Common use of Annual and Interim Financial Statements Clause in Contracts

Annual and Interim Financial Statements. (i) During the Interim Period, within thirty (30) calendar days following the end of each calendar month, and within forty-five (45) calendar days following the end of each three-month calendar quarterly period and each fiscal year, the Seller shall deliver to the Purchaser an unaudited consolidated income statement and an unaudited consolidated balance sheet of the Target Entities for the period from the Interim Balance Sheet Date through the end of such monthly or quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Company to the effect that all such financial statements fairly present the consolidated financial position and results of operations of the Target Entities as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing Date, the Seller will also promptly deliver to the Purchaser copies of any audited consolidated financial statements of the Target Entities that the Target Entities’ certified public accountants may issue. (ii) During the Interim Period, within fifteen (15) calendar days following the end of each calendar month, and within thirty (30) calendar days following the end of each three-month calendar quarterly period and each fiscal year, the Purchaser shall deliver to the Seller an unaudited consolidated income statement and an unaudited consolidated balance sheet of the Purchaser for the period from the March 31, 2022 through the end of such monthly or quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Purchaser to the effect that all such financial statements fairly present the consolidated financial position and results of operations of the Purchaser as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing Date, the Purchaser will also promptly deliver to the Seller copies of any audited consolidated financial statements of the Purchaser that the Purchaser’s certified public accountants may issue.

Annual and Interim Financial Statements. (ia) During the Interim Period, within thirty (30) calendar days following the end of each calendar month, and within forty-five (45) calendar days following the end of each three-month calendar quarterly period and each fiscal year, the Seller Company shall deliver to the Purchaser an unaudited consolidated income statement and an unaudited consolidated balance sheet of the Target Entities Companies for the period from the Interim Balance Sheet Date through the end of such monthly or quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Company to the effect that all such financial statements fairly present the consolidated financial position and results of operations of the Target Entities Companies as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing Date, the Seller Company will also promptly deliver to the Purchaser copies of any audited consolidated financial statements of the Target Entities Companies that the Target EntitiesCompanies’ certified public accountants may issue. (iib) During the Interim Period, within fifteen (15) calendar days following the end of each calendar month, and within thirty (30) calendar days following the end of each three-month calendar quarterly period and each fiscal year, the Purchaser shall deliver to the Seller Company an unaudited consolidated income statement and an unaudited consolidated balance sheet of the Purchaser for the period from the March 31, 2022 through the end of such monthly or quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Purchaser to the effect that all such financial statements fairly present the consolidated financial position and results of operations of the Purchaser as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing Date, the Purchaser will also promptly deliver to the Seller Company copies of any audited consolidated financial statements of the Purchaser that the Purchaser’s certified public accountants may issue.

Annual and Interim Financial Statements. (ia) During On or prior to May 31, 2017, the Interim PeriodCompany shall deliver to Barington the audited consolidated balance sheets of the Company and the Company Subsidiaries and Gameworks and each of its subsidiaries as of December 31, 2016 and December 31, 2015, and the related audited consolidated statements of income and cash flows of the Company and the consolidated Company Subsidiaries and Gameworks and its subsidiaries for each of the years then ended (collectively, the “Audited Financial Statements”), which Audited Financial Statements shall contain an unqualified report of the applicable company’s auditors, shall have been prepared from the books and records of the applicable company in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and shall fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the consolidated Company Subsidiaries and Gameworks and its subsidiaries as at the date thereof and for the period indicated therein. (b) From the date hereof through the Effective Time, within thirty (30) calendar days following the end of each calendar month, and within forty-five (45) calendar days following the end of each three-month calendar quarterly period and each fiscal year, the Seller Company shall deliver to the Purchaser Barington an unaudited consolidated income statement summary of earnings and an unaudited consolidated balance sheet of each of the Target Entities Company and Gameworks for the period from the Interim date of the 2015 Balance Sheet Date through the end of such monthly or calendar month, quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Company applicable company to the effect that all such financial statements fairly present the consolidated financial position and results of operations of the Target Entities Company and the Company Subsidiaries and Gameworks and its subsidiaries, as applicable, as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing DateEffective Time, the Seller will also Company shall promptly deliver to the Purchaser Barington copies of any audited consolidated financial statements of the Target Entities that the Target Entities’ certified public accountants may issue. (ii) During the Interim Period, within fifteen (15) calendar days following the end of each calendar month, and within thirty (30) calendar days following the end of each three-month calendar quarterly period and each fiscal year, the Purchaser shall deliver to the Seller an unaudited consolidated income statement and an unaudited consolidated balance sheet of the Purchaser for the period from the March 31, 2022 through the end of such monthly or quarterly period or fiscal year Company and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Purchaser to the effect Company Subsidiaries or Gameworks and its subsidiaries that all such financial statements fairly present the consolidated financial position and results of operations of the Purchaser as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing Date, the Purchaser will also promptly deliver to the Seller copies of any audited consolidated financial statements of the Purchaser that the Purchaser’s certified public accountants may issuebe issued.

