Common use of Delivery of Audited Financial Statements Clause in Contracts

Delivery of Audited Financial Statements. Seller shall furnish Buyer at or prior to Closing (A) the audited consolidated balance sheets of the Company as of March 31, 2015, March 31, 2016, and as of December 31 in the calendar year 2016, and the related audited statements of income and cash flows for the fiscal years then ended, and the notes and schedules thereto required under Regulation S-X under the Securities Act (together, the “Acquired Company Audited Financial Statements”); and (B) the unaudited consolidated balance sheets of the Company as of the end of any quarterly period subsequent to December 31, 2016, to the extent the Closing has not occurred prior to the 45th day after the end of such quarter, within 40 days of the end of such quarter, or if not available within 40 days despite Seller’s commercially reasonable efforts, as soon as practicable thereafter, along with the corresponding financial statements for the same period in the immediately prior fiscal year, and the related unaudited statements of income and cash flows required under Regulation S-X under the Securities Act, which shall have been reviewed by the independent accountants of the Company as provided under SAS 100 (together, the “Acquired Company Unaudited Financial Statements,” and together with the Acquired Company Audited Financial Statements, the “Acquired Company Financial Statements”). Seller shall use commercially reasonable efforts to furnish to Buyer as promptly as reasonably practicable (i) financial information related to the Company reasonably requested in writing (including such requests made after the provision of the Acquired Company Financial Statements) by Buyer as promptly as reasonably practicable, which information is reasonably necessary for Buyer to produce the pro forma financial statements required under Regulation S-X under the Securities Act (together with the Acquired Company Financial Statements, the “Required Financial Information”), and (ii) other information with respect to the Company reasonably requested by Buyer in writing as promptly as reasonably practicable so that Buyer may satisfy its applicable SEC requirements with respect to Exchange Act reporting and the Required Financial Information. Such Acquired Company Financial Statements shall not materially differ from the Financial Statements and, to the extent of any such differences, Seller shall provide Buyer with a reasonably detailed reconciliation of each such difference. Buyer and Seller shall share equally the reasonable expenses of KPMG in connection with its preparation of the Acquired Company Audited Financial Statements, except that Buyer’s portion of such expenses shall not exceed $300,000.00, provided Buyer does not require a substantial change in the scope of the audit described in this Agreement, in which case the $300,000.00 limit shall not apply.

Delivery of Audited Financial Statements. Seller shall furnish will use its reasonable best efforts to deliver to Buyer at or prior by March 15, 2005 (i) an audited statement of assets to Closing (A) the audited consolidated balance sheets be acquired and liabilities to be assumed of the Company as of March 31, 2015, March 31, 2016, and Business as of December 31 in the calendar year 201631, 2002 and 2003, and the related audited statements of income products shipped and cash flows operating expenses of the Business for the fiscal years then ended, and the notes and schedules thereto required under Regulation S-X under the Securities Act (together, the “Acquired Company Audited Financial Statements”); and (B) the unaudited consolidated balance sheets of the Company as of the end of any quarterly period subsequent to December 31, 2016, to the extent the Closing has not occurred prior to the 45th day after the end of such quarter, within 40 days of the end of such quarter, or if not available within 40 days despite Seller’s commercially reasonable efforts, as soon as practicable thereafter, along with the corresponding financial statements for the same period in the immediately prior fiscal year, and the related unaudited statements of income and cash flows required under Regulation S-X under the Securities Act, which shall have been reviewed by the independent accountants of the Company as provided under SAS 100 (together, the “Acquired Company Unaudited Financial Statements,” and together with the Acquired Company reports thereon of Deloitte & Touche, LLP, Seller's independent certified public accountants, which reports shall contain no limitations or qualifications as to scope or otherwise and no exceptions and shall state specifically that such statements fairly present in all material respects the financial condition of the Business in accordance with GAAP (including the notes thereto, the "Audited Annual Financial Statements, the “Acquired Company Financial Statements”). Seller shall use commercially reasonable efforts to furnish to Buyer as promptly as reasonably practicable (i) financial information related to the Company reasonably requested in writing (including such requests made after the provision of the Acquired Company Financial Statements) by Buyer as promptly as reasonably practicable, which information is reasonably necessary for Buyer to produce the pro forma financial statements required under Regulation S-X under the Securities Act (together with the Acquired Company Financial Statements, the “Required Financial Information”"), and (ii) other information with respect an audited statement of assets to be acquired and liabilities to be assumed of the Company reasonably requested by Buyer in writing Business as promptly of the Interim Date and related statement of products shipped and operating expenses of the Business as reasonably practicable so that Buyer may satisfy its applicable SEC requirements with respect to Exchange Act reporting and of the Required Interim Date (the "Audited Interim Financial Information. Such Acquired Company Financial Statements shall not materially differ from the Financial Statements Statements" and, to collectively, with the extent of any such differencesAudited Annual Financial Statements, Seller shall provide Buyer with a reasonably detailed reconciliation of each such difference. Buyer and Seller shall share equally the reasonable expenses of KPMG in connection with its preparation of the Acquired Company "Audited Financial Statements, except that "). Seller will reasonably cooperate with Buyer in assisting Buyer with the preparation (at Buyer’s portion 's sole expense) of such expenses shall not exceed $300,000.00, provided Buyer does not require a substantial change in the scope an audited statement of assets to be acquired and liabilities to be assumed of the audit described Business as of December 31, 2004, and the related statement of products shipped and operating expenses of the Business for the fiscal year then ended (including the notes thereto, the "Audited 2004 Financial Statements"). The value of the Spares Inventory will be excluded from the Audited Interim Financial Statements and the Audited 2004 Financial Statements and the unaudited value of Spares Inventory (which shall be the unaudited value thereof as of February 17, 2005 as set forth in this Agreement, Exhibit N) will be set forth on a separate schedule attached to such financial statements. The notes to the Audited Annual Financial Statements will indicate that a value for Spares Inventory is not included in which case the $300,000.00 limit shall not applysuch financial statements.

Delivery of Audited Financial Statements. Seller shall furnish Buyer at or prior to Closing Within six (A6) the audited consolidated balance sheets months of the Company as Closing Date, Buyer may, in its sole discretion, deliver written notice to the Main Sellers (the “Audit Notice”) requiring Sellers to use their commercially reasonable efforts to cause to be prepared and delivered to Buyer audited statements of March 31the balance sheet of the Historical Velocity Business, 2015, March 31, 2016, and as of December 31 in the calendar year 201631, 2008 and December 31, 2007, and the related audited statements of income and cash flows of the Historical Velocity Business for the fiscal years then endedended December 31, 2008 and December 31, 2007, together with notes thereon and the notes and schedules thereto required under Regulation S-X under the Securities Act reports thereon of KPMG LLP, Sellers’ independent certified public accountants (togethercollectively, the “Acquired Company Audited Financial Statements”); . The Audited Financial Statements shall be prepared utilizing the same financial allocations, judgments and assumptions as are noted in the Pro Forma Financial Statements and accompanying notes and/or Schedules 5.5(b) or 5.5(c). Further, it is understood and agreed that (i) the Audited Financial Statements will be prepared in accordance with carve-out accounting guidelines as promulgated by the SEC and that are consistent with U.S. GAAP, (ii) such carve-out accounting guidelines have not been applied to the Pro Forma Financial Statements, and (Biii) any differences between the unaudited consolidated balance sheets Pro Forma Financial Statements and the Audited Financial Statements arising out of or related to the application of such carve-out accounting guidelines to the Audited Financial Statements and/or any modifications that would have been made to the Pro Forma Financial Statements had such carve-out accounting principles been utilized therefor (including as a result of corporate and other allocations, such as goodwill and other intangibles) shall not be the basis for any claim against any Seller by Buyer or any of its Affiliates. Buyer shall provide Sellers with all necessary and appropriate cooperation with respect to Sellers’ preparation of the Company as Audited Financial Statements. Following Buyer’s request for preparation and audit of the end of any quarterly period subsequent to December 31, 2016, to the extent the Closing has not occurred prior to the 45th day after the end of such quarter, within 40 days of the end of such quarter, or if not available within 40 days despite Seller’s commercially reasonable efforts, as soon as practicable thereafter, along with the corresponding financial statements for the same period in the immediately prior fiscal year, and the related unaudited statements of income and cash flows required under Regulation S-X under the Securities Act, which shall have been reviewed by the independent accountants of the Company as provided under SAS 100 (together, the “Acquired Company Unaudited Financial Statements,” and together with the Acquired Company Audited Financial Statements, the “Acquired Company Financial Statements”). Seller Sellers shall use commercially reasonable efforts to furnish to Buyer as promptly as reasonably practicable (i) financial information related promptly engage independent experts to prepare and audit the Company reasonably requested in writing (including such requests made after the provision of the Acquired Company Financial Statements) by Buyer as promptly as reasonably practicable, which information is reasonably necessary for Buyer to produce the pro forma financial statements required under