Carve-Out Financial Statements. Promptly following the date hereof and in no event later than three (3) months following the Closing, Arbutus shall engage one of Deloitte, PricewaterhouseCoopers, Ernst & Young or KPMG or any other accounting firm, in each case, reasonably acceptable to Roivant for the purposes of preparing audited combined balance sheets and combined statements of income and cash flows relating to the LNP Business, the LNP Assets and the Assumed Liabilities as of March 31, 2018 and March 31, 2017, and for the period ended April 1, 2017 to March 31, 2018 and year ended April 1, 2016 to March 31, 2017 and notes to such financial statements (the Audited Carve-Out Financial Statements), and Arbutus, Roivant and the Company shall facilitate such audit review, cooperate with and consult with each other in connection with the preparation of the Audited Carve-Out Financial Statements and perform promptly the work necessary for the preparation and completion of the Audited Carve-Out Financial Statements as expeditiously as reasonably possible, but not later than September 30, 2018. Promptly following the Closing Date, Arbutus, Roivant and the Company shall reasonably cooperate with each other in connection with the preparation of the Audited Carve-Out Financial Statements and shall provide each other and their respective directors, managers, officers, employees, agents, attorneys, consultants, advisors or other representatives with reasonable access to the personnel of one another and their respective Affiliates and to available financial information in their possession relating to the LNP Business, the LNP Assets and the Assumed Liabilities; provided, that such access shall not unreasonably disrupt the operations of Arbutus, Roivant, the Company or any of their respective Subsidiaries. The fees and expenses of the accounting firm hired to prepare the Carve-Out Financial Statements shall be paid by the Company.
Carve-Out Financial Statements. The Company shall have delivered to Purchaser updated Carve-Out Financial Statements that include balance sheets as of December 31, 2010, and December 31, 2011 and a statement of operations and statement of cash flows for the period from February 8, 2010 and December 31, 2010 and from January 1, 2011 to December 31, 2011 (“Updated Carve-Out Financial Statements”) and Purchaser shall have determined that the audit of the Updated Carve-Out Financial Statements shall be completed as required by Section 7.10.
Carve-Out Financial Statements. The 2012 Carve-Out Financial Statements shall have been delivered by Parent to Buyer.
Carve-Out Financial Statements. (a) Seller will complete the Carve-Out Financial Statements and cause to be delivered an audit of the audited portion of the same as soon as practicable after the date hereof, but in any event before January 6, 2020. The audit will be performed by a national accounting firm reasonably acceptable to Buyer; provided, that Buyer acknowledges and agrees that Ernst & Young is acceptable.
(b) Buyer will reimburse Seller for its out-of-pocket costs for the audit of the audited portion of the Financial Statements.
(c) From and after the Closing Date, Seller will be reasonably available for questions and information relating to any pro forma adjustments of any financial statements.
(d) In the event the Carve-out Financial Statements do not satisfy SEC requirements under Rule 3.05 or Article 8 of Regulation S-X, as applicable, Seller and Buyer will use reasonable best efforts to obtain necessary information from appropriate third parties and take other necessary steps in order to deliver financial statements that do satisfy such SEC requirements (the “Supplemented Carve-out Financial Statements”).
Carve-Out Financial Statements. 5.19.1. The Carve-Out Financial Statements will be substantially in accordance with the Books and Records of the Seller Group as they relate directly and solely to the Business and will be complete and correct in all material respects as of December 31, 2012. The Carve-Out Financial Statements will present a true, complete and fair view of the state of affairs, financial position, assets and Liabilities of the Seller Group as they relate directly and solely to the Business as of December 31, 2012, in all material respects.
5.19.2. As of as of December 31, 2012, there were no material Liabilities, claims, or obligations of any nature directly and solely related to the Business, whether accrued, absolute, contingent, anticipated, or otherwise, whether due or to become due, that will not be shown or provided for in the Carve-out Financial Statements. Except to the extent noted otherwise in the Carve-out Financial Statements, the Liabilities of the Seller Group as they relate directly and solely to the Business and as detailed in the Carve-Out Financial Statements, were incurred in the ordinary course of business.
5.19.3. The Closing Balance Sheet will be substantially in accordance with the Books and Records of the Seller Group as they relate directly and solely to the Business and will be complete and correct in all material respects as of the Signing Date. The Closing Balance Sheet will present a true, complete and fair view of the state of affairs, financial position, assets and Liabilities of the Seller Group as they relate directly and solely to the Business as of the Signing Date, in all material respects.
5.19.4. As of the Signing Date, there were no material Liabilities, claims, or obligations of any nature directly and solely related to the Business, whether accrued, absolute, contingent, anticipated, or otherwise, whether due or to become due, that will not be shown or provided for in the Closing Balance Sheet. Except to the extent noted otherwise in the Closing Balance Sheet, the Liabilities of the Seller Group as they relate directly and solely to the Business and as detailed in the Closing Balance Sheet, were incurred in the ordinary course of business.
Carve-Out Financial Statements. 6.6.1 Seller shall cause to be delivered to Buyer, as soon as reasonably practicable following the date of this Agreement, and in any event not later than three (3) Business Days prior to the Closing Date, a true and correct copy of (a) the audited combined balance sheet of the Acquired Companies as at December 31, 2013, December 31, 2014 and September 30, 2015; (b) the audited combined statement of income of the Acquired Companies for the years ended December 31, 2013 and December 31, 2014 and for the nine months ended on September 30, 2015; and (c) the audited combined statement of cash flows of the Acquired Companies for the years ended December 31, 2013 and December 31, 2014 and for the nine months ended on September 30, 2015 (the “Carve-Out Audited Financial Statements”), together with audit reports without qualification, limitation of scope or exception of the auditor Xxxxxxx Xxxxxxxxx at PricewaterhouseCoopers with respect thereto.
6.6.2 The Carve-Out Audited Financial Statements to be delivered by Seller in accordance with Clause 6.6.1 shall be prepared in accordance with, and contain the line items and other requirements set forth in, Schedule 6.6.2.
Carve-Out Financial Statements. If requested by Buyer, Seller shall, and shall cause its subsidiaries and the High Plains Entities to, assist Buyer in preparing carve-out financial statements for the Business for pre-Closing periods and shall provide to Buyer, at Buyer’s sole cost and expense, any financial information and other information as reasonably requested in connection with a registered public offering or other capital market transaction, including (i) access to Seller’s and the High Plains Entities’ books and records pertaining to the Business including financial and sales data for fiscal years ending December 31, 2009, December 31, 2010, December 31, 2011 and December 31, 2012, and any interim periods, and materials used to prepare the Financial Statements, (ii) access to and cooperation from, Seller’s and the High Plains Entities’ independent accountants necessary to receive customary “comfort letters” (including “negative assurance” comfort), to prepare or provide carve-out audits for the fiscal years ended December 31, 2009, December 31, 2010, December 31, 2011 and December 31, 2012, and to prepare or provide a carve-out accounting review in relation to each quarterly period during the fiscal year ended December 31, 2011 (in accordance with Statement on Auditing Standards No. 100) and for any subsequent quarterly periods, and (iii) reasonable cooperation in order to assist Buyer in responding to SEC comments; provided, however, that, subject to Section 10.5, Buyer shall indemnify Seller against all Damages incurred by it in connection with actions taken pursuant to this Section 4.3 and, without limiting the foregoing, shall reimburse Seller promptly upon request for all reasonable costs and expenses incurred by them pursuant to this Section 4.3. Notwithstanding anything to the contrary herein, the covenants and agreements set forth in this Section 4.3 shall survive the Closing until they are fully performed.
Carve-Out Financial Statements. Prior to the filing of the Proxy Statement with the SEC and no later than two (2) Business Days before the Closing, Seller shall have provided Buyer with the Carve-Out Financial Statements and such other reports, consents, acknowledgments and writings as are contemplated by Section 5.4.
Carve-Out Financial Statements. Section 2.3(k) is hereby amended and restated in its entirety to read as follows: Carve-Out Financial Statements. The Company shall have delivered to Purchaser updated Carve-Out Financial Statements that include balance sheets as of December 31, 2010, December 31, 2011, and the Closing Date and a statement of operations and statement of cash flows for the period from February 8, 2010 through December 31, 2010, from January 1, 2011 through December 31, 2011, and from January 1, 2012 through the Closing Date (“Updated Carve-Out Financial Statements”) and Purchaser shall have determined that the audit of the Updated Carve-Out Financial Statements shall be completed as required by Section 7.10.
Carve-Out Financial Statements. (a) In the event that, as a result of the consummation of the Transactions, US Buyer is required to file Carve-Out Financial Statements with the SEC (regardless of when such Carve-Out Financial Statements are required to be filed with the SEC), then prior to the Closing (and as a condition to consummation of the Transactions) Sellers shall prepare and deliver to Buyers the Carve-Out Financial Statements. In addition, in the event that, at any time following the Closing, US Buyer determines in good faith that it is required to file with the SEC (or furnish to the SEC) any financial statements of the AirCard Business (in addition to the Carve-Out Financial Statements) under any U.S. Securities Laws (including as a result of actions taken by Buyers, such as an offering of securities or the acquisition or one or more businesses or other assets that, when aggregated with the AirCard Business, require Buyers to file financial statements of the AirCard Business, either on a stand-alone basis or consolidated with the financial statements of such other businesses or assets), then Sellers shall, at the sole cost and expense of Buyers, prepare and deliver to Buyers such financial statements of the AirCard Business that US Buyer so determines are required to be filed or furnished with the SEC, and any such financial statements of the AirCard Business that are as of a fiscal year end or for a fiscal year shall be audited and accompanied by an unqualified opinion of an internationally recognized independent accounting firm. Any Carve-Out Financial Statements or other financial statements of the AirCard Business prepared by Sellers pursuant to this Section 8.11(a) shall be prepared in accordance with GAAP, applied on a consistent basis, throughout the periods covered, shall present fairly the financial condition of the AirCard Business as of the respective dates thereof and the results of operations and cash flows of the AirCard Business for the periods covered thereby, and shall in all cases comply in all respects with the U.S. Securities Laws that are applicable to US Buyer. For the avoidance of doubt, none of the Parties or their respective Affiliates shall be required to petition the SEC or its staff for an exemption from the requirements of the Exchange Act in order to limit the requirements of the Exchange Act relating to any requirement to file or furnish Carve-Out Financial Statements or other financial statements of the AirCard Business in connection with the Tr...
