Assistance with Financial Statements. Seller shall, at Buyer’s expense, use its commercially reasonable efforts to take all commercially reasonable actions, including the making available of the Seller’s accountants and the granting of access to Buyer and its accountants to all books and records of the Seller used in connection with Seller’s business and the Purchased Assets, to assist Buyer in connection with Buyer’s preparation of any financial statements which may be required by Items 2.01 and 9.01 of Form 8-K in order for Buyer to meet its Form 8-K obligations within the applicable time period required by such form.
Assistance with Financial Statements. (a) Prior to the Closing and as soon as reasonably practicable after the date hereof, Primero shall cause to be prepared in accordance with IFRS, at the sole expense of XxXxxx, all unaudited carve-out financial statements relating to the Purchased Assets as may be reasonably required by XxXxxx pursuant to applicable Securities Laws. In addition, Primero shall use reasonable commercial efforts to cause to be prepared in accordance with IFRS, at the sole expense of XxXxxx, as soon as reasonably practicable after the date hereof, all audited carve-out financial statements relating to the Purchased Assets as may be reasonably required by XxXxxx in accordance with applicable Securities Laws in connection with the Transaction.
(b) This Section 4.10 shall survive the Closing for a period of 90 days.
Assistance with Financial Statements. Seller shall, for the period from the Closing Date through the first (1st) anniversary of the Closing, upon reasonable advance notice from Purchaser, provide Purchaser and its representatives, agents and employees with access to all financial and other information within such Seller's possession or reasonable control pertaining to the period of such Seller's ownership of the Shares, which information is relevant and reasonably necessary, in the opinion of Purchaser's outside, third party accountants (the "Accountants"), to enable Purchaser and its Accountants to prepare and audit financial statements (including, without limitation, audited financial statements of the Company and the Subsidiaries for fiscal years 2003, 2004 and 2005 with respect to the Company and the Subsidiaries acquired by Purchaser in compliance with any or all of (a) Rule 3-14 of Regulation S-X of the Securities and Exchange Commission (the "Commission"); (b) any other rule issued by the Commission and applicable to Purchaser, and (c) any registration statement, report or disclosure statement filed with the Commission by or on behalf of Purchaser. If requested by Purchaser, Seller shall cause an appropriate officer of Seller to execute and deliver a representation letter to Purchaser's auditors with respect to all financial information delivered to Purchaser and its auditors with respect to the pre-Closing operations of the Company and its Subsidiaries, in a form and substance reasonably satisfactory to Purchaser and its Accountants, including unaudited interim financial statements, if required.
Assistance with Financial Statements. The Company shall use its commercially reasonable efforts to take all commercially reasonable actions, including the making available of the Company’s accountants and the granting of access to Buyer and its accountants to all books and records of the Company and its Subsidiaries, to assist Buyer in connection with its preparation of any financial statements which may be required by Items 2.01 and 9.01 of Form 8-K in order for Buyer to meet its Form 8-K obligations within the applicable time period required by such form.
Assistance with Financial Statements. From time to time, as requested by the Purchaser, the Seller shall assist the Company, at his sole cost and expense, with the preparation of financial statements in accordance with US GAAP, pro forma financial information and such other interim financial information as the Company may request from time to time to satisfy the Company’s filing and reporting obligations with the SEC.
Assistance with Financial Statements. Notwithstanding anything to the contrary herein, at the Buyer’s request, TreeHouse and each of its Affiliates agree to use its reasonable best efforts both prior to and after the Closing Date to assist the Buyer (and the Buyer’s accountants, attorneys, and other representatives), at the Buyer’s sole cost and expense, in obtaining and preparing all financial statements regarding the Business by providing the financial data relating to the Business for the periods prior to the Closing Date that may be required to comply with Regulation S-X and Regulation S-K promulgated under the Securities Act of 1933, as amended.
