Cooperation Regarding Financial Information. After the Closing, without limiting the generality of any other provision of this Agreement, and without further consideration, the Seller shall, and shall cause its respective Affiliates to, provide reasonable cooperation (including reasonable access to the Seller’s files, records and employees) to the Buyer and its agents and representatives (including the Buyer’s external auditors) in connection with the preparation and audit of financial statements and financial information and disclosures relating to the Business and the Assets, as applicable. The Buyer shall reimburse the Seller for any reasonable out-of-pocket costs incurred by the Seller.
Cooperation Regarding Financial Information. After the Closing, without limiting the generality of any other provision of this Agreement, and without further consideration, Sellers shall, and shall cause their Affiliates to, provide reasonable cooperation (including reasonable access to Sellers’ files, records and employees) to Buyer and its agents and representatives (including Buyer’s external auditors) in connection with the preparation of financial statements and financial information and disclosures relating to the Business and the Acquired Assets, including, without limitation, disclosures required under Items 2.01 and 9.01 of Form 8-K adopted by the Securities and Exchange Commission, including all requirements for pro forma financial information.
Cooperation Regarding Financial Information. After the Closing, without limiting the generality of any other provision of this Agreement, and without further consideration, Seller and SCI shall, and shall cause their respective Affiliates to, provide reasonable cooperation (including reasonable access to Seller’s and SCI’s files, records and employees) to Buyer and its agents and representatives (including Buyer’s external auditors) in connection with the preparation of financial statements and financial information and disclosures relating to the Business and the Acquired Assets, including, without limitation, disclosures required under Items 2.01 and 9.01 of Form 8-K adopted by the Securities and Exchange Commission, including all requirements for pro forma financial information.
Cooperation Regarding Financial Information. (a) Seller shall use commercially reasonable efforts, as soon as reasonably practicable after the Closing Date, to provide Buyer the reserve report of the Company as of December 31, 2022 by XxXxxxxx & XxxXxxxxxxx. From and after the Closing Date until two (2) years after the Closing Date, Seller shall provide information reasonably requested by Xxxxx (and shall use commercially reasonable efforts to cause Seller’s current and historical accountants and auditors to provide information reasonably requested by Xxxxx) in order for Buyer to prepare, at its own cost and expense, audited historical financial statements for the Company for the fiscal years ended December 31, 2021 and 2022 and unaudited historical financial statements for the six months ended June 30, 2023.
(b) From and after the Execution Date for two (2) years after the Closing Date, Seller, upon reasonable advance written notice from Buyer (and, in any event, not less than five (5) Business Days advance written notice), shall (and shall use reasonable efforts to cause its Affiliates, independent auditors and reservoir engineering consultant, to), during normal business hours in a manner that does not interfere with normal business operations or the regular duties of the personnel involved, reasonably cooperate with Buyer and its potential financing sources (including the Debt Financing Sources) and their respective advisors with respect to the provision of information or documentation in their respective possession reasonably requested by (i) Buyer or (ii) such potential financing sources or advisors in connection with financing all or any portion of the Closing Payment, including Xxxxx’s effort to obtain debt financing (“Debt Financing”) from one or more current or potential debt financing sources (“Debt Financing Sources”). Notwithstanding anything in this Section 9.14 to the contrary, such cooperation shall not require Seller to take any action that Seller reasonably believes could result in a violation of applicable Law, any material agreement or any confidentiality arrangement or the waiver of any legal or other applicable privilege and such cooperation shall not include attendance at any drafting sessions or road shows or any efforts that Seller reasonably believes in good faith cause material undue burden on Seller, the Company or any of their respective Affiliates.
(c) Buyer shall, within five (5) Business Days after receipt of demand in writing therefor, reimburse Seller for all documen...
