Common use of Additional Financial Statements Clause in Contracts

Additional Financial Statements. (a) Seller, at Buyer's expense for the costs of Pricewaterhouse Coopers LLP and its outside consultants, shall prepare and deliver to Buyer as soon as practicable but not later than in the case of subclauses (i) and (ii) January 14, 2002, and in the case of subclauses (iii) and (iv) February 15, 2002 (i) an audited statement of net assets to be sold as of September 30, 2001 (with comparables as of September 30, 2000), with a report by PricewaterhouseCoopers LLP; (ii) an audited statement of net revenue, cost of revenue and direct operating expenses for the years ended September 30, 2001 (with comparables for the year ended September 30, 2000), with a report by PricewaterhouseCoopers LLP; and (iii) an unaudited statement of net assets to be sold as of December 31, 2001 (with comparables as of December 31, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71; (iv) an unaudited statement of net revenue, cost of revenue and direct operating expenses for the calendar quarter ended December 31, 2001 (with comparables for the calendar quarter ended December 31, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71. Seller will make its representatives and representatives of PricewaterhouseCoopers LLP and its outside consultants available to answer questions relating to the statements to be delivered by Seller; provided that -------- all out-of-pocket costs of PricewaterhouseCoopers LLP and outside consultants incurred by Seller in connection therewith shall be for the account of Buyer. (b) If the Buyer (i) shall be obligated pursuant to the rules of the Securities and Exchange Commission (the "SEC") to provide financial statements with respect to the Business for any period(s) ending after December 31,2001 or as of any date after December 31, 2001 in connection with any filing made pursuant to the Securities Act of 1933 or Exchange Act of 1934 (including as part of the presentation of any required pro forma financial statements) or (ii) shall be advised by the underwriters or initial purchasers in connection with any offering of its securities that such financial statements are advisable in order to assure a successful marketing of such offering, then Seller shall use its commercially reasonable efforts to engage Seller's accountants, PricewaterhouseCoopers LLC, so long as they are independent for purposes of the Securities Act of 1933, or another "Big 5" accounting firm or other nationally recognized accounting firm reasonably acceptable to Buyer, to conducting an audit of, or if no audit is required, to perform the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 71, Interim Financial Information, with respect to, such financial information and (to the extent required by the SEC or deemed advisable by the underwriters or initial purchasers) the comparable period in the prior year and shall use reasonable commercial efforts to facilitate any such audit or review. Seller will also reasonably cooperate with Buyer, in connection with any such filing, or filing of any statement delivered pursuant to subsection (a) hereof, or financing, and shall use reasonable commercial efforts to cause any accounting firm referred to above to provide such reasonable cooperation as well; provided that all costs incurred by Seller in connection with cooperating -------- with Buyer (including any audit or review by PricewaterhouseCoopers LLC and consultants) shall be for the account of Buyer.

Additional Financial Statements. Seller shall provide to Buyer, (aA) Selleraudited consolidated financial statements, at Buyer's expense including the consolidated balance sheets and related consolidated statements of income, cash flows and (either as a separate statement or in a footnote) equity (or net investment or similarly comparable statement) (together with notes thereto) of the Business Group as of and for the costs of Pricewaterhouse Coopers LLP years ended December 31, 2015 and its outside consultantsDecember 31, 2016 (collectively, the “Additional Audited Financial Statements”), which Seller shall prepare and deliver use best efforts to provide to Buyer as soon as practicable after the date hereof (but not which shall be provided no later than June 1, 2017), (B) unaudited consolidated financial statements, including the consolidated balance sheet and related consolidated statements of income, cash flows and (either as a separate statement or in a footnote) equity (or net investment or similarly comparable statement) (together with notes thereto) of the Business Group as of the end of and for the first quarterly period ended after the most recent fiscal year covered by the Additional Audited Financial Statements (and, in the case of subclauses this clause (iB), as of the end of and for the corresponding period of the prior fiscal year), which shall have been reviewed by the independent accountants of Seller in accordance with AS 4105 (formerly SAS 100) (collectively, the “Additional Unaudited Financial Statements” and, together with the Additional Audited Financial Statements, the “Additional Financial Statements”), which Additional Unaudited Financial Statements shall be provided to Buyer as soon as practicable (but which shall be provided no later than June 1, 2017) and (iiC) January 14unaudited consolidated monthly balance sheet and related consolidated statements of income of the Business Group as of and for each monthly period ended after December 31, 20022016 and at least 15 days prior to the Closing, which shall be provided to Buyer no later than 15 days after the end of each such month, in each case prepared on an as-managed basis. The Additional Financial Statements shall be prepared in accordance with GAAP consistently applied for the periods and as of the dates indicated in such financial statements, and shall present fairly, in all material respects, the financial position and results of operations of the Business Group, for the period and as of the dates indicated therein (subject, in the case of subclauses (iii) and (iv) February 15the Additional Unaudited Financial Statements, 2002 (i) an audited statement of net assets to normal year-end adjustments, which are not expected to be sold as of September 30, 2001 (with comparables as of September 30, 2000material in nature or amount), with a report by PricewaterhouseCoopers LLP; (ii) an audited statement of net revenue, cost of revenue and direct operating expenses for the years ended September 30, 2001 (with comparables for the year ended September 30, 2000), with a report by PricewaterhouseCoopers LLP; and (iii) an unaudited statement of net assets to . The Additional Financial Statements shall not be sold as of December 31, 2001 (with comparables as of December 31, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71; (iv) an unaudited statement of net revenue, cost of revenue and direct operating expenses for the calendar quarter ended December 31, 2001 (with comparables for the calendar quarter ended December 31, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71. Seller will make its representatives and representatives of PricewaterhouseCoopers LLP and its outside consultants available to answer questions relating to the statements to be delivered by Seller; provided that -------- all out-of-pocket costs of PricewaterhouseCoopers LLP and outside consultants incurred by Seller in connection therewith shall be for the account of Buyer. (b) If the Buyer (i) shall be obligated pursuant to the rules of the Securities and Exchange Commission (the "SEC") to provide financial statements with respect to the Business for any period(s) ending after December 31,2001 or as of any date after December 31, 2001 in connection with any filing made pursuant to the Securities Act of 1933 or Exchange Act of 1934 (including as part of the presentation of any required pro forma financial statements) or (ii) shall be advised by the underwriters or initial purchasers in connection with any offering of its securities that such financial statements are advisable in order to assure a successful marketing of such offering, then Seller shall use its commercially reasonable efforts to engage Seller's accountants, PricewaterhouseCoopers LLC, so long as they are independent used for purposes of the Securities Act any calculation of 1933, or another "Big 5" accounting firm or other nationally recognized accounting firm reasonably acceptable to Buyer, to conducting an audit of, or if no audit is required, to perform the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 71, Interim Financial Information, with respect to, such financial information and (to the extent required by the SEC or deemed advisable by the underwriters or initial purchasers) the comparable period in the prior year and shall use reasonable commercial efforts to facilitate any such audit or review. Seller will also reasonably cooperate with Buyer, in connection with any such filing, or filing of any statement delivered Working Capital pursuant to subsection (a) hereof, or financing, and shall use reasonable commercial efforts to cause any accounting firm referred to above to provide such reasonable cooperation as well; provided that all costs incurred by Seller in connection with cooperating -------- with Buyer (including any audit or review by PricewaterhouseCoopers LLC and consultants) shall be for the account of Buyerthis Agreement.

