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.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Mercury New Holdco, Inc.), Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (LIN Media LLC)
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 Stations 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(a7.09(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 Stations 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.
Appears in 3 contracts
Samples: Asset Purchase Agreement (LIN Media LLC), Asset Purchase Agreement (Mercury New Holdco, Inc.), Asset Purchase Agreement (Media General Inc)
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(a7.09(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.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (Media General Inc)
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 Seller 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(a7.09(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.
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