Preparation of Company Financial Statements. The Company shall prepare (i) its financial statements for its fiscal year ending June 30, 2006 (the "Company FY 2006 Financial Statements"), including its balance sheet as of June 30, 2006 and its statements of cash flows and operations for its fiscal year ending June 30, 2006, and (ii) if the Stockholders Equity Date is not June 30, 2006, its balance sheet, including a statement of shareholders' equity, as of the Stockholders Equity Date; in each case in close consultation and cooperation with Parent and, at Parent's request, ▇▇▇▇▇▇'s independent public accounting firm; provided, however, that, without prejudice to Section 7.2(r), all decisions regarding the Company's financial statements shall be made exclusively by the Company in consultation with its auditors. The Company shall deliver the unaudited Company FY 2006 Financial Statements to Parent by August 15, 2006 and, if applicable, the unaudited balance sheet as of the Stockholders Equity Date not later than the earlier of (x) 21 days after such date, and (y) three Business Days prior to the Closing Date; in each case, together with a certificate duly executed by the principal executive officer and principal financial officer of the Company certifying, representing and warranting that the balance sheet and, if applicable, statements of cash flows and operations included therein (A) are correct in all Material respects and have been prepared in accordance with GAAP, consistently applied throughout the periods indicated and with each other, except as may be disclosed in notes thereto, subject in the case of interim statements to normal year-end adjustments, and (B) fairly and accurately present the financial condition, operating results (if applicable) and changes in shareholders' equity and cash flows (if applicable) of the Company as of the respective dates and during the respective periods indicated therein. The Company shall continue through the Closing Date to maintain a standard system of accounting established and administered in accordance with GAAP and to consult closely and cooperate with Parent in its asset valuation.
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Preparation of Company Financial Statements. The Seller shall and shall cause its Affiliates to, at its and their sole cost and expense and, to the extent an expense of the Holding Companies or Company shall prepare (i) its financial statements for its fiscal year ending June 30, 2006 (the "Company FY 2006 Financial Statements"), including its balance sheet as of June 30, 2006 and its statements of cash flows and operations for its fiscal year ending June 30, 2006, and (ii) if the Stockholders Equity Date is not June 30, 2006, its balance sheet, including a statement of shareholders' equitySubsidiaries, as of Transaction Expenses, deliver to the Stockholders Equity Date; in each case in close consultation and cooperation with Parent and, at Parent's request, ▇▇▇▇▇▇'s independent public accounting firm; provided, however, that, without prejudice to Section 7.2(r), all decisions regarding the Company's financial statements shall be made exclusively Purchaser by the Company in consultation with its auditors. The Company shall deliver the unaudited Company FY 2006 Financial Statements to Parent by August 15, 2006 and, if applicable, the unaudited balance sheet as of the Stockholders Equity Date not no later than the earlier of eight (x) 21 days after such date, and (y) three 8) Business Days prior to the Closing Date; , for purposes of the Purchaser and its Affiliates (including, for clarity, the Holding Companies and Company Subsidiaries) to satisfy post-closing reporting obligations under Form 8-K and Rule 3-05 of Regulation S-X of the Securities Act, in each case, together case prepared in accordance with a certificate duly executed by GAAP: (a) the principal executive officer audited combined statements of income and principal financial officer cash flows of the Company certifyingBusiness for the most recent fiscal year ended at least ninety (90) days prior to the Closing Date, representing and warranting that (b) the audited combined balance sheet andof the Business as of the most recent fiscal year ended at least ninety (90) days prior to the Closing Date, (c) the unaudited combined statements of income and cash flows of the Business for the most recent fiscal quarter ended at least forty (40) days prior to the Closing Date, if applicable, and (d) the unaudited combined balance sheet of the Business as of the most recent fiscal quarter ended at least forty (40) days prior to the Closing Date, if applicable, in each case with applicable footnotes, and in the case of clauses (a) and (b) together with an unqualified audit report of the auditor of the Seller and its Affiliates (with respect to the Business) related thereto, providing that such financial statements of cash flows and operations included therein (A) are correct in all Material respects and have been prepared in accordance with GAAP, consistently applied throughout audited in accordance with AICPA standards (for the periods indicated and with each otheravoidance of doubt, except as may be disclosed in notes theretonot PCAOB standards, subject to the limitations set forth in Section 6.18 of the Seller Disclosure Letter) and present fairly in all material respects the financial position of the Business, and the results of operations of the Business, in each case, as of the respective dates thereof and for the respective periods covered thereby (subject, in the case of interim the financial statements referred to in clauses (c) and (d) above, to normal year-end audit adjustments, and ) (B) fairly and accurately present the financial conditionstatements delivered pursuant to this Section 6.18, operating results (if applicable) the “GAAP Financial Statements”). Seller shall also obtain and changes provide to Purchaser the consent of such auditor as is necessary in shareholders' equity and cash flows (if applicable) of connection with any filings with the Company as of SEC that are to include the respective dates and during the respective periods indicated therein. The Company shall continue through the Closing Date to maintain a standard system of accounting established and administered in accordance with GAAP and to consult closely and cooperate with Parent in its asset valuationFinancial Statements.
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Preparation of Company Financial Statements. The Company shall prepare (i) its financial statements for its fiscal year ending June 30, 2006 (the "Company FY 2006 Financial Statements"), including its balance sheet as of June 30, 2006 and its statements of cash flows and operations for its fiscal year ending June 30, 2006, and (ii) if the Stockholders Equity Date is not June 30, 2006, its balance sheet, including a statement of shareholders' equity, as of the Stockholders Equity Date; in each case in close consultation and cooperation with Parent and, at Parent's request, ▇▇▇▇▇▇Parent's independent public accounting firm; provided, however, that, without ▇▇▇▇▇▇t prejudice to Section 7.2(r), all decisions regarding the Company's financial statements shall be made exclusively by the Company in consultation with its auditors. The Company shall deliver the unaudited Company FY 2006 Financial Statements to Parent by August 15, 2006 and, if applicable, the unaudited balance sheet as of the Stockholders Equity Date not later than the earlier of (x) 21 days after such date, and (y) three Business Days prior to the Closing Date; in each case, together with a certificate duly executed by the principal executive officer and principal financial officer of the Company certifying, representing and warranting that the balance sheet and, if applicable, statements of cash flows and operations included therein (A) are correct in all Material respects and have been prepared in accordance with GAAP, consistently applied throughout the periods indicated and with each other, except as may be disclosed in notes thereto, subject in the case of interim statements to normal year-end adjustments, and (B) fairly and accurately present the financial condition, operating results (if applicable) and changes in shareholders' equity and cash flows (if applicable) of the Company as of the respective dates and during the respective periods indicated therein. The Company shall continue through the Closing Date to maintain a standard system of accounting established and administered in accordance with GAAP and to consult closely and cooperate with Parent in its asset valuation.
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