Regulation S-X under the Securities Act (together with the Acquired Company Financial Statements, the “Required Financial Information”), and (ii) other information with respect to the Company reasonably requested by Buyer in writing as promptly as reasonably practicable so that Buyer may satisfy its applicable SEC requirements with respect to Exchange Act reporting and the Required Financial Information. Such Acquired Company Financial Statements shall not materially differ from the Financial Statements and, to the extent of any such differences, Seller shall provide Buyer with a reasonably detailed reconciliation of each such difference. Buyer and Seller shall share equally the reasonable expenses of KPMG in connection with its preparation of the Acquired Company Audited Financial Statements, except that Buyer’s portion (ii) promptly respond to requests for information from such independent experts and (iii) keep Buyer reasonably informed regarding the status of such the preparation and audit the Audited Financial Statements. Buyer shall promptly reimburse Sellers for all documented third-party costs and expenses shall not exceed $300,000.00, provided Buyer does not require a substantial change incurred by Sellers in the scope preparation and audit of the audit described in Audited Financial Statements. No Seller shall be required by this Agreement, in which case Section 9.15 to take any action that would unreasonably interfere with the $300,000.00 limit shall not applyconduct of its business or unreasonably disrupt its normal operations.

Delivery of Audited Financial Statements. Seller The Company shall furnish Buyer at or prior use reasonable best efforts to Closing deliver to SPAC: (Aa) by April 15, 2023, the audited consolidated balance sheets sheet of the Company as of March 31, 2015, March 31, 2016, and its Subsidiaries as of December 31 in the calendar year 201631, 2021, and the related audited consolidated statements of comprehensive income (loss), consolidated statements of changes in shareholders’ equity (deficit) and cash flows consolidated statements of cashflows for the fiscal years year then ended, each audited in accordance with the auditing standards of the PCAOB, (b) by April 15, 2023, any other audited or reviewed financial statements of the Company and its Subsidiaries that are required by applicable Law to be included in the Registration Statement / Proxy Statement, including, for the avoidance of doubt, the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2022, and the notes related audited consolidated statements of comprehensive income (loss), consolidated statements of changes in shareholders’ equity (deficit) and schedules thereto required under Regulation S-X under consolidated statements of cashflows for the Securities Act year then ended, each audited in accordance with the auditing standards of the PCAOB (together, the “Acquired Company Audited Financial Statements”); , each of which (I) will be prepared in accordance Law and IFRS applied on a consistent basis throughout the periods indicated (except as may be specifically indicated in the notes thereto) and (BII) fairly present, in all material respects, the financial position, results of operations, cash flows and changes of equity of the Group Companies of their respective dates and for the respective periods indicated therein, and (c) promptly, to the extent required for the Registration Statement / Proxy Statement, the unaudited consolidated balance sheets sheet of the Company Group Companies as of the end of any quarterly period a subsequent to December 31, 2016, to the extent the Closing has not occurred prior to the 45th day after the end of such quarter, within 40 days of the end of such quarter, or if not available within 40 days despite Seller’s commercially reasonable efforts, as soon as practicable thereafter, along with the corresponding financial statements for the same period in the immediately prior fiscal yeardate, and the related unaudited consolidated statements of comprehensive income (loss), consolidated statements of changes in shareholders’ equity (deficit) and consolidated statements of cashflows consolidated statements of operations, cash flows required under Regulation S-X under and changes of equity for the Securities Act, which shall have been reviewed by the independent accountants of the Company as provided under SAS 100 related period (together, the “Acquired Company Unaudited Financial Statements,” and together with the Acquired Company Audited Financial Statements, the “Acquired Company Updated Financial Statements”). Seller shall use commercially reasonable efforts to furnish to Buyer as promptly as reasonably practicable (i) financial information related to the Company reasonably requested in writing (including such requests made after the provision ; provided that, upon delivery of the Acquired Company Audited Financial Statements) by Buyer Statements and the Updated Financial Statements as promptly as reasonably practicable, which information is reasonably necessary for Buyer to produce the pro forma financial statements required under Regulation S-X under the Securities Act (together with the Acquired Company and when such Audited Financial Statements and Updated Financial Statements, as applicable, have been signed by the “Required Financial Information”), and (ii) other information with respect to the Company reasonably requested by Buyer in writing as promptly as reasonably practicable so that Buyer may satisfy its applicable SEC requirements with respect to Exchange Act reporting and the Required Financial Information. Such Acquired Company Financial Statements