Financial Statement Assistance. (a) Buyer acknowledges that the parent company of Seller is a public company listed on the New York Stock Exchange and, as such, has certain financial reporting obligations under applicable Law and/or stock exchange requirements, which may require such parent company to file with the Securities and Exchange Commission (“SEC”) on a Current Report on Form 8-K certain audited and unaudited financial statements and related footnotes for the Station and other television stations being sold to Buyer and its Affiliates by Seller and its Affiliates for certain periods and pro forma financial statements of such parent company giving effect to the transaction contemplated hereby and such other acquisitions, all of which must be prepared in accordance with GAAP and the requirements of the Securities Exchange Act and the pronouncements of the SEC thereunder (the “Post-Closing Financial Statements”).
Financial Statement Assistance. Each Seller shall reasonably cooperate with Buyer and make available, during normal business hours, to Buyer and its representatives prior to and for a period of fifteen (15) months following the later of the Initial Closing or Option Closing any and all existing information and documents relating to revenues and expenses attributable to the Assets and in the possession of such Seller that Buyer may reasonably require to comply with Buyer’s tax and financial reporting requirements and audits, including any filings with any Governmental Authority and filings that may be required by the Securities and Exchange Commission under the Securities Act of 1933 and/or the Securities Exchange Act of 1934. Without limiting the generality of the foregoing, each Seller will use its commercially reasonable efforts after execution of this Agreement and following the Initial Closing and Option Closing, as applicable, to cooperate with the independent auditors chosen by Buyer (“Buyer’s Auditor”) in connection with their audit or review of any revenue and expense records pertaining to the Assets that Buyer or any of its affiliates requires to comply with their tax, financial and other reporting requirements. Each Seller’s cooperation will include (i) reasonable access during normal business hours to such Seller’s employees and representatives designated by such Seller who were responsible for preparing or maintaining the revenue and expense records and work papers and other supporting documents used in the preparation of such financial statements as may be required by Buyer’s Auditor to perform an audit or conduct a review in accordance with generally accepted auditing standards or to otherwise verify such financial statements; and (ii) delivery of one or more customary representation letters from such Seller to Buyer’s Auditor that are reasonably requested by Buyer to allow such auditors to complete an audit (or review of any financial statements), and to allow Buyer’s Auditor to issue an opinion with respect to its audit or review. Buyer will pay or, if paid, reimburse the applicable Seller, within ten (10) Business Days after demand therefor, for any reasonable out-of-pocket and overhead costs incurred by such Seller in complying with the provisions of this Section 7.07.
Financial Statement Assistance. (a) Sellers shall furnish, or cause to be furnished to Buyer, its accountants and auditors, upon request of Buyer and as promptly as practicable (with any related out-of-pocket costs being for the account of Sellers), such information and assistance of Sellers and the auditors previously engaged by the Subject Companies as is reasonably necessary for Buyer to prepare unaudited combined interim financial statements of the Business for the interim periods from (i) January 1, 2004 to June 30, 2004 and (ii) January 1, 2005 to June 30, 2005 prepared in accordance with GAAP and with Regulations S-K and S-X promulgated by the SEC, applied consistently with past practices throughout the periods covered and in a manner consistent with the significant accounting policies disclosed in the footnotes to the audited financial statements of each Subject Company as of the Most Recent Fiscal Year End.
Financial Statement Assistance. Seller shall use commercially reasonable efforts to assist Buyer in establishing auditable relevant financial statements to the extent required by the U.S. Securities and Exchange Commission. Seller’s obligation under this Section 6.08 shall be limited to such assistance that can be offered without Seller having to dedicate significant management time and without interruption of the Beijer Business, and all costs and expenses associated with the establishment and auditing of financial statements under this Section 6.08 shall be borne by Buyer.
Financial Statement Assistance. Novelion shall provide such reasonable assistance and access to information and documentation (and shall direct its auditors and other agents and representatives to provide such reasonable assistance and access to information and documentation) as Aegerion may reasonably request in connection with the preparation by Aegerion (or the Plan Investor (as defined in the RSA)) of any financial statements (including audited financial statements and pro forma financial statements) as Aegerion or the Plan Investor (as defined in the RSA) may reasonably request in connection with the transactions contemplated by the RSA.
