Common use of Financial Statements and Accounting Clause in Contracts

Financial Statements and Accounting. Each of (x) the members of the Everest Group and (y) the members of the Athena Group agrees to provide the following reasonable assistance and, subject to Section 5.6, reasonable access to its properties, Records, other Information and personnel set forth in this Section 5.2, from the Effective Time until Everest’s or Athena’s (as applicable) Form 10-K filing deadline for the end of the first full fiscal year occurring after the Effective Time (the “Applicable Period”), (i) in connection with the preparation and review or audit of such Party’s quarterly and annual financial statements, and the filing of such financial statements and the audit of such Party’s internal controls over financial reporting and management’s assessment thereof and management’s assessment of such Party’s disclosure controls and procedures, if required, and (ii) to the extent reasonably necessary to respond (and for the limited purpose of responding) to any written request or official comment from a Governmental Body, such as in connection with responding to a comment letter from the Commission. Notwithstanding the foregoing, in the event that either such Party changes its independent auditors within one (1) year following the Distribution Date, then such Party may request reasonable access on the terms set forth in this Section 5.2 for a period of up to one hundred and eighty (180) days from such change. Without limiting the foregoing, during the Applicable Period, each Party agrees as follows: (a) Except to the extent otherwise contemplated by the Ancillary Agreements and subject to Section 5.6 and Section 5.7, (i) each of Everest and Athena shall authorize and request 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 filing of its annual financial statements with the Commission and (ii) until all governmental audits are complete, Athena will provide reasonable access during normal business hours for Everest’s internal auditors, counsel and other designated Representatives to (x) the premises of the Newco Group and all Information (and duplicating rights) within the knowledge, possession or control of the Athena and its Subsidiaries (including the Newco Group) in respect of the Newco Business and (y) the officers and employees of Athena and its Subsidiaries (including the Newco Group) in respect of the Newco Business, so that Everest may conduct reasonable audits relating to the financial statements in relation to the Newco Business. (b) Without limitation of Section 5.6, nothing in this Article V shall require any Party to violate any agreement with any third party regarding the confidentiality of confidential and proprietary Information relating to that third party or its business; provided, however, that in the event that a Party is required under this Section 5.2 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. (c) The Parties acknowledge that Information provided under this Section 5.2 may constitute material, non-public information, and trading in the securities of a Party (or the securities of its affiliates, subsidiaries or partners) while in possession of such material, non-public material information may constitute a violation of the U.S. federal securities laws.

Financial Statements and Accounting. Each of (xa) the members of the Everest Group and (y) the members of the Athena Group agrees to provide the following reasonable assistance and, subject to Section 5.6, reasonable access to its properties, Records, other Information and personnel set forth in this Section 5.2, from the Effective Time until Everest’s or Athena’s (as applicable) Form 10-K filing deadline for Until the end of the first full fiscal year occurring after the Effective Time Distribution Date (and for a reasonable period of time afterwards as required by Law for Viamet to prepare consolidated financial statements or complete a financial statement audit for any period during which the “Applicable Period”financial results of the SpinCo Group were consolidated with those of Viamet), (i) in connection with the preparation and review or audit SpinCo shall use its reasonable best efforts to enable Viamet to meet its timetable for dissemination of such Party’s quarterly and annual financial statements, and the filing of such its financial statements and the to enable Viamet’s auditors to timely complete their annual audit and quarterly reviews of financial statements. As part of such Party’s internal controls over financial reporting and management’s assessment thereof and management’s assessment of such Party’s disclosure controls and proceduresefforts, if required, and (ii) to the extent reasonably necessary to respond (and for the limited purpose preparation of responding) to any written request financial statements or official comment from a Governmental Body, such as in connection with responding to a comment letter from the Commission. Notwithstanding the foregoing, in the event that either such Party changes its independent auditors within one (1) year following the Distribution Date, then such Party may request reasonable access on the terms set forth in this Section 5.2 for a period completing an audit or review of up to one hundred and eighty (180) days from such change. Without limiting the foregoing, during the Applicable Period, each Party agrees as follows: (a) Except to the extent otherwise contemplated by the Ancillary Agreements and subject to Section 5.6 and Section 5.7financial statements or an audit of internal control over financial reporting, (i) each of Everest and Athena SpinCo shall authorize and request direct its respective auditors to make reasonably available to the other PartyViamet’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 auditauditors, 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 Partythe date of Viamet’s auditors’ opinion dateor review report, so that both (x) the Other Partypersonnel who performed or will perform the annual audits and quarterly reviews of SpinCo and (y) work papers related to such annual audits and quarterly reviews, to enable Viamet’s Auditors are able auditors to perform the any procedures they consider reasonably consider necessary to take responsibility for the work of the Audited PartySpinCo’s auditors as it relates to their Viamet’s auditors’ opinion or report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the filing of its annual financial statements with the Commission and (ii) until all governmental such audits are complete, Athena will SpinCo shall provide reasonable access during normal business hours for EverestViamet’s internal auditors, counsel and other designated Representatives representatives to (x) the premises of the Newco Group SpinCo and its Subsidiaries and all Information (and duplicating rights) within the knowledge, possession or control of the Athena SpinCo and its Subsidiaries (including the Newco Group) in respect of the Newco Business and (y) the officers and employees of Athena SpinCo and its Subsidiaries (including the Newco Group) in respect of the Newco BusinessSubsidiaries, so that Everest Viamet may conduct reasonable audits relating to the financial statements in relation to the Newco Business. (b) Without limitation of Section 5.6, nothing in this Article V shall require any Party to violate any agreement with any third party regarding the confidentiality of confidential provided by SpinCo and proprietary Information relating to that third party or its businessSubsidiaries; provided, however, that in such access shall not be unreasonably disruptive to the event that a Party is required under business and affairs of the SpinCo Group. Notwithstanding the foregoing, this Section 5.2 5.6(a) shall not require either Party to disclose provide the other Party with 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 Restricted Information. (cb) The Parties acknowledge Until the end of the first full fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards or as required by Law), Viamet shall use its reasonable best efforts to enable SpinCo to meet its timetable for dissemination of its financial statements and to enable SpinCo’s auditors to timely complete their annual audit of financial statements. As part of such efforts, to the extent reasonably necessary for the preparation of financial statements or completing an audit or review of financial statements or an audit of internal control over financial reporting, (i) Viamet shall authorize and direct its auditors to make available to SpinCo’s auditors, within a reasonable time prior to the date of SpinCo’s auditors’ opinion or review report, both (x) the personnel who performed or will perform the annual audits and quarterly reviews of Viamet and (y) work papers related to such annual audits and quarterly reviews, to enable SpinCo’s auditors to perform any procedures they consider reasonably necessary to take responsibility for the work of Viamet’s auditors as it relates to SpinCo’s auditors’ opinion or report and (ii) until all such audits are complete, Viamet shall provide reasonable access during normal business hours for SpinCo’s internal auditors, counsel and other designated representatives to (x) the premises of Viamet and its Subsidiaries and all Information (and duplicating rights) within the knowledge, possession or control of Viamet and its Subsidiaries and (y) the officers and employees of Viamet and its Subsidiaries, so that Information SpinCo may conduct reasonable audits relating to the financial statements provided under by Viamet and its Subsidiaries; provided, however, that such access shall not be unreasonably disruptive to the business and affairs of the Viamet Group. Notwithstanding the foregoing, this Section 5.2 may constitute material, non-public information, and trading in 5.6(b) shall not require either Party to provide the securities of a other Party (or the securities of its affiliates, subsidiaries or partners) while in possession of such material, non-public material information may constitute a violation of the U.S. federal securities lawswith any Restricted Information.

