Common use of Financial Statements and Accounting Clause in Contracts

Financial Statements and Accounting. (a) Each Party agrees to provide the following assistance of access set forth in subsections (b), (c) and (d) of this Section 5.3, (i) during the three hundred and sixty-five (365) days following the Fountain Distribution Date in connection with the closing of the books and the preparation and audit of each of the Party’s (including for purposes of this Section 5.3, those of Athens NA) financial statements for the year ended September 28, 2012 or, to the extent the Fountain Distribution Date is after September 28, 2012, the financial statements for the 2013 fiscal year (and September 28, 2012, to the extent the books are not yet closed or audit not yet complete), 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 September 28, 2012 or, to the extent the Fountain Distribution Date is after September 28, 2012, made as of the end of the 2013 fiscal year (and if applicable, September 28, 2012); (ii) following such initial three hundred and sixty-five (365) day period and until December 31, 2014, with the consent of the other applicable Party (not to be unreasonably withheld or delayed) for reasonable business purposes in connection with the matters addressed in this Section 5.3; (iii) in the event that any Party changes its auditors within two (2) years of the Fountain Distribution Date, then such Party may request reasonable access on the terms set forth in this Section 5.3 for a period of up to one hundred and eighty (180) days from such change; and (iv) from time to time following the Fountain Distribution Date, 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 Commission:

Financial Statements and Accounting. (a) Each Party agrees to provide the following assistance of access set forth in subsections (ba), (cb) and (dc) of this Section 5.35.2, (i) during the three hundred and sixty-five (365) days following the Fountain ADT NA Distribution Date in connection with the closing of the books and the preparation and audit of each of the Party’s (including for purposes of this Section 5.3, those of Athens NA) financial statements for the year ended September 28, 2012 or, to the extent the Fountain ADT NA Distribution Date is after September 28, 2012, the financial statements for the 2013 fiscal year (and ended September 2827, 2012, to the extent the books are not yet closed or audit not yet complete)2013, 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 September 28, 2012 or, to the extent the Fountain ADT NA Distribution Date is after September 28, 2012, made as of the end of the 2013 fiscal year (and if applicableSeptember 27, September 28, 2012)2013; (ii) following such initial three hundred and sixty-five (365) day period and until December 31, 2014period, with the consent of the other applicable Party (not to be unreasonably withheld or delayed) for reasonable business purposes in connection with the matters addressed in this Section 5.3purposes; (iii) in the event that any Party changes its auditors within two (2) years of the Fountain ADT NA Distribution Date, then such Party may request reasonable access on the terms set forth in this Section 5.3 5.2 for a period of up to one hundred and eighty (180) days from such change; and (iv) from time to time following the Fountain ADT NA Distribution Date, 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 Commission: