Common use of Financial Statement Assistance Clause in Contracts

Financial Statement Assistance. Each Seller shall reasonably cooperate with Buyer and make available, during normal business hours, to Buyer and its representatives prior to and for a period of fifteen (15) months following the later of the Initial Closing or Option Closing any and all existing information and documents relating to revenues and expenses attributable to the Assets and in the possession of such Seller that Buyer may reasonably require to comply with Buyer’s tax and financial reporting requirements and audits, including any filings with any Governmental Authority and filings that may be required by the Securities and Exchange Commission under the Securities Act of 1933 and/or the Securities Exchange Act of 1934. Without limiting the generality of the foregoing, each Seller will use its commercially reasonable efforts after execution of this Agreement and following the Initial Closing and Option Closing, as applicable, to cooperate with the independent auditors chosen by Buyer (“Buyer’s Auditor”) in connection with their audit or review of any revenue and expense records pertaining to the Assets that Buyer or any of its affiliates requires to comply with their tax, financial and other reporting requirements. Each Seller’s cooperation will include (i) reasonable access during normal business hours to such Seller’s employees and representatives designated by such Seller who were responsible for preparing or maintaining the revenue and expense records and work papers and other supporting documents used in the preparation of such financial statements as may be required by Buyer’s Auditor to perform an audit or conduct a review in accordance with generally accepted auditing standards or to otherwise verify such financial statements; and (ii) delivery of one or more customary representation letters from such Seller to Buyer’s Auditor that are reasonably requested by Buyer to allow such auditors to complete an audit (or review of any financial statements), and to allow Buyer’s Auditor to issue an opinion with respect to its audit or review. Buyer will pay or, if paid, reimburse the applicable Seller, within ten (10) Business Days after demand therefor, for any reasonable out-of-pocket and overhead costs incurred by such Seller in complying with the provisions of this Section 7.07.

Financial Statement Assistance. Each Seller shall reasonably cooperate with Buyer and make availableOryx shall, during normal business hours, to Buyer and its representatives as promptly as practicable after the last day of the relevant period covered by any Required Oryx Financial Statement that occurs prior to and for a period of fifteen (15) months the Closing Date, but in any event, no later than 30 days following the later 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 Initial Closing Date, with respect to audited Required Oryx Financial Statements, or Option (y) within 135 days of the Closing any and all existing information and documents relating Date, with respect to revenues and expenses attributable unaudited Required Oryx Financial Statements. Oryx hereby consents to the Assets and inclusion or incorporation by reference of the Required Oryx Financial Statements in any registration statement, offering memorandum, report or other filing of the possession Plains Parents or any of their Affiliates as to which the Plains Parents or any of their Affiliates reasonably determines that such Seller that Buyer may reasonably require financial statements are required to comply with Buyer’s tax and financial reporting requirements and audits, including be included or incorporated by reference to satisfy any filings with any Governmental Authority and filings that may be required by rule or regulation of the Securities and Exchange Commission S.E.C or to satisfy relevant disclosure obligations under the Securities Act of 1933 and/or or the Securities Exchange Act of 1934Act. Without limiting the generality of the foregoing, each Seller will Oryx shall use its commercially reasonable efforts after execution to cause the applicable independent accountants to consent to the inclusion or incorporation by reference of this Agreement 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 following the Initial Closing Oryx shall use its commercially reasonable efforts to cause representation letters, in form and Option Closing, as applicablesubstance reasonably satisfactory to such applicable independent accountants, to cooperate with the be executed and delivered to such independent auditors chosen by Buyer (“Buyer’s Auditor”) accountants in connection with their audit or review of obtaining any revenue and expense records pertaining to the Assets that Buyer or any of its affiliates requires to comply with their tax, financial and other reporting requirements. Each Seller’s cooperation will include (i) reasonable access during normal business hours to such Seller’s employees and representatives designated by such Seller who were responsible for preparing or maintaining the revenue and expense records and work papers and other supporting documents used in the preparation of such financial statements as may be required by Buyer’s Auditor to perform an audit or conduct a review in accordance with generally accepted auditing standards or to otherwise verify such financial statements; and (ii) delivery of one or more customary representation letters consent from such Seller to Buyer’s Auditor that are reasonably requested by Buyer to allow such auditors to complete an audit (or review of any financial statements), and to allow Buyer’s Auditor to issue an opinion with respect to its audit or review. Buyer will pay or, if paid, reimburse the applicable Seller, within ten (10) Business Days after demand therefor, for any reasonable out-of-pocket and overhead costs incurred by such Seller in complying with the provisions of this Section 7.07independent accountants.

