Financial Information Cooperation. (a) From and after the date of this Agreement, GFI and its Subsidiaries will use commercially reasonable efforts to provide Parent and Purchaser with financial and non-financial information, including any pro forma financial information, with respect to GFI and its Subsidiaries and provide other reasonably requested assistance and information to Parent and Purchaser, in each case at Parent’s sole expense, to enable Parent and Purchaser to (i) satisfy their disclosure obligations arising under applicable U.S. securities Laws (both regular reporting obligations and in connection with any securities offering, including in connection with private securities offerings), (ii) satisfy their reporting obligations to any lenders and (iii) provide information for purposes of delivery to ratings agencies.
(b) From and after the date of this Agreement, GFI and its Subsidiaries will use commercially reasonable efforts to (i) file all reports on Form 10-K and Form 10-Q and Form 8-K, to the extent required to include financial information pursuant to Item 9.01 thereof, (ii) file all other Forms 8-K, in each case, required to be filed with the SEC pursuant to the Exchange Act in accordance with the time periods required by the Exchange Act and (iii) promptly as reasonably practicable, inform Parent if the chief executive officer, chief financial officer, treasurer or controller of GFI or any member of GFI Board shall have actual knowledge of any facts as a result of which a restatement of any financial statements for such financial statements to comply with GAAP is probable.
Financial Information Cooperation. From and after the date hereof, the Guarantors and the Company shall cooperate with Purchaser in the preparation, review and audit of financial statements and other financial information regarding the Seller and/or the Business that is required to be included in the financial reports and other public disclosures of Purchaser pursuant to Regulations S-X and S-K promulgated under the Securities Act and the Securities Exchange Act of 1934, as amended, in connection with the transaction contemplated hereby. Such cooperation shall include the execution and delivery of a customary representation letter to the accounting firm responsible for reviewing and auditing such financial statements. The accounting firm responsible for the review and audit of such financial statements shall be selected by Purchaser. All costs and expenses incurred in connection with the preparation, review and audit of such information shall be paid by Purchaser.
Financial Information Cooperation. (a) From and after the date of this Agreement until the earlier of (x) the termination of this Agreement pursuant to Section 7.1 and (y) the Offer Closing Date, GFI and its Subsidiaries will use commercially reasonable efforts to provide BGCP and Purchaser with financial and non-financial information, including any pro forma financial information, with respect to GFI and its Subsidiaries and provide other reasonably requested assistance and information to BGCP and Purchaser, in each case at BGCP’s sole expense, to enable BGCP and Purchaser to (i) satisfy their disclosure obligations arising under applicable U.S. securities Laws (both regular reporting obligations and in connection with any securities offering, including in connection with private securities offerings), (ii) satisfy their reporting obligations to any lenders and (iii) provide information for purposes of delivery to ratings agencies.
(b) From and after the date of this Agreement until the earlier of (x) the termination of this Agreement pursuant to Section 7.1 and (y) the Offer Closing Date, GFI and its Subsidiaries will use commercially reasonable efforts to (i) file all reports on Form 10-K and Form 10-Q and Form 8-K, to the extent required to include financial information pursuant to Item 9.01 thereof, (ii) file all other Forms 8-K, in each case, required to be filed with the SEC pursuant to the Exchange Act in accordance with the time periods required by the Exchange Act and (iii) as promptly as reasonably practicable, inform BGCP if the chief executive officer, chief financial officer, treasurer or controller of GFI or any member of GFI Board shall have actual knowledge of any facts as a result of which a restatement of any financial statements for such financial statements to comply with GAAP is probable.
Financial Information Cooperation. During the Pre-Closing Period, the Company will cooperate and use commercially reasonable efforts to assist Parent in connection with the preparation and filing by Parent of the Pro Forma 8-K. The Company shall use commercially reasonable efforts to cause and enable RSM US LLP to provide to Parent (and not withdraw) its consent to incorporation by reference into the registration statements filed by Parent under the Securities Act of its audit report with respect to the Company’s financial statements and effectiveness of internal control over financial reporting for the fiscal year ended December 31, 2015 (or, if Closing occurs after the Company has published its financial statements for the fiscal year ended December 31, 2016, then the audit report with respect to the Company’s financial statements and effectiveness of internal control over financial reporting for the fiscal year ended December 31, 2016) to be included on the Pro Forma 8-K.
Financial Information Cooperation. The Sellers shall use commercially reasonable efforts to furnish to the Buyer (at Buyer’s sole cost and expense) as promptly as reasonably practicable the financial and other information regarding the Target Companies as may be reasonably requested by Buyer to satisfy any disclosure requirements applicable to Buyer or its Affiliates under Regulations S-X or S-K of the Securities Act, and other applicable securities Laws, including the execution and delivery of customary representation letters to McGladrey LLP and audit reports thereon by such accounting firm, together with any consents required for Buyer to use or disclose such reports. The obligations of Sellers in this Section 6.06 shall survive until the operating results of the Target Companies have been reflected in the audited consolidated financial statements of Parent, as filed with the Securities and Exchange Commission, for a complete fiscal year.
Financial Information Cooperation. From and after the Closing Date (provided that Seller shall use reasonable best efforts to begin compliance with this covenant as soon as practicable after the date of this Agreement) until the date that is 75 days after the Closing Date, Seller shall cooperate with Purchaser in the preparation, review and audit of financial statements and other financial information regarding the Business that is required to be included in the financial reports and other public disclosures of Guarantor pursuant to Regulations S-X and S-K promulgated under the Securities Act of 1933, as amended, and the Exchange Act in connection with the transaction contemplated hereby. Such cooperation shall include assistance with the preparation of financial statements and all other financial information necessary for the accounting firm responsible for reviewing and auditing such financial statements to perform its review and audit, including the execution and delivery of a reasonable and customary representation letter to such accounting firm (if and to the extent reasonably required by such accounting firm). The accounting firm responsible for the review and audit of such financial statements shall be KPMG LLP unless otherwise determined by Purchaser. All costs and expenses incurred in connection with this Section 5.08 shall be paid by Purchaser.
