Common use of Audit or Review of Financial Statements Clause in Contracts

Audit or Review of Financial Statements. To the extent Buyer reasonably requires audited or reviewed financial statements with respect to the Business in order to comply with the reporting requirements of the Securities and Exchange Commission (the "SEC") set forth in Regulations S-K and S-X, Seller will cooperate with the independent auditors chosen by Buyer in connection with their audit of any annual financial statements that Buyer reasonably requires to comply with Regulations S-X and S-K, and their review of any interim quarterly financial statements that Buyer reasonably requires to comply with Regulations S-X and S-K. If Closing has not occurred prior to March 31, 2000, then as soon as practicable but in any event by May 15, 2000. Seller will provide for audit a balance sheet as of December 31, 1999, and an income statement and statement of cash flows and changes in equity for the year ending December 31, 1999. The financial statements to be audited or reviewed pursuant to this Section 5.2.7, are hereinafter referred to as the "Required Financial Statements." Seller's cooperation will include (i) such access to Seller's employees who were responsible for preparing the Required Financial Statements and to workpapers and other supporting documents used in the preparation of the Required Financial Statements as may be reasonably required by such auditors to perform an audit in accordance with generally accepted auditing standards, (ii) delivery of any Required Financial Statements within 45 days after Buyer's request for the same (except as otherwise provided in the second sentence of this Section 5.2.7) and in the form required by Regulations S-X and S-K, and (iii) delivery of one or more representation letters from Seller to such auditors that are requested by Buyer to allow such auditors to complete the audit (or review of any interim quarterly financials), and to issue an opinion acceptable to the SEC with respect to the audit or review of those Required Financial Statements. Seller will bear the cost of preparation of the Required Financial Statements. Buyer and Seller will share equally the cost of the audit or review.

Audit or Review of Financial Statements. To the extent Buyer reasonably requires audited an additional audit or reviewed review of financial statements with respect to the Business in order to comply with the reporting requirements of the Securities and Exchange Commission (the "SEC") set forth in under Regulations S-K and S-X, Seller will cooperate with the independent auditors chosen by Buyer to audit or review the Financial Statements delivered by Buyer in connection accordance with their audit of any annual Section 8.1.21 and such other financial statements that as may be required by Buyer reasonably requires to comply with Regulations S-X K and S-KX (collectively, and their review of any interim quarterly financial statements that Buyer reasonably requires to comply with Regulations S-X and S-K. If Closing has not occurred prior to March 31, 2000, then as soon as practicable but in any event by May 15, 2000. Seller will provide for audit a balance sheet as of December 31, 1999, and an income statement and statement of cash flows and changes in equity for the year ending December 31, 1999. The financial statements to be audited or reviewed pursuant to this Section 5.2.7, are hereinafter referred to as the "Required SEC Financial Statements." "). Seller's cooperation will include (i) such access to Seller's employees who were responsible for preparing the Required Financial Statements and to workpapers and other supporting documents used in the preparation of the Required SEC Financial Statements and delivery of one or more representation letters from Seller to such auditors as may be reasonably required by such auditors to perform an audit in accordance with generally accepted auditing standards, (ii) delivery of any Required Financial Statements within 45 days after Buyer's request for the same (except as otherwise provided standards or a review in the second sentence of this Section 5.2.7) and in the form required by Regulations S-X and S-K, and (iii) delivery of one or more representation letters from Seller to such auditors that are requested by Buyer to allow such auditors to complete the audit (or review of any interim quarterly financials), accordance with AICPA standards and to issue render an opinion acceptable to the SEC with respect to the audit or review of those Required the SEC Financial Statements, it being understood that such representation letters shall acknowledge (i) Seller's extensive use of estimates and allocations in the preparation of the SEC Financial Statements, and (ii) Seller's belief that the SEC Financial Statements represent the financial condition and results of operations of the Business, in accordance with GAAP, and that such estimates and allocations were made on a reasonable basis and in accordance with GAAP. However, Buyer acknowledges that because the Business represents only a portion of Seller, Buyer is not acquiring significant support elements located outside the Purchased Exchanges, and Buyer will operate under new tariffs, carrier contracts and other conditions that will significantly impact the future revenues of the Business, the Financial Statements may not be representative of the financial performance of the Business during future periods. Seller will bear the cost of the preparation of its financial statements, including the Required SEC Financial Statements. Buyer and Seller will share equally bear the cost of the preparation of any other financial statements that it will be required to file with the SEC, as well as the cost of the audit or reviewreview of the SEC Financial Statements. Buyer acknowledges that the SEC Financial Statements and any supporting documentation have been made available as an indication of the historical financial performance and condition of the Business. Except to the extent that the SEC Financial Statements reflect intentional misrepresentation or fraud, Buyer agrees not to make any claim related to the performance of the Business after the date of the SEC Financial Statements on the basis of a comparison to the SEC Financial Statements.

