Common use of Additional Financial Statements Clause in Contracts

Additional Financial Statements. (a) Sellers shall deliver to Purchaser promptly after available (and, in any event, at the same time as such items are first delivered to any of the Lenders) copies of all monthly and quarterly financial statements relating to the Business that may be prepared by the Sellers during the period from the date of this Agreement to the Closing Date. All financial statements delivered pursuant to this Section shall be in accordance with the books and records of the Business, shall be prepared in accordance with GAAP applied on a basis consistent with the Financial Statements, and shall fairly present the financial position and results of operations of the Business as at the dates and for the periods indicated. Sellers shall promptly furnish to Purchaser any other information concerning the financial and operating condition of the Business that Purchaser from time to time may reasonably request. (b) Sellers shall cooperate with Purchaser in a timely manner as reasonably requested by Purchaser in connection with (i) Purchaser’s preparation of historical financial statements and pro forma financial information involving the Business to the extent required pursuant to Regulation S-X promulgated by the U.S. Securities and Exchange Commission, and (ii) the timely filing of any other financial statements and pro forma financial information with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and for any securities offerings by Purchaser or its Affiliates for which such financial information is reasonably necessary, in each case including (A) permitting Purchaser to use any audited or unaudited financial statements of the Sellers available, (B) facilitating the delivery from the Sellers’ or Purchaser’s independent public accountants, as applicable, of relevant comfort letters necessary or advisable in connection with the foregoing, (C) facilitating the delivery from the Sellers’ independent public accountants of relevant consent letters necessary in connection with the foregoing and (D) if any requested financial statements are not available, assisting Purchaser and its independent public accountants in the preparation of such financial statements.

Additional Financial Statements. (a) Sellers shall deliver Without intending to Purchaser promptly after available (andlimit the generality of Section 5.2, in any event, at the same time as such items are first delivered to any of the Lenders) copies of all monthly and quarterly financial statements relating to the Business that may be prepared by the Sellers during the period from the date of this Agreement to the Closing Date. All financial statements delivered pursuant to this Section shall be in accordance with the books and records of the Business, shall be prepared in accordance with GAAP applied on a basis consistent with the Financial Statements, and shall fairly present the financial position and results of operations of the Business as at the dates and for the periods indicated. Sellers shall promptly furnish to Purchaser any other information concerning the financial and operating condition of the Business that Purchaser from time to time may reasonably request. (b) Sellers shall cooperate with Purchaser in a timely manner as reasonably requested by Purchaser in connection with Seller (i) Purchaser’s preparation of historical shall use its reasonable best efforts to supply financial statements and pro forma financial information involving for the Business to the extent required pursuant to (and any and all documents and consents related thereto) which comply with Regulation S-X promulgated by the U.S. Securities and Exchange Commission, and (ii) the timely filing of any other financial statements and pro forma financial information with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, and the applicable published rules and regulations thereunder for inclusion in any registration statement or other public filing of IMI under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and for the applicable published rules and regulations thereunder, and any securities offerings other offering circular or document used by Purchaser IMI in any other offering of securities, whether public or its Affiliates for which such financial information is reasonably necessary, in each case including (A) permitting Purchaser to use any audited or unaudited financial statements of the Sellers availableprivate, (Bii) facilitating the delivery from the Sellers’ or Purchaser’s shall use its reasonable best efforts to cause Seller's independent public accountants, as applicable, of relevant comfort letters necessary or advisable in connection accountants to cooperate with the foregoing, (C) facilitating the delivery from the Sellers’ independent public accountants of relevant consent letters necessary IMI in connection with the foregoing (including, without limitation, using reasonable best efforts to cause such independent accountants to deliver so-called "comfort letters," written consents and representation letters relating to the foregoing), and (Diii) if any requested shall engage its independent accountants to perform a quarterly review of the Seller's financial statements are for the first quarter of fiscal 2000 in accordance with Statements on Auditing Standards No. 71; PROVIDED, HOWEVER, that Buyer shall reimburse Seller for its reasonable out-of-pocket expenses incurred in connection with its compliance with this Section 5.3; PROVIDED FURTHER that such reimbursement obligation shall not availableextend to any services that would ordinarily be provided by such accountants to Seller. The Seller shall complete and deliver its December 31, assisting Purchaser and its independent public accountants in 1999 audited financial statements to the preparation Buyer on or before April 15, 2000. Without limiting the generality of the foregoing, Seller agrees that it will (i) consent to the use of such audited financial statementsstatements in any such registration statement, document or circular and (ii) execute and deliver, and cause its officers to execute and deliver, such "representation" letters as are customarily delivered in connection with audits and as Seller's and IMI's independent accountants may reasonably request under the circumstances.

