Common use of Additional Financial Information Clause in Contracts

Additional Financial Information. The Seller shall use its commercially reasonable efforts, and shall cause its affiliates it controls to use their commercially reasonable efforts to, provide the Purchaser and its affiliates with financial statements and related information (collectively, “Additional Financial Information”) sufficient to permit any of them to fulfill their obligations to include financial disclosure relating to the Business on a timely basis under the Exchange Act, including in (a) the preparation of the audited combined consolidated balance sheets of the Transferred Entities as of September 30, 2006 (the “2006 Audited Financial Statements”), and the related audited combined statements of operations, parent funding and cash flows for the fiscal year then ended (including the notes contained therein or annexed thereto), (b) the preparation of the audited combined consolidated balance sheets of the Transferred Entities as of September 30, 2007 (the “2007 Audited Financial Statements”), and the related audited combined statements of operations, parent funding and cash flows for the period then ended (including the notes contained therein or annexed thereto) and (c) the preparation of the audited combined consolidated balance sheets of the Transferred Entities as of June 30, 2008 (the “2008 Audited Financial Statements”), and the related audited combined consolidated statements of operations, parent funding and cash flows for the period then ended (including the notes contained therein or annexed thereto), in each case as required to be filed by Purchaser under Rule 3-05 of Regulation S-X (under Item 2.01 of Form 8-K) of the Exchange Act as a result of the consummation of the Acquisition; provided, that if the Closing occurs after September 30, 2008, the 2008 Audited Financial Statements shall be prepared as of September 30, 2008; provided, further, however, that the Purchaser shall pay all of the Seller’s and its affiliates reasonable out-of-pocket costs with respect thereto, including the reasonable costs and expenses of consultants. In connection with the audit and review of the 2006 Audited Financial Statements, the 2007 Audited Financial Statements, and the 2008 Audited Financial Statements, the Seller agrees to (i) provide KPMG LLP (the “Auditors”) with full and timely assistance and access to, and to examine and make copies of, all books and records of the Seller relating to the Business, and authorize the independent auditors for Seller and their affiliates, to provide all work papers, (ii) close the books of the Business in accordance with GAAP, (iii) prepare all appropriate income tax provisions, (iv) draft the combined financial statements of the Business, (v) execute reasonable and customary “representation letters” upon completion of the audit prior to the issuance of the Auditors’ audit report, (vi) obtain the consent of any auditors required under the Securities Act or the Exchange Act in connection with the filing of any Form 8-K by the Purchaser, and (vii) use commercially reasonable efforts to cause any prior accountants to comply with the provisions of this Section 5.16.

Additional Financial Information. The Seller shall Company will use its commercially reasonable efforts, and shall cause its affiliates it controls best efforts to use their commercially reasonable efforts to, provide the Purchaser and its affiliates with financial statements and related information (collectively, “Additional Financial Information”) sufficient to permit any of them to fulfill their obligations to include financial disclosure relating to the Business on a timely basis under the Exchange Act, including in (a) provide Acquiror with the preparation Company’s audited financial statements for the twelve-month periods ended March 31, 2020 and 2019, consisting of the audited combined consolidated balance sheets as of such dates, the audited consolidated income statements for the twelve- month periods ended on such dates, and the audited consolidated cash flow statements for the twelve-month periods ended on such dates, audited in accordance with the standards of the PCAOB and containing an unqualified report of the Company’s auditor (the “2020 Financials”) by May 1, 2021 (but in any event, no later than May 8, 2021) and (b) provide Acquiror with the unaudited consolidated balance sheets of the Transferred Entities as of September 30, 2006 (the “2006 Audited