Financial Statements Cooperation. From and after the date hereof (including after the Closing Date), to the extent reasonably requested by Buyer, H&H Group and its Affiliates shall reasonably and timely cooperate with Buyer's efforts to prepare (in accordance, as applicable, with an engagement letter contemplated to be executed between Buyer and BDO USA, LLP on or about the date hereof, which shall be in substantially the same form as previously provided to H&H Group), the historical and pro forma financial statements of Newco and the Sold Subsidiaries as of and for periods prior to the Closing Date that Buyer is required to file with the United States Securities and Exchange Commission with respect to Newco, the Company and the Sold Subsidiaries after the Closing Date. Such cooperation shall include providing reasonable audit support and documentation, reasonable access to employees of H&H Group and its Affiliates and coordination with outside parties, including but not limited to legal counsel and insurance broker; provided, however, that, (a) the cooperation of H&H Group and its Affiliates shall be provided during regular business hours and shall not unreasonably interfere with the business or operations of H&H Group or its Affiliates and shall be at the sole cost and expense of Buyer (and any fees and expenses incurred in connection therewith shall not be Seller Transaction Expenses and shall be promptly reimbursed by Buyer, including in the event of termination of this Agreement by either Buyer or H&H Group as provided in Section 8.01) and (b) H&H Group and its Affiliates shall have no obligation to retain or engage any third party accountants or other outside advisors in connection with such cooperation and shall not otherwise be required to execute or deliver any certificates regarding such financial statements or make any representations, warranties or covenants or deliver any legal opinions or certificates in support thereof or in connection therewith, other than, to the extent necessary, customary insurance certificates and legal audit letters, and similar customary documentation. Without limiting the obligations of H&H Group and its Affiliates under this Section 6.07, Buyer hereby acknowledges and agrees that Buyer's obligation to consummate the transactions contemplated by this Agreement shall in no way be conditioned on, or subject to, the preparation or delivery of any such financial statements.
Financial Statements Cooperation. (a) The Sellers shall promptly deliver to Apollo, within twenty-five (25) days of the end of each month from the date hereof and until the Closing (or, in the case of StratCap, until the closing of the sale of StratCap pursuant to Section 1.5(e)), an unaudited consolidated balance sheet of each of the Acquired Companies, together with the related unaudited consolidated statement of income and changes in members’ equity for the fiscal period then ended, accompanied by a column detailing the assets, liabilities, revenue and expenses of the Excluded RCS Business and a column detailing the revenue and expenses associated with the Marketing/Event Business to be transferred to a Subject Company prior to the Closing.
(b) The Sellers shall prepare and deliver, or cause to be prepared and delivered, to Purchaser, at Apollo’s expense, each of the following (the “Required Financial Statements”):
(i) as soon as practicable after the date hereof, the audited combined balance sheet of the Business as held and conducted by the Sellers and their Subsidiaries as of December 31, 2014, and the related audited combined statements of income, cash flows and changes in members’ equity and footnotes for the twelve months ended December 31, 2014; and
(ii) no later than the Stub Financials Delivery Date, (i) an unaudited balance sheet of the Business as held and conducted by the Sellers and their Subsidiaries as of the Stub Financial Date, and the related unaudited combined statements of income, cash flows and changes in members’ equity and footnotes for the period commencing January 1, 2015 and ending on the Stub Financial Date, and (ii) an unaudited balance sheet of the Business as held and conducted by the Sellers and their Subsidiaries as of the date that is one year prior to the Stub Financial Date, and the related unaudited combined statements of income, cash flows and changes in members’ equity for the period commencing January 1, 2014 and ending on the date that is one year prior to the Stub Financial Date.
Financial Statements Cooperation. Until the 12-month anniversary of the Closing, the Sellers and the NewCos shall use their commercially reasonable efforts, at the Buyer’s sole cost and expense and as promptly as reasonably practicable upon the Buyer’s reasonable request, to cooperate with and provide support to the Buyer in the Buyer’s preparation of any audited financial statements of (or including) the Business for any periods prior to the Closing, including using its commercially reasonable efforts to cause its independent accountants to provide reasonable assistance to the Buyer; provided that the Buyer hereby acknowledges and agrees that preparation of any such audited financial statements is not a condition to Closing.