Annual and Interim Financial Statements. (ia) During the Interim Period, within thirty (30i) calendar days following the end of each calendar month, and within forty-five (45) calendar days following the end of each three-month calendar quarterly period and sixty (60) calendar days following the end of each fiscal year, the Seller Company shall use reasonable best efforts to deliver to the Purchaser an unaudited consolidated income statement and an unaudited consolidated balance sheet of the Target Entities Companies for the period from the Interim Balance Sheet Date January 1, 2020 through the end of such monthly or quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Company to the effect that all such financial statements fairly present the consolidated financial position and results of operations of the Target Entities Companies as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes, and (ii) in the event that the Company provides the Company Board or management with a monthly financial report with respect to any monthly period during the Interim Period, the Company shall promptly provide a copy thereof to the Purchaser. From the date hereof through the Closing Date, the Seller Company will also promptly deliver to the Purchaser copies of any audited consolidated financial statements of the Target Entities Companies that the Target EntitiesCompanies’ certified public accountants may issue. (iib) During As promptly as reasonably practicable after the Interim Period, within fifteen (15) calendar days following the end date of each calendar monththis Agreement, and within thirty (30) calendar days following in any case prior to the end date of each three-month calendar quarterly period and each fiscal yearfiling of the Registration Statement, except to the extent such failure is due to Purchaser’s failure to comply with its obligations pursuant to Section 5.12, the Purchaser Company shall deliver to Purchaser the Seller an unaudited consolidated income statement and an unaudited consolidated balance sheet of the Purchaser for the period from the March 31, 2022 through the end of such monthly or quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Purchaser to the effect that all such financial statements fairly present the consolidated financial position and results of operations of the Purchaser as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing Date, the Purchaser will also promptly deliver to the Seller copies of any audited consolidated financial statements of the Purchaser that Target Companies (including, in each case, any related notes thereto), consisting of the Purchaser’s certified public accountants may issueannual consolidated balance sheet of the Target Companies as of December 31, 2020, and 2021 and the related consolidated audited income statement, changes in shareholder equity and statement of cash flows for the fiscal year then ended, each audited by a PCAOB-qualified auditor in accordance with GAAP and PCAOB standards (the “GAAP Audited Financials”). Upon delivery of such GAAP Audited Financials, the representations and warranties set forth in Section 4.7 shall be deemed to apply to such GAAP Audited Financials with the same force and effect as if made as of the date of this Agreement.

Annual and Interim Financial Statements. (ia) During the Interim Period, within thirty (30) calendar days following the end of each calendar month, and within forty-five (45) calendar days following the end of each three-month calendar quarterly period and each fiscal year, the Seller Company shall deliver to the Purchaser an unaudited consolidated income statement and an unaudited consolidated balance sheet of the Target Entities Companies for the period from the Interim Balance Sheet Date through the end of such monthly or quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, reviewed by the Company’s auditor and in form appropriate for inclusion in the Registration Statement, in each case accompanied by a certificate of the Chief Financial Officer CFO of the Company to the effect that all such financial statements fairly present the consolidated financial position and results of operations of the Target Entities Companies as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing Date, the Seller Company will also promptly deliver to the Purchaser copies of any audited consolidated financial statements of the Target Entities Companies that the Target EntitiesCompanies’ certified public accountants may issue. (iib) During the Interim Period, within fifteen (15) calendar days following the end of each calendar month, and within thirty (30) calendar days following the end of each three-month calendar quarterly period and each fiscal year, the Purchaser The Company shall use its commercially reasonable efforts to deliver to the Seller an unaudited Purchaser by September 30, 2022, or as promptly as practicable thereafter, audited consolidated income statement and an unaudited consolidated balance sheet financial statements of the Purchaser Target Companies for the period from the March fiscal years ended December 31, 2022 through the end of such monthly or quarterly period or fiscal year 2021, and the applicable comparative period December 31, 2020, which financial statements shall have been audited in the preceding fiscal year, in each case accordance with PCAOB auditing standards by a PCAOB qualified auditor. Such audited financial statements shall be accompanied by a certificate of the Chief Financial Officer CFO of the Purchaser Company to the effect that all such financial statements fairly present the consolidated financial position and results of operations of the Purchaser Company as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing Date, the Purchaser will also promptly deliver to the Seller copies of any audited consolidated financial statements of the Purchaser that the Purchaser’s certified public accountants may issue.