Financial Statement Assistance. Each Seller shall reasonably cooperate with For so long as Buyer and make available, during normal business hours, to Buyer and or its representatives prior to and for a period Affiliates are required under Regulation S-X of fifteen (15) months following the later of the Initial Closing or Option Closing any and all existing information and documents relating to revenues and expenses attributable to the Assets and in the possession of such Seller that Buyer may reasonably require to comply with Buyer’s tax and financial reporting requirements and audits, including any filings with any Governmental Authority and filings that may be required by the Securities and Exchange Commission under the Securities Act to separately include financial statements relating to Buyer’s acquisition of 1933 and/or 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 of 1934. Without limiting the generality of the foregoingAct, each Seller will shall use its commercially reasonable efforts after execution (a) to cause Seller’s auditors, subject to Buyer’s compliance with any reasonable request of this Agreement and following the Initial Closing and Option Closing, as applicableSeller’s auditors, to cooperate with the independent auditors chosen by Buyer (“provide, at Buyer’s Auditor”) sole cost and expense, such assistance as Buyer may reasonably request in connection with their audit or review of any revenue and expense records pertaining to the Assets that Buyer or any of its affiliates requires to comply with their tax, financial and other reporting requirements. Each Seller’s cooperation will include (i) reasonable access during normal business hours to such Seller’s employees and representatives designated by such Seller who were responsible for preparing or maintaining the revenue and expense records and work papers and other supporting documents used in the preparation of such financial statements as may be required by Buyer’s Auditor to perform an audit or conduct a review in accordance with generally accepted auditing standards or to otherwise verify such financial statements; and (ii) delivery the inclusion or incorporation by reference of one or more customary representation letters from such Seller to BuyerSeller’s Auditor that are reasonably requested by Buyer to allow such auditors to complete an audit (or review of any financial statements), and to allow Buyerauditor’s Auditor to issue an opinion with respect to such financial statements in documents filed with the SEC by Buyer 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 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 reviewthe 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 and expenses incurred by Seller in connection with such cooperation); provided, however, that Seller shall not (i) 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 subsequent to the Closing Date or (ii) be responsible for any misstatement or omission in any of Buyer’s or 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 or its Affiliates of such financial statements. Buyer will pay or, if paid, reimburse the applicable Seller, within ten (10) Business Days after demand in writing therefor, for any reasonable out-of-pocket costs and overhead costs expenses incurred by such Seller and its Affiliates in complying with the provisions of this Section 7.074.12.

