Common use of Delivery of Audited Financial Statements Clause in Contracts

Delivery of Audited Financial Statements. (a) Within three (3) business days of its receipt thereof, but in no event more than ninety (90) days after the Closing Date, the Company shall deliver to Parent the audited Balance Sheet and the audited statements of operations, stockholders’ (deficit) equity and cash flows for the years ended December 31, 2003 and 2002 and for the period from March 1992 (inception) to December 31, 2003, together with the related independent auditors report of Mxxxxx & Kleigman LLP. Notwithstanding the foregoing as it relates to the period in which such audited financial statements shall be delivered, the Company shall use its best efforts to deliver such financial statements to Parent within fifteen (15) days of the Closing Date. Such audited financial statements shall not contain results which are materially and adversely different from the results presented in the unaudited financial statements attached hereto as Schedule 2.10. (b) Until such time as such audited financial statements and related auditors’ report of Mxxxxx & Kliegman LLP are delivered, the parties hereto agree that Corporate Stock Transfer, Inc. and Guaranty Bank & Trust, as escrow agent and escrow bank in the Private Placement, shall hold in escrow $1,500,000 of the net proceeds received in the Private Placement, notwithstanding the provisions of that certain Escrow Agreement by and between the Company, Parent, Corporate Stock Transfer, Inc., Guaranty Bank & Trust and Bxxxxxxxxx Securities Corporation, dated April 20, 2004, and that certain Placement Agent Agreement by and between the Company, Parent and Bxxxxxxxxx Securities Corporation, dated as of April 8, 2004. If such audited financial statements and related auditors’ report are delivered within ninety (90) days of the Effective Time, then the funds withheld pursuant to this Section 6.11(b) shall be promptly remitted to Parent. If such audited financial statements and related auditors’ report are not delivered within ninety (90) days of the Effective Time, then such withheld funds shall be returned to investors in the Private Placement on a pro rata basis in accordance with their investment, unless and except to the extent that such delay is the result of (i) the breach of this Agreement by or negligence or willful misconduct of Parent, Acquisition Corp. or any of their respective affiliates prior to the Closing, or (ii) actions taken or conduct by Sovereign or its affiliates which directly effects or is otherwise intended to deliberately interfere with the ability of Mxxxxx & Kxxxxxxx LLP to complete the audit.

Delivery of Audited Financial Statements. The Company shall use reasonable best efforts to deliver to SPAC: (a) Within three (3) business days of its receipt thereofby June 15, but in no event more than ninety (90) days after the Closing Date2024, the audited consolidated balance sheet of the Company shall deliver and its Subsidiaries as of June 30, 2023, and the related audited consolidated statements of comprehensive income (loss), consolidated statements of changes in shareholders’ equity (deficit) and consolidated statements of cashflows for the year then ended, each audited in accordance with the auditing standards of the PCAOB, (b) by June 15, 2024, any other audited or reviewed financial statements of the Company and its Subsidiaries that are required by applicable Law to Parent be included in the Registration Statement / Proxy Statement, including, for the avoidance of doubt, the audited Balance Sheet consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2023, and the related audited consolidated statements of comprehensive income (loss), consolidated statements of changes in shareholders’ equity (deficit) and consolidated statements of cashflows for the year then ended, each audited in accordance with the auditing standards of the PCAOB (together, the “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 (II) 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 sheet of the Group Companies as of a subsequent date, 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, stockholders’ (deficit) equity and cash flows and changes of equity for the years ended December 31, 2003 and 2002 and for the related period from March 1992 (inception) to December 31, 2003, together with the related Audited Financial Statements, the “Updated Financial Statements”); provided that, upon delivery of the Audited Financial Statements and the Updated Financial Statements as and when such Audited Financial Statements and Updated Financial Statements, as applicable, have been signed by the Company’s independent auditors report in connection with the confidential submission and/or filing of Mxxxxx & Kleigman LLP. Notwithstanding the foregoing as it relates Registration Statement / Proxy Statement, the representations and warranties set forth in Section 5.4(a) shall be deemed to apply to the period Updated Financial Statements with the same force and effect as if made as of the date of this Agreement (provided that, in which such audited the case of any reviewed financial statements shall be delivered, the Company shall use its best efforts to deliver such financial statements to Parent within fifteen (15) days of the Closing Date. Such audited financial statements shall not contain results which are materially and adversely different from the results presented in the unaudited financial statements attached hereto as Schedule 2.10. (b) Until such time as such audited financial statements and related auditors’ report of Mxxxxx & Kliegman LLP are delivered, the parties hereto agree that Corporate Stock Transfer, Inc. and Guaranty Bank & Trust, as escrow agent and escrow bank in the Private Placement, shall hold in escrow $1,500,000 of the net proceeds received in the Private Placement, notwithstanding the provisions of that certain Escrow Agreement by and between the Company, Parent, Corporate Stock Transfer, Inc., Guaranty Bank & Trust and Bxxxxxxxxx Securities Corporation, dated April 20, 2004, and that certain Placement Agent Agreement by and between the Company, Parent and Bxxxxxxxxx Securities Corporation, dated as of April 8, 2004. If such audited financial statements and related auditors’ report are delivered within ninety (90) days of the Effective Time, then the funds withheld provided pursuant to this Section 6.11(b) shall be promptly remitted 8.16, such statements are subject to Parent. If such audited financial statements and related auditors’ report normal year-end adjustments that were not or are not delivered within ninety (90) days of the Effective Time, then such withheld funds shall expected to be returned to investors material in the Private Placement on a pro rata basis in accordance with their investment, unless and except to the extent that such delay is the result of (i) the breach of this Agreement by amount or negligence or willful misconduct of Parent, Acquisition Corp. or any of their respective affiliates prior to the Closing, or (ii) actions taken or conduct by Sovereign or its affiliates which directly effects or is otherwise intended to deliberately interfere with the ability of Mxxxxx & Kxxxxxxx LLP to complete the auditeffect).

