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 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.