Cooperation Regarding Financial Statements. The Sellers shall use their best efforts to assist and cooperate with the efforts of the Buyer and its accountants and auditors to prepare and audit any financial statements (including but not limited to pro forma financial statements) that the Buyer will be required to prepare, file or furnish pursuant to any applicable securities laws or exchange requirements, including the 1933 Act, the Exchange Act of 1934, as amended, the rules and regulations of the SEC promulgated thereunder, or under any other applicable Laws.
Cooperation Regarding Financial Statements. In the event that the Acquirors are required to include any audited financial statements with respect to the Businesses in any filing to be made by the Acquiror under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, with respect to or as a result of the transactions contemplated by this Agreement, the Related Agreements, the Wyeth/Elan Agreements or the Wyeth/King Agreements, the Elan Companies shall, beginning promptly after the date of this Agreement, (i) use commercially reasonable efforts to provide the Acquirors with the financial statements and other information and documents pertaining to the Businesses that the Acquirors will be required by applicable rules and regulations of the Securities and Exchange Commission to include in its filings; provided, however, that notwithstanding the foregoing, such financial statements and other information shall be delivered to the Acquirors no later than 60 days following the Closing Date, and (ii) use commercially reasonable efforts to cause the accountants for the Elan Companies to deliver such information and provide access to files and work papers in connection therewith as the Acquirors may reasonably request.
Cooperation Regarding Financial Statements. 36 9.8 CompuCom Not a Successor........................................36 9.9
Cooperation Regarding Financial Statements. In connection with any ------------------------------------------ filings to be made by CompuCom under the Securities Act of 1933, as amended, or the Exchange Act with respect to or as a result of the transactions contemplated by this Agreement, Seller shall (i) use commercially reasonable efforts to provide to CompuCom the financial and other information and documents pertaining to the Business that CompuCom will be required by applicable SEC rules and regulations to be included in its filings, (ii) use commercially reasonable efforts to cause the accountants for Seller to deliver such consents and reports in and provide access to files and work papers in connection therewith as CompuCom may reasonably request and (iii) generally use commercially reasonable efforts to cooperate with CompuCom in connection therewith.
Cooperation Regarding Financial Statements. In connection with any ------------------------------------------ filings to be made by Buyer under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, with respect to or as a result of the transactions contemplated by this Agreement, Sellers shall (a) provide to Buyer the financial and other information and documents pertaining to the Business that Buyer will be required by applicable Securities and Exchange Commission rules and regulations to include in its filings (including audited financial statements of the Sellers), (b) cause the accountants and management for Sellers to deliver such consents, management representations and reports in and provide access to files and work papers in connection therewith as Buyer or its accountants may reasonably request and to otherwise provide assistance as Buyer may require and (c) cooperate with Buyer in connection therewith. Buyer agrees to pay for any incremental out-of-pocket professional accounting fees incurred by Sellers which Sellers would not have otherwise incurred in enabling Buyer to timely meet Buyer's Securities Exchange Commission filing requirements. Sellers agree promptly following execution of this Agreement to engage their outside auditors to begin preparation of the financial statements of Sellers that Buyer will need to comply with such filing requirements.
Cooperation Regarding Financial Statements. The Members shall use their best reasonable efforts to assist and cooperate with the efforts of Parent and its accountants and auditors to prepare and audit any financial statements (including pro forma financial statements) that Parent will be required to prepare, file or furnish pursuant to any applicable securities laws or exchange requirements, including the 1933 Act, the Exchange Act, the rules and regulations of the SEC promulgated thereunder, and any rules or regulations of the New York Stock Exchange or other stock exchange, or under any other applicable Laws.
Cooperation Regarding Financial Statements. Company and Shareholder acknowledge that Buyer will be required to incorporate Company's audited June 30, 1997 Financial Statements into a filing on Form S-3 with the Commission and that Buyer intends to file such Form S-3 promptly following the execution of this Agreement. Company and Shareholder agree to cooperate with Buyer, Buyer's Accountant and BDO Xxxxxxx, LLP in connection with such filing and other SEC filings and reports, including without limitation, by providing such management letters, representations and certificates regarding the Company's Financial Statements as may be requested or required. Company and Shareholder acknowledge that Buyer has provided them with a reasonable opportunity to review the draft of such Form S-3 dated April 30, 1998, and Buyer agrees to provide Company and Shareholder with a reasonable opportunity to review any material modifications or additions to such Form S-3 prior to its filing with the SEC.
Cooperation Regarding Financial Statements. In connection with any filings to be made by Purchaser or its Affiliates under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, with respect to or as a result of the transactions contemplated by this Agreement, AFCC and Seller agree that the AFCC Group shall (i) use commercially reasonable efforts to provide to Purchaser and its Affiliates the financial and other information and documents pertaining to the Business (as such may be in the possession or control of the AFCC Group) that Purchaser and its Affiliates will be required by applicable SEC rules and regulations to be included in its filings, (ii) use commercially reasonable efforts to cause the accountants for the AFCC Group to deliver such consents and reports in and provide access to files and work papers in connection therewith (as such may be subject to the AFCC Group's control) as Purchaser and its Affiliates may reasonably request and (iii) generally use commercially reasonable efforts to cooperate with Purchaser and its Affiliates in connection therewith. Purchaser acknowledges that prior to October 1998 Seller was not owned by AFCC or its Affiliates. As a result, to the extent that the AFCC Group currently does not possess or does not have access to any information and documents requested by Purchaser or its Affiliates under this Section 4.13, the AFCC Group will use commercially reasonable efforts to assist Purchaser in Purchaser's efforts to cause the prior owners of Seller to comply with the terms of this Section 4.13. Nothing in this Section 4.13 is intended to require the AFCC Group to create at the expense of the AFCC Group documents and/or records which do not exist as of the Closing. To the extent the AFCC Group does not possess, but has the right of access to any information or documentation requested by Purchaser or its Affiliates under this Section 4.13, the AFCC Group will, at Purchaser's expense, obtain such information and documents on behalf of Purchaser.
Cooperation Regarding Financial Statements. In the event that the Purchaser is required to include any audited financial statements with respect to the Transferred Assets, Assumed Liabilities or Seller’s business of formulating manufacturing, developing, packaging, labeling, and sharing the Products for sale in the Territory and marketing, distributing and selling the Products in the Territory in any filing to be made by the Purchaser under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, with respect to or as a result of the transactions contemplated by this Agreement, the Seller shall cooperate on a commercially reasonable basis with the Purchaser at the Purchaser’s sole expense to create and have audited such financial statements in accordance with GAAP.
Cooperation Regarding Financial Statements. The Company agrees to use commercially reasonable efforts to assist Parent with applicable accounting procedures with respect to the audited Financial Statements to meet the requirements of Regulation S-X of the Securities Act and Rule 3‑05 and Article 11 promulgated thereunder, including requesting that its accountants cooperate with Parent, and Parent shall promptly, upon request by the Company, reimburse the Company for all documented out-of-pocket costs and expenses incurred by the Company in undertaking the foregoing; provided, however, that notwithstanding the foregoing, the failure of the audited Financial Statements to comply with the requirements of Regulation S-X of the Securities Act or Rule 3‑05 or Article 11 promulgated thereunder, shall not be deemed to constitute a breach of any representation, warranty, covenant or other agreement contained in this Agreement.
