Common use of Financial Statement Cooperation Clause in Contracts

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. (b) Upon delivery by Purchaser of reasonable evidence that, based upon financial information of the applicable entities, audited financial statements of the Companies would be required for Xxxx to comply with SEC reporting obligations in connection with a public registered debt or equity securities offering by Xxxx prior to Closing, at Xxxx’x election, and at its sole expense, Xxxx will be permitted, in connection with such an offering by Xxxx prior to Closing, subject to providing timely prior notice to the Company and compliance with Section 9.03, to have an independent accounting firm approved by Seller conduct an audit of the Companies’ financial statements prior to the Closing; provided that, such an audit does not unreasonably interfere with the operations of the Company and its Subsidiaries. Seller shall, and Parent shall use its reasonable best efforts to cause Seller to, cause the Companies to facilitate such audit at the reasonable request of Purchaser, including by providing such independent accounting firm with reasonable access to the books, records and employees of the Companies and Seller reasonably required to conduct such audit and reasonable assistance in completing such audit. All costs and expenses of such audit shall be borne by Xxxx. (c) It is understood and agreed that (i) the provision of such financial information or the completion of the Companies’ financial statements in clause (a) above is not a condition to the parties’ obligations to complete the Closing and the Closing shall not be delayed pending delivery of the Companies’ financial statements or such financial information, and (ii) conducting an audit described in clause (b) above is not a condition to the parties’ obligations to complete the Closing and the Closing shall not be delayed pending the commencement or completion of such an audit.

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 As soon as reasonably practicable after such interim financial statements and other 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 information 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 Companies to the extent required by Law in connection with Business for 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 Companiesmonth. (b) Upon delivery HoldCo shall (i) retain an independent public accounting firm selected by Purchaser of reasonable evidence thatHoldCo, based upon financial information of the applicable entitiesat Buyer Parties’ expense, audited to provide to Buyer Parties financial statements of HoldCo in compliance with Regulation S-X under the Companies would be required for Xxxx Securities Act of 1933, as amended (“Regulation S-X”), as and when needed to comply with SEC satisfy any Buyer Party’s reporting obligations on Form 8-K of the SEC (or any amendments thereto) in connection with the transactions contemplated hereby or in connection with a public registered debt or equity securities offering by Xxxx such Buyer Party prior to Closing, at Xxxx’x electionincluding audited, interim and at pro forma statements as may be required in accordance with Regulation S-X; and (ii) use its sole expense, Xxxx will be permitted, best efforts to cause such auditors to consent to the inclusion of such financial statements in any Buyer Party’s filings on Form 8-K (or any amendments thereto) or in connection with any such an offering offering, including by Xxxx prior to Closingproviding such auditors with a reasonable and customary representation letter in connection therewith; provided, subject to providing timely prior notice to the Company and compliance with Section 9.03, to have an independent accounting firm approved by Seller conduct an audit of the Companies’ financial statements prior to the Closing; provided that, that such an audit does shall not unreasonably interfere with the operations of the Company and its SubsidiariesCompanies. Seller shall, and Parent HoldCo shall use its reasonable best efforts to cause Seller to, cause the Companies to facilitate any such audit at the reasonable request of Purchaserany Buyer Party, including by providing such independent accounting firm with reasonable access to the books, records and employees of the Companies and Seller reasonably required to conduct such audit and reasonable assistance in completing such audit. All costs and Buyer Parties will promptly reimburse HoldCo for any expenses of such audit shall be borne by Xxxxincurred in connection with its performance under this clause (b). (c) Upon the request of any Buyer Party, HoldCo shall provide to such Buyer Party interim financial statements and other financial information of the Companies to the extent required for such Buyer Party to comply with SEC reporting obligations in connection with a public registered offering of debt or equity securities by such Buyer Party prior to Closing, but only to the extent such financial statements or financial information are reasonably requested by such Buyer Party in a timely manner and are otherwise prepared in the Ordinary Course of Business. (d) It is understood and agreed that (i) completing the provision of such financial information or the completion of the Companies’ financial statements in clause (a) above is not a condition to the parties’ obligations to complete the Closing and the Closing shall not be delayed pending delivery of the Companies’ financial statements or such financial information, and (ii) conducting an audit described in clause (b) above is not a condition to the parties’ obligations to complete the Closing and the Closing shall not be delayed pending the commencement or completion of such an audit, (ii) the provision of such financial information or the completion of the Companies’ financial statements in clause (c) above is not a condition to the parties’ obligations to complete the Closing and the Closing shall not be delayed pending delivery of the Companies’ financial statements or such financial information and (iii) the provision of the financial information, the financial statements and/or the findings of the audit referred to in clauses (b) and (c) above shall not be permitted to be used as evidence of a breach of the representations and warranties set forth in Section 2.8 or form the basis of a claim for indemnification pursuant to Article VII.

