Regulation S-X Sample Clauses
Regulation S-X is a set of rules established by the U.S. Securities and Exchange Commission (SEC) that governs the form and content of financial statements filed by public companies. It specifies requirements for the presentation, disclosure, and auditing of financial information in registration statements, periodic reports, and other filings. For example, it dictates how balance sheets, income statements, and footnotes must be prepared and what supporting schedules are necessary. The core function of Regulation S-X is to ensure consistency, transparency, and comparability in financial reporting, thereby protecting investors and facilitating informed decision-making.
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Regulation S-X. Purchaser has advised Seller that Purchaser or its affiliates must comply with Securities Exchange Commission Regulation S-X (17 C.F.R. § Part 210) (“Regulation S-X”), including, but not limited to, Item 3-14 thereof, which may require Purchaser to prepare up to three (3) years of audited income statements for the Property. From and after the date of this Agreement, Seller shall provide, (i) at no material cost to Seller, within thirty (30) days of Seller’s receipt of such written request from Purchaser, to Purchaser any reasonable financial information, financial statements and supporting documentation actually in Seller’s possession or under Seller’s control as are reasonably necessary for Purchaser to prepare such income statements in compliance with Regulation S-X, (ii) at reasonable times during the business day, at no material cost to Seller at times convenient to Seller, within fifteen (15) days of Seller’s receipt of such written request from Purchaser therefor, Purchaser’s independent auditor access to the books and records of the Property and all related information for the period or periods for which Purchaser is required to have the Property audited pursuant to Regulation S-X, and (iii) to such auditor a customary representation letter regarding the books and records of the Property in connection with such auditor’s normal course of auditing the Property in accordance with generally accepted auditing standards. The provisions of this Section 15 shall survive the Closing. Seller will cooperate with Purchaser’s reasonable requests in connection with financial reporting for Purchaser or its affiliates and Purchaser will take customary steps to insure the confidentiality of the audit process.
Regulation S-X. Between the date hereof and the Closing Date, neither Parent nor any of its Subsidiaries will enter into any binding agreement to acquire a business (other than the Company) that is significant for purposes of Rule 3-05 of Regulation S-X, unless otherwise permitted by the Lead Arrangers (as defined in the Debt Commitment Letter).
Regulation S-X. Prior to Final Closing, the Seller Group Members shall promptly provide, and shall cause the Group Companies to promptly provide, updated financial statements of the Group Companies that are necessary or advisable, in the reasonable opinion of Buyer, to enable Buyer to prepare financial statements in compliance with the requirements of Regulation S-X of the Securities and Exchange Commission. Without limiting the generality of the foregoing, prior to Final Closing, the Seller Group Members shall provide, and shall cause the Group Companies to provide, updated monthly financial statements of the Group Companies within five (5) Business Days after the end of each month and updated quarterly financial statements of the Group Companies within ten (10) Business Days after the end of each quarter, in each case prepared on a consistent basis with the Interim Company Financial Statements.
Regulation S-X. The Corporate Reporting Data shall include a discussion and analysis by management of the Company’s and its Subsidiaries’ consolidated financial condition and results of operations for the requisite quarterly periods, including an explanation of any material adverse change, all in reasonable detail and prepared in accordance with Item 303(b) of Regulation S-K.
Regulation S-X. Seller shall, and shall request that their accountants, assist Purchaser, at Purchaser’s request and sole cost and expense (which costs and expenses Purchaser covenants to pay promptly when due), by providing information relating to the Property and its operation that may be reasonably necessary for Purchaser to produce the financial statements required under Rule 3-14 of regulation S-X of the U.S. securities laws (including providing a letter in the form attached hereto as Schedule 11.20). In addition to the above, Seller shall otherwise reasonably cooperate with Purchaser concerning the foregoing. Subject to Seller’s obligations with respect to its representations and warranties hereunder, Purchaser agrees to indemnify the Seller Parties and hold them harmless from and against any and all Claims arising out of the preparation or use by Purchaser of any such information provided by Seller or Seller’s accountants pursuant to this Section 11.20 (but excluding any Claims arising out of the mere discovery of information by Purchaser). The provisions of this Section 11.20 shall survive the Closing or any termination of this Agreement.
