) business days prior to Closing, and such delivery shall be a condition to Closing so long as such request is made during the Due Diligence Period. The provisions of this Section shall survive Closing.

Cooperation with Audit. During the period beginning on the Closing Date and ending on the date that is eighteen (18) months after the Closing Date, Seller shall, and shall cause its Affiliates to, upon reasonable advance notice by Buyer, at the sole cost and expense of Buyer, reasonably cooperate with Buyer’s and Buyer’s Affiliates’ and each of their Representatives’ reasonable requests for financial or Tax information or materials concerning the Business or any Acquired Asset or Assumed Liability generally, for assistance with an audit of the financial statements of the Business following the Closing Date or concerning other financial or Tax matters relating to the Business or any Acquired Asset or Assumed Liability.

Cooperation with Audit. During the period beginning on the Closing Date and ending on the date that is eighteen (18) months after the Closing Date, each Contributor Party shall, and shall cause its Affiliates to, use commercially reasonable efforts, upon reasonable advance notice by Buyer, to cooperate with Buyer and its Affiliates (including any Contributed Company after the Closing) and their Representatives’ reasonable requests for financial information concerning the Business generally or assistance with an audit of the financial statements of the Business or the Contributed Companies following the Closing Date or other financial or Tax matters relating to the Business or the Contributed Companies.

Cooperation with Audit. In consideration of the ---------------------- Services Fees provided to QDS hereunder, QDS and its employees involved in the provision of the Services shall cooperate with Purchaser's and QES's auditors in their audit of Purchaser's and QES's financial statements to the extent that such cooperation is not unreasonably burdensome and regardless as to whether such cooperation is requested during the Term or subsequent to termination of this Agreement; provided , however, that QDS' responsibility under this Agreement for any such audit shall be limited to such cooperation.

Cooperation with Audit. You will cooperate with us or any third party that we appoint to carry out our right to audit you. This includes: