Common use of Additional Financial Statements Clause in Contracts

Additional Financial Statements. If required by the Securities Act, so long as the out-of-pocket costs and expenses of the Company in connection therewith are included in Reimbursable Costs, promptly upon request of Purchaser at any time prior to the earlier of the Closing and termination of this Agreement, (a) the Company shall request that KPMG LLP (“KPMG”), its independent accountants, prepare consolidated balance sheets and statements of income, cash flows and results of operations (the “Additional Financial Statements”) for the Company (and any and all documents and consents related thereto) which comply with Regulation S-X under the Securities Act, for inclusion in any registration statement or other public filing of Purchaser or any Affiliate of Purchaser under the Securities Act or the Exchange Act, and any other offering circular or document used by Purchaser or any Affiliate of Purchaser in any other offering of securities, whether public or private, (b) the Company shall use its commercially reasonable efforts to cause KPMG to cooperate with Purchaser in connection with the foregoing (including, without limitation, using commercially reasonable efforts to cause KPMG to deliver so-called “comfort letters,” written consents and representation letters relating to the foregoing). Without limiting the generality of the foregoing, the Company agrees that, upon reasonable notice from Purchaser at any time prior to the earlier of the Closing and termination of this Agreement, it will (y) consent to the use of such Additional Financial Statements in any such registration statement, document or circular and (z) execute and deliver, and cause its officers to execute and deliver (if required), such “representation” letters as are customarily delivered in connection with audits and as KPMG and Purchaser’s independent accountants may reasonably request under the circumstances. Purchaser shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective officers, employees, representatives and advisors, including legal and accounting, from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with compliance with this Section 6.12 and any information utilized in connection therewith; provided, however, the foregoing shall not be deemed to limit any rights to indemnification any of the parties hereto may have pursuant to Article IX herein.

Additional Financial Statements. If required by the Securities Act, so long as the out-of-pocket costs and expenses of the Company in connection therewith are included in Reimbursable Costs, promptly upon request of Purchaser at any time prior to the earlier of the Closing and termination of this Agreement, (a) the Company shall request that KPMG LLP (“KPMG”), its independent accountants, prepare consolidated balance sheets and statements of income, cash flows and results of operations (the “Additional Financial Statements”) for the Company (and any and all documents and consents related thereto) which comply with Regulation S-X under the Securities Act, for inclusion in any registration statement or other public filing of Purchaser or any Affiliate of Purchaser under the Securities Act or the Exchange Act, and any other offering circular or document used by Purchaser or any Affiliate of Purchaser in any other offering of securities, whether public or private, (b) the Company shall use its commercially reasonable efforts to cause KPMG to cooperate with Purchaser in connection with the foregoing (including, without limitation, using commercially reasonable efforts to cause KPMG to deliver so-called “comfort letters,” written consents and representation letters relating to the foregoing). Without limiting the generality of the foregoing, the Company agrees that, upon reasonable notice from Purchaser at any time prior to the earlier of the Closing and termination of this Agreement, it will (y) consent to the use of such Additional Financial Statements in any such registration statement, document or circular and (z) execute and deliver, and cause its officers to execute and deliver (if required), such “representation” letters as are customarily delivered in connection with audits and as KPMG and Purchaser’s independent accountants may reasonably request under the circumstances. Purchaser shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective officers, employees, representatives and advisors, including legal and accounting, from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with compliance with this Section 6.12 6.11 and any information utilized in connection therewith; provided, however, the foregoing shall not be deemed to limit any rights to indemnification any of the parties hereto may have pursuant to Article IX herein.

Additional Financial Statements. If required by Without intending to limit the Securities Actgenerality of Section 5.2, so long as the out-of-pocket costs and expenses of the Company in connection therewith are included in Reimbursable Costs, promptly upon request of Purchaser at any time prior Seller (i) shall use its reasonable best efforts to the earlier of the Closing and termination of this Agreement, (a) the Company shall request that KPMG LLP (“KPMG”), its independent accountants, prepare consolidated balance sheets and supply financial statements of income, cash flows and results of operations (the “Additional Financial Statements”) for the Company Business (and any and all documents and consents related thereto) which comply with Regulation S-X under the Securities ActAct of 1933, as amended, and the applicable published rules and regulations thereunder for inclusion in any registration statement or other public filing of Purchaser or any Affiliate of Purchaser IMI under the Securities Act or of 1933, as amended, and the Securities Exchange ActAct of 1934, as amended, and the applicable published rules and regulations thereunder, and any other offering circular or document used by Purchaser or any Affiliate of Purchaser IMI in any other offering of securities, whether public or private, (bii) the Company shall use its commercially reasonable best efforts to cause KPMG Seller's independent accountants to cooperate with Purchaser IMI in connection with the foregoing (including, without limitation, using commercially reasonable best efforts to cause KPMG such independent accountants to deliver so-called “"comfort letters,” " written consents and representation letters relating to the foregoing), and (iii) shall engage its independent accountants to perform a quarterly review of the Seller's financial statements for the first quarter of fiscal 2000 in accordance with Statements on Auditing Standards No. 71; PROVIDED, HOWEVER, that Buyer shall reimburse Seller for its reasonable out-of-pocket expenses incurred in connection with its compliance with this Section 5.3; PROVIDED FURTHER that such reimbursement obligation shall not extend to any services that would ordinarily be provided by such accountants to Seller. The Seller shall complete and deliver its December 31, 1999 audited financial statements to the Buyer on or before April 15, 2000. Without limiting the generality of the foregoing, the Company Seller agrees that, upon reasonable notice from Purchaser at any time prior to the earlier of the Closing and termination of this Agreement, that it will (yi) consent to the use of such Additional Financial Statements audited financial statements in any such registration statement, document or circular and (zii) execute and deliver, and cause its officers to execute and deliver (if required)deliver, such “"representation” " letters as are customarily delivered in connection with audits and as KPMG Seller's and Purchaser’s IMI's independent accountants may reasonably request under the circumstances. Purchaser shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective officers, employees, representatives and advisors, including legal and accounting, from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with compliance with this Section 6.12 and any information utilized in connection therewith; provided, however, the foregoing shall not be deemed to limit any rights to indemnification any of the parties hereto may have pursuant to Article IX herein.

Additional Financial Statements. If required by the Securities Act, so long as the out-of-pocket costs and expenses of the Company in connection therewith are included in Reimbursable Costs, promptly upon request of Purchaser at any time prior to the earlier of the Closing and termination of this Agreement, (a) Prior to the Company Closing, Thomson Learning shall (i) provide such information, assistance and cooperation as SkillSoft PLC may reasonably request that KPMG LLP (“KPMG”)in connection with any offering, its independent accountants, prepare consolidated balance sheets and statements of income, cash flows and results of operations (the “Additional Financial Statements”) for the Company (and any and all documents and consents related thereto) which comply with Regulation S-X financing or Buyer filings under the Securities Exchange Act, for inclusion in any including, without limitation, assisting with the preparation of information packages, Rule 144A offering memoranda, prospectuses and registration statement or other public filing of Purchaser or any Affiliate of Purchaser statements filed under the Securities Act or and reports under the Exchange Act, and any other offering circular or document used by Purchaser or any Affiliate of Purchaser in any other offering of securities, whether public or privateSecurities Act (the "Public Filings"), (bii) reasonably cooperate with SkillSoft PLC so SkillSoft PLC can obtain information sufficient for SkillSoft PLC to comply with the Company shall requirements for the Management's Discussion and Analysis portion of the Public Filings, (iii) use its commercially reasonable efforts to cause KPMG the officers of the Sellers or senior executives of the Business to execute any reasonably necessary officers' certificates or management representation letters to the Sellers' accountants to issue unqualified reports with respect to the financial statements to be included in any Public Filings, (iv) upon reasonable prior notice, use commercially reasonable efforts to make senior management and other representatives of Thomson Learning or the Business available to participate in the preparation of any Public Filings or related materials and (v) request from the present and former independent accountants of Thomson Learning that they (A) cooperate with Purchaser and assist SkillSoft PLC in preparing financial statements with respect to the Business for inclusion by SkillSoft PLC in the Public Filings, including in compliance with the applicable provisions of Regulation S-X, Form 8-K and Form S-3, (B) participate in drafting sessions related to the preparation of the Public Filings, (C) make work papers available to SkillSoft PLC and its representatives (subject to Buyer entering into any agreements reasonably required or requested by the accountants in connection with the foregoing (including, without limitation, using commercially reasonable efforts to cause KPMG to deliver so-called “comfort letters,” written consents and representation letters relating to the foregoing). Without limiting the generality of the foregoing, the Company agrees that, upon reasonable notice from Purchaser at any time prior to the earlier of the Closing and termination of this Agreement, it will (y) consent to the use provision of such Additional Financial Statements in any such registration statement, document or circular and (z) execute and deliver, and cause its officers to execute and deliver (if requiredwork papers), such “representation” letters as are customarily delivered (D) deliver "comfort-letters" in customary form in connection with audits any offering or financing, and as KPMG and Purchaser’s independent accountants may reasonably request under (E) deliver consents to the circumstances. Purchaser shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective officers, employees, representatives and advisors, including legal and accounting, from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any inclusion of them financial statements required in connection with compliance any Public Filing. (b) Prior to Closing, Thomson Learning shall deliver to SkillSoft PLC historical financial statements for the Business for the fiscal year 2006 and, if applicable, for the relevant quarterly periods of 2007 in a form that complies with what is required by Item 9.01 of Form 8-K and Regulation S-X of the SEC for a business acquisition required to be described in answer to Item 2.01 of Form 8-K, including information required in order for SkillSoft PLC to prepare the pro forma financial information required by Item 9.01 of Form 8-K. The historical financial statements for the Business for the fiscal year 2006 shall be accompanied by an unqualified report from Thomson Learning's independent registered accounting firm stating to the effect that such financial statements present fairly, in all material respects, the combined financial position of the Business, as well as the combined results of operations and cash flows, for each of the periods covered by the such financial statements, in conformity with GAAP. (c) Not later than forty (40) days after the completion of each fiscal quarter of Thomson Learning that occurs during the period from the date of this Section 6.12 and Agreement through the Closing Date (other than the quarter ending December 31, 2006), Thomson Learning shall deliver to SkillSoft PLC quarterly financial statements for the Business (together with any information utilized required notes) in connection therewitha form that Thomson Learning prepares for internal financial reporting ; provided, however, that Thomson Learning shall provide SkillSoft PLC with such additional information as SkillSoft PLC may reasonably request in order to comply with the foregoing requirements for financial statements included in Quarterly Reports on Form 10-Q filed under the Exchange Act. (d) On or prior to March 31, 2007, Thomson Learning shall not deliver to SkillSoft PLC the Audited Financial Statements. The Audited Financial Statements shall be deemed accompanied by an unqualified report from Thomson Learning's independent registered accounting firm stating to limit any rights to indemnification any the effect that the Audited Financial Statements present fairly, in all material respects, the combined financial position of the parties hereto may have pursuant to Article IX hereinBusiness, as well as the combined results of operations and cash flows, for each of the periods covered by the Audited Financial Statements, in conformity with GAAP.

