Preparation of Certain Financial Statements. (a) The Company has engaged Xxxx Xxxxx LLP, the Company’s independent public accountants (“Xxxx Xxxxx”) to perform an audit of the year-end financial statements of the Company for the fiscal year ended December 31, 2020 and, to the extent required, December 31, 2019 (the “Company Audited Financial Statements”) and review any unaudited interim financial statements of the Company required to be included in the Joint Proxy Statement-Prospectus and Registration Statement as well as SEC filings to be filed by Buyer under the Exchange Act in connection with the transactions contemplated by this Agreement and shall provide Buyer, as promptly as practicable after the date hereof, with the Company Audited Financial Statements, together with a report on such year-end financial statements from the independent accountants for the Company, and unaudited financial statements, including interim financial statements, of the Company required pursuant to Regulation S-X to be included in the Joint Proxy Statement-Prospectus and Registration Statement as well as SEC filings to be filed by the Buyer under the Exchange Act in connection with the transactions contemplated by this Agreement, prepared from the books and records of the Company and in accordance with GAAP consistently applied and the rules and regulations of the SEC, including the requirements of Regulation S-X and the Public Company Accounting Oversight Board Rules, and which present fairly in all material respects the financial position and results of operations of the Company. If requested by Buyer, the Company and its officers shall deliver to Xxxx Xxxxx (or such other firm of independent public accountants retained by Buyer) all engagement letters and management representation letters, as may be reasonably requested by Buyer or such accountants, which shall cover such periods as the Buyer may reasonably request. The Company shall use its reasonable best efforts to cause its employees and any outside accountants and auditors to cooperate with and assist Buyer and Xxxx Xxxxx in connection with the audited and unaudited financial statements contemplated by this Section 5.25, including, without limitation, such cold comfort letters from Xxxx Xxxxx as may be reasonably requested in connection with any reports or registration statements and/or prospectus supplements filed by Buyer with the SEC.
Preparation of Certain Financial Statements. Upon the request of the Buyer, the Seller shall cause the Company, its auditors and its representatives to co-operate with and assist (i) Ernst & Young (“E&Y”) in the compilation and preparation of all relevant statements and restatements of the financial statements of the Company as per December 31, 2004 and December 2005 and of interim financial statements, which are or may be necessary for the Buyer to comply in a timely manner with the reporting and disclosure requirements of the United States Securities and Exchange Commission (“SEC”) and/or the United States Public Company Accounting Oversight (“PCAOB”) and (ii) PricewaterhouseCoopers (“PWC”) in their audit of such financial statements. The Buyer undertakes to cause itself, its representatives and its auditor to (i) cooperate with and support E&Y and PWC in collecting, preparing and auditing the statements and restatements of the annual financial statements of the Company referred to above; and (ii) instruct E&Y and PwC to perform the above mentioned task as quickly as possible. In addition, the Seller and the Buyer undertake to provide to E&Y and PWC all relevant information necessary for the preparation and audit of such financial statements. The Buyer confirms to have instructed E&Y and PwC to enter into a confidentiality agreement with the Company according to which E&Y and PwC do not grant access to the Buyer to any information before the Closing Date that they obtained in connection with the tasks listed in this Section 3.1.3 to the extent such information is not part of the annual financial statements 2004 and 2005 prepared in accordance with US GAAP. Each party shall bear its own costs in connection with the preparation and audit of the financial statements, all costs and expenses of E&Y and PwC shall be borne by the Buyer irrespective of whether or not the Closing takes place.
Preparation of Certain Financial Statements. After the Closing, at the request of the Buyer, the Seller shall reasonably cooperate with and assist the Buyer and its independent public accountants, in the compilation and preparation of all financial statements and financial statement schedules of the Company (prepared in accordance with generally accepted accounting principles) and reports and consents of the Company's auditors prior to the Closing, as may be necessary for the Buyer to comply in a timely manner with SEC reporting requirements. If requested by the Buyer, the Seller shall deliver to the independent public accountants of the Buyer and the Company all engagement letters and management representation letters, as may be reasonably requested by the Buyer or such accountants, which shall cover the periods set forth above and such other periods from the year ended October 31, 1994 through the Closing Date as the Buyer may reasonably request. In connection with the foregoing, the Seller shall use its best efforts to cause the Company's auditors to cooperate with and assist the Buyer and its independent public accountant in the preparation of the audited and unaudited financial statements contemplated by this Section 5.10; provided, however, that the Seller shall not be obligated to pay any consideration in connection with the foregoing undertaking.
Preparation of Certain Financial Statements. After the Closing, upon the request of the Buyer and at its expense, the Sellers shall reasonably cooperate with and assist the Buyer and the Buyer's independent public accountants ("Buyer's Accountants") in the compilation and preparation of all financial statements and financial statement schedules of the Company (prepared in accordance with GAAP) and reports of Wiltse & Robinson, in its capacity as the Company's independent publix xxxxuntxxxx ("Xellers' Accountants") prior to the Closing, as may be necessary for the Buyer to comply in a timely manner with SEC reporting and disclosure requirements. If requested by the Buyer, the Sellers shall deliver to the Buyer's Accountants and/or the Sellers' Accountants all engagement letters and management representation letters, as may be reasonably requested by the Buyer or such accountants, which shall cover such periods from the January 1, 2000 through the Closing Date. In connection with the foregoing, the Sellers shall use commercially reasonable efforts to cause the Sellers' Accountants to cooperate with and assist the Buyer and the Buyer's Accountants in the preparation of the financial statements contemplated by this Section 6.7.