Additional Financial Statements. (a) SellerWithin sixty (60) days following the date hereof, the Company shall, at Buyer's expense for Purchaser’s sole expense, provide to Purchaser an updated audit of the costs consolidated balance sheets of Pricewaterhouse Coopers LLP the Company and its outside consultantsthe Company Subsidiaries as of June 30, shall prepare 2023 and deliver to Buyer as soon as practicable but not later than in the case of subclauses (i) related consolidated income statements, cash flow statements and (ii) January 14, 2002, and in the case of subclauses (iii) and (iv) February 15, 2002 (i) an audited statement of net assets to be sold as changes in equity for each of September 30the fiscal years then ended, 2001 (with comparables as of September 30, 2000)including the notes thereto, with a report by PricewaterhouseCoopers LLP; such audit prepared in accordance with US GAAS (iithe “Re-Audited Financial Statements”). The Re-Audited Financial Statements shall be prepared in accordance with and based upon the books and records of the Company and the Company Subsidiaries. (b) an audited statement Within seventy-five (75) days following the date hereof, the Company shall provide to Purchaser the unaudited balance sheet of net revenue, cost of revenue the Company and direct operating expenses for the years ended September 30, 2001 (with comparables for the year ended September 30, 2000), with a report by PricewaterhouseCoopers LLP; and (iii) an unaudited statement of net assets to be sold Company Subsidiaries as of December 31, 2001 (with comparables as of December 312023, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71; (iv) an unaudited and the related income statement, cash flow statement and statement of net revenue, cost of revenue and direct operating expenses changes in equity for the calendar quarter six (6) month period ended December 31, 2001 (with comparables for 2023, including the calendar quarter ended December 31notes thereto, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to in accordance with U.S. AICPA SAS #71. Seller will make its representatives and representatives of PricewaterhouseCoopers LLP and its outside consultants available to answer questions relating to the statements to be delivered by Seller; provided that -------- all out-of-pocket costs of PricewaterhouseCoopers LLP and outside consultants incurred by Seller in connection therewith shall be for the account of Buyer100 standards. (bc) Within sixty (60) days following the date hereof, the Company shall provide to Purchaser the profit and loss statement of the Company and the Company Subsidiaries as of March 31, 2024, for the three (3) month period ended March 31, 2024. (d) If the Buyer (i) Closing has not occurred on or prior to August 1, 2024, the Company shall be obligated pursuant engage PricewaterhouseCoopers, at Purchaser’s sole expense to the rules conduct an audit of the Securities consolidated balance sheet of the Company and Exchange Commission the Company Subsidiaries as of June 30, 2023 and June 30, 2024, and the related consolidated income statements and cash flow statements for each of the fiscal years then ended including the notes thereto, with such audit prepared in accordance with US GAAS (the "SEC") to provide financial statements with respect to the Business for any period(s) ending after December 31,2001 or as of any date after December 31, 2001 in connection with any filing made pursuant to the Securities Act of 1933 or Exchange Act of 1934 (including as part of the presentation of any required pro forma financial statements) or (ii) shall be advised by the underwriters or initial purchasers in connection with any offering of its securities that such financial statements are advisable in order to assure a successful marketing of such offering, then Seller “Additional Audited Financial Statements”). The Company shall use its commercially reasonable efforts to engage Seller's accountantsprovide Purchaser with the Additional Audited Financial Statements by the date reasonably requested by Purchaser but in any event no later than October 15, PricewaterhouseCoopers LLC, so long as they are independent for purposes 2024. The Additional Audited Financial Statements shall be prepared in accordance with and based upon the books and records of the Securities Act of 1933, or another "Big 5" accounting firm or other nationally recognized accounting firm reasonably acceptable to Buyer, to conducting an audit of, or if no audit is required, to perform Company and the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 71, Interim Financial Information, with respect to, such financial information and (to the extent required by the SEC or deemed advisable by the underwriters or initial purchasers) the comparable period in the prior year and shall use reasonable commercial efforts to facilitate any such audit or review. Seller will also reasonably cooperate with Buyer, in connection with any such filing, or filing of any statement delivered pursuant to subsection (a) hereof, or financing, and shall use reasonable commercial efforts to cause any accounting firm referred to above to provide such reasonable cooperation as well; provided that all costs incurred by Seller in connection with cooperating -------- with Buyer (including any audit or review by PricewaterhouseCoopers LLC and consultants) shall be for the account of BuyerCompany Subsidiaries.

Additional Financial Statements. (a) Seller, at Buyer's expense for the costs of Pricewaterhouse Coopers LLP and its outside consultants, shall Seller will prepare and deliver engage Ernst & Young LLP, its independent accountants, to Buyer as soon as practicable but not later than in the case of subclauses (i) and (ii) January 14audit, 2002, and in the case of subclauses (iii) and (iv) February 15, 2002 (i) an audited statement of net assets to be sold as of September 30, 2001 (with comparables as of September 30, 2000), with a report by PricewaterhouseCoopers LLP; (ii) an audited statement of net revenue, cost of revenue and direct operating expenses for the years ended September 30, 2001 (with comparables for the year ended September 30, 2000), with a report by PricewaterhouseCoopers LLP; and (iii) an unaudited statement of net assets to be sold as of December 31, 2001 (with comparables as of December 31, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71; (iv) an unaudited statement of net revenue, cost of revenue and direct operating expenses for the calendar quarter ended December 31, 2001 (with comparables for the calendar quarter ended December 31, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71. Seller will make its representatives and representatives of PricewaterhouseCoopers LLP and its outside consultants available to answer questions relating to the statements to be delivered by Seller; provided that -------- all out-of-pocket costs of PricewaterhouseCoopers LLP and outside consultants incurred by Seller in connection therewith shall be for the account of Buyer. (b) If the Buyer (i) shall be obligated pursuant to the rules of the Securities and Exchange Commission (the "SEC") to provide financial statements with respect to the Business for any period(s) ending after December 31,2001 periods prior to the Closing that are required to be filed by Buyer pursuant to the Securities Act or the Securities Exchange Act of 1934 (collectively, the “Additional Financial Statements”), including the balance sheet of the Business as of any date after December 31, 2001 2002 and the related statements of income, shareholders’ equity, and cash flows as of and for the fiscal year ended December 31, 2002, that are required to be filed by Buyer in connection with its Form 8-K with respect to the transactions contemplated by this Agreement (collectively, the “8-K Financial Statements”). Seller shall take all actions necessary to enable its independent accountants to promptly complete the audit of the Additional Financial Statements and will cause its independent accountants to deliver to Buyer its report on the 8-K Financial Statements, together with the consent of its independent accountants described in Section 5.5(b) with respect to the 8-K Financial Statements, within seventy days after the Closing Date. The Additional Financial Statements shall be prepared from the books and records of Seller in accordance with GAAP and the Rules and Regulations of the SEC, including SEC Regulations S-K and S-X (regardless of whether such regulations apply), so as to fairly present the financial position, results of operations, and cash flows of the Business for the periods indicated. (b) Seller agrees to provide audit representation letters as to the information provided by Seller to its independent accountants in connection with any audit of the Additional Financial Statements. The representation letters will be in such form and make the representations reasonably required by such independent accountants to enable them to issue a report acceptable to the SEC (notwithstanding that SEC review thereof may not be required). Seller consents, and covenants that its independent accountants will consent, to the inclusion of the Additional Financial Statements in any report, registration statement, private placement memorandum, information memorandum, offering memorandum, or other offering or disclosure document. Seller will also provide, at Buyer’s expense, comfort letters or similar documentation reasonably requested by the underwriters or placement agents in connection with any securities offering for which Additional Financial Statements are required. (c) Seller will cooperate with Buyer and its counsel and independent accountants (at Buyer’s sole cost and expense, except as provided in Section 5.5(d)) in connection with any filing to be made pursuant by Buyer with the SEC, including by providing Buyer with any information relating to the Securities Act Business that Buyer may reasonably request. (d) The cost of 1933 or Exchange Act any audit and the preparation of 1934 (including as part any of the presentation 8-K Financial Statements shall be paid by Seller. Upon the delivery to Buyer of the 8-K Financial Statements together with the report on the 8-K Financial Statements and the consent of Seller’s independent accountants described in Section 5.5(b) with respect to the 8-K Financial Statements, Buyer agrees to reimburse Seller for one-half of the fees charged to Seller by its independent accountants with respect to the 8-K Financial Statements; provided, however, that Buyer’s liability under this Section 5.5(d) shall not exceed $50,000. The cost of any required pro forma financial statements) or (ii) audit and the preparation of any Additional Financial Statements other than the 8-K Financial Statements shall be advised paid by Buyer. (e) If Seller fails to deliver the underwriters 8-K Financial Statements or initial purchasers in connection with any offering of to cause its securities that such financial statements are advisable in order independent accountants to assure a successful marketing of such offering, then Seller shall use its commercially reasonable efforts to engage Seller's accountants, PricewaterhouseCoopers LLC, so long as they are independent for purposes of deliver their report on the Securities Act of 1933, or another "Big 5" accounting firm or other nationally recognized accounting firm reasonably acceptable 8-K Financial Statements to Buyer, to conducting an audit of, or if no audit is required, to perform together with the procedures specified by the American Institute consent of Certified Public Accountants for a review of interim financial information as its independent accountants described in Statement of Auditing Standards No. 71, Interim Financial Information, Section 5.5(b) with respect to, such financial information and (to the extent required 8-K Financial Statements, within seventy days after the Closing Date, the Purchase Price will be reduced by the SEC or deemed advisable by the underwriters or initial purchasers$1,000,000. (f) the comparable period in the prior year and shall use reasonable commercial efforts to facilitate any such audit or review. Seller will also reasonably cooperate with Buyer, authorize and direct its independent accountants to respond to any inquiries from Buyer concerning their progress in connection with any such filing, or filing of any statement delivered pursuant to subsection (a) hereof, or financing, auditing the 8-K Financial Statements and shall use reasonable commercial efforts to cause any accounting firm referred to above to provide such reasonable cooperation as well; provided that all costs incurred by Seller in connection Buyer with cooperating -------- with Buyer (including any audit or review by PricewaterhouseCoopers LLC and consultants) shall be periodic estimates for the account date of Buyercompletion of the 8-K Financial Statements.

