Financial Statement Cooperation. The Seller agrees, at the cost and expense of the Purchaser, to cooperate with the Purchaser and to assist the Purchaser's outside auditors in the preparation of any financial statements relating to the Purchased Assets and the Seller that may be reasonably requested by the Purchaser or UTI for filing with the Securities and Exchange Commission in connection with any filings that may be made by the Purchaser or UTI under the US Securities Act or the US Exchange Act. Such financial statements shall consist of (i) such audited balance sheets and audited statements of operations, cash flows and changes in equity together with the notes thereon and (ii) such unaudited interim balance sheet and unaudited interim statements of operations, cash flows and changes in equity, if any, in each case as the Purchaser or UTI shall reasonably deem to be required by the Purchaser or UTI.
Financial Statement Cooperation. After the Closing, Seller and Buyer shall provide, or cause to be provided to each other, any records and other information in their respective possession (or reasonably available to them) as may be reasonably requested by the other party in connection with the preparation of any financial statements determined to be necessary to meet financial reporting obligations in connection with the consummation of the Transactions.
Financial Statement Cooperation. AT&T (prior to the Spin-off) and AT&T Wireless (after the Spin-off) agree to use all reasonable efforts to provide DoCoMo with such financial information as it may reasonably request from time to time, as may be necessary in order for DoCoMo to prepare such consolidated financial reports as it is required to prepare under applicable law; provided that to the extent any of such information is non-public information, (i) such non-public information shall be disclosed pursuant to customary confidentiality restrictions that (A) limit dissemination of such information to those employees and agents of DoCoMo and its Subsidiaries having a need to know in connection with the preparation of such consolidated financial reports, (B) prohibit public disclosure of such non- public information and (C) prohibit inclusion of such information in any portion of the consolidated financial statements that become publicly disclosed, in each case prior to the time any such information is publicly disclosed by AT&T or AT&T Wireless, as the case may be, and (ii) DoCoMo agrees to use all reasonable efforts to prevent such non-public information from becoming disclosed or disseminated prior to the time any such information is publicly disclosed by AT&T or AT&T Wireless, as the case may be, other than to those having a need to know in connection with the preparation of such consolidated financial reports.
Financial Statement Cooperation. (a) As soon as reasonably practicable after such interim financial statements and reports become available, but in no event more than twenty (20) calendar days after the end of each month, HoldCo shall provide Buyer Parties with (i) the unaudited interim financial statements of HoldCo for each month completed during the Pre-Closing Period that are prepared in the Ordinary Course of Business, and (ii) operating or management reports (such reports to be in the form prepared in the Ordinary Course of Business) of the Business for such month.
Financial Statement Cooperation. (a) Upon delivery by Purchaser of reasonable evidence that, based upon financial information of the applicable entities, financial statements of the Companies would be required for Xxxx to comply with SEC reporting obligations in connection with a public registered offering of debt or equity securities by Xxxx prior to Closing, Parent shall use commercially reasonable efforts to cause Seller to provide interim financial statements and other financial information of the Companies to the extent required by Law in connection with such an offering but only to the extent such financial statements or financial information are reasonably requested by Purchaser in a timely manner and are otherwise prepared by Seller in the ordinary course of business for the Companies.
Financial Statement Cooperation. From the Closing Date until March 31, 2015, in the event that the Buyer is required to include audited financial statements with respect to the Company for the years ended December 31, 2007, 2008, 2009 or the 2010 period ended on the Closing Date in any filing to be made by the Buyer under the Securities Act of 1933, as amended, with respect to or as a result of the transactions contemplated by this Agreement, Seller will, at Buyer’s sole cost and expense, provide the Buyer and its auditors access to inspect the historical financial books and records of Seller relating exclusively to the Company and solely for purposes of allowing Buyer’s auditors to prepare the above-specified audited financial statements. Buyer shall promptly reimburse Seller for (i) any reasonable out of pocket expenses incurred in connection with this Section 6.12 and (ii) any amount of time, not to exceed in total 20 hours per week or 40 hours in the aggregate, that Seller’s employees may be required to devote in order to provide such access to financial information to the Buyer, at an hourly rate of $200 per employee. In no event shall Seller be required to provide assistance pursuant to this Section 6.12 at any time other than during Seller’s normal business hours. Seller makes no representation or warranty of any kind or nature whatsoever, and shall have no responsibility or liability with respect to (a) any financial information that is contained or should have been contained in the books and records to which Seller provides access to Buyer and its auditors under this Section 6.12, or (b) the accuracy or adequacy of any financial statements prepared by the Buyer and its auditors based on the information contained in the books and records or compliance of any financial statements prepared by the Buyer and its auditors with applicable Legal Requirements or accounting rules, regulations and principles.
Financial Statement Cooperation. To the extent requested by Parent during the Interim Period, the Company shall, and shall use commercially reasonable efforts to cause the independent auditors of the Company to, provide customary assistance to Parent and its underwriters in connection with the preparation of financial statements of the Company and its Subsidiaries and related information (collectively, the “Company Financial Information”) sufficient to enable Parent to prepare financial statements sufficient for inclusion in any registration statement under the Securities Act, including compliance with the applicable provisions of Regulation S-X, including making work papers available to Parent’s Representatives, the provision of “comfort letters” in customary form in connection with any offering or financing, delivery of consents to the inclusion of the financial statements required in connection with any offering or financing, participation in due diligence matters with respect to any offering or financing and assistance in responding to comments or questions from the SEC with respect to the Company Financial Information. The Company shall cause each of the Company’s Chief Executive Officer and Chief Financial Officer, in their capacity as officers of the Company, to execute officers’ certificates or management representation letters and deliver such officers’ certificates and management representation letters to the independent auditors of Parent with respect to the Company Financial Information, in a customary form and substance, to permit such auditors to issue unqualified reports with respect to the audited Company Financial Information and in connection with procuring the consent of such auditors to the inclusion of such financial information in connection with any offering or financing. Parent shall reimburse the Company for the reasonable costs and expenses incurred by the Company pursuant to this Section 6.20 (including fees and expenses payable to the independent auditors).
Financial Statement Cooperation. (a) From the date hereof until the Closing Date, Seller shall provide, and shall cause the Company and the Company Subsidiaries to provide, to Buyer reasonable cooperation in Buyer’s preparation of all financial statements relating to the Company and the Company Subsidiaries required to be included (i) under the rules and regulations of the SEC by Buyer in any Form 8-K to be filed following the consummation of the Acquisition or (ii) in any registration statement contemplated by the Registration Rights Agreement.
Financial Statement Cooperation. 27 8.7 Exclusivity...............................................................................27 8.8
Financial Statement Cooperation. From and after the Closing, Seller and its Affiliates shall use their commercially reasonable efforts, at OpCo Purchaser’s sole cost and expense and as promptly as reasonably practicable upon OpCo Purchaser’s reasonable request, to cooperate with and provide assistance and support to OpCo Purchaser in OpCo Purchaser’s preparation of any financial statements or any other financial reporting (including, in each case, with respect to pre-Closing Date periods) of the Business, including using its commercially reasonable efforts to cause its independent accountants to provide reasonable assistance to OpCo Purchaser.