Annual and Interim Financial Statements. (ia) During the Interim Period, within thirty (30) calendar days following the end of each calendar month, and within forty-five (45) calendar days following the end of each three-month calendar quarterly period and each fiscal year, the Seller Company shall deliver to the Purchaser an unaudited consolidated income statement and an unaudited consolidated balance sheet of the Target Entities Company for the period from the Interim Balance Sheet Date through the end of such monthly or calendar month, quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Company to the effect that all such financial statements fairly present the consolidated financial position and results of operations of the Target Entities as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing Date, the Seller will also promptly . (b) The Company shall use reasonable best efforts to deliver to the Purchaser copies on or prior to October 15, 2024, the audited financial statement of the Company, excluding the Targets (including, in each case, any related notes thereto), consisting of the balance sheets of the Company as of December 31, 2023, and the related audited consolidated financial income statements, changes in stockholder equity and statements of cash flows for the Target Entities fiscal year then ended, audited by a PCAOB qualified auditor in accordance with GAAP and PCAOB standards and containing an unqualified report of the Company’s auditors, that is required to be included in the Target Entities’ certified public accountants may issueRegistration Statement and any other filings to be made by the Purchaser with the SEC in connection with the transactions contemplated hereby and in the Ancillary Document. (c) The Company shall deliver to the Purchaser on or prior to October 15, 2024, (i) an audited financial statement of Cerevast (including, in each case, any related notes thereto), consisting of the balance sheets of Cerevast as of December 31, 2023 and December 31, 2022, and the related audited income statements, changes in stockholder equity and statements of cash flows for the fiscal years then ended, audited by a PCAOB qualified auditor in accordance with GAAP and PCAOB standards, and (ii) During the Interim Period, within fifteen an audited financial statement of Axxxxxx (15) calendar days following the end of each calendar month, and within thirty (30) calendar days following the end of each three-month calendar quarterly period and each fiscal year, the Purchaser shall deliver to the Seller an unaudited consolidated income statement and an unaudited consolidated balance sheet of the Purchaser for the period from the March 31, 2022 through the end of such monthly or quarterly period or fiscal year and the applicable comparative period in the preceding fiscal yearincluding, in each case accompanied case, any related notes thereto), consisting of the balance sheets of Aegeria as of December 31, 2023 and December 31, 2022, and the related audited income statements, changes in stockholder equity and statements of cash flows for the fiscal years then ended, audited by a certificate PCAOB qualified auditor in accordance with GAAP and PCAOB standards. (d) All financial statements delivered pursuant to this Section 6.4, (A) will be prepared from, and reflect in all material respects, the books and records of the Chief Financial Officer of Company, Cerevast, or Aegeria, as applicable, (B) will be prepared in accordance with GAAP applied on a consistent basis throughout the Purchaser to the effect that periods covered thereby, (C) will fairly present, in all such financial statements fairly present material respects, the consolidated financial position of the Company, Cerevast and Aegeria, as applicable, as of the dates thereof and their results of operations of the Purchaser as of the date or for the periods indicatedthen ended, and (D) will be audited in accordance with GAAP, subject the standards of the PCAOB. All costs incurred in connection with preparing and obtaining such financial statements shall be Expenses of the Company. (e) The Company shall (and shall use its best efforts to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing Date, cause each Target to) use reasonable best efforts (i) to assist the Purchaser will also promptly deliver and its Representatives, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the Seller copies of any audited consolidated financial statements normal operation of the Company or applicable Target, in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that is reasonably required to be included in the Registration Statement and any other filings to be made by the Purchaser that with the PurchaserSEC in connection with the transactions contemplated by this Agreement and the Ancillary Documents and (ii) to obtain the consents of the Company’s certified public accountants auditors with respect thereto as may issuebe required by applicable Law.

