Common use of SEC Requirements Clause in Contracts

SEC Requirements. Upon Buyer’s written request, for a period of two (2) years following the Closing, Seller shall make available to Buyer, for inspection, copying and audit by Buyer’s designated accountants, at Buyer’s expense, such documents in Seller’s possession or control as specified on Exhibit “J” hereto, to the extent, and only to the extent, such information has not previously been provided to Buyer, if and to the extent such documents or information is necessary for Buyer’s compliance with requirements of the Securities and Exchange Commission or otherwise by applicable law. Buyer acknowledges and agrees that Seller’s agreement in this Section to make such documents available for the purposes stated herein is given solely as an accommodation to Buyer and that neither Buyer nor any assignee, successor or other person or entity claiming by or through Buyer shall have any claim, right of action, cause of action or other right or remedy against Seller on any basis referring or relating to, arising from or based on any such documents, or information contained therein or obtained or acquired as a result of any actions taken with respect to such documents or information (including any inspection, copying, auditing or additional inquiries based thereon), or information otherwise provided by Seller or any employee, agent or representative of Seller pursuant to this Section or Exhibit “J” hereto, and Buyer hereby affirmatively, unconditionally, knowingly and irrevocably waives, for itself and for its successors and assigns and any person or entity that might claim by, through or on behalf of Buyer, any and all such claims, rights of action, causes of action and other rights and remedies that might be based on, arise from or relate in any way to any such document or information or as a result of the disclosures and actions described in this Section. Buyer further acknowledges and agrees that such documents and any information as Seller may provide pursuant to this Section or Exhibit “J” hereto may consist of or contain information provided to Seller by third parties or information used by Seller solely for its own internal purposes, that Seller is not a publicly-traded entity, and that Seller does not make, and specifically disclaims, any representation or warranty, express or implied, as to the accuracy, completeness, correctness, currency, adequacy, or consistency of the documents or information that may be provided pursuant to this Section or Exhibit “J” or as to the conformance of any such documents or information to “GAAP” or any other standard, Buyer acknowledging and agreeing that such requirements or standards are not applicable to Seller and that Seller has no duty or obligation to Buyer or to any other person or entity as to the content, format or substance of such documents and information. Buyer further acknowledges and agrees that persons who were employed by Seller or by any consultant, advisor or professional who may have been involved in the creation or the providing of information found in any documents provided pursuant to this Section may no longer be employed by Seller or such third-party or may not be so employed at the time of any request made under this Section, and Seller shall have no duty to locate or obtain the services of such person or third-party nor a duty or obligation to retain or employ persons who might be able to interpret, decipher or otherwise explain the information such former employee might have been able to provide. Further, nothing in this Section or in Exhibit “J” requires Seller or its employees or agents to create or prepare any document which does not exist as of the date of Closing or compile information that has not been compiled by Seller or its employees as of Closing. Buyer acknowledges and agrees that, except as provided in this Section, Seller would have no duty or obligation, under this Agreement, by law, or otherwise, to provide any of the documents or information which may be provided pursuant to this Section or Exhibit “J” hereto and that Seller would not agree to this Section without the express covenants, agreements and waivers made by Buyer in this Section, all of which are material to Seller’s agreement to the terms of this Section, shall survive Closing, and shall remain conditions to Seller’s performing any obligation under this Section.