Common use of Financial Statements and Accounting Clause in Contracts

Financial Statements and Accounting. (a) From the Distribution Effective Time until the completion of each Party’s audit for the fiscal year ending December 31, 2019, each Party agrees to provide reasonable assistance and, subject to Section 7.6, reasonable access to its properties, books and records, other information in its possession and control and personnel, and to use its commercially reasonable efforts to cooperate with the other Party’s requests, in each case to enable (i) such other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K, (ii) such other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements of such other Party, including, to the extent applicable to such Party, its auditor’s audit, if applicable, of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and (iii) such other Party to respond to any written request or official comment from a Governmental Entity, including in connection with responding to a comment letter from the Commission; provided, that in connection with this clause (iii), each Party shall provide reasonable access on the terms set forth in this Section 7.2 for a period of three (3) years following the Distribution Date. For the avoidance of doubt, this Section 7.2(a) shall not limit in any manner the obligations of the Parties under any Ancillary Agreement.

Appears in 5 contracts

Samples: Separation Agreement (Baudax Bio, Inc.), Separation Agreement (Baudax Bio, Inc.), Separation Agreement (Ironwood Pharmaceuticals Inc)

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Financial Statements and Accounting. (a) From the Distribution Effective Time until the completion of each Party’s audit for the fiscal year ending December 31, 20192017, each Party agrees to provide reasonable assistance and, subject to Section 7.6, reasonable access to its properties, books and records, other information in its possession and control and personnel, and to use its commercially reasonable efforts to cooperate with the other Party’s requests, in each case to enable (i) such other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K, (ii) such other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements of such other Party, including, to the extent applicable to such Party, its auditor’s audit, if applicable, audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and (iii) such other Party to respond to any written request or official comment from a Governmental Entity, including in connection with responding to a comment letter from the Commission; provided, that in connection with this clause (iii), each Party shall provide reasonable access on the terms set forth in this Section 7.2 for a period of three (3) years following the Distribution Date. For the avoidance of doubt, this Section 7.2(a) shall not limit in any manner the obligations of the Parties under any Ancillary Agreement.

Appears in 4 contracts

Samples: Separation Agreement, Separation Agreement (Bioverativ Inc.), Separation Agreement (Bioverativ Inc.)

Financial Statements and Accounting. (a) From the Distribution Effective Time until the completion of each Party’s audit for the fiscal year ending December 31, 20192021, each Party agrees to provide reasonable assistance and, subject to Section 7.6, reasonable access to its properties, books and records, other information in its possession and control and personnel, and to use its commercially reasonable efforts to cooperate with the other Party’s requests, in each case to enable (i) such other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K, (ii) such other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements of such other Party, including, to the extent applicable to such Party, its auditor’s audit, if applicable, of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and (iii) such other Party to respond to any written request or official comment from a Governmental Entity, including in connection with responding to a comment letter from the Commission; providedprovided that, that in connection with this clause (iii), each Party shall provide reasonable access on the terms set forth in this Section 7.2 for a period of three (3) years following the Distribution Date. For the avoidance of doubt, this Section 7.2(a) shall not limit in any manner the obligations of the Parties under any Ancillary Agreement.

Appears in 3 contracts

Samples: Separation Agreement (Bluebird Bio, Inc.), Separation Agreement (2seventy Bio, Inc.), Separation Agreement (2seventy Bio, Inc.)

Financial Statements and Accounting. (a) From the Distribution Effective Time until the completion of each Party’s audit for the fiscal year ending December 31, 20192023, each Party agrees to provide reasonable assistance and, subject to Section 7.67.7, reasonable access to its properties, books and records, other information in its possession and control and personnel, and to use its commercially reasonable efforts to cooperate with the other Party’s requests, in each case to enable (i) such other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K, (ii) such other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements of such other Party, including, to the extent applicable to such Party, its auditor’s audit, if applicable, of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and (iii) such other Party to respond to any written request or official comment from a Governmental Entity, including in connection with responding to a comment letter from the Commission; provided, that that, in connection with this clause (iii), each Party shall provide reasonable access on the terms set forth in this Section 7.2 for a period of three (3) years following the Distribution Date. For the avoidance of doubt, this Section 7.2(a) shall not limit in any manner the obligations of the Parties under any Ancillary Agreement.

