Common use of Certain Financial Statements Clause in Contracts

Certain Financial Statements. (a) Prior to Closing, the Company shall use its reasonable best efforts to cause to be prepared at its sole cost and expense, and to deliver to the Buyer, (i) audited carve-out financial statements for the Company as of and for the fiscal years ended December 31, 2017 and December 31, 2016, audited by a nationally recognized, independent registered public accounting firm, (ii) either (x) if the Closing Date occurs prior to March 31, 2019, unaudited interim financial statements as of and for the nine (9)-month periods ended September 30, 2018 and September 30, 2017 (which, in the case of the financial statements for the period ended September 30, 2017, shall be prepared on a carve-out basis) or (y) if the Closing Date occurs on or after March 31, 2019, audited carve-out financial statements for the Company as of and for the fiscal year ended December 31, 2018, audited by a nationally recognized, independent registered public accounting firm, (iii) any other financial statements of the Company that Buyer reasonably determines are required in connection with the Merger by Item 9.01 of Form 8-K and Rule 3-05 of Regulation S-X of the SEC for a business acquisition required to be described in answer to Item 2.01 of Form 8-K and (iv) such other information of the Company as the Buyer may reasonably request in order for the Buyer to prepare the pro forma financial information that Buyer reasonably determines is required by Item 9.01 of Form 8-K. The financial statements described in the foregoing sentence shall (A) be prepared in accordance with GAAP, (B) comply with the requirements of Regulation S-K and Regulations S-X under the Securities Act that would apply to a registration statement of Buyer filed with the SEC on Form S-3 that is required to contain or incorporate by reference such financial statements pursuant to Section 3-05 of Regulation S-X and (C) fairly present the financial condition, results of operations, cash flows and changes in stockholders’ equity for the periods presented. (b) Prior to the Closing, the Company shall provide the Buyer with such additional information within the Company’s custody or control, including consents and reliance letters from the Company’s nationally recognized, independent registered public accounting firm, as the Buyer may reasonably request in order to comply with the requirements for financial statements included in registration statements or reports filed with the SEC.

Certain Financial Statements. Within twenty (a20) Prior to days following the Closing, the Company Seller shall use its reasonable best efforts to cause to be prepared at its sole cost and expense, and to deliver to Buyer the Buyer, (i) audited carve-out following financial statements for the Company as of and for the fiscal years ended December 31, 2017 and December 31, 2016, audited by a nationally recognized, independent registered public accounting firm, (ii) either (x) if the Closing Date occurs prior related notes to March 31, 2019, unaudited interim financial statements as of and for the nine (9)-month periods ended September 30, 2018 and September 30, 2017 (which, in the case of the financial statements for the period ended September 30, 2017, shall be prepared on a carve-out basis) or (y) if the Closing Date occurs on or after March 31, 2019, audited carve-out financial statements for the Company as of and for the fiscal year ended December 31, 2018, audited by a nationally recognized, independent registered public accounting firm, (iii) any other financial statements of the Company form that Buyer reasonably determines are required in connection complies with the Merger by requirements of Item 9.01 of Form 8-K and Rule 3-3- 05 of Regulation S-X of the SEC for a business acquisition required to be described in answer to Item 2.01 of Form 8-K and K: (ivi) such other information balance sheets of the Company Business as of March 31, 2017, December 31, 2016 and December 31, 2015, (ii) a statement of operations, comprehensive income/(loss), group equity and cash flows of the Buyer may reasonably request in order Business for the Buyer to prepare two (2) year period ended December 31, 2016 and (i) a statement of operations, comprehensive income/(loss), and cash flows of the pro forma financial information that Buyer reasonably determines is required by Item 9.01 of Form 8-K. The Business for the three (3) month periods ending March 31, 2017 and March 31, 2016. Such annual financial statements described in the foregoing sentence shall (A) be prepared in accordance with GAAP, (B) comply with the requirements of Regulation S-K and Regulations S-X under the Securities Act accompanied by an unqualified opinion from Seller’s independent accounting firm stating that would apply to a registration statement of Buyer filed with the SEC on Form S-3 that is required to contain or incorporate by reference such financial statements pursuant to Section 3-05 of Regulation S-X and (C) fairly present fairly, in all material respects, the consolidated financial conditionposition, as well as the consolidated results of operations, comprehensive income/(loss), equity and cash flows and changes in stockholders’ equity flows, of the Business for the annual periods presented. (b) Prior to covered by such financial statements, in conformity with GAAP. Such interim financial statements shall also be reviewed in accordance with AICPA standards by Seller’s independent accounting firm. The cost of preparing such financial statements shall be borne by Seller. Following the Closing, the Company Seller shall provide the Buyer with such additional information within the Company’s custody or controlinformation, including consents and reliance letters from the CompanySeller’s nationally recognized, independent registered public accounting firm, as the Buyer may reasonably request in order to comply with the requirements for financial statements included in registration Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q filed under the Exchange Act, as applicable. Seller acknowledges that Seller’s failure to deliver the financial statements or reports filed with required under this Section 5.18 within twenty (20) days following the SECClosing may adversely affect Buyer’s ability to perform its obligations under Section 5.15(a), and Seller hereby waives any claim that it may have under Section 5.15(a) to the extent that Buyer’s non-performance of its obligations thereunder result from Seller’s failure to deliver such financial statements.