Common use of Additional Financial Statements Clause in Contracts

Additional Financial Statements. The Company shall use its reasonable best efforts during the period between the date of this Agreement and the Closing Date to cause the Company’s auditors to complete (a) the audited balance sheet of the Company as of December 31, 2016; (b) the audited statement of operations, change in shareholders’ equity and cash flows of the Company for the twelve (12) months ended December 31, 2016; and (c) the reviewed statement of operations of the Company for the six (6) month period ending on December 31, 2016, and, if the Closing does not occur prior to March 31, 2017 other than due to a breach of this Agreement by Parent or any other failure or delay caused by Parent, the reviewed balance sheet of the Company and the reviewed statement of operations, change in shareholders’ equity and cash flows of the Company for any fiscal quarters completed during the period beginning on January 1, 2017 and ending as of the Closing Date (the “Additional Financial Statements”). In connection with the foregoing, the Company shall use its reasonable best efforts to ensure that the Additional Financial Statements shall: (a) be derived from and consistent with the books and records of the Company; (b) comply as to form in all material respects with applicable accounting requirements with respect thereto as of their respective dates; (c) be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other; (d) fairly present the financial condition of the Company at the dates therein indicated and for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate will be material in amount); (e) be true, correct and complete; and (f) shall be audited (for any financial statements as of or for the 12 months ended December 31) or be reviewed (for any financial statements not as of or for the 12 months ended December 31) by an auditor or firm of accountants qualified to act as auditors in the United States and any auditors’ report(s) required to be annexed thereto shall be unqualified. Notwithstanding the preceding sentence or any other provision of this Agreement to contrary, the Company makes no representation or warranty with respect to the Additional Financial Statements; provided, however, that no information or knowledge obtained in connection with the preparation of the Additional Financial Statements or otherwise shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein or in the Schedules or the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof, or restrict, impair or otherwise affect any Parent Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Additional Financial Statements. The If required by the Securities Act, so long as the out-of-pocket costs and expenses of the Company shall use its reasonable best efforts during in connection therewith are included in Reimbursable Costs, promptly upon request of Purchaser at any time prior to the period between earlier of the date Closing and termination of this Agreement and the Closing Date to cause the Company’s auditors to complete Agreement, (a) the audited Company shall request that KPMG LLP (“KPMG”), its independent accountants, prepare consolidated balance sheet sheets and statements of the Company as of December 31income, 2016; (b) the audited statement of operations, change in shareholders’ equity and cash flows of the Company for the twelve (12) months ended December 31, 2016; and (c) the reviewed statement results of operations of the Company for the six (6) month period ending on December 31, 2016, and, if the Closing does not occur prior to March 31, 2017 other than due to a breach of this Agreement by Parent or any other failure or delay caused by Parent, the reviewed balance sheet of the Company and the reviewed statement of operations, change in shareholders’ equity and cash flows of the Company for any fiscal quarters completed during the period beginning on January 1, 2017 and ending as of the Closing Date (the “Additional Financial Statements”) for the Company (and any and all documents and consents related thereto) which comply with Regulation S-X under the Securities Act, for inclusion in any registration statement or other public filing of Purchaser or any Affiliate of Purchaser under the Securities Act or the Exchange Act, and any other offering circular or document used by Purchaser or any Affiliate of Purchaser in any other offering of securities, whether public or private, (b) the Company shall use its commercially reasonable efforts to cause KPMG to cooperate with Purchaser in connection with the foregoing (including, without limitation, using commercially reasonable efforts to cause KPMG to deliver so-called “comfort letters,” written consents and representation letters relating to the foregoing). In connection with Without limiting the generality of the foregoing, the Company shall agrees that, upon reasonable notice from Purchaser at any time prior to the earlier of the Closing and termination of this Agreement, it will (y) consent to the use its reasonable best efforts to ensure that the of such Additional Financial Statements shall: in any such registration statement, document or circular and (az) be derived from execute and consistent deliver, and cause its officers to execute and deliver (if required), such “representation” letters as are customarily delivered in connection with audits and as KPMG and Purchaser’s independent accountants may reasonably request under the books circumstances. Purchaser shall indemnify and records of hold harmless the Company; (b) comply as to form in all material respects with applicable accounting requirements with respect thereto as of their respective dates; (c) be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other; (d) fairly present the financial condition of the Company at the dates therein indicated and for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate will be material in amount); (e) be true, correct and complete; and (f) shall be audited (for any financial statements as of or for the 12 months ended December 31) or be reviewed (for any financial statements not as of or for the 12 months ended December 31) by an auditor or firm of accountants qualified to act as auditors in the United States and any auditors’ report(s) required to be annexed thereto shall be unqualified. Notwithstanding the preceding sentence or any other provision of this Agreement to contrary, the Company makes no representation Subsidiaries and their respective officers, employees, representatives and advisors, including legal and accounting, from and against any and all losses, damages, claims, costs or warranty expenses suffered or incurred by any of them in connection with respect to the Additional Financial Statementscompliance with this Section 6.12 and any information utilized in connection therewith; provided, however, that no information or knowledge obtained in connection with the preparation of the Additional Financial Statements or otherwise foregoing shall affect or not be deemed to modify, amend or supplement limit any representation or warranty set forth herein or in the Schedules or the conditions rights to the obligations indemnification any of the parties hereto may have pursuant to consummate the Merger in accordance with the terms and provisions hereof, or restrict, impair or otherwise affect any Parent Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenantArticle IX herein.

