Common use of Access to Information; Financial Statements Clause in Contracts

Access to Information; Financial Statements. (a) Subject to Section 4.4 hereof, Seller shall cause its officers, directors, employees, auditors and other agents to afford the officers, directors, employees, auditors and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, auditors, agents, properties, offices and other facilities of Seller, the Companies and their respective Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Business (including management reports), as Buyer, through its officers, employees or agents, may reasonably request, including without limitation, auditors’ work papers (subject to execution by Buyer of customary agreements). In exercising its rights hereunder, Buyer shall conduct itself so as not to unreasonably interfere in the conduct of the business of the Companies and their Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Companies and their Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Companies and their Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information relating to any sale or divestiture process conducted by Seller or its Affiliates for the Companies or the Business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Companies or the Business in connection therewith, including projections, financial or other information relating thereto or (ii) information if doing so would violate any Company Contract or Law to which Seller or any of its Affiliates (including the Companies and their Subsidiaries) is a party or is subject or which would result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (iii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than any of the Companies or their Subsidiaries) is the common parent (other than schedules relating solely to the Company and their Subsidiaries) or any other information relating to Taxes or Tax Returns other than information relating solely to the Companies and/or their Subsidiaries, it being understood that the Seller shall make reasonable efforts, through redaction or otherwise, to maximize the delivery of information hereunder. (b) Seller shall cause each of the Companies and their Subsidiaries to provide to Buyer the Monthly Financial Reports within fifteen (15) Business Days following the end of each calendar month prior to the Closing. (c) Prior to Closing, Seller shall cause each of the Companies and their Subsidiaries to provide to Buyer within sixty (60) days following the end of the calendar quarter ended June 30, 2005, or within forty-five (45) days following the end of each calendar quarter thereafter ending forty-five (45) days or more prior to Closing, (i) the S-X Quarterly Financial Statements, (ii) the comparative figures for the corresponding quarter in the prior fiscal year and the corresponding elapsed portion of the prior fiscal year, (iii) the comparative figures from the budget for such quarter and the corresponding elapsed portion of the fiscal year and (iv) a detailed explanation of significant trends and variances (collectively, the “Quarterly Financial Statements”). The Quarterly Financial Statements shall be prepared in accordance with GAAP, consistently applied (except as disclosed in the footnotes thereto), contain condensed notes thereto (consistent with Form 10-Q disclosure), and fairly present, in all material respects, the combined financial position of the Companies and their Subsidiaries as of the dates thereof and their combined results of operations, changes in combined equity and cash flows for the periods then ended, in each case, as if such quarter end was the Companies’ and their Subsidiaries’ fiscal year end. (d) Without limiting the foregoing, for a period of five years following the Closing, upon request by Buyer, Seller shall provide reasonable access to the books, records, manuals, historical financial data and other materials of Seller and its Affiliates relating to the Business, including without limitation to allow Buyer to (i) consummate any financing transaction, including without limitation, any public or private offering of equity, debt or other securities or (ii) make any filings or registrations under the Securities Act of 1933, any state blue sky laws or any rules promulgated thereunder, or any similar act or regulations of any Governmental Entity. Without limiting the foregoing, Seller shall, and shall cause its Affiliates to reasonably cooperate and assist Buyer with any such financing transactions, filings or registrations. Such cooperation and assistance shall include, without limitation, delivering management representation letters and using its commercially reasonable efforts to cause its auditors to reissue audit and review opinions. Buyer shall reimburse Seller and its Affiliates for any out-of-pocket costs and expenses incurred by Seller in connection with this Section 4.5(d) and shall indemnify Seller and its Affiliate for any Liabilities in connection therewith (except to the extent resulting from breach by Seller of this Agreement).

