Common use of Delivery of Additional Financial Statements Clause in Contracts

Delivery of Additional Financial Statements. (a) Between the date hereof and the Closing, each Seller shall cause to be delivered to the Buyer within 10 days after the end of each calendar month an unaudited consolidated balance sheet of the Company and its Subsidiaries, and the related consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company and its Subsidiaries, together with all related notes and schedules thereto, in each case, prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) (such sets of monthly financial statements, the “Pre-Closing Monthly Financial Statements”). To the extent that an independent auditor or accountant shall be engaged to prepare such financial statements contemplated pursuant to this Section 5.10(a), Buyer shall bear the costs thereof. (b) Sellers shall, at the expense of Buyer, promptly engage an auditor selected by Buyer to commence preparation of, and shall cooperate with the Buyer and such auditor in the preparation of, (i) audited financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2016 (the “2016 Audited Financial Statements”), (ii) audited financial statements of the Company and its Subsidiaries for the six months ended June 30, 2017 (the “June 2017 Audited Financial Statements”) and (iii) an audited Schedule of Revenues of the Company and its Subsidiaries for the twelve months ended June 30, 2017 (the “June 2017 Audited Schedule of Revenues”), in each case prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (which shall be completed on or before Closing) and any other document or materials required to satisfy any public filing requirements of the Buyer arising out of or otherwise relating to the consummation of the transactions contemplated in this Agreement. 50

Delivery of Additional Financial Statements. (a) Between the date hereof and the Closing, each Seller the Sellers shall cause to be delivered to the Buyer within 10 ten (10) days after the end of each calendar month an unaudited consolidated balance sheet of the Company ARI and its Subsidiaries, and the related consolidated statements of income, retained earnings, stockholdersmembers’ equity and changes in financial position of the Company ARI and its Subsidiaries, together with all related notes and schedules thereto, in each case, prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) (such sets of monthly financial statements, the “Pre-Closing Monthly Financial Statements”). To the extent that an independent auditor or accountant shall be engaged to prepare such financial statements contemplated pursuant to this Section 5.10(a5.12(a), Buyer the Sellers shall bear the costs thereof. (b) The Sellers shall, at the expense of Buyer’s expense, promptly engage an cooperate with Ernst & Young or another auditor selected by the Buyer and consented to by the Sellers (which consent shall not be unreasonably withheld, delayed or conditioned) and commence preparation of, and shall cooperate with the Buyer and such auditor in the preparation of, (i) audited consolidated financial statements of the Company or ARI, as applicable, and its Subsidiaries for the fiscal year years ended December 31, 2016 2017 and 2018, respectively (collectively, the “2016 Required Audited Financial Statements”), (ii) audited financial statements of the Company and its Subsidiaries for the six months ended June 30, 2017 (the “June 2017 Audited Financial Statements”) and (iii) an audited Schedule of Revenues of the Company and its Subsidiaries for the twelve months ended June 30, 2017 (the “June 2017 Audited Schedule of Revenues”), in each case prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (which shall except as may be completed on or before Closingindicated in the notes thereto) and any other document or materials (including consents from such auditor) required to satisfy any public filing requirements of the Buyer arising out of or otherwise relating to the consummation of the transactions contemplated in this Agreement. 50In the event that the Required Audited Financial Statements have not been completed on or before Closing, the Sellers shall continue to provide such cooperation as reasonably required by the Buyer or its auditors in order to promptly complete the Required Audited Financial Statements.