Financial Statements”)Company, and the related audited combined statements of operations, parent funding changes in equityholders’ equity and cash flows flows, for the fiscal year then nine months ended December 31, 2020 and 2019 by May 1, 2021 (including the notes contained therein or annexed thereto)but in any event, (bno later than May 8, 2021) the preparation of the audited combined consolidated balance sheets of the Transferred Entities as of September 30, 2007 (the “2007 Audited Financial StatementsNine Month Financials”), together with the 2020 Financials and related pro forma financial statements that comply with the related audited combined statements of operations, parent funding and cash flows for the period then ended (including the notes contained therein or annexed thereto) and (c) the preparation of the audited combined consolidated balance sheets of the Transferred Entities as of June 30, 2008 (the “2008 Audited Financial Statements”), and the related audited combined consolidated statements of operations, parent funding and cash flows for the period then ended (including the notes contained therein or annexed thereto), in each case as required to be filed by Purchaser under Rule 3-05 requirements of Regulation S-X (under Item 2.01 of Form 8-K) the rules and regulations of the Exchange Act SEC (as a result interpreted by the staff of the consummation SEC), the “Required Financials”). The Company will provide Acquiror with the Company’s audited financial statements for the twelve-month period ended March 31, 2021 consisting of the Acquisition; provided, that if the Closing occurs after September 30, 2008audited consolidated balance sheets as of such date, the 2008 Audited Financial Statements shall be prepared as of September 30, 2008; provided, further, however, that audited consolidated income statements for the Purchaser shall pay all of the Seller’s and its affiliates reasonable out-of-pocket costs with respect thereto, including the reasonable costs and expenses of consultants. In connection with the audit and review of the 2006 Audited Financial Statements, the 2007 Audited Financial Statementstwelve- month period ended on such date, and the 2008 Audited Financial Statementsaudited consolidated cash flow statements for twelve-month period ended on such date, audited in accordance with the Seller agrees to standards of the PCAOB and containing an unqualified report of the Company’s auditor, together with related pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (ias interpreted by the staff of the SEC) provide KPMG LLP (the “Auditors2021 Financials”) with full and timely assistance and access tono later than July 1, and 2021. Subsequent to examine and make copies of, all books and records the delivery of the Seller relating 2021 Financials, the Company’s consolidated interim financial information for each quarterly period thereafter will be delivered to Acquiror no later than 45 calendar days following the end of each quarterly period, together with related pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). All of the financial statements to be delivered pursuant to this ‎Section 5.4, will be prepared under U.S. GAAP (the “Required Financial Statements”). The Required Financial Statements will be accompanied by a certificate of the Chief Financial Officer of the Company to the Business, effect that all such financial statements fairly present the financial position and authorize the independent auditors for Seller and their affiliates, to provide all work papers, (ii) close the books results of operations of the Business Company as of the date or for the periods indicated, in accordance with U.S. GAAP, (iii) prepare all appropriate income tax provisions, (iv) draft except as otherwise indicated in such statements and subject to year-end audit adjustments. The Company will promptly provide additional Company financial information requested by Acquiror for inclusion in the combined financial statements of the Business, (v) execute reasonable Proxy Statement and customary “representation letters” upon completion of the audit prior any other filings to the issuance of the Auditors’ audit report, (vi) obtain the consent of any auditors required under the Securities Act or the Exchange Act in connection be made by Acquiror with the filing of any Form 8-K by the Purchaser, and (vii) use commercially reasonable efforts to cause any prior accountants to comply with the provisions of this Section 5.16SEC.