Additional Financial Statements. (a) SellerAs promptly as practicable following the execution of this Agreement (using reasonable best efforts to comply by the date that is twenty-one (21) calendar days after the date of this Agreement), at Buyer's expense for the costs of Pricewaterhouse Coopers LLP and its outside consultants, Cosmo shall prepare and deliver to Buyer as soon as practicable but not later than in the case Salix true and complete copies of subclauses (i) selected financial data of the Business for the five (5) years ended December 31, 2013, as required by Form S-4 and Regulation S-X under the Securities Act, (ii) January 14, 2002, and in audited consolidated balance sheets of the case of subclauses (iii) and (iv) February 15, 2002 (i) an audited statement of net assets to be sold as of September 30, 2001 (with comparables as of September 30, 2000), with a report by PricewaterhouseCoopers LLP; (ii) an audited statement of net revenue, cost of revenue and direct operating expenses for the years ended September 30, 2001 (with comparables for the year ended September 30, 2000), with a report by PricewaterhouseCoopers LLP; and (iii) an unaudited statement of net assets to be sold Business as of December 31, 2001 (with comparables as of 2011, December 31, 20002012 and December 31, 2013, and the related audited statements of income and statements cash flows of the Business for the fiscal years ending on December 31, 2011, December 31, 2012 and December 31, 2013 (the “Additional Audited Financial Statements”), (iii) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71; the unaudited consolidated balance sheets of the Business as of June 30, 2013 and June 30, 2014 and the related unaudited statement of income and statement cash flows of the Business for the six month periods ending on June 30, 2013 and June 30, 2014 in each case including any notes thereto, and (iv) such additional financial and related information as Salix shall request for preparation of pro forma financial information meeting the requirements of Form S-4 and Article 11 of Regulation S-X under the Securities Act in connection with the Transactions. The Additional Audited Financial Statements shall have been audited by an independent accounting firm that is registered and in good standing with the Public Company Accounting Oversight Board. In addition, as promptly as practicable following the date of this Agreement, Cosmo shall deliver to Salix the unaudited consolidated balance sheet of Tech as of June 30, 2014 (the “Latest Balance Sheet”), and the related unaudited statement of net revenue, cost income and statement cash flows of revenue and direct operating expenses Tech for the calendar quarter ended December 31period ending on June 30, 2001 2014 (together with comparables for the calendar quarter ended December 31Latest Balance Sheet, 2000the “Unaudited Financial Statements”) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71in each case, including any notes thereto. Seller will make its representatives The Unaudited Financial Statements shall have been prepared from and representatives in all material respects in accordance with the Books and Records of PricewaterhouseCoopers LLP the Cosmo Parties, the Continuing Affiliates and its outside consultants available to answer questions relating to the statements to be delivered by Seller; provided that -------- all out-of-pocket costs of PricewaterhouseCoopers LLP and outside consultants incurred by Seller in connection therewith shall be for the account of BuyerBusiness. (b) If From the Buyer (i) date hereof through the Effective Time, Cosmo shall be obligated pursuant furnish to Salix, concurrently with the delivery thereof to management of Cosmo or any of its Subsidiaries, such monthly, biannual and annual financial statements and data relating to the rules Tech Group Entities or the Business as are prepared for distribution to management of Cosmo or any its Subsidiaries and as are required by Form S-4 and Regulation S-X under the Securities and Exchange Commission (the "SEC") to provide financial statements with respect to the Business for any period(s) ending after December 31,2001 or as of any date after December 31, 2001 Act in connection with any filing made pursuant to the Securities Act of 1933 or Exchange Act of 1934 (including as part of the presentation of any required pro forma financial statements) or (ii) shall be advised by the underwriters or initial purchasers in connection with any offering of its securities that such Transactions. The financial statements are advisable in order to assure a successful marketing of such offering, then Seller shall use its commercially reasonable efforts to engage Seller's accountants, PricewaterhouseCoopers LLC, so long as they are independent for purposes of the Securities Act of 1933, or another "Big 5" accounting firm or other nationally recognized accounting firm reasonably acceptable to Buyer, to conducting an audit of, or if no audit is required, to perform the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 71, Interim Financial Information, with respect to, such financial information and (to the extent required by the SEC or deemed advisable by the underwriters or initial purchasers) the comparable period in the prior year and shall use reasonable commercial efforts to facilitate any such audit or review. Seller will also reasonably cooperate with Buyer, in connection with any such filing, or filing of any statement data delivered pursuant to subsection (a) hereof, or financing, and shall use reasonable commercial efforts to cause any accounting firm referred to above to provide such reasonable cooperation as well; provided that all costs incurred by Seller in connection with cooperating -------- with Buyer (including any audit or review by PricewaterhouseCoopers LLC and consultants) shall be for this Section 5.22 being the account of Buyer“Additional Financial Statements”.

Additional Financial Statements. In the event Purchaser reasonably determines that in order to comply with applicable laws, including, without limitation, Purchaser's reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (pursuant to contractual obligations or otherwise), Purchaser must obtain audited financial statements of Seller with respect to the operations of the Hospital (a) Seller, at Buyer's expense as of and for the costs of Pricewaterhouse Coopers LLP and its outside consultants, shall prepare and deliver to Buyer as soon as practicable but not later than in the case of subclauses (i) and (ii) January 14, 2002, and in the case of subclauses (iii) and (iv) February 15, 2002 (i) an audited statement of net assets to be sold as of September 30, 2001 (with comparables as of September 30, 2000), with a report by PricewaterhouseCoopers LLP; (ii) an audited statement of net revenue, cost of revenue and direct operating expenses for the years ended September 30, 2001 (with comparables for the year ended September 30, 2000), with a report by PricewaterhouseCoopers LLP; and (iii) an unaudited statement of net assets to be sold as of December 31, 2001 (with comparables as of December 31, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71; (iv) an unaudited statement of net revenue, cost of revenue and direct operating expenses for the calendar quarter twelve month period ended December 31, 2001 2000 or (b) as of and for periods ended after December 31, 2002, if requested by Purchaser, Seller shall provide Purchaser as soon as reasonably practicable with comparables such additional audited financial statements, which shall be accompanied by the unqualified opinion of KPMG (the "Additional Audited Financial Statements"). Seller shall provide Purchaser as soon as reasonably practicable, but in any event within forty-five (45) days after the Closing, with unaudited financial statements of Seller with respect to the operations of the Hospital as of and for the calendar quarter three months ended December 31, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #712002 and December 31, 2003 (the "Additional Unaudited Financial Statements"). The Additional Audited Financial Statements and Additional Unaudited Financial Statements will fairly present the financial position and results of operations of Seller will make its representatives and representatives of PricewaterhouseCoopers LLP and its outside consultants available to answer questions relating with respect to the statements operation of the Hospital as of and for the periods then ended. The Additional Audited Financial Statements and Additional Unaudited Financial Statements shall be prepared in conformity with GAAP (except, with respect to be delivered the Additional Unaudited Financial Statements, as permitted by Regulation S-X promulgated under the Exchange Act) and shall meet the requirements of Regulation S-X promulgated under the Exchange Act. Purchaser shall bear (x) all costs and expenses related to the preparation and delivery of the Additional Audited Financial Statements and (y) all of Seller; provided that -------- all 's out-of-pocket costs and expenses related to the preparation and delivery of PricewaterhouseCoopers LLP and outside consultants incurred by Seller the Additional Unaudited Financial Statements. In the event Purchaser reasonably determines that in connection therewith shall be for order to comply with applicable laws, including, without limitation, Purchaser's reporting obligations under the account of Buyer. Exchange Act (b) If the Buyer (i) shall be obligated pursuant to the rules of the Securities and Exchange Commission (the "SEC") to provide contractual obligations or otherwise), Purchaser must obtain unaudited financial statements of Seller with respect to the Business for any period(s) ending after December 31,2001 or as of any date after December 31, 2001 in connection with any filing made pursuant to the Securities Act of 1933 or Exchange Act of 1934 (including as part operations of the presentation of any required pro forma financial statements) or (ii) shall be advised Hospital for additional periods not covered by the underwriters or initial purchasers in connection with any offering of its securities that such financial statements are advisable in order to assure a successful marketing of such offeringAdditional Unaudited Financial Statements (the "Other Unaudited Financial Statements"), then Seller shall use its commercially reasonable good faith efforts to engage Seller's accountants, PricewaterhouseCoopers LLC, so long as they are independent for purposes of the Securities Act of 1933, or another "Big 5" accounting firm or other nationally recognized accounting firm reasonably acceptable to Buyer, to conducting an audit of, or if no audit is required, to perform the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 71, Interim Financial Information, cooperate with respect to, such financial information and (to the extent required by the SEC or deemed advisable by the underwriters or initial purchasers) the comparable period Purchaser in the prior year and shall use reasonable commercial efforts to facilitate any preparation of such audit or review. Seller will also reasonably cooperate with BuyerOther Unaudited Financial Statements, in connection with any such filing, or filing the cost of any statement delivered pursuant to subsection (a) hereof, or financing, and shall use reasonable commercial efforts to cause any accounting firm referred to above to provide such reasonable cooperation as well; provided that all costs incurred by Seller in connection with cooperating -------- with Buyer (including any audit or review by PricewaterhouseCoopers LLC and consultants) which shall be for the account of Buyerborne by Purchaser.

