Common use of Financial Statement Assistance Clause in Contracts

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 other filing with the SEC. (c) Sellers shall reasonably cooperate with Buyer, its accountants and auditors in the conduct of the actions described in the preceding paragraph and shall allow Buyer, its accountants and auditors to have access at all reasonable times and upon reasonable advance notice, and in a manner so as not to interfere with the normal business operations of Sellers, to all premises, properties, books, records, contracts, and documents of or pertaining to the audit of such financial statements. In addition, Sellers will provide access to Sellers’ employees, including, without limitation, making employees available to provide additional information and explanation of any materials reviewed by Buyer, its accountants and auditors; provided, however, Buyer’s use of such employees shall not unreasonably interfere with such employee’s duties to his or her employer. (d) For avoidance of doubt, Sellers’ provision of assistance of its employees in accordance with this Section 7.7 shall not include any obligation to retain any of its existing employees; provided that Sellers shall, if reasonably possible, secure the services of such employees or contractors as are necessary to discharge Sellers’ obligations under this Section 7.7.

Financial Statement Assistance. For so long as Buyer or its Affiliates are required under Regulation S-X of the Securities Act to separately include the financial statements of any Company in documents filed with the Securities and Exchange Commission by Buyer or its Affiliates pursuant to the Securities Act or the Exchange Act, Seller shall use its commercially reasonable efforts (a) Sellers shall furnishto cause Seller’s auditors, or cause to be furnished subject to Buyer, its accountants and ’s compliance with any reasonable request of Seller’s auditors, upon to provide, at Buyer’s sole cost and expense, such assistance as Buyer may reasonably request in connection with the preparation of the Financial Statements or to the inclusion or incorporation by reference of Seller’s auditor’s opinion with respect to the Financial Statements in documents filed with the Securities and Exchange Commission by Buyer and as promptly as practicable or its Affiliates pursuant to the Securities Act or Exchange Act (including the delivery to Seller’s auditors of customary representation letters of Seller) and, in connection with any related issuance of securities, to deliver customary auditors’ consents and “comfort letters” in connection therewith and (b) if requested by Buyer, to make available to Buyer such additional information with respect to the financial statements of the Companies in Seller’s possession and control for the periods ending prior to the Closing as reasonably required by Buyer in order to prepare or, if required, audit financial statements of the Companies meeting the requirements of Regulation S-X of the Securities Act from time to time (provided that Buyer shall reimburse Seller for the reasonable, documented out-of-pocket costs being for the account of Sellersand expenses incurred by Seller in connection with such cooperation); provided, such information and assistance of Sellers and the auditors previously engaged by the Companyhowever, if any, as is reasonably necessary for Buyer to prepare unaudited interim financial statements of the Business for the interim periods from that Seller shall not (i) January 1be required to deliver any representation letter, 2004 to June 30, 2004 and (ii) January 1, 2005 to June 30, 2005 prepared in accordance certificate or other information 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 use of such financial statements by 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 subsequent to the audited financial statements as required by SEC Regulations S-K and S-X, Closing Date or (ii) such information, assistance and cooperation (including information, assistance and cooperation from Sellers’ independent auditors, if any) as is reasonably necessary be responsible for Buyer to: (A) address and resolve any SEC comments related to the such financial statements (including any required modification of such financial statements misstatement 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 omission in any such registration statement of Buyer’s or other SEC filing and (iv) such information, assistance and cooperation reasonably necessary for its Affiliates’ securities filings or in respect of any of Buyer’s or its Affiliates’ financings caused by or resulting from the use by Buyer to accumulate five years of historical unaudited financial information of the Company for inclusion in any such registration statement or other filing with the SEC. (c) Sellers shall reasonably cooperate with Buyer, its accountants and auditors in the conduct of the actions described in the preceding paragraph and shall allow Buyer, its accountants and auditors to have access at all reasonable times and upon reasonable advance notice, and in a manner so as not to interfere with the normal business operations of Sellers, to all premises, properties, books, records, contracts, and documents of or pertaining to the audit Affiliates of such financial statements. In additionBuyer will reimburse Seller, Sellers will provide access to Sellers’ employeeswithin ten Business Days after demand in writing therefor, including, without limitation, making employees available to provide additional information for any reasonable costs and explanation expenses incurred by Seller and its Affiliates in complying with the provisions of any materials reviewed by Buyer, its accountants and auditors; provided, however, Buyer’s use of such employees shall not unreasonably interfere with such employee’s duties to his or her employer. (d) For avoidance of doubt, Sellers’ provision of assistance of its employees in accordance with this Section 7.7 shall not include any obligation to retain any of its existing employees; provided that Sellers shall, if reasonably possible, secure the services of such employees or contractors as are necessary to discharge Sellers’ obligations under this Section 7.76.6.

