Reporting Cooperation. The Alpha Parties and their Subsidiaries shall provide reasonable assistance to the Generico Parties in connection with the collection of Information by Gholdco in connection with the preparation of its SEC reports and filings with respect to periods relating the fiscal year in which the Share Distribution occurs or any fiscal year prior thereto, as provided in the Transition Services Agreement. The Generico Parties and their Subsidiaries shall (and the Alpha Parties shall reimburse them for any reasonable out of pocket costs and expenses incurred and payable to third parties in connection therewith) provide reasonable assistance to the Alpha Parties in connection with the collection of Information by New Alpha in connection with the preparation of its SEC reports and filings with respect to periods relating to the fiscal year in which the Share Distribution occurs.
Reporting Cooperation. Contractor will cooperate with County in the preparation of, and will promptly furnish any and all information required for, reports to be prepared by County and/or Contractor as may be required by the rules, regulations, or requirements of County of any other governmental entity or applicable funding source. County shall specify in detail the cooperation required.
Reporting Cooperation. In the event any Investor Party is required to make any report, filing, statement or other disclosure in response to any law or governmental regulation applicable to such Investor Party that is required to provide information about one or more of the other Investor Parties, the Investor Party required to make such disclosure shall provide such other Investor Party or Investor Parties reasonable opportunity to review and comment on such disclosure and the disclosing Investor Party shall consider any comments in good faith. For the avoidance of doubt, this Section 4.04 shall apply to any beneficial ownership disclosure under Regulation 13D-G of the Exchange Act that may be required as a result of the entry into this Agreement.
Reporting Cooperation. The Parties covenant and agree to cooperate with one another and the officers and agents of each in order to provide such information and assistance as is reasonably necessary to meet all financial reporting deadlines.
Reporting Cooperation. (a) The Parties shall, at least once each Calendar Quarter, provide to each other an update report regarding the progress of all research and Development efforts toward Licensed Products and regarding the progress of Commercialization of Licensed Products in their respective Territories. (b) The Parties shall use Commercially Reasonable Efforts to coordinate pre-clinical, non-clinical and CMC development activities to avoid duplication of effort and resources. The cost of any joint programs agreed by the Parties in writing will be borne *% by Coronado and *% by Licensor, unless otherwise agreed. Notwithstanding the foregoing, for specific items which are solely usable in one or the other Territories then the cost for such cost item will be borne solely by the Party for whose Territory the item is required. For clarity, if Coronado purchases any starting materials or Compounds from Licensor, the price of any such materials shall not be allocated. Additionally, the Parties agree to negotiate in good-faith a sponsored research agreement to explore the development of back-up Compounds as well as differentiated Compounds that optimize certain attributes (e.g. more selective for Bxxxxx'x tyrosine kinase (BTK) or devoid of Janus kinase 3 (JAK3) or similar adjustments to the attributes of a Compound).
Reporting Cooperation. (a) The parties acknowledge that, following Closing, Purchaser and ICF will have certain SEC reporting obligations that will involve and include the preclosing operations and financial statements of the Company and its Subsidiaries. In connection with such SEC reporting obligations, Parent and Seller shall (i) provide to Purchaser, ICF and their independent accountants information relating to the Company and its Subsidiaries in the possession of Parent, Seller or their auditors reasonably required by Purchaser, ICF or their independent accountants, (ii) reasonably cooperate, and use their commercially reasonable efforts to cause their auditors to reasonably cooperate, with Purchaser, ICF and their independent accountants in connection with the preparation and filing of such reports, and (iii) furnish to Purchaser’s and ICF’s independent accountants such customary management representation letters as such accountants may reasonably require with respect to the Company and its Subsidiaries.
