Required Financial Information Clause Samples

Required Financial Information. At Purchaser’s cost and expense, Sellers shall reasonably cooperate with Purchaser in a timely manner as reasonably requested by Purchaser in connection with Purchaser’s preparation of historical financial statements and pro forma financial information in respect of the Business as required by Regulation S-X under the Securities Act of 1933, as amended, and the timely filing of the necessary financial statements and pro forma financial information with the SEC under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and for securities offerings by Purchaser and its Affiliates in which such financial information is reasonably necessary or advisable including (i) permitting Purchaser to use any audited or unaudited financial statements available, (ii) facilitating the delivery from Seller’s independent public accountants relevant consent letters necessary in connection with the foregoing and (iii) if any requested financial statements are not available, assisting in the preparation of such audited or unaudited financial statements.

Required Financial Information. The Company will deliver the Required Financial Information to Parent in accordance with the time periods set forth in, and otherwise in accordance with, the definition thereof.

Required Financial Information. (a) Seller shall deliver (i) true and complete copies of audited Statements of Revenue and Direct Operating expenses of the Assets for the years ended as of December 31, 2021 and December 31, 2020, and for each of the two years in the period ended December 31, 2021 (including any supplemental oil and gas disclosures satisfying the requirements of Financial Accounting Standards Board Accounting Standards Codification ▇▇▇-▇▇▇-▇▇, et seq.) and prepared in accordance with GAAP and Regulation S-X, and audited in accordance with the auditing standards generally accepted in the United States of America (“GAAS”) (the “Audited Financials”) not later than five (5) days prior to the Target Closing Date; and (ii) true and complete copies of unaudited Statements of Revenue and Direct Operating Expenses for the Assets for the six months ended June 30, 2022, prepared in accordance with GAAP and reviewed in accordance with GAAS applicable to reviews of interim financial information (the “Unaudited Interim Financials”) not later than five (5) days prior to the Target Closing Date. In addition, from and after the Execution Date until the Closing Date, Seller shall use reasonable efforts to direct its consultants, accountants, reserve engineers, agents and other representatives to, during customary business hours, cooperate with the Earthstone Parties and independent auditors chosen by the Earthstone Parties (“Earthstone’s Auditor”) in connection with any audit by Earthstone’s Auditor of any financial statements of the Assets or reserve reports with respect to the Assets, in each case, relating to the period prior to the Closing Date, or other actions that the Earthstone Parties reasonably require to comply with the requirements under state and federal securities laws. Such cooperation will include (A) reasonable access to Seller’s officers, managers, employees, consultants, agents and representatives who were responsible for preparing or maintaining the financial records and work papers and other supporting documents used in the preparation of such financial statements as may be required by Earthstone’s Auditor to perform an audit or conduct a review in accordance with generally accepted auditing standards or to otherwise verify such financial statements; (B) using commercially reasonable efforts to obtain the consent of the independent auditor(s) and reserve engineer(s) of Seller that conducted any audit of such financial statements or prepared any reserve reports to be na...

Required Financial Information. Buyer acknowledges and agrees that Seller has performed in all material respects Seller’s requirements to deliver Required Financial Information to Buyer.

Required Financial Information. Borrower shall timely tender, or cause to be tendered, the Required Financial Information as described in Article I hereof.

Required Financial Information. “Required Financial Information” shall mean: (a) the historical financial statements of the Company identified in paragraph 5 of Exhibit C to the Debt Commitment Letter; and (b) the financial information with respect to the Company reasonably necessary for the Parent to create the pro forma financial statements set forth in paragraph 6 of Exhibit C to the Debt Commitment Letter.

Required Financial Information. In addition to all other rights and remedies the Lender has, should the Company fail to timely provide or cause to be provided the information required by Section 5.01(i)(2), (3) or (4), hereof, the Company will, at the Lender's option, pay on demand the Lender a late fee in an amount set by the Lender. The imposition and/or payment of a late fee shall not constitute a waiver of the Lender's rights with respect to the default.

Required Financial Information. Section 6.9(a) Requisite Shareholder Vote........................................Section 4.2(a) Restricted Share.....................................................Section 1.1

Required Financial Information. Seller shall deliver (a) true and complete copies of the audited statements of revenues and direct operating expenses (including any supplemental oil and gas disclosures satisfying the requirements of ASC ▇▇▇-▇▇▇-▇▇ et seq.) of the Assets for the years ended December 31, 2020 and 2019 prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the PCAOB (the “Audited Financials”) not later than April 30, 2021; (b) true and complete copies of the unaudited statements of revenues and direct operating expenses of the Assets as at and for the three months ended March 31, 2021 and a comparable period in compliance with Item 303 of Regulation S-K, in each case, prepared in accordance with GAAP and Regulation S-X and reviewed in accordance with AS 4105 (the “Unaudited Interim Financials”) not later than April 30, 2021; and (c) as of the Closing Date, an executed consent, in form and substance reasonably satisfactory to Earthstone and dated as of the Closing Date, of Seller’s independent registered public accounting firm responsible for the audit of the Seller’s financial statements, for filing with the SEC of the Audited Financials.