Additional Financial Information. (a) If requested by Buyer after the execution thereof, Seller agrees to prepare, and cause Seller's independent accountants to audit (to the extent indicated below), at Buyer's expense, the following financial statements with respect to the CATV Systems, and to prepare related management discussions and analyses (collectively, the "Additional Financial Statement"), conforming with the requirements specified in this Section 5.05: (i) Balance Sheets and income statements and statements of cash flows and changes in equity for such of the years ended December 31, 1994, 1995, 1996 and 1997, together with the required footnotes and the auditor's report thereon, as may be required under Securities and Exchange Commission ("SEC") Regulations S-K and S-X. (ii) An unaudited balance sheet and income statement and statement of cash flows for such interim period ending during 1997 or 1998 as Buyer may request, together with the required footnotes. (b) If necessary in order to enable Buyer to comply with the requirements of SEC Regulation S-K or S-X, Seller shall prepare and cause Seller's independent accountants to audit at Buyer's expense the Additional Financial Statements within sixty (60) days after Buyer's request therefor. (c) The Additional Financial Statements shall be prepared from the books and records of Seller in accordance with generally accepted accounting principles, consistently applied, and in the form required by SEC Regulations S-K and S-X, so as to fairly present the financial condition, results of operations and cash flows of Seller for the periods indicated, and with respect to quarterly financial statements required by this Section 5.05, subject to normal year-end adjustments. (d) Seller agrees to provide, to the extent it is reasonably able to do so, one or more audit representation letters as to the information provided by Seller to its independent accountants in connection with any audit required under this Section 5.05. The representation letter will be in such form and make the representations reasonably required by such independent accountants to enable them to issue an opinion acceptable to the SEC for purposes of any registration statement with respect to the audit of those Additional Financial Statements required to be audited by SEC Regulations S-K and S-X and to be included in such registration statement. Seller shall use its commercially reasonable efforts, and shall efforts to cause its affiliates it controls to use their commercially reasonable efforts to, provide the Purchaser and its affiliates with financial statements and related information (collectively, “Additional Financial Information”) sufficient to permit any of them to fulfill their obligations to include financial disclosure relating to the Business on a timely basis under the Exchange Act, including in (a) the preparation of the audited combined consolidated balance sheets of the Transferred Entities as of September 30, 2006 (the “2006 Audited Financial Statements”), and the related audited combined statements of operations, parent funding and cash flows for the fiscal year then ended (including the notes contained therein or annexed thereto), (b) the preparation of the audited combined consolidated balance sheets of the Transferred Entities as of September 30, 2007 (the “2007 Audited Financial Statements”), and the related audited combined statements of operations, parent funding and cash flows for the period then ended (including the notes contained therein or annexed thereto) and (c) the preparation of the audited combined consolidated balance sheets of the Transferred Entities as of June 30, 2008 (the “2008 Audited Financial Statements”), and the related audited combined consolidated statements of operations, parent funding and cash flows for the period then ended (including the notes contained therein or annexed thereto), in each case as required to be filed by Purchaser under Rule 3-05 of Regulation S-X (under Item 2.01 of Form 8-K) of the Exchange Act as a result of the consummation of the Acquisition; provided, that if the Closing occurs after September 30, 2008, the 2008 Audited Financial Statements shall be prepared as of September 30, 2008; provided, further, however, that the Purchaser shall pay all of the Seller’s and its affiliates reasonable out-of-pocket costs with respect thereto, including the reasonable costs and expenses of consultants. In connection with the audit and review of the 2006 Audited Financial Statements, the 2007 Audited Financial Statements, and the 2008 Audited Financial Statements, the Seller agrees to (i) provide KPMG LLP (the “Auditors”) with full and timely assistance and access to, and to examine and make copies of, all books and records of the Seller relating to the Business, and authorize the independent auditors for Seller and their affiliates, accountants to provide all work papers, (ii) close consents that are necessary for the books inclusion of their opinion and the Business Additional Financial Statements in accordance with GAAP, (iii) prepare all appropriate income tax provisions, (iv) draft the combined financial statements of the Business, (v) execute reasonable and customary “representation letters” upon completion of the audit prior to the issuance of the Auditors’ audit report, (vi) obtain the consent of any auditors required under the Securities Act or the Exchange Act in connection with the filing of any Form 8-K by the Purchaser, and (vii) use commercially reasonable efforts to cause any prior accountants to comply with the provisions of this Section 5.16such registration statement.