Additional Financial Statements. If required by the Securities Act, so long as the out-of-pocket costs and expenses of the Company in connection therewith are included in Reimbursable Costs, promptly upon request of Purchaser at any time prior to the earlier of the Closing and termination of this Agreement, (a) Sellers the Company shall deliver to Purchaser promptly after available request that KPMG LLP (and“KPMG”), in any eventits independent accountants, at the same time as such items are first delivered to any prepare consolidated balance sheets and statements of the Lenders) copies of all monthly and quarterly financial statements relating to the Business that may be prepared by the Sellers during the period from the date of this Agreement to the Closing Date. All financial statements delivered pursuant to this Section shall be in accordance with the books and records of the Businessincome, shall be prepared in accordance with GAAP applied on a basis consistent with the Financial Statements, and shall fairly present the financial position cash flows and results of operations of (the Business as at the dates and “Additional Financial Statements”) for the periods indicated. Sellers shall promptly furnish to Purchaser Company (and any other information concerning the financial and operating condition of the Business that Purchaser from time to time may reasonably request. (ball documents and consents related thereto) Sellers shall cooperate which comply with Purchaser in a timely manner as reasonably requested by Purchaser in connection with (i) Purchaser’s preparation of historical financial statements and pro forma financial information involving the Business to the extent required pursuant to Regulation S-X promulgated by under the U.S. Securities and Exchange CommissionAct, and (ii) the timely for inclusion in any registration statement or other public filing of Purchaser or any other financial statements and pro forma financial information with the U.S. Securities and Exchange Commission Affiliate of Purchaser under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amendedAct, and for any securities offerings other offering circular or document used by Purchaser or its Affiliates for which such financial information is reasonably necessaryany Affiliate of Purchaser in any other offering of securities, in each case including (A) permitting Purchaser to use any audited whether public or unaudited financial statements of the Sellers availableprivate, (Bb) facilitating the delivery from the Sellers’ or Purchaser’s independent public accountants, as applicable, of relevant comfort letters necessary or advisable in connection Company shall use its commercially reasonable efforts to cause KPMG to cooperate with the foregoing, (C) facilitating the delivery from the Sellers’ independent public accountants of relevant consent letters necessary 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). Without limiting the generality of the foregoing, the Company 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 of such Additional Financial Statements in any such registration statement, document or circular and (Dz) execute and 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 circumstances. Purchaser shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective officers, employees, representatives and advisors, including legal and accounting, from and against any requested financial statements are and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with compliance with this Section 6.11 and any information utilized in connection therewith; provided, however, the foregoing shall not available, assisting Purchaser and its independent public accountants in be deemed to limit any rights to indemnification any of the preparation of such financial statementsparties hereto may have pursuant to Article IX herein.