Additional Financial Statements. (a) SellerFor each fiscal quarter ending on or after September 30, at Buyer's expense for 2010 and on or before the costs date that is forty (40) days prior to the Closing Date, Seller shall cause to be delivered within forty (40) days after the last day of Pricewaterhouse Coopers LLP and its outside consultants, shall prepare and deliver such fiscal quarter to Buyer as soon as practicable but an unaudited comparative consolidated balance sheet at the last day of such fiscal quarter, unaudited comparative consolidated statements of income and unaudited consolidated statements of cash flows, for such quarter and the year-to-date period then ended, in each case, prepared in accordance with GAAP, except that such unaudited financial statements shall not later than contain footnotes and shall be subject to normal and recurring year end adjustments that are not expected to be material in the case of subclauses (i) and (ii) January 14, 2002amount, and in each case shall be prepared accordance with Regulation S-X under the case of subclauses Securities Act (iii) and (iv) February 15, 2002 (i) an audited statement of net assets to be sold as of September 30, 2001 (with comparables as of September 30, 2000), with a report by PricewaterhouseCoopers LLP; (ii) an audited statement of net revenue, cost of revenue and direct operating expenses including for the years ended September 30, 2001 (with comparables comparable quarter and the comparable year-to-date periods for the year ended September 30prior year) (collectively, 2000the “Interim Financial Statements”), with a report by PricewaterhouseCoopers LLP; and (iii) an unaudited statement of net assets to be sold as of December 31, 2001 (with comparables as of December 31, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71; (iv) an unaudited statement of net revenue, cost of revenue and direct operating expenses for the calendar quarter ended December 31, 2001 (with comparables for the calendar quarter ended December 31, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71. Seller will make its representatives and representatives of PricewaterhouseCoopers LLP and its outside consultants available to answer questions relating to the statements to be delivered by Seller; provided that -------- all out-of-pocket costs of PricewaterhouseCoopers LLP and outside consultants incurred by Seller in connection therewith shall be for the account of Buyer. (b) If the Closing shall not have occurred prior to January 31, 2011, Seller shall cause to be delivered on or prior to January 31, 2011 to Buyer (i) shall be obligated pursuant to an unaudited consolidated balance sheet for the rules of the Securities and Exchange Commission (the "SEC") to provide financial statements with respect to the Business for any period(s) ending after December 31,2001 or as of any date after fiscal year ended December 31, 2001 in connection with any filing made pursuant 2010 and the related unaudited consolidated statements of operations and cash flows for the period then ended. If the Closing shall not have occurred prior to April 1, 2011, Seller shall caused to be delivered on April 1, 2011 the Securities Act audited consolidated balance sheet as at December 31, 2010, and the related audited consolidated statements of 1933 or Exchange Act of 1934 (including as part of operations and cash flows for the presentation of any required pro forma financial statements) or (ii) shall be advised by the underwriters or initial purchasers in connection with any offering of its securities that year then ended. All such financial statements shall be prepared in accordance with GAAP, consistently applied throughout the periods involved, except (x) as may be indicated in the footnotes to such financial statements and (y) that the unaudited financial statements shall not contain footnotes and shall be subject to normal and recurring year end adjustments that are advisable not expected to be material in order to assure a successful marketing of such offeringamount, then Seller and in each case shall use its commercially reasonable efforts to engage Seller's accountants, PricewaterhouseCoopers LLC, so long as they are independent for purposes of be prepared in accordance with Regulation S-X under the Securities Act of 1933, or another "Big 5" accounting firm or other nationally recognized accounting firm reasonably acceptable to Buyer, to conducting an audit of, or if no audit is required, to perform the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 71, Interim Financial Information, with respect to, such financial information and (to the extent required by the SEC or deemed advisable by the underwriters or initial purchasers) the comparable period in the prior year and shall use reasonable commercial efforts to facilitate any such audit or review. Seller will also reasonably cooperate with Buyer, in connection with any such filing, or filing of any statement delivered pursuant to subsection (a) hereof, or financing, and shall use reasonable commercial efforts to cause any accounting firm referred to above to provide such reasonable cooperation as well; provided that all costs incurred by Seller in connection with cooperating -------- with Buyer (including any audit or review by PricewaterhouseCoopers LLC and consultants) shall be for the account of BuyerAct.

Additional Financial Statements. Seller and the Company shall use commercially reasonable efforts to cause Deloitte LLP (aas their independent accountants) Seller, at Buyer's expense for the costs of Pricewaterhouse Coopers LLP and its outside consultants, shall prepare and deliver to Buyer as soon as practicable but not later than in the case of subclauses (i) complete the audit of the (A) balance sheets of each of FutureScripts and FutureScripts Secure at December 31, 2009 and (B) related statements of earnings and cash flows of each of FutureScripts and FutureScripts Secure for the fiscal year ended December 31, 2009 and (ii) January 14deliver an unqualified opinion with respect to such balance sheets and statements of earnings and cash flows (any such balance sheets, 2002statements of earnings and cash flows and opinions, collectively, the “Audited Financial Statements”) and to deliver to the Purchaser as promptly as practicable, and in any event within three (3) Business Days of receipt thereof the case Audited Financial Statements. In the event that the Closing occurs on or after November 1, 2010, Seller and the Company shall prepare and furnish to Purchaser the unaudited balance sheets and related statements of subclauses (iii) earnings and (iv) February 15, 2002 (i) an audited statement cash flows of net assets to be sold as each of September 30, 2001 (with comparables as of September 30, 2000), with a report by PricewaterhouseCoopers LLP; (ii) an audited statement of net revenue, cost of revenue FutureScripts and direct operating expenses FutureScripts Secure for the years nine (9) month period ended September 30, 2001 2010 (with comparables for the year ended “Unaudited September 30, 20002010 Financial Statements”). Parent, with a report by PricewaterhouseCoopers LLP; Seller and (iii) an unaudited statement of net assets to be sold as of December 31, 2001 (with comparables as of December 31, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71; (iv) an unaudited statement of net revenue, cost of revenue and direct operating expenses for the calendar quarter ended December 31, 2001 (with comparables for the calendar quarter ended December 31, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71. Seller will make its representatives and representatives of PricewaterhouseCoopers LLP and its outside consultants available to answer questions relating to the statements to be delivered by Seller; provided that -------- all out-of-pocket costs of PricewaterhouseCoopers LLP and outside consultants incurred by Seller in connection therewith shall be for the account of Buyer. (b) If the Buyer (i) shall be obligated pursuant to the rules of the Securities and Exchange Commission (the "SEC") to provide financial statements with respect to the Business for any period(s) ending after December 31,2001 or as of any date after December 31, 2001 in connection with any filing made pursuant to the Securities Act of 1933 or Exchange Act of 1934 (including as part of the presentation of any required pro forma financial statements) or (ii) shall be advised by the underwriters or initial purchasers in connection with any offering of its securities that such financial statements are advisable in order to assure a successful marketing of such offering, then Seller Company shall use its commercially reasonable efforts to engage Seller's accountantsprepare and furnish the Purchaser with any other financial and other pertinent information regarding the Company as may be reasonably requested by the Purchaser, PricewaterhouseCoopers LLCincluding all financial statements and financial data, so long as they are independent for purposes in each case of the type required by Regulation S-X and Regulation S-K under the Securities Act of 1933, or another "Big 5" accounting firm or other nationally recognized accounting firm reasonably acceptable in order for the Purchaser to Buyer, to conducting an audit of, or if no audit is required, to perform the procedures specified by the American Institute of Certified Public Accountants for a review of interim comply with its financial information reporting obligations as described in Statement of Auditing Standards No. 71, Interim Financial Information, with respect to, such financial information and (to the extent required established by the SEC or deemed advisable under the Exchange Act. Parent and Seller shall provide the Purchaser and its representatives with such cooperation and information as they shall reasonably request in order for the Purchaser to comply with its obligations as established by the underwriters or initial purchasers) SEC under the comparable period in Securities Act and the prior year and shall use reasonable commercial efforts to facilitate any such audit or review. Seller will also reasonably cooperate with Buyer, in connection with any such filing, or filing of any statement delivered pursuant to subsection (a) hereof, or financing, and shall use reasonable commercial efforts to cause any accounting firm referred to above to provide such reasonable cooperation as well; provided that all costs incurred by Seller in connection with cooperating -------- with Buyer (including any audit or review by PricewaterhouseCoopers LLC and consultants) shall be for the account of BuyerExchange Act.

