Common use of Seller Financial Information Clause in Contracts

Seller Financial Information. The Parties shall determine, through consultation and review with their respective independent registered public accounting firms, whether Buyer is required to consolidate Seller’s financial statements with Xxxxx’s financial statements for financial accounting purposes under Accounting Standards Codification (ASC) 810/Accounting Standards Update 2009-17, “Consolidation of Variable Interest Entities” (ASC 810), or future guidance issued by accounting profession governance bodies or the SEC that affects Buyer accounting treatment for this Agreement (the “Financial Consolidation Requirement”). If the Parties mutually agree that the Financial Consolidation Requirement is applicable, then: Within 20 days following the end of each year (for each year that such treatment is required), Seller shall deliver to Buyer unaudited financial statements and related footnotes of Seller as of the end of the year. It is permissible for Seller to use accruals and prior month’s estimates with true-up to actual activity, in subsequent periods, when preparing the unaudited financial statements. The annual financial statements should include quarter-to-date and yearly information. Buyer shall provide to Seller a checklist before the end of each year listing the items which Buyer believes are material to Buyer and required for this purpose, and Seller shall provide the information on the checklist, subject to the availability of data from Seller’s records. It is permissible for Seller to use accruals and prior month’s estimates with true-up to actual activity, in subsequent periods, when preparing the information on the checklist. If audited financial statements are prepared for Seller for the year, Seller shall provide such statements to Buyer within five Business Days after those statements are issued. Within 15 days following the end of each fiscal quarter (for each quarter that such treatment is required), Seller shall deliver to Buyer unaudited financial statements and related footnotes of Seller as of the end of the quarterly period. The financial statements should include quarter-to-date and year-to-date information. Buyer shall provide to Seller a checklist before the end of each quarter listing items which Buyer believes are material to Buyer and required for this purpose, and Seller shall provide the information on the checklist, subject to the availability of data from Seller’s records. It is permissible for Seller to use accruals and prior month’s estimates with true-up to actual activity, in subsequent periods, when preparing the unaudited financial statements. If Seller regularly prepares its financial data in accordance GAAP, the International Financial Reporting Standards (“IFRS”), or any successor to either of the foregoing (“Successor”), the financial information provided to Buyer shall be prepared in accordance with such principles. If Seller is not a SEC registrant and does not regularly prepare its financial data in accordance with GAAP, IFRS or Successor, the information provided to Buyer shall be prepared in a format consistent with Seller’s regularly applied accounting principles, e.g., the format that Seller uses to provide financial data to its auditor. If the Parties mutually agree that the Financial Consolidation Requirement is applicable, then promptly upon Notice from Buyer, Seller shall allow Xxxxx’s independent registered public accounting firm such access to Seller’s records and personnel, as reasonably required so that Buyer’s independent registered public accounting firm can conduct financial statement audits in accordance with the standards of the Public Company Accounting Oversight Board (United States), as well as internal control audits in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, as applicable. All expenses for the foregoing shall be borne by Xxxxx. If Buyer’s independent registered public accounting firm during or as a result of the audits permitted in this Section 3.20(c) determines a material weakness or significant deficiency, as defined by GAAP, IFRS or Successor, as applicable, exists in Seller’s internal controls over financial reporting, then within 90 days of Seller’s receipt of Notice from Buyer, Seller shall remediate any such material weakness or significant deficiency; provided, however, that Seller has the right to challenge the appropriateness of any determination of material weakness or significant deficiency. Seller’s true up to actual activity for yearly or quarterly information as provided herein shall not be evidence of material weakness or significant deficiency. Buyer shall treat Xxxxxx’s financial statements and other financial information provided under the terms of this Section 3.20 in strict confidence and, accordingly: Shall utilize such Seller financial information only for purposes of preparing, reviewing or certifying Buyer’s or any Buyer parent company financial statements, for making regulatory, tax or other filings required by law in which Buyer is required to demonstrate or certify its or any parent