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. 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. 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. 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. 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. 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. Contributor shall provide to Acquiror and its auditors (a) at all times prior to and after the Closing, access at all reasonable times to all financial and other information relating to such Contributor’s Property reasonably necessary for Acquiror and its auditors to prepare audited financial statements in conformity with Regulation S-X of the rules promulgated by the Securities and Exchange Commission (the “SEC”) or other materials required for any registration statement, report or other disclosure to be filed with the SEC or necessary to comply with any SEC rule or regulation, and (b) at the Closing (or after thereto if required by Acquiror’s auditors) an executed representations letter as required by Generally Accepted Auditing Standards as promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, which representation is required to enable an independent public accountant to render an opinion on such financial statements. The obligation of Contributor to provide such access and representations letter shall survive the Closing and the delivery of the Deed and the other documents contemplated by this Agreement and Contributor shall indemnify and hold harmless Acquiror from and against any losses, costs, expenses (including, without limitation, reasonable attorneys’ fees and expenses) and liabilities arising from any Contributor’s failure to comply with these obligations. This indemnity shall survive the Closing. Following the Closing, Acquiror shall provide Contributor and its accountants (at Contributor’s expense) access at all reasonable times to all financial and other information relating to the Property (for periods prior to the Closing) necessary for Contributor to prepare Contributor’s tax returns and not otherwise retained by Acquiror. The provisions of this Section 21 shall survive until Unit Recipient no longer owns any Units.
Regulation S-X. 32 Regulation S-X Financial Statements.....................................................................71 Release.................................................................................................10
Regulation S-X. Seller and CLSB II Assignor 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 and the CLSB II Purchase Money Loan 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. 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).
Regulation S-X. After the Closing, Sellers shall, and shall cause their Affiliates to, cooperate with Buyer and the Company in connection with the preparation of new or updated financials statements and other financial information relating to the Company that are necessary or advisable, in the reasonable opinion of Buyer, to enable Buyer and Parent to prepare financial statements and other financial information in compliance with the requirements of Regulation S-X of the SEC in connection with the transactions contemplated hereby (the “Updated Financial Statements”). Sellers shall provide, and shall cause the Company’s auditors and accountants to provide, to Buyer and Parent reasonable access to the Company’s auditors and accountants and all customary representation letters, certificates and sub-certifications, confirmations and undertakings, work papers, information and records as Buyer or its auditors or accountants may reasonably request in connection with the Updated Financial Statements and the preparation thereof.
