Common use of Cooperation on Parent Filings Clause in Contracts

Cooperation on Parent Filings. Xxxx will cooperate fully, and cause Arlo’s independent certified public accountants (the “Xxxx Auditors”) to cooperate fully, with Parent to the extent requested by Parent in the preparation of Parent’s public earnings or other press releases, Quarterly Reports on Form 10-Q, Annual Reports to Stockholders, Annual Reports on Form 10-K, any Current Reports on Form 8-K and any other proxy, information and registration statements, reports, notices, prospectuses and any other filings made by Parent with the SEC, any national securities exchange or otherwise made publicly available (collectively, the “Parent Public Filings”). Xxxx is responsible for the preparation of its financial statements in accordance with Parent’s policies with respect to the application of GAAP and shall indemnify Parent for any Liabilities it shall incur with respect to the inaccuracy of such statements. As long as Parent is required to consolidate the results of operations and financial position of Xxxx in its financial statements, Xxxx will continue to prepare the quarterly and annual financial reporting analysis and provide support for financial statement footnotes and other information included in the Parent Public Filings. Such information and the timing thereof will be consistent with the Parent financial statement processes in place prior to the Separation Time. Xxxx also agrees to provide to Parent all other information that Parent reasonably requests in connection with any Parent Public Filings or that, in the judgment of Parent’s legal department, is required to be disclosed or incorporated by reference therein under any Law. Xxxx will provide such information in a timely manner on the dates requested by Parent (which may be earlier than the dates on which Xxxx otherwise would be required hereunder to have such information available) to enable Parent to prepare, print and release all Parent Public Filings on such dates as Parent will determine, but in no event later than as required by applicable Law. Xxxx will use its commercially reasonable efforts to cause the Xxxx Auditors to consent to any reference to them as experts in any Parent Public Filings required under any Law. If and to the extent requested by Parent, Xxxx will diligently and promptly review all drafts of such Parent Public Filings and prepare in a diligent and timely fashion any portion of such Parent Public Filing pertaining to Xxxx. Xxxx management’s responsibility for reviewing such disclosures shall include a determination that such disclosures are complete and accurate and consistent with other public filings or other disclosures which have been made by Xxxx. Prior to any printing or public release of any Parent Public Filing, an appropriate executive officer of Xxxx will, if requested by Parent, certify that the information relating to any member of the Xxxx Group in such Parent Public Filing is accurate, true, complete and correct in all material respects. Unless required by applicable Law, Xxxx will not publicly release any financial or other information which conflicts with the information with respect to any member of the Xxxx Group that is included in any Parent Public Filing without Parent’s prior written consent. Prior to the release or filing thereof, Parent will provide Xxxx with a draft of any portion of a Parent Public Filing containing information relating to the Xxxx Group and will give Xxxx an opportunity to review such information and comment thereon; provided, that Parent will determine in its sole discretion the final form and content of all Parent Public Filings.

Appears in 3 contracts

Samples: Master Separation Agreement (Arlo Technologies, Inc.), Master Separation Agreement (Netgear, Inc), Master Separation Agreement (Arlo Technologies, Inc.)

