Preparation of Audited Financial Statements. The Initial Subscribers acknowledge the necessity of the Company preparing audited year-end financial statements for each Initial Subscriber's Transportation Logistics Business for fiscal years 1997, 1998, and 1999, as well as reviewed interim financial statements through June 30, 2000. In connection therewith, each of the Initial Subscribers commits and agrees to provide such information as is necessary for the Company's preparation of the audited financial statements by not later than June 30, 2000, and the information necessary for preparation of the interim statements by not later than August 30, 2000. All costs associated with preparation of the financial statements described herein shall be borne by the Company.
Preparation of Audited Financial Statements. The Seller shall permit the Buyer and the Buyer's independent accountants to have full access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Seller) to all premises, properties, financial, tax and accounting records (including the work papers of the Seller's independent accountants), contracts, other records and documents, and personnel, of or pertaining to the Seller, and contacts at Seller's principal suppliers and customers, for the purpose of preparing audited financial statements of the Seller.
Preparation of Audited Financial Statements. JHINV agrees to prepare Audited Financial Statements in respect of JHINV for each Financial Year throughout the Term, unless the other Parties agree in writing that such a report is no longer required. For the avoidance of doubt, nothing in this clause 9.12 shall affect the basis on which the Free Cash Flow is determined.
Preparation of Audited Financial Statements. Seller shall use commercially reasonable efforts to prepare and deliver to Buyer an audited consolidated balance sheet of PPL Gas Utilities as of December 31, 2007, and as of December 31, 2008, if the Closing occurs after February 28, 2009, and audited consolidated statements of income and cash flows of PPL Gas Utilities for the twelve-month period ended December 31, 2007, and December 31, 2008, if the Closing occurs after February 28, 2009 (such audited balance sheet, statements of income and cash flows and related notes to the financial statements, the “Audited Financials”). In addition, Seller shall use commercially reasonable efforts to prepare and deliver to Buyer an unaudited consolidated balance sheet of PPL Gas Utilities as of the end of the interim period preceding the Closing for which Buyer must provide interim financial statements of PPL Gas Utilities in a report on Form 8-K and unaudited consolidated statements of income and cash flows of PPL Gas Utilities for the interim period ending as of the date of such balance sheet and for the prior year comparative period (such unaudited balance sheets, statements of income and cash flows and related notes to the financial statements, the “Interim Financials”). The Audited Financials and Interim Financials shall be prepared in accordance with GAAP, except to the extent permitted by Regulation S-X, adopted by the Securities and Exchange Commission, and the Audited Financials shall be accompanied by the unqualified opinion of the auditors of PPL Gas Utilities. Seller shall promptly advise Buyer of any material issues relating to the preparation of the Audited Financials, and Buyer shall reimburse Seller for the reasonable fees and expenses of Seller’s external auditor relating to the preparation of the Audited Financials. Seller shall use commercially reasonable efforts to deliver the Audited Financials and Interim Financials to Buyer by the Closing Date, but Seller’s requirement to deliver such Audited Financials and Interim Financials shall not be a condition to Closing. In addition, upon Buyer’s request, Seller shall use commercially reasonable efforts to provide such supplemental schedules and other unaudited financial information as Buyer may reasonably request related to Audited Financials and Interim Financials.
Preparation of Audited Financial Statements. Sellers covenant and agree with Purchaser that Sellers will take such actions as are reasonable necessary to ensure audited consolidated financial statements of Sellers for the years ended 1999, 2000 and 2001 and unaudited consolidated financial statements of Sellers for the nine-month stub period ended September 30, 2002 relating to the Assets (the "Audited Financial Statements") are made available to Purchaser as soon as practical after the execution of this Agreement. The Audited Financial Statements are to be prepared in accordance with GAAP, and all of the costs relating to the audit are to be paid by Purchaser.
Preparation of Audited Financial Statements. Advisor Parent shall, and shall cause its independent accountants to, cooperate with GNL and its independent accountants to prepare audited financial statements for the Target LLCs (inclusive of the Business Assets) for inclusion in the Form S-4 and joint proxy statement to be filed with the Securities and Exchange Commission in connection with the REIT Merger. Without limiting the generality of the foregoing, Advisor Pxxxxx agrees that it will (a) consent to the use of such audited financial statements in any proxy statement or other document filed by GNL (or any of its Subsidiaries) under the Securities Act or the Exchange Act, and (b) execute and deliver, and cause its officers to execute and deliver, such “representation” letters as are customarily delivered in connection with audits and as Advisor Parent’s independent accountants may reasonably request under the circumstances.
