Financial Statement Preparation Clause Samples

Financial Statement Preparation. Following the Closing Date, Seller and Member shall use its commercially reasonable efforts to assist Buyer in causing to be prepared, as promptly as practicable, and in any event no later than seventy (75) days following the Closing Date, any financial statements that Buyer is required to file pursuant to Form 8-K, Rule 3-05 or Article 11 of Regulation S-X under the Exchange Act, and shall use its commercially reasonable efforts to obtain the consents of its auditor(s) with respect thereto as may be required by applicable SEC regulations. Seller represents and warrants that it has secured and will secure the cooperation of its finance staff to assist Buyer with getting audited financial statements. All costs and expenses associated with this Section 2.7, including reasonable compensation for services provided by Seller’s finance staff and auditors, shall be paid by Buyer.

Financial Statement Preparation. Company shall use its commercially reasonable efforts prior to Closing to prepare, or assist Parent in causing to be prepared, as promptly as practicable, and in any event no later than seventy (70) days following the Closing Date, of any financial statements that Parent is required to file pursuant to Form 8-K, Rule 3-05 or Article 11 of Regulation S-X under the 1934 Act, and shall use its commercially reasonable efforts to obtain the consents of its auditor(s) with respect thereto as may be required by applicable SEC regulations.

Financial Statement Preparation. Company shall use its commercially reasonable efforts prior to Closing to prepare, or assist Parent in causing to be prepared, as promptly as practicable, and in any event no later than seventy (75) days following the Closing Date, any financial statements that Parent is required to file pursuant to Form 8-K, Rule 3-05 or Article 11 of Regulation S-X under the 1934 Act, and shall use its commercially reasonable efforts to obtain the consents of its auditor(s) with respect thereto as may be required by applicable SEC regulations. Company represents and warrants that it has secured the cooperation of its finance staff to assist Parent with getting audited financial statements for each of 2014, 2015 and 2016. All costs and expenses associated with this Section 5.5, including reasonable compensation for services provided by Company’s finance staff and auditors, shall be paid by Parent.

Financial Statement Preparation. Buyer and Seller shall use commercially reasonable efforts after Closing to assist each other in certain financial statement preparation matters, including, as promptly as practicable, and in any event no later than seventy (70) days following the Closing Date, any financial statements that Buyer is required to file pursuant to Rule 3-05 or Article 11 of Regulation S-X under the Securities Exchange Act of 1934, as amended.

Financial Statement Preparation. The Business possesses, and will have access, following the Closing, to the information necessary to prepare balance sheets and statements of operations and cash flows (including footnotes and other disclosures related thereto) for the Business that conform to the requirements of GAAP. The statements of operations included in the Financial Statements do not contain any material items of special or non-recurring income or other income not earned in the ordinary course of the Business except as expressly specified therein. The statements of operations and cash flows included in the Financial Statements do not reflect the operations of any entity or business other than the Business other than Icagen-T. Seller has not engaged in any transaction with respect to the Business, maintained any bank account for the Business or used any of its funds in the conduct of the Business except for transactions, bank accounts and funds which have been and are reflected in its normally maintained books and records.

Financial Statement Preparation. The Company shall use its reasonable best efforts prior to Closing to prepare, or assist Buyer in causing to be prepared, as promptly as practicable, any financial statements that Buyer is required to file with the SEC pursuant to Form 8-K and Rule 3-05 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or that are necessary in order for Buyer to comply with Article 11 of Regulation S-X under the Exchange Act (which, for the avoidance of doubt, shall include (a) the audited balance sheets and the related audited statements of operations, changes in stockholders’ equity (deficit) and cash flows of the Company as of and for the fiscal years ended December 31, 2017 (the “2017 Audited Financial Statements”) and December 31, 2018 (the “2018 Audited Financial Statements” and, together with the 2017 Audited Financial Statements, the “Audited Financial Statements”), in each case, audited in accordance the American Institute of Certified Public Accountants (“AICPA”) standards by auditors selected by the Company (provided that such auditors are reasonably expected to be able to deliver such audited financial statements and the “comfort letters” described below prior to the date that is seventy six (76) days following the Closing Date) that are independent thereunder and who can provide customary “comfort letters” (including customary “negative assurances”) with respect to such financial statements included in any offering memorandum for a Rule 144A offering of debt securities of Buyer, (b) the unaudited balance sheets and related statements of operations and cash flows of the Company for each subsequent fiscal quarter after the most recent balance sheet date described in clause (a) that ends at least forty-five (45) calendar days prior to the Closing Date (including the comparable information for the comparable prior-year period), in each case, reviewed in accordance with AICPA Statement of Auditing Standards 100 by AICPA independent auditors selected by the Company (provided that such auditors are reasonably expected to be able to deliver such reviewed financial statements and the “comfort letters” described below prior to the date that is seventy six (76) days following the Closing Date) who can provide customary “comfort letters” (including customary “negative assurances”) with respect to such financial statements included in any offering memorandum for a Rule 144A offering of debt securities of Buyer (collectively, the “Interim Financial ...

Financial Statement Preparation. CDS shall cooperate with SDRC, including providing SDRC with access to all books and records of CDS relating to the Acquired CDS Business, in connection with the preparation of any financial statements of SDRC after the Closing, including any financial statements required by applicable regulations promulgated under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Financial Statement Preparation. Number of semiannual reports submitted for external review on a timely basis divided by total number of semiannual reports filed with the SEC 100.0 % • “Timely basis” is at least fifteen (15) business days prior to the deadline for transmission to shareholders as set forth in applicable Federal securities law

Financial Statement Preparation. Citco shall prepare the first draft of the Funds’ annual audited financial statements consistent with the accounting principles adopted by the Funds (e.g. US GAAP, IFRS, etc.) The financial statements shall include the following: ● Statement of Assets and Liabilities ● Condensed Schedule of Investments ● Statement of Operations ● Statement of Changes in Net Assets ● Statement of Cash Flows (if applicable) ● Notes to the Financial Statements (including Financial Highlights, if applicable)