Common use of COOPERATION IN PREPARATION OF REGISTRATION STATEMENT Clause in Contracts

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The Company and the Stockholders shall furnish or cause to be furnished to IES and the Underwriters all of the information concerning the Company and the Stockholders required for inclusion in, and will cooperate with IES and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The parties hereto agree that the disclosure of information with respect to the Company and its Stockholders in the Registration Statement and while marketing the securities of IES in the IPO shall not be a violation of any confidentiality agreement, including Article 14 of this Agreement, among the parties hereto or their officers or stockholders. The Company and the Stockholders agree promptly to advise IES if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, they discover that any information contained in the prospectus concerning the Company or the Stockholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. Subject to the Company's right to review and approve such information in the Registration Statement set forth in Section 5.33 above, only insofar as the information relates solely to the Company or the Stockholders and is provided by them to IES specifically for inclusion in the Registration Statement, the Company represents and warrants as to such information with respect to itself, and each Stockholder represents and warrants, as to such information with respect to the Company and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The Company and the Stockholders shall furnish or cause to be furnished to IES Pentacon and the Underwriters all of the information concerning the Company and the Stockholders reasonably required for inclusion in, and will cooperate with IES Pentacon and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The parties hereto agree , except that the disclosure cost of information with respect to the Company and its Stockholders in the Registration Statement and while marketing the securities of IES in the IPO shall not be a violation preparation of any confidentiality agreement, including Article 14 of this Agreement, among the parties hereto or their officers or stockholderssuch audited and unaudited Financial Statements shall be borne by Pentacon). The Company and the Stockholders agree promptly to advise IES Pentacon if at any time during the period in which a prospectus relating to the offering IPO is required to be delivered under the 1933 Securities Act, they discover that any information contained in the prospectus concerning the Company or the Stockholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. Subject to the Company's right to review and approve such information in the Registration Statement set forth in Section 5.33 above, only insofar Insofar as the information relates solely to the Company or the Stockholders and is provided by them to IES specifically for inclusion in the Registration StatementStockholders, the Company represents and warrants as to such information with respect to itself, and each Stockholder represents and warrants, as to such information with respect to the Company and himself or herself, severally, but not jointly, that the information expressly provided for inclusion in the Registration Statement or otherwise confirmed in writing by such Stockholder will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The Company and the U.S. Stockholders shall furnish or cause to be furnished to IES Healthworld and the Underwriters all of the information concerning the Company Companies and the U.S. Stockholders required for inclusion in, and will cooperate with IES Healthworld and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The parties hereto agree that the disclosure of information with respect to the Company and its Stockholders in the Registration Statement and while marketing the securities of IES in the IPO shall not be a violation of any confidentiality agreement, including Article 14 of this Agreement, among the parties hereto or their officers or stockholders. The Company and the U.S. Stockholders agree promptly to advise IES Healthworld if at any time during the period in which a prospectus relating to the offering IPO is required to be delivered under the 1933 Act, they discover that any information contained in the prospectus concerning the Company Companies or the U.S. Stockholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. Subject to the Company's right to review and approve such information in the Registration Statement set forth in Section 5.33 above, only insofar Insofar as the information relates solely to each respective U.S. Stockholder and the Company or the Stockholders and is provided Companies respectively owned by them to IES specifically for inclusion in the Registration Statementthem, the Company represents and warrants as to such information with respect to itself, and each U.S. Stockholder represents and warrants, as to such information with respect to the such Company and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading; provided, however, that the U.S. Stockholders shall not have responsibility for any such inclusions or omissions to the extent they relate to the U.K. Company or any of its subsidiaries and do not relate to the U.S. Companies. 