Regulation S-X. Parent shall use reasonable best efforts to cooperate with Buyer, at Buyer’s sole cost and expense, in connection with Buyer’s preparation of audited financial statements as of December 31, 2011 and for the year ended December 31, 2011 (collectively, the “Required Financials”) in a form that includes any applicable purchase accounting entries and that will allow Buyer to disclose such Required Financials as required pursuant to Rule 3-05 of Regulation S-X of the Securities Act; provided that nothing herein shall require such cooperation to the extent it would unreasonably interfere with the Business or the other operations of Parent, Seller and their respective Subsidiaries and the preparation or delivery of any of the Required Financials shall not be a condition to the Closing in any manner.
Regulation S-X. From and after the Closing, Sellers agrees to cooperate, and cause its accountants to cooperate, at no out-of-pocket costs or expense to Sellers, in providing (i) historical financial information to Purchaser in a manner and within the time period required for Purchaser or its Affiliates to satisfy its filing obligations with the Securities and Exchange Commission and (ii) any other information reasonably requested by Purchaser in order to comply with the requirements of Rule 3-05 of Regulation S-X of the Securities Act of 1933, as amended.
Regulation S-X. 32 Regulation S-X Financial Statements.....................................................................71 Release.................................................................................................10
Regulation S-X. Purchaser has advised Seller that Purchaser must comply with Regulation §210.3-14 promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-X”), which requires Purchaser to cause to be prepared audited income statements for the Property. Upon request of Purchaser within one (1) year after the Closing Date, Seller shall, within ten (10) days after such request, provide to Purchaser or make available to Purchaser at Seller’s place of business or the Property as elected by Seller, at Purchaser’s cost and expense, any books and records of Seller directly related to the operations and financial results of the Property in Seller’s possession or under Seller’s control as are reasonably requested by Purchaser and reasonably necessary for Purchaser’s auditors to prepare such audited income statements in compliance with Regulation S-X.
Regulation S-X. From the date hereof and prior to the Closing, Parent shall use commercially reasonable efforts to prepare, complete and provide, and shall use commercially reasonable efforts to cause the Target Company to provide, as promptly as reasonably practicable, updated audited consolidated balance sheets of the Target Company and the Transferred Subsidiary as of each of December 31, 2019 and December 31, 2020 and updated audited consolidated statements of income, stockholders’ equity and cash flows of the Target Company and the Transferred Subsidiary for each of the fiscal years ended December 31, 2019 and December 31, 2020 in accordance with GAAP (including footnotes thereto) that are necessary, in the reasonable opinion of Purchaser, to enable Purchaser to prepare financial statements in compliance with the requirements of Regulation S-X of the SEC in connection with the transactions contemplated hereby (the “Updated Financial Statements”). Prior to the Closing, the Parties shall reasonably cooperate with each other in connection with, and shall keep each other apprised of, such preparation and provision of the Updated Financial Statements, including Parent and the Target Company providing to Purchaser reasonable access to, in normal business hours upon reasonable requests, their auditors and accountants and their auditors’ and accountants’ work papers in accordance with such auditors’ and accountants’ normal disclosure procedures in their ordinary course of business and consulting with and considering in good faith the input of Purchaser on material decisions in connection therewith. At and after the Closing, Parent shall, to the extent in Parent’s possession, use its commercially reasonable efforts to provide, and shall instruct its and the Target Company’s auditors and accountants to provide, to Purchaser all customary representation letters, confirmations and undertakings, work papers, information and records in connection with the Updated Financial Statements and if any, the financial statements described in the last sentence of this Section 6.18 and the preparation thereof as Purchaser may reasonably request based upon the then-current stage of preparation of such Updated Financial Statements and in accordance with such auditors’ and accountants’ normal procedures in their ordinary course of business, to the extent reasonably necessary to complete the Updated Financial Statements. At and after the Closing, in connection with the preparation or completion ...