Financial Information Cooperation. From and after the Closing Date (provided that Seller shall use commercially reasonable efforts to begin compliance with this covenant as soon as practicable after the date of this Agreement) until the earlier of the date the financial statements contemplated by this Section 11.12 are completed or the 75th day after the Closing, Seller shall cooperate in a commercially reasonable manner with Purchaser in facilitating the preparation, review and audit of financial statements and other financial information regarding the Business that is required to be included in the financial reports and other public disclosures of Purchaser’s affiliates pursuant to Regulations S-X and S-K promulgated under the Securities Act of 1933, as amended, and the Exchange Act in connection with the transaction contemplated hereby. Such cooperation shall include commercially reasonable assistance with the preparation of financial statements and all other financial information reasonably necessary for the accounting firm responsible for reviewing and auditing such financial statements to perform its review and audit, including the execution and delivery by Seller of a customary representation letter to such accounting firm (if and to the extent reasonably required by such accounting firm and reasonably acceptable to Purchaser). Seller shall use its commercially reasonable efforts to provide such cooperation in a timely manner such that the preparation of the financial statements and other financial information can be completed and the audit report thereon delivered to Purchaser no later than 60 days after the Closing Date. The accounting firm responsible for the review and audit of such financial statements shall be KPMG LLP unless otherwise determined by Purchaser. All out-of-pocket costs and expenses incurred in connection with this Section 11.12 shall be paid by Purchaser.
Financial Information Cooperation. From and after the Closing Date (provided that Seller shall use commercially reasonable efforts to begin compliance with this covenant as soon as practicable after the date of this Agreement), Seller shall cooperate with Purchaser in the preparation, review and audit of financial statements and other financial information regarding the Business that may be, in the sole discretion of Purchaser, required to be included in the financial reports and other public disclosures of Purchaser’s Affiliates pursuant to Regulations S-X and S-K promulgated under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, in connection with the transaction contemplated hereby. Such cooperation shall include assistance with the preparation of financial statements and all other financial information necessary for the accounting firm responsible for reviewing and auditing such financial statements to perform its review and audit, including the execution and delivery by Seller of a customary representation letter to such accounting firm (if and to the extent reasonably required by such accounting firm). Such cooperation by Seller shall be provided in a timely manner such that the preparation of the financial statements and other financial information can be completed and the audit report thereon delivered to Purchaser no later than 60 days after the Closing Date. The accounting firm responsible for the review and audit of such financial statements shall be KPMG LLP unless otherwise determined by Purchaser. All out-of-pocket costs and expenses incurred in connection with this Section 11.13 shall be paid by Purchaser.
Financial Information Cooperation. Throughout the period that begins on the date hereof and ends upon the earlier of the Closing or the termination of this Agreement pursuant to Section 9.01, the Company shall use reasonable efforts to, and shall cause the Transferred Subsidiaries to use their respective reasonable efforts to, cooperate with Acquiror in the preparation, review and audit of financial statements and other financial information regarding the Business that is required to be included in the financial reports and other public disclosures of the Acquiror pursuant to Regulations S-X and S-K promulgated under the Securities Act of 1933, as amended, and the Exchange Act in connection with the transaction contemplated hereby. Such cooperation shall include customary assistance with the preparation of financial statements and all other financial information as reasonably requested by Acquiror and necessary for the accounting firm responsible for reviewing and auditing such financial statements to perform its review and audit, including the execution and delivery by the Company (and the Transferred Subsidiaries, if applicable) of a customary representation letter to such accounting firm (if and to the extent reasonably required by such accounting firm). The Company and Transferred Subsidiaries shall use reasonable efforts to provide such customary cooperation in a timely manner such that the preparation of the financial statements and other financial information can be completed and the audit report thereon delivered to the Acquiror no later than sixty (60) days after the Closing Date. The accounting firm responsible for the review and audit of such financial statements shall be Xxxx Xxxxx LLP unless otherwise determined by the Acquiror. All out-of-pocket costs and expenses incurred in connection with this Section 6.13 shall be paid by the Acquiror.
Financial Information Cooperation. The Seller shall use commercially best efforts to furnish to the Buyer as promptly as reasonably practicable the financial and other information regarding the Target Companies as may be requested by Buyer to satisfy any disclosure requirements applicable to Buyer or its Affiliates under Regulations S-X or S-K of the Securities Act, and other applicable securities Laws, including the execution and delivery of customary representation letters to BX Xxxxxxx CPA and audit reports thereon by accounting firm, together with any consents required for Buyer to use or disclose such reports. The Buyer and Seller shall jointly retain an independent accounting firm of recognized national standing (the “Accounting Firm”). If Buyer and Seller are unable to agree on the choice of Accounting Firm, then the Accounting Firm shall be a nationally recognized valuation firm selected by lot (after each Buyer and Seller has submitted two proposed firms and then excluded one firm designated by the other party). The obligations of Seller in this Section 7.04 shall survive until the operating results of the Target Companies have been reflected in the audited consolidated financial statements of the Buyer, as filed with the Securities and Exchange Commission, for a complete fiscal year.