Additional Financial Statements. (a) Seller, at Buyer's expense for the costs of Pricewaterhouse Coopers LLP and its outside consultants, shall prepare and deliver The Company will provide to Buyer Parent as soon as practicable but not later than available and in any event within 45 days after the case end of subclauses each of the Company’s fiscal quarters which ends prior to the Closing Date, an unaudited balance sheet as of the end of that fiscal quarter and the related statements of income or operations, cash flows and stockholders’ or other owners’ equity for that fiscal quarter (i) setting forth in comparative form the figures for the Company’s previous fiscal year and (ii) January 14prepared on the same combined, 2002, and consolidated or other basis on which the Financial Statements were prepared in accordance with GAAP applied on a basis consistent (A) throughout the case of subclauses periods indicated (iiiexcepting footnotes) and (ivB) February 15with the basis on which the Financial Statements, 2002 (i) an audited statement of net assets to be sold as of September 30including the Most Recent Balance Sheet, 2001 (with comparables as of September 30, 2000), with a report by PricewaterhouseCoopers LLP; (ii) an audited statement of net revenue, cost of revenue and direct operating expenses for the years ended September 30, 2001 (with comparables for the year ended September 30, 2000), with a report by PricewaterhouseCoopers LLP; and (iii) an unaudited statement of net assets to be sold as of December 31, 2001 (with comparables as of December 31, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71; (iv) an unaudited statement of net revenue, cost of revenue and direct operating expenses for the calendar quarter ended December 31, 2001 (with comparables for the calendar quarter ended December 31, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71. Seller will make its representatives and representatives of PricewaterhouseCoopers LLP and its outside consultants available to answer questions relating to the statements to be delivered by Seller; provided that -------- all out-of-pocket costs of PricewaterhouseCoopers LLP and outside consultants incurred by Seller in connection therewith shall be for the account of Buyerwere prepared. (b) If The Company will provide to Parent as soon as available and in any event within 45 days after the Buyer end of each of Bully 1, Ltd.’s fiscal quarters which ends prior to the Closing Date, an unaudited balance sheet as of the end of that fiscal quarter and the related statements of income or operations, cash flows and stockholders’ or other owners’ equity for that fiscal quarter (i) shall be obligated pursuant setting forth in comparative form the figures for Bully 1, Ltd.’s previous fiscal year and (ii) prepared on the same combined, consolidated or other basis on which the Bully 1 Financial Statements were prepared in accordance with GAAP applied on a basis consistent (A) throughout the periods indicated (excepting footnotes) and (B) with the basis on which the Bully 1 Financial Statements, including the balance sheet as of March 31, 2010, were prepared. (c) The Company will provide to Parent as soon as available and in any event within 45 days after the end of each of Bully 2, Ltd.’s fiscal quarters which ends prior to the rules Closing Date, an unaudited balance sheet as of the end of that fiscal quarter and the related statements of income or operations, cash flows and stockholders’ or other owners’ equity for that fiscal quarter (i) setting forth in comparative form the figures for Bully 2, Ltd.’s previous fiscal year and (ii) prepared on the same combined, consolidated or other basis on which the Bully 2 Financial Statements were prepared in accordance with GAAP applied on a basis consistent (A) throughout the periods indicated (excepting footnotes) and (B) with the basis on which the Bully 2 Financial Statements, including the balance sheet as of March 31, 2010, were prepared. (d) The Company agrees to engage Deloitte & Touche to (i) provide a manually signed accountants’ report covering the audited balance sheets and audited statements of operations, cash flows and shareholders’ equity of the Company and its Subsidiaries required for inclusion in any registration statement filed or to be filed by Parent or any Subsidiary of Parent with the United States Securities and Exchange Commission (the "“SEC"”) to provide financial statements with respect to the Business for any period(s) ending after December 31,2001 or as of any date after December 31, 2001 in connection with any filing made pursuant financing or re-financing by Parent or any Subsidiary of Parent of the Merger Consideration or the repayment of the Signing Date Indebtedness (the “Financing”) or in any Form 8-K or other form of Parent relating to the Securities Act of 1933 or Exchange Act of 1934 (including as part of transactions contemplated hereby required to be filed with the presentation of any required pro forma financial statements) or SEC, and (ii) review such consolidated unaudited interim balance sheets and unaudited interim statements of operations, shareholders’ equity and cash flows, in each case as Parent shall reasonably deem to be advised required by the underwriters form of registration statement used by Parent or initial purchasers any Subsidiary of Parent in connection with the Financing, by Form 8-K or by such other required form. Parent shall pay the fees of Deloitte & Touche directly relating to any offering of its securities that additional audit or review work relating to such financial statements are advisable that is required to permit them to be included in order such Form 8-K or registration statement and the participation, if any, of Deloitte & Touche in the preparation of any registration statement or statements to assure a successful marketing be filed by Parent or any Subsidiary of such offering, then Seller shall use its commercially reasonable efforts to engage Seller's accountants, PricewaterhouseCoopers LLC, so long as they are independent for purposes of the Securities Act of 1933, or another "Big 5" accounting firm or other nationally recognized accounting firm reasonably acceptable to Buyer, to conducting an audit of, or if no audit is required, to perform the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 71, Interim Financial Information, Parent with respect to, such financial information and (to the extent required by the SEC or deemed advisable by the underwriters or initial purchasers) the comparable period in the prior year and shall use reasonable commercial efforts to facilitate any such audit or review. Seller will also reasonably cooperate with Buyer, in connection with any such filing, or filing of any statement delivered pursuant to subsection (a) hereof, or financing, and shall use reasonable commercial efforts to cause any accounting firm referred to above to provide such reasonable cooperation as well; provided that all costs incurred by Seller in connection with cooperating -------- with Buyer (including any audit or review by PricewaterhouseCoopers LLC and consultants) shall be for the account of BuyerFinancing.

Additional Financial Statements. (a) Seller, at Buyer's expense for the costs of Pricewaterhouse Coopers LLP and its outside consultants, The Company shall prepare and deliver deliver, and the Sellers shall use all reasonable efforts to Buyer cause the Company to prepare and deliver, to Micron, as soon as reasonably practicable but not and in no event later than in the case of subclauses (i) and (ii) January 14, 2002, and in the case of subclauses (iii) and (iv) February April 15, 2002 (i) an 2010, the audited statement consolidated balance sheet of net assets to be sold as of September 30, 2001 (with comparables as of September 30, 2000), with a report by PricewaterhouseCoopers LLP; (ii) an audited statement of net revenue, cost of revenue and direct operating expenses for the years ended September 30, 2001 (with comparables for the year ended September 30, 2000), with a report by PricewaterhouseCoopers LLP; and (iii) an unaudited statement of net assets to be sold Company as of December 31, 2001 2009, and the related audited consolidated statements of operations, cash flows and shareholders’ equity for the fiscal year ended December 31, 2009 (including the related notes and independent auditors reports thereon) (the “2009 Annual Financial Statements”). (b) The Company shall prepare and deliver, and the Sellers shall use all reasonable efforts to cause the Company to prepare and deliver, to Micron, (i) as soon as reasonably practicable and in no event later than forty-five (45) days following the end of each of the first, second and third fiscal quarters of the Company following the date of this Agreement, the unaudited consolidated balance sheet of the Company as of the end of such fiscal quarter, and the related unaudited consolidated statements of operations and cash flows for such quarterly period (including the related notes) (the “2010 Quarterly Financial Statements”), provided, however, that if the Closing occurs on a date which is less than forty-five (45) days following the end of any fiscal quarter of the Company, the Company shall have no obligation to deliver to Micron prior to the Closing any 2010 Quarterly Financial Statements for such quarterly period that have not been completed prior to the Closing, but shall use all reasonable efforts until the Closing to proceed with comparables the preparation of such 2010 Quarterly Financial Statements with a view to enabling the Company to finalize such 2010 Quarterly Financial Statements within forty-five (45) days after the end of such quarterly period in accordance with this Section 7.28, and (ii) as soon as reasonably practicable and in no event later than April 15, 2010, the unaudited consolidated balance sheet of the Company as of the end of each fiscal quarter ended on or after December 31, 2008 and on or prior to December 31, 2009, and the related unaudited consolidated statements of operations and cash flows for such quarterly period (including the related notes) (the “Prior Quarterly Financial Statements” and, together with the 2010 Quarterly Financial Statements, the “Quarterly Financial Statements”), provided, however, that if the Closing occurs prior to April 15, 2010, the Company shall have no obligation to deliver to Micron prior to the Closing any Prior Quarterly Financial Statements that have not been completed prior to the Closing, but shall use all reasonable efforts until the Closing to proceed with the preparation of such Prior Quarterly Financial Statements with a view to enabling the Company to finalize such Prior Quarterly Financial Statements by April 15, 2010 in accordance with this Section 7.28. (c) If the Closing has not occurred by August 16, 2000, Xxxxxx, XX and