shall not materially differ from the Financial Statements and, to the extent of any such differences, Seller shall provide Buyer with a reasonably detailed reconciliation of each such difference. Buyer and Seller shall share equally the reasonable expenses of KPMG Company’s independent auditors in connection with its preparation the confidential submission and/or filing of the Acquired Company Audited Registration Statement / Proxy Statement, the representations and warranties set forth in Section 5.4(a) shall be deemed to apply to the Updated Financial StatementsStatements with the same force and effect as if made as of the date of this Agreement (provided that, except that Buyer’s portion of such expenses shall not exceed $300,000.00, provided Buyer does not require a substantial change in the scope case of the audit described any reviewed financial statements provided pursuant to this Section 8.17, such statements are subject to normal year-end adjustments that were not or are not expected to be material in this Agreement, in which case the $300,000.00 limit shall not apply.amount or effect). 103

Delivery of Audited Financial Statements. Seller shall furnish will use its reasonable best efforts to deliver to Buyer at or prior by March 15, 2005 (i) an audited statement of assets to Closing (A) the audited consolidated balance sheets be acquired and liabilities to be assumed of the Company as of March 31, 2015, March 31, 2016, and Business as of December 31 in the calendar year 201631, 2002 and 2003, and the related audited statements of income products shipped and cash flows operating expenses of the Business for the fiscal years then ended, together with the reports thereon of Deloitte & Touche, LLP, Seller’s independent certified public accountants, which reports shall contain no limitations or qualifications as to scope or otherwise and no exceptions and shall state specifically that such statements fairly present in all material respects the financial condition of the Business in accordance with GAAP, (including the notes and schedules thereto required under Regulation S-X under the Securities Act (togetherthereto, the “Acquired Company Audited Annual Financial Statements”); ) and (Bii) the unaudited consolidated balance sheets an audited statement of assets to be acquired and liabilities to be assumed of the Company Business as of the end Interim Date and related statement of any quarterly period subsequent to December 31, 2016, to the extent the Closing has not occurred prior to the 45th day after the end of such quarter, within 40 days products shipped and operating expenses of the end Business as of such quarterthe Interim Date (the “Audited Interim Financial Statements” and, or if not available within 40 days despite Seller’s commercially reasonable effortscollectively, as soon as practicable thereafter, along with the corresponding financial statements for the same period in the immediately prior fiscal year, and the related unaudited statements of income and cash flows required under Regulation S-X under the Securities Act, which shall have been reviewed by the independent accountants of the Company as provided under SAS 100 (together, the “Acquired Company Unaudited Financial Statements,” and together with the Acquired Company Audited Annual Financial Statements, the “Acquired Company Audited Financial Statements”). Seller shall use commercially reasonable efforts will reasonably cooperate with Buyer in assisting Buyer with the preparation (at Buyer’s sole expense) of an audited statement of assets to furnish be acquired and liabilities to Buyer be assumed of the Business as promptly as reasonably practicable (i) financial information of December 31, 2004, and the related to statement of products shipped and operating expenses of the Company reasonably requested in writing Business for the fiscal year then ended (including such requests made after the provision of the Acquired Company Financial Statements) by Buyer as promptly as reasonably practicable, which information is reasonably necessary for Buyer to produce the pro forma financial statements required under Regulation S-X under the Securities Act (together with the Acquired Company Financial Statementsnotes thereto, the “Required Audited 2004 Financial InformationStatements”). The value of the Spares Inventory will be excluded from the Audited Interim Financial Statements and the Audited 2004 Financial Statements and the unaudited value of Spares Inventory (which shall be the unaudited value thereof as of February 17, and (ii2005 as set forth in Exhibit N) other information with respect will be set forth on a separate schedule attached to such financial statements. The notes to the Company reasonably requested by Buyer in writing as promptly as reasonably practicable so that Buyer may satisfy its applicable SEC requirements with respect to Exchange Act reporting and the Required Financial Information. Such Acquired Company Audited Annual Financial Statements shall will indicate that a value for Spares Inventory is not materially differ from the Financial Statements and, to the extent of any included in such differences, Seller shall provide Buyer with a reasonably detailed reconciliation of each such difference. Buyer and Seller shall share equally the reasonable expenses of KPMG in connection with its preparation of the Acquired Company Audited Financial Statements, except that Buyer’s portion of such expenses shall not exceed $300,000.00, provided Buyer does not require a substantial change in the scope of the audit described in this Agreement, in which case the $300,000.00 limit shall not applyfinancial statements.