company’s financial condition or to obtain credit ratings; Shall make such Seller financial information available only to its officers, directors, employees or auditors who are responsible for preparing, reviewing or certifying Buyer’s or any Buyer parent company financial statements, to the SEC and the Public Company Accounting Oversight Board (United States) in connection with any oversight of Buyer’s or any Buyer parent company financial statement and to those Persons who are entitled to receive confidential information as identified in Sections 9.09(a)(vi) and 9.09(a)(vii); and Buyer shall ensure that its internal auditors and independent registered public accounting firm (1) treat as confidential any information disclosed to them by Buyer pursuant to this Section 3.20, (2) use such information solely for purposes of conducting the audits described in this Section 3.20, and (3) disclose any information received only to personnel responsible for conducting the audits. If the Parties mutually agree that the Financial Consolidation Requirement is applicable, then, within two Business Days following the occurrence of any event affecting Seller which Seller understands, during the Term, would require Buyer to disclose such event in a Form 8-K filing with the SEC, Seller shall provide to Buyer a Notice describing such event in sufficient detail to permit Buyer to make a Form 8-K filing. If, after consultation and review, the Parties do not agree on issues raised by Section 3.20(a), then such dispute shall be subject to review by another independent audit firm not associated with either Party’s respective independent registered public accounting firm, reasonably acceptable to both Parties. This third independent audit firm will render its recommendation on whether consolidation by Xxxxx is required. Based on this recommendation, Seller and Xxxxx shall mutually agree on how to resolve the dispute. If Seller fails to provide the data consistent with the mutually agreed upon resolution, Xxxxx may declare an Event of Default pursuant to Section 6.01. If Xxxxx’s independent audit firm, after the review by the third independent audit firm still determines that Buyer must consolidate, then Seller shall provide the financial information necessary to permit consolidation to Buyer; provided, however, that in addition to the protections in Section 3.20(d), such information shall be password protected and available only to those specific officers, directors, employees and auditors who are preparing and certifying the consolidated financial statements and not for any other purpose.

Seller Financial Information. The Parties shall determine, through consultation and review with their respective independent registered public accounting firms, whether Buyer is required to consolidate Seller’s financial statements with XxxxxBuyer’s financial statements for financial accounting purposes under Financial Accounting Standards Codification (ASC) 810/Accounting Standards Update 2009-17Standard Boards Interpretation No. 46(R), “Consolidation of Variable Interest Entities” (ASC 810), or future guidance issued by accounting profession governance bodies or the SEC that affects Buyer accounting treatment for this Agreement Agreement. If, as a result of this review (the “Financial Consolidation Requirement”or subsequent reviews as required). If , the Parties mutually determine that such consolidation is required for a given period, or in the event the Parties cannot agree that on whether consolidation is required, then the Financial Consolidation Requirement is applicable, then: Parties agree to the following provisions for such period. Within 20 thirty (30) days following the end of each year (for each year that such treatment is required)year, Seller shall deliver to Buyer in a format mutually agreeable to the Parties: (i) unaudited financial statements and together with related footnotes of Seller as of necessary to comply with GAAP, and (ii) a completed annual disclosure checklist with supporting financial schedules necessary for Buyer to prepare its annual filing with the end of the year. It is permissible for Seller to use accruals and prior month’s estimates with true-up to actual activity, in subsequent periods, when preparing the unaudited financial statements. The annual financial statements should include quarter-to-date and yearly informationSEC. Buyer shall will provide to Seller a such checklist before the end of each year listing the and include only items which Buyer believes are considered material to Buyer and required for this purpose, and Seller shall provide the information on the checklist, subject to the availability of data from Seller’s records. It is permissible for Seller to use accruals and prior month’s estimates with true-up to actual activity, in subsequent periods, when preparing the information on the checklistBuyer. If audited financial statements are prepared for Seller for the year, Seller shall provide such statements to Buyer within five Business Days after those statements are issued. Within 15 twenty (20) days following the end of each fiscal quarter (for each quarter that such treatment is required)calendar quarter, Seller shall deliver to Buyer in a format mutually agreeable to the Parties: (i) an unaudited financial statements and related footnotes condensed statement of Seller as of income for the end of the quarterly period. The financial statements should include quarter-to-date calendar quarter and year-to-date informationdate, (ii) an unaudited condensed statement of cash flows for the calendar quarter and year-to-date, (iii) an unaudited condensed balance sheet at the end of such calendar quarter, and (iv) a completed quarterly disclosure checklist with supporting financial schedules necessary for Buyer to prepare its quarterly filing with the United States Securities and Exchange Commission. Buyer shall will provide to Seller a such checklist before the end of each quarter listing and include only items which Buyer believes are considered material to Buyer and required for this purpose, and Buyer. Seller shall provide the information on the checklist, subject to the availability of data from Seller’s records. It is permissible for Seller to use accruals and prior month’s estimates with true-up to actual activity, in subsequent periods, when preparing the unaudited financial statements. If Seller regularly prepares prepare its financial data in accordance GAAP, the International Financial Reporting Standards (“IFRS”), or any successor statements to either of the foregoing (“Successor”), the financial information provided to Buyer shall be prepared delivered in accordance with such principles. If Seller is not a SEC registrant and does not regularly prepare its financial data this Section 3.20 in accordance with GAAP, IFRS or Successor, the information provided to Buyer shall be prepared in a format consistent with Seller’s regularly applied accounting principles, e.g., the format that Seller uses to provide financial data to its auditor. If the Parties mutually agree that the Financial Consolidation Requirement is applicable, then promptly Promptly upon Notice from Buyer, Seller shall allow XxxxxBuyer’s internal auditors and independent registered public accounting firm such reasonable access to Seller’s records and personnel, as reasonably required so that Buyer’s internal auditors and independent registered public accounting firm can conduct financial statement audits in accordance with the standards of the Public Company Accounting Oversight Board (United States), as well as internal control audits in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, as applicable. All expenses Buyer shall take reasonable steps to ensure that its internal auditors and independent registered public accounting firm (i) treat as confidential any information disclosed to them by Buyer pursuant to this Section 3.20(a)(iv), (ii) such information is used solely for purposes of conducting the foregoing audits described in this Section 3.20(a)(iv), (iii) disclose any information received only to personnel responsible for conducting the audits. Within 30 days of Seller’s receipt of Notice from Buyer, Seller shall be borne remediate any material deficiency in Seller’s internal controls of financial reporting identified by Xxxxx. If Buyer or Buyer’s independent registered public accounting firm during or as a result of the audits permitted in this Section 3.20(c) determines a material weakness or significant deficiency3.20(a)(iv), as defined by GAAP, IFRS or Successor, as applicable, exists in Seller’s internal controls over financial reporting, then within 90 days of Seller’s receipt of Notice from Buyer, Seller shall remediate any such material weakness or significant deficiency; provided, however, provided that Seller has the right to challenge the appropriateness of any determination of material weakness or significant deficiency. Seller’s true up to actual activity All reasonable expenses for yearly or quarterly information as provided herein the foregoing shall not be evidence of material weakness or significant deficiencyborne by Xxxxx. Buyer shall treat Xxxxxx’s financial statements and other financial information provided under the terms of this Section 3.20 in strict confidence and, accordingly: Shall utilize such Seller financial information only for purposes of preparing, reviewing or certifying Buyer’s or any Buyer parent company financial statements, for making regulatory, tax or other filings required by law in which Buyer is required to demonstrate or certify its or any parent company’s financial condition or to obtain credit ratings; Shall make such Seller financial information available only to its officers, directors, employees or auditors who are responsible for preparing, reviewing or certifying Buyer’s or any Buyer parent company financial statements, to the SEC and the Public Company Accounting Oversight Board (United States) in connection with any oversight of Buyer’s or any Buyer parent company financial statement and to those Persons who are entitled to receive confidential information as identified in Sections 9.09(a)(vi) and 9.09(a)(vii); and Buyer shall ensure that its internal auditors