8 Conditions Precedent to Obligations of U.S. Stockholders. The obligations of the U.S. Stockholders with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The Company and the Stockholders shall furnish or cause to be furnished to IES Clarant and the Underwriters all of the information concerning the Company and the Stockholders required requested by Clarant or the Underwriters for inclusion in, and will cooperate with IES Clarant and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The parties hereto agree that the disclosure of information with respect to the Company and its Stockholders in the Registration Statement and while marketing the securities of IES in the IPO shall not be a violation of any confidentiality agreement, including Article 14 of this Agreement, among the parties hereto or their officers or stockholders. The Company and the Stockholders agree promptly to advise IES Clarant if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, they discover that any information contained in the prospectus concerning the Company or the Stockholders becomes incorrect contains any untrue statement of a material fact or incomplete in any omits to state a material respectfact required to be stated therein or necessary to make the statements therein not misleading, and to provide the information needed to correct such inaccuracy. Subject to the Company's right to review and approve such information in the Registration Statement set forth in Section 5.33 above, only insofar Insofar as the information relates solely to the Company or the Stockholders and is provided by them to IES specifically for inclusion in the Registration StatementStockholders, the Company represents and warrants as to such information with respect to itselfitself and its Subsidiaries, and each Stockholder represents and warrants, as to such information with respect to the Company and himself or herself, that the Registration Statement at its effective date, at the date of the final Prospectus, each preliminary prospectus and each amendment to the Registration Statement, and at each closing date with respect to the IPO under the Underwriting Agreement (including with respect to any over-allotment option) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The Company and the Stockholders Stockholder shall furnish or cause to be furnished to IES Pentacon and the Underwriters all of the information concerning the Company and the Stockholders Stockholder reasonably required for inclusion in, and will cooperate with IES Pentacon and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The parties hereto agree , except that the disclosure cost of information with respect to the Company and its Stockholders in the Registration Statement and while marketing the securities of IES in the IPO shall not be a violation preparation of any confidentiality agreement, including Article 14 of this Agreement, among the parties hereto or their officers or stockholderssuch audited and unaudited Financial Statements shall be borne by Pentacon). The Company and the Stockholders Stockholder agree promptly to advise IES Pentacon if at any time during the period in which a prospectus relating to the offering IPO is required to be delivered under the 1933 Securities Act, they discover that any information contained in the prospectus concerning the Company or the Stockholders Stockholder becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. Subject to the Company's right to review and approve such information in the Registration Statement set forth in Section 5.33 above, only insofar Insofar as the information relates solely to the Company or the Stockholders and is provided by them to IES specifically for inclusion in the Registration StatementStockholder, the Company represents and warrants as to such information with respect to itself, and each Stockholder represents and warrants, as to such information with respect to the Company and himself or herself, severally, but not jointly, that the information expressly provided for inclusion in the Registration Statement or otherwise confirmed in writing by such Stockholder will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The Company and the Stockholders shall furnish or cause to be furnished to IES Clarant and the Underwriters all of the information concerning the Company and the Stockholders required requested by Clarant or the Underwriters for inclusion in, and will cooperate with IES Clarant and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The parties hereto agree that the disclosure of information with respect to the Company and its Stockholders in the Registration Statement and while marketing the securities of IES in the IPO shall not be a violation of any confidentiality agreement, including Article 14 of this Agreement, among the parties hereto or their officers or stockholders. The Company and the Stockholders agree promptly to advise IES Clarant if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, they discover that any information contained in the prospectus concerning the Company or the Stockholders becomes incorrect contains any untrue statement of a material fact or incomplete in any omits to state a material respectfact required to be stated therein or necessary to make the statements therein not misleading, and to provide the information needed to correct such inaccuracy. Subject to the Company's right to review and approve such information in the Registration Statement set forth in Section 5.33 above, only insofar Insofar as the information relates solely to the Company or the Stockholders and is provided by them to IES specifically for inclusion in the Registration StatementStockholders, the Company represents and warrants as to such information with respect to itselfitself and any Subsidiaries, and each Stockholder represents and warrants, as to such information with respect to the Company and himself or herself, that the Registration Statement at its effective date, at the date of the final Prospectus, each preliminary prospectus and each amendment to the Registration Statement, and at each closing date with respect to the IPO under the Underwriting Agreement (including with respect to any over-allotment option) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The Company and the Stockholders shall furnish or cause to be furnished to IES Clarant and the Underwriters all of the information concerning the Company and the Stockholders or such other stockholders of the Company requested by Clarant or required by the Underwriters for inclusion in, and will cooperate with IES Clarant and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The parties