Required Financial Information. At Purchaser’s cost and expense, Sellers shall reasonably cooperate with Purchaser in a timely manner as reasonably requested by Purchaser in connection with Purchaser’s preparation of historical financial statements and pro forma financial information in respect of the Business as required by Regulation S-X under the Securities Act of 1933, as amended, and the timely filing of the necessary financial statements and pro forma financial information with the SEC under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and for securities offerings by Purchaser and its Affiliates in which such financial information is reasonably necessary or advisable including (i) permitting Purchaser to use any audited or unaudited financial statements available, (ii) facilitating the delivery from Seller’s independent public accountants relevant consent letters necessary in connection with the foregoing and (iii) if any requested financial statements are not available, assisting in the preparation of such audited or unaudited financial statements.
Required Financial Information. The Company will deliver the Required Financial Information to Parent in accordance with the time periods set forth in, and otherwise in accordance with, the definition thereof.
Required Financial Information. (a) Seller shall deliver (i) true and complete copies of audited Statements of Revenue and Direct Operating expenses of the Assets for the years ended as of December 31, 2021 and December 31, 2020, and for each of the two years in the period ended December 31, 2021 (including any supplemental oil and gas disclosures satisfying the requirements of Financial Accounting Standards Board Accounting Standards Codification 000-000-00, et seq.) and prepared in accordance with GAAP and Regulation S-X, and audited in accordance with the auditing standards generally accepted in the United States of America (“GAAS”) (the “Audited Financials”) not later than five (5) days prior to the Target Closing Date; and (ii) true and complete copies of unaudited Statements of Revenue and Direct Operating Expenses for the Assets for the six months ended June 30, 2022, prepared in accordance with GAAP and reviewed in accordance with GAAS applicable to reviews of interim financial information (the “Unaudited Interim Financials”) not later than five (5) days prior to the Target Closing Date. In addition, from and after the Execution Date until the Closing Date, Seller shall use reasonable efforts to direct its consultants, accountants, reserve engineers, agents and other representatives to, during customary business hours, cooperate with the Earthstone Parties and independent auditors chosen by the Earthstone Parties (“Earthstone’s Auditor”) in connection with any audit by Earthstone’s Auditor of any financial statements of the Assets or reserve reports with respect to the Assets, in each case, relating to the period prior to the Closing Date, or other actions that the Earthstone Parties reasonably require to comply with the requirements under state and federal securities laws. Such cooperation will include (A) reasonable access to Seller’s officers, managers, employees, consultants, agents and representatives who were responsible for preparing or maintaining the financial records and work papers and other supporting documents used in the preparation of such financial statements as may be required by Earthstone’s Auditor to perform an audit or conduct a review in accordance with generally accepted auditing standards or to otherwise verify such financial statements; (B) using commercially reasonable efforts to obtain the consent of the independent auditor(s) and reserve engineer(s) of Seller that conducted any audit of such financial statements or prepared any reserve reports to be na...
Required Financial Information. Buyer acknowledges and agrees that Seller has performed in all material respects Seller’s requirements to deliver Required Financial Information to Buyer.
Required Financial Information. Borrower shall timely tender, or cause to be tendered, the Required Financial Information as described in Article I hereof.
Required Financial Information. Inland agrees that, until ------------------------------ January 1, 1999, at PGP's cost and expense, Inland will provide PGP and its representatives with such financial and other information, and such access to its books and records, insofar as such financial and other information and books and records pertains to the Duchesne/Antelope Creek Assets, as may be necessary for PGP to comply with any laws or governmental rules or regulations applicable to it, in such form as is necessary to comply with any such law, rule or regulation, including without limitation rules and regulations of the Securities and Exchange Commission or any successor body. Such information shall be provided to PGP or its representatives as promptly as is reasonably practicable. PGP agrees that, until January 1, 1999, at Inland's cost and expense, PGP will provide Inland and its representatives with such financial and other information, and such access to its books and records, insofar as such financial and other information and books and records pertains to the Ashley Unit Assets, as may be necessary for Inland to comply with any laws or governmental rules or regulations applicable to it, in such form as is necessary to comply with any such law, rule or regulation, including without limitation rules and regulations of the Securities and Exchange Commission or any successor body. Such information shall be provided to Inland or its representatives as promptly as is reasonably practicable.