Additional Financial Statements. If required by the Securities Act, so long as the out-of-pocket costs and expenses of the Company in connection therewith are included in Reimbursable Costs, promptly upon request of Purchaser at any time prior to the earlier of the Closing and termination of this Agreement, (a) Sellers the Company shall deliver to Purchaser promptly after available request that KPMG LLP (and“KPMG”), in any eventits independent accountants, at the same time as such items are first delivered to any prepare consolidated balance sheets and statements of the Lenders) copies of all monthly and quarterly financial statements relating to the Business that may be prepared by the Sellers during the period from the date of this Agreement to the Closing Date. All financial statements delivered pursuant to this Section shall be in accordance with the books and records of the Businessincome, shall be prepared in accordance with GAAP applied on a basis consistent with the Financial Statements, and shall fairly present the financial position cash flows and results of operations of (the Business as at the dates and “Additional Financial Statements”) for the periods indicated. Sellers shall promptly furnish to Purchaser Company (and any other information concerning the financial and operating condition of the Business that Purchaser from time to time may reasonably request. (ball documents and consents related thereto) Sellers shall cooperate which comply with Purchaser in a timely manner as reasonably requested by Purchaser in connection with (i) Purchaser’s preparation of historical financial statements and pro forma financial information involving the Business to the extent required pursuant to Regulation S-X promulgated by under the U.S. Securities and Exchange CommissionAct, and (ii) the timely for inclusion in any registration statement or other public filing of Purchaser or any other financial statements and pro forma financial information with the U.S. Securities and Exchange Commission Affiliate of Purchaser under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amendedAct, and for any securities offerings other offering circular or document used by Purchaser or its Affiliates for which such financial information is reasonably necessaryany Affiliate of Purchaser in any other offering of securities, in each case including (A) permitting Purchaser to use any audited whether public or unaudited financial statements of the Sellers availableprivate, (Bb) facilitating the delivery from the Sellers’ or Purchaser’s independent public accountants, as applicable, of relevant comfort letters necessary or advisable in connection Company shall use its commercially reasonable efforts to cause KPMG to cooperate with the foregoing, (C) facilitating the delivery from the Sellers’ independent public accountants of relevant consent letters necessary 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). Without limiting the generality of the foregoing, the Company 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 of such Additional Financial Statements in any such registration statement, document or circular and (Dz) execute and 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 circumstances. Purchaser shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective officers, employees, representatives and advisors, including legal and accounting, from and against any requested financial statements are and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with compliance with this Section 6.12 and any information utilized in connection therewith; provided, however, the foregoing shall not available, assisting Purchaser and its independent public accountants in be deemed to limit any rights to indemnification any of the preparation of such financial statementsparties hereto may have pursuant to Article IX herein.

Additional Financial Statements. (a) Sellers Seller will prepare and engage Ernst & Young LLP, its independent accountants, to audit, all financial statements with respect to the Business for periods prior to the Closing that are required to be filed by Buyer pursuant to the Securities Act or the Securities Exchange Act of 1934 (collectively, the “Additional Financial Statements”), including the balance sheet of the Business as of December 31, 2002 and the related statements of income, shareholders’ equity, and cash flows as of and for the fiscal year ended December 31, 2002, that are required to be filed by Buyer in connection with its Form 8-K with respect to the transactions contemplated by this Agreement (collectively, the “8-K Financial Statements”). Seller shall take all actions necessary to enable its independent accountants to promptly complete the audit of the Additional Financial Statements and will cause its independent accountants to deliver to Purchaser promptly Buyer its report on the 8-K Financial Statements, together with the consent of its independent accountants described in Section 5.5(b) with respect to the 8-K Financial Statements, within seventy days after available the