Financial Statement Assistance. As soon as reasonably practicable after the end of each calendar quarter ending prior to the Closing Date (commencing with the calendar quarter ending June 30, 2021), Seller shall deliver to Buyer an unaudited consolidated balance sheet for the Company Group as of the last day of such calendar quarter and the related unaudited statements of income, equity and cash flows for the three-month period then ended and for the same period in the comparative prior year. Each of the financial statements delivered by Seller pursuant to this Section 5.14 shall be prepared in accordance with GAAP applied on a consistent basis (subject to the absence of footnote disclosures or year-end audit adjustments). In addition to the foregoing, from and after the date hereof until the first anniversary of the Closing Date, Seller shall, and shall cause its Affiliates (including, prior to Closing, the Company Group) to, provide Buyer and its Affiliates with reasonable assistance and good faith cooperation and copies of all existing financial and other records related to the Company Group to the extent reasonably requested by Buyer or any of its Affiliates to prepare (or have prepared) filings and financial statements and the notes thereto for the calendar years ended December 31, 2020 and 2019 and each calendar quarter ending after the date hereof up to and including the first calendar quarter ending immediately following the Closing Date, in each case, meeting the requirements of Regulation S-X promulgated by the Securities and Exchange Commission. For the avoidance of doubt, preparation of audited financial statements shall not be a condition to Closing.
Financial Statement Assistance. Each Seller shall reasonably cooperate with Buyer and make available, during normal business hours, to Buyer and its representatives prior to and for a period of fifteen (15) months following the later of the Initial Closing or Option Closing any and all existing information and documents relating to revenues and expenses attributable to the Assets and in the possession of such Seller that Buyer may reasonably require to comply with Buyer’s tax and financial reporting requirements and audits, including any filings with any Governmental Authority and filings that may be required by the Securities and Exchange Commission under the Securities Act of 1933 and/or the Securities Exchange Act of 1934. Without limiting the generality of the foregoing, each Seller will use its commercially reasonable efforts after execution of this Agreement and following the Initial Closing and Option Closing, as applicable, to cooperate with the independent auditors chosen by Buyer (“Buyer’s Auditor”) in connection with their audit or review of any revenue and expense records pertaining to the Assets that Buyer or any of its affiliates requires to comply with their tax, financial and other reporting requirements. Each Seller’s cooperation will include
Financial Statement Assistance. (a) Subject to Section 5.15(d), the Seller shall, and shall cause its Affiliates to, and shall direct its Representatives to, use commercially reasonable efforts to cooperate with the Buyer in connection with the preparation by the Buyer or its Affiliates of any pro forma financial statements of the Buyer or any of its Affiliates that are derived in part from the financial statements of the Group Companies.
Financial Statement Assistance. The Company shall furnish, or cause to be furnished to RSOL, its accountants and auditors, financial statements of the Company and its Subsidiaries for the fiscal quarters ended March 31, June 30, September 30 and December 31, 2010 and for the fiscal quarters ended March 31, 2011 and any subsequent quarter if the Closing has not occurred within 30 days of the end of such quarter. Such financial statements shall be reviewed by an independent public accounting firm, prepared in accordance with GAAP and with Regulations S-K and S-X promulgated by the SEC, applied consistently with past practices throughout the periods covered and in a manner consistent with the significant accounting policies disclosed in the footnotes to the audited financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2010.
Financial Statement Assistance. (a) From and after the Closing Date until the third (3rd) anniversary of the Closing, Supervalu shall, and shall cause its Subsidiaries to, as promptly as reasonably practicable, reasonably cooperate with Purchaser (including by providing financial information in its possession and reasonable access to its personnel during normal business hours), at Purchaser’s sole expense (to the extent not already covered by the Services Agreement), in Purchaser’s preparation of:
