Separate Records/Financial Statements Sample Clauses

Separate Records/Financial Statements. (A) Buyer and its Affiliates shall maintain separate books and records for the Refinery in accordance with GAAP and in such detail as consistent with its existing refinery subsidiaries as to enable Seller to adequately audit the Refinery’s performance under the provisions of this Schedule 2.06 and the calculations required hereunder in accordance with Section 2.02(c)(ii) of this Schedule 2.06. (B) Buyer will promptly deliver to the Auditor copies of the annual audited consolidated financial statements and the quarterly unaudited consolidated financial statements of the Refinery, if applicable, delivered to any lender or any representative of any lender pursuant to the terms and provisions of any agreement or instrument governing or creating any material indebtedness of Buyer or any of its Affiliates but shall not otherwise be obligated to provide such financial statements to Seller otherwise. (C) Buyer shall deliver to Seller’s Receiving Representatives (defined below) within thirty (30) days after the end of each calendar quarter, Buyer’s good faith estimate of (1) the Annual Earn Out Amount for the applicable Annual Earn Out Period, and (2) any Annual Setoff Amount for the applicable Annual Earn Out Period. For the avoidance of doubt, Seller may use such information for purposes of quarterly impairment testing. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED BECAUSE SUCH INFORMATION (i) IS NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EXCLUDED INFORMATION HAS BEEN MARKED AT THE APPROPRIATE PLACES AS FOLLOWS: [*****].