Intel agree to consult with one another from time to time during the remainder of Micron’s 2010 fiscal year and shall jointly determine in good faith whether it is reasonably likely that the conditions to Closing (other than the conditions in Section 9.2(t)(iii)) would be satisfied during the period 4917039.19 from the date Micron expects to file its Annual Report on Form 10-K for the fiscal year ended August 31, 2010 through, and including, December 31, 2010. If Micron, ST and Intel determine in good faith that it is reasonably likely that such conditions to Closing would be satisfied in such period, and if based on the financial information available to it during the five (5) Business Day period following the end of its 2010 fiscal year Micron determines in good faith that if the Closing were to occur in such period it is reasonably likely that, absent the Waiver (defined below), Micron would be required to file with any form, report, registration statement, proxy statement or related document required to be filed by Micron with the SEC, any balance sheets or statements of operations, cash flows or shareholders’ equity of the business comprised of the Intel Business and the ST Business (as such terms are defined in the Intel ATA and the ST ACA, respectively) for any period ending on or prior to the Formation Closing Date (the “Pre-Formation Financial Statements”), then promptly after such fifth (5th) Business Day Micron agrees to contact the SEC to determine whether and on what terms the SEC would be willing to grant a waiver (the “Waiver”) that would relieve Micron from any obligation to file with any form, report, registration statement, proxy statement or related document required to be filed by Micron with the SEC, any such Pre-Formation Financial Statements. If the SEC indicates that it is reasonably likely to grant a Waiver on terms that are reasonably acceptable to Micron, ST and Intel, then Micron shall use all reasonable efforts to obtain the Waiver from the SEC. The Company, ST and Intel shall, and each shall use all reasonable efforts to cause its independent accountants to, provide to Micron all cooperation reasonably requested by Micron in connection with seeking to obtain the Waiver, including using all reasonable efforts to furnish to Micron and its independent accountants with all then currently existing and reasonably available financial information of the Intel Business (in the case of Intel) and the ST Business (in the case of ST) for any period ending on or prior to the Formation Closing Date. In addition, if the SEC grants the Waiver, the Company, Micron and the Sellers shall use all reasonable efforts to comply with the terms and conditions of the Waiver. Notwithstanding the foregoing, if, at any time following an initial determination as to whether to seek the Waiver or following the granting of the Waiver, there has been a change in circumstances relating to the expected timing of the satisfaction of the conditions to Closing or with respect to Micron’s financial results for the 2010 fiscal year, Micron, ST and Intel will jointly re-consider in good faith whether obtaining the Waiver or proceeding under the Waiver would allow the Closing to occur earlier than December 31, 2010 and shall accordingly (A) if the Waiver has not yet been obtained, seek or withdraw such Waiver request, as applicable, and (B) if the Waiver has been obtained, and Micron, ST and Intel jointly determine that proceeding under the Waiver would not allow the Closing to occur earlier than December 31, 2010, suspend all efforts to comply with the terms and conditions thereof, unless the Waiver would prohibit such suspension. Nothing in this Agreement shall be construed to require Micron to delay the filing with the SEC of Micron’s Annual Report on Form 10-K for the fiscal year ended August 31, 2010 beyond the date on which Micron would otherwise be prepared to make such filing. Nothing in this Section 7.28, shall require the Company, ST or Intel shall be required to (i) create, prepare or locate any financial information for any period ending on or prior to the Formation Closing Date that does not currently exist or that is not reasonably available; (ii) make any representation or warranty as to the adequacy, accuracy or conformity with GAAP or the rules and regulations of the SEC of any such financial 4917039.19 information; or (iii) incur any liability with respect to any such financial information in connection with seeking the Waiver. (d) If the Closing has not occurred before December 31, 2010, the Company shall have no obligation to deliver to Micron prior to the Closing the financial statements at or for the year ended December 31, 2010 that have not been completed prior to the Closing, but shall use all reasonable efforts until the Closing to proceed with the preparation of a consolidated balance sheet of the Company as of December 31, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71; (iv) an unaudited statement 2010 and the related audited consolidated statements of net revenueoperations, cost of revenue cash flows and direct operating expenses shareholders’ equity for the calendar quarter fiscal year ended December 31, 2001 2010 with a view to enabling the Company to finalize such financial statements by March 15, 2011. (with comparables for e) The Company shall cause, and the calendar quarter ended December 31Sellers shall use all reasonable efforts to cause the Company to cause, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71. Seller will make its representatives each of the 2009 Annual Financial Statements and representatives of PricewaterhouseCoopers LLP and its outside consultants available to answer questions relating to the statements Quarterly Financial Statements that are required to be delivered by Seller; provided that -------- pursuant to this Section 7.28, (i) to be prepared from the books and records of the Company and its Subsidiaries, (ii) to be prepared in accordance with GAAP applied on a consistent basis during the periods involved, and (iii) to fairly present, in all out-of-pocket costs material respects, the financial position and results of PricewaterhouseCoopers LLP operations, cash flows and outside consultants incurred by Seller shareholders’ equity (subject, in connection therewith shall be the case of the Quarterly Financial Statements, to the absence of a statement of shareholders’ equity) of the Company and its Subsidiaries on a consolidated basis, as of the times and for the account of Buyerperiods referred to therein. (bf) If The Company shall cause, and the Buyer Sellers shall use all reasonable efforts to cause the Company to cause, (i) the Quarterly Financial Statements required to be delivered hereunder to have been reviewed by the Company’s independent auditors (which shall be obligated in accordance with Statement on Auditing Standards No. 100), (ii) the 2009 Annual Financial Statements to be accompanied by an independent auditors report the form of which conforms with the applicable requirements of the Public Company Accounting Oversight Board (which need not include, for the avoidance of doubt, a report or audit of internal control over financial reporting), and (iii) each of the Quarterly Financial Statements and the 2009 Annual Financial Statements (collectively, the “Required Financial Statements”) to be prepared with such disclosures required by the applicable provisions of Regulation S-X of the SEC. The parties acknowledge and agree that for purposes of clauses (i), (ii) and (iii) of this Section 7.28(f), the applicable rules and regulations of the SEC, the applicable requirements of the Public Company Accounting Oversight Board and the applicable provisions of Regulations S-X of the SEC shall be deemed to refer to those requirements (the “Applicable Financial Statement Requirements”) applicable to the financial statements and pro forma financial information of the Company and related disclosures required to be provided in connection with the transactions contemplated by this Agreement, it being understood that the Company is not an issuer required to file periodic reports with the SEC pursuant to the rules Section 13(a) or Section 15(d) of the Securities Exchange Act. The Company shall, and Exchange Commission (the "SEC") Sellers shall use all reasonable efforts to cause the Company to, use all reasonable efforts to provide financial statements and supporting documentation that will permit the Company’s independent auditors to issue an unqualified report on the 2009 Annual Financial Statements. 4917039.19 (g) Notwithstanding the foregoing, the Company and the Sellers shall have no Liability under Section 7.28(e) or Section 7.28(f) with respect to any Quarterly Financial Statement which is not included in any form, report, registration statement, proxy statement or related document required to be filed by Micron with the Business for any period(s) ending after December 31,2001 or as of any date after December 31SEC, 2001 in connection with any filing made pursuant to the Securities Act of 1933 or Exchange Act of 1934 (including as part of the presentation of any required pro forma financial statements) or (ii) shall be advised by the underwriters or initial purchasers in connection with any offering of its securities that such financial statements are advisable in order to assure a successful marketing of such offering, then Seller shall use its commercially reasonable efforts to engage Seller's accountants, PricewaterhouseCoopers LLC, so long as they are independent for purposes of the Securities Act of 1933, or another "Big 5" accounting firm or other nationally recognized accounting firm reasonably acceptable to Buyer, to conducting an audit of, or if no audit is required, to perform the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 71, Interim Financial Information, with respect to, such financial information and (except to the extent required by the SEC that any information included in or deemed advisable by the underwriters or initial purchasers) the comparable period in the prior year and shall use reasonable commercial efforts to facilitate derived from any such audit Quarterly Financial Statement is required to be included in any form, report, registration statement, proxy statement or review. Seller will also reasonably cooperate related document required to be filed by Micron with Buyer, in connection with any such filing, or filing of any statement delivered pursuant to subsection (a) hereof, or financing, and shall use reasonable commercial efforts to cause any accounting firm referred to above to provide such reasonable cooperation as well; provided that all costs incurred by Seller in connection with cooperating -------- with Buyer (including any audit or review by PricewaterhouseCoopers LLC and consultants) shall be for the account of BuyerSEC.

