Common use of Financial Statements and Accounting Clause in Contracts

Financial Statements and Accounting. Each Party agrees to provide the following assistance and access set forth in subsections (a), (b) and (c) of this Section 5.1, (i) during the one (1) year period following the Relevant Time in connection with the preparation and audit of each of the Party’s financial statements for the year ended December 31, 2021, the preparation and review of each Party’s interim financial statements beginning with the nine (9) months ended September 30, 2021 the printing, filing and public dissemination of such financial statements, the audit of each Party’s internal control over financial reporting and management’s assessment thereof and management’s assessment of each Party’s disclosure controls and procedures, if required, in each case made as of December 31, 2021; (ii) following such initial one (1) year period, with the consent of the other Party (with such consent not to be unreasonably withheld, delayed or conditioned) for reasonable business purposes; (iii) in the event that any Party changes its auditors within two (2) years after the Relevant Time, then such Party may request reasonable access on the terms set forth in this Section 5.1 for a period of up to one hundred eighty (180) days from the date of such change; and (iv) from time to time following the Relevant Time, to the extent reasonably necessary to respond (and for the limited purpose of responding) to any written request or official comment from a Governmental Entity, such as in connection with responding to a comment letter from the SEC:

Appears in 5 contracts

Samples: Distribution Agreement (Vector Group LTD), Distribution Agreement (Douglas Elliman Inc.), Distribution Agreement (Douglas Elliman Inc.)

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Financial Statements and Accounting. Each Party agrees to provide the following assistance and access set forth in subsections (a), (b) and (c) of this Section 5.15.3, (i) during the one (1) year period following the applicable Relevant Time in connection with the preparation and audit of each of the Party’s financial statements for the year ended December 31, 20212016, the preparation and review of each of the Party’s interim financial statements beginning with the [nine (9) months ended September 30, 2021 2016] the printing, filing and public dissemination of such financial statements, the audit of each Party’s internal control over financial reporting and management’s assessment thereof and management’s assessment of each Party’s disclosure controls and procedures, if required, in each case made as of December 31, 20212016; (ii) following such initial one (1) year period, with the consent of the other applicable Party (with such consent not to be unreasonably withheld, delayed or conditioned) for reasonable business purposes; (iii) in the event that any Party changes its auditors within two (2) years after of the applicable Relevant Time, then such Party may request reasonable access on the terms set forth in this Section 5.1 5.3 for a period of up to one hundred eighty (180) days from the date of such change; and (iv) from time to time following the applicable Relevant Time, to the extent reasonably necessary to respond (and for the limited purpose of responding) to any written request or official comment from a Governmental Entity, such as in connection with responding to a comment letter from the SEC:

Appears in 4 contracts

Samples: Separation and Distribution Agreement (Donnelley Financial Solutions, Inc.), Separation and Distribution Agreement (LSC Communications, Inc.), Separation and Distribution Agreement (LSC Communications, Inc.)

Financial Statements and Accounting. Each Party agrees to provide the following assistance and reasonable access to its properties, Records, other Information and personnel set forth in subsections (a), (b) and (c) of this Section 5.18.2, (i) during at any time, with the one consent of the other applicable Party (1not to be unreasonably withheld or delayed) for reasonable business purposes relating to financial reporting and other regulatory obligations (including disclosure obligations) or other obligations to Governmental Entities; (ii) from the Effective Time until the later of (a) March 31, 2019 and (b) completion of each Party’s audit for the fiscal year period following the Relevant Time ending December 31, 2016, in connection with the preparation and audit of each of the Party’s financial statements for the year fiscal years ended December 31, 2021, the preparation 2016 and review of each Party’s interim 2017 (including financial statements beginning with the nine (9) months ended September 30for any interim periods), 2021 the printing, filing and public dissemination of such financial statements, statements and the audit of each Party’s internal control controls over financial reporting and management’s assessment thereof and management’s assessment of each Party’s disclosure controls and procedures, if required, in each case made as of December 31, 2021; (ii) following such initial one (1) year period, with the consent of the other Party (with such consent not to be unreasonably withheld, delayed or conditioned) for reasonable business purposes; (iii) in the event that any Party changes its independent auditors within two three (23) years after following the Relevant TimeDistribution Date, then such Party may request reasonable access on the terms set forth in this Section 5.1 8.2 for a period of up to one hundred and eighty (180) days from the date of such change; and (iv) from time to time following the Relevant Time, to the extent reasonably necessary to respond (and for the limited purpose of responding) to any written request or official comment from a Governmental Entity, such as in connection with responding to a comment letter from the SECCommission. Without limiting the foregoing, each Party agrees as follows:

Appears in 2 contracts

Samples: Distribution Agreement (Park Hotels & Resorts Inc.), Distribution Agreement (Hilton Grand Vacations Inc.)

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Financial Statements and Accounting. Each Party agrees to provide the following assistance and access set forth in subsections (a), (b) and (c) of this Section 5.15.3, (i) during the one (1) year period following the applicable Relevant Time in connection with the preparation and audit of each of the Party’s financial statements for the year ended December 31, 20212016, the preparation and review of each of the Party’s interim financial statements beginning with the nine (9) months ended September 30, 2021 2016 the printing, filing and public dissemination of such financial statements, the audit of each Party’s internal control over financial reporting and management’s assessment thereof and management’s assessment of each Party’s disclosure controls and procedures, if required, in each case made as of December 31, 20212016; (ii) following such initial one (1) year period, with the consent of the other applicable Party (with such consent not to be unreasonably withheld, delayed or conditioned) for reasonable business purposes; (iii) in the event that any Party changes its auditors within two (2) years after of the applicable Relevant Time, then such Party may request reasonable access on the terms set forth in this Section 5.1 5.3 for a period of up to one hundred eighty (180) days from the date of such change; and (iv) from time to time following the applicable Relevant Time, to the extent reasonably necessary to respond (and for the limited purpose of responding) to any written request or official comment from a Governmental Entity, such as in connection with responding to a comment letter from the SEC:

Appears in 1 contract

Samples: Separation and Distribution Agreement (Donnelley Financial Solutions, Inc.)

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