Additional Financial Statements. The If required by the Securities Act, so long as the out-of-pocket costs and expenses of the Company shall use its reasonable best efforts during in connection therewith are included in Reimbursable Costs, promptly upon request of Purchaser at any time prior to the period between earlier of the date Closing and termination of this Agreement and the Closing Date to cause the Company’s auditors to complete Agreement, (a) the audited Company shall request that KPMG LLP (“KPMG”), its independent accountants, prepare consolidated balance sheet sheets and statements of the Company as of December 31income, 2016; (b) the audited statement of operations, change in shareholders’ equity and cash flows of the Company for the twelve (12) months ended December 31, 2016; and (c) the reviewed statement results of operations of the Company for the six (6) month period ending on December 31, 2016, and, if the Closing does not occur prior to March 31, 2017 other than due to a breach of this Agreement by Parent or any other failure or delay caused by Parent, the reviewed balance sheet of the Company and the reviewed statement of operations, change in shareholders’ equity and cash flows of the Company for any fiscal quarters completed during the period beginning on January 1, 2017 and ending as of the Closing Date (the “Additional Financial Statements”) for the Company (and any and all documents and consents related thereto) which comply with Regulation S-X under the Securities Act, for inclusion in any registration statement or other public filing of Purchaser or any Affiliate of Purchaser under the Securities Act or the Exchange Act, and any other offering circular or document used by Purchaser or any Affiliate of Purchaser in any other offering of securities, whether public or private, (b) the Company shall use its commercially reasonable efforts to cause KPMG to cooperate with Purchaser in connection with the foregoing (including, without limitation, using commercially reasonable efforts to cause KPMG to deliver so-called “comfort letters,” written consents and representation letters relating to the foregoing). In connection with Without limiting the generality of the foregoing, the Company shall agrees that, upon reasonable notice from Purchaser at any time prior to the earlier of the Closing and termination of this Agreement, it will (y) consent to the use its reasonable best efforts to ensure that the of such Additional Financial Statements shall: in any such registration statement, document or circular and (az) be derived from execute and consistent deliver, and cause its officers to execute and deliver (if required), such “representation” letters as are customarily delivered in connection with audits and as KPMG and Purchaser’s independent accountants may reasonably request under the books circumstances. Purchaser shall indemnify and records of hold harmless the Company; (b) comply as to form in all material respects with applicable accounting requirements with respect thereto as of their respective dates; (c) be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other; (d) fairly present the financial condition of the Company at the dates therein indicated and for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate will be material in amount); (e) be true, correct and complete; and (f) shall be audited (for any financial statements as of or for the 12 months ended December 31) or be reviewed (for any financial statements not as of or for the 12 months ended December 31) by an auditor or firm of accountants qualified to act as auditors in the United States and any auditors’ report(s) required to be annexed thereto shall be unqualified. Notwithstanding the preceding sentence or any other provision of this Agreement to contrary, the Company makes no representation Subsidiaries and their respective officers, employees, representatives and advisors, including legal and accounting, from and against any and all losses, damages, claims, costs or warranty expenses suffered or incurred by any of them in connection with respect to the Additional Financial Statementscompliance with this Section 6.11 and any information utilized in connection therewith; provided, however, that no information or knowledge obtained in connection with the preparation of the Additional Financial Statements or otherwise foregoing shall affect or not be deemed to modify, amend or supplement limit any representation or warranty set forth herein or in the Schedules or the conditions rights to the obligations indemnification any of the parties hereto may have pursuant to consummate the Merger in accordance with the terms and provisions hereof, or restrict, impair or otherwise affect any Parent Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenantArticle IX herein.