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, Subject Companies as is reasonably necessary for Buyer to prepare unaudited combined 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 each Subject 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, accountants 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 enterprise represented by the Acquired Interests for inclusion in any such registration statement or other filing with the SEC. (c) Sellers shall reasonably cooperate with Buyer, its accountants and auditors in the conduct of the actions described in the preceding paragraph and shall allow Buyer, its accountants and auditors to have access at all reasonable times and upon reasonable advance notice, and in a manner so as not to interfere with the normal business operations of Sellers, to all premises, properties, books, records, contracts, and documents of or pertaining to the audit of such financial statements. In addition, Sellers will provide access to Sellers’ employees, including, without limitation, making employees available to provide additional information and explanation of any materials reviewed by Buyer, its accountants and auditors; provided, however, Buyer’s use of such employees shall not unreasonably interfere with such employee’s duties to his or her employer. (d) For avoidance of doubt, Sellers’ provision of assistance of its employees in accordance with this Section 7.7 shall not include any obligation to retain any of its existing employees; provided that Sellers shall, if reasonably possible, secure the services of such employees or contractors as are necessary to discharge Sellers’ obligations under this Section 7.7.

Financial Statement Assistance. For so long as Buyer or its Affiliates are required under Regulation S-X of the Securities Act to separately include financial statements relating to Buyer’s acquisition of the Assets or the Business in documents filed with the SEC by Buyer or its Affiliates pursuant to the Securities Act or the Exchange Act, Seller shall use its commercially reasonable efforts (a) Sellers shall furnishto cause Seller’s auditors, or cause to be furnished subject to Buyer, its accountants and ’s compliance with any reasonable request of Seller’s auditors, upon to provide, at Buyer’s sole cost and expense, such assistance as Buyer may reasonably request in connection with the preparation of such financial statements or to the inclusion or incorporation by reference of Seller’s auditor’s opinion with respect to such financial statements in documents filed with the SEC by Buyer and as promptly as practicable or its Affiliates pursuant to the Securities Act or Exchange Act (including the delivery to Seller’s auditors of customary representation letters of Seller) and, in connection with any related issuance of securities, to deliver customary auditors’ consents and “comfort letters” in connection therewith and (b) if requested by Buyer, to make available to Buyer such additional information with respect to the financial statements relating to Buyer’s acquisition of the Assets or the Business in Seller’s possession and control for the periods ending prior to the Closing as reasonably required by Buyer in order to prepare or, if required, audit financial statements relating to Buyer’s acquisition of the Assets or the Business meeting the requirements of Regulation S-X of the Securities Act from time to time (provided that Buyer shall reimburse Seller for the reasonable, documented out-of-pocket costs being for the account of Sellersand expenses incurred by Seller in connection with such cooperation); provided, such information and assistance of Sellers and the auditors previously engaged by the Companyhowever, if any, as is reasonably necessary for Buyer to prepare unaudited interim financial statements of the Business for the interim periods from that Seller shall not (i) January 1be required to deliver any representation letter, 2004 to June 30, 2004 and (ii) January 1, 2005 to June 30, 2005 prepared in accordance certificate or other information 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 use of such financial statements by 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 subsequent to the audited financial statements as required by SEC Regulations S-K and S-X, Closing Date or (ii) such information, assistance and cooperation (including information, assistance and cooperation from Sellers’ independent auditors, if any) as is reasonably necessary be responsible for Buyer to: (A) address and resolve any SEC comments related to the such financial statements (including any required modification of such financial statements misstatement 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 omission in any such registration statement of Buyer’s or other SEC filing and (iv) such information, assistance and cooperation reasonably necessary for its Affiliates’ securities filings or in respect of any of Buyer’s or its Affiliates’ financings caused by or resulting from the use by Buyer to accumulate five years of historical unaudited financial information of the Company for inclusion in any such registration statement or other filing with the SEC. (c) Sellers shall reasonably cooperate with Buyer, its accountants and auditors in the conduct of the actions described in the preceding paragraph and shall allow Buyer, its accountants and auditors to have access at all reasonable times and upon reasonable advance notice, and in a manner so as not to interfere with the normal business operations of Sellers, to all premises, properties, books, records, contracts, and documents of or pertaining to the audit Affiliates of such financial statements. In additionBuyer will reimburse Seller, Sellers will provide access to Sellers’ employeeswithin ten Business Days after demand in writing therefor, including, without limitation, making employees available to provide additional information for any reasonable costs and explanation expenses incurred by Seller and its Affiliates in complying with the provisions of any materials reviewed by Buyer, its accountants and auditors; provided, however, Buyer’s use of such employees shall not unreasonably interfere with such employee’s duties to his or her employer. (d) For avoidance of doubt, Sellers’ provision of assistance of its employees in accordance with this Section 7.7 shall not include any obligation to retain any of its existing employees; provided that Sellers shall, if reasonably possible, secure the services of such employees or contractors as are necessary to discharge Sellers’ obligations under this Section 7.74.12.

