Common use of Required Financial Statements Clause in Contracts

Required Financial Statements. In recognition of the requirements for the Company’s timely filing of certain financial information with the Securities and Exchange Commission, from and after the Closing Date, the Sellers shall and shall cause their Affiliates to reasonably cooperate with the Acquiror and its accountants and auditors on a timely basis and provide to the Acquiror and its accountants and auditors, during normal business hours and upon reasonable prior written notice access to such information, books and records related to the Business, the Company and the Company’s Subsidiaries as the Acquiror may reasonably request in connection with the preparation by the Acquiror of historical financial statements related to the Business, the Company and the Company’s Subsidiaries as may be required to be included in any filing under the Securities Exchange Act of 1934 and the regulations promulgated thereunder, including Regulation S-X, to be reported on a current report on Form 8-K filed in connection with the transactions contemplated hereby and any other filing as may be required under applicable Law. Without limiting the foregoing, such cooperation shall include: (a) where appropriate, the signing of management representation letters as are required in connection with such audit and (b) as reasonably requested by the Acquiror, access, during normal business hours and upon reasonable prior written notice to appropriate individuals with knowledge of the historical financial information related to the Business, the Company and the Company’s Subsidiaries to allow for preparation of such financial statements. The Company and the Sellers acknowledge and agree that (x) the Acquiror and the Company shall be responsible for the costs and expenses of preparing the audit of the Company’s financial statements contemplated by this Section 6.13, (y) the Sellers shall be responsible for the initial $25,000 in third party costs attributable to the Sellers’ compliance with this Section 6.13 and thereafter the Company shall be responsible for any additional third party costs in excess of such $25,000 that is attributable to the Sellers’ compliance with this Section 6.13; provided that the Sellers provide the Company with advance notice of the anticipated amount of such third party costs that the Sellers’ anticipate incurring in excess of the initial $25,000 and (z) time is of the essence for the purposes of the Sellers’ obligations arising under this Section 6.13. The Sellers shall be deemed not to be in breach of this Section 6.13 to the extent that the Sellers’ failure to comply with this Section 6.13 is as a result of a breach by the Acquiror and the Company of clause (x) of the preceding sentence.

Required Financial Statements. In recognition Following the Closing, Seller shall, and shall cause each of its Affiliates to, provide Purchaser, upon reasonable notice during normal business hours, and at Purchaser’s expense, with reasonable access to books and records and financial and operational data of the requirements for Company and the Company’s timely filing Subsidiaries relating to the period before Closing (but only to the extent not otherwise in the Company’s possession) in order to permit Purchaser to conduct a financial audit of certain the Company and the Company’s Subsidiaries in compliance with Regulation S‑X and produce (to the extent necessary) financial statements and financial and other information required to be included in, or required to facilitate the preparation of, pro forma or other financial statements (including applicable pro forma adjustments) or financial information required to be included in (i) tronc, Inc. (“Parent”) and/or its Affiliates filings with the SEC on Form 8‑K pursuant to Item 2.01 and 9.01 thereof and any financial statements required thereunder, in each case, in connection with the Contemplated Transactions (the “Form 8-K Information”), (ii) Parent’s other reports prepared pursuant to the Exchange Act and any financial statements required thereunder (the “Exchange Act Information”), and (iii) any registration statement under the Securities and Exchange CommissionAct prepared by Parent or any of its Affiliates, from and after including financial statements prepared in accordance with Rule 3-05 of Regulation S-X for all fiscal periods completed prior to the Closing DateDate and all financial information through the Closing Date reasonably necessary to reflect the Contemplated Transactions in Parent’s financial statements or to prepare pro forma financial statements reflecting the Contemplated Transactions (together with the Form 8‑K Information and the Exchange Act Information, the Sellers “Required Financial Information”). Purchaser shall ensure that such access does not unreasonably disrupt Seller’s business. For purposes of clarification, if financial statements covering different periods could constitute the Required Financial Information under the Exchange Act or the Securities Act and the rules and regulations promulgated