Common use of Annual and Quarterly Financial Statements Clause in Contracts

Annual and Quarterly Financial Statements. Until the Distribution Date, ADESA shall not change its fiscal year and, until the ALLETE fiscal year end first occurring after the Distribution Date and thereafter to the extent necessary for the purpose of preparing consolidated financial statements or completing a financial statement audit, shall provide to ALLETE on a timely basis all Information that ALLETE reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of ALLETE's annual, quarterly and monthly financial statements; provided that ALLETE shall give ADESA reasonable prior notice of the Information that will be required so that ADESA can satisfy its obligations hereunder. Without limiting the generality of the foregoing, ADESA will provide all required financial Information with respect to ADESA and its Subsidiaries to ADESA's Auditors in a sufficient and reasonable time and in sufficient detail to permit ADESA's Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to ALLETE's Auditors with respect to financial Information to be included or contained in ALLETE's annual, quarterly and monthly financial statements. Similarly, ALLETE shall provide to ADESA on a timely basis all financial Information that ADESA reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of ADESA's annual, quarterly and monthly financial statements; provided that ADESA shall give ALLETE reasonable prior notice of the Information that will be required so that ALLETE can satisfy its obligations hereunder. Without limiting the generality of the foregoing, ALLETE will provide all required financial Information with respect to ALLETE and its Subsidiaries to ADESA's Auditors in a sufficient and reasonable time and in sufficient detail to permit ADESA's Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to ADESA's Auditors with respect to Information to be included or contained in ADESA's annual and quarterly financial statements.

Annual and Quarterly Financial Statements. Until the Distribution Date, ADESA PHH shall not change its fiscal year and, until the ALLETE Cendant fiscal year end first occurring after the Distribution Date and thereafter to the extent necessary for the purpose of preparing consolidated financial statements or completing a financial statement audit, . PHH shall provide to ALLETE Cendant on a timely basis all Information that ALLETE Cendant reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of ALLETE's Cendant’s annual, quarterly and monthly financial statements; provided that ALLETE Cendant shall give ADESA PHH reasonable prior notice of the Information that will be required so that ADESA PHH can satisfy its obligations hereunder. Without limiting the generality of the foregoing, ADESA PHH will provide all required financial Information with respect to ADESA PHH and its Subsidiaries to ADESA's PHH’s Auditors in a sufficient and reasonable time and in sufficient detail to permit ADESA's PHH’s Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to ALLETE's Cendant’s Auditors with respect to financial Information to be included or contained in ALLETE's Cendant’s annual, quarterly and monthly financial statements. Similarly, ALLETE Cendant shall provide to ADESA PHH on a timely basis all financial Information that ADESA PHH reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of ADESA's PHH’s annual, quarterly and monthly financial statements; provided that ADESA PHH shall give ALLETE Cendant reasonable prior notice of the Information that will be required so that ALLETE Cendant can satisfy its obligations hereunder. Without limiting the generality of the foregoing, ALLETE Cendant will provide all required financial Information with respect to ALLETE Cendant and its Subsidiaries to ADESA's PHH’s Auditors in a sufficient and reasonable time and in sufficient detail to permit ADESA's PHH’s Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to ADESA's PHH’s Auditors with respect to Information to be included or contained in ADESA's PHH’s annual and quarterly financial statements.