Appears in 3 contracts

Samples: Separation Agreement (Mural Oncology PLC), Separation Agreement (Alkermes Plc.), Separation Agreement (Mural Oncology PLC)

Financial Statements and Accounting. (a) From Without limitation of Section 6.1, from the Distribution Effective Time until the completion of each Party’s audit for the fiscal year ending December 31, 20192017 (and for a reasonable period of time afterwards as required by Law for Citrix to prepare consolidated financial statements or complete a financial statement audit for any period during which the financial results of the SpinCo Group were consolidated with those of Citrix), each Party of Citrix and SpinCo agrees to provide reasonable assistance and, subject to Section 7.66.6, reasonable access to its properties, books and records, other information in its possession and control and personnel, and to use its commercially reasonable efforts to cooperate with the other Party’s requests, in each case to enable (i) such other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K, (ii) such other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements of such other Party, including, to the extent applicable to such Party, its auditor’s audit, if applicable, audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the CommissionSEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and (iii) such other Party to respond to any written request or official comment from a Governmental EntityAuthority, including in connection with responding to a comment letter from the CommissionSEC; provided, that in connection with this clause (iii), each Party shall provide reasonable access on the terms set forth in this Section 7.2 6.2 for a period of three (3) years following the Distribution Date. For the avoidance of doubt, this Section 7.2(a) shall not limit in any manner the obligations of the Parties under any Ancillary Agreement.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (LogMeIn, Inc.), Separation and Distribution Agreement (Citrix Systems Inc)

Financial Statements and Accounting. (a) From the Distribution Effective Time until the completion of each Party’s audit for the fiscal year ending December 31, 2019, each Party agrees to provide reasonable assistance and, subject to Section 7.6, reasonable access to its properties, books and records, other information in its possession and control and personnel, and to use its commercially reasonable efforts to cooperate with the other Party’s requests, in each case to enable (i) such other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K, (ii) such other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements of such other Party, including, to the extent applicable to such Party, its auditor’s audit, if applicable, of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 and the Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and (iii) such other Party to respond to any written request or official comment from a Governmental Entity, including in connection with responding to a comment letter from the Commission; provided, that in connection with this clause (iii), each Party shall provide reasonable access on the terms set forth in this Section 7.2 for a period of three (3) years following the Distribution Date. For the avoidance of doubt, this Section 7.2(a) shall not limit in any manner the obligations of the Parties under any Ancillary Agreement.

Appears in 1 contract

Samples: Separation Agreement (Cyclerion Therapeutics, Inc.)

Financial Statements and Accounting. (a) From the Distribution Effective Time until the completion of each Party’s audit for the fiscal year ending December 31, 20192017, each Party agrees to provide reasonable assistance and, subject to Section 7.6, reasonable access to its properties, books and records, other information in its possession and control and personnel, and to use its commercially reasonable efforts to cooperate with the other Party’s requests, in each case to enable (i) such other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K, (ii) such other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements of such other Party, including, to the extent applicable to such Party, its auditor’s audit, if applicable, audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 and the Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and (iii) such other Party to respond to any written request or official comment from a Governmental Entity, including in connection with responding to a comment letter from the Commission; provided, that in connection with this clause (iii), each Party shall provide reasonable access on the terms set forth in this Section 7.2 for a period of three (3) years following the Distribution Date. For the avoidance of doubt, this Section 7.2(a) shall not limit in any manner the obligations of the Parties under any Ancillary Agreement.

Appears in 1 contract

Samples: Separation Agreement (Biogen Inc.)

