Assistance with Public Filings. Upon reasonable request, the Sub-Adviser shall review draft shareholder commentary and similar information in reports to shareholders, registration statements, prospectuses or amendments or supplements thereto or portions thereof that relate to the Allocated Assets or the Sub-Adviser and other documents provided to the Sub-Adviser that relate to the Allocated Assets, provide comments on such drafts within a reasonable time agreed upon by the parties, and provide certifications or sub-certifications as to the accuracy of the information provided in writing by the Sub-Adviser and/or contained in such reports or other documents within a reasonable time agreed upon by the parties.
Assistance with Public Filings. From and after the Closing Date, the Seller shall provide such information, assistance and cooperation as the Buyer or any of its Affiliates may reasonably request in connection with the preparation and filing of any registration statement, prospectus, report or other document, the filing of which with any Governmental Entity or stock exchange the Buyer or any of its Affiliates believes in good faith to be required by any applicable law, regulation or stock market rule (each such document, a “Public Filing”). Not in limitation of the foregoing, the Seller shall request of any and all of its present and former independent auditors that each such auditor, at the sole cost and expense of the Buyer, (a) cooperate with and assist the Buyer or any of its Affiliates in the preparation of financial statements with respect to the business of the Seller as conducted as of and prior to the Closing Date for inclusion by the Buyer or any of its Affiliates in any Public Filing, such financial statements to be in compliance with any applicable requirements of Regulation S-X and Forms 8-K, X-0, X-0 and S-4 of the Securities and Exchange Commission, or any other applicable law, regulation, or stock market rule, and to include any pro forma financial information as may be required thereby; (b) deliver “comfort letters” in customary form in connection with any offering of securities by the Buyer or any of its Affiliates; and (c) deliver any consents to the inclusion of financial statements as may be required in connection with any Public Filing.