Reporting Cooperation. Each Seller agrees to provide commercially reasonable assistance to Buyer and its Affiliates (at Buyer’s sole cost and expense) to enable Buyer and its Affiliates to prepare any and all disclosure material required by applicable federal securities Laws and regulations promulgated by the Securities and Exchange Commission pursuant thereto (including financial statements and related notes in compliance with federal securities Laws), and to enable the Companies’ accountants to consent to the inclusion of such financial statements in appropriate filings with the Securities and Exchange Commission. Each Seller expressly acknowledges that Buyer will be required to prepare audited financial statements for the Companies and their affiliates that are parties to the Xxxxxxx Purchase Agreement for the period ended December 31, 2004, within seventy-five (75) days after Closing, and each Seller covenants and agrees to provide Buyer with such documents, certifications and/or instruments as Buyer reasonably requests in connection therewith, including responses to inquiries from Buyer’s auditors regarding the Business and management of the Companies.
Reporting Cooperation. Buyer agrees to assume, from and after the date hereof, all obligations with respect to federal, state and local income tax informational reporting related to the Membership Interests and the Sliver Interests. Buyer and Seller each agrees to cooperate with the other party(ies) to the extent reasonably necessary to fulfill their obligations with respect to such informational reporting with respect to the Membership Interests and the Sliver Interests. Buyer and the Company each agree to provide, and cause East Mezz and Project A QALICB to provide, to Seller, promptly upon request and at no cost to Seller, such information (financial and otherwise), to the extent in the possession of or reasonably available to Buyer, the Company, East Mezz or Project A QALICB, as Seller believes in good faith is necessary or appropriate to comply with the public disclosure duties and responsibilities of any of Seller and/or any of its affiliates, including without limitation, the type of information as the Company and its manager(s), member(s) and/or subsidiaries have provided to Seller and/or its affiliates in the past. Buyer and the Company, each for itself and on behalf of their respective affiliates (including, without limitation, each of the Releasors and all subsidiaries of the Company), acknowledge that Seller and/or its affiliates are subject to the reporting requirements imposed pursuant to, among other things, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and that the failure of one of more of Seller and/or its affiliates to comply with such requirements, as a result of any non-compliance with the foregoing covenants by Buyer, the Company, or any of their respective affiliates or subsidiaries, could or may have a material adverse effect on Seller and/or its affiliates. TIME IS OF THE ESSENCE with respect to all requirements, agreements and obligations set forth in this Section 5.03. This Section 5.03 shall survive the Closing.
Reporting Cooperation. 37 SECTION 4.17. Termination of Certain Related Party Contracts.......................................... 37 SECTION 4.18.
Reporting Cooperation. Seller will cooperate with the independent auditors chosen by Buyer and its Affiliates, in connection with their audit of any annual consolidated financial statements of the Company that Buyer or any of its Affiliates requires to comply with Regulations S-X and S-K, and their review of any interim quarterly consolidated financial statements of the Company that Buyer or any of its Affiliates requires to comply with the reporting requirements of the SEC set forth in Regulations S-K and S-X, but in no event shall Seller be required pursuant to this Section 4.16 to cooperate with respect to more than five (5) years of such annual consolidated financial statements of the Company. Seller's cooperation will include (i) such access to Seller's employees who were responsible for preparing the consolidated financial statements and to workpapers and other supporting documents used in the preparation of the consolidated financial statements as may be required by such auditors to perform an audit in accordance with generally accepted auditing standards, (ii) delivery of one or more customary representation letters from Seller to such auditors that are requested by Buyer or any of its Affiliates to allow such auditors to complete an audit (or review of any interim quarterly financials), and to issue an opinion that in such Buyer Affiliate's experience is acceptable to the SEC with respect to an audit or review of those consolidated financial statements required pursuant to Section 4.16, (iii) cooperation with Buyer and its Affiliates to obtain any necessary consents from Ernst & Young, LLC to the use of the consolidated financial statements in any filings Buyer or any of its Affiliates pursuant to the Securities Act of 1933, as amended ("SECURITIES ACT") or the Securities and Exchange Act of 1934 and to cooperate in seeking to obtain any related comfort letters from Ernst & Young, LLC, and (iv) using commercially reasonable efforts to have Ernst & Young, LLC provide such other assistance as Buyer may reasonably request with respect to the foregoing. Buyer will reimburse Ernst & Young, LLC or Seller for any reasonable overhead costs with respect to the providing any comfort letters or consents or other assistance as provided above. Buyer or its appropriate Affiliate will be responsible for any fees due to its independent auditors for preparing the consolidated financial statements.
