SEC Financial Statements. (a) Seller shall obtain and deliver to Buyer by the date that is 70 days after the Closing, (i) audited financial statements for the Business for the year ended December 31, 2016 (the “Audited Financial Statements”), and (ii) unaudited year-to-date financial statements for the most recently completed quarterly period prior to Closing (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Rule 3-05 Financial Statements”). Seller shall reasonably cooperate with Buyer regarding other financial information relating to the Business that may be required in connection with any filing with the Securities and Exchange Commission (the “SEC”) by Buyer after the Closing.
SEC Financial Statements. The Shareholders shall have delivered (i) consolidated, audited balance sheets of the Company and its Subsidiaries as of the end of the two most recent fiscal years, (ii) a consolidated, unaudited balance sheet as of the end of the most recent quarter preceding the Closing, (iii) consolidated, audited statements of income and cash flows for each of the three fiscal years preceding the Closing, and (iv) consolidated, unaudited statements of income and cash flows for the interim period between the latest audited balance sheet date and the date of the balance sheet being provided pursuant to clause (ii), in each case meeting the requirements of the SEC that would be applicable to the Company as if its securities were registered under Section 12 of the SECURITIES AND EXCHANGE ACT OF 1934, as amended (collectively, the "SEC FINANCIAL STATEMENTS"). (n)
SEC Financial Statements. If Parent determines in good faith after consultation with Parent’s professional advisors that Parent would be required under the applicable Legal Requirements to file with the SEC audited annual financial statements of the Bayer Business (the “Audited Financial Statements”) for the periods specified by Rule 3-05 of Regulation S-X (any Audited Financial Statements, the “SEC Financial Statements”), then Parent shall provide written notice to Bayer of such determination at least seventy (70) days prior to the required filing date at the SEC, provided that such seventy day period will be reduced as necessary day for day from the required filing date at the SEC until the required data set forth on Schedule 9.16 has been received from Bayer to make such determination, and Bayer will deliver the SEC Financial Statements to Parent as soon as commercially practicable and no later than ten (10) days prior to the required filing date at the SEC. The SEC Financial Statements will be (a) prepared in accordance with the books and records of the Bayer Business, (b) prepared in accordance with Regulation S-X and GAAP, and (c) in the case of the Audited Financial Statements, accompanied by an opinion (the “Audit Opinion”) of PricewaterhouseCoopers LLP, Deloitte Touche Tohmatsu LLP, KPMG, LLP or Ernst & Young LLP (the “Independent Auditor”), which opinion complies with Regulation S-X. Bayer will use its commercially reasonable efforts to cause the Independent Auditor to provide to Parent the consents requested by Parent to permit the inclusion of the Audit Opinion with respect to the Audited Financial Statements in Parent’s reports and registration statements filed with the SEC for periods required under applicable Legal Requirements. Parent will reimburse Bayer for Bayer's reasonable costs (which will include the cost of any external support Bayer may utilize to assist or prepare the SEC Financial Statements).
SEC Financial Statements. The following financial information shall be delivered to Buyer in a timely manner:
SEC Financial Statements. (a) As soon as practicable after the date hereof, and in no event later than five (5) days before the Closing Date, Seller shall:
SEC Financial Statements. Seller acknowledges that Buyer may request Deloitte to audit (at Buyer's sole cost and expense) the consolidated balance sheet of the Company and the Subsidiaries as of December 30, 1995 and/or December 31, 1994 together with the related statements of income, stockholders equity and cash flows for the years then ended. In such event, Seller will reasonably cooperate with Buyer, will not impede such an audit and will not withhold consent to such an audit or to Buyer's use of such audited financial statements. All out-of-pocket costs related to such audit (including, without limitation, any costs or charges of Deloitte) shall be paid by Buyer.
SEC Financial Statements. Seller shall cooperate in good faith with the Buyer Parties in connection with the preparation by the Buyer Parties and its accountants of financial information and other financial disclosure of Buyer Parties relating to the transactions contemplated by this Agreement and the Combined Business, including without limitation, the Management's Discussion and Analysis of Financial Condition and Results of Operations disclosure required by Regulation S-K relating to the Combined Business ("MD&A"). Buyer will draft and have responsibility for preparing the MD&A, and Seller will support the preparation of the MD&A by providing information, explaining variances and reviewing drafts of this disclosure. Seller will provide to Buyer within the timeframes listed below unaudited balance sheets and statements of income (which shall include income statements that allocate to the applicable fiscal periods matters and adjustments that are typically only made at fiscal year end), shareholders' equity and cash flow of the Combined Business, including the notes thereto (collectively, the "Quarterly Financial Statements"): (a) for each fiscal 2005 quarter ended prior to the Closing Date (other than the quarter ended April 3, 2005, which is included in the Financial Statements), which financial statements shall be provided to Buyer no later than 40 days after the Closing Date, (b) for (i) the fourth fiscal quarter in the fiscal year ended December 28, 2003, and (ii) each of the four fiscal quarters in the fiscal year ended January 2, 2005, which financial statements shall be provided to Buyer no later than June 30, 2005, and (c) for the stub period from the end of the last fiscal 2005 quarter ended prior to the Closing Date to the Closing Date, which financial statements for such stub period shall include a balance sheet and income statement, without notes thereto, and which financial statements shall be provided to Buyer no later than 40 days after the Closing Date; provided that if the Closing occurs on or before June 30, 2005, Seller will provide Buyer with the financial information described in clauses (a) and (c) above by the earlier of (x) July 22, 2005 and (y) 40 days after the Closing Date. The Quarterly Financial Statements shall be prepared in a manner consistent with the Carve Out Audited Financial Statements. If at any time prior to seven (7) months after the Closing Date the Buyer Parties (in order to comply with the requirements of any Authority or Laws) or Buyer'...
SEC Financial Statements. Within sixty-five (65) days and seventy- ------------------------ three (73) days following the Closing Date, Seller shall deliver to Buyer, in draft form and final form, respectively, financial statements of Seller relating to the Business as at and for the periods ended as required in that certain letter, dated August 24, 1998, from the Securities and Exchange Commission (the "SEC") to Buyer in the form attached hereto as Exhibit F (the "SEC Financial --------- Statements"), all of which shall be prepared in accordance with GAAP, consistently applied, and fairly present, on an accrual basis, the financial condition of Seller relating to the Business, and the results of operations of the Business as at the relevant dates thereof and for the respective periods covered thereby.
SEC Financial Statements. Pentair acknowledges that Buyer is required to cause to be prepared audited financial statements of the Federal Division containing an unqualified report of the independent certified public accountants reviewing such statements as of December 31st of the applicable fiscal year(s) (the "Audited Financial Statements"), and interim unaudited financial statements (comparative, if required) for the Federal Division as of and for the interim period (which interim period end shall be a date within 135 days of the date of filing of such statement with the Securities and Exchange Commission) (the "Interim Unaudited Financial Statements") sufficient to meet the requirements of Rule 3-05 of Regulation S-X of the Securities and Exchange Commission. Pentair agrees that it shall (i) cooperate to the extent reasonably necessary in such preparation or review, and (ii) pay one-half of the fees and expenses of the independent certified public accountants in preparing such financial statement(s), up to a maximum of $45,000.
SEC Financial Statements. The Company shall make available to Parent the financial statements of the Company, and other information, as is required by the SEC in such reports Parent is required to file and shall cooperate with Parent in good faith in connection with such filings.
