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(iv) As soon as practicable, after the end of
each of the first three fiscal quarters in each fiscal year of PFSweb and after
the end of each such fiscal year, PFSweb shall deliver to Daisytek International
a consolidated income statement and balance sheet for PFSweb and its
Subsidiaries for such fiscal quarter or year, as the case may be.
(v) As soon as practicable, and in any event no
later than three days before PFSweb intends to file its Quarterly Financial
Statements (as defined below) with the SEC, PFSweb shall deliver to Daisytek
International as final as possible drafts of (A) the consolidated financial
statements of PFSweb and its Subsidiaries (and notes thereto) for such periods
and for the period from the beginning of the current fiscal year to the end of
such quarter, setting forth in each case in comparative form for each such
fiscal quarter of PFSweb the consolidated figures (and notes thereto) for the
corresponding quarter and periods of the previous fiscal year and all in
reasonable detail and prepared in accordance with Article 10 of Regulation S-X,
and (B) a discussion and analysis by management of PFSweb's and its
Subsidiaries' financial condition and results of operations for such fiscal
period, including, without limitation, an explanation of any material adverse
change, all in reasonable detail and prepared in accordance with Item 303(b) of
Regulation S-K. The information set forth in (A) and (B) above is herein
referred to as the "Quarterly Financial Statements." If requested by Daisytek
International, together with the delivery of the Quarterly Financial Statements,
PFSweb shall deliver to Daisytek International a certificate of the chief
financial officer of PFSweb to the effect that the Quarterly Financial
Statements present fairly, in all material respects, the financial condition and
results of operations of PFSweb and its Subsidiaries as of and for the periods
presented therein; provided that PFSweb may continue to revise such Quarterly
Financial Statements prior to the filing thereof in order to make corrections
and changes which corrections and changes shall be delivered by PFSweb to
Daisytek International as soon as practicable thereafter; and, provided,
further, that Daisytek International and PFSweb financial representatives shall
actively consult with each other regarding any changes (whether or not
substantive) which PFSweb may consider making to its Quarterly Financial
Statements and related disclosures during the period prior to any anticipated
filing with the SEC, and PFSweb shall obtain Daisytek International's consent
prior to making any change to PFSweb's Quarterly Financial Statements or related
disclosures which would have an effect upon Daisytek International's financial
statements or related disclosures. In addition to the foregoing, no Quarterly
Financial Statement or any other document which refers, or contains information
with respect, to the ownership of PFSweb by Daisytek, the separation of PFSweb
from Daisytek International or the Distribution shall be filed with the SEC or
otherwise made public by PFSweb or any of its Subsidiaries without the prior
written consent of Daisytek International.
(vi) As soon as practicable, and in any event no
later than five days before PFSweb intends to file its Annual Financial
Statements (as defined below) with the SEC, PFSweb shall deliver to Daisytek
International as final as possible drafts of (A) the consolidated financial
statements of PFSweb and its Subsidiaries (and notes thereto) for such periods
and for the period from the beginning of the current fiscal year to the end of
such fiscal year, setting forth in each case in comparative form for each such
fiscal year of PFSweb the consolidated figures (and notes thereto) for the
corresponding period of the previous fiscal year and all in reasonable detail
and prepared in accordance with Article 10 of Regulation S-X, and (B)
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