Additional Financial Statements. The Company shall use its reasonable best efforts during the period between Between the date of this Agreement hereof and the Closing Date Date, Sellers shall (and Members shall take all applicable steps to cause the Company’s auditors to complete Sellers to) provide Parent: (a) within fifteen (15) Business Days after the audited end of each calendar month, an internally prepared balance sheet as of the Company as end of December 31such month and related internally prepared statements of operations and cash flows of Seller I, 2016Seller II and Citgen for such monthly period then ended; (b) except as otherwise required under clause (c) below, within thirty (30) Business Days after the audited statement end of operationseach calendar quarter, change in shareholders’ equity a reviewed balance sheet as of the end of such quarter and related reviewed statements of operations and cash flows of the Company Seller I, Seller II and Citgen for the twelve (12) months such quarterly period then ended December 31, 2016; and (c) the on or before December 7, 2016 (but in all events at least five (5) Business Days before Closing), reviewed statement comparative balance sheets, statements of operations income, statements of the Company cash flows and statements of changes in members’ equity for each Seller as of and for the six (6) month period ending quarterly periods ended on December March 31, 2016, andJune 30, 2016 and (if the Closing does not occur prior to March 31is after November 15, 2017 other than due to a breach of this Agreement by Parent or any other failure or delay caused by Parent2016) September 30, 2016 (collectively with the reviewed balance sheet of the Company financial statements in clauses (a) and the reviewed statement of operations(b), change in shareholders’ equity and cash flows of the Company for any fiscal quarters completed during the period beginning on January 1, 2017 and ending as of the Closing Date (the “Additional Financial Reviewed Statements”). In connection with the foregoing, the Company shall use its reasonable best efforts to ensure that the The Additional Financial Reviewed Statements shall: (ai) be true, correct and complete in all material respects; (ii) be derived from and consistent prepared in accordance with the books information contained in the Books and records of the CompanyRecords; (b) comply as to form in all material respects with applicable accounting requirements with respect thereto as of their respective dates; (ciii) be prepared in accordance with GAAP applied on a consistent basis GAAP, consistently applied, throughout the periods indicated covered thereby; and consistent with each other; (div) present accurately and fairly present in all material respects the consolidated financial condition condition, results of operations and cash flows of Seller I, Seller II and Citgen as of the Company at the dates therein indicated times and for the periods therein specified referred to therein, subject to (subjectA) the absence of footnote disclosures and other presentation items, in the case of unaudited interim period financial statements, to and (B) changes resulting from normal recurring year-end audit adjustments, none adjustments (the effect of which will not, individually or in the aggregate will aggregate, be material in amountmaterial); (e) be true, correct and complete; and (f) . The Additional Reviewed Statements shall be audited (for any financial statements as of or for the 12 months ended December 31) or be reviewed (for any financial statements not as of or for the 12 months ended December 31) accompanied by an auditor unqualified certification of each Seller’s and Citgen’s chief financial officer (or firm similar executive officer) to the effect that the Additional Reviewed Statements conform to the requirements of accountants qualified the immediately preceding sentence. Upon delivery to act as auditors Parent, the Additional Reviewed Statements shall be considered “Reviewed Financial Statements” for purposes of this Agreement. There shall be no changes in the United States method of application of Sellers’ and any auditorsCitgen’s accounting policies or changes in the method of applying Sellers’ report(s) required to be annexed thereto shall be unqualified. Notwithstanding the preceding sentence or any other provision and Citgen’s use of this Agreement to contrary, the Company makes no representation or warranty with respect to the Additional Financial Statements; provided, however, that no information or knowledge obtained estimates in connection with the preparation of the Additional Financial Reviewed Statements or otherwise shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein or in the Schedules or the conditions to the obligations of the parties to consummate the Merger in accordance as compared with the terms and provisions hereof, or restrict, impair or otherwise affect any Parent Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenantAudited Financial Statements.