Additional Financial Information. The Seller shall use its commercially reasonable efforts, and shall cause its affiliates it controls to use their commercially reasonable efforts to, provide the Purchaser and its affiliates with financial statements and related information (collectively, “Additional Financial Information”) sufficient to permit any of them to fulfill their obligations to include financial disclosure relating to the Business on a timely basis under the Exchange Act, including in (a) The Company shall deliver the preparation audited combined financial statements of the Target Companies as of and for each of the twelve (12) months ended December 31, 2024 and December 31, 2025, consisting of the audited combined consolidated balance sheets sheet of the Transferred Entities Target Companies as of September 30December 31, 2006 (the “2006 Audited Financial Statements”)2024 and December 31, 2025, and the related audited combined statements income statement, changes in stockholders’ equity and statement of operations, parent funding and cash flows for the fiscal year twelve (12) months then ended (including the notes contained therein or annexed thereto), (b) the preparation of the audited combined consolidated balance sheets of the Transferred Entities as of September 30, 2007 (the “2007 Audited Financial Statements”)ended, and the related notes thereto, audited combined statements of operations, parent funding and cash flows for the period then ended (including the notes contained therein or annexed thereto) and (c) the preparation of the audited combined consolidated balance sheets of the Transferred Entities as of June 30, 2008 by a PCAOB qualified auditor in accordance with PCAOB auditing standards (the “2008 Company Audited Financial Statements”), Financials” and the related audited combined consolidated statements of operations, parent funding and cash flows for the period then ended (including the notes contained therein or annexed thereto), in each case as required to be filed by Purchaser under Rule 3-05 of Regulation S-X (under Item 2.01 of Form 8-K) of the Exchange Act as a result of the consummation of the Acquisition; provided, that if the Closing occurs after September 30, 2008, the 2008 Audited Financial Statements shall be prepared as of September 30, 2008; provided, further, however, that the Purchaser shall pay all of the Seller’s and its affiliates reasonable out-of-pocket costs with respect thereto, including the reasonable costs and expenses of consultants. In connection together with the audit and review of the 2006 Audited Company Unaudited Financial Statements, the 2007 “Company Financials”) to the SPAC as soon as reasonably practicable after the date of this Agreement, but no later than forty-five (45) days from the date of this Agreement (the “Audit Delivery Date”). The Company Audited Financial Statements, and the 2008 Audited Financial Statements, the Seller agrees to Financials (i) provide KPMG LLP (the “Auditors”) with full and timely assistance and access to, and to examine and make copies of, all books and records of the Seller relating to the Business, and authorize the independent auditors for Seller and their affiliates, to provide all work papers, (ii) close the books of the Business shall be prepared in accordance with GAAP, (ii) shall fairly present, in all material respects, the financial position, results of operations, members’ deficit and cash flows of the Target Companies, (iii) prepare shall be (A) certified as audited in accordance with GAAP and the standards of the PCAOB by a PCAOB qualified auditor upon the filing of the initial Registration Statement, (B) shall contain an unqualified report of the Target Companies’ auditors, and (C) shall be substantially identical in all appropriate income tax provisionsmaterial respects (except with respect to (1) OTC Revenue and the impact thereof on gross revenue and (2) stock-based compensation) to the Company Unaudited Financial Statements from the same period except that such Company Audited Financials shall include completed going concern, lease accounting, unit base compensation, and related party transactions sections, and (iv) draft shall comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates of delivery (including Regulation S-X or Regulation S-K, as applicable). (b) During the Interim Period, within forty five (45) calendar days following the end of each three-month quarterly period and each fiscal year, the Company shall deliver to SPAC an unaudited combined income statement and an unaudited combined balance sheet of the Target Companies for the period from December 31, 2025 through the end of such quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Company or such principal accounting officer of the Company to the effect that all such financial statements fairly present the consolidated financial position and results of operations of the Target Companies as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes (collectively, the “Interim Financial Information”). From the date hereof through the Closing Date, the Company will also promptly deliver to SPAC copies of any audited combined financial statements of the Business, (v) execute reasonable and customary “representation letters” upon completion of Target Companies that the audit prior to the issuance of the Auditors’ audit report, (vi) obtain the consent of any auditors required under the Securities Act or the Exchange Act in connection with the filing of any Form 8-K by the Purchaser, and (vii) use commercially reasonable efforts to cause any prior Company’s certified public accountants to comply with the provisions of this Section 5.16may issue.