Preparation of Audited Financial Statements. Acusphere shall undertake to prepare and shall deliver to each Investor other than Alexandria, as soon as practicable, its audited financial statements (balance sheet, profit and loss statement, statement of stockholders' equity and statement of cash flows, including notes thereon) as of December 31, 2002, and for each fiscal year thereafter.
Preparation of Audited Financial Statements. To the extent -------------------------------------------------- Buyer requires audited or reviewed financial statements of the Business in order to comply with the reporting requirements of the Securities and Exchange Commission set forth in Regulations S-K and S-X under the Securities Exchange Act of 1934, as amended, BFC shall use reasonable best efforts to cooperate with Buyer, at Buyer's expense, in the preparation by Buyer of reviewed or audited financial statements, as selected by Buyer, for the Business covering such required period. This cooperation shall include, but is not limited to, providing Buyer and its advisors with reasonable access to BFC's relevant books, records, employees and auditors of the Business to the extent necessary to satisfy such reporting requirements.
Preparation of Audited Financial Statements. As soon as practicable following the Closing Date, but in any event, prior to the one (1) year anniversary of the Closing Date, Sellers shall prepare and deliver to the Buyer (a) audited combined balance sheets of the DaVita Centers as of the Closing Date and December 31, 2004, and related combined statements of income, cash flow and changes in net investment for the DaVita Centers for the period from January 1, 2005 through the Closing Date and the fiscal year ended December 31, 2004 and (b) audited combined balance sheets of the Gambro Centers as of the Closing Date and December 31, 2004, and related combined statements of income, cash flow and changes in net investment for the Gambro Centers for the period from January 1, 2005 through the Closing Date and the fiscal year ended December 31, 2004 (the “Audited Financial Statements”). The Audited Financial Statements shall be prepared on a combined basis, as a “carve-out” from the operations of DaVita or Gambro, as the case may be, and shall meet the requirements of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended. The Buyer shall bear all costs and expenses Related To the preparation and delivery of the Audited Financial Statements. Notwithstanding any provision to the contrary contained in this Agreement, in no event shall DaVita or Gambro be deemed to have breached its representations and warranties contained in Section 4.16 (including as such representations are modified by the terms of Schedule 4.16(b)) by reason of there being any differences or variances between, on the one hand, the Preliminary Financial Statements, the Financial Statements or any Supplemental Financial Statements contained in Schedules 4.16(a)-1, 4.16(a)-2 and 4.16(a)-3 and, on the other hand, the Audited Financial Statements for the corresponding periods, except to the extent that there are differences or variances exceeding the GAAP Exceptions Threshold (as such term is defined in Schedule 4.16(b)) on account of, on a cumulative basis, the matters described in subparagraphs (iv), (v), (viii) and (x) of Schedule 4.16(b), between the annualized year-to-date EBITDA which is yielded from the unaudited income statements for the five (5) months ending May 31, 2005 which are, on the one hand, contained in the Financial Statements and, on the other hand, the annualized 2005 year-to-date EBITDA which is yielded from the Audited Financial Statements; provided, further, however, if the Buyer determines that ...
Preparation of Audited Financial Statements. From the date of this Agreement until the Closing Date, Holdings shall, and shall cause the Company to, (a) use commercially reasonable efforts to cause the audited balance sheets, statements of income, Members’ capital, and cash flows as of and for the fiscal year ended December 31, 2021, in each case prepared in accordance with GAAP (the “2021 Audited Company Financial Statements”), to be prepared as promptly as reasonably practicable, such that Buyer will be able to comply with its filing obligations under the Exchange Act with respect to the 2021 Audited Company Financial Statements and (b) cause the Company’s external auditors to furnish any consents required under the Securities Act with respect to the 2021 Audited Company Financial Statements and the Financial Statements, in connection with Buyer’s filings with the Securities Exchange Commission.