Delivery of Audited Financial Statements. Seller As soon as reasonably practicable following the date of this Agreement (and, in the case of final drafts of the Audited Financial Statements and the Reviewed Financial Statements, in no event more than 10 days following the date of this Agreement), the Company shall furnish Buyer at or prior deliver to Closing SPAC final drafts, subject only to final approval, noting any subsequent events that may occur between delivery thereof and execution by the Company’s independent auditors, of (Ai) the audited consolidated balance sheets sheet of the Company and the Company Subsidiaries as of March 31June 30, 20152019 and June 30, March 31, 2016, and as of December 31 in the calendar year 20162020, and the related audited consolidated statements of income operations and cash flows of the Company and the Company Subsidiaries for each of the fiscal years then ended, and each audited in accordance with the notes and schedules thereto required under Regulation S-X under auditing standards of the Securities Act PCAOB (togethercollectively, the “Acquired Company Audited Financial Statements”); and , (Bii) the unaudited reviewed consolidated balance sheets sheet of the Company and the Company Subsidiaries as of the end of any quarterly period subsequent to December 31, 2016, to the extent the Closing has not occurred prior to the 45th day after the end of such quarter, within 40 days of the end of such quarter, or if not available within 40 days despite Seller’s commercially reasonable efforts, as soon as practicable thereafter, along with the corresponding financial statements for the same period in the immediately prior fiscal year2020, and the related unaudited reviewed consolidated statements of income operations and cash flows required under Regulation S-X under the Securities Act, which shall have been reviewed by the independent accountants of the Company as provided under SAS 100 and the Company Subsidiaries for the six-month period then ended, each reviewed in accordance with the PCAOB (together, the “Acquired Company Unaudited Reviewed Financial Statements,” ”) and (iii) any other audited or reviewed financial statements of the Company and the Company Subsidiaries that are required by applicable Law to be included in the Registration Statement (together with the Acquired Company Audited Financial Statements and the Reviewed Financial Statements, the “Acquired Company Updated Financial Statements”). Seller shall use commercially reasonable efforts to furnish to Buyer as promptly as reasonably practicable (i) financial information related to the Company reasonably requested in writing (including ; provided that upon delivery of such requests made after the provision of the Acquired Company Financial Statements) by Buyer as promptly as reasonably practicable, which information is reasonably necessary for Buyer to produce the pro forma financial statements required under Regulation S-X under the Securities Act (together with the Acquired Company Financial Statements, the “Required Financial Information”), and (ii) other information with respect to the Company reasonably requested by Buyer in writing as promptly as reasonably practicable so that Buyer may satisfy its applicable SEC requirements with respect to Exchange Act reporting and the Required Financial Information. Such Acquired Company Updated Financial Statements shall not materially differ from as and when such Updated Financial Statement have been signed by the Financial Statements and, to the extent of any such differences, Seller shall provide Buyer with a reasonably detailed reconciliation of each such difference. Buyer and Seller shall share equally the reasonable expenses of KPMG Company’s independent auditors in connection with its preparation the filing of the Acquired Company Audited Registration Statement, the representations and warranties set forth in Section 4.07(a) shall be deemed to apply to the Updated Financial StatementsStatements with the same force and effect as if made as of the date of this Agreement (provided that, except that Buyer’s portion of such expenses shall not exceed $300,000.00, provided Buyer does not require a substantial change in the scope case of the audit described Reviewed Financial Statements and any other reviewed financial statements provided pursuant to this Section 8.16, such statements are subject to normal year-end adjustments that were not or are not expected to be material in this Agreement, in which case the $300,000.00 limit shall not applyamount or effect).