and independent registered public accounting firm (1) treat as confidential any information disclosed to them by Buyer pursuant to this Section 3.20, Within two (2) use such information solely for purposes of conducting the audits described in this Section 3.20, and (3) disclose any information received only to personnel responsible for conducting the audits. If the Parties mutually agree that the Financial Consolidation Requirement is applicable, then, within two Business Days following the occurrence of any event affecting Seller which Seller understands, during the Term, would require Buyer to disclose such event in a Form 8-K filing with the SEC, Seller shall provide to Buyer a Notice describing such event in sufficient detail to permit Buyer to make a Form 8-K filing. IfSuch items may include the following: Acquisition or disposition of a material amount of assets outside of the ordinary course of Seller’s business; Creation of a material “direct financial obligation” or “off-balance sheet financing arrangement”, after consultation as such terms are defined in Item 2.03 of the Form 8-K, as amended from time to time; Existence of “material legal proceedings”, as defined in Item 103 of Regulation S-K, as amended from time to time; and reviewEntry into, or termination of, a material contract upon which Seller’s business is substantially dependent and outside of the Parties do not agree on issues raised by Section 3.20(a), then such dispute shall be subject to review by another independent audit firm not associated with either Partyordinary course of Seller’s respective independent registered public accounting firm, reasonably acceptable to both Parties. This third independent audit firm will render its recommendation on whether consolidation by Xxxxx is required. Based on this recommendation, Seller and Xxxxx shall mutually agree on how to resolve the dispute. If Seller fails to provide the data consistent with the mutually agreed upon resolution, Xxxxx may declare an Event of Default pursuant to Section 6.01. If Xxxxx’s independent audit firm, after the review by the third independent audit firm still determines that Buyer must consolidate, then Seller shall provide the financial information necessary to permit consolidation to Buyer; provided, however, that in addition to the protections in Section 3.20(d), such information shall be password protected and available only to those specific officers, directors, employees and auditors who are preparing and certifying the consolidated financial statements and not for any other purposebusiness.

Seller Financial Information. The Parties shall determine, through consultation and review with their respective independent registered public accounting firms, whether Buyer is required to consolidate Seller’s financial statements with Xxxxx’s financial statements for financial accounting purposes under Accounting Standards Codification (ASC) 810/Accounting Standards Update 2009-17, “Consolidation of Variable Interest Entities” (ASC 810), or future guidance issued by accounting profession governance bodies or the SEC that affects Buyer accounting treatment for this Agreement (the “Financial Consolidation Requirement”). If the Parties mutually agree that the Financial Consolidation Requirement is applicable, then: Within 20 days following the end of each year (for each year that such treatment is required), Seller shall deliver to Buyer unaudited financial statements and related footnotes of Seller as of the end of the year. It is permissible for Seller to use accruals and prior month’s estimates with true-up to actual activity, in subsequent periods, when preparing the unaudited financial statements. The annual financial statements should include quarter-to-date and yearly information. Buyer shall provide to Seller a checklist before the end of each year listing the items which Buyer believes are material to Buyer and required for this purpose, and Seller shall provide the information on the checklist, subject to the availability of data from Seller’s records. It is permissible for Seller to use accruals and prior month’s estimates with true-up to actual activity, in subsequent periods, when preparing the information on the checklist. If audited financial statements are prepared for Seller for the year, Seller shall provide such statements to Buyer within five Business Days after those statements are issued. Within 15 days following the end of each fiscal quarter (for each quarter that such treatment is required), Seller shall deliver to Buyer unaudited financial statements and related footnotes of Seller as of the end of the quarterly period. The financial statements should include quarter-to-date and year-to-date information. Buyer shall provide to Seller a checklist before the end of each quarter listing items which Buyer believes are material to Buyer and required for this purpose, and Seller shall provide the information on the checklist, subject to the availability of data from Seller’s records. It is permissible for Seller to use accruals and prior month’s estimates with true-up to actual activity, in subsequent