Cooperation Regarding Financial Information. The SHAREHOLDERS, if requested by TRC, shall cooperate with and assist Ernst & Young LLP or other accounting firm designated by TRC (the "Accountants") in preparing such audited financial statements of TEXONA that TRC may reasonably require in order to permit TRC to timely file a Current Report Form 8-K with the Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder in connection with the transactions contemplated hereby and to comply with any financial statement requirements with respect to TEXONA applicable to TRC under the Securities Exchange Act of 1934, as amended, the Securities Act and the rules and regulations thereunder. If requested, the SHAREHOLDERS shall use reasonable good faith efforts to cause B.D.O. Seidxxx xx assist the Accountants in delivering such audited financial statements to TRC within ten business days prior to the date that TRC is required to file such financial statements with the Securities and Exchange Commission in connection with such obligations. The SHAREHOLDERS shall cause B.D.O. Seidxxx xx provide TRC with access to such firm's work papers in support of any accounting or auditing work performed by Ernst & Young LLP in respect of TEXONA. The SHAREHOLDERS will cooperate with and assist TRC in preparing, and, if requested, shall use reasonable efforts to cause B.D.O. Seidxxx xx cooperate with, and assist the Accountants in preparing such other audited financial statements for TEXONA as may be specified by TRC.
Cooperation Regarding Financial Information. (a) During the period beginning on the date of this Agreement and ending on the Closing (the “Cooperation Period”), the Company shall reasonably cooperate with Parent and its Representatives as is reasonably requested by Parent with reasonable prior notice, at Parent’s sole cost and expense, in connection with the preparation by Parent of any statements, forms, schedules, reports or other documents filed or furnished with the SEC or any other Governmental Authority as are required of Parent under applicable Laws, which involve or otherwise incorporate financial information of the Company. In addition, during the Cooperation Period, the Company shall prepare or cause to be prepared and delivered to Parent (i) (A) the audited consolidated balance sheet and related consolidated statement of income, changes in equity and cash flows of the Company as of and for the fiscal year ended December 31, 2023 (which shall include the related notes thereto, including unaudited supplemental oil and gas disclosures, in each case in accordance with SEC requirements), and (B) the reserve report of the Company as of December 31, 2023 prepared by Company Independent Petroleum Engineers in accordance with SEC requirements, in each case of this clause (i), as reasonably practicable and, in any event, no later than fifteen (15) Business Days after the date of this Agreement (the financial statements in this clause (i), the “Company 2023 Financials”); (ii) the unaudited consolidated balance sheet and related statements of income, changes in equity and cash flows of the Company for each financial quarter, as soon as reasonably practicable following the end of such quarter and, in any event, no later than 45 days after end of such quarter; and (iii)
(A) the audited consolidated balance sheet and related consolidated statement of income, changes in equity and cash flows of the Company as of and for the fiscal year ended December 31, 2024 (which shall include the related notes thereto, including unaudited supplemental oil and gas disclosures, in each case in accordance with SEC requirements), and (B) the reserve report of the Company as of December 31, 2024 prepared by Company Independent Petroleum Engineers in accordance with SEC requirements, in each case of this clause (iii), as soon as reasonably practicable following the end of such fiscal year and, in any event, no later than sixty (60) days after the date of such year (all such financial statements, the “Requisite Financial Sta...
Cooperation Regarding Financial Information. (a) The Shareholders, if requested by UTI, shall cooperate and assist Ernst & Young LLP or other accounting firm designated by UTI (the "Accountants") in preparing such audited financial statements of JSM that UTI may reasonably require in order to permit UTI to timely file a Current Report Form 8-K with the Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder in connection with the transactions contemplated hereby and to comply with any financial statement requirements with respect to JSM applicable to UTI under the Securities Exchange Act of 1934, as amended, the Securities Act and the rules and regulations thereunder. If requested, the Shareholders shall use reasonable good faith efforts to cause Elms, Faris & Company to assist the Accountants in delivering such audited financial statements to UTI within ten business days prior to the date that UTI is required to file such financial statements with the Securities and Exchange Commission in connection with such obligations. The Shareholders shall cause Elms, Faris & Company to provide UTI with access to such firm's work papers in support of any accounting or auditing work performed by Elms, Faris & Company in respect of JSM. The cost of such audit, including fees relating to assistance provided by Elms, Faris & Company, shall be borne by UTI. The Shareholders will cooperate with and assist UTI in preparing, and, if requested, shall use reasonable efforts to cause Elms, Faris & Company to cooperate with, and assist the Accountants in preparing such other audited financial statements for JSM as may be specified by UTI.
