SEC Financial Statements Clause Samples

SEC Financial Statements. (a) Seller shall obtain and deliver to Buyer by the date that is 70 days after the Closing, (i) audited financial statements for the Business for the year ended December 31, 2016 (the “Audited Financial Statements”), and (ii) unaudited year-to-date financial statements for the most recently completed quarterly period prior to Closing (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Rule 3-05 Financial Statements”). Seller shall reasonably cooperate with Buyer regarding other financial information relating to the Business that may be required in connection with any filing with the Securities and Exchange Commission (the “SEC”) by Buyer after the Closing. (b) The Rule 3-05 Financial Statements will be (i) prepared in accordance with the books and records of the Business, (ii) prepared in accordance with Regulation S-X and United States generally accepted accounting principles (“GAAP”), (iii) prepared as either (x) carve-out financial statements or (y) abbreviated financial statements to the extent Buyer requests and receives pre-clearance from the SEC to use such abbreviated financial statements in any reports and registration statements of Buyer and (iv) in the case of the Audited Financial Statements, accompanied by an opinion (the “Audit Opinion”) of Ernst & Young LLP (the “Independent Auditor”), which opinion complies with Regulation S-X. Seller agrees to provide Buyer with an opportunity to review and comment on drafts of the Rule 3-05 Financial Statements, the form and substance of which shall be reasonably acceptable to Buyer, and with reasonable access to the books, records and personnel of the Business and Seller and all documents, schedules and work papers that are reasonably necessary for purposes of such review. (c) To the extent Buyer is required to file the Rule 3-05 Financial Statements with the SEC under applicable Requirements of Law, then (i) Buyer will use its commercially reasonable efforts to request pre-clearance from the SEC to file the Rule 3-05 Financial Statements in the form of abbreviated financial statements rather than carve-out financial statements and (ii) Seller will use its commercially reasonable efforts to cause the Independent Auditor to provide to Buyer no later than five business days prior to the required filing date of the Rule 3-05 Financial Statements the consents necessary to permit the inclusion of the Audit Opinion with respect to the Audited Financial Statements in ...

SEC Financial Statements. If Parent determines in good faith after consultation with Parent’s professional advisors that Parent would be required under the applicable Legal Requirements to file with the SEC audited annual financial statements of the Bayer Business (the “Audited Financial Statements”) for the periods specified by Rule 3-05 of Regulation S-X (any Audited Financial Statements, the “SEC Financial Statements”), then Parent shall provide written notice to Bayer of such determination at least seventy (70) days prior to the required filing date at the SEC, provided that such seventy day period will be reduced as necessary day for day from the required filing date at the SEC until the required data set forth on Schedule 9.16 has been received from Bayer to make such determination, and Bayer will deliver the SEC Financial Statements to Parent as soon as commercially practicable and no later than ten (10) days prior to the required filing date at the SEC. The SEC Financial Statements will be (a) prepared in accordance with the books and records of the Bayer Business, (b) prepared in accordance with Regulation S-X and GAAP, and (c) in the case of the Audited Financial Statements, accompanied by an opinion (the “Audit Opinion”) of PricewaterhouseCoopers LLP, Deloitte Touche Tohmatsu LLP, KPMG, LLP or Ernst & Young LLP (the “Independent Auditor”), which opinion complies with Regulation S-X. Bayer will use its commercially reasonable efforts to cause the Independent Auditor to provide to Parent the consents requested by Parent to permit the inclusion of the Audit Opinion with respect to the Audited Financial Statements in Parent’s reports and registration statements filed with the SEC for periods required under applicable Legal Requirements. Parent will reimburse Bayer for Bayer’s reasonable costs (which will include the cost of any external support Bayer may utilize to assist or prepare the SEC Financial Statements).

SEC Financial Statements. Seller acknowledges that Buyer may request Deloitte to audit (at Buyer's sole cost and expense) the consolidated balance sheet of the Company and the Subsidiaries as of December 30, 1995 and/or December 31, 1994 together with the related statements of income, stockholders equity and cash flows for the years then ended. In such event, Seller will reasonably cooperate with Buyer, will not impede such an audit and will not withhold consent to such an audit or to Buyer's use of such audited financial statements. All out-of-pocket costs related to such audit (including, without limitation, any costs or charges of Deloitte) shall be paid by Buyer.

SEC Financial Statements. The Shareholders shall have delivered (i) consolidated, audited balance sheets of the Company and its Subsidiaries as of the end of the two most recent fiscal years, (ii) a consolidated, unaudited balance sheet as of the end of the most recent quarter preceding the Closing, (iii) consolidated, audited statements of income and cash flows for each of the three fiscal years preceding the Closing, and (iv) consolidated, unaudited statements of income and cash flows for the interim period between the latest audited balance sheet date and the date of the balance sheet being provided pursuant to clause (ii), in each case meeting the requirements of the SEC that would be applicable to the Company as if its securities were registered under Section 12 of the SECURITIES AND EXCHANGE ACT OF 1934, as amended (collectively, the "SEC FINANCIAL STATEMENTS").

SEC Financial Statements. (a) As soon as practicable after the date hereof, and in no event later than five (5) days before the Closing Date, Seller shall: i. cause to be prepared and provide to Parent and Purchaser audited consolidated (A) balance sheets for the GA Business as of December 31, 2020 and December 31, 2021, (B) related statements of operations, cash flows and stockholders’ equity and, if applicable, statements of comprehensive income, of the GA Business for the fiscal years then ended and (C) an unqualified opinion of independent public accountants and customary SEC filing consent letter with respect to such balance sheets and statements of operations, cash flows and stockholders’ equity and, if applicable, statements of comprehensive income (any such balance sheets, statements of operations, cash flows, stockholders’ equity, comprehensive income, and opinions, collectively, the “Audited Financial Statements”); and IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4858-7384-8369v5 2954978-000007 09/08/2022" "" 4858-7384-8369v5 2954978-000007 09/08/2022 ii. cause to be prepared and provide to Parent and Purchaser reviewed consolidated unaudited balance sheets of the GA Business as of June 30, 2022, and statements of earnings, cash flows and stockholders’ equity and, if applicable, statements of comprehensive income of the GA Business for the six months ended June 30, 2022 and June 30, 2021 (the “Initial Interim Financial Statements”). (a) As soon as practicable after the date hereof, and in no event later than the the sixtieth (60th) day after the earlier of September 30, 2022 and the Closing Date, Seller shall: i. cause to be prepared and provide to Parent and Purchaser reviewed consolidated unaudited balance sheets of the GA Business as of September 30 2022, and statements of earnings, cash flows and stockholders’ equity and, if applicable, statements of comprehensive income of the GA Business for the nine months ended September 30, 2022 and September 30, 2021 (the “Additional Interim Financial Statements” and, together with the Audited Financial Statements and the Initial Interim Financial Statements, the “Finacial Statements”); and i. cause to be prepared and provide to Parent and Purchaser any other financial and other pertinent information regarding the GA Business as may be reasonably requested by Parent or Purchaser, as determined by Purchaser in good faith, including all financial statements financial data, in each case of the type required b...

SEC Financial Statements. The Company shall have delivered (i) audited balance sheets of the Company as of the end of the two most recent fiscal years, (ii) an unaudited balance sheet as of the end of the most recent quarter preceding the Closing, (iii) audited statements of loss, deficit and cash flows for each of the two fiscal years preceding the Closing, and (iv) unaudited comparative statements of loss, deficit and cash flows for the interim period between the latest audited balance sheet date and the date of the interim balance sheet being provided pursuant to clause (ii), in each case meeting the requirements of the SEC that would be applicable to the Company as if its securities were registered under Section 12 of the SECURITIES AND EXCHANGE ACT OF 1934, as amended (collectively, the "SEC FINANCIAL STATEMENTS") or as if the SEC Financial Statements were being incorporated into a registration statement, annual report or other publicly filed document with the SEC.

SEC Financial Statements. Pentair acknowledges that Buyer is required to cause to be prepared audited financial statements of the Federal Division containing an unqualified report of the independent certified public accountants reviewing such statements as of December 31st of the applicable fiscal year(s) (the "Audited Financial Statements"), and interim unaudited financial statements (comparative, if required) for the Federal Division as of and for the interim period (which interim period end shall be a date within 135 days of the date of filing of such statement with the Securities and Exchange Commission) (the "Interim Unaudited Financial Statements") sufficient to meet the requirements of Rule 3-05 of Regulation S-X of the Securities and Exchange Commission. Pentair agrees that it shall (i) cooperate to the extent reasonably necessary in such preparation or review, and (ii) pay one-half of the fees and expenses of the independent certified public accountants in preparing such financial statement(s), up to a maximum of $45,000.

SEC Financial Statements. Within sixty-five (65) days and seventy- ------------------------ three (73) days following the Closing Date, Seller shall deliver to Buyer, in draft form and final form, respectively, financial statements of Seller relating to the Business as at and for the periods ended as required in that certain letter, dated August 24, 1998, from the Securities and Exchange Commission (the "SEC") to Buyer in the form attached hereto as Exhibit F (the "SEC Financial --------- Statements"), all of which shall be prepared in accordance with GAAP, consistently applied, and fairly present, on an accrual basis, the financial condition of Seller relating to the Business, and the results of operations of the Business as at the relevant dates thereof and for the respective periods covered thereby.

SEC Financial Statements. Seller shall provide any other financial information regarding the Business that is required by the SEC in order for Buyer to satisfy its reporting obligations pursuant to Form 8-K and Sections 13 or 15(d) of the Securities Exchange Act of 1934 with respect to the acquisition contemplated by this Agreement.