Annual Financial Reporting. The following is applicable only if Lone Pine is utilizing Forest’s services under the Transition Services Agreement to perform Lone Pine’s external financial reporting. (i) No later than 27 Business Days following the year-end, Lone Pine shall deliver to Forest draft Notes to the financial statements, prepared in accordance GAAP, and a draft management’s discussion and analysis of financial condition and results of operations, including an explanation of any material period–to–period change and any off–balance sheet transactions, all in reasonable detail and prepared in accordance with Item 303(b) of Regulation S–K and in accordance with any similar or successor rule to the extent applicable to Forest, for the period being reported. (ii) Lone Pine may make corrections and non-substantive changes to its Form 10-K, which corrections and changes shall be delivered by Lone Pine to Forest as soon as practicable, and in any event within eight hours after they are made; provided, further, that Forest and Lone Pine financial representatives shall actively consult with each other regarding any changes (whether or not substantive) that Lone Pine may consider making to its Form 10-K up until the earlier of (x) three Business Days prior to the date on which Lone Pine is required to file a Form 10–K or other document containing its annual financial statements with the Commission and (y) three Business Days prior to the date on which Forest has notified Lone Pine that Forest intends to file its Form 10–K or other document containing annual financial statements of Forest with the Commission (which notice shall be given at least 21 days prior to such intended filing date), with particular focus on any changes that would have an effect upon the financial statements or related disclosures of Forest. Changes made after the earlier of the dates described in the preceding sentence must be approved by Forest. (iii) In addition to the foregoing and subject to applicable Law, no financial statement or any other document that refers to or contains information not previously publicly disclosed with respect to the ownership of Lone Pine by Forest, the Separation Agreements, the Separation, or the Spin Off shall be filed with the Commission or otherwise made public by any Lone Pine Group member without the prior written consent of Forest. (iv) Notwithstanding anything to the contrary in this Section 7.5, Lone Pine shall file its annual financial statements with the Commission on the same date that Forest files the Forest annual financial statements with the Commission unless otherwise required by applicable Law.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Lone Pine Resources Inc.), Separation and Distribution Agreement (Lone Pine Resources Inc.)
Annual Financial Reporting. The following is applicable only if Lone Pine is performing its own external financial reporting and not utilizing Forest’s services under the Transition Services Agreement to perform Lone Pine’s external financial reporting.
(i) No As soon as practicable, and in any event no later than 27 four Business Days following after Forest has provided Lone Pine with Lone Pine’s oil and natural gas reserves estimates as of the year-endend being reported or, if Lone Pine is providing its own oil and natural gas reserves estimates, no later than 14 Business Days after the year-end being reported, Lone Pine shall deliver to Forest final consolidated and consolidating balance sheets, statements of operations, and statements of cash flows as well as a consolidated statement of stockholders’ equity for the Lone Pine Group as of and for the quarter and year ended and balance sheets and statements of operations for each member of the Lone Pine Group that is included in the consolidated financial statements, as the case may be, as of and for the quarter and year ended, in such format and detail as Forest may reasonably request. All of the financial statements described in the preceding sentence shall be stated in United States dollars, shall be prepared in accordance with GAAP and Article 10 of Regulation S–X and in accordance with any similar or successor rule to the extent applicable to Forest.
(ii) As soon as practicable, and in any event no later than the earlier of (x) 10 Business Days prior to the date on which Lone Pine is required to file a Form 10–K or other document containing its annual financial statements with the Commission and (y) 10 Business Days prior to the date on which Forest has notified Lone Pine that Forest intends to file its Form 10–K or other document containing annual financial statements of Forest with the Commission (which notice shall be given at least 21 days prior to such intended filing date), Lone Pine shall deliver to Forest draft Notes to the financial statements, statements prepared in accordance GAAP, with GAAP and a draft management’s discussion and analysis of financial condition and results of operationsoperations for such fiscal period, including an explanation of any material period–to–period to period change and any off–off balance sheet transactions, all in reasonable detail and prepared in accordance with Item 303(b) of Regulation S–K and in accordance with any similar or successor rule to the extent applicable to Forest, for the period being reported.
(iiiii) As soon as practicable, and in any event no later than the earlier of (x) five Business Days prior to the date on which Lone Pine is required to file a Form 10–K or other document containing its annual financial statements with the Commission and (y) five Business Days prior to the date on which Forest has notified Lone Pine that Forest intends to file its Form 10–K or other document containing annual financial statements of Forest with the Commission (which notice shall be given at least 21 days prior to such intended filing date), Lone Pine shall deliver to Forest its Form 10–K, in substantially final form; provided, further, that Lone Pine may continue to revise such Form 10–K prior to the filing thereof in order to make corrections and non-substantive changes to its Form 10-Kchanges, which corrections and changes shall be delivered by Lone Pine to Forest as soon as practicable, and in any event within eight hours after they are made; provided, further, that Forest and Lone Pine financial representatives shall actively consult with each other regarding any changes (whether or not substantive) that Lone Pine may consider making to its Form 10-–K up until the earlier of (x) three Business Days prior to the date on which Lone Pine is required to file a Form 10–K or other document containing its annual financial statements with the Commission and (y) three Business Days prior to the date on which Forest has notified Lone Pine that Forest intends to file its Form 10–K or other document containing annual financial statements of Forest with the Commission (which notice shall be given at least 21 days prior to such intended filing date), with particular focus on any changes that would have an effect upon the financial statements or related disclosures of Forest. Changes made after the earlier of the dates described in the preceding sentence must be approved by Forest.
(iiiiv) In addition to the foregoing and subject to applicable Law, no financial statement or any other document that refers to or contains information not previously publicly disclosed with respect to the ownership of Lone Pine by Forest, the Separation Agreements, the Separation, or the Spin Spin-Off shall be filed with the Commission or otherwise made public by any Lone Pine Group member without the prior written consent of Forest.
(ivv) Notwithstanding anything to the contrary in this Section 7.5, 7.5 Lone Pine shall file its annual financial statements with the Commission on the same date that Forest files the Forest annual financial statements with the Commission unless otherwise required by applicable Law.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Lone Pine Resources Inc.), Separation and Distribution Agreement (Lone Pine Resources Inc.)
Annual Financial Reporting. The following is applicable only if Lone Pine is performing its own external financial reporting and not utilizing Forest’s services under the Transition Services Agreement to perform Lone Pine’s external financial reporting.
(i) No As soon as practicable, and in any event no later than 27 four Business Days following after Forest has provided Lone Pine with Lone Pine’s oil and natural gas reserves estimates as of the year-endend being reported or, if Lone Pine is providing its own oil and natural gas reserves estimates, no later than 14 Business Days after the year-end being reported, Lone Pine shall deliver to Forest final consolidated and consolidating balance sheets, statements of operations, and statements of cash flows as well as a consolidated statement of stockholders’ equity for the Lone Pine Group as of and for the quarter and year ended and balance sheets and statements of operations for each member of the Lone Pine Group that is included in the consolidated financial statements, as the case may be, as of and for the quarter and year ended, in such format and detail as Forest may reasonably request. All of the financial statements described in the preceding sentence shall be stated in United States dollars, shall be prepared in accordance with GAAP and Article 10 of Regulation S—X and in accordance with any similar or successor rule to the extent applicable to Forest.
(ii) As soon as practicable, and in any event no later than the earlier of (x) 10 Business Days prior to the date on which Lone Pine is required to file a Form 10—K or other document containing its annual financial statements with the Commission and (y) 10 Business Days prior to the date on which Forest has notified Lone Pine that Forest intends to file its Form 10—K or other document containing annual financial statements of Forest with the Commission (which notice shall be given at least 21 days prior to such intended filing date), Lone Pine shall deliver to Forest draft Notes to the financial statements, statements prepared in accordance GAAP, with GAAP and a draft management’s discussion and analysis of financial condition and results of operationsoperations for such fiscal period, including an explanation of any material period–to–period to period change and any off–off balance sheet transactions, all in reasonable detail and prepared in accordance with Item 303(b) of Regulation S–—K and in accordance with any similar or successor rule to the extent applicable to Forest, for the period being reported.
