Xxxxxxxx-Xxxxx and Securities and Exchange Commission Requirements. (a) The Parties acknowledge that accounting principles generally accepted in the United States of America (“GAAP”) and Securities and Exchange Commission (“SEC”) rules require Buyer and its independent auditor to evaluate whether Buyer must consolidate Seller’s financial information (but not financial information of Seller’s constituent members unless deemed to be included in the entity under GAAP). Buyer will require access to certain records, including but not limited to financial records, and personnel of Seller to determine if consolidated financial reporting is required. Such access will be provided to Buyer’s independent auditor and Buyer’s employees, accounting personnel, and other agents, who have a need to know for the purposes of making the determinations provided for herein. If Buyer and its independent auditor determine at any time that the Buyer must consolidate the Seller’s financial statements to comply with GAAP and/or SEC rules regarding consolidated financial reporting, Buyer shall require from Seller and Seller agrees to provide to Buyer’s independent auditor and Buyer’s employees, accounting personnel, and other agents, who have a need to know,, the following during the Term of this Agreement:
Xxxxxxxx-Xxxxx and Securities and Exchange Commission Requirements. The Parties acknowledge that accounting principles generally accepted in the United States of America (“GAAP”) and SEC rules require Buyer and its independent auditor to evaluate whether Buyer must consolidate Seller’s financial information (but not financial information of Seller’s constituent members unless deemed to be included in the entity under GAAP). Buyer will require access to certain records, including but not limited to financial records, and personnel of Seller to determine if consolidated financial reporting is required. If Buyer and its independent auditor determine at any time that the Buyer must consolidate the Seller’s financial statements to comply with GAAP and/or SEC rules regarding consolidated financial reporting, then: 43
