Common use of Financial Statement Assistance Clause in Contracts

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. Oryx shallEach Seller shall reasonably cooperate with Buyer and make available, as promptly as practicable after during normal business hours, to Buyer and its representatives prior to and for a period of fifteen (15) months following the last day later of the relevant period covered by Initial Closing or Option Closing any Required Oryx Financial Statement that occurs prior and all existing information and documents relating to revenues and expenses attributable to the Closing Date, but Assets and 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 possession of such period covered thereby is (x) within 90 days of 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 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 Securities and Exchange Commission under the Securities Act or of 1933 and/or the Securities Exchange ActAct of 1934. Oryx shall 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 cause cooperate with the applicable independent accountants to consent auditors chosen by Buyer (“Buyer’s Auditor”) in connection with their audit or review of any revenue and expense records pertaining to the inclusion Assets that Buyer or incorporation 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 reference 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 their respective such financial statements as may be required by Buyer’s Auditor to perform an audit opinions 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 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 accountantsthis Section 7.07.

Financial Statement Assistance. Oryx shallEach Seller shall reasonably cooperate with Buyer and make available, as promptly as practicable after during normal business hours, to Buyer and its representatives prior to and for a period of fifteen (15) months following the last day later of the relevant period covered by Initial Closing or Option Closing any Required Oryx Financial Statement that occurs prior and all existing information and documents relating to revenues and expenses attributable to the Closing Date, but Assets and 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 possession of such period covered thereby is (x) within 90 days of 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 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 Securities and Exchange Commission under the Securities Act or of 1933 and/or the Securities Exchange ActAct of 1934. Oryx shall 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 cause cooperate with the applicable independent accountants to consent auditors chosen by Buyer (“Buyer’s Auditor”) in connection with their audit or review of any revenue and expense records pertaining to the inclusion Assets that Buyer or incorporation 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 reference 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 their respective such financial statements as may be required by Xxxxx’s Auditor to perform an audit opinions 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 Xxxxx’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 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 accountantsthis Section 7.07.