Additional Financial Information. The Seller shall use its commercially reasonable efforts, and shall cause its affiliates it controls to use their commercially reasonable efforts to, provide the Purchaser and its affiliates with financial statements and related information (collectively, “Additional Financial Information”) sufficient to permit any of them to fulfill their obligations to include financial disclosure relating to the Business on a timely basis under the Exchange Act, including in (a) The Company shall deliver the preparation audited financial statements of the Company as of and for each of the twelve (12) months ended December 31, 2023 and December 31, 2024, consisting of the audited combined consolidated balance sheets sheet of the Transferred Entities Company as of September 30December 31, 2006 (the “2006 Audited Financial Statements”)2023 and December 31, 2024, and the related audited combined statements income statement, changes in members’ equity and statement of operations, parent funding and cash flows for the fiscal year twelve (12) months then ended (including the notes contained therein or annexed thereto), (b) the preparation of the audited combined consolidated balance sheets of the Transferred Entities as of September 30, 2007 (the “2007 Audited Financial Statements”)ended, and the related notes thereto, audited combined statements of operations, parent funding and cash flows for the period then ended (including the notes contained therein or annexed thereto) and (c) the preparation of the audited combined consolidated balance sheets of the Transferred Entities as of June 30, 2008 by a PCAOB qualified auditor in accordance with PCAOB auditing standards (the “2008 Audited Financial StatementsFinancials” and together with the Unaudited Financials, the “Company Financials”) to the Purchaser as soon as practicable after the date of this Agreement but no later than March 15, 2025 (the “Audit Delivery Date”), and the related audited combined consolidated statements of operations, parent funding and cash flows for the period then ended . The Audited Financials (including the notes contained therein or annexed thereto), in each case as required to be filed by Purchaser under Rule 3-05 of Regulation S-X (under Item 2.01 of Form 8-Ki) of the Exchange Act as a result of the consummation of the Acquisition; provided, that if the Closing occurs after September 30, 2008, the 2008 Audited Financial Statements shall be prepared as of September 30, 2008; provided, further, however, that the Purchaser shall pay all of the Seller’s and its affiliates reasonable out-of-pocket costs with respect thereto, including the reasonable costs and expenses of consultants. In connection with the audit and review of the 2006 Audited Financial Statements, the 2007 Audited Financial Statements, and the 2008 Audited Financial Statements, the Seller agrees to (i) provide KPMG LLP (the “Auditors”) with full and timely assistance and access to, and to examine and make copies of, all books and records of the Seller relating to the Business, and authorize the independent auditors for Seller and their affiliates, to provide all work papers, (ii) close the books of the Business in accordance with GAAP, (ii) shall fairly present, in all material respects, the financial position, results of operations, members’ deficit and cash flows of the Company, (iii) prepare shall be (A) certified as audited in accordance with GAAP and the standards of the PCAOB by a PCAOB qualified auditor upon the filing of the initial Registration Statement/Proxy, (B) shall contain an unqualified report of the Company’ auditors, and (C) shall be substantially identical in all appropriate income tax provisions, material respects to the Unaudited Financial Statements from the same period and (iv) draft shall comply in all material respects with the combined applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates of delivery (including Regulation S-X or Regulation S-K, as applicable). (b) During the Interim Period, within thirty (30) calendar days following the end of each calendar month, each three-month quarterly period and each fiscal year, the Company shall deliver to the Purchaser an unaudited income statement and an unaudited balance sheet of the Company for the period from December 31, 2024 through the end of such calendar month, quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Company to the effect that all such financial statements fairly present the financial position and results of operations of the Company as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes (collectively, the “Interim Financial Information”). From the date hereof through the Closing Date, the Company will also promptly deliver to the Purchaser copies of any audited financial statements of the Business, (v) execute reasonable and customary “representation letters” upon completion of Company that the audit prior to the issuance of the AuditorsCompany’ audit report, (vi) obtain the consent of any auditors required under the Securities Act or the Exchange Act in connection with the filing of any Form 8-K by the Purchaser, and (vii) use commercially reasonable efforts to cause any prior certified public accountants to comply with the provisions of this Section 5.16may issue.