Annual and Quarterly Financial Statements. Until the Distribution Control Ending Date, ADESA Kaixin/CM Seven Star shall not change its fiscal year and, until the ALLETE first fiscal year end first for Renren occurring after the Distribution Date Control Ending Date, and thereafter to the extent necessary for the purpose of preparing consolidated financial statements or completing a financial statement audit, shall provide to ALLETE Renren on a timely basis all Information that ALLETE Renren reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of ALLETE's annual, Renren’s annual and quarterly and monthly financial statements; provided that ALLETE shall give ADESA reasonable prior notice of the Information that will be required so that ADESA can satisfy its obligations hereunder. Without limiting the generality of the foregoing, ADESA Kaixin/CM Seven Star will provide all required financial Information with respect to ADESA Kaixin/CM Seven Star and its Subsidiaries subsidiaries and VIEs to ADESA's Kaixin’s/CM Seven Star’s Auditors in a sufficient and reasonable time and in sufficient detail to permit ADESA's Kaixin’s/CM Seven Star’s Auditors to take all steps and perform all reviews procedures necessary to provide sufficient assistance to ALLETE's Renren’s Auditors with respect to financial Information to be included or contained in ALLETE's annual, Renren’s annual and quarterly and monthly financial statements. SimilarlyWithout limiting the generality of the foregoing, ALLETE Kaixin/CM Seven Star shall provide to ADESA Renren its audited annual consolidated financial statements within ninety (90) days after the close of each fiscal year, and its unaudited quarterly consolidated financial statements within thirty (30) days after the end of each fiscal quarter. Similarly, Renren shall provide to Kaixin/CM Seven Star on a timely basis all financial Information that ADESA Kaixin/CM Seven Star reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of ADESA's annual, Kaixin’s/CM Seven Star’s annual and quarterly and monthly financial statements; provided that ADESA shall give ALLETE reasonable prior notice of the Information that will be required so that ALLETE can satisfy its obligations hereunder. Without limiting the generality of the foregoing, ALLETE Renren will provide all required financial Information with respect to ALLETE and its Subsidiaries Renren Group to ADESA's Renren’s Auditors in a sufficient and reasonable time and in sufficient detail to permit ADESA's Renren’s Auditors to take all steps and perform all reviews procedures necessary to provide sufficient assistance to ADESA's Kaixin’s/CM Seven Star’s Auditors with respect to Information to be included or contained in ADESA's Kaixin’s/CM Seven Star’s annual and quarterly financial statements.

Annual and Quarterly Financial Statements. Until During the Distribution DateAccounting Requirements Period, ADESA ViSalus shall not change its fiscal year and, until during the ALLETE fiscal year end first occurring after the Distribution Date Accounting Requirements Period and thereafter to the extent necessary for the purpose of preparing consolidated financial statements or completing a financial statement audit, shall provide to ALLETE Blyth on a timely basis all financial Information that ALLETE Blyth reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of ALLETE's Blyth’s annual, quarterly and monthly financial statements; provided that ALLETE shall give ADESA reasonable prior notice of the Information that will be required so that ADESA can satisfy its obligations hereunder. Without limiting the generality of the foregoing, ADESA ViSalus will provide all required financial Information with respect to ADESA and its Subsidiaries ViSalus to ADESA's ViSalus’ Auditors in a sufficient and reasonable time and in sufficient detail to permit ADESA's ViSalus’ Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to ALLETE's Blyth’s Auditors with respect to financial Information to be included or contained in ALLETE's Blyth’s annual, quarterly and monthly financial statements. Similarly, ALLETE Blyth shall provide to ADESA ViSalus on a timely basis all financial Information that ADESA ViSalus reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of ADESA's ViSalus’ annual, quarterly and monthly financial statements; provided that ADESA shall give ALLETE reasonable prior notice of the Information that will be required so that ALLETE can satisfy its obligations hereunder. Without limiting the generality of the foregoing, ALLETE Blyth will provide all required financial Information with respect to ALLETE Blyth and its Subsidiaries to ADESA's Blyth’s Auditors in a sufficient and reasonable time and in sufficient detail to permit ADESA's Blyth’s Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to ADESA's ViSalus’ Auditors with respect to Information to be included or contained in ADESA's ViSalus’ annual and quarterly financial statements.