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Cooperation on Parent Filings. Xxxx SpinCo will cooperate fully, and cause ArloSpinCo’s independent certified public accountants (the “Xxxx SpinCo Auditors”) to cooperate fully, with Parent to the extent requested by Parent in the preparation of Parent’s public earnings or other press releases, Quarterly Reports on Form 10-Q, Annual Reports to StockholdersShareholders, Annual Reports on Form 10-K, any Current Reports on Form 8-K and any other proxy, information and registration statements, reports, notices, prospectuses and any other filings made by Parent with the SEC, the Canadian Securities Authorities or any national securities exchange or otherwise made publicly available (collectively, the “Parent Public Filings”). Xxxx SpinCo is responsible for the preparation of its financial statements in accordance with Parent’s policies with respect to the application of GAAP and shall indemnify Parent for any Liabilities it shall incur with respect to the inaccuracy of such statements. As long as Parent is required to consolidate the results of operations and financial position of Xxxx SpinCo in its financial statements, Xxxx SpinCo will continue to prepare the quarterly and annual financial reporting analysis and provide support for financial statement footnotes and other information included in the Parent Public Filings. Such information and the timing thereof will be consistent with the Parent financial statement processes in place prior to the Separation Time. Xxxx SpinCo also agrees to provide to Parent all other information that Parent reasonably requests in connection with any Parent Public Filings or that, in the judgment of Parent’s legal department, is required to be disclosed or incorporated by reference therein under any Law. Xxxx SpinCo will provide such information in a timely manner on the dates requested by Parent (which may be earlier than the dates on which Xxxx SpinCo otherwise would be required hereunder to have such information available) to enable Parent to prepare, print and release all Parent Public Filings on such dates as Parent will determine, but in no event later than as required by applicable Law. Xxxx SpinCo will use its commercially reasonable efforts to cause the Xxxx SpinCo Auditors to consent to any reference to them as experts in any Parent Public Filings required under any Law. If and to the extent requested by Parent, Xxxx SpinCo will diligently and promptly review all drafts of such Parent Public Filings and prepare in a diligent and timely fashion any portion of such Parent Public Filing pertaining to XxxxSpinCo. Xxxx SpinCo management’s responsibility for reviewing such disclosures shall include a determination that such disclosures are complete and accurate and consistent with other public filings or other disclosures which have been made by XxxxSpinCo. Prior to any printing or public release of any Parent Public Filing, an appropriate executive officer of Xxxx SpinCo will, if requested by Parent, certify that the information relating to any member of the Xxxx SpinCo Group in such Parent Public Filing is accurate, true, complete and correct in all material respects. Unless required by applicable Law, Xxxx SpinCo will not publicly release any financial or other information which conflicts with the information with respect to any member of the Xxxx SpinCo Group that is included in any Parent Public Filing without Parent’s prior written consent. Prior to the release or filing thereofthereof (but in any event, to the extent reasonably practicable, no later than 24 hours before such release or filing), Parent will provide Xxxx SpinCo with a draft of any portion of a Parent Public Filing containing information relating to the Xxxx SpinCo Group and will give Xxxx SpinCo an opportunity to review such information and comment thereon; provided, that Parent will determine in its sole discretion the final form and content of all Parent Public Filings.

Appears in 2 contracts

Samples: Master Separation Agreement (Bausch Health Companies Inc.), Master Separation Agreement (Bausch & Lomb Corp)

Cooperation on Parent Filings. Xxxx For the Applicable Period, the Company will cooperate fully, and cause Arlo’s independent certified public accountants (the “Xxxx Auditors”) Company Auditors to cooperate fully, with Parent to the extent requested by Parent in the preparation of Parent’s public earnings or other press releases, Quarterly Reports quarterly reports on Form 10-Q, Annual Reports annual reports to Stockholdersshareholders, Annual Reports annual reports on Form 10-K, any Current Reports current reports on Form 8-K and any other proxy, information and registration statements, reports, notices, prospectuses and any other filings made by Parent with the SEC, any national securities exchange or otherwise made publicly available (collectively, the “Parent Public Filings”). Xxxx is responsible for the preparation of its financial statements in accordance with Parent’s policies with respect to the application of GAAP and shall indemnify Parent for any Liabilities it shall incur with respect to the inaccuracy of such statements. As long as Parent is required to consolidate the results of operations and financial position of Xxxx in its financial statements, Xxxx will continue to prepare the quarterly and annual financial reporting analysis and provide support for financial statement footnotes and other information included in the Parent Public Filings. Such information and the timing thereof will be consistent with the Parent financial statement processes in place prior to the Separation Time. Xxxx also The Company agrees to provide to Parent all other information that Parent reasonably requests in connection with any Parent Public Filings or that, in the judgment of Parent’s legal department, is required to be disclosed or incorporated by reference therein under any Law, rule or regulation. Xxxx The Company will provide such information in a timely manner on the dates requested by Parent (which may be earlier than the dates on which Xxxx the Company otherwise would be required hereunder to have such information available) to enable Parent to prepare, print and release all Parent Public Filings on such dates as Parent will determine, may reasonably determine but in no event later than as required by applicable Law. Xxxx The Company will use its commercially reasonable efforts to cause the Xxxx Company Auditors to consent to any reference to them as experts in any Parent Public Filings required under any Law, rule or regulation. If and to the extent requested by Parent, Xxxx the Company will diligently and promptly review all drafts of such Parent Public Filings and prepare in a diligent and timely fashion any portion of such Parent Public Filing pertaining to Xxxx. Xxxx management’s responsibility for reviewing such disclosures shall include a determination that such disclosures are complete and accurate and consistent with other public filings or other disclosures which have been made by Xxxx. Prior to any printing or public release of any Parent Public Filing, an appropriate executive officer of Xxxx will, if requested by Parent, certify that the information relating to any member of the Xxxx Group in such Parent Public Filing is accurate, true, complete and correct in all material respectsCompany. Unless required by applicable Law, Xxxx rule or regulation, the Company will not publicly release any financial or other information which conflicts with the information with respect to the Company or any member of the Xxxx Lithium Group or the Lithium Business that is included in any Parent Public Filing without Parent’s prior written consent. Prior to the release or filing thereof, Parent will provide Xxxx the Company with a draft of any portion of a Parent Public Filing containing information relating to the Xxxx Lithium Group and will give Xxxx the Company an opportunity to review such information and comment thereon; provided, provided that Parent will determine in its sole and absolute discretion the final form and content of all Parent Public Filings.

Appears in 2 contracts

Samples: Shareholders’ Agreement (Livent Corp.), Shareholders’ Agreement (Livent Corp.)

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Cooperation on Parent Filings. Xxxx The Company agrees to retain the same independent certified public accountant as Parent (“Company Auditors”). The Company will cooperate fully, and cause Arlo’s independent certified public accountants (the “Xxxx Auditors”) Auditors to cooperate fully, with Parent to the extent requested by Parent in the preparation of Parent’s public earnings or other press releases, Quarterly Reports on Form 10-Q, Annual Reports to Stockholders, Annual Reports on Form 10-K, any Current Reports on Form 8-K and any other proxy, information and registration statements, reports, notices, prospectuses and any other filings made by Parent with the SEC, any national securities exchange or otherwise made publicly available (collectively, the “Parent Public Filings”). Xxxx Company is responsible for the preparation of its financial statements in accordance with Parent’s policies with respect to the application of GAAP and shall indemnify Parent for any Liabilities it shall incur with respect to the inaccuracy of such statements. As long as Parent is required to consolidate the results of operations and financial position of Xxxx Company in its financial statements, Xxxx Company will continue to prepare the quarterly and annual financial reporting analysis and provide support for financial statement footnotes and other information included in the Parent Public Filings. Such information and the timing thereof will be consistent with the Parent financial statement processes in place prior to the Separation Time. Xxxx The Company also agrees to provide to Parent all other information that Parent reasonably requests in connection with any Parent Public Filings or that, in the judgment of Parent’s legal department, is required to be disclosed or incorporated by reference therein under any Law. Xxxx The Company will provide such information in a timely manner on the dates requested by Parent (which may be earlier than the dates on which Xxxx Company otherwise would be required hereunder to have such information available) to enable Parent to prepare, print and release all Parent Public Filings on such dates as Parent will determine, but in no event later than as required by applicable Law. Xxxx The Company will use its commercially reasonable efforts to cause the Xxxx Company Auditors to consent to any reference to them as experts in any Parent Public Filings required under any Law. If and to the extent requested by Parent, Xxxx Company will diligently and promptly review all drafts of such Parent Public Filings and prepare in a diligent and timely fashion any portion of such Parent Public Filing pertaining to Xxxxthe Company. Xxxx The Company management’s responsibility for reviewing such disclosures shall include a determination that such disclosures are complete and accurate and consistent with other public filings or other disclosures which have been made by Xxxxthe Company. Prior to any printing or public release of any Parent Public Filing, an appropriate executive officer of Xxxx the Company will, if requested by Parent, certify that the information relating to any member of the Xxxx BIG Token Group or Company in such Parent Public Filing is accurate, true, complete and correct in all material respects. Unless required by applicable Law, Xxxx the Company will not publicly release any financial or other information which conflicts with the information with respect to any member of the Xxxx BIG Token Group or Company that is included in any Parent Public Filing without Parent’s prior written consent. Prior to the release or filing thereof, Parent will provide Xxxx the Company with a draft of any portion of a Parent Public Filing containing information relating to the Xxxx Group Company and will give Xxxx the Company an opportunity to review such information and comment thereon; provided, that Parent will determine in its sole discretion the final form and content of all Parent Public Filings.

Appears in 1 contract

Samples: Master Separation Agreement (Force Protection Video Equipment Corp.)

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