Common use of Financial Statements Cooperation Clause in Contracts

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. From (a) Subject to subsection (b) below, upon Landlord’s written request, Tenant shall promptly furnish Landlord, from time to time, with Tenant’s financial statements reflecting Tenant’s current financial condition. Landlord shall use all of its reasonable efforts to maintain the confidentiality of such statements, provided same may be disclosed to Landlord’s agents, attorneys and after accountants and to Landlord’s owners, prospective owners, lenders and prospective lenders, but Landlord shall advise each recipient of such obligation regarding the date hereof confidentially of such statements. (including after b) Notwithstanding subsection (a) above, if Tenant and Landlord are no longer under common control, Tenant shall only be obligated to provide financial information to Landlord upon thirty days following written request from Landlord that is reasonably necessary to facilitate the Closing Date)financing of all or substantially all of the Building or the sale of the Building, subject to receipt by Tenant of a commercially reasonable confidentiality agreement. (c) At any time that Tenant or its affiliate is a direct or indirect equity holder in Landlord, Tenant shall cooperate with Landlord in connection with any financing, refinancing or sale of the Building and shall provide such commercially reasonable information relating to Tenant as may be requested by any mortgagee, proposed mortgagee or purchaser. Without limiting the foregoing, Tenant shall provide to any lender to which Landlord may apply for financing (i) an estoppel certificate and nondisturbance, subordination and attornment agreement in such form as such lender may require, and (ii) such financial statements and information as such lender may require, and any failure to timely provide such documentation and/or information shall be an Event of Default hereunder. (d) 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 Tenant has been 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 applicable documents, Tenant shall not cause a default under any document evidencing or securing any loan made to NewcoLandlord, 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 Tenant does not unreasonably interfere have to comply with anything in such loan documents which directly conflicts 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 express provisions 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 statementsLease.

Financial Statements Cooperation. From (a) Upon Xxxxxxxx’s written request in connection with any financing, refinancing or sale of the Development, Tenant shall promptly (and in any event within twenty (20) days after written request has been sent by Landlord) furnish Landlord the date hereof Tenant’s most recent financial statements reflecting Xxxxxx’s financial condition, which financial statements shall be in the same or similar form and contain the same information provided to Landlord in connection with and prior to the execution of this Lease. At any time that Xxxxxx’s affiliate is a direct or indirect equity holder in Landlord, with respect to the financial statements provided to Landlord, only the Board Representatives of Landlord shall be entitled to review such financial statements on behalf of Landlord. (including after b) At any time that Tenant or its affiliate is a direct or indirect equity holder in Landlord, Tenant shall cooperate with Landlord in connection with any financing, refinancing or sale of the Closing Date)Development and shall provide such commercially reasonable information relating to Tenant as may be requested by any mortgagee, proposed mortgagee or purchaser. Without limiting the foregoing, Tenant shall provide to any lender to which Landlord may apply for financing (i) an estoppel certificate and nondisturbance, subordination and attornment agreement in such form as such lender may require, and (ii) such financial statements and information as such lender may require, and any failure to timely provide such documentation and/or information shall be an Event of Default hereunder. (c) Except to the extent reasonably requested by Buyerpublicly available, H&H Group such financial statements are confidential 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 maintained in substantially the same form as previously provided to H&H Group)strict confidence by Landlord and all parties receiving such statements, the historical and pro forma Xxxxxxxx will not disclose such financial statements or any aspect thereof (including disclosures to minority owners of Newco Landlord and the Sold Subsidiaries as non-controlling owners of Landlord) except (i) to Landlord’s lender, prospective lender, prospective purchaser, or a prospective purchaser’s lender, (ii) in litigation between Landlord and for periods prior Tenant, (iii) if required by court order or subpoena, or (iv) if otherwise become generally available to the Closing Date public. As a condition to receipt of the statements, Tenant may require that Buyer is required the Landlord and other parties to file receive the statements first execute a commercially reasonable confidentiality statement. (d) To the extent Tenant has been provided with the United States Securities and Exchange Commission with respect applicable documents, Tenant shall not cause a default under any document evidencing or securing any loan made to NewcoLandlord, 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 Tenant does not unreasonably interfere have to comply with anything in such loan documents which directly conflicts 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 express provisions 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 statementsLease.

