Common use of Quarterly and Annual Reports Clause in Contracts

Quarterly and Annual Reports. Each Party agrees to deliver to the other Party a substantially final draft, as soon as the same is prepared, of (i) prior to the filing with the Commission of each Party’s annual report on Form 10-K for the year ended December 31, 2018, such Party’s quarterly reports on Form 10-Q to be filed with the Commission, and (ii) such Party’s annual report on Form 10-K to be filed with the Commission for the year ended December 31, 2018 and (iii) if required, any proxy materials to be filed with the Commission in respect of such Party’s 2019 annual meeting of stockholders (the documents described in clauses (i) , (ii) and (iii), the “Financial Reporting and Proxy Materials”), in each case at least ten (10) days prior to the expected date of filing; provided, however, that each Party may continue to revise its respective Financial Reporting and Proxy Materials prior to the filing thereof, which changes will be delivered to the other Party as soon as reasonably practicable; provided, further, that each Party’s personnel will actively consult with the other Party’s personnel regarding any changes which they may consider making to the applicable Financial Reporting and Proxy Materials and related disclosures prior to the anticipated filing with the Commission, with particular focus on any changes which could reasonably be expected to have an effect upon the other Party’s financial statements or related disclosures. Each Party shall notify the other Party as soon as reasonably practicable after it becomes aware of any material accounting differences between its Financial Reporting and Proxy Materials and the other Party’s Financial Reporting and Proxy Materials with respect to transactions or activities conducted prior to or at the Effective Time, and the Parties shall subsequently confer and use commercially reasonable efforts to consult with each other in good faith and resolve such differences prior to the filing of the applicable Financial Reporting and Proxy Materials. Nothing in this Section 7.2 shall require any Party to violate, or cause to be violated, any agreement with any third party regarding the confidentiality of confidential and proprietary Information relating to that third party or its business, jeopardize any Privilege available to such Party under applicable Law, including any attorney-client privilege or attorney work product protection, or contravene any applicable Laws; provided, however, that in the event that a Party is required under this Section 7.2 to disclose any such Information, such Party shall use commercially reasonable efforts (i) to obtain such third party Consent to the disclosure of such Information (provided, further, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party from whom any such consent is sought (unless such Party is fully reimbursed or otherwise made whole by the requesting Party)), or (ii) to develop an alternative to providing such access or Information to the requesting Party so as to address such lack of access or Information in a manner reasonably acceptable to such requesting Party.

Quarterly and Annual Reports. Each Party agrees to SpinCo will deliver to the other Party RemainCo a substantially final draft, as soon as the same is prepared, of (i) prior to the filing of its first annual report with the Commission of each Party’s annual report on Form 10-K for the year ended December 31Commission, 2018, such Party’s its quarterly reports on Form 10-Q to be filed with the CommissionCommission that includes its financial statements, and (ii) such Party’s its first annual report on Form 10-K to be filed with the Commission (or otherwise) that includes its audited financial statements for the year ended December 31, 2018 and (iii) if required, any the proxy materials to be filed with the Commission in respect of such PartySpinCo’s 2019 first annual meeting of stockholders following the Distribution Date (the documents described in clauses (i) , (ii) and (iiiii), the “Financial Reporting and Proxy Materials”), in each case at least ten (10) days prior to the expected date of filing; provided, however, that each Party SpinCo may continue to revise its respective Financial Reporting and Proxy Materials prior to the filing thereof, which changes will be delivered to the other Party RemainCo as soon as reasonably practicable; provided, further, that each PartySpinCo’s personnel will actively consult with the other PartyRemainCo’s personnel regarding any changes which they may consider making to the applicable its Financial Reporting and Proxy Materials and related disclosures prior to the anticipated filing with the Commission, with particular focus on any changes which could reasonably be expected to have an effect upon the other PartyRemainCo’s financial statements or related disclosures. Each Party SpinCo shall notify the other Party RemainCo as soon as reasonably practicable after it becomes aware of any material accounting differences between its Financial Reporting and Proxy Materials and the other PartyRemainCo’s Financial Reporting and Proxy Materials with respect to transactions or activities conducted prior to or at the Effective Time, and the Parties shall subsequently confer and use commercially reasonable efforts to consult with each other in good faith and resolve such differences prior to the filing of the applicable Financial Reporting and Proxy Materials. Nothing in this Section 7.2 5.2 shall require any Party to violate, or cause to be violated, violate any agreement with any third party regarding the confidentiality of confidential and proprietary Information information relating to that third party or its business, jeopardize any Privilege privilege available to such Party under applicable Law, including any attorney-client privilege or attorney work product protection, or contravene any applicable Laws; provided, however, that in the event that a Party is required under this Section 7.2 5.2 to disclose any such Informationinformation, such Party shall use commercially reasonable efforts (i) to obtain such third party Consent party’s consent to the disclosure of such Information (provided, further, that no Party shall be obligated to pay any consideration (information or otherwise incur any Liability or obligation) therefor to any third party from whom any such consent is sought (unless such Party is fully reimbursed or otherwise made whole by the requesting Party)), or (ii) to develop an alternative to providing such access or Information information to the requesting Party so as to address such lack of access or Information information in a manner reasonably acceptable to such requesting Party.