Annual and Quarterly Financial Statements. Until the Distribution Date, ADESA TRH shall not change its fiscal year and, until the ALLETE fiscal year end first occurring after the Distribution Date provide to AIG and thereafter to the extent necessary for the purpose of preparing accounting firm selected by AIG to audit AIG’s consolidated financial statements or completing a financial statement auditand to serve as AIG’s independent certified public accountants (the “AIG Auditors”), shall provide to ALLETE as directed by AIG, on a timely basis all Information information, including AIG’s Standard Internal reporting package for any Consolidated Period, that ALLETE AIG reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of ALLETE's annual, each of AIG’s annual and quarterly and monthly financial statements; provided statements that ALLETE shall give ADESA reasonable prior notice of the Information that will be required so that ADESA can satisfy its obligations hereunderinclude a Reporting Period. Without limiting the generality of the foregoing, ADESA TRH will provide all required financial Information information with respect to ADESA TRH and its the Company Subsidiaries to ADESA's Auditors the accounting firm selected by TRH to audit TRH’s consolidated financial statements and to serve as TRH’s independent certified public accountants (the “TRH Auditors”) in a sufficient and reasonable time and in sufficient detail to permit ADESA's the TRH Auditors to take all steps and perform all reviews necessary to necessary, and TRH shall provide sufficient assistance to ALLETE's Auditors the AIG Auditors, with respect to financial Information information to be included or contained in ALLETE's annual, each of AIG’s annual and quarterly financial statements that includes a Reporting Period. AIG shall reimburse TRH for all reasonable fees and monthly financial statements. Similarly, ALLETE shall provide expenses paid by TRH to ADESA on a timely basis all financial Information that ADESA reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of ADESA's annual, quarterly and monthly financial statements; provided that ADESA shall give ALLETE reasonable prior notice of the Information that will be required so that ALLETE can satisfy its obligations hereunder. Without limiting the generality of the foregoing, ALLETE will provide all required financial Information with respect to ALLETE and its Subsidiaries to ADESA's TRH Auditors in a sufficient and reasonable time and in sufficient detail to permit ADESA's connection with such TRH Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to ADESA's assisting AIG Auditors with respect to Information information relating to TRH and the Company Subsidiaries to be included or and contained in ADESA's each of AIG’s annual and quarterly financial statementsstatements that includes a Reporting Period. Other than as provided for in the preceding sentence, each party shall be responsible for its own costs and expenses in connection with this Section 3.15.

Annual and Quarterly Financial Statements. Until the Distribution Date, ADESA Coach shall not change its fiscal year and, until the ALLETE Xxxx Xxx fiscal year end first occurring after the Distribution Date and thereafter to the extent necessary for the purpose of preparing consolidated financial statements or completing a financial statement audit, shall provide to ALLETE Xxxx Xxx on a timely basis all Information that ALLETE Xxxx Xxx reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of ALLETE's Xxxx Xxx'x annual, quarterly and monthly financial statements; provided that ALLETE shall give ADESA reasonable prior notice of the Information that will be required so that ADESA can satisfy its obligations hereunder. Without limiting the generality of the foregoing, ADESA Coach will provide all required financial Information with respect to ADESA Coach and its Subsidiaries to ADESACoach's Auditors in a sufficient and reasonable time and in sufficient detail to permit ADESACoach's Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to ALLETE's Xxxx Xxx'x Auditors with respect to financial Information to be included or contained in ALLETE's Xxxx Xxx'x annual, quarterly and monthly financial statements. Similarly, ALLETE Xxxx Xxx shall provide to ADESA Coach on a timely basis all financial Information that ADESA Coach reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of ADESACoach's annual, quarterly and monthly financial statements; provided that ADESA shall give ALLETE reasonable prior notice of the Information that will be required so that ALLETE can satisfy its obligations hereunder. Without limiting the generality of the foregoing, ALLETE Xxxx Xxx will provide all required financial Information with respect to ALLETE Xxxx Xxx and its Subsidiaries to ADESACoach's Auditors in a sufficient and reasonable time and in sufficient detail to permit ADESACoach's Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to ADESACoach's Auditors with respect to Information to be included or contained in ADESACoach's annual and quarterly financial statements.