thereunder, then Purchaser shall cause their Affiliates determine which such periods will constitute the Required Financial Statements for purposes of this Agreement. Seller shall provide to reasonably cooperate with the Acquiror Purchaser and its accountants and auditors on a timely basis and provide accounting advisors reasonably promptly such financial information readily available to the Acquiror and its accountants and auditors, during normal business hours and upon reasonable prior written notice access to such information, books and records Seller related to the Business, the Company and the Company’s Subsidiaries as the Acquiror Purchaser may reasonably request request, assuming such information is not otherwise in connection with the preparation by the Acquiror of historical financial statements related to the Business, the Company and the Company’s Subsidiaries as may be required to be included in any filing under the Securities Exchange Act of 1934 and the regulations promulgated thereunder, including Regulation S-X, to be reported on a current report on Form 8-K filed in connection with the transactions contemplated hereby and any other filing as may be required under applicable Law. Without limiting the foregoing, such cooperation shall include: (a) where appropriate, the signing of management representation letters as are required in connection with such audit and (b) as reasonably requested by the Acquiror, access, during normal business hours and upon reasonable prior written notice to appropriate individuals with knowledge of the historical financial information related to the Business, the Company and the Company’s Subsidiaries to allow for preparation of such financial statements. The Company and the Sellers acknowledge and agree that (x) the Acquiror and the Company shall be responsible for the costs and expenses of preparing the audit of the Company’s financial statements contemplated by this Section 6.13, (y) the Sellers shall be responsible for the initial $25,000 in third party costs attributable to the Sellers’ compliance with this Section 6.13 and thereafter the Company shall be responsible for any additional third party costs in excess of such $25,000 that is attributable to the Sellers’ compliance with this Section 6.13; provided that the Sellers provide the Company with advance notice of the anticipated amount of such third party costs that the Sellers’ anticipate incurring in excess of the initial $25,000 and (z) time is of the essence for the purposes of the Sellers’ obligations arising under this Section 6.13. The Sellers shall be deemed not to be in breach of this Section 6.13 to the extent that the Sellers’ failure to comply with this Section 6.13 is as a result of a breach by the Acquiror and the Company of clause (x) of the preceding sentencepossession.

Required Financial Statements. In recognition Purchaser has determined that it may be required to file the following financial statements of the Company in accordance with the requirements of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”) with respect to the transactions contemplated by this Agreement (the “Required Financial Statements”): (a) the audited balance sheet and audited statement of income, stockholders’ equity, and cash flows for the most recently completed fiscal year that has ended more than 90 days prior to the Closing Date; and (b) the unaudited balance sheets and the related unaudited statements of income and cash flows for the interim period from the date of the most recent such audited balance sheet through the end of the most recent quarterly period that has ended more than 40 days prior to the Closing Date (and in any event including such unaudited balance sheets and related unaudited statements of income and cash flows for the Company’s timely filing six months ended on June 30, 2018 and for the corresponding period of certain financial information the prior fiscal year. The Company shall use commercially reasonable efforts to provide to Purchaser the Required Financial Statements, together with the Securities unqualified audit report of the Company’s independent auditors thereon, meeting the requirements of Regulation S-X promulgated by the SEC and Exchange Commission, from all other accounting rules and after regulations of the Closing Date, the Sellers shall and shall cause their Affiliates SEC promulgated thereunder applicable to reasonably cooperate with the Acquiror and its accountants and auditors a Current Report on a timely basis and provide to the Acquiror and its accountants and auditors, during normal business hours and upon reasonable prior written notice access to such information, books and records Form 8-K filed by Purchaser related to the Business, the Company and the Company’s Subsidiaries as the Acquiror may reasonably request in connection with the preparation by the Acquiror of historical financial statements related to the Business, the Company and the Company’s Subsidiaries as may be required to be included in any filing transactions contemplated hereby under the Securities Exchange Act of 