Common use of Audited Financial Statements; Interim Financial Statements Clause in Contracts

Audited Financial Statements; Interim Financial Statements. As soon as practicable, but in no event later than three (3) days prior to the Closing Date, Sellers shall (i) prepare and deliver to Purchaser the Audited Financial Statements (reported on by Ernst & Young LLP (“E&Y”)) and (ii) prepare and deliver to Purchaser the unaudited, interim financial statements of the Business listed on Schedule 6.4 (the “Interim Financial Statements”). Sellers shall make all work papers associated with the preparation of the Audited Financial Statements and the Interim Financial Statements that were prepared by its management team reasonably available for review by Purchaser and its authorized representatives. Sellers shall use commercially reasonable efforts to cause E&Y to make all work papers associated with the preparation of the Audited Financial Statements available for review by Purchaser; provided, however, that Purchaser has signed any agreements relating to such access and work papers as required by E&Y and agrees to comply with such other terms and conditions as shall be determined by E&Y in its sole discretion. Sellers’ and their Affiliates’ actual, out-of-pocket costs reasonably incurred for the preparation of the Audited Financial Statements shall be paid 50% by Purchaser or its Affiliates and 50% by Sellers or their Affiliates.

Audited Financial Statements; Interim Financial Statements. As soon as practicable, but in no event later than three (3) days prior to the Closing Date, Sellers shall (i) prepare and deliver to Purchaser the Audited Financial Statements (reported on by Ernst & Young LLP (“E&Y”)) and (ii) prepare and deliver to Purchaser the unaudited, interim financial statements of the Business listed on Schedule 6.4 (the “Interim Financial Statements”). Sellers shall make all work papers associated with the preparation of the Audited Financial Statements and the Interim Financial Statements that were prepared by its management team reasonably available for review by Purchaser and its authorized representatives. Sellers shall use commercially reasonable efforts to cause E&Y to make all work papers associated with the preparation of the Audited Financial Statements available for review by Purchaser; provided, however, that Purchaser has signed any agreements relating to such access and work papers as required by E&Y and agrees to comply with such other terms and conditions as shall be determined by E&Y in its sole discretion. Sellers’ and their Affiliates’ actual, out-of-pocket costs reasonably incurred for the preparation of the Audited Financial Statements shall be paid 50% by Purchaser or its Affiliates and 50% by Sellers or their Affiliates. 6.5 Exclusive Dealing. Until the Closing (or earlier termination of this Agreement), no Seller or any of their Affiliates shall, and shall use reasonable efforts to cause their representatives not to, take any action to, directly or indirectly, solicit or engage in discussion or negotiations with, or encourage or provide any information to, any Person other than Purchaser and ▇▇▇▇▇▇▇ (and their Affiliates and representatives) concerning the purchase of all or substantially all of the assets of the Business or capital stock of Sellers (whether by merger, recapitalization or other similar transactions).