Closing Date. The Additional Financial Statements shall be prepared from the books and records of Seller in accordance with GAAP and the Rules and Regulations of the SEC, including SEC Regulations S-K and S-X (andregardless of whether such regulations apply), so as to fairly present the financial position, results of operations, and cash flows of the Business for the periods indicated. (b) Seller agrees to provide audit representation letters as to the information provided by Seller to its independent accountants in connection with any audit of the Additional Financial Statements. The representation letters will be in such form and make the representations reasonably required by such independent accountants to enable them to issue a report acceptable to the SEC (notwithstanding that SEC review thereof may not be required). Seller consents, and covenants that its independent accountants will consent, to the inclusion of the Additional Financial Statements in any eventreport, registration statement, private placement memorandum, information memorandum, offering memorandum, or other offering or disclosure document. Seller will also provide, at Buyer’s expense, comfort letters or similar documentation reasonably requested by the same time underwriters or placement agents in connection with any securities offering for which Additional Financial Statements are required. (c) Seller will cooperate with Buyer and its counsel and independent accountants (at Buyer’s sole cost and expense, except as such items are first delivered provided in Section 5.5(d)) in connection with any filing to be made by Buyer with the SEC, including by providing Buyer with any of the Lenders) copies of all monthly and quarterly financial statements information relating to the Business that may be prepared by the Sellers during the period from the date of this Agreement to the Closing Date. All financial statements delivered pursuant to this Section shall be in accordance with the books and records of the Business, shall be prepared in accordance with GAAP applied on a basis consistent with the Financial Statements, and shall fairly present the financial position and results of operations of the Business as at the dates and for the periods indicated. Sellers shall promptly furnish to Purchaser any other information concerning the financial and operating condition of the Business that Purchaser from time to time Buyer may reasonably request. (bd) Sellers shall cooperate with Purchaser in a timely manner as reasonably requested by Purchaser in connection with (i) Purchaser’s preparation of historical financial statements and pro forma financial information involving the Business to the extent required pursuant to Regulation S-X promulgated by the U.S. Securities and Exchange Commission, and (ii) the timely filing The cost of any other financial statements audit and pro forma financial information with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and for any securities offerings by Purchaser or its Affiliates for which such financial information is reasonably necessary, in each case including (A) permitting Purchaser to use any audited or unaudited financial statements of the Sellers available, (B) facilitating the delivery from the Sellers’ or Purchaser’s independent public accountants, as applicable, of relevant comfort letters necessary or advisable in connection with the foregoing, (C) facilitating the delivery from the Sellers’ independent public accountants of relevant consent letters necessary in connection with the foregoing and (D) if any requested financial statements are not available, assisting Purchaser and its independent public accountants in the preparation of such financial statementsany of the 8-K Financial Statements shall be paid by Seller. Upon the delivery to Buyer of the 8-K Financial Statements together with the report on the 8-K Financial Statements and the consent of Seller’s independent accountants described in Section 5.5(b) with respect to the 8-K Financial Statements, Buyer agrees to reimburse Seller for one-half of the fees charged to Seller by its independent accountants with respect to the 8-K Financial Statements; provided, however, that Buyer’s liability under this Section 5.5(d) shall not exceed $50,000. The cost of any audit and the preparation of any Additional Financial Statements other than the 8-K Financial Statements shall be paid by Buyer. (e) If Seller fails to deliver the 8-K Financial Statements or to cause its independent accountants to deliver their report on the 8-K Financial Statements to Buyer, together with the consent of its independent accountants described in Section 5.5(b) with respect to the 8-K Financial Statements, within seventy days after the Closing Date, the Purchase Price will be reduced by $1,000,000. (f) Seller will authorize and direct its independent accountants to respond to any inquiries from Buyer concerning their progress in auditing the 8-K Financial Statements and to provide Buyer with periodic estimates for the date of completion of the 8-K Financial Statements.