Audit or Review of Financial Statements. To the extent Buyer reasonably requires audited an audit or reviewed review of financial statements with respect to the Business in order to comply with the reporting requirements of the Securities and Exchange Commission (the "SEC") set forth in under Regulations S-K and S-X, Seller will cooperate with the independent auditors chosen by Buyer to audit or review the Financial Statements delivered by Buyer in connection accordance with their audit of any annual Section 8.1.21 and such other financial statements that as may be required by Buyer reasonably requires to comply with Regulations S-X K and S-KX (collectively, and their review of any interim quarterly financial statements that Buyer reasonably requires to comply with Regulations S-X and S-K. If Closing has not occurred prior to March 31, 2000, then as soon as practicable but in any event by May 15, 2000. Seller will provide for audit a balance sheet as of December 31, 1999, and an income statement and statement of cash flows and changes in equity for the year ending December 31, 1999. The financial statements to be audited or reviewed pursuant to this Section 5.2.7, are hereinafter referred to as the "Required SEC Financial Statements." "). Seller's cooperation will include (i) such access to Seller's employees who were responsible for preparing the Required Financial Statements and to workpapers and other supporting documents used in the preparation of the Required SEC Financial Statements and delivery of one or more representation letters from Seller to such auditors as may be reasonably required by such auditors to perform an audit in accordance with generally accepted auditing standards, (ii) delivery of any Required Financial Statements within 45 days after Buyer's request for the same (except as otherwise provided standards or a review in the second sentence of this Section 5.2.7) and in the form required by Regulations S-X and S-K, and (iii) delivery of one or more representation letters from Seller to such auditors that are requested by Buyer to allow such auditors to complete the audit (or review of any interim quarterly financials), accordance with AICPA standards and to issue render an opinion acceptable to the SEC with respect to the audit or review of those Required the SEC Financial Statements, it being understood that such representation letters shall acknowledge (i) Seller's extensive use of estimates and allocations in the preparation of the SEC Financial Statements, and (ii) Seller's belief that the SEC Financial Statements represent the financial condition and results of operations of the Business, in accordance with GAAP, and that such estimates and allocations were made on a reasonable basis and in accordance with GAAP. However, Buyer acknowledges that because the Business represents only a portion of Seller, Buyer is not acquiring significant support elements located outside the Purchased Exchanges, and Buyer will operate under new tariffs, carrier contracts and other conditions that will significantly impact the future revenues of the Business, the Financial Statements may not be representative of the financial performance of the Business during future periods. Seller will bear the cost of the preparation of its financial statements, including the Required SEC Financial Statements. Buyer and Seller will share equally bear the cost of the preparation of any other financial statements that it will be required to file with the SEC, as well as the cost of the audit or reviewreview of the SEC Financial Statements. Buyer acknowledges that the SEC Financial Statements and any supporting documentation have been made available as an indication of the historical financial performance and condition of the Business. Except to the extent that the SEC Financial Statements reflect intentional misrepresentation or fraud, Buyer agrees not to make any claim related to the performance of the Business after the date of the SEC Financial Statements on the basis of a comparison to the SEC Financial Statements.

Audit or Review of Financial Statements. To Seller will cooperate with Ernst & Young, LLP, the extent independent auditors chosen by Buyer reasonably requires audited or reviewed and its Affiliates, in connection with their audit of any annual financial statements of the Company and the LLC that Buyer or any of its Affiliates requires to comply with respect to Regulations S-X and S-K, and their review of any interim quarterly financial statements of the Business in order Company and the LLC that Buyer or any of its Affiliates requires to comply with the reporting requirements of the Securities and Exchange Commission (the "SEC") set forth in Regulations S-K and S-X, Seller will cooperate with the independent auditors chosen by Buyer in connection with their audit of any annual financial statements that Buyer reasonably requires to comply with Regulations S-X and S-K, and their review of any interim quarterly financial statements that Buyer reasonably requires to comply with Regulations S-X and S-K. If Closing has not occurred prior to March 31, 2000, then as soon as practicable but in any no event by May 15, 2000. shall Seller will provide for audit a balance sheet as of December 31, 1999, and an income statement and statement of cash flows and changes in equity for the year ending December 31, 1999. The financial statements to be audited or reviewed required pursuant to this Section 5.2.7, are hereinafter referred 4.16 to as cooperate with respect to more than three (3) years of such annual financial statements of the "Required Financial Statements." Company and the LLC. Seller's cooperation will include (i) such access to Seller's employees who were responsible for preparing the Required Financial Statements financial statements and to workpapers and other supporting documents used in the preparation of the Required Financial Statements financial statements as may be reasonably required by such auditors to perform an audit in accordance with generally accepted auditing standards, (ii) delivery of any Required Financial Statements within 45 days after Buyer's request for the same (except as otherwise provided in the second sentence of this Section 5.2.7) and in the form required by Regulations S-X and S-K, and (iii) delivery of one or more customary representation letters from Seller to such auditors that are requested by Buyer or any of its Affiliates to allow such auditors to complete the an audit (or review of any interim quarterly financials), and to issue an opinion that in such Buyer Affiliate's experience is acceptable to the SEC with respect to the an audit or review of those Required Financial Statements. financial statements required pursuant to Section 4.16, (iii) cooperation with Buyer and its Affiliates to obtain any necessary consents from Ernst & Young, LLP to the use of the financial statements in any filings Buyer or any of its Affiliates is required to make pursuant to the Securities Act of 1933, as amended ("SECURITIES ACT") or the Securities and Exchange Act of 1934 and to cooperate in seeking to obtain any related comfort letters from Ernst & Young, LLP; Buyer will reimburse Seller will bear for any reasonable overhead costs with respect to the cost of preparation of the Required Financial Statementsfinancial statements. Buyer and Seller or its appropriate Affiliate will share equally be responsible for any fees due to Ernst & Young LLP for preparing the cost of the audit or reviewfinancial statements.