hereto agree that the disclosure of information with respect to the Company and its Stockholders in the Registration Statement and while marketing the securities of IES in the IPO shall not be a violation of any confidentiality agreement, including Article 14 of this Agreement, among the parties hereto or their officers or stockholders. The Company and the Stockholders agree promptly to advise IES Clarant if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, they discover that any information contained in the prospectus concerning the Company or the Stockholders becomes incorrect contains any untrue statement of a material fact or incomplete in any omits to state a material respectfact required to be stated therein or necessary to make the statements therein not misleading, and to provide the information needed to correct such inaccuracy. Subject to the Company's right to review and approve such information in the Registration Statement set forth in Section 5.33 above, only insofar Insofar as the information relates solely to the Company or the Stockholders and is provided by them to IES specifically for inclusion in the Registration StatementStockholders, the Company represents and warrants as to such information with respect to itselfitself and its Subsidiaries, and each Stockholder represents and warrants, as to such information with respect to the Company and himself or herself, that the Registration Statement at its effective date, at the date of the final Prospectus, each preliminary prospectus and each amendment to the Registration Statement, and at each closing date with respect to the IPO under the Underwriting Agreement (including with respect to any over-allotment option) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The Company and the Stockholders Members shall furnish or cause to be furnished to IES Clarant and the Underwriters all of the information concerning the Company and the Stockholders required Members requested by Clarant or the Underwriters for inclusion in, and will cooperate with IES Clarant and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The parties hereto agree that the disclosure of information with respect to the Company and its Stockholders in the Registration Statement and while marketing the securities of IES in the IPO shall not be a violation of any confidentiality agreement, including Article 14 of this Agreement, among the parties hereto or their officers or stockholders. The Company and the Stockholders Members agree promptly to advise IES Clarant if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, they discover that any information contained in the prospectus concerning the Company or the Stockholders becomes incorrect Members contains any untrue statement of a material fact or incomplete in any omits to state a material respectfact required to be stated therein or necessary to make the statements therein not misleading, and to provide the information needed to correct such inaccuracy. Subject to the Company's right to review and approve such information in the Registration Statement set forth in Section 5.33 above, only insofar Insofar as the information relates solely to the Company or the Stockholders and is provided by them to IES specifically for inclusion in the Registration StatementMembers, the Company represents and warrants as to such information with respect to itselfitself , and each Stockholder Member represents and warrants, as to such information with respect to the Company and himself or herself, that the Registration Statement at its effective date, at the date of the final Prospectus, each preliminary prospectus and each amendment to the Registration Statement, and at each closing date with respect to the IPO under the Underwriting Agreement (including with respect to any over-allotment option) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The Company and the Stockholders Members shall furnish or cause to be furnished to IES Clarant and the Underwriters all of the information concerning the Company and the Stockholders required Members requested by Clarant or the Underwriters for inclusion in, and will cooperate with IES Clarant and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The parties hereto agree that the disclosure of information with respect to the Company and its Stockholders in the Registration Statement and while marketing the securities of IES in the IPO shall not be a violation of any confidentiality agreement, including Article 14 of this Agreement, among the parties hereto or their officers or stockholders. The Company and the Stockholders Members agree promptly to advise IES Clarant if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, they discover that any information contained in the prospectus concerning the Company or the Stockholders becomes incorrect Members contains any untrue statement of a material fact or incomplete in any omits to state a material respectfact required to be stated therein or necessary to make the statements therein not misleading, and to provide the information needed to correct such inaccuracy. Subject to the Company's right to review and approve such information in the Registration Statement set forth in Section 5.33 above, only insofar Insofar as the information relates solely to the Company or the Stockholders and is provided by them to IES specifically for inclusion in the Registration StatementMembers, the Company represents and warrants as to such information with respect to itselfitself and any Subsidiaries, and each Stockholder Member represents and warrants, as to such information with respect to the Company and himself or herself, that the Registration Statement at its effective date, at the date of the final prospectus, each preliminary prospectus and each amendment to the Registration Statement, and at each closing date with respect to the IPO under the Underwriting Agreement (including with respect to any over-allotment option) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading.