Common use of Compliance with GAAP, etc Clause in Contracts

Compliance with GAAP, etc. The Annual Financials and the Additional Audited Financials (a) have been and will be, respectively, prepared in accordance with GAAP, consistently applied and Regulation S-X, Article 3 “General instructions as to financial statements” and Staff Accounting Bulletin Topic 1-B “Allocations of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity” (subject, in the case of the unaudited Financials, to normal year-end audit adjustments and the absence of notes) and (b) fairly present and will fairly present, respectively, in all material respects in accordance with GAAP the consolidated financial position of the Business as at the respective dates thereof and the consolidated results of the operations of the Business for the respective periods covered thereby. The Interim Financials (i) have been and will be, respectively, prepared consistent with the internal reporting policies and procedures of Seller and (ii) fairly present and will fairly present, respectively, in all material respects in accordance with such reporting policies and procedures the consolidated results of operations for the periods covered thereby. The Additional Unaudited Financials will be prepared in accordance with GAAP (subject to preparation on a modified GAAP basis with respect to the allocation of corporate expenses and calculation of taxes and accounts payable, and subject to normal year-end audit adjustments and the absence of notes).

Compliance with GAAP, etc. The Annual Financials Sellers and the Additional Audited Principals shall use reasonable commercial efforts to ensure that the GAAP Financials (aincluding any notes thereto) have been shall (i) be prepared in accordance with the books and will berecords of the Company, respectively, (ii) be prepared in accordance with GAAP, consistently applied and Regulation S-X, Article 3 “General instructions as to financial statements” and Staff Accounting Bulletin Topic 1-B “Allocations of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity” (subject, in the case of the unaudited GAAP Interim Financials, to normal year-end audit adjustments adjustments, the effect of which will not, individually or in the aggregate, be materially adverse, and the absence of notes) and footnote disclosure that if presented, would not differ materially from those included in the GAAP Annual Financials), (biii) fairly present and will fairly present, respectively, in all material respects in accordance with GAAP the consolidated financial position of the Business Company as at of the respective dates thereof and the consolidated results of the operations of the Business Company and changes in financial position for the respective periods covered thereby. The Interim Financials (i) have been and will be, respectively, prepared consistent with the internal reporting policies and procedures of Seller thereby and (iiiv) fairly present (A) with respect to the GAAP Annual Financials, be prepared and will fairly present, respectively, in all material respects audited in accordance with such reporting policies the applicable rules and procedures regulations promulgated by the consolidated results SEC, including Regulation S-X and Rule 3-05 thereunder, and accompanied by a report and opinion of operations for the periods covered thereby. The Additional Unaudited Financials will an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with GAAP (GAAS or, if such financial statements are required to be included in the 8-K and a PCAOB audit is necessary therefor, in accordance with PCAOB, and shall not be subject to preparation on a modified GAAP basis any qualification or exception as to the scope of such audit, and (B) with respect to the allocation of corporate expenses GAAP Interim Financials, be prepared in accordance with the applicable rules and calculation of taxes regulations promulgated by the SEC for interim financial information, including Regulation S-X and accounts payable, and subject to normal yearRule 3-end audit adjustments and the absence of notes)05 thereunder.