Common use of SEC Sec Clause in Contracts

SEC Sec. 210.3-05. (a) Seller shall, and shall cause their officers and employees, and shall use reasonable efforts to cause their independent auditor and accountants (collectively, “Seller’s Representatives”) to, reasonably cooperate with Buyer in connection with the preparation and audit of any financial statements relating to the Assets including Suppemental Oil and Natural Gas information acquired pursuant to this Agreement to the extent required to be filed by Buyer or its Affiliates with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, or to be filed with, or provided to, any other regulatory authority or pursuant to any other Applicable Law. (b) In connection with the preparation and audit of any financial statements as contemplated in Section 7.8(a), Seller agrees to provide Buyer access to (i) any and all books, Records, information and documents that are in Seller’s possession as may be reasonably required in order for Buyer and its Affiliates to prepare such financial statements in accordance with the requirements of Regulation S-X under the Securities Act, and (ii) any documentation attributable to the Assets required to complete any audit associated with such financial statements (c) Without limiting the generality of the foregoing, Seller shall, and shall use reasonable efforts to cause Seller’s Representatives to, cooperate with the independent auditor of Buyer and its Affiliates in connection with any audit of any financial statements relating to the Assets that Buyer or any of its Affiliates reasonably requires in connection with such audit, including without limitation, to execute reasonable and customary representation letters that may be required to be delivered in connection with such audit. (d) Requests by Buyer for cooperation, access and documentation pursuant to clauses (a) through (c) of this Section 7.8 shall be given with reasonable specificity and with reasonable advance notice to Seller and Seller’s Representatives so as not to unreasonably interfere with Seller’s or any of Seller’s Representative’s conduct of business. (e) For a period of three (3) years following the Closing Date, Seller shall retain, or caused to be retained, all books, Records, information and documents in its possession that may be necessary in connection with the preparation and audit of financial statements with respect to the Assets. (f) Buyer shall reimburse Seller and Seller’s Representatives for their reasonable out-of-pocket costs, including fees of any independent auditor, including general and administrative expenses, incurred by Seller and Seller’s Representatives in complying with the provisions of this Section 7.8. Seller will seek to have the independent auditor for any audit required relating to the Assets utilize the same hourly rate that Seller would expect for comparable work.

SEC Sec. 210.3-05. (a) Seller Sellers shall, and shall cause their officers and employees, and shall use reasonable efforts to cause their independent auditor and accountants (collectively, “Seller’s Sellers’ Representatives”) to, reasonably cooperate with Buyer Purchaser’s Representatives in connection with the preparation and audit of any financial statements relating to the Assets including Suppemental Oil and Natural Gas information acquired pursuant to this Agreement to the extent required to be filed by Buyer Purchaser or its Affiliates with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, or to be filed with, or provided to, any other regulatory authority or pursuant to any other Applicable Lawapplicable law. (b) In connection with the preparation and audit of any financial statements as contemplated in Section 7.8(a6.8(a), Seller agrees Sellers agree to provide Buyer Purchaser’s Representatives access to (i) any and all books, Recordsrecords, information and documents (other than the Excluded Records) that are in Seller’s Sellers’ possession as may be reasonably required in order for Buyer Purchaser and its Affiliates to prepare such financial statements in accordance with the requirements of Regulation S-X under the Securities Act, and (ii) any documentation (other than the Excluded Records) attributable to the Assets required to complete any audit associated with such financial statements. (c) Without limiting the generality of the foregoing, Seller Sellers shall, and shall use reasonable efforts to cause Seller’s Sellers’ Representatives to, cooperate with the independent auditor of Buyer Purchaser and its Affiliates in connection with any audit of any financial statements relating to the Assets that Buyer Purchaser or any of its Affiliates reasonably requires in connection with such audit, including without limitation, to execute reasonable and customary representation letters that may be required to be delivered in connection with such audit. (d) Requests by Buyer Purchaser for cooperation, access and documentation pursuant to clauses (a) through (c) of this Section 7.8 6.8 shall be given with reasonable specificity and with reasonable advance notice to Seller Sellers and Seller’s Sellers’ Representatives so as not to unreasonably interfere with Seller’s Sellers’ or any of Seller’s Representative’s Sellers’ Representatives’ conduct of business. (e) For a period of three (3) years following the Closing Date, Seller Sellers shall retain, or caused to be retained, all books, Recordsrecords, information and documents in its possession that may be necessary in connection with the preparation and audit of financial statements with respect to the Assets. (f) Buyer Purchaser shall reimburse Seller Sellers and Seller’s Sellers’ Representatives for their reasonable out-of-pocket costs, including fees of any independent auditor, including general and administrative expenses, incurred by Seller Sellers and Seller’s Sellers’ Representatives in complying with the provisions of this Section 7.86.8. Seller Sellers will seek to have the independent auditor for any audit required relating to the Assets utilize the same hourly rate that Seller Sellers would expect for comparable work.