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. 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. 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. 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. From the date of this Agreement until the Closing, or, if earlier, the termination of this Agreement in accordance with its terms, RAI will and will use its reasonable best efforts to cause Lorillard to, cooperate with the Acquiror, its Affiliates and their respective Representatives in a timely manner in order to assist them with the preparation of (a) an audited balance sheet of the Business as at December 31, 2013, 2012 and 2011, (b) an audited income statement of the Business for each of the years ended December 31, 2013, 2012, and 2011, or (c) any other historical financial statements and pro forma financial information for the Class 1 Circular or any other offering documents for any securities offerings by, or any further bank financial facilities of, the Acquiror or its Affiliates for which such financial information is reasonably necessary or advisable, in each case including (i) permitting the Acquiror and its Affiliates to use any audited or unaudited financial statements of RAI, Lorillard or their respective Affiliates as are in existence, (ii) permitting the Acquiror, its Affiliates, and their Representatives, to have reasonable access to the support documentation prepared by RAI, Lorillard or their respective Affiliates, and their Representatives in relation to the carve out of the Transferred Assets and receive from the Acquiror, its Affiliates, and their Representatives reasonably detailed explanations regarding any of the assumptions underlying and any changes made to such financial information, (iii) requesting the delivery from RAI’s, Lorillard’s or their respective Affiliates’ independent public accountants, as applicable, of relevant comfort letters necessary or advisable in connection with the foregoing (subject to customary procedures and practice), (iv) requesting the delivery from RAI’s, Lorillard’s or their respective Affiliates’ independent public accountants of relevant consent letters necessary in connection with the foregoing (subject to customary procedures and practice) and (v) if any requested financial statements are not available, assisting the Acquiror or its Affiliates, and their respective independent public accountants in the preparation of such financial statements. The Acquiror shall promptly, upon request by any Seller, reimburse such Seller for any out-of-pocket cost or expense incurred by such Seller or any of its Affiliates in connection with providing assistance pursuant to this Section 6.22.
Preparation of Audited Financial Statements. Seller agrees that at the request of Buyer after the Closing Date Seller shall, and shall use all reasonable efforts to cause its officers, employees and independent public accountants to, cooperate with Buyer and Buyer's independent public accountants, in the preparation by Buyer of audited financial statements and notes thereto of the Business for each of the fiscal years ended December 31, 1995 and 1996 and the period ending at Closing in 1997. Buyer shall reimburse Seller from time to time upon Seller's request (accompanied by statements or other documentation evidencing such expenses) for all out-of-pocket expenses and costs (including the fees and expenses of Seller's independent public accountants) incurred by Seller in connection with the preparation of such financial statements. Further, Buyer agrees to cooperate with Seller as to the timing of its request so as not to burden the Seller's internal auditing staff during periods in which they are preparing Seller's year-end financials.
Preparation of Audited Financial Statements. On or before sixty (60) days after the Closing Date, HiEnergy shall prepare (i) audited financial statements for the two (2) most recent fiscal years ended and the period from inception through the most recent fiscal year ended and (ii) reviewed financial statements for each calendar quarter thereafter (collectively, the "Audited Financial Statements"). The Audited Financial Statements shall be prepared in accordance with GAAP, applied on a consistent basis and shall Voluntary Share Exchange Agreement 25 present fairly the financial condition of HiEnergy as of such dates and the results of operations of HiEnergy for such periods, consistent with the books and records of HiEnergy.