Financial Statements Cooperation. Saint-Gobain shall, and shall cause its Affiliates and Representatives to and shall direct its auditors to, provide Xxxxx Corning and its Representatives with such reasonable assistance and cooperation as Xxxxx Corning shall require (including access to the relevant information, books, records, documents and other papers of Saint-Gobain and Saint-Gobain’s Business where located ) during normal business hours without unreasonably interfering with the operations of Saint-Gobain to assist in the preparation of such financial statements concerning Saint-Gobain’s Business as may be required to be included in any filing by Xxxxx Corning under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Financial Statements Cooperation. If requested by AMH, ARC will prepare and deliver, or cause to be prepared and delivered, to AMH, at AMH’s expense, each of the following (the “Required Financial Statements”):
Financial Statements Cooperation. Carr agrees to deliver, and to cause its axxxxors, representatives and agents to deliver, to Security Capital, as soon as reasonably practicable, after December 31, 2001, such financial and other information with respect to 2001 as Security Capital may reasonably request for Security Capital to comply with its reporting obligations under applicable securities laws, including without limitation, causing its auditors to provide their written consent to the inclusion of Carr financial information in Security Capxxxx securities filings.
Financial Statements Cooperation. To the extent reasonably requested by Parent, the Company and its Affiliates shall reasonably cooperate with Parent’s efforts to prepare financial statements of the Company and its Subsidiaries as are required by Parent to satisfy any public filing requirements which will be applicable to the Company and its Subsidiaries after the Closing Date (including, if the Closing occurs after April 25, 2016, a balance sheet as of March 31, 2016); provided, however, that, (a) the cooperation of the Company and its Subsidiaries shall be provided during regular business hours and shall not unreasonably interfere with the business or operations of the Company or its Subsidiaries and shall be at the sole cost and expense of Parent (and any reasonable and documented fees and expenses incurred in connection therewith shall not be Transaction Expenses and shall be promptly reimbursed by Parent) and (b) the Company and its Subsidiaries shall have no obligation to retain or engage any third party accountants or other outside advisors in connection with such cooperation and shall not otherwise be required to execute or deliver any certificates regarding such financial statements or make any representations, warranties or covenants or deliver any legal opinions or certificates in support thereof or in connection therewith. Parent’s obligation to consummate the transactions contemplated by this Agreement shall in no way be conditioned on, or subject to, the preparation or delivery of any such financial statements.
Financial Statements Cooperation. The Sellers shall promptly deliver to Apollo, within twenty-five (25) days of the end of each month from the date hereof and until the Closing (or, in the case of StratCap, until the closing of the sale of StratCap pursuant to Section 1.5(e)), an unaudited consolidated balance sheet of each of the Acquired Companies, together with the related unaudited consolidated statement of income and changes in members’ equity for the fiscal period then ended, accompanied by a column detailing the assets, liabilities, revenue and expenses of the Excluded RCS Business and a column detailing the revenue and expenses associated with the Marketing/Event Business to be transferred to a Subject Company prior to the Closing.
Financial Statements Cooperation. The Sellers shall promptly deliver to Apollo, within twenty-five (25) days of the end of each month from the date hereof and until the Closing, an unaudited consolidated balance sheet of each of the Acquired Companies, together with the related unaudited consolidated statement of income and changes in members’ equity for the fiscal period then ended, accompanied by a column detailing the assets, liabilities, revenue and expenses of the Excluded RCS Business and a column detailing the revenue and expenses associated with the Marketing/Event Business to be transferred to a Subject Company prior to the Closing.
Financial Statements Cooperation. To the extent reasonably requested by Purchaser, the Company and its Affiliates shall reasonably cooperate with Purchaser’s efforts to prepare financial statements of the Company and its Subsidiaries as are required by Purchaser to satisfy any public filing requirements which will be applicable to the Company and its Subsidiaries after the Closing Date; provided, however, that, (a) the cooperation of the Company and its Subsidiaries shall be provided during regular business hours and shall not unreasonably interfere with the business or operations of the Company or its Subsidiaries and shall be at the sole cost and expense of Purchaser (and any fees and expenses incurred in connection therewith shall not be Transaction Expenses and shall be promptly reimbursed by Purchaser) and (b) the Company and its Subsidiaries shall have no obligation to retain or engage any third party accountants or other outside advisors in connection with such cooperation and shall not otherwise be required to execute or deliver any certificates regarding such financial statements or make any representations, warranties or covenants or deliver any legal opinions or certificates in support thereof or in connection therewith. Purchaser’s obligation to consummate the transactions contemplated by this Agreement shall in no way be conditioned on, or subject to, the preparation or delivery of any such financial statements.