Financial Statement Assistance. Each Seller shall reasonably cooperate with From and after the Closing, for so long as Buyer and make available, during normal business hours, to Buyer and its representatives prior to and for a period Parent is required under Regulation S-X of fifteen (15) months following the later of the Initial Closing or Option Closing any and all existing information and documents relating to revenues and expenses attributable to the Assets and in the possession of such Seller that Buyer may reasonably require to comply with Buyer’s tax and financial reporting requirements and audits, including any filings with any Governmental Authority and filings that may be required by the Securities and Exchange Commission under the Securities Act to separately include the financial statements of 1933 and/or the Company in documents filed with the Commission by Buyer Parent pursuant to the Securities Act or the Exchange Act of 1934. Without limiting the generality of the foregoingAct, each Seller will shall use its commercially reasonable efforts after execution of this Agreement and following the Initial Closing and Option Closingefforts, as applicable, to cooperate with the independent auditors chosen by Buyer (“Buyer’s Auditor”) in connection with their audit or review of any revenue and expense records pertaining to the Assets that Buyer or any of its affiliates requires to comply with their tax, financial and other reporting requirements. Each Seller’s cooperation will include (i) reasonable access during normal business hours to such Seller’s employees and representatives designated by such Seller who were responsible for preparing or maintaining the revenue and expense records and work papers and other supporting documents used in the preparation of such financial statements as may be required by Buyer’s Auditor to perform an audit or conduct a review in accordance with generally accepted auditing standards or to otherwise verify such financial statements; and (ii) delivery of one or more customary representation letters from such Seller to Buyer’s Auditor that are reasonably if requested by Buyer Parent, to allow provide to Buyer Parent such auditors to complete an audit (or review of any financial statements), and to allow Buyer’s Auditor to issue an opinion additional information with respect to its audit or review. the financial statements of the Company for the periods ending prior to the Closing as Buyer will pay or, if paid, Parent may reasonably request from time to time (provided that Buyer shall promptly reimburse Seller for the applicable Seller, within ten (10) Business Days after demand therefor, for any reasonable documented out-of-pocket and overhead costs incurred by such 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 the provisions of this Section 7.076.21 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. ([***]), IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.

Financial Statement Assistance. Each Seller shall reasonably cooperate with For so long as Buyer and make available, during normal business hours, to Buyer and or its representatives prior to and for a period of fifteen (15) months following the later Affiliates are required under Regulation S-X of the Initial Closing or Option Closing Securities Act to separately include the financial statements of any and all existing information and Company in documents relating to revenues and expenses attributable to the Assets and in the possession of such Seller that Buyer may reasonably require to comply filed with Buyer’s tax and financial reporting requirements and audits, including any filings with any Governmental Authority and filings that may be required by the Securities and Exchange Commission under by Buyer or its Affiliates pursuant to the Securities Act of 1933 and/or or the Securities Exchange Act of 1934. Without limiting the generality of the foregoingAct, each Seller will shall use its commercially reasonable efforts after execution (a) to cause Seller’s auditors, subject to Buyer’s compliance with any reasonable request of this Agreement and following the Initial Closing and Option Closing, as applicableSeller’s auditors, to cooperate with the independent auditors chosen by Buyer (“provide, at Buyer’s Auditor”) sole cost and expense, such assistance as Buyer may reasonably request in connection with their audit the preparation of the Financial Statements or review of any revenue and expense records pertaining to the Assets 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 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 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 or any of its affiliates requires to comply shall reimburse Seller for the reasonable, documented out-of-pocket costs and expenses incurred by Seller in connection with their taxsuch cooperation); provided, financial and other reporting requirements. Each Seller’s cooperation will include however, that Seller shall not (i) reasonable access during normal business hours be required to such Seller’s employees and representatives designated by such Seller who were responsible for preparing deliver any representation letter, certificate or maintaining the revenue and expense records and work papers and other supporting documents used in the preparation information with respect to any use of such financial statements as may by Buyer or its Affiliates subsequent to the Closing Date or (ii) be required by responsible for any misstatement or omission in any of Buyer’s Auditor to perform an audit or conduct a review its Affiliates’ securities filings or in accordance with generally accepted auditing standards respect of any of Buyer’s or to otherwise verify its Affiliates’ financings caused by or resulting from the use by Buyer or its Affiliates of such financial statements; and (ii) delivery of one or more customary representation letters from such Seller to Buyer’s Auditor that are reasonably requested by Buyer to allow such auditors to complete an audit (or review of any financial statements), and to allow Buyer’s Auditor to issue an opinion with respect to its audit or review. Buyer will pay or, if paid, reimburse the applicable Seller, within ten (10) Business Days after demand in writing therefor, for any reasonable out-of-pocket costs and overhead costs expenses incurred by such Seller and its Affiliates in complying with the provisions of this Section 7.076.6.