Access to Information; Financial Statements. (a) Subject to Section 4.4 hereofFrom the date of this Agreement until the Closing, Seller shall cause shall: (i) afford Purchaser and its officers, directors, employees, auditors agents, accountants, underwriters, lenders and legal and financial advisors (collectively, “Purchaser’s Agents”) with reasonable access, during normal business hours; provided, that the foregoing access shall be arranged reasonably in advance, to the offices, plants, warehouses, properties, and Books and Records; and (ii) furnish to Purchaser’s Agents such additional financial and operating data and other agents information regarding the operations of Seller as Purchaser and Purchaser’s Agents may from time to afford time reasonably request. Seller shall reasonably facilitate Purchaser’s contact and communication with the officersemployees and personnel of Seller, directorsand professionals, employeesrepresentatives, auditors customers, suppliers, vendors, lenders, and other agents distributors of Buyer and to the Business, all as requested upon reasonable access notice by Purchaser to Seller and during normal business hours to after the officers, directors, employees, auditors, agents, properties, offices and other facilities date of Seller, the Companies and their respective Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Business (including management reports), as Buyer, through its officers, employees or agents, may reasonably request, including without limitation, auditors’ work papers (subject to execution by Buyer of customary agreements). In exercising its rights hereunder, Buyer shall conduct itself so as not to unreasonably interfere in the conduct of the business of the Companies and their Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Companies and their Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any in each case, without undue interference with the day-to-day operation of its Affiliates (including the Companies and their Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information relating to any sale or divestiture process conducted by Seller or its Affiliates for the Companies or the Business or Seller’s or its Affiliates’ (or their representatives’) evaluation business. Seller shall direct such Persons to cooperate with Purchaser in connection with the foregoing. The terms of this Section 4.3 shall not require the Companies or disclosure of information to the extent such disclosure, upon the written advice of outside counsel, would cause a waiver of attorney-client privilege. From the date of this Agreement through the Closing, Seller shall use good faith efforts to operate the Business in connection therewith, including projections, financial or other information relating thereto or (ii) information if doing so would violate any Company Contract or Law such a manner as to which achieve an orderly transition consistent with the mutual business interests of Seller or any of its Affiliates (including the Companies and their Subsidiaries) is a party or is subject or which would result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (iii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than any of the Companies or their Subsidiaries) is the common parent (other than schedules relating solely to the Company and their Subsidiaries) or any other information relating to Taxes or Tax Returns other than information relating solely to the Companies and/or their Subsidiaries, it being understood that the Seller shall make reasonable efforts, through redaction or otherwise, to maximize the delivery of information hereunderPurchaser. (b) Seller shall cause each From and after the date of the Companies and their Subsidiaries to provide to Buyer the Monthly Financial Reports within fifteen (15) Business Days following the end of each calendar month prior to the Closing. (c) Prior to Closing, Seller shall cause each of the Companies and their Subsidiaries to provide to Buyer within sixty (60) days following the end of the calendar quarter ended June 30, 2005, or within forty-five (45) days following the end of each calendar quarter thereafter ending forty-five (45) days or more prior to Closing, (i) the S-X Quarterly Financial Statements, (ii) the comparative figures for the corresponding quarter in the prior fiscal year and the corresponding elapsed portion of the prior fiscal year, (iii) the comparative figures from the budget for such quarter and the corresponding elapsed portion of the fiscal year and (iv) a detailed explanation of significant trends and variances (collectively, the “Quarterly Financial Statements”). The Quarterly Financial Statements shall be prepared in accordance with GAAP, consistently applied (except as disclosed in the footnotes thereto), contain condensed notes thereto (consistent with Form 10-Q disclosure), and fairly present, in all material respects, the combined financial position of the Companies and their Subsidiaries as of the dates thereof and their combined results of operations, changes in combined equity and cash flows for the periods then ended, in each case, as if such quarter end was the Companies’ and their Subsidiaries’ fiscal year end. (d) Without limiting the foregoing, for a period of five years following the Closing, upon request by Buyer, Seller shall provide reasonable access to the books, records, manuals, historical financial data and other materials of Seller and its Affiliates relating to the Business, including without limitation to allow Buyer to (i) consummate any financing transaction, including without limitation, any public or private offering of equity, debt or other