Common use of Preparation of Certain Financial Statements Clause in Contracts

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. (a) The After the signing of the Agreement, the Company has engaged Xxxx shall engage Xxxxx LLPXxxxxx & Co, PC, the Company’s independent public accountants (“Xxxx XxxxxXxxxx Xxxxxx”) to perform an audit of the year-end financial statements of the Company for the fiscal year ended December 31, 2020 2016 and, to the extent required, December 31, 2019 2017 (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, but prior to October 6, 2017, 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 Xxxxxx (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 Xxxxxx in connection with the audited and unaudited financial statements contemplated by this Section 5.255.17, including, without limitation, such cold comfort letters from Xxxx Xxxxx Xxxxxx 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. (a) The After the signing of the Agreement, the Company has engaged shall engage 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 2017 (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 commercially 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 5.255.17, 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.