Financial Statements and Accounting. Each of (x) the members of the Everest Remainco Group and (y) the members of the Athena RMT Partner Group agrees to provide the following reasonable assistance and, subject to Section 5.6, reasonable access to its properties, Records, other Information and personnel set forth in this Section 5.2, from the Effective Time until Everest’s or Athena’s (as applicable) Form 10-K filing deadline for the end fourth anniversary of the first full fiscal year occurring after the Effective Time (the “Applicable Period”), ) (i) in connection with the preparation and review or audit of such Party’s quarterly and annual financial statements, and the timely filing of such financial statements and the audit of such Party’s internal controls over financial reporting and management’s assessment thereof and management’s assessment of such Party’s disclosure controls and procedures, if required, and (ii) to the extent reasonably necessary to respond (and for the limited purpose of responding) to any written request or official comment from a Governmental Body, such as in connection with responding to a comment letter from the Commission. Notwithstanding the foregoing, in the event that either such Party changes its independent auditors within one (1) year following the Distribution Date, then such Party may request reasonable access on the terms set forth in this Section 5.2 for a period of up to one hundred and eighty (180) days from such change. Without limiting the foregoing, during the Applicable Period, each Party agrees as follows: (a) Except to the extent otherwise contemplated by the Ancillary Agreements and subject to Section 5.6 and Section 5.7, (i) each of Everest Remainco and Athena RMT Partner shall authorize and request 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 filing of its annual financial statements with the Commission and (ii) until all governmental audits relating to the Spinco Business are complete, Athena RMT Partner and Remainco will provide reasonable access during normal business hours for Everestthe other Group’s internal auditors, counsel and other designated Representatives for matters relating to such audits, including, in the case of RMT Partner, to (x) the premises of the Newco Spinco Group and all Information (and duplicating rights) within the knowledge, possession or control of the Athena RMT Partner and its Subsidiaries (including the Newco Spinco Group) in respect of the Newco Spinco Business and (y) the officers and employees of Athena RMT Partner and its Subsidiaries (including the Newco Spinco Group) in respect of the Newco Spinco Business, so that Everest Remainco may conduct reasonable audits relating to the financial statements in relation to the Newco Spinco Business. (b) Without limitation of Section 5.6, nothing in this Article V shall require any Party to violate any agreement with any third party regarding the confidentiality of confidential and proprietary Information relating to that third party or its business; provided, however, that in the event that a Party is required under this Section 5.2 to disclose any such Information, such Party shall use commercially reasonable best efforts to seek to obtain such third party’s written consent to the disclosure of such Information. (c) The Parties acknowledge that Information provided under this Section 5.2 may constitute material, non-public informationInformation, and trading in the securities of a Party (or the securities of its affiliatesAffiliates, subsidiaries Subsidiaries or partners) while in possession of such material, non-public material information Information may constitute a violation of the U.S. federal securities laws.

Financial Statements and Accounting. Each (a) The members of (x) the Remainco Group and the members of the Everest Buyer Group and (y) the members of the Athena Group agrees to shall provide the following reasonable assistance and, subject to Section 5.64.6, reasonable access to its properties, Recordsrecords, other Information and personnel set forth in this Section 5.24.2, from the Effective Time Closing until Everest’s or Athena’s the fourth (as applicable4th) Form 10-K filing deadline for the end anniversary of the first full fiscal year occurring after the Effective Time Closing Date (the “Applicable Period”), ) (i) in connection with the preparation and review or audit of such Party’s quarterly and annual financial statements, and the timely filing of such financial statements and the audit of such Party’s internal controls over financial reporting and management’s assessment thereof and management’s assessment of such Party’s disclosure controls and procedures, if required, and (ii) to the extent reasonably necessary to respond (and for the limited purpose of responding) to any written request or official comment from a Governmental BodyAuthority, such as in connection with responding to a comment letter from the Commission. Notwithstanding the foregoing, in the event that either such Party changes its independent auditors within one (1) year following the Distribution Date, then such Party may request reasonable access on the terms set forth in this Section 5.2 for a period of up to one hundred and eighty (180) days from such changeSEC. Without limiting the foregoing, during the Applicable Period, each Party agrees as follows: (ab) Except to the extent otherwise contemplated by the Ancillary Agreements Transaction Documents and subject to Section 5.6 4.6 and Section 5.74.7, (i) each of Everest Remainco and Athena Buyer shall authorize and request its their 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 and, if applicable, within sufficient time to enable such other Party to meet its timetable for