(iiiii) As soon as practicable, and in any event no later than the earlier of (x) five Business Days prior to the date on which Lone Pine is required to file a Form 10—K or other document containing its annual financial statements with the Commission and (y) five Business Days prior to the date on which Forest has notified Lone Pine that Forest intends to file its Form 10—K or other document containing annual financial statements of Forest with the Commission (which notice shall be given at least 21 days prior to such intended filing date), Lone Pine shall deliver to Forest its Form 10—K, in substantially final form; provided, further, that Lone Pine may continue to revise such Form 10—K prior to the filing thereof in order to make corrections and non-substantive changes to its Form 10-Kchanges, which corrections and changes shall be delivered by Lone Pine to Forest as soon as practicable, and in any event within eight hours after they are made; provided, further, that Forest and Lone Pine financial representatives shall actively consult with each other regarding any changes (whether or not substantive) that Lone Pine may consider making to its Form 10-—K up until the earlier of (x) three Business Days prior to the date on which Lone Pine is required to file a Form 10–—K or other document containing its annual financial statements with the Commission and (y) three Business Days prior to the date on which Forest has notified Lone Pine that Forest intends to file its Form 10–—K or other document containing annual financial statements of Forest with the Commission (which notice shall be given at least 21 days prior to such intended filing date), with particular focus on any changes that would have an effect upon the financial statements or related disclosures of Forest. Changes made after the earlier of the dates described in the preceding sentence must be approved by Forest.
(iiiiv) In addition to the foregoing and subject to applicable Law, no financial statement or any other document that refers to or contains information not previously publicly disclosed with respect to the ownership of Lone Pine by Forest, the Separation Agreements, the Separation, or the Spin Spin-Off shall be filed with the Commission or otherwise made public by any Lone Pine Group member without the prior written consent of Forest.
(ivv) Notwithstanding anything to the contrary in this Section 7.5, 7.5 Lone Pine shall file its annual financial statements with the Commission on the same date that Forest files the Forest annual financial statements with the Commission unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Lone Pine Resources Inc.)
Annual Financial Reporting. The following is applicable only if Lone Pine is utilizing Forest’s services under the Transition Services Agreement to perform Lone Pine’s external financial reporting.
(i) No later than 27 Business Days following the year-end, Lone Pine shall deliver to Forest draft Notes to the financial statements, prepared in accordance GAAP, and a draft management’s discussion and analysis of financial condition and results of operations, including an explanation of any material period–—to–—period change and any off–—balance sheet transactions, all in reasonable detail and prepared in accordance with Item 303(b) of Regulation S–—K and in accordance with any similar or successor rule to the extent applicable to Forest, for the period being reported.
(ii) Lone Pine may make corrections and non-substantive changes to its Form 10-K, which corrections and changes shall be delivered by Lone Pine to Forest as soon as practicable, and in any event within eight hours after they are made; provided, further, that Forest and Lone Pine financial representatives shall actively consult with each other regarding any changes (whether or not substantive) that Lone Pine may consider making to its Form 10-K up until the earlier of (x) three Business Days prior to the date on which Lone Pine is required to file a Form 10–—K or other document containing its annual financial statements with the Commission and (y) three Business Days prior to the date on which Forest has notified Lone Pine that Forest intends to file its Form 10–—K or other document containing annual financial statements of Forest with the Commission (which notice shall be given at least 21 days prior to such intended filing date), with particular focus on any changes that would have an effect upon the financial statements or related disclosures of Forest. Changes made after the earlier of the dates described in the preceding sentence must be approved by Forest.
(iii) In addition to the foregoing and subject to applicable Law, no financial statement or any other document that refers to or contains information not previously publicly disclosed with respect to the ownership of Lone Pine by Forest, the Separation Agreements, the Separation, or the Spin Spin-Off shall be filed with the Commission or otherwise made public by any Lone Pine Group member without the prior written consent of Forest.
(iv) Notwithstanding anything to the contrary in this Section 7.5, Lone Pine shall file its annual financial statements with the Commission on the same date that Forest files the Forest annual financial statements with the Commission unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Lone Pine Resources Inc.)