Preparation of Certain Financial Statements. After the date hereof, Seller and the Stockholder shall provide MedE and Buyer and their independent auditors with all reasonable assistance required to prepare audited financial statements for the Business for and as of (x) the period from July 1, 1997 through the Closing Date and (y) each of the twelve-month periods ended December 31, 1996, December 31, 1995, and December 31, 1994. Seller and the Stockholder confirm and agree that such assistance shall include, without limitation, (i) providing MedE, Buyer and their representatives with all necessary financial information and data relating to the Business for such periods, (ii) making available all employees of Seller or any of its affiliates deemed necessary by MedE and Buyer to assist in the preparation of such financial statements, and (iii) delivering to MedE's independent auditors a management representation letter for such periods in a form reasonably acceptable to such auditors.
Preparation of Certain Financial Statements. Upon execution of this Agreement the Company shall engage the Company's accountants to perform an audit of the Company's 2002 fiscal year financial statements. All costs and expenses of such audit shall not be reflected on the Closing Balance Sheet and shall be paid by Buyer whether or not the Closing occurs. After the Closing, upon the request of Buyer and at its expense, Seller shall reasonably cooperate with and assist Buyer and Buyer's independent public accountants (the "BUYER'S ACCOUNTANTS") in the compilation and preparation of all financial statements and financial statement schedules of the Company (prepared in accordance with GAAP) and reports of the Company's Accountants as may be necessary for Buyer to comply in a timely manner with SEC reporting and disclosure requirements. Seller shall use its reasonable best efforts to deliver to Buyer's Accountants and/or the Company's Accountants all engagement letters and management representation letters, as may be reasonably requested by Buyer or such accountants, which shall cover such periods from January 1, 2003 through the Closing Date. In connection with the foregoing, Seller shall use reasonable best efforts to cause the Company's Accountants to cooperate with and assist Buyer and Buyer's Accountants in the preparation of the financial statements contemplated by this SECTION 6.8.
Preparation of Certain Financial Statements. 11.1. The Seller and the Parent each agrees to provide the Buyer's independent accountants with all financial information, other than information held by the Buyer, and data reasonably necessary to enable its independent accountants to prepare and review the audited consolidated balance sheets of the Business for the 12-month periods ending as of February 28, 2003, February 28, 2004, February 28, 2005, and the period from March 1, 2005 through the Closing Date, and in each case the related statements of income, shareholders' equity and cash flows for the years then ended. .11.2. The Seller and the Parent each agrees that, if requested by the Buyer as being necessary to prepare the audited financial statements as contemplated by paragraph (a) above, the Seller or the Parent, as applicable, shall provide to the Buyer's independent accountants a management representation letter in a form reasonably acceptable to the independent accountants covering the periods referred to above. (l)
Preparation of Certain Financial Statements. After the Closing, ------------------------------------------- (i) the Seller shall reasonably cooperate with and assist the Buyer (or its affiliates) and Price Waterhouse LLP, its independent public accountants, in the compilation and preparation of such financial statements, financial statement schedules and other financial information relating to the Company's business which the Buyer (or its affiliates) may be required to include in any registration statement, report or other document which the Buyer (or its affiliates) may file with the Securities and Exchange Commission ("SEC"), NASDAQ or any other applicable regulatory authority, (ii) the Seller shall direct Price Waterhouse, the Company's independent public accountants prior to the Closing, to cooperate with auditors for the Buyer (or its affiliates) and use their commercially reasonable best efforts to obtain promptly for such auditors, upon its request, any consent, report, opinion or letter of Price Waterhouse required to be filed by the Buyer (or its affiliates) under applicable regulations of the SEC, NASDAQ, or any other applicable regulatory authority in connection therewith.
Preparation of Certain Financial Statements. (a) After the Closing and at no cost to the Stockholders, the Stockholders shall provide the Company's auditors with all financial information, other than information held by the Company, and data reasonably necessary to enable its independent accountants to prepare and review an audited consolidated balance sheet of the Company as of June 30, 1999 and the related statements of income, stockhol ders' equity and cash flows for the year then ended.
Preparation of Certain Financial Statements. After the Closing, upon the request of the Buyer and at its expense, the Seller shall reasonably cooperate with and assist the Buyer and the Buyer’s independent public accountants (“Buyer’s Accountants”) in the compilation and preparation of all financial statements and financial statement schedules of the Company (prepared in accordance with GAAP) and reports of the Company’s independent public accountants (“Seller’s Accountants”) prior to the Closing, as may be necessary for the Buyer to comply in a timely manner with SEC reporting and disclosure requirements. If requested by the Buyer, the Seller shall deliver to the Buyer’s Accountants or the Seller’s Accountants all engagement letters and management representation letters, as may be reasonably requested by the Buyer or such accountants, which shall cover such periods from the January 1, 2003 through the Closing Date. In connection with the foregoing, the Seller shall use commercially reasonable efforts to cause the Seller’s Accountants to cooperate with and assist the Buyer and the Buyer’s Accountants in the preparation of the financial statements contemplated by this Section 7.7.
