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. (b) Nothing in this Article VII shall require any Party to violate any agreement with any Third Party regarding the confidentiality of information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 7.2 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s written consent to the disclosure of such information.

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. (b) Nothing in this Article VII shall require any Party to violate any agreement with any Third Party regarding the confidentiality of information Information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 7.2 to disclose any such informationInformation, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s written consent to the disclosure of such informationInformation.

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. (b) Nothing in this Article VII shall require any Party to violate any agreement with any Third Party regarding the confidentiality of information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 7.2 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s written consent to the disclosure of such information.

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. (b) Nothing in this Article VII shall require any Party to violate any agreement with any Third Party regarding the confidentiality of information relating to that Third Party or its businessbusiness (except as may be required by law); provided, however, that in the event that a Party is required under this Section 7.2 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s prior written consent to the disclosure of such information.

Financial Statements and Accounting. Without limiting the provisions of Section 7.3, each Party agrees to provide the following assistance and reasonable access to its properties, records, other Information and personnel set forth in this Section 7.4, (ai) From at any time, with the Distribution consent of the other applicable Party (not to be unreasonably withheld, delayed or conditioned) for reasonable business purposes relating to financial reporting and any filing made with the SEC pursuant to the Securities Act or the Exchange Act; (ii) from the Effective Time until the completion of each Party’s audit for the fiscal year ending December 31, 20192018, in connection with the preparation and audit of each Party’s financial statements for the fiscal year ended December 31, 2018, the filing and public dissemination of such financial statements and the audit of each Party’s internal controls over financial reporting and management’s assessment thereof and management’s assessment of each Party’s disclosure controls and procedures, if required; (iii) in the event that either Party changes its independent auditors within two (2) years following the Distribution Date, then such Party may request reasonable access on the terms set forth in this Section 7.4 for a period of up to one hundred and eighty (180) days from such change; and (iv) to the extent reasonably necessary to respond (and for the limited purpose of responding) to any written request or official comment from a Governmental Authority, such as in connection with responding to a comment letter from the SEC. Without limiting the foregoing, each Party agrees to as follows: (a) Each Party shall 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 Party on a timely basis to enable (i) such other Party all Information reasonably required to meet its timetable schedule for the preparation, filing, and public dissemination of its earnings releases, quarterly and annual financial statements and for management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control controls 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, includingK and, to the extent applicable to such Party, its auditor’s audit, if applicable, audit of its internal control controls 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 the Public Company Accounting Oversight Board’s rules and auditing standards thereunder thereunder, if required (such assessments and (iii) such other Party audit being referred to respond to any written request or official comment from a Governmental Entity, including in connection with responding to a comment letter from as the Commission; provided, that in connection with this clause (iii“Internal Control Audit and Management Assessments”). Without limiting the generality of the foregoing, each Party shall provide all required financial and other Information with respect to itself and its Subsidiaries to its auditors in a sufficient and reasonable access on time and in sufficient detail to permit its auditors to take all steps and perform all reviews necessary to provide sufficient assistance, if requested, to each other Party’s auditors with respect to Information to be included or contained in such other Party’s annual financial statements and to permit such other Party’s auditors and management to complete the terms set forth in this Section 7.2 Internal Control Audit and Management Assessments, for a period of three (3) years following the Distribution Date. For the avoidance of doubtfiscal year ended December 31, this Section 7.2(a) shall not limit in any manner the obligations of the Parties under any Ancillary Agreement2018. (b) Except to the extent otherwise contemplated by the Ancillary Agreements, each Party shall authorize its respective auditors to make reasonably available to the other Party’s auditors (the “Other Party’s Auditors”) both the personnel who performed or are performing the annual audits of such audited Party (each Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party (subject to the execution of any reasonable and customary access letters that such Audited Party’s auditors may require in connection with the review of such work papers by such Other Party’s Auditors), in all cases within a reasonable time prior to such Audited Party’s auditors’ opinion date, so that the Other Party’s Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make reasonably available to the Other Parties and to such Other Party’s Auditors and management its personnel and Records and other Information in a reasonable time prior to the Other Party’s Auditors’ opinion date and other Party’s management’s assessment date so that the Other Party’s Auditors and other Party’s management are able to perform the procedures they reasonably consider necessary to conduct the Internal Control Audit and Management Assessments for the fiscal year ended December 31, 2018. (i) Each Party shall deliver to the other Party a reasonably complete draft of the first annual report on Form 10-K to be filed with the SEC (or otherwise) that includes its respective financial statements (in the form expected to be covered by the audit report of such Party’s independent auditors) for the year ended December 31, 2018, on or prior to February 4, 2019, (ii) Pentair shall deliver to nVent a reasonably complete draft of the first proxy materials to be filed with the SEC after the Effective Date on or prior to February 4, 2019 and (iii) nVent shall deliver to Pentair a reasonably complete draft of the first proxy materials to be filed after the Effective Date (such annual reports and proxy materials, collectively, the “Annual Reports”), on or prior to February 4, 2019; provided, however, that each Party may continue to revise its respective Annual Reports prior to the filing thereof, which changes shall be delivered to the other Party as soon as reasonably practicable; provided, further, that, to the extent nVent’s 2019 proxy statement discusses Pentair compensation programs, nVent shall substantially conform its 2019 proxy statement to be filed with the SEC to Pentair’s proxy statement as last provided to nVent at a reasonable time prior to nVent’s filing; provided, further, that, to the extent Pentair’s 2018 proxy statement discusses nVent’s compensation programs, Pentair shall substantially conform its 2018 proxy statement to be filed with the SEC to nVent’s proxy statement as last provided to Pentair at a reasonable time prior to Pentair’s filing. Each Party shall notify the other Party, as soon as reasonably practicable after becoming aware thereof, of any material accounting differences between the financial statements to be included in such Party’s annual report on Form 10-K and the pro-forma financial statements included, as applicable, in the Form 10 or the Form 8-K to be filed by Pentair with the SEC on or about the time of the Distribution. If any such differences are notified by any Party, the Parties shall confer and/or meet as soon as reasonably practicable thereafter, and in any event prior to the filing of any Annual Report, to consult with each other in respect of such differences and the effects thereof on the Parties’ applicable Annual Reports. (d) Nothing in this Article VII shall require any Party to violate any agreement with any Third Party third party regarding the confidentiality of confidential and proprietary information relating to that Third Party third party or its business; provided, however, that in the event that a Party is required under this Section 7.2 7.4 to disclose any such informationInformation, such Party shall use commercially reasonable efforts to seek to obtain such Third Partythird party’s written consent to the disclosure of such informationInformation.

