Common use of Filing of Registration Statement; Other Action Clause in Contracts

Filing of Registration Statement; Other Action. (a) The Company shall use reasonable efforts to cooperate with Purchaser in the Purchaser’s preparation of its registration statement on Form S-1 (or other appropriate Form) to be filed by the Purchaser with the SEC under the Securities Act in connection with the initial public offering of Purchaser’s securities (including the prospectus constituting a part thereof, the “Registration Statement”). The date on which the SEC declares the Registration Statement effective, and each date on which an amendment or supplement thereto is declared effective, is referred to as an “Effective Date.” (b) The Company agrees to use reasonable efforts to promptly furnish, upon request of the Purchaser, factual information specifically regarding the Company and the Business that may be required by the United States Securities and Exchange Commission (the “SEC”), and such other matters as may be reasonably requested by the Purchaser in response to any request by the SEC, in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party to the SEC, which may include Company’s material agreements, corporate documents, schedules and exhibits (the “Principal Information”). (c) The Company represents and warrants that to the Company’s best knowledge, without independent investigation thereof, the Company Information, when furnished by the Company, shall be true and correct in all material respects; provided however, that the foregoing representation and warranty shall be strictly limited to the Company Information (and not facts regarding the Purchaser, the Affiliates of the Purchaser, the Registration Statement as a whole or any part thereof), and shall be limited to the extent that the furnished Principal Information relates to facts concerning the Company and the Business. In addition, the parties hereto acknowledge and agree that Company shall not be liable or responsible for any failure to provide, or delay in providing, Company Information so long as Company uses good faith reasonable efforts to respond to any proper request made hereunder.

Filing of Registration Statement; Other Action. (ai) The Company Seller shall use reasonable efforts to cooperate with Purchaser Buyer in the PurchaserBuyer’s preparation of its registration statement on Form S-1 (or other appropriate Form) to be filed by the Purchaser Buyer with the SEC under the Securities Act in connection with the initial public offering of PurchaserBuyer’s securities (including the prospectus constituting a part thereof, the “Registration Statement”). The date on which the SEC declares the Registration Statement effective, and each date on which an amendment or supplement thereto is declared effective, is referred to as an “Effective Date.” (bii) The Company Seller agrees to use reasonable efforts to promptly furnish, upon request of the PurchaserBuyer, factual information specifically regarding the Company Seller and the Business that may be required by the United States Securities and Exchange Commission (the “SEC”), and such other matters as may be reasonably requested by the Purchaser Buyer in response to any request by the SEC, in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party to the SEC, which may include CompanySeller’s material agreements, corporate documents, schedules and exhibits (the “Principal Seller Information”). (ciii) The Company Seller represents and warrants that to the CompanySeller’s best knowledge, without independent investigation thereof, the Company Seller Information, when furnished by the CompanySeller, shall be true and correct in all material respects; provided however, that the foregoing representation and warranty shall be strictly limited to the Company Seller Information (and not facts regarding the PurchaserBuyer, the Affiliates of the PurchaserBuyer, the Registration Statement as a whole or any part thereof), and shall be limited to the extent that the furnished Principal Seller Information relates to facts concerning the Company Seller and the Business. In addition, the parties hereto acknowledge and agree that Company Seller shall not be liable or responsible for any failure to provide, or delay in providing, Company Seller Information so long as Company Seller uses good faith reasonable efforts to respond to any proper request made hereunder.

Filing of Registration Statement; Other Action. (ai) The Company Seller shall use reasonable efforts to cooperate with Purchaser Parent in the PurchaserParent’s preparation of its registration statement on Form S-1 (or other appropriate Form) to be filed by the Purchaser Parent with the SEC under the Securities Act in connection with the initial public offering of PurchaserParent’s securities (including the prospectus constituting a part thereof, the “Registration Statement”). The date on which the SEC declares the Registration Statement effective, and each date on which an amendment or supplement thereto is declared effective, is referred to as an “Effective Date.” (bii) The Company Seller agrees to use reasonable efforts to promptly furnish, upon request of the PurchaserParent, factual information specifically regarding the Company Seller and the Business that may be required by the United States Securities and Exchange Commission (the “SEC”), and such other matters as may be reasonably requested by the Purchaser Parent in response to any request by the SEC, in connection with the preparation of the Registration Statement and each amendment or supplement thereto, or any other statement, filing, notice or application made by or on behalf of each such party to the SEC, which may include CompanySeller’s material agreements, corporate documents, schedules and exhibits (the “Principal Seller Information”). (ciii) The Company Seller represents and warrants that to the CompanySeller’s best knowledge, without independent investigation thereof, the Company Seller Information, when furnished by the CompanySeller, shall be true and correct in all material respects; provided however, that the foregoing representation and warranty shall be strictly limited to the Company Seller Information (and not facts regarding the PurchaserBuyer, the Parent, the Affiliates of the PurchaserBuyer or the Parent, the Registration Statement as a whole or any part thereof), and shall be limited to the extent that the furnished Principal Seller Information relates to facts concerning the Company Seller and the Business. In addition, the parties hereto acknowledge and agree that Company Seller shall not be liable or responsible for any failure to provide, or delay in providing, Company Seller Information so long as Company Seller uses good faith reasonable efforts to respond to any proper request made hereunder.