Financial Statement Assistance. (a) Sellers Shareholders shall furnish, or cause to be furnished to BuyerAlpha, its accountants and auditors, upon request of Buyer Parent and as promptly as practicable (with any related out-of-pocket costs being for the account of SellersShareholders), such information and assistance of Sellers Shareholders and the auditors previously engaged by the Company, if any, Company as is reasonably necessary for Buyer Alpha to prepare unaudited combined 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 each Company as of the Most Recent Fiscal Year End. (b) With respect to any registration statement or other filings with the SEC that Buyer Alpha or its Affiliates shall determine to make in the future, Sellers Shareholders shall use commercially reasonable efforts with the out of pocket costs for which being for the account of Buyer Parent to timely furnish, or cause to be timely furnished to BuyerParent, its accountants and auditors, upon request of BuyerParent, the following: (i) consents of Sellers’ the Company’s independent public accountants, if any, accountants 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’ the Company’s independent auditors, if any) as is reasonably necessary for Buyer Alpha 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 Alpha 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 Alpha to accumulate five years of historical unaudited financial information of the Company for inclusion in any such registration statement or other filing with the SEC. (c) Sellers Shareholders shall reasonably cooperate with BuyerAlpha, its accountants and auditors in the conduct of the actions described in the preceding paragraph and shall allow BuyerAlpha, its accountants and auditors to have access at all reasonable times and upon reasonable advance notice, and in a manner so as not to interfere with the normal business operations of SellersShareholders, to all premises, properties, books, records, contracts, and documents of or pertaining to the audit of such financial statements. In addition, Sellers Shareholders will provide access to SellersShareholders’ employees, including, without limitation, making employees available to provide additional information and explanation of any materials reviewed by BuyerAlpha, its accountants and auditors; provided, however, BuyerAlpha’s use of such employees shall not unreasonably interfere with such employee’s duties to his or her employer. (d) For avoidance of doubt, SellersShareholders’ provision of assistance of its employees in accordance with this Section 7.7 shall not include any obligation to retain any of its existing employees; provided that Sellers Shareholders shall, if reasonably possible, secure the services of such employees or contractors as are necessary to discharge SellersShareholders’ obligations under this Section 7.7.