Additional Financial Statements. (a) SellerSeller shall, at Buyer's expense for the costs of Pricewaterhouse Coopers LLP and its outside consultants, shall prepare and deliver to Buyer as soon as practicable but not later than in the case tenth Business Day of subclauses each calendar month from and after the date hereof until the Closing Date, provide Buyer an unaudited statement showing (i) the sales by legal entity for the Business, and any consolidated results (to the extent available) for the preceding calendar month, and comparing such sales to the comparable figure for the same month of the prior year, and (ii) January 14the operating results, 2002after financial charges, by legal entity for the Business, and in any consolidated results (to the case of subclauses (iiiextent available) and (iv) February 15, 2002 (i) an audited statement of net assets to be sold as of September 30, 2001 (with comparables as of September 30, 2000), with a report by PricewaterhouseCoopers LLP; (ii) an audited statement of net revenue, cost of revenue and direct operating expenses for the years ended September 30preceding month, 2001 (in each case prepared in accordance with comparables Belgian GAAP for periods through December 31, 2004 and prepared in accordance with International Accounting Standards for periods beginning thereafter. Seller shall, not later than the year ended September 30fifteenth Business Day after the end of any calendar quarter from and after the date hereof until the Closing Date, 2000), with a report by PricewaterhouseCoopers LLP; and (iii) provide Buyer an unaudited statement of net assets income of the Business for the preceding calendar quarter, in each case prepared in accordance with Belgian GAAP for periods through December 31, 2004 and prepared in accordance with International Accounting Standards for periods beginning thereafter. (b) Seller shall, prior to be sold the Closing Date, deliver to Buyer (i) audited combined balance sheets of the Business as of December 31, 2001 2001, 2002 and 2003, (with comparables as ii) audited combined statements of December 31, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71; (iv) an unaudited statement income of net revenue, cost of revenue and direct operating expenses for the calendar quarter ended December 31, 2001 (with comparables for the calendar quarter ended December 31, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71. Seller will make its representatives and representatives of PricewaterhouseCoopers LLP and its outside consultants available to answer questions relating to the statements to be delivered by Seller; provided that -------- all out-of-pocket costs of PricewaterhouseCoopers LLP and outside consultants incurred by Seller in connection therewith shall be for the account of Buyer. (b) If the Buyer (i) shall be obligated pursuant to the rules of the Securities and Exchange Commission (the "SEC") to provide financial statements with respect to the Business for any period(s) ending after December 31,2001 or as of any date after December 31, 2001 in connection with any filing made pursuant to the Securities Act of 1933 or Exchange Act of 1934 (including as part of the presentation of any required pro forma financial statements) or (ii) shall be advised by the underwriters or initial purchasers in connection with any offering of its securities that such financial statements are advisable in order to assure a successful marketing of such offering, then Seller shall use its commercially reasonable efforts to engage Seller's accountants, PricewaterhouseCoopers LLC, so long as they are independent for purposes of the Securities Act of 1933, or another "Big 5" accounting firm or other nationally recognized accounting firm reasonably acceptable to Buyer, to conducting an audit of, or if no audit is required, to perform the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 71, Interim Financial Information, with respect to, such financial information 2002 and 2003 fiscal years and (iii) to the extent required by the SEC or deemed advisable by SEC, an unaudited combined interim balance sheet for the underwriters or initial purchasersBusiness for the six (6) months ended June 30, 2003 (collectively, the comparable "BELGIAN GAAP AUDITED FINANCIAL STATEMENTS"). Seller shall, prior to the Closing Date, deliver to Buyer an unaudited combined interim balance sheet for the Business as of June 30, 2004 and an unaudited interim statement of income for the period ended June 30, 2004. The financial statements described in this Section 5.14(b) shall be prepared in accordance with Belgian GAAP in accordance with Seller's policies and procedures set forth in the prior year UCB Accounting Policy Manual, consistently applied, and the consolidation thereof shall use reasonable commercial efforts to facilitate any such audit or reviewbe performed in accordance with Schedule 2.6(a). Seller will also reasonably cooperate shall cause a firm of independent certified public accountants that is registered with Buyer, the U.S. Public Company Accounting Oversight Board to audit the Belgian GAAP Audited Financial Statements. All costs and expenses incurred by Seller and its Affiliates in connection with any such filingthe preparation of and audit of the Belgian GAAP Audited Financial Statements shall be borne by Seller and its Affiliates. (c) Buyer shall, prior to the Closing Date, prepare, or filing cause to be prepared, (i) audited combined balance sheets of any statement delivered pursuant the Business as of December 31, 2001, 2002 and 2003, (ii) audited combined statements of income of the Business for the 2002 and 2003 fiscal years and (iii) to subsection the extent required by the SEC, an unaudited combined interim balance sheet for the Business for the six (a6) hereofmonths ended June 30, 2003 (collectively, the "U.S. GAAP AUDITED FINANCIAL STATEMENTS" and, together with the Belgian GAAP Audited Financial Statements, the "AUDITED FINANCIAL STATEMENTS"). Buyer shall, prior to the Closing Date, prepare, or financingcaused to be prepared, an unaudited combined interim balance sheet for the Business as of June 30, 2004 and an unaudited interim statement of income for the period then ended. The financial statements described in this Section 5.14(c) shall be prepared in accordance with U.S. GAAP consistently applied. Buyer shall cause a firm of independent certified public accountants that is registered with the U.S. Public Company Accounting Oversight Board to audit the U.S. GAAP Audited Financial Statements. Without limiting the generality of Section 5.1, Seller shall, and shall use cause its Affiliates to, cooperate with Buyer with respect to the preparation of the foregoing and provide to Buyer and to the firm of independent certified public accountants engaged by Buyer for purposes of auditing the U.S. GAAP Audited Financial Statements such data as is reasonably necessary for the preparation and audit of the financial statements described in this Section 5.14(c), and shall execute and cause their respective officers, directors and employees to execute such customary representation letters as such firm of independent certified public accountants may reasonably request with respect to the data and information underlying such financial statements, the conformity of such financial statements to U.S. GAAP and the procedures used in the preparation of such financial statements. Buyer shall, promptly upon receiving a written request from Seller, reimburse Seller for all of Seller's and its Affiliates' reasonable commercial efforts to cause any accounting firm referred to above to provide such reasonable cooperation as well; provided that all costs and expenses incurred by Seller in connection with cooperating -------- with Buyer (including any the preparation of and audit or review by PricewaterhouseCoopers LLC and consultants) shall be for of the account of BuyerU.S. GAAP Audited Financial Statements.

Additional Financial Statements. The Company shall use its reasonable best efforts during the period between the date of this Agreement and the Closing Date to cause the Company’s auditors to complete (a) Seller, at Buyer's expense for the costs audited balance sheet of Pricewaterhouse Coopers LLP and its outside consultants, shall prepare and deliver to Buyer as soon as practicable but not later than in the case of subclauses (i) and (ii) January 14, 2002, and in the case of subclauses (iii) and (iv) February 15, 2002 (i) an audited statement of net assets to be sold as of September 30, 2001 (with comparables as of September 30, 2000), with a report by PricewaterhouseCoopers LLP; (ii) an audited statement of net revenue, cost of revenue and direct operating expenses for the years ended September 30, 2001 (with comparables for the year ended September 30, 2000), with a report by PricewaterhouseCoopers LLP; and (iii) an unaudited statement of net assets to be sold Company as of December 31, 2001 (with comparables as of December 31, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #712016; (ivb) an unaudited the audited statement of net revenueoperations, cost change in shareholders’ equity and cash flows of revenue and direct operating expenses the Company for the calendar quarter twelve (12) months ended December 31, 2001 2016; and (with comparables c) the reviewed statement of operations of the Company for the calendar quarter six (6) month period ending on December 31, 2016, and, if the Closing does not occur prior to March 31, 2017 other than due to a breach of this Agreement by Parent or any other failure or delay caused by Parent, the reviewed balance sheet of the Company and the reviewed statement of operations, change in shareholders’ equity and cash flows of the Company for any fiscal quarters completed during the period beginning on January 1, 2017 and ending as of the Closing Date (the “Additional Financial Statements”). In connection with the foregoing, the Company shall use its reasonable best efforts to ensure that the Additional Financial Statements shall: (a) be derived from and consistent with the books and records of the Company; (b) comply as to form in all material respects with applicable accounting requirements with respect thereto as of their respective dates; (c) be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other; (d) fairly present the financial condition of the Company at the dates therein indicated and for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate will be material in amount); (e) be true, correct and complete; and (f) shall be audited (for any financial statements as of or for the 12 months ended December 31, 2000) or be reviewed (for any financial statements not as of or for the 12 months ended December 31) by PricewaterhouseCoopers LLP pursuant an auditor or firm of accountants qualified to SAS #71. Seller will make its representatives act as auditors in the United States and representatives of PricewaterhouseCoopers LLP and its outside consultants available to answer questions relating to the statements any auditors’ report(s) required to be delivered by Seller; provided that -------- all out-of-pocket costs of PricewaterhouseCoopers LLP and outside consultants incurred by Seller in connection therewith annexed thereto shall be for unqualified. Notwithstanding the account preceding sentence or any other provision of Buyer. (b) If this Agreement to contrary, the Buyer (i) shall be obligated pursuant to the rules of the Securities and Exchange Commission (the "SEC") to provide financial statements Company makes no representation or warranty with respect to the Business for any period(s) ending after December 31,2001 Additional Financial Statements; provided, however, that no information or as of any date after December 31, 2001 knowledge obtained in connection with the preparation of the Additional Financial Statements or otherwise shall affect or be deemed to modify, amend or supplement any filing made pursuant representation or warranty set forth herein or in the Schedules or the conditions to the Securities Act of 1933 or Exchange Act of 1934 (including as part obligations of the presentation of any required pro forma financial statements) or (ii) shall be advised by parties to consummate the underwriters or initial purchasers Merger in connection accordance with any offering of its securities that such financial statements are advisable in order to assure a successful marketing of such offering, then Seller shall use its commercially reasonable efforts to engage Seller's accountants, PricewaterhouseCoopers LLC, so long as they are independent for purposes of the Securities Act of 1933, or another "Big 5" accounting firm or other nationally recognized accounting firm reasonably acceptable to Buyer, to conducting an audit of, or if no audit is required, to perform the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 71, Interim Financial Information, with respect to, such financial information terms and (to the extent required by the SEC or deemed advisable by the underwriters or initial purchasers) the comparable period in the prior year and shall use reasonable commercial efforts to facilitate any such audit or review. Seller will also reasonably cooperate with Buyer, in connection with any such filing, or filing of any statement delivered pursuant to subsection (a) provisions hereof, or financingrestrict, and shall use reasonable commercial efforts impair or otherwise affect any Parent Indemnified Parties’ right to cause indemnification hereunder or otherwise prevent or cure any accounting firm referred to above to provide such reasonable cooperation as well; provided that all costs incurred by Seller in connection with cooperating -------- with Buyer (including any audit misrepresentations, breach of warranty or review by PricewaterhouseCoopers LLC and consultants) shall be for the account breach of Buyercovenant.