Additional Financial Statements. If required by the Securities Act, so long as the out-of-pocket costs and expenses of the Company in connection therewith are included in Reimbursable Costs, promptly upon request of Purchaser at any time prior to the earlier of the Closing and termination of this Agreement, (a) Sellers shall deliver to Purchaser promptly after available (and, in any event, at the Company same time as such items are first delivered to any of the Lenders) copies of all monthly and quarterly financial statements relating to the Business that may be prepared by the Sellers during the period from the date of this Agreement to the Closing Date. All financial statements delivered pursuant to this Section shall request that KPMG LLP (“KPMG”)be in accordance with the books and records of the Business, its independent accountantsshall be prepared in accordance with GAAP applied on a basis consistent with the Financial Statements, prepare consolidated balance sheets and statements of income, cash flows shall fairly present the financial position and results of operations (of the “Additional Financial Statements”) Business as at the dates and for the Company periods indicated. Sellers shall promptly furnish to Purchaser any other information concerning the financial and operating condition of the Business that Purchaser from time to time may reasonably request. (b) Sellers shall cooperate with Purchaser in a timely manner as reasonably requested by Purchaser in connection with (i) Purchaser’s preparation of historical financial statements and any and all documents and consents related thereto) which comply with pro forma financial information involving the Business to the extent required pursuant to Regulation S-X under promulgated by the U.S. Securities Actand Exchange Commission, for inclusion in any registration statement or other public and (ii) the timely filing of Purchaser or any Affiliate of Purchaser other financial statements and pro forma financial information with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Securities Exchange ActAct of 1934, as amended, and for any other offering circular or document used securities offerings by Purchaser or its Affiliates for which such financial information is reasonably necessary, in each case including (A) permitting Purchaser to use any Affiliate audited or unaudited financial statements of Purchaser in any other offering of securities, whether public or privatethe Sellers available, (bB) facilitating the Company shall use its commercially reasonable efforts to cause KPMG to cooperate delivery from the Sellers’ or Purchaser’s independent public accountants, as applicable, of relevant comfort letters necessary or advisable in connection with Purchaser the foregoing, (C) facilitating the delivery from the Sellers’ independent public accountants of relevant consent letters necessary in connection with the foregoing and (includingD) if any requested financial statements are not available, without limitation, using commercially reasonable efforts to cause KPMG to deliver so-called “comfort letters,” written consents assisting Purchaser and representation letters relating to its independent public accountants in the foregoing). Without limiting the generality of the foregoing, the Company agrees that, upon reasonable notice from Purchaser at any time prior to the earlier of the Closing and termination of this Agreement, it will (y) consent to the use preparation of such Additional Financial Statements in any such registration statement, document or circular and (z) execute and deliver, and cause its officers to execute and deliver (if required), such “representation” letters as are customarily delivered in connection with audits and as KPMG and Purchaser’s independent accountants may reasonably request under the circumstances. Purchaser shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective officers, employees, representatives and advisors, including legal and accounting, from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with compliance with this Section 6.12 and any information utilized in connection therewith; provided, however, the foregoing shall not be deemed to limit any rights to indemnification any of the parties hereto may have pursuant to Article IX hereinfinancial statements.