Common use of Preparation of Audited Financial Statements Clause in Contracts

Preparation of Audited Financial Statements. Seller shall use commercially reasonable efforts to prepare and deliver to Buyer an audited consolidated balance sheet of PPL Gas Utilities as of December 31, 2007, and as of December 31, 2008, if the Closing occurs after February 28, 2009, and audited consolidated statements of income and cash flows of PPL Gas Utilities for the twelve-month period ended December 31, 2007, and December 31, 2008, if the Closing occurs after February 28, 2009 (such audited balance sheet, statements of income and cash flows and related notes to the financial statements, the “Audited Financials”). In addition, Seller shall use commercially reasonable efforts to prepare and deliver to Buyer an unaudited consolidated balance sheet of PPL Gas Utilities as of the end of the interim period preceding the Closing for which Buyer must provide interim financial statements of PPL Gas Utilities in a report on Form 8-K and unaudited consolidated statements of income and cash flows of PPL Gas Utilities for the interim period ending as of the date of such balance sheet and for the prior year comparative period (such unaudited balance sheets, statements of income and cash flows and related notes to the financial statements, the “Interim Financials”). The Audited Financials and Interim Financials shall be prepared in accordance with GAAP, except to the extent permitted by Regulation S-X, adopted by the Securities and Exchange Commission, and the Audited Financials shall be accompanied by the unqualified opinion of the auditors of PPL Gas Utilities. Seller shall promptly advise Buyer of any material issues relating to the preparation of the Audited Financials, and Buyer shall reimburse Seller for the reasonable fees and expenses of Seller’s external auditor relating to the preparation of the Audited Financials. Seller shall use commercially reasonable efforts to deliver the Audited Financials and Interim Financials to Buyer by the Closing Date, but Seller’s requirement to deliver such Audited Financials and Interim Financials shall not be a condition to Closing. In addition, upon Buyer’s request, Seller shall use commercially reasonable efforts to provide such supplemental schedules and other unaudited financial information as Buyer may reasonably request related to Audited Financials and Interim Financials.