Annual and Interim Financial Statements. (ia) During the Interim Period, within thirty (30) calendar days following the end of each calendar month, and within forty-five (45) calendar days following the end of each three-month calendar quarterly period and each fiscal year, the Seller Company shall deliver to the Purchaser an unaudited consolidated income statement and an unaudited consolidated balance sheet of the Target Entities Company for the period from the Interim Balance Sheet Date through the end of such monthly or calendar month, quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Company to the effect that all such financial statements fairly present the consolidated financial position and results of operations of the Target Entities Company as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing Date, the Seller will also promptly . (b) The Company shall use reasonable best efforts to deliver to the Purchaser copies on or prior to February 28, 2023, the audited financial statement of the Company, excluding the Targets (including, in each case, any related notes thereto), consisting of the balance sheets of the Company as of December 31, 2022, and the related audited consolidated financial income statements, changes in stockholder equity and statements of cash flows for the Target Entities fiscal year then ended, audited by a PCAOB qualified auditor in accordance with GAAP and PCAOB standards and containing an unqualified report of the Company’s auditors, that is required to be included in the Target Entities’ certified public accountants may issueRegistration Statement and any other filings to be made by the Purchaser or Holdco with the SEC in connection with the transactions contemplated hereby and in the Ancillary Document. (c) The Company shall use reasonable best efforts to deliver to Sponsor on or prior to February 28, 2023, (i) an audited financial statement of Cerevast (including, in each case, any related notes thereto), consisting of the balance sheets of Cerevast as of December 31, 2022, December 31, 2021 and December 31, 2020, and the related audited income statements, changes in stockholder equity and statements of cash flows for the fiscal years then ended, audited by a PCAOB qualified auditor in accordance with GAAP and PCAOB standards, (ii) During an audited financial statement of Axxxxxx (including, in each case, any related notes thereto), consisting of the Interim Periodbalance sheets of Aegeria as of December 31, within fifteen (15) calendar days following the end of each calendar month2022, December 31, 2021 and December 31, 2020, and within thirty the related audited income statements, changes in stockholder equity and statements of cash flows for the fiscal years then ended, audited by a PCAOB qualified auditor in accordance with GAAP and PCAOB standards, and (30iii) calendar days following the end an audited financial statement of Novokera (including, in each three-month calendar quarterly period and each fiscal yearcase, the Purchaser shall deliver to the Seller an unaudited consolidated income statement and an unaudited consolidated balance sheet any related notes thereto), consisting of the Purchaser for the period from the March balance sheets of Novokera as of December 31, 2022 through the end of such monthly or quarterly period or fiscal year and December 31, 2021, and the applicable comparative period related audited income statements, changes in stockholder equity and statements of cash flows for the preceding fiscal yearyears then ended, audited by a PCAOB qualified auditor in accordance with GAAP and PCAOB standards. (d) All financial statements delivered pursuant to this Section 8.4, (A) will be prepared from, and reflect in all material respects, the books and records of the Company, Cerevast, Aegeria, or Novokera, as applicable, (B) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, (C) will fairly present, in each case accompanied by a certificate of the Chief Financial Officer of the Purchaser to the effect that all such financial statements fairly present material respects, the consolidated financial position of the Company, Cerevast, Aegeria, and Novokera, as applicable, as of the dates thereof and their results of operations of the Purchaser as of the date or for the periods indicatedthen ended, and (D) will be audited in accordance with GAAP, subject the standards of the PCAOB. All costs incurred in connection with preparing and obtaining such financial statements shall be Expenses of the Company. (e) The Company shall (and shall use its reasonable best efforts to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing Date, cause each Target to) use reasonable best efforts (i) to assist the Purchaser will also promptly deliver and its Representatives, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the Seller copies of any audited consolidated financial statements normal operation of the Company or applicable Target, in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that is reasonably required to be included in the Registration Statement and any other filings to be made by the Purchaser that or Holdco with the PurchaserSEC in connection with the transactions contemplated by this Agreement and the Ancillary Documents and (ii) to obtain the consents of the Company’s certified public accountants auditors with respect thereto as may issuebe required by applicable Law.