securities or (ii) make any filings or registrations under the Securities Act of 1933, any state blue sky laws or any rules promulgated thereunder, or any similar act or regulations of any Governmental Entity. Without limiting the foregoingthis Agreement, Seller shall, and shall cause its Affiliates to reasonably cooperate and assist Buyer with any such financing transactions, filings or registrations. Such cooperation and assistance shall include, without limitation, delivering management representation letters and using use its commercially reasonable efforts to cause its auditors Affiliates and their and their respective officers, directors, managers, employees, agents and representatives to, cooperate with the Purchaser, its Affiliates and their respective agents and representatives in connection with compliance with Purchaser’s and its Affiliates’ Tax, financial, or other reporting requirements and audits, including (i) any filings with any Governmental Body, (ii) any filings that may be required by the Securities and Exchange Commission (the “Commission”), under securities Laws applicable to reissue the Purchaser and its Affiliates, including the filing by the Purchaser or its Affiliates with the Commission of one or more registration statements to register any securities of Ranger, Inc., Ranger Holdings, Purchaser or any of their Affiliates, under the Securities Act or of any report required to be filed by Ranger, Inc., Ranger Holdings, Purchaser or any of their Affiliates under the Exchange Act (together with the Securities Act and the rules and regulations promulgated under such acts, the “Securities Laws”) (any such filings described in clause (ii), the “Filings”), (iii) executing and delivering or causing to be executed and delivered any reasonable and customary external audit firm representation letters as may be reasonably requested by Purchaser or its Affiliates or their respective agents and review opinionsrepresentatives, (iv) obtaining the consent of the independent auditor(s) that conducted any audit of the Financial Statements or the audited consolidated financial statements of Seller as of and for the year ended April 30, 2017 (the “2017 Year End Financial Statements”) to be named as an expert in any Filing or offering memorandum for any equity or debt financing of Ranger, Inc., Ranger Holdings, Purchaser or any of their Affiliates; and (v) using reasonable efforts to cause the independent auditor(s) that conducted any audit of the Financial Statements or the 2017 Year End Financial Statements to provide customary “comfort letters” to any underwriter or purchaser in connection with any equity or debt financing of Ranger, Inc., Ranger Holdings, Purchaser or any of their Affiliates with the cost of such comfort letters to be paid by Ranger, Inc., Ranger Holdings, Purchaser or any of their Affiliates. Buyer Further, from and after the date of this Agreement, Sellers shall, and shall reimburse Seller use its reasonable efforts to cause their Affiliates to, make available to the Purchaser and its Affiliates and their agents and representatives any and all Books and Records or the Purchased Assets in Seller or its Affiliates’ possession or control reasonably required by the Purchaser, its Affiliates and their agents and representatives, in order for the Purchaser or its Affiliates to prepare, if required to comply with the requirements of the Securities Laws in connection with such Filings, any financial statements relating to Seller or the Purchased Assets meeting the requirements of Regulation S-X under the Securities Act. (c) Without limiting the generality of Section 4.3(b), from and after the date of this Agreement, Seller shall, and shall use its commercially reasonable efforts to cause its Affiliates to, cooperate with the independent auditors chosen by the Purchaser (“Purchaser’s Auditor”) in connection with any audit or review by Purchaser’s Auditor of any Financial Statements of Seller or related to the Purchased Assets that the Purchaser or any of its Affiliates require to comply with the requirements of the Securities Laws. Such cooperation will include (i) access to Seller and Seller’s officers, managers, employees, agents and representatives who were responsible for preparing or maintaining the financial records and work papers and other supporting documents used in the preparation of such financial statements as may be required by Purchaser’s Auditor to perform an audit or conduct a review in accordance with generally accepted auditing standards or to otherwise verify such financial statements and (ii) delivery of one or more customary representation letters from Seller that are reasonably requested by the Purchaser or Purchaser’s Auditor to allow such auditors to complete an audit (or review of any financial statements) and to issue an opinion with respect to an audit of those financial statements required pursuant to this Section 4.3(c). Purchaser will reimburse Seller, within ten (10) Business Days after demand in writing therefor, for any out-of-pocket costs and expenses incurred by Seller or their Affiliates in connection complying with the provisions of this Section 4.5(d4.3(c). (d) Without limiting Section 4.3(b) and Section 4.3(c), Seller shall indemnify Seller provide Purchaser with the 2017 Year End Financial Statements as soon as reasonably practicable after the Closing Date (and its Affiliate for in any Liabilities in connection therewith (except to event no later than June 7, 2017), which 2017 Year End Financial Statements shall be prepared on the extent resulting from breach by Seller of this Agreement)same basis as the Financial Statements.