Required Financial Information. In addition to all other rights and remedies the Lender has, should the Company fail to timely provide or cause to be provided the information required by Section 5.01(i)(2), (3) or (4), hereof, the Company will, at the Lender's option, pay on demand the Lender a late fee in an amount set by the Lender. The imposition and/or payment of a late fee shall not constitute a waiver of the Lender's rights with respect to the default.
Required Financial Information. “Required Financial Information” means, collectively, (i) all financial, business and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent (including in connection with Parent’s preparation of pro forma financial statements) to the extent such information is of the type required by Regulation S-X (other than Item 3-10 of Regulation S-X, but including summary guarantor/non-guarantor information of the type customarily included in offering documents used in private placements pursuant to Rule 144A promulgated under the Securities Act) and Regulation S-K under the Securities Act, (ii) the audited consolidated balance sheets and related statements of income, shareholders’ equity and cash A-8 flows of the Company for the three most recently completed years ended December 31, 2010, (iii) the unaudited consolidated balance sheet of the Company as of March 31, 2011 (and as of the end of any subsequent quarterly period ended no less than 45 days prior to the date on which the Company reasonably believes the Required Closing Date will fall) and the related unaudited statements of income and cash flows, which shall have been reviewed by the Company’s accountants as provided in SAS 100 (provided that such financial information shall be deemed delivered to Parent and Acquisition Sub upon filing thereof with the SEC), (iv) the authorization letters referred to in Section 4.7(B) and (v) such other financial and company information of a type and form customarily included in offering memoranda for private placements of non-convertible debt securities pursuant to Rule 144A under the Securities Act or information memoranda or syndicated bank financings for financings similar to the Debt Financing (and subject to exceptions customary for such financings) (provided that Parent shall be responsible for the preparation of pro forma financial statements), or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of debt securities contemplated by the Debt Financing Commitment Letter.
Required Financial Information. From the date hereof until Closing and subject to Section 5.14, Seller shall provide Buyer and its representatives with reasonable access to such business and financial records of the Sale Entities and the JV Company, and shall perform, at Buyer’s sole expense, such reasonable actions pertaining to the Sale Entities and the JV Company when reasonably requested by Buyer, including but not limited to, any records or actions reasonably requested by Buyer and necessary (i) to assist with filings with the United States Securities and Exchange Commission (the “SEC”), including filings of the financial information of Seller pursuant to Rule 3-05 of Regulation S-X and Article 11 of Regulation S-X, (ii) to cause Seller’s Representatives to cooperate in such assistance with filings with the SEC, including by performing any required audit, review or other procedures with respect to the financial information of the Sale Entities and the JV Company in connection with Buyer’s obligations under Rule 3-05 of Regulation S-X and Article 11 of Regulation S-X, and (iii) to fulfill any inquiry or inquiries in connection with the foregoing which Buyer in its reasonable discretion deems necessary hereunder; provided, however, that the Seller’s obligation to provide records pursuant to this Section 5.15 shall be limited to such records relating to periods up to and including the date of Closing. Buyer shall indemnify, defend and hold harmless the Seller and its Affiliates, and their respective Representatives, from and against any Adverse Consequences suffered or incurred by them in connection with the performance of Seller’s or its Affiliates’ performance of its obligations under Section 5.15(i), Section 5.15(ii) or Section 5.15(iii) or any information used in connection therewith, and the foregoing obligations shall survive termination of this Agreement. Buyer shall promptly reimburse the Seller and its Affiliates for all documented reasonable out of pocket costs and expenses (including advisors’, accountants’ and attorneys’ fees) incurred by the Seller or its Affiliates in connection with all cooperation pursuant to this Section 5.15.
Required Financial Information. At Purchaser’s cost and expense, Sellers shall reasonably cooperate with Purchaser in a timely manner as reasonably requested by Purchaser in connection with Purchaser’s preparation of historical financial statements and pro forma financial information in respect of the Business as required by Regulation S-X under the Securities Act of 1933, as amended, and the timely filing of the necessary financial statements and pro forma financial information with the SEC under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and for securities offerings by Purchaser and its Affiliates in which such financial information is reasonably necessary or advisable including (i) permitting Purchaser to use any audited or unaudited financial statements available,