1934 1934, as amended, no later than 30 days after the Closing Date. The Company shall use commercially reasonable efforts to cooperate, and the regulations promulgated thereundershall direct its independent auditors to reasonably cooperate, including Regulation S-X, to be reported on a current report on Form 8-K filed with Purchaser in connection with the transactions contemplated hereby preparation of any pro forma financial statements that are derived in part from the Required Financial Statements and any other filing as may be required under applicable Law. Without limiting the foregoing, such cooperation shall include: (a) where appropriate, the signing of management representation letters as are required in connection provide Purchaser with such audit and (b) as reasonably requested by the Acquiror, access, during normal business hours and upon a reasonable prior written notice opportunity to appropriate individuals consult with knowledge of the historical financial information related to the Business, the Company and its Representatives, including its independent auditors, from time to time prior to the Company’s Subsidiaries Closing, with respect to allow for the progress of the preparation of such financial statementsRequired Financial Statements. The Company and Purchaser shall (i) promptly, upon request by the Sellers acknowledge and agree that (x) the Acquiror and Company, reimburse the Company shall be responsible for the costs all reasonable fees and expenses of preparing the audit disbursements of the Company’s independent auditors in connection with the preparation of the Required Financial Statements and pro forma financial statements contemplated incurred by this Section 6.13the Company, or (yii) if the Sellers Share Purchase is consummated, such fees and disbursements shall be responsible disregarded for the initial $25,000 in third party costs attributable to the Sellers’ compliance with this Section 6.13 and thereafter the Company shall be responsible for any additional third party costs in excess of such $25,000 that is attributable to the Sellers’ compliance with this Section 6.13; provided that the Sellers provide the Company with advance notice of the anticipated amount of such third party costs that the Sellers’ anticipate incurring in excess of the initial $25,000 and (z) time is of the essence for the purposes of the Sellers’ obligations arising under this Section 6.13. The Sellers shall be deemed not to be in breach of this Section 6.13 to the extent that the Sellers’ failure to comply with this Section 6.13 is as a result of a breach by the Acquiror and the Company of clause (x) calculation of the preceding sentencePurchase Price.

Required Financial Statements. In recognition of the requirements for the Company’s timely filing of certain financial information with the Securities and Exchange Commission, from and after the Closing Date, the Sellers shall and shall cause their Affiliates to reasonably cooperate with the Acquiror and its accountants and auditors on a timely basis and provide to the Acquiror and its accountants and auditors, during normal business hours and upon reasonable prior written notice access to such information, books and records 38 related to the Business, the Company and the Company’s Subsidiaries as the Acquiror may reasonably request in connection with the preparation by the Acquiror of historical financial statements related to the Business, the Company and the Company’s Subsidiaries as may be required to be included in any filing under the Securities Exchange Act of 1934 and the regulations promulgated thereunder, including Regulation S-X, to be reported on a current report on Form 8-K filed in connection with the transactions contemplated hereby and any other filing as may be required under applicable Law. Without limiting the foregoing, such cooperation shall include: (a) where appropriate, the signing of management representation letters as are required in connection with such audit and (b) as reasonably requested by the Acquiror, access, during normal business hours and upon reasonable prior written notice to appropriate individuals with knowledge of the historical financial information related to the Business, the Company and the Company’s Subsidiaries to allow for preparation of such financial statements. The Company and the Sellers acknowledge and agree that (x) the Acquiror and the Company shall be responsible for the costs and expenses of preparing the audit of the Company’s financial statements contemplated by this Section 6.13, (y) the Sellers shall be responsible for the initial $25,000 in third party costs attributable to the Sellers’ compliance with this Section 6.13 and thereafter the Company shall be responsible for any additional third party costs in excess of such $25,000 that is attributable to the Sellers’ compliance with this Section 6.13; provided that the Sellers provide the Company with advance notice of the anticipated amount of such third party costs that the Sellers’ anticipate incurring in excess of the initial $25,000 and (z) time is of the essence for the purposes of the Sellers’ obligations arising under this Section 6.13. The Sellers shall be deemed not to be in breach of this Section 6.13 to the extent that the Sellers’ failure to comply with this Section 6.13 is as a result of a breach by the Acquiror and the Company of clause (x) of the preceding sentence.. SECTION 6.14