Assistance with Financial Statements. Prior to the Closing, the Company shall use its reasonable best efforts to (at Parent’s sole cost and expense) (a) provide Parent with all financial information regarding the Company, in such form as reasonably requested by Parent, in connection with Parent’s disclosure obligations under the Securities Act and Exchange Act, as applicable, including, (i) audited financial statements for each of the three years ending December 31, 2008 and (ii) financial statements for any quarterly interim period since December 31, 2008 and comparable prior year periods and (b) assist Parent with the preparation of any pro forma financial statements required by Regulation S-X of the Exchange Act. Without limiting Sections 6.1(b) and 6.2, subject to applicable Law, the Company agrees to (A) provide reasonable cooperation, and to cause its Subsidiaries and their respective officers and employees to provide reasonable cooperation and (B) use its commercially reasonable efforts to cause its independent auditors to provide reasonable cooperation, in connection with the arrangement of any financing of Parent required prior to the Closing, including, reasonable participation (at Parent’s sole cost and expense) in meetings and road shows; making available information, including the Company’s historical financial information, relating to such financing reasonably requested by Parent; and provide reasonable assistance (at Parent’s sole cost and expense) in the preparation of offering memoranda, private placement memoranda and similar documents of Parent. Parent will use reasonable best efforts to minimize any disruption to the businesses of the Company and its Subsidiaries which may result from the requests for access, data and information under this Section 6.8. Without prejudice to any rights of Purchaser and Parent relating to the accuracy of the representations and warranties contained in Article III, Parent shall indemnify and hold harmless the Company, its officers, directors, employees, agents and representatives, for its cooperation pursuant to this Section 6.8, other than in the case of gross negligence or willful misconduct.
Assistance with Financial Statements. Each Seller, at Buyer's cost and expense, shall, for the period from the Effective Date through the first (1st) anniversary of the Closing (or, with respect to the Tarzana Property, the Second Tarzana Closing) of such Seller's Property, upon reasonable advance notice from Buyer, provide Buyer and its representatives, agents and employees with access to all financial and other information within such Seller's or its Manager's possession or reasonable control pertaining to the period of such Seller's ownership and operation of such Property, which information is relevant and reasonably necessary, in the opinion of Buyer's outside, third party accountants (the "Accountants"), to enable Buyer and its Accountants to prepare and audit financial statements (including, without limitation, audited financial statements of the Property for fiscal years 2002, 2003, 2004, and 2005 and comparative unaudited financial statements through Closing (or, with respect to the Tarzana Property, the Second Tarzana Closing) with respect to such Property acquired by Buyer in compliance with any or all of (a) Rule 3-14 of Regulation S-X of the Securities and Exchange Commission (the "Commission"); (b) any other rule issued by the Commission and applicable to Buyer, and (c) any registration statement, report or disclosure statement filed with the Commission by or on behalf of Buyer or any affiliate of Buyer. Buyer shall reimburse Sellers and Manager for those costs and expenses (including the wages and salaries and costs of Manager and Manager's employees but excluding the wages and salaries of Seller's employees) that Seller or Manager incurs in order to comply with the foregoing requirement, but shall not exceed $30,000 in the aggregate for all Sellers' and Managers' costs and expenses. Seller shall be obligated to fund any such costs and expenses in excess of $30,000. Seller agrees to cause an executive officer of Seller (or of its Manager) with knowledge concerning the financials affairs of the Property to execute and deliver a representation letter (the "Representation Letter") to Buyer's Accountants with respect to all financial information delivered to Buyer and its Accountants by Seller, in a form and substance substantially similar to what would have been executed and delivered to their auditors had the Seller been preparing audited financial statements for such time periods with respect to the Property.
Assistance with Financial Statements. Upon not less than five (5) days prior notice from Buyer to Seller, Seller hereby agrees to provide Buyer's auditors, at Buyer's sole cost and expense, sufficient access to information and personnel to obtain all of the information they require to prepare audited financial statements of the Property for fiscal years 2002, 2003 and 2004 and comparative unaudited interim financial statements through closing. Sellers also agree to cause an executive officer of Sellers and/or Property Manager with knowledge concerning the financials affairs of the Property to execute and deliver a representation letter (the Purchase Agreement SHP/Renaissance Portfolio Contract
Assistance with Financial Statements. The Company shall provide to the Purchaser, on a timely basis, all financial information the Purchaser reasonably requires related to the Company and its Subsidiaries, provided that the Purchaser has provided the Company with reasonable notice of such request, in order to meet its schedule for the preparation of any financial statements or filings, submissions or notices to be made or given by the Purchaser pursuant to applicable Laws, Securities Authorities or Governmental Entities. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide all required financial information with respect to the Company and its Subsidiaries to the Purchaser and its auditors to permit the Purchaser’s auditors to take all steps and perform all reviews necessary to provide sufficient assistance to the Purchaser with respect to information to be included in such financial statements.