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. (b) Nothing in this Article VII shall require any Party to violate any agreement with any Third Party regarding the confidentiality of information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 7.2 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s written consent to the disclosure of such information.

Financial Statements and Accounting. Without limiting the provisions of Section 7.3, each Party agrees to provide the following assistance and reasonable access to its properties, records, other Information and personnel set forth in this Section 7.4, (ai) From at any time, with the Distribution consent of the other applicable Party (not to be unreasonably withheld, delayed or conditioned) for reasonable business purposes relating to financial reporting and any filing made with the SEC pursuant to the Securities Act or the Exchange Act; (ii) from the Effective Time until the completion of each Party’s audit for the fiscal year ending December 31, 20192018, in connection with the preparation and audit of each Party’s financial statements for the fiscal year ended December 31, 2018, the filing and public dissemination of such financial statements and the audit of each Party’s internal controls over financial reporting and management’s assessment thereof and management’s assessment of each Party’s disclosure controls and procedures, if required; (iii) in the event that either Party changes its independent auditors within two (2) years following the Distribution Date, then such Party may request reasonable access on the terms set forth in this Section 7.4 for a period of up to one hundred eighty (180) days from such change; and (iv) to the extent reasonably necessary to respond (and for the limited purpose of responding) to any written request or official comment from a Governmental Authority, such as in connection with responding to a comment letter from the SEC. Without limiting the foregoing, each Party agrees to as follows: (a) Each Party shall 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 Party on a timely basis to enable (i) such other Party all Information reasonably required to meet its timetable schedule for the preparation, filing, and public dissemination of its earnings releases, quarterly and annual financial statements and for management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control controls 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, includingK and, to the extent applicable to such Party, its auditor’s audit, if applicable, audit of its internal control controls 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 the Public Company Accounting Oversight Board’s rules and auditing standards thereunder thereunder, if required (such assessments and (iii) such other Party audit being referred to respond to any written request or official comment from a Governmental Entity, including in connection with responding to a comment letter from as the Commission; provided, that in connection with this clause (iii“Internal Control Audit and Management Assessments”). Without limiting the generality of the foregoing, each Party shall provide all required financial and other Information with respect to itself and its Subsidiaries to its auditors in a sufficient and reasonable access on time and in sufficient detail to permit its auditors to take all steps and perform all reviews necessary to provide sufficient assistance, if requested, to each other Party’s auditors with respect to Information to be included or contained in such other Party’s annual financial statements and to permit such other Party’s auditors and management to complete the terms set forth in this Section 7.2 Internal Control Audit and Management Assessments, for a period of three (3) years following the Distribution Date. For the avoidance of doubtfiscal year ended December 31, this Section 7.2(a) shall not limit in any manner the obligations of the Parties under any Ancillary Agreement2018. (b) Except to the extent otherwise contemplated by the Ancillary Agreements, each Party shall authorize its respective auditors to make reasonably available to the other Party’s auditors (the “Other Party’s Auditors”) both the personnel who performed or are performing the annual audits of such audited Party (each Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party (subject to the execution of any reasonable and customary access letters that such Audited Party’s auditors may require in connection with the review of such work papers by such Other Party’s Auditors), in all cases within a reasonable time prior to such Audited Party’s auditors’ opinion date, so that the Other Party’s Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make reasonably available to the Other Parties and to such Other Party’s Auditors and management its personnel and Records and other Information in a reasonable time prior to the Other Party’s Auditors’ opinion date and other Party’s management’s assessment