Common use of SEC Financial Statements Clause in Contracts

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 by Regulation S-X and Regulation S-K under the Securities Act or in order for Parent to comply with its financial reporting obligations as established by the SEC (including pursuant to Form 8-K and any pro-forma financial information requirements) in connection with the transactions contemplated hereunder. (b) Seller hereby represents, warrants, covenants and agrees that SEC Financial Statements (i) may consist of “carve-out financial statements” in respect of the GA Business, to the extent permitted by, and in accordance with, applicable guidance of the SEC (including guidance set forth in the SEC Financial IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4858-7384-8369v5 2954978-000007 09/08/2022" "" 4858-7384-8369v5 2954978-000007 09/08/2022 Reporting Manual SEC Staff Accounting Bulletin Topic 1B.1), (ii) shall be prepared in accordance with GAAP, consistently applied, and applicable requirements of the SEC, and (iii) shall fairly present in all material respects the financial condition of the GA Business as of and for the dates thereof and the results of operations and cash flows of the the GA Business for the periods presented, subject, in the case of unaudited statements, to normal year-end audit adjustments. (c) Seller shall provide Parent and Purchase with such other financial records and documents, and shall otherwise cooperate, and cause its auditors to cooperate with Parent, in connection with Parent’s satisfication of its financial and other disclosure obligations in respect of the GA Business, in each case as promptly as reasonably possibly following the reasonable request therefor by Parent or Purchaser. (d) Seller understands, acknowledges and agrees that Parent and Purchaser will suffer significant harm in the event that Seller breaches or otherwise fails to fulfill any of its obligations under this Section 15.6 and that, without limiting the rights of Parent and Purchaser at law or in equity in respect of any such breach or failure, agrees with Parent and Purchaser that, notwithstanding anything to the contrary contained herein, Parent shall not be obligated to comply with any of its obligations under Section 10.3 and Schedule 10.3 unless and until Seller has satisfied all of its obligations under this Section 15.6 within the time periods specified therefor.

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 09/08/2022and 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”). (ab) 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. ii. 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 by Regulation S-X and Regulation S-K under the Securities Act or in order for Parent to comply with its financial reporting obligations as established by the SEC (including pursuant to Form 8-K and any pro-forma financial information requirements) in connection with the transactions contemplated hereunder. (bc) Seller hereby represents, warrants, covenants and agrees that SEC Financial Statements (i) may consist of “carve-out financial statements” in respect of the GA Business, to the extent permitted by, and in accordance with, applicable guidance of the SEC (including guidance set forth in the SEC Financial IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4858-7384-8369v5 2954978-000007 09/08/2022" "" 4858-7384-8369v5 2954978-000007 09/08/2022 Reporting Manual SEC Staff Accounting Bulletin Topic 1B.1), (ii) shall be prepared in accordance with GAAP, consistently applied, and applicable requirements of the SEC, and (iii) shall fairly present in all material respects the financial condition of the GA Business as of and for the dates thereof and the results of operations and cash flows of the the GA Business for the periods presented, subject, in the case of unaudited statements, to normal year-end audit adjustments. (cd) Seller shall provide Parent and Purchase with such other financial records and documents, and shall otherwise cooperate, and cause its auditors to cooperate with Parent, in connection with Parent’s satisfication of its financial and other disclosure obligations in respect of the GA Business, in each case as promptly as reasonably possibly following the reasonable request therefor by Parent or Purchaser. (de) Seller understands, acknowledges and agrees that Parent and Purchaser will suffer significant harm in the event that Seller breaches or otherwise fails to fulfill any of its obligations under this Section 15.6 and that, without limiting the rights of Parent and Purchaser at law or in equity in respect of any such breach or failure, agrees with Parent and Purchaser that, notwithstanding anything to the contrary contained herein, Parent shall not be obligated to comply with any of its obligations under Section 10.3 and Schedule 10.3 unless and until Seller has satisfied all of its obligations under this Section 15.6 within the time periods specified therefor.