(b) If in connection with any audit of JSM or UTI requiring historical information regarding the Excluded Assets, the Shareholders shall provide such information regarding the same as JSM or UTI may from time to time request.
Cooperation Regarding Financial Information. After the Closing, without limiting the generality of any other provision of this Agreement, and without further consideration, Seller and SCI shall, and shall cause their respective Affiliates to, provide reasonable cooperation (including reasonable access to Seller’s and SCI’s files, records and employees) to Buyer and its agents and representatives (including Buyer’s external auditors) in connection with the preparation of financial statements and financial information and disclosures relating to the Business and the Acquired Assets, including, without limitation, disclosures required under Items 2.01 and 9.01 of Form 8-K adopted by the Securities and Exchange Commission (“SEC”), including all requirements for pro forma financial information. Until such time as StoneMor Partners L.P. (“SPLP”) has filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2010, Seller shall (i) consent to the inclusion or incorporation by reference of the Audit Report in any registration statement, report or other document of Buyer to be filed with the SEC in which Buyer reasonably determines that the Audit Report is required to be included or incorporated by reference to satisfy any rule or regulation of the SEC or to satisfy relevant disclosure obligations under U.S. laws pertaining to securities , (ii) use commercially reasonable efforts to cooperate with Buyer to obtain the consent of the Independent Auditor to the inclusion or incorporation by reference of the Audit Report in any such registration statement, report or other document, and (iii) execute and deliver or cause to be executed and delivered to the Independent Auditor such representation letters, in form and substance customary of representation letters provided to external audit firms by management of the company whose financial statements are the subject of an audit, as may be reasonably requested by the Independent Auditor, with respect to the Audit Report.
Cooperation Regarding Financial Information. (a) Seller hereby agrees that Seller may use, and hereby waives any confidentiality provisions with respect to, the financial information regarding the Facility contained in the Descriptive Memorandum dated February 2006, as supplemented, to permit Buyer and its Affiliates to provide such information to their potential financing sources; provided, however, that Buyer acknowledges and agrees that Seller shall not be required to make any representations or warranties to such potential financing sources with respect to such financial information.
(b) Subject to and in accordance with Section 5.4 hereof, from and after the date hereof, Seller shall, and shall cause its Affiliates to, grant reasonable access to Buyer and its Affiliates to conduct an accounting audit of the Facility, the Acquired Assets and their Assumed Liabilities at Buyer's expense, and Seller shall (whether before or after the Closing) reasonably cooperate with Buyer and its Affiliates in connection therewith.
Cooperation Regarding Financial Information. Sunburst acknowledges ------------------------------------------- that Entravision will use compilations, carve out audits and other derivatives of Sunburst's financial information regarding the Stations in connection with future public filings of Entravision filed under the Securities Act of 1933, as amended, or under the Securities and Exchange Act of 1934, as amended (the "Public Filings"). For a period of three (3) years from the Closing Date, Sunburst shall cooperate in a commercially reasonable manner with Entravision so that Entravision may obtain any additional information concerning the Stations that Sunburst has in its possession that Entravision may need for the preparation of its Public Filings, in each case at Entravision's sole cost and expense. The foregoing cooperation of Sunburst shall consist of Sunburst (i) supplying financial information related to the Stations and (ii) granting Entravision (and its accountants) access to (a) the books and records relating to the Stations, (b) Sunburst personnel who are knowledgeable about such books and records and (c) subject to their consent, Sunburst's outside accountants.