Additional Financial Information. The Seller shall use its commercially reasonable efforts, and shall cause its affiliates it controls to use their commercially reasonable efforts to, provide the Purchaser and its affiliates with financial statements and related information (collectively, “Additional Financial Information”) sufficient to permit any of them to fulfill their obligations to include financial disclosure relating to the Business on a timely basis under the Exchange Act, including in (a) The Company shall deliver the preparation audited consolidated financial statements of the Company as of and for each of the twelve (12) months ended December 31, 2023 and December 31, 2024, consisting of the audited combined consolidated balance sheets sheet of the Transferred Entities Company as of September 30December 31, 2006 (the “2006 Audited Financial Statements”)2023 and December 31, 2024, and the related audited combined statements consolidated income statement, changes in members’ equity and statement of operations, parent funding and cash flows for the fiscal year twelve (12) months then ended (including the notes contained therein or annexed thereto), (b) the preparation of the audited combined consolidated balance sheets of the Transferred Entities as of September 30, 2007 (the “2007 Audited Financial Statements”)ended, and the related notes thereto, audited combined statements of operations, parent funding and cash flows for the period then ended (including the notes contained therein or annexed thereto) and (c) the preparation of the audited combined consolidated balance sheets of the Transferred Entities as of June 30, 2008 by a PCAOB qualified auditor in accordance with PCAOB auditing standards (the “2008 Audited Financial Statements”), Financials” and the related audited combined consolidated statements of operations, parent funding and cash flows for the period then ended (including the notes contained therein or annexed thereto), in each case as required to be filed by Purchaser under Rule 3-05 of Regulation S-X (under Item 2.01 of Form 8-K) of the Exchange Act as a result of the consummation of the Acquisition; provided, that if the Closing occurs after September 30, 2008, the 2008 Audited Financial Statements shall be prepared as of September 30, 2008; provided, further, however, that the Purchaser shall pay all of the Seller’s and its affiliates reasonable out-of-pocket costs with respect thereto, including the reasonable costs and expenses of consultants. In connection together with the audit and review of the 2006 Audited Unaudited Financial Statements, the 2007 “Company Financials”) to the Purchaser as soon as practicable after the date of this Agreement but no later than forty-five (45) days from the date of this Agreement (the “Audit Delivery Date”). The Audited Financial Statements, and the 2008 Audited Financial Statements, the Seller agrees to Financials (i) provide KPMG LLP (the “Auditors”) with full and timely assistance and access to, and to examine and make copies of, all books and records of the Seller relating to the Business, and authorize the independent auditors for Seller and their affiliates, to provide all work papers, (ii) close the books of the Business shall be prepared in accordance with GAAP, (ii) shall fairly present, in all material respects, the financial position, results of operations, members’ deficit and cash flows of the Company, (iii) prepare shall be (A) certified as audited in accordance with GAAP and the standards of the PCAOB by a PCAOB qualified auditor upon the filing of the initial Registration Statement/Proxy, (B) shall contain an unqualified report of the Company’ auditors, and (C) shall be substantially identical in all appropriate income tax provisionsmaterial respects to the Unaudited Financial Statements from the same period except that such Audited Financials shall include completed going concern, lease accounting, unit base compensation, and related party transactions sections, and (iv) draft shall comply in all material respects with the combined applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates of delivery (including Regulation S-X or Regulation S-K, as applicable). (b) During the Interim Period, within thirty (30) calendar days following the end of each calendar month, each three-month quarterly period and each fiscal year, the Company shall deliver to SPAC an unaudited consolidated income statement and an unaudited consolidated balance sheet of the Target Companies for the period from December 31, 2024 through the end of such calendar month, quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Company to the effect that all such financial statements fairly present the consolidated financial position and results of operations of the Target Companies as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes (collectively, the “Interim Financial Information”). From the date hereof through the Closing Date, the Company will also promptly deliver to SPAC copies of any audited consolidated financial statements of the Business, (v) execute reasonable and customary “representation letters” upon completion of Target Companies that the audit prior to the issuance of the AuditorsTarget Companies’ audit report, (vi) obtain the consent of any auditors required under the Securities Act or the Exchange Act in connection with the filing of any Form 8-K by the Purchaser, and (vii) use commercially reasonable efforts to cause any prior certified public accountants to comply with the provisions of this Section 5.16may issue.

