Common use of Reporting Cooperation Clause in Contracts

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. (b) Parent shall deliver to ICF as soon as reasonably possible after Closing (i) audited financial statements of the Company and its Subsidiaries for the years ended December 31, 2007 and December 31, 2008 (containing combined balance sheets of the Company and its Subsidiaries as of December 31, 2007 and 2008 and combined statements of operations and cash flows of the Company and its Subsidiaries for the years then ended), together with all related notes and schedules thereto, prepared in accordance with GAAP and SEC Regulation S-X, accompanied by an audit report of KPMG LLP without qualification or exception (the “Audited Financial Statements”); and (ii) for the three month periods ending on March 31, 2008 and March 31, 2009 (“Interim Periods”), an unaudited combined balance sheet of the Company and its Subsidiaries at the end of the Interim Periods and unaudited combined statements of operations and cash flows of the Company and its Subsidiaries for the Interim Periods, together with all related notes and schedules thereto, prepared in accordance with GAAP and SEC Regulation S-X, including without limitation Section 305 thereof (but only in respect to the years ended December 31, 2007 and December 31, 2008 and the three month periods ending on March 31, 2008 and March 31, 2009), and reviewed by KPMG LLP in accordance with SAS 100 (the “Interim Financial Statements”). Parent shall use its best efforts to deliver to ICF the Audited Financial Statements on or before April 15, 2009 and the Interim Financial Statements on or before April 30, 2009. Parent shall promptly advise ICF of any material issues relating to the preparation of the Audited Financial Statements or Interim Financial Statements. Parent shall include in its engagement letter with KPMG LLP, for the services to be provided by KPMG LLP as described in this Section 5.9(b), KPMG LLP’s agreement to provide its consent, at no additional fee, cost or expense, for the use of its reports and the Audited Financial Statements and Interim Financial Statements in the Form 8-K required to be filed by ICF following Closing (the “Form 8-K”) and ICF’s Annual Report on Form 10-K for the year ended December 31, 2009 (the “Form 10-K”). Seller and Parent shall cooperate with Purchaser in seeking to obtain from KPMG LLP its written consent for the use of its reports and the Audited Financial Statements and Interim Financial Statements in any other reports, registration statements or other documents filed by ICF under the Securities Exchange Act of 1934 or the Securities Act of 1933, as needed. All costs, fees and expenses associated with the preparation and delivery of the Audited Financial Statements, the Interim Financial Statements and the reports referred to in this Section 5.9(b), as well as the consents required for use of the Audited Financial Statements, the Interim Financial Statements or any reports of KPMG LLP in the Form 8-K and the Form 10-K, including, without limitation, all fees, costs and expenses of KPMG LLP, shall be the sole and exclusive responsibility of Parent and Seller, and Purchaser, ICF and their Affiliates shall have no Liability with respect thereto. Purchaser and ICF shall be solely and exclusively responsible for any fees, costs and expenses associated with obtaining any consents with respect to the use of the Audited Financial Statements, the Interim Financial Statements or any reports of KPMG LLP in any reports, registration statements or other documents filed by ICF under the Securities Exchange Act of 1934 or the Securities Act of 1933, other than the Form 8-K and the Form 10-K, and Parent, Seller and their Affiliates shall have no Liability with respect thereto.