Financial Statements Cooperation. (a) From and after the date hereof (including after until the Closing Date)Date or the earlier valid termination of this Agreement, the Company shall, at Buyer’s sole cost and expense, use commercially reasonable efforts to (i) prepare the Requested Financial Statements, (ii) cause the independent public accounting firm that prepared the Year-End Financial Statements (the “Auditor”) to audit the Requested Financial Statements, (iii) provide information (financial or otherwise) relating to itself and its Subsidiaries 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 required under Rule 3-05 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 Regulation S-X with respect to Newcosignificant acquisitions in connection with, or related to, offerings conducted relying on the Guarantor’s Registration Statement on Form F-3 and any related prospectus supplement or other filing or submission with the SEC and Canadian securities regulatory authorities (collectively, the “Registration Statement”), (iv) cause the Auditor to consent to the inclusion or incorporation of their audit reports and opinions with respect to the Requested Financial Statements in the Registration Statement and (v) cooperate and make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, including representatives and advisors of the Company and the Sold Subsidiaries after Auditor, and documents and information, in each case, as may be reasonably requested by Bxxxx and its representatives and advisors in connection with offerings conducted relying on the Registration Statement. (b) Nothing in this Section 7.12 shall require the Company or any of its Affiliates to provide any cooperation or assistance to the extent it would unreasonably interfere with the operation of the Company’s and its Subsidiaries’ business. Buyer will promptly, upon request by the Company, reimburse the Company (including as a deemed increase to Closing Date. Such cooperation shall include providing Cash) for all reasonable audit support out-of-pocket fees, costs and documentation, reasonable access to employees expenses (including fees and expenses of H&H Group the Auditor) incurred by the Company 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 advisors under 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 this Section 7.12. Any failure of the Company to perform under or comply with this Section 7.12 shall not otherwise be required disregarded for purposes of determining the satisfaction of the condition to execute Closing under Section 10.02. In no event shall the actual receipt of the Requested Financial Statements 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, matter relating 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 Requested Financial Statements be conditioned ona condition to, or subject tootherwise delay, the preparation or delivery of any such financial statementsClosing.

Financial Statements Cooperation. From and after the date hereof (including after the Closing Date), Prior to the extent reasonably requested by BuyerClosing, H&H Group Sellers shall and its Affiliates shall reasonably cause the Company and timely the Subsidiaries to, and following the Closing, Sellers shall, cooperate with Buyer to facilitate Buyer's efforts to prepare (in accordance, as applicable, ’s or its applicable Affiliate’s filing with an engagement letter contemplated to be executed between Buyer the SEC of audited 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 unaudited 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 Newcoapplicable) pro forma information regarding, the Company and the Sold Subsidiaries after required to be filed by Buyer or its applicable Affiliate with the Closing Date. Such cooperation shall include providing reasonable audit support SEC under Rules 3-05 and documentation, reasonable access to employees 11-01 of H&H Group Regulation S-X and its Affiliates and coordination with outside partiesItem 9.01(a) of Form 8-K under the Securities Exchange Act, including but not limited by providing customary representations to legal counsel the Company’s and insurance broker; provided, however, that, the Subsidiaries’ auditors in connection with the audit and review of such financial statements and other financial data of the Company and the Subsidiaries and by using commercially reasonable efforts to obtain the necessary consents from the Company’s and the Subsidiaries’ auditors in connection with the filing of their audit report along with such financial information with the SEC and the incorporation of such audit report and financial information into Buyer’s or its applicable Affiliate’s documents to be filed with the SEC. Buyer shall be responsible for (a) the cooperation of H&H Group all reasonable 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 documented out-of-pocket costs and expenses incurred by Sellers, the Company and the *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Subsidiaries in connection therewith shall not be Seller Transaction Expenses providing such cooperation, which costs and expenses shall be promptly paid directly by Buyer or reimbursed by Buyer, including in at the event of termination of this Agreement by either Buyer or H&H Group as provided in Section 8.01) Company’s request and (b) H&H Group and its Affiliates shall have no obligation to retain or engage preparing any third party accountants or other outside advisors in connection with such cooperation and shall not otherwise be pro forma financial information 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 be filed with 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 statementsSEC.