the filing of its annual financial statements with the Commission SEC and (ii) until all governmental audits are complete, Athena will the members of the Buyer Group and the members of the Remainco Group shall provide reasonable access during normal business hours for Everestthe other Group’s internal auditors, counsel and other designated Representatives for matters relating to such audits, including to (xA) the premises of the Newco members of the Buyer Group or the members of the Remainco Group, as applicable, and all Information (and duplicating rights) within the knowledge, possession or control of the Athena and its Subsidiaries (including the Newco Group) in respect a member of the Newco Buyer Group or a member of the Remainco Group, as applicable, with respect to the Spinco Business and (yB) the officers and employees of Athena and its Subsidiaries (including the Newco Group) in respect members of the Newco Buyer Group or the members of the Remainco Group, as applicable, with respect to the Spinco Business, so that Everest Buyer and Remainco may conduct reasonable audits relating to the financial statements in relation to the Newco Spinco Business. (bc) Without limitation of Section 5.64.6, nothing in this Article V IV 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, business; provided that in the event that a Party is required under this Section 5.2 4.2 to disclose any such Information, such Party shall use commercially reasonable best efforts to seek to obtain such third partyThird Party’s written consent to the disclosure of such Information. (cd) The Parties acknowledge Each Party acknowledges that Information provided under this Section 5.2 4.2 may constitute material, non-public informationInformation, and trading in the securities of a Party (or the securities of its affiliatesAffiliates, subsidiaries the members of its Group or partners) while in possession of such material, non-public material information Information may constitute a violation of the U.S. federal securities lawsLaws.

Financial Statements and Accounting. Each of (x) the members of the Everest Remainco Group and (y) the members of the Athena RMT Partner Group agrees to provide the following reasonable assistance and, subject to Section 5.6, reasonable access to its properties, Records, other Information and personnel set forth in this Section 5.2, from the Effective Time until Everest’s or Athena’s (as applicable) Form 10-K filing deadline for the end fourth anniversary of the first full fiscal year occurring after the Effective Time (the “Applicable Period”), ) (i) in connection with the preparation and review or audit of such Party’s quarterly and annual financial statements, and the timely filing of such financial statements and the audit of such Party’s internal controls over financial reporting and management’s assessment thereof and management’s assessment of such Party’s disclosure controls and procedures, if required, and (ii) to the extent reasonably necessary to respond (and for the limited purpose of responding) to any written request or official comment from a Governmental Body, such as in connection with responding to a comment letter from the Commission. Notwithstanding the foregoing, in the event that either such Party changes its independent auditors within one (1) year following the Distribution Date, then such Party may request reasonable access on the terms set forth in this Section 5.2 for a period of up to one hundred and eighty (180) days from such change. Without limiting the foregoing, during the Applicable Period, each Party agrees as follows: (a) Except to the extent otherwise contemplated by the Ancillary Agreements and subject to Section 5.6 and Section 5.7, (i) each of Everest Remainco and Athena RMT Partner shall authorize and request 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 filing of its annual financial statements with the Commission and (ii) until all governmental audits relating to the Spinco Business are complete, Athena RMT Partner and Remainco will provide reasonable access during normal business hours for Everestthe other Group’s internal auditors, counsel and other designated Representatives for matters relating to such audits, including, in the case of RMT Partner, to (x) the premises of the Newco Spinco Group and all Information (and duplicating rights) within the knowledge, possession or control of the Athena RMT Partner and its Subsidiaries (including the Newco Spinco Group) in respect of the Newco Spinco Business and (y) the officers and employees of Athena RMT Partner and its Subsidiaries (including the Newco Spinco Group) in respect of the Newco Spinco Business, so that Everest Remainco may conduct reasonable audits relating to the financial statements in relation to the Newco Spinco Business. (b) Without limitation of Section 5.6, nothing in this Article V shall require any Party to violate any agreement with any third party regarding the confidentiality of confidential and proprietary Information relating to that third party or its business; business; provided, however, that in the event that a Party is required under this Section 5.2 to disclose any such Information, such Party shall use commercially reasonable best efforts to seek to obtain such third party’s written consent to the disclosure of such Information. (c) The Parties acknowledge that Information provided under this Section 5.2 may constitute material, non-public informationInformation, and trading in the securities of a Party (or the securities of its affiliatesAffiliates, subsidiaries Subsidiaries or partners) while in possession of such material, non-public material information Information may constitute a violation of the U.S. federal securities laws.