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. 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. Prior to Closing, the Company shall reasonably assist Parent in causing to be prepared, as promptly as practicable, 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 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. 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. 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. 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 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”).
(b) If Buyer determines to obtain permission from the SEC’s Division of Corporation Finance, Office of the Chief Accountant (“OCA”) for the use of “Abbreviated Financial Statements” as described in Section 2065.4 through 2065.12 of the Division of Corporation Finance Financial Reporting Manual, the Company shall cooperate with Buyer Parent’s efforts to obtain such permission at the same level as described in Section 4.8(a) above.
(c) If Buyer Parent determines that it is required to file with the SEC the Required Financial Statements, then Buyer or Buyer Parent shall retain, at the Buyer’s expense, a public accounting firm to prepare the Required Financial Statements, subject to the approval of the Company, which approval will not be unreasonably withheld or delayed (the accounting firm preparing the Required Financial Statements, the “Preparing Firm”).
(d) From and after the date of this Agreement, the Company shall provide to the Preparing Firm the Financial Information as is reasonably necessary to enable the Preparing Firm to prepare the Required Financial Statements and for the auditing...
Financial Statement Preparation. ABPC agrees to prepare or cause to be prepared true and accurate annual financial statements in conformity with generally accepted accounting principles and supplementary information as described below. The financial statements must reflect the results of operations of the Leased Premises only, and not be combined or consolidated with the results of any other enterprise. In addition to the financial statements, the following schedules of supplementary information must also be presented:
1. An income statement for each of the Garage operation and Surface Parking operation that, in total, agrees with the entity’s overall income statement.
2. A schedule of gross receipts and operating expenses prepared on the cash basis for each of the Garage operation and Surface Parking operation, with a reconciliation of the cash basis gross receipts and operating expenses with the accrual basis revenue and operating expenses presented in the income statement described above in item #1.
3. A schedule detailing the status of Guarantor Payments, including accrued interest, the premium amount, advance repayments and outstanding balance.
4. A schedule of outstanding Developer Payments.
5. A schedule which presents the calculation of Additional Payments due ABPC and the State in accordance with Section 6(c). For the purposes of this calculation, Guaranteed Payments excluding operating expenses which are developed in #2 above) are to be considered deductions for the Lease Year which provided the funds for such payments; i.
Financial Statement Preparation. The Audited Financial Statements and the Most Recent Financial Statements have been prepared from the books, records and accounts of the Company and the applicable Subsidiaries. The Audited Financial Statements and the Most Recent Financial Statements present fairly, in all material respects, the financial position of the Company on a consolidated basis with the Subsidiaries of the Company as of the dates and for the periods referred to therein in accordance in all material respects with GAAP (except as may be indicated in the notes thereto); provided, however, that the Most Recent Financial Statements do not include certain adjustments (such as year-end adjustments) and footnote disclosures. During the periods covered by the Audited Financial Statements and the Most Recent Financial Statements, the accounting controls of the Company and its Subsidiaries have been, and are, sufficient to provide reasonable assurance that all transactions are executed in accordance with management’s general or specific authorization and all transactions are recorded as necessary to permit the accurate preparation of the Audited Financial Statements and the Most Recent Financial Statements. During the periods covered by the Audited Financial Statements and the Most Recent Financial Statements, there has not been (a) any significant deficiency or weakness in any system of internal accounting controls used by the Company and its Subsidiaries, (b) any Fraud or other wrongdoing that involves any of the management or other employees of the Company and its Subsidiaries who have a role in the preparation of the financial statements or the internal accounting controls used by the Company and its Subsidiaries or (c) any written claim or allegation regarding any of the foregoing.
Financial Statement Preparation. Each of the Seller and the Company shall use its commercially reasonable efforts prior to Closing to prepare, or assist Buyer in causing to be prepared, as promptly as practicable, and in any event no later than 15 days following the date of this Agreement, any financial statements that Buyer is required to file pursuant to Form 8-K, Rule 3-05 or Article 8 of Regulation S-X under the Exchange Act and to include in the Proxy Statement, 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.