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Financial Statements and Accounting. (a) From Without limitation of Section 6.1, from the Distribution Split-Off Effective Time until the completion of each Party’s audit for the fiscal year ending December 31, 20192021 (and for a reasonable period of time afterwards as required by Law for the Company to prepare consolidated financial statements or complete a financial statement audit for any period during which the financial results of the SplitCo Group were consolidated with those of the Company), each Party of the Company and SplitCo agrees to provide reasonable assistance and, subject to Section 7.66.6, reasonable access to its properties, books and records, other information in its possession and control and personnel, and to use its commercially reasonable efforts to cooperate with the other Party’s requests, in each case to enable enable, to the extent applicable, (i) such other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K, to the extent applicable, (ii) such other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements of such other Party, including, to the extent applicable to such Party, its auditor’s audit, if applicable, audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the CommissionSEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and (iii) such other Party to respond to any written request or official comment from a Governmental EntityAuthority, including in connection with responding to a comment letter from the CommissionSEC; provided, that in connection with this clause (iii), each Party shall provide reasonable access on the terms set forth in this Section 7.2 6.2 for a period of three (3) years following the Distribution Split-Off Date. For the avoidance of doubt, this Section 7.2(a) shall not limit in any manner the obligations of the Parties under any Ancillary Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (FAST Acquisition Corp.)

Financial Statements and Accounting. (a) From Without limitation of Section 5.01, from the Distribution Effective Time until date hereof through the completion of each Party’s audit for the fiscal year ending December 31, 2019Closing Date, each Party of the Company, Xxxxxxxx and NextTrip agrees to provide reasonable assistance and, subject to Section 7.65.06, reasonable access to its properties, books and records, other information in its possession and control and personnel, and to use its commercially reasonable efforts to cooperate with the other Partyparty’s requests, in each case to enable (ia) such other Party party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K, (iib) such other Partyparty’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements of such other Partyparty, including, to the extent applicable to such Partyparty, its auditor’s audit, if applicable, audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the CommissionSEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder thereunder, and (iiic) such other Party party to respond to any written request or official comment from a Governmental Entity, including in connection with responding to a comment letter from from, or investigation by, the CommissionSEC; provided, that in connection with this clause (iiic), each Party party shall provide reasonable access on the terms set forth in this Section 7.2 for a period of three (3) years following 5.02 until the Distribution Datematter relating to such comment letter or investigation is resolved. For the avoidance of doubt, this Section 7.2(a) shall not limit Xxxxxxxx must immediately perform hereunder immediately in any manner connection with the obligations audit of the Parties under any Ancillary Agreementannual financial statements of the Company for the fiscal year ended February 28, 2022 to avoid the penalty set forth in Section 2.07(b).

Appears in 1 contract

Samples: Separation Agreement (NextPlay Technologies Inc.)

Financial Statements and Accounting. (a) From Without limitation of Section 6.1, from the Distribution Effective Time until the completion of each Party’s audit for the fiscal year ending December 31, 20192021 (and for a reasonable period of time afterwards as required by Law for Florida to prepare consolidated financial statements or complete a financial statement audit for any period during which the financial results of the SpinCo Group were consolidated with those of Florida), each Party of Florida and SpinCo agrees to provide reasonable assistance and, subject to Section 7.66.6, reasonable access to its properties, books and records, other information in its possession and control and personnel, and to use its commercially reasonable efforts to cooperate with the other Party’s requests, in each case to enable enable, to the extent applicable, (i) such other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K, to the extent applicable, (ii) such other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements of such other Party, including, to the extent applicable to such Party, its auditor’s audit, if applicable, audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the CommissionSEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and (iii) such other Party to respond to any written request or official comment from a Governmental EntityAuthority, including in connection with responding to a comment letter from the CommissionSEC; provided, that in connection with this clause (iii), each Party shall provide reasonable access on the terms set forth in this Section 7.2 6.2 for a period of three (3) years following the Distribution Date. For the avoidance of doubt, this Section 7.2(a) shall not limit in any manner the obligations of the Parties under any Ancillary Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (FAST Acquisition Corp.)

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