Financial Statement Cooperation. (a) Upon delivery Sellers shall, and shall cause their Affiliates to, use reasonable best efforts, at Buyer’s sole cost and expense, upon Buyer’s reasonable request, to cooperate with and provide reasonable support to Buyer: (i) in Buyer’s preparation of any pro forma consolidated balance sheets and related pro forma consolidated statements of income of Buyer and its Subsidiaries giving effect to the transactions contemplated by Purchaser this Agreement and meeting the requirements of reasonable evidence thatRegulation S-X, based upon including by Sellers providing all additional information related to the Business reasonably necessary for such preparation, on a timeline as would reasonably be expected to permit Buyer to file such financial information of with the applicable entitiesSEC in accordance with the Exchange Act and the regulations promulgated thereunder, financial statements of the Companies would be including as required for Xxxx pursuant to comply with SEC reporting obligations Form 8-K or as required pursuant to Form S-3 in connection with a public registered an offering of debt Buyer’s securities (it being understood that, notwithstanding anything to the contrary set forth herein, Sellers and their Affiliates shall have no obligation to prepare any pro forma financial information, which Buyer shall be solely responsible for); and (ii) in Buyer’s preparation of its consolidated financial statements for each of the quarterly periods and fiscal year ending after the Closing Date and on or equity securities by Xxxx prior to ClosingDecember 31 of the fiscal year during which the Closing occurs, Parent shall use commercially reasonable efforts including by Sellers providing all additional information related to cause Seller the Business reasonably necessary for such preparation, on a timeline as would reasonably be expected to provide interim permit Buyer to file, following review or audit, as applicable, by independent public accountants, such consolidated financial statements with the SEC in accordance with the Exchange Act 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 Companiesregulations promulgated thereunder. (b) Upon delivery by Purchaser of reasonable evidence that, based upon financial information of the applicable entities, audited financial statements of the Companies would be required for Xxxx to comply with SEC reporting obligations in In connection with a the actions contemplated by Buyer under Section 5.24(a)(i) through Section 5.24(a)(ii), (i) Sellers shall use their reasonable best efforts to (A) cause their independent accountants to provide reasonable assistance to Buyer, including using reasonable best efforts to cause Sellers’ independent accountants to permit Buyer’s independent public registered debt or equity securities offering by Xxxx prior accountants to Closing, at Xxxx’x election, rely on Sellers’ independent accountants and at its sole expense, Xxxx will be permitted, in connection with such an offering by Xxxx prior (B) provide reasonable access to Closing, the books and records relating to the Business for Buyer’s independent public accountants to complete their annual audit and quarterly review (subject to providing timely prior notice to the Company execution of customary confidentiality agreements) and compliance with Section 9.03, to have an independent accounting firm approved by Seller conduct an audit of the Companies’ financial statements prior to the Closing; provided that, such an audit does not unreasonably interfere with the operations of the Company and its Subsidiaries. Seller shall, and Parent (ii) Buyer shall use its reasonable best efforts to cause Seller to, cause the Companies its independent public accountants to facilitate such audit at the reasonable request of Purchaser, including by providing such rely on Sellers’ independent accounting firm with reasonable access accountants to the books, records extent that (x) Sellers have complied with subsection (i)(A) of this paragraph in facilitating such reliance and employees (y) such reliance is permissible under the rules of the Companies SEC and Seller reasonably required to conduct such audit and reasonable assistance in completing such audit. All costs and expenses of such audit shall be borne by Xxxxapplicable SEC guidance. (c) It is understood and agreed that (i) the provision of such financial information or the completion of the Companies’ financial statements in clause (a) above is not a condition to the parties’ obligations to complete the Closing and the Closing shall not be delayed pending delivery of the Companies’ financial statements or such financial information, and (ii) conducting an audit described in clause (b) above is not a condition to the parties’ obligations to complete the Closing and the Closing shall not be delayed pending the commencement or completion of such an audit.