Annual and Quarterly Financial Statements. Until the Distribution Date, ADESA TRH shall not change its fiscal year and, until the ALLETE fiscal year end first occurring after the Distribution Date provide to AIG and thereafter to the extent necessary for the purpose of preparing accounting firm selected by AIG to audit AIG's consolidated financial statements or completing a financial statement auditand to serve as AIG's independent certified public accountants (the "AIG Auditors"), shall provide to ALLETE as directed by AIG, on a timely basis all Information information, including AIG's Standard Internal reporting package for any Consolidated Period, that ALLETE AIG reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of ALLETEeach of AIG's annual, annual and quarterly and monthly financial statements; provided statements that ALLETE shall give ADESA reasonable prior notice of the Information that will be required so that ADESA can satisfy its obligations hereunderinclude a Reporting Period. Without limiting the generality of the foregoing, ADESA TRH will provide all required financial Information information with respect to ADESA TRH and its the Company Subsidiaries to ADESAthe accounting firm selected by TRH to audit TRH's Auditors consolidated financial statements and to serve as TRH's independent certified public accountants (the "TRH Auditors") in a sufficient and reasonable time and in sufficient detail to permit ADESA's the TRH Auditors to take all steps and perform all reviews necessary to necessary, and TRH shall provide sufficient assistance to ALLETE's Auditors the AIG Auditors, with respect to financial Information information to be included or contained in ALLETE's annual, quarterly and monthly financial statements. Similarly, ALLETE shall provide to ADESA on a timely basis all financial Information that ADESA reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination each of ADESA's annual, quarterly and monthly financial statements; provided that ADESA shall give ALLETE reasonable prior notice of the Information that will be required so that ALLETE can satisfy its obligations hereunder. Without limiting the generality of the foregoing, ALLETE will provide all required financial Information with respect to ALLETE and its Subsidiaries to ADESA's Auditors in a sufficient and reasonable time and in sufficient detail to permit ADESA's Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to ADESA's Auditors with respect to Information to be included or contained in ADESAAIG's annual and quarterly financial statementsstatements that includes a Reporting Period. AIG shall reimburse TRH for all reasonable fees and expenses paid by TRH to TRH Auditors in connection with such TRH Auditors assisting AIG Auditors with respect to information relating to TRH and the Company Subsidiaries to be included and contained in each of AIG's annual and quarterly financial statements that includes a Reporting Period. Other than as provided for in the preceding sentence, each party shall be responsible for its own costs and expenses in connection with this Section 3.15.

Annual and Quarterly Financial Statements. Until the Distribution Datefirst UOL fiscal year end occurring after the UOL Group is no longer required to account for its investment in CMC on a consolidated basis or under the equity method of accounting (determined in accordance with GAAP consistently applied after consultation with the Auditors), ADESA CMC shall not change its fiscal year end and, until the ALLETE first UOL fiscal year end first occurring after the Distribution Date UOL Group is no longer required to account for its investment in CMC on a consolidated basis or under the equity method of accounting (determined in accordance with GAAP consistently applied after consultation with the Auditors), and thereafter to the extent necessary for the purpose of preparing consolidated financial statements or completing a financial statement audit, shall provide to ALLETE UOL on a timely basis all Information that ALLETE UOL reasonably requires to meet its schedule for the preparation, printing, filing, filing and public dissemination of ALLETEUOL's annual, quarterly and monthly financial statements; provided that ALLETE shall give ADESA reasonable prior notice of the Information that will be required so that ADESA can satisfy its obligations hereunder. Without limiting the generality of the foregoing, ADESA CMC will provide all required financial Information with respect to ADESA and its Subsidiaries CMC to ADESA's CMC Auditors in a sufficient and reasonable time and in sufficient detail to permit ADESA's CMC Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to ALLETE's UOL Auditors with respect to financial Information to be included or contained in ALLETEUOL's annual, quarterly and monthly financial statements. Similarly, ALLETE UOL shall provide to ADESA CMC on a timely basis all financial Information that ADESA CMC reasonably requires to meet its schedule for the preparation, printing, filing, filing and public dissemination of ADESACMC's annual, quarterly and monthly financial statements; provided that ADESA shall give ALLETE reasonable prior notice of the Information that will be required so that ALLETE can satisfy its obligations hereunder. Without limiting the generality of the foregoing, ALLETE UOL will provide all required financial Information with respect to ALLETE UOL and its Subsidiaries to ADESA's CMC Auditors in a sufficient and reasonable time and in sufficient detail to permit ADESA's CMC Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to ADESA's CMC Auditors with respect to Information to be included or contained in ADESACMC's annual, quarterly and monthly financial statements. CMC will file its annual and quarterly financial statementsstatements with the Commission on the same date that UOL files the UOL annual and quarterly financial statements with the Commission unless otherwise required by applicable law.