Access to Information; Financial Statements. (a) Subject to Section 4.4 hereofFrom the date of this Agreement until the Closing, Seller shall cause shall: (i) afford Purchaser and its officers, directors, employees, auditors agents, accountants, underwriters, lenders and legal and financial advisors (collectively, “Purchaser’s Agents”) with reasonable access, during normal business hours; provided, that the foregoing access shall be arranged reasonably in advance, to the offices, plants, warehouses, properties, and Books and Records; and (ii) furnish to Purchaser’s Agents such additional financial and operating data and other agents information regarding the operations of Seller as Purchaser and Purchaser’s Agents may from time to afford time reasonably request. Seller shall reasonably facilitate Purchaser’s contact and communication with the officersemployees and personnel of Seller, directorsand professionals, employeesrepresentatives, auditors customers, suppliers, vendors, lenders, and other agents distributors of Buyer and to the Business, all as requested upon reasonable access notice by Purchaser to Seller and during normal business hours after the date of this Agreement, in each case, without undue interference with the day-to-day operation of Seller’s business. Seller shall direct such Persons to cooperate with Purchaser in connection with the foregoing. The terms of this Section 4.3 shall not require the disclosure of information to the officersextent such disclosure, directorsupon the written advice of outside counsel, employeeswould cause a waiver of attorney-client privilege. Notwithstanding the foregoing, auditorsfrom the Amendment Date, agents, properties, offices and other facilities of Seller, the Companies and their respective Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Business (including management reports), as Buyer, through its officers, employees or agents, may reasonably request, including without limitation, auditors’ work papers (subject to execution by Buyer of customary agreements). In exercising its rights hereunder, Buyer shall conduct itself so as not to unreasonably interfere in the conduct of the business of the Companies and their Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer Purchaser and its agents and representatives with officersshall not have access, employeeswithout the prior written consent of Seller (which may be withheld in Seller’s sole discretion), customers (A) to any Leased Real Property for purposes of conducting any sampling or agents other invasive investigation, including of the Companies and their Subsidiaries hereunder shall be arranged and supervised by representatives of Sellerair, unless Seller soil, soil gas, surface water, groundwater, building materials or other environmental media (except as otherwise expressly consents with respect provided in Section 4.20), (B) to any specific contact. Notwithstanding anything information to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Companies and their Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information extent relating to any sale or divestiture process conducted by the Water Well Business. From the date of this Agreement through the Closing, Seller or its Affiliates for the Companies or the Business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Companies or shall use good faith efforts to operate the Business in connection therewith, including projections, financial or other information relating thereto or (ii) information if doing so would violate any Company Contract or Law such a manner as to which achieve an orderly transition consistent with the mutual business interests of Seller or any of its Affiliates (including the Companies and their Subsidiaries) is a party or is subject or which would result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (iii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than any of the Companies or their Subsidiaries) is the common parent (other than schedules relating solely to the Company and their Subsidiaries) or any other information relating to Taxes or Tax Returns other than information relating solely to the Companies and/or their Subsidiaries, it being understood that the Seller shall make reasonable efforts, through redaction or otherwise, to maximize the delivery of information hereunderPurchaser. (b) Seller shall cause each From and after the date of the Companies and their Subsidiaries to provide to Buyer the Monthly Financial Reports within fifteen (15) Business Days following the end of each calendar month prior to the Closing. (c) Prior to Closing, Seller shall cause each of the Companies and their Subsidiaries to provide to Buyer within sixty (60) days following the end of the calendar quarter ended June 30, 2005, or within forty-five (45) days following the end of each calendar quarter thereafter ending forty-five (45) days or more prior to Closing, (i) the S-X Quarterly Financial Statements, (ii) the comparative figures for the corresponding quarter in the prior fiscal year and the corresponding elapsed portion of the prior fiscal year, (iii) the comparative figures from the budget for such quarter and the corresponding elapsed portion of the fiscal year and (iv) a detailed explanation of significant trends and variances (collectively, the “Quarterly Financial Statements”). The Quarterly Financial Statements shall be prepared in accordance with GAAP, consistently applied (except as disclosed in the footnotes thereto), contain condensed notes thereto (consistent with Form 10-Q disclosure), and fairly present, in all material respects, the combined financial position of the Companies and their Subsidiaries as of the dates thereof and their combined results of operations, changes in combined equity and cash flows for the periods then ended, in each case, as if such quarter end was the Companies’ and their Subsidiaries’ fiscal year end. (d) Without limiting the foregoing, for a period of five years following the Closing, upon request