Additional Financial Statements. Between the date hereof and the Closing Date, Sellers shall (and Members shall take all applicable steps to cause Sellers to) provide Parent: (a) Sellerwithin fifteen (15) Business Days after the end of each calendar month, an internally prepared balance sheet as of the end of such month and related internally prepared statements of operations and cash flows of Seller I, Seller II and Citgen for such monthly period then ended; (b) except as otherwise required under clause (c) below, within thirty (30) Business Days after the end of each calendar quarter, a reviewed balance sheet as of the end of such quarter and related reviewed statements of operations and cash flows of Seller I, Seller II and Citgen for such quarterly period then ended and (c) on or before December 7, 2016 (but in all events at Buyer's expense least five (5) Business Days before Closing), reviewed comparative balance sheets, statements of income, statements of cash flows and statements of changes in members’ equity for each Seller as of and for the costs of Pricewaterhouse Coopers LLP quarterly periods ended on March 31, 2016, June 30, 2016 and its outside consultants(if the Closing is after November 15, shall prepare 2016) September 30, 2016 (collectively with the financial statements in clauses (a) and deliver to Buyer as soon as practicable but not later than in (b), the case of subclauses “Additional Reviewed Statements”). The Additional Reviewed Statements shall: (i) be true, correct and complete in all material respects; (ii) January 14, 2002, be derived from and prepared in accordance with the information contained in the case of subclauses Books and Records; (iii) be prepared in accordance with GAAP, consistently applied, throughout the periods covered thereby; and (iv) February 15present accurately and fairly in all material respects the consolidated financial condition, 2002 (i) an audited statement results of net assets to be sold operations and cash flows of Seller I, Seller II and Citgen as of September 30, 2001 (with comparables as of September 30, 2000), with a report by PricewaterhouseCoopers LLP; (ii) an audited statement of net revenue, cost of revenue the times and direct operating expenses for the years ended September 30periods referred to therein, 2001 subject to (with comparables for A) the year ended September 30absence of footnote disclosures and other presentation items, 2000), with a report by PricewaterhouseCoopers LLP; and (iiiB) changes resulting from normal year-end adjustments (the effect of which will not, individually or in the aggregate, be material). The Additional Reviewed Statements shall be accompanied by an unaudited statement unqualified certification of net assets to be sold as of December 31, 2001 each Seller’s and Citgen’s chief financial officer (with comparables as of December 31, 2000or similar executive officer) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71; (iv) an unaudited statement of net revenue, cost of revenue and direct operating expenses for the calendar quarter ended December 31, 2001 (with comparables for the calendar quarter ended December 31, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71. Seller will make its representatives and representatives of PricewaterhouseCoopers LLP and its outside consultants available to answer questions relating to the statements effect that the Additional Reviewed Statements conform to be delivered by Seller; provided that -------- all out-of-pocket costs the requirements of PricewaterhouseCoopers LLP and outside consultants incurred by Seller in connection therewith the immediately preceding sentence. Upon delivery to Parent, the Additional Reviewed Statements shall be for the account of Buyer. (b) If the Buyer (i) shall be obligated pursuant to the rules of the Securities and Exchange Commission (the "SEC") to provide financial statements with respect to the Business for any period(s) ending after December 31,2001 or as of any date after December 31, 2001 in connection with any filing made pursuant to the Securities Act of 1933 or Exchange Act of 1934 (including as part of the presentation of any required pro forma financial statements) or (ii) shall be advised by the underwriters or initial purchasers in connection with any offering of its securities that such financial statements are advisable in order to assure a successful marketing of such offering, then Seller shall use its commercially reasonable efforts to engage Seller's accountants, PricewaterhouseCoopers LLC, so long as they are independent considered “Reviewed Financial Statements” for purposes of the Securities Act of 1933, or another "Big 5" accounting firm or other nationally recognized accounting firm reasonably acceptable to Buyer, to conducting an audit of, or if this Agreement. There shall be no audit is required, to perform the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 71, Interim Financial Information, with respect to, such financial information and (to the extent required by the SEC or deemed advisable by the underwriters or initial purchasers) the comparable period changes in the prior year method of application of Sellers’ and shall Citgen’s accounting policies or changes in the method of applying Sellers’ and Citgen’s use reasonable commercial efforts to facilitate any such audit or review. Seller will also reasonably cooperate of estimates in the preparation of the Additional Reviewed Statements as compared with Buyer, in connection with any such filing, or filing of any statement delivered pursuant to subsection (a) hereof, or financing, and shall use reasonable commercial efforts to cause any accounting firm referred to above to provide such reasonable cooperation as well; provided that all costs incurred by Seller in connection with cooperating -------- with Buyer (including any audit or review by PricewaterhouseCoopers LLC and consultants) shall be for the account of BuyerAudited Financial Statements.

Additional Financial Statements. As soon as practicable after January 1, 2017, but in no event later than ten (10) Business Days prior to the Closing Date, the Company shall deliver to Parent (the “Additional Financial Statements”): (a) Seller, at Buyer's expense for an audited consolidated balance sheet of the costs of Pricewaterhouse Coopers LLP Company and its outside consultants, shall prepare and deliver to Buyer as soon as practicable but not later than in the case of subclauses (i) and (ii) January 14, 2002, and in the case of subclauses (iii) and (iv) February 15, 2002 (i) an audited statement of net assets to be sold as of September 30, 2001 (with comparables as of September 30, 2000), with a report by PricewaterhouseCoopers LLP; (ii) an audited statement of net revenue, cost of revenue and direct operating expenses for the years ended September 30, 2001 (with comparables for the year ended September 30, 2000), with a report by PricewaterhouseCoopers LLP; and (iii) an unaudited statement of net assets to be sold Subsidiaries as of December 31, 2001 (with comparables as 2016, and consolidated statements of December 31operations, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71; (iv) an unaudited statement statements of net revenue, cost shareholders’ deficit and statements of revenue cash flows of the Company and direct operating expenses its Subsidiaries for the calendar quarter twelve (12) months then ended December 31, 2001 and all related footnotes and other disclosures as required under GAAP (with comparables for the calendar quarter ended December 31, 2000) reviewed by PricewaterhouseCoopers LLP pursuant to SAS #71. Seller will make its representatives and representatives of PricewaterhouseCoopers LLP and its outside consultants available to answer questions relating to the statements to be delivered by Seller; provided that -------- all out-of-pocket costs of PricewaterhouseCoopers LLP and outside consultants incurred by Seller in connection therewith shall be for the account of Buyer.“2016 Financials”); (b) If the Buyer (i) shall be obligated pursuant to the rules an unaudited consolidated balance sheet of the Securities and Exchange Commission (the "SEC") to provide financial statements with respect to the Business for any period(s) ending after December 31,2001 or Company as of any date after December July 31, 2001 in connection with any filing made pursuant to 2016, and consolidated statements of operations, statements of shareholders’ deficit and statements of cash flows for the Securities Act twelve (12) months then ended; (c) an unaudited consolidated statement of 1933 or Exchange Act of 1934 operations that includes the GAAP revenue and GAAP net income (including as part loss) of the presentation Company and its Subsidiaries’ as of any required pro forma financial statementsJanuary 31, 2016, for the six (6) or month period and three (ii3) shall be advised by month period, in each case, ending on such date; (d) an unaudited consolidated statement of operations that includes the underwriters or initial purchasers GAAP revenue and GAAP net income (loss) of the Company and its Subsidiaries’ as of January 31, 2017, for the six (6) month period and three (3) month, in connection with any offering each case, ending on such date; (e) an unaudited consolidated statement of operations that includes the GAAP revenue and GAAP net income (loss) of the Company and its securities that Subsidiaries’ as of April 30, 2016, for the nine (9) month period and three (3) month period, in each case, ending on such financial statements are advisable in order to assure a successful marketing of such offering, then Seller shall date; The Company will use its commercially reasonable best efforts to engage Seller's accountantsdeliver the 2016 Financials to Parent no later than January 31, PricewaterhouseCoopers LLC, so long as they are independent for purposes of 2017. The 2016 Financials and the Securities Act of 1933, or another "Big 5" accounting firm or other nationally recognized accounting firm reasonably acceptable to Buyer, to conducting an audit of, or if no audit is required, to perform the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 71, Interim Additional Financial Information, with respect to, such financial information and (to the extent required by the SEC or deemed advisable by the underwriters or initial purchasers) the comparable period in the prior year and Statements shall use reasonable commercial efforts to facilitate any such audit or review. Seller will also reasonably cooperate with Buyer, in connection with any such filing, or filing of any statement delivered pursuant to subsection be: (a) hereoftrue, or financing, accurate and shall use reasonable commercial efforts to cause any accounting firm referred to above to provide such reasonable cooperation as wellcomplete; provided that all costs incurred by Seller (b) consistent with the Books and Records of the Company; and (c) prepared in connection accordance with cooperating -------- GAAP consistently applied with Buyer (including any audit or review by PricewaterhouseCoopers LLC the Financial Statements. The 2016 Financials and consultants) the other Additional Financial Statements shall be for certified by the account of Buyer.Key Stakeholders as having been prepared in accordance with the foregoing principles