Additional Financial Information. The Seller shall use its commercially reasonable efforts, and shall cause its affiliates it controls to use their commercially reasonable efforts to, provide the Purchaser and its affiliates with financial statements and related information (collectively, “Additional Financial Information”) sufficient to permit any of them to fulfill their obligations to include financial disclosure relating to the Business on a timely basis under the Exchange Act, including in (a) Within thirty (30) calendar days following the preparation end of each calendar month prior to Closing, the Sellers shall deliver to the Purchasers complete copies of unaudited combined balance sheets and related income statements for all of the audited Facilities on a combined consolidated balance sheets basis for the month then ended, together with corresponding year-to-date amounts, which presentation shall be consistent with the provisions of Section 4.10 which are applicable to the Financial Statements. (b) The Purchasers have determined that, after Closing, the business of the Transferred Entities Facilities acquired by the Purchasers will constitute a “significant subsidiary” under Regulation S-X promulgated under the Securities Exchange Act of 1934, as of September 30, 2006 amended (the “2006 Exchange Act”), applying the 20% test for acquisitions. As a result, Purchaser believes that an independent registered public accounting firm must prepare (i) audited financial statements of the Facilities as of the most recent two fiscal year-end periods with respect to the balance sheets and for the most recent three fiscal year periods with the respect to the statements of operations and cash flows (the “Audited Financial Statements”), and the related audited combined (ii) unaudited financial statements of operations, parent funding and cash flows the Facilities for additional periods not covered by the fiscal year then ended (including the notes contained therein or annexed thereto), (b) the preparation of the audited combined consolidated balance sheets of the Transferred Entities as of September 30, 2007 (the “2007 Audited Financial Statements”), and the related audited combined statements of operations, parent funding and cash flows for the period then ended (including the notes contained therein or annexed thereto) and (c) the preparation of the audited combined consolidated balance sheets of the Transferred Entities as of June 30, 2008 (the “2008 Audited Financial Statements”), and the related audited combined consolidated statements of operations, parent funding and cash flows for the period then ended (including the notes contained therein or annexed thereto), in each case as required to be filed by Purchaser under Rule 3-05 of Regulation S-X (under Item 2.01 of Form 8-K) of the Exchange Act as a result of the consummation of the Acquisition; provided, that if the Closing occurs after September 30, 2008, the 2008 Audited Financial Statements shall be prepared as of September 30, 2008; provided, further, however, that the Purchaser shall pay all of the Seller’s and its affiliates reasonable out-of-pocket costs with respect thereto, including the reasonable costs and expenses of consultants. In connection (together with the audit and review of the 2006 Audited Financial Statements, the 2007 Audited “Required Financial Statements”). The Required Financial Statements must be filed with the Securities and Exchange Commission within seventy-five (75) days after Closing. During such period, the Sellers will reasonably cooperate, and cause their affiliates to reasonably cooperate, with the Purchasers and its independent registered public accounting firm to the extent necessary for Seller to prepare the Required Financial Statements, and including providing them reasonable access during normal business hours to the 2008 Audited Financial Statements, the Seller agrees to (i) provide KPMG LLP (the “Auditors”) with full and timely assistance and access to, and to examine and make copies of, all financial books and records of the Seller relating Sellers and their affiliates (wherever located) and answering their questions related specifically to, and to the Businessextent necessary in, the preparation of the Required Financial Statements. The Purchasers shall be responsible for all costs and authorize expenses of the independent auditors for Seller accounting firm in conducting the audit and of all reasonable costs incurred by the Sellers and their affiliates, to provide all work papers, (ii) close affiliates in providing the books of the Business in accordance with GAAP, (iii) prepare all appropriate income tax provisions, (iv) draft the combined financial statements of the Business, (v) execute reasonable cooperation and customary “representation letters” upon completion of the audit prior to the issuance of the Auditors’ audit report, (vi) obtain the consent of any auditors assistance required under the Securities Act or the Exchange Act in connection with the filing of any Form 8-K by the Purchaser, and (vii) use commercially reasonable efforts to cause any prior accountants to comply with the provisions of this Section 5.16Section.