periods, when preparing the unaudited financial statements. If Seller regularly prepares its financial data in accordance GAAP, the International Financial Reporting Standards (“IFRS”), or any successor to either of the foregoing (“Successor”), the financial information provided to Buyer shall be prepared in accordance with such principles. If Seller is not a SEC registrant and does not regularly prepare its financial data in accordance with GAAP, IFRS or Successor, the information provided to Buyer shall be prepared in a format consistent with Seller’s regularly applied accounting principles, e.g., the format that Seller uses to provide financial data to its auditor. If the Parties mutually agree that the Financial Consolidation Requirement is applicable, then promptly upon Notice from Buyer, Seller shall allow Xxxxx’s independent registered public accounting firm such access to Seller’s records and personnel, as reasonably required so that Buyer’s independent registered public accounting firm can conduct financial statement audits in accordance with the standards of the Public Company Accounting Oversight Board (United States), as well as internal control audits in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, as applicable. All expenses for the foregoing shall be borne by Xxxxx. If Buyer’s independent registered public accounting firm during or as a result of the audits permitted in this Section 3.20(c) determines a material weakness or significant deficiency, as defined by GAAP, IFRS or Successor, as applicable, exists in Seller’s internal controls over financial reporting, then within 90 days of Seller’s receipt of Notice from Buyer, Seller shall remediate any such material weakness or significant deficiency; provided, however, that Seller has the right to challenge the appropriateness of any determination of material weakness or significant deficiency. Seller’s true up to actual activity for yearly or quarterly information as provided herein shall not be evidence of material weakness or significant deficiency. Buyer shall treat Xxxxxx’s financial statements and other financial information provided under the terms of this Section 3.20 in strict confidence and, accordingly: Shall utilize such Seller financial information only for purposes of preparing, reviewing or certifying Buyer’s or any Buyer parent company financial statements, for making regulatory, tax or other filings required by law in which Buyer is required to demonstrate or certify its or any parent company’s financial condition or to obtain credit ratings; Shall make such Seller financial information available only to its officers, directors, employees or auditors who are responsible for preparing, reviewing or certifying Buyer’s or any Buyer parent company financial statements, to the SEC and the Public Company Accounting Oversight Board (United States) in connection with any oversight of Buyer’s or any Buyer parent company financial statement and to those Persons who are entitled to receive confidential information as identified in Sections 9.09(a)(vi9.10(a)(vi) and 9.09(a)(vii9.10(a)(vii); and Buyer shall ensure that its internal auditors and independent registered public accounting firm (1) treat as confidential any information disclosed to them by Buyer pursuant to this Section 3.20, (2) use such information solely for purposes of conducting the audits described in this Section 3.20, and (3) disclose any information received only to personnel responsible for conducting the audits. If the Parties mutually agree that the Financial Consolidation Requirement is applicable, then, within two Business Days following the occurrence of any event affecting Seller which Seller understands, during the Term, would require Buyer to disclose such event in a Form 8-K filing with the SEC, Seller shall provide to Buyer a Notice describing such event in sufficient detail to permit Buyer to make a Form 8-K filing. If, after consultation and review, the Parties do not agree on issues raised by Section 3.20(a), then such dispute shall be subject to review by another independent audit firm not associated with either Party’s respective independent registered public accounting firm, reasonably acceptable to both Parties. This third independent audit firm will render its recommendation on whether consolidation by Xxxxx is required. Based on this recommendation, Seller and Xxxxx shall mutually agree on how to resolve the dispute. If Seller fails to provide the data consistent with the mutually agreed upon resolution, Xxxxx may declare an Event of Default pursuant to Section 6.01. If Xxxxx’s independent audit firm, after the review by the third independent audit firm still determines that Buyer must consolidate, then Seller shall provide the financial information necessary to permit consolidation to Buyer; provided, however, that in addition to the protections in Section 3.20(d), such information shall be password protected and available only to those specific officers, directors, employees and auditors who are preparing and certifying the consolidated financial statements and not for any other purpose.