Financial Statement Assistance. (a) Buyer acknowledges that the parent company of Seller is a public company listed on the New York Stock Exchange and, as such, has certain financial reporting obligations under applicable Law and/or stock exchange requirements, which may require such parent company to file with the Securities and Exchange Commission (“SEC”) on a Current Report on Form 8-K certain audited and unaudited financial statements and related footnotes for the Station and other television stations being sold to Buyer and its Affiliates by Seller and its Affiliates for certain periods and pro forma financial statements of such parent company giving effect to the transaction contemplated hereby and such other acquisitions, all of which must be prepared in accordance with GAAP and the requirements of the Securities Exchange Act and the pronouncements of the SEC thereunder (the “Post-Closing Financial Statements”).
(b) In order that parent company of Seller may comply with its obligation as described under Section 7.08(a) above, prior to and after the Closing, Buyer shall reasonably assist Seller in the preparation of the Post-Closing Financial Statements, including by, among other things, providing reasonable access to Seller and its auditors and other representatives of Seller as reasonably necessary, to all work papers of Buyer, accounting books and records relating to the Station and the other applicable television stations during the relevant periods and to the appropriate personnel of Buyer to verify the accuracy, presentation and other matters relating to the preparation of the Post-Closing Financial Statements.
Financial Statement Assistance. (a) Sellers shall furnish, or cause to be furnished to Buyer, its accountants and auditors, upon request of Buyer and as promptly as practicable (with any related out-of-pocket costs being for the account of Sellers), such information and assistance of Sellers and the auditors previously engaged by the Company, if any, as is reasonably necessary for Buyer to prepare unaudited interim financial statements of the Business for the interim periods from (i) January 1, 2004 to June 30, 2004 and (ii) January 1, 2005 to June 30, 2005 prepared in accordance with GAAP and with Regulations S-K and S-X promulgated by the SEC, applied consistently with past practices throughout the periods covered and in a manner consistent with the significant accounting policies disclosed in the footnotes to the audited financial statements of the Company as of the Most Recent Fiscal Year End.
(b) With respect to any registration statement or other filings with the SEC that Buyer or its Affiliates shall determine to make in the future, Sellers shall use commercially reasonable efforts with the out of pocket costs for which being for the account of Buyer to timely furnish, or cause to be timely furnished to Buyer, its accountants and auditors, upon request of Buyer, the following: (i) consents of Sellers’ independent public accountants, if any, with respect to the audited financial statements as required by SEC Regulations S-K and S-X, (ii) such information, assistance and cooperation (including information, assistance and cooperation from Sellers’ independent auditors, if any) as is reasonably necessary for Buyer to: (A) address and resolve any SEC comments related to the such financial statements (including any required modification of such financial statements or footnotes thereto) and (B) prepare any MD&A Disclosure related to such financial statements required in connection with a filing with the SEC and address and resolve any SEC comments related to such MD&A Disclosure (including any required modification to such MD&A Disclosure), (iii) such information, assistance and cooperation reasonably necessary for Buyer to prepare any unaudited pro forma balance sheets or income statements required to be included in any such registration statement or other SEC filing and (iv) such information, assistance and cooperation reasonably necessary for Buyer to accumulate five years of historical unaudited financial information of the Company for inclusion in any such registration statement or...
Financial Statement Assistance. Oryx shall, as promptly as practicable after the last day of the relevant period covered by any Required Oryx Financial Statement that occurs prior to the Closing Date, but in any event, no later than 30 days following the Closing Date, deliver to the Plains Parents, such Required Oryx Financial Statement; provided, however, that Oryx shall not be obligated to provide a Required Oryx Financial Statement with respect to a relevant period if the last day of such period covered thereby is (x) within 90 days of the Closing Date, with respect to audited Required Oryx Financial Statements, or (y) within 135 days of the Closing Date, with respect to unaudited Required Oryx Financial Statements. Oryx hereby consents to the inclusion or incorporation by reference of the Required Oryx Financial Statements in any registration statement, offering memorandum, report or other filing of the Plains Parents or any of their Affiliates as to which the Plains Parents or any of their Affiliates reasonably determines that such financial statements are required to be included or incorporated by reference to satisfy any rule or regulation of the S.E.C or to satisfy relevant disclosure obligations under the Securities Act or the Exchange Act. Oryx shall use its commercially reasonable efforts to cause the applicable independent accountants to consent to the inclusion or incorporation by reference of their respective audit opinions with respect to any of the Oryx Financial Statements or the audited Required Oryx Financial Statements in any such registration statement, report or other filing of the Plains Parent or their Affiliates, and Oryx shall use its commercially reasonable efforts to cause representation letters, in form and substance reasonably satisfactory to such applicable independent accountants, to be executed and delivered to such independent accountants in connection with obtaining any such consent from such independent accountants.
Financial Statement Assistance. As soon as reasonably practicable after the end of each calendar quarter ending prior to the Closing Date (commencing with the calendar quarter ending June 30, 2021), Seller shall deliver to Buyer an unaudited consolidated balance sheet for the Company Group as of the last day of such calendar quarter and the related unaudited statements of income, equity and cash flows for the three-month period then ended and for the same period in the comparative prior year. Each of the financial statements delivered by Seller pursuant to this Section 5.14 shall be prepared in accordance with GAAP applied on a consistent basis (subject to the absence of footnote disclosures or year-end audit adjustments). In addition to the foregoing, from and after the date hereof until the first anniversary of the Closing Date, Seller shall, and shall cause its Affiliates (including, prior to Closing, the Company Group) to, provide Buyer and its Affiliates with reasonable assistance and good faith cooperation and copies of all existing financial and other records related to the Company Group to the extent reasonably requested by Buyer or any of its Affiliates to prepare (or have prepared) filings and financial statements and the notes thereto for the calendar years ended December 31, 2020 and 2019 and each calendar quarter ending after the date hereof up to and including the first calendar quarter ending immediately following the Closing Date, in each case, meeting the requirements of Regulation S-X promulgated by the Securities and Exchange Commission. For the avoidance of doubt, preparation of audited financial statements shall not be a condition to Closing.
Financial Statement Assistance. Novelion shall provide such reasonable assistance and access to information and documentation (and shall direct its auditors and other agents and representatives to provide such reasonable assistance and access to information and documentation) as Aegerion may reasonably request in connection with the preparation by Aegerion (or the Plan Investor (as defined in the RSA)) of any financial statements (including audited financial statements and pro forma financial statements) as Aegerion or the Plan Investor (as defined in the RSA) may reasonably request in connection with the transactions contemplated by the RSA.
Financial Statement Assistance. Seller shall use commercially reasonable efforts to assist Buyer in establishing auditable relevant financial statements to the extent required by the U.S. Securities and Exchange Commission. Seller’s obligation under this Section 6.08 shall be limited to such assistance that can be offered without Seller having to dedicate significant management time and without interruption of the Beijer Business, and all costs and expenses associated with the establishment and auditing of financial statements under this Section 6.08 shall be borne by Buyer.
Financial Statement Assistance. From and after the Closing, for so long as Buyer Parent is required under Regulation S-X of the Securities Act to separately include the financial statements of the Company in documents filed with the Commission by Buyer Parent pursuant to the Securities Act or the Exchange Act, Seller shall use its commercially reasonable efforts, if requested by Buyer Parent, to provide to Buyer Parent such additional information with respect to the financial statements of the Company for the periods ending prior to the Closing as Buyer Parent may reasonably request from time to time (provided that Buyer shall promptly reimburse Seller for the documented out-of-pocket costs incurred by Seller in connection with such cooperation), so long as any such commercially reasonable efforts do not unreasonably interfere with the business of Seller and its Affiliates; provided, however, that Seller (i) shall not be required to deliver any representation letter, certificate or other information with respect to any use of such financial statements by Buyer or its Affiliates, including Buyer Parent, subsequent to the Closing Date, (ii) shall not be responsible for any misstatement or omission in any of Buyer’s or its Affiliates’, including Buyer Parent’s, securities filings or in respect of any of Buyer’s or its Affiliates’, including Buyer Parent’s, financings caused by or resulting from the use by Buyer or its Affiliates, including Buyer Parent, of such financial statements and (iii) makes no representation or warranty with respect the information provided pursuant to this Section 6.21. Buyer shall indemnify and hold harmless Seller and its Affiliates and Representatives from and against any and all losses damages, claims, costs or expenses suffered or incurred by any of them in connection with complying with this Section 6.21 and any information provided in connection therewith, in each case, other than to the extent any of the foregoing arises from the gross negligence, Fraud, bad faith or willful misconduct of Seller or its Affiliates and Representatives.
