Common use of Financial Statements and Accounting Clause in Contracts

Financial Statements and Accounting. (a) Until the end of the first full fiscal year occurring after the 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 financial results of the SpinCo Group were consolidated with those of Viamet), SpinCo shall use its reasonable best efforts to enable Viamet to meet its timetable for dissemination of its financial statements and to enable Viamet’s auditors to timely complete their annual audit and quarterly reviews 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) SpinCo shall authorize and direct its auditors to make available to Viamet’s auditors, within a reasonable time prior to the date of Viamet’s auditors’ opinion or review report, both (x) the personnel 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 to perform any procedures they consider reasonably necessary to take responsibility for the work of SpinCo’s auditors as it relates to Viamet’s auditors’ opinion or report and (ii) until all such audits are complete, SpinCo shall provide reasonable access during normal business hours for Viamet’s internal auditors, counsel and other designated representatives to (x) the premises of SpinCo and its Subsidiaries and all Information (and duplicating rights) within the knowledge, possession or control of SpinCo and its Subsidiaries and (y) the officers and employees of SpinCo and its Subsidiaries, so that Viamet may conduct reasonable audits relating to the financial statements provided by SpinCo and its Subsidiaries; provided, however, that such access shall not be unreasonably disruptive to the business and affairs of the SpinCo Group. Notwithstanding the foregoing, this Section 5.6(a) shall not require either Party to provide the other Party with any Restricted Information.

Financial Statements and Accounting. (a) Until the end The members of the first full fiscal year occurring after Remainco Group and the Distribution members of the Merger Partner Group shall provide the following reasonable assistance and, subject to Section 4.6, reasonable access to its properties, records, other Information and personnel set forth in this Section 4.2, from the Merger Effective Time until the fourth (4th) anniversary of the Closing Date (the “Applicable Period”) (i) in connection with the preparation and for a reasonable period review or audit of time afterwards as required by Law for Viamet to prepare consolidated such Party’s quarterly and annual financial statements or complete a financial statement audit for any period during which statements, and the financial results timely filing of the SpinCo Group were consolidated with those of Viamet), SpinCo shall use its reasonable best efforts to enable Viamet to meet its timetable for dissemination of its such financial statements and to enable Viamet’s auditors to timely complete their annual the audit and quarterly reviews of financial statements. As part of such effortsParty’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 preparation limited purpose of financial statements responding) to any written request or completing an audit or review of financial statements or an audit of internal control over financial reportingofficial comment from a Governmental Authority, such as in connection with responding to a comment letter from the SEC. Without limiting the foregoing, during the Applicable Period, each Party agrees as follows: (b) Except to the extent otherwise contemplated by the Transaction Documents and subject to Section 4.6 and Section 4.7, (i) SpinCo Remainco and Xxxxxx Partner shall authorize and direct its request their respective auditors to make reasonably available to Viametthe other Party’s auditorsauditors (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 the date of Viametsuch Audited Party’s auditors’ opinion or review reportdate, both (x) so that the personnel who performed or will Other Party’s Auditors are able to 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 to perform any procedures they reasonably consider reasonably necessary to take responsibility for the work of SpinCothe Audited Party’s auditors as it relates to Viamet’s their 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 SEC and (ii) until all such governmental audits are complete, SpinCo the members of the Merger Partner Group and the members of the Remainco Group shall provide reasonable access during normal business hours for Viametthe other Group’s internal auditors, counsel and other designated representatives Representatives for matters relating to such audits, including to (xA) the premises of SpinCo and its Subsidiaries the members of the Merger Partner Group, the members of the Spinco Group or the members of the Remainco Group, as applicable, and all Information (and duplicating rights) within the knowledge, possession or control of SpinCo and its Subsidiaries a member of the Merger Partner Group or a member of the Remainco Group, as applicable, with respect to the Spinco Business and (yB) the officers and employees of SpinCo and its Subsidiariesthe members of the Merger Partner Group or the members of the Remainco Group, as applicable, with respect to the Spinco Business, so that Viamet Merger Partner and Remainco may conduct reasonable audits relating to the financial statements provided by SpinCo and its Subsidiaries; provided, however, that such access shall not be unreasonably disruptive in relation to the business Spinco Business. (c) Without limitation of Section 4.6, nothing in this Article IV shall require any Party to violate any agreement with any Third Party regarding the confidentiality of confidential and affairs of proprietary Information relating to that Third Party or its business; provided that in the SpinCo Group. Notwithstanding the foregoing, event that a Party is required under this Section 5.6(a) shall not require either Party 4.2 to provide the other Party with disclose any Restricted such Information., such

Financial Statements and Accounting. (a) Until the end The members of the first full fiscal year occurring after Remainco Group and the Distribution members of the Merger Partner Group shall provide the following reasonable assistance and, subject to Section 4.6, reasonable access to its properties, records, other Information and personnel set forth in this Section 4.2, from the Merger Effective Time until the fourth (4th) anniversary of the Closing Date (the “Applicable Period”) (i) in connection with the preparation and for a reasonable period review or audit of time afterwards as required by Law for Viamet to prepare consolidated such Party’s quarterly and annual financial statements or complete a financial statement audit for any period during which statements, and the financial results timely filing of the SpinCo Group were consolidated with those of Viamet), SpinCo shall use its reasonable best efforts to enable Viamet to meet its timetable for dissemination of its such financial statements and to enable Viamet’s auditors to timely complete their annual the audit and quarterly reviews of financial statements. As part of such effortsParty’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 preparation limited purpose of financial statements responding) to any written request or completing an audit or review of financial statements or an audit of internal control over financial reportingofficial comment from a Governmental Authority, such as in connection with responding to a comment letter from the SEC. Without limiting the foregoing, during the Applicable Period, each Party agrees as follows: (b) Except to the extent otherwise contemplated by the Transaction Documents and subject to Section 4.6 and Section 4.7, (i) SpinCo Remainco and Xxxxxx Partner shall authorize and direct its request their respective auditors to make reasonably available to Viametthe other Party’s auditorsauditors (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 the date of Viametsuch Audited Party’s auditors’ opinion or review reportdate, both (x) so that the personnel who performed or will Other Party’s Auditors are able to 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 to perform any procedures they reasonably consider reasonably necessary to take responsibility for the work of SpinCothe Audited Party’s auditors as it relates to Viamet’s their 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 SEC and (ii) until all such governmental audits are complete, SpinCo the members of the Merger Partner Group and the members of the Remainco Group shall provide reasonable access during normal business hours for Viametthe other Group’s internal auditors, counsel and other designated representatives Representatives for matters relating to such audits, including to (xA) the premises of SpinCo and its Subsidiaries the members of the Merger Partner Group, the members of the Spinco Group or the members of the Remainco Group, as applicable, and all Information (and duplicating rights) within the knowledge, possession or control of SpinCo and its Subsidiaries a member of the Merger Partner Group or a member of the Remainco Group, as applicable, with respect to the Spinco Business and (yB) the officers and employees of SpinCo and its Subsidiariesthe members of the Merger Partner Group or the members of the Remainco Group, as applicable, with respect to the Spinco Business, so that Viamet Merger Partner and Remainco may conduct reasonable audits relating to the financial statements provided by SpinCo and its Subsidiaries; provided, however, that such access shall not be unreasonably disruptive in relation to the business Spinco Business. (c) Without limitation of Section 4.6, nothing in this Article IV shall require any Party to violate any agreement with any Third Party regarding the confidentiality of confidential and affairs of proprietary Information relating to that Third Party or its business; provided that in the SpinCo Group. Notwithstanding the foregoing, event that a Party is required under this Section 5.6(a) shall not require either Party 4.2 to provide the other Party with disclose any Restricted such Information., such