Additional Financial Statements. (a) Prior to the Closing, Thomson Learning shall (i) provide such information, assistance and cooperation as SkillSoft PLC may reasonably request in connection with any offering, financing or Buyer filings under the Exchange Act, including, without limitation, assisting with the preparation of information packages, Rule 144A offering memoranda, prospectuses and registration statements filed under the Securities Act and reports under the Securities Act (the "Public Filings"), (ii) reasonably cooperate with SkillSoft PLC so SkillSoft PLC can obtain information sufficient for SkillSoft PLC to comply with the requirements for the Management's Discussion and Analysis portion of the Public Filings, (iii) use commercially reasonable efforts to cause the officers of the Sellers or senior executives of the Business to execute any reasonably necessary officers' certificates or management representation letters to the Sellers' accountants to issue unqualified reports with respect to the financial statements to be included in any Public Filings, (iv) upon reasonable prior notice, use commercially reasonable efforts to make senior management and other representatives of Thomson Learning or the Business available to participate in the preparation of any Public Filings or related materials and (v) request from the present and former independent accountants of Thomson Learning that they (A) cooperate with and assist SkillSoft PLC in preparing financial statements with respect to the Business for inclusion by SkillSoft PLC in the Public Filings, including in compliance with the applicable provisions of Regulation S-X, Form 8-K and Form S-3, (B) participate in drafting sessions related to the preparation of the Public Filings, (C) make work papers available to SkillSoft PLC and its representatives (subject to Buyer entering into any agreements reasonably required or requested by the accountants in connection with the provision of such work papers), (D) deliver "comfort-letters" in customary form in connection with any offering or financing, and (E) deliver consents to the inclusion of financial statements required in connection with any Public Filing. (b) Prior to Closing, Thomson Learning shall deliver to Purchaser promptly after available (SkillSoft PLC historical financial statements for the Business for the fiscal year 2006 and, if applicable, for the relevant quarterly periods of 2007 in any event, at the same time as such items are first delivered to any a form that complies with what is required by Item 9.01 of Form 8-K and Regulation S-X of the Lenders) copies SEC for a business acquisition required to be described in answer to Item 2.01 of all monthly and quarterly Form 8-K, including information required in order for SkillSoft PLC to prepare the pro forma financial information required by Item 9.01 of Form 8-K. The historical financial statements relating for the Business for the fiscal year 2006 shall be accompanied by an unqualified report from Thomson Learning's independent registered accounting firm stating to the Business effect that may be prepared such financial statements present fairly, in all material respects, the combined financial position of the Business, as well as the combined results of operations and cash flows, for each of the periods covered by the Sellers such financial statements, in conformity with GAAP. (c) Not later than forty (40) days after the completion of each fiscal quarter of Thomson Learning that occurs during the period from the date of this Agreement through the Closing Date (other than the quarter ending December 31, 2006), Thomson Learning shall deliver to SkillSoft PLC quarterly financial statements for the Business (together with any required notes) in a form that Thomson Learning prepares for internal financial reporting ; provided, however, that Thomson Learning shall provide SkillSoft PLC with such additional information as SkillSoft PLC may reasonably request in order to comply with the requirements for financial statements included in Quarterly Reports on Form 10-Q filed under the Exchange Act. (d) On or prior to March 31, 2007, Thomson Learning shall deliver to SkillSoft PLC the Audited Financial Statements. The Audited Financial Statements shall be accompanied by an unqualified report from Thomson Learning's independent registered accounting firm stating to the Closing Date. All effect that the Audited Financial Statements present fairly, in all material respects, the combined financial statements delivered pursuant to this Section shall be in accordance with the books and records position of the Business, shall be prepared in accordance with GAAP applied on a basis consistent with as well as the combined results of operations and cash flows, for each of the periods covered by the Audited Financial Statements, and shall fairly present the financial position and results of operations of the Business as at the dates and for the periods indicated. Sellers shall promptly furnish to Purchaser any other information concerning the financial and operating condition of the Business that Purchaser from time to time may reasonably requestin conformity with GAAP. (b) Sellers shall cooperate with Purchaser in a timely manner as reasonably requested by Purchaser in connection with (i) Purchaser’s preparation of historical financial statements and pro forma financial information involving the Business to the extent required pursuant to Regulation S-X promulgated by the U.S. Securities and Exchange Commission, and (ii) the timely filing of any other financial statements and pro forma financial information with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and for any securities offerings by Purchaser or its Affiliates for which such financial information is reasonably necessary, in each case including (A) permitting Purchaser to use any audited or unaudited financial statements of the Sellers available, (B) facilitating the delivery from the Sellers’ or Purchaser’s independent public accountants, as applicable, of relevant comfort letters necessary or advisable in connection with the foregoing, (C) facilitating the delivery from the Sellers’ independent public accountants of relevant consent letters necessary in connection with the foregoing and (D) if any requested financial statements are not available, assisting Purchaser and its independent public accountants in the preparation of such financial statements.