Financial Statement Assistance. Upon reasonable advance written notice from Service Recipient, Service Provider agrees to provide to Service Recipient and its outside, third party independent auditors (“Auditors”), reasonable access to such financial and other information in Service Provider’s or its Affiliates’ possession pertaining to the period of Service Provider’s management, advisory and ownership and operation of the Company Entities, to the extent the information is relevant and necessary, to enable Service Recipient to prepare and Auditors to audit financial statements and other financial information in compliance with US GAAP, and in accordance with the regulations of the Securities and Exchange Commission to the extent required by Service Recipient in the event of a public registration of securities.
Financial Statement Assistance. The Company shall furnish, or cause to be furnished to RSOL, its accountants and auditors, financial statements of the Company and its Subsidiaries for the fiscal quarters ended March 31, June 30, September 30 and December 31, 2010 and for the fiscal quarters ended March 31, 2011 and any subsequent quarter if the Closing has not occurred within 30 days of the end of such quarter. Such financial statements shall be reviewed by an independent public accounting firm, prepared in accordance with GAAP and with Regulations S-K and S-X promulgated by the SEC, applied consistently with past practices throughout the periods covered and in a manner consistent with the significant accounting policies disclosed in the footnotes to the audited financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2010.
Financial Statement Assistance. (a) From and after the Closing Date until the third (3rd) anniversary of the Closing, Supervalu shall, and shall cause its Subsidiaries to, as promptly as reasonably practicable, reasonably cooperate with Purchaser (including by providing financial information in its possession and reasonable access to its personnel during normal business hours), at Purchaser’s sole expense (to the extent not already covered by the Services Agreement), in Purchaser’s preparation of:
(i) (A) unaudited combined and consolidated balance sheets and related combined and consolidated income statements and cash flow statements, as well as related footnote information, of the Save-A-Lot Entities as of and for (1) any quarterly fiscal period ending after the date hereof and prior to the Closing Date, (2) the quarterly fiscal period that includes Closing Date, (3) the period (x) beginning immediately after the end of the last quarterly fiscal period ending prior to the Closing Date and (y) ending on the Closing Date, (4) the period (x) beginning on the Closing Date and (y) ending at the end of the first quarterly fiscal period ending after the Closing Date, and (5) in the case of clauses (1), (2), (3) and (4), the comparative quarterly fiscal periods in the prior year, in each case as reasonably requested by Purchaser (the “Quarterly Financial Statements”), which Quarterly Financial Statements shall be prepared by Purchaser in accordance with GAAP applied in a manner consistent with the preparation of the Audited Financial Statements (provided, however, that such Quarterly Financial Statements with regard to any period including dates after the Closing shall be prepared as consolidated statements), including with respect to footnote disclosure, with such exceptions and omitted footnotes as are customary in the preparation of interim financial statements; and (B) customary “MD&A”s, comparing the period(s) represented by the Quarterly Financial Statements to the comparable period(s) in the prior year, with such exceptions and omissions as are customary in an MD&A for an interim period (it being understood that, without limiting the foregoing, it is not Supervalu’s responsibility to prepare any such financial statements or information or to assure compliance with any periods);
(ii) (A) the audited combined and consolidated statements of earnings, cash flows and changes in parent company equity of the Business, in each case on a carveout basis, of the Save-A-Lot Entities for (1) the per...