Required Financial Statements. In recognition (a) The Company shall use commercially reasonable efforts to cause the following financial statements to be prepared and, subject to Section 5.11(e), delivered, to the Acquiror not later than 60 days after the date of this Agreement: (i) audited annual financial statements of the requirements Business for the year ended December 31, 2015 (the “Audited Financial Statements”), and (ii) unaudited financial statements of the Business for the six months ended June 30, 2016 and June 30, 2015 (collectively, the “Special Purpose Financial Statements”), in each case in accordance with and limited to the scope set forth in Schedule 5.11 attached hereto. The Company has engaged an internationally recognized accounting firm (the “Preparing Firm”) to assist with the preparation of the Special Purpose Financial Statements and the Additional Financial Statements, and has engaged another independent, internationally recognized accounting firm (the “Auditing Firm”) to conduct an audit of the Audited Financial Statements (and no audit, other than the audit of the Audited Financial Statements, shall be required pursuant to this Section 5.11). The Company’s timely filing of certain financial information with cooperation required herein shall include, to the Securities extent within its control and Exchange Commissionduring normal business hours, from and after the Closing Date, the Sellers shall and shall cause their Affiliates to reasonably cooperate with providing the Acquiror and its accountants the Preparing Firm and auditors on a timely basis and provide Auditing Firm with reasonable access to the Acquiror books, records and its accountants and auditors, during normal business hours and upon reasonable prior written notice access to such information, books and records related to the Business, other materials of the Company and the Company’s Subsidiaries as the Acquiror may reasonably request in connection with the preparation by the Acquiror of historical financial statements related to the Businesspersonnel of, the Company and the Company’s Subsidiaries as may be required to be included in any filing under the Securities Exchange Act of 1934 and the regulations promulgated thereunder, including Regulation S-X, to be reported on a current report on Form 8-K filed in connection with the transactions contemplated hereby and any other filing as may be required under applicable Law. Without limiting the foregoing, such cooperation shall include: (a) where appropriate, the signing of management representation letters as are required in connection with such audit and (b) as reasonably requested by the Acquiror, access, during normal business hours and upon reasonable prior written notice to appropriate individuals with knowledge of the historical financial information related relating to the BusinessBusiness as the Preparing Firm and Auditing Firm may reasonably request, in each case, in order to permit the Company timely completion of the Special Purpose Financial Statements and the Company’s Subsidiaries to allow for preparation of such financial statementsAdditional Financial Statements. The Company shall prepare the Special Purpose Financial Statements in accordance with the accounting principles attached hereto as Schedule 5.11 to this Agreement, and such accounting principles shall be the Sellers acknowledge and agree that (x) basis of the Acquiror and audit to be performed by the Auditing Firm. The Company shall be responsible for prepare the costs and expenses Additional Financial Statements in a manner consistent with the basis of preparing the audit of the Company’s financial statements contemplated by this Section 6.13, (y) the Sellers shall be responsible for the initial $25,000 presentation described in third party costs attributable to the Sellers’ compliance with this Section 6.13 and thereafter the Company shall be responsible for any additional third party costs in excess of such $25,000 that is attributable to the Sellers’ compliance with this Section 6.13Schedule 5.11; provided that it is understood and agreed that certain disclosures included in the Sellers provide the Company with advance notice of the anticipated amount of such third party costs that the Sellers’ anticipate incurring in excess of the initial $25,000 and (z) time is of the essence Special Purpose Financial Statements are not required for the purposes of the Sellers’ obligations arising under this Section 6.13. The Sellers shall be deemed not to be in breach of this Section 6.13 to the extent that the Sellers’ failure to comply with this Section 6.13 is as a result of a breach by the Acquiror and the Company of clause (x) of the preceding sentenceAdditional Financial Statements.