Financial Statement Preparation. Following the Closing Date, Seller and Member shall use its commercially reasonable efforts to assist Buyer in causing to be prepared, as promptly as practicable, and in any event no later than seventy (75) days following the Closing Date, any financial statements that Buyer is required to file pursuant to Form 8-K, Rule 3-05 or Article 11 of Regulation S-X under the Exchange Act, and shall use its commercially reasonable efforts to obtain the consents of its auditor(s) with respect thereto as may be required by applicable SEC regulations. Seller represents and warrants that it has secured and will secure the cooperation of its finance staff to assist Buyer with getting audited financial statements. All costs and expenses associated with this Section 2.7, including reasonable compensation for services provided by Seller’s finance staff and auditors, shall be paid by Buyer.
Financial Statement Preparation k. Prepare and provide semi-annual and year-end draft financial statements and supporting work papers. Prepare and provide supporting work papers for the financial information included in the Form N-Q reports. Assist auditors with the annual audit of the fund, if requested.
Financial Statement Preparation. Company shall use its commercially reasonable efforts prior to Closing to prepare, or assist Parent in causing to be prepared, as promptly as practicable, and in any event no later than seventy (70) days following the Closing Date, any financial statements that Parent is required to file pursuant to Form 8-K, Rule 3-05 or Article 11 of Regulation S-X under the 1934 Act, and shall use its commercially reasonable efforts to obtain the consents of its auditor(s) with respect thereto as may be required by applicable SEC regulations.
Financial Statement Preparation. Buyer and Seller shall use commercially reasonable efforts after Closing to assist each other in certain financial statement preparation matters, including, as promptly as practicable, and in any event no later than seventy (70) days following the Closing Date, any financial statements that Buyer is required to file pursuant to Rule 3-05 or Article 11 of Regulation S-X under the Securities Exchange Act of 1934, as amended.
Financial Statement Preparation. Company shall use its commercially reasonable efforts prior to Closing to prepare, or assist Parent in causing to be prepared, as promptly as practicable, and in any event no later than seventy (75) days following the Closing Date, any financial statements that Parent is required to file pursuant to Form 8-K, Rule 3-05 or Article 11 of Regulation S-X under the 1934 Act, and shall use its commercially reasonable efforts to obtain the consents of its auditor(s) with respect thereto as may be required by applicable SEC regulations. Company represents and warrants that it has secured the cooperation of its finance staff to assist Parent with getting audited financial statements for each of 2014, 2015 and 2016. All costs and expenses associated with this Section 5.5, including reasonable compensation for services provided by Company’s finance staff and auditors, shall be paid by Parent.
Financial Statement Preparation. The Business possesses, and will have access, following the Closing, to the information necessary to prepare balance sheets and statements of operations and cash flows (including footnotes and other disclosures related thereto) for the Business that conform to the requirements of GAAP. The statements of operations included in the Financial Statements do not contain any material items of special or non-recurring income or other income not earned in the ordinary course of the Business except as expressly specified therein. The statements of operations and cash flows included in the Financial Statements do not reflect the operations of any entity or business other than the Business other than Icagen-T. Seller has not engaged in any transaction with respect to the Business, maintained any bank account for the Business or used any of its funds in the conduct of the Business 4826-7940-7793v12/101501-0066 except for transactions, bank accounts and funds which have been and are reflected in its normally maintained books and records.
Financial Statement Preparation. (a) The Company shall use commercially reasonable efforts to cooperate with Buyer, Buyer Parent and their accounting advisors in order to enable Buyer Parent to reasonably promptly determine whether it is or would be required to include audited, unaudited and/or pro forma financial statements related to the Transferred Assets and the Business for any periods prior to Closing in the reports to be filed by Buyer Parent with the SEC pursuant to the Exchange Act, in a registration statement filed by Buyer Parent with the SEC under the Securities Act in accordance with Regulation S-X (“Regulation S-X”) promulgated by the SEC or in the Plan or any other document related thereto (the “Required Financial Statements”). For purposes of clarification, if financial statements covering different periods could constitute the Required Financial Statements under the Exchange Act or the Securities Act and the rules and regulations promulgated thereunder, then Buyer Parent shall determine which such periods will constitute the Required Financial Statements for purposes of this Agreement. Such commercially reasonable efforts of the Company shall include providing to Buyer, Buyer Parent and their accounting advisors reasonably promptly such financial information available to the Company related to the Transferred Assets as Buyer Parent may reasonably request (the “Financial Information”).
Financial Statement Preparation. Seller possesses, and will have access, following the Closing, to the information necessary to prepare balance sheets and statements of operations and cash flows (including footnotes and other disclosures related thereto) for the Business that conform to the requirements of GAAP.
Financial Statement Preparation. Sellers shall cause Newco to provide to the Company after Closing, at Sellers’ expense, the services of Dxxxxx Xxxxxx and Jxxxxxxx Xxxxxx (or if either such individual is not employed by Newco or its Affiliates, comparable personnel) for the purpose of preparing consolidated financial statements for the Company and the Acquired Subsidiaries as of the Closing Date and for the period from January 1, 2016 to the Closing Date, and providing reasonable assistance to the Company’s auditors on the audit of such financial statements. Further Assurances . Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.
Financial Statement Preparation. CDS shall cooperate with SDRC, including providing SDRC with access to all books and records of CDS relating to the Acquired CDS Business, in connection with the preparation of any financial statements of SDRC after the Closing, including any financial statements required by applicable regulations promulgated under the Securities Act of 1933 or the Securities Exchange Act of 1934.