date so that the Other Party’s Auditors and other Party’s management are able to perform the procedures they reasonably consider necessary to conduct the Internal Control Audit and Management Assessments for the fiscal year ended December 31, 2018. (i) Each Party shall deliver to the other Party a reasonably complete draft of the first annual report on Form 10-K to be filed with the SEC (or otherwise) that includes its respective financial statements (in the form expected to be covered by the audit report of such Party’s independent auditors) for the year ended December 31, 2018, on or prior to February 4, 2019, (ii) Pentair shall deliver to nVent a reasonably complete draft of the first proxy materials to be filed with the SEC after the Effective Date on or prior to February 4, 2019 and (iii) nVent shall deliver to Pentair a reasonably complete draft of the first proxy materials to be filed after the Effective Date (such annual reports and proxy materials, collectively, the “Annual Reports”), on or prior to February 4, 2019; provided, however, that each Party may continue to revise its respective Annual Reports prior to the filing thereof, which changes shall be delivered to the other Party as soon as reasonably practicable; provided, further, that, to the extent nVent’s 2019 proxy statement discusses Pentair compensation programs, nVent shall substantially conform its 2019 proxy statement to be filed with the SEC to Pentair’s proxy statement as last provided to nVent at a reasonable time prior to nVent’s filing; provided, further, that, to the extent Pentair’s 2018 proxy statement discusses nVent’s compensation programs, Pentair shall substantially conform its 2018 proxy statement to be filed with the SEC to nVent’s proxy statement as last provided to Pentair at a reasonable time prior to Pentair’s filing. Each Party shall notify the other Party, as soon as reasonably practicable after becoming aware thereof, of any material accounting differences between the financial statements to be included in such Party’s annual report on Form 10-K and the pro-forma financial statements included, as applicable, in the Form 10 or the Form 8-K to be filed by Pentair with the SEC on or about the time of the Distribution. If any such differences are notified by any Party, the Parties shall confer and/or meet as soon as reasonably practicable thereafter, and in any event prior to the filing of any Annual Report, to consult with each other in respect of such differences and the effects thereof on the Parties’ applicable Annual Reports. (d) Nothing in this Article VII shall require any Party to violate any agreement with any Third Party third party regarding the confidentiality of confidential and proprietary information relating to that Third Party third party or its business; provided, however, that in the event that a Party is required under this Section 7.2 7.4 to disclose any such informationInformation, such Party shall use commercially reasonable efforts to seek to obtain such Third Partythird party’s written consent to the disclosure of such informationInformation.

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). (b) Nothing in this Article VII shall require any Party to violate any agreement with any Third Party regarding the confidentiality of information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 7.2 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s written consent to the disclosure of such information.

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. (b) Nothing in this Article VII shall require any Party to violate any agreement with any Third Party regarding the confidentiality of information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 7.2 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s written consent to the disclosure of such information.

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. (b) Nothing in this Article VII shall require any Party to violate any agreement with any Third Party regarding the confidentiality of information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 7.2 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s written consent to the disclosure of such information.

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. (b) Nothing in this Article VII shall require any Party to violate any agreement with any Third Party regarding the confidentiality of information Information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 7.2 to disclose any such informationInformation, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s written consent to the disclosure of such informationInformation.

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. (b) Nothing in this Article VII shall require any Party to violate any agreement with any Third Party regarding the confidentiality of information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 7.2 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s written consent to the disclosure of such information.