by Buyer, Seller shall provide reasonable access to the books, records, manuals, historical financial data and other materials of Seller and its Affiliates relating to the Business, including without limitation to allow Buyer to (i) consummate any financing transaction, including without limitation, any public or private offering of equity, debt or other securities or (ii) make any filings or registrations under the Securities Act of 1933, any state blue sky laws or any rules promulgated thereunder, or any similar act or regulations of any Governmental Entity. Without limiting the foregoingthis Agreement, Seller shall, and shall cause its Affiliates to reasonably cooperate and assist Buyer with any such financing transactions, filings or registrations. Such cooperation and assistance shall include, without limitation, delivering management representation letters and using use its commercially reasonable efforts to cause its auditors Affiliates and their and their respective officers, directors, managers, employees, agents and representatives to, cooperate with the Purchaser, its Affiliates and their respective agents and representatives in connection with compliance with Purchaser’s and its Affiliates’ Tax, financial, or other reporting requirements and audits, including (i) any filings with any Governmental Body, (ii) any filings that may be required by the Securities and Exchange Commission (the “Commission”), under securities Laws applicable to reissue the Purchaser and its Affiliates, including the filing by the Purchaser or its Affiliates with the Commission of one or more registration statements to register any securities of Ranger, Inc., Ranger Holdings, Purchaser or any of their Affiliates, under the Securities Act or of any report required to be filed by Ranger, Inc., Ranger Holdings, Purchaser or any of their Affiliates under the Exchange Act (together with the Securities Act and the rules and regulations promulgated under such acts, the “Securities Laws”) (any such filings described in clause (ii), the “Filings”), (iii) executing and delivering or causing to be executed and delivered any reasonable and customary external audit firm representation letters as may be reasonably requested by Purchaser or its Affiliates or their respective agents and review opinionsrepresentatives, (iv) obtaining the consent of the independent auditor(s) that conducted any audit of the Financial Statements or the audited consolidated financial statements of Seller as of and for the year ended April 30, 2017 (the “2017 Year End Financial Statements”) to be named as an expert in any Filing or offering memorandum for any equity or debt financing of Ranger, Inc., Ranger Holdings, Purchaser or any of their Affiliates; and (v) using reasonable efforts to cause the independent auditor(s) that conducted any audit of the Financial Statements or the 2017 Year End Financial Statements to provide customary “comfort letters” to any underwriter or purchaser in connection with any equity or debt financing of Ranger, Inc., Ranger Holdings, Purchaser or any of their Affiliates with the cost of such comfort letters to be paid by Ranger, Inc., Ranger Holdings, Purchaser or any of their Affiliates. Buyer Further, from and after the date of this Agreement, Sellers shall, and shall reimburse Seller use its reasonable efforts to cause their Affiliates to, make available to the Purchaser and its Affiliates and their agents and representatives any and all Books and Records or the Purchased Assets in Seller or its Affiliates’ possession or control reasonably required by the Purchaser, its Affiliates and their agents and representatives, in order for the Purchaser or its Affiliates to prepare, if required to comply with the requirements of the Securities Laws in connection with such Filings, any financial statements relating to Seller or the Purchased Assets meeting the requirements of Regulation S-X under the Securities Act. (c) Without limiting the generality of Section 4.3(b), from and after the date of this Agreement, Seller shall, and shall use its commercially reasonable efforts to cause its Affiliates to, cooperate with the independent auditors chosen by the Purchaser (“Purchaser’s Auditor”) in connection with any audit or review by Purchaser’s Auditor of any Financial Statements of Seller or related to the Purchased Assets that the Purchaser or any of its Affiliates require to comply with the requirements of the Securities Laws. Such cooperation will include (i) access to Seller and Seller’s officers, managers, employees, agents and representatives who were responsible for preparing or maintaining the financial records and work papers and other supporting documents used in the preparation of such financial statements as may be required by Purchaser’s Auditor to perform an audit or conduct a review in accordance with generally accepted auditing standards or to otherwise verify such financial statements and (ii) delivery of one or more customary representation letters from Seller that are reasonably requested by the Purchaser or Purchaser’s Auditor to allow such auditors to complete an audit (or review of any financial statements) and to issue an opinion with respect to an audit of those financial statements required pursuant to this Section 4.3(c). Purchaser will reimburse Seller, within ten (10) Business Days after demand in writing therefor, for any out-of-pocket costs and expenses incurred by Seller or their Affiliates in connection complying with the provisions of this Section 4.5(d4.3(c). (d) Without limiting Section 4.3(b) and Section 4.3(c), Seller shall indemnify Seller provide Purchaser with the 2017 Year End Financial Statements as soon as reasonably practicable after the Closing Date (and its Affiliate for in any Liabilities in connection therewith (except to event no later than June 7, 2017), which 2017 Year End Financial Statements shall be prepared on the extent resulting from breach by Seller of this Agreement)same basis as the Financial Statements.