Delivery of Audited Financial Statements. (a) Within three (3) business days of Seller will use its receipt thereof, but in no event more than ninety (90) days after the Closing Date, the Company shall reasonable best efforts to deliver to Parent Buyer by March 15, 2005 (i) an audited statement of assets to be acquired and liabilities to be assumed of the audited Balance Sheet and the audited statements Business as of operations, stockholders’ (deficit) equity and cash flows for the years ended December 31, 2003 and 2002 and 2003, and the related statements of products shipped and operating expenses of the Business for the period from March 1992 (inception) to December 31, 2003fiscal years then ended, together with the related reports thereon of Deloitte & Touche, LLP, Seller's independent auditors report 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 Mxxxxx & Kleigman LLP. Notwithstanding the foregoing as it relates to Business in accordance with GAAP (including the period in which such audited financial statements shall be deliverednotes thereto, the Company shall use its best efforts "Audited Annual Financial Statements"), and (ii) an audited statement of assets to deliver such financial statements be acquired and liabilities to Parent within fifteen (15) days be assumed of the Closing Date. Such audited financial statements shall not contain results which are materially and adversely different from Business as of the results presented in the unaudited financial statements attached hereto as Schedule 2.10. (b) Until such time as such audited financial statements Interim Date and related auditors’ report statement of Mxxxxx & Kliegman LLP are deliveredproducts shipped and operating expenses of the Business as of the Interim Date (the "Audited Interim Financial Statements" and, collectively, with the Audited Annual Financial Statements, the parties hereto agree that Corporate Stock Transfer, Inc. "Audited Financial Statements"). Seller will reasonably cooperate with Buyer in assisting Buyer with the preparation (at Buyer's sole expense) of an audited statement of assets to be acquired and Guaranty Bank & Trust, as escrow agent and escrow bank in the Private Placement, shall hold in escrow $1,500,000 liabilities to be assumed of the net proceeds received in the Private Placement, notwithstanding the provisions Business as of that certain Escrow Agreement by and between the Company, Parent, Corporate Stock Transfer, Inc., Guaranty Bank & Trust and Bxxxxxxxxx Securities Corporation, dated April 20December 31, 2004, and that certain Placement Agent Agreement by the related statement of products shipped and between operating expenses of the CompanyBusiness for the fiscal year then ended (including the notes thereto, Parent the "Audited 2004 Financial Statements"). The value of the Spares Inventory will be excluded from the Audited Interim Financial Statements and Bxxxxxxxxx Securities Corporation, dated the Audited 2004 Financial Statements and the unaudited value of Spares Inventory (which shall be the unaudited value thereof as of April 8February 17, 2004. If such audited financial statements and related auditors’ report are delivered within ninety (902005 as set forth in Exhibit N) days of the Effective Time, then the funds withheld pursuant to this Section 6.11(b) shall will be promptly remitted to Parent. If such audited financial statements and related auditors’ report are not delivered within ninety (90) days of the Effective Time, then such withheld funds shall be returned to investors in the Private Placement set forth on a pro rata basis in accordance with their investment, unless and except separate schedule attached to such financial statements. The notes to the extent Audited Annual Financial Statements will indicate that a value for Spares Inventory is not included in such delay is the result of (i) the breach of this Agreement by or negligence or willful misconduct of Parent, Acquisition Corp. or any of their respective affiliates prior to the Closing, or (ii) actions taken or conduct by Sovereign or its affiliates which directly effects or is otherwise intended to deliberately interfere with the ability of Mxxxxx & Kxxxxxxx LLP to complete the auditfinancial statements.

Delivery of Audited Financial Statements. Seller shall furnish Buyer at or prior to Closing (aA) Within three (3) business days the audited consolidated balance sheets of its receipt thereof, but in no event more than ninety (90) days after the Closing Date, the Company shall deliver to Parent as of March 31, 2015, March 31, 2016, and as of December 31 in the audited Balance Sheet calendar year 2016, and the related audited statements of operations, stockholders’ (deficit) equity income and cash flows for the fiscal years ended December 31then ended, 2003 and 2002 the notes and for 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 from March 1992 (inception) subsequent to December 31, 20032016, 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 independent auditors report of Mxxxxx & Kleigman LLP. Notwithstanding the foregoing as it relates to the period 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 such audited information is reasonably necessary for Buyer to produce the pro forma financial statements shall be deliveredrequired 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 shall use reasonably requested by Buyer in writing as promptly as reasonably practicable so that Buyer may satisfy its best efforts applicable SEC requirements with respect to deliver such financial statements to Parent within fifteen (15) days of Exchange Act reporting and the Closing DateRequired Financial Information. Such audited financial statements Acquired Company Financial Statements shall not contain results which are materially and adversely different differ from the results presented in the unaudited financial statements attached hereto as Schedule 2.10. (b) Until such time as such audited financial statements and related auditors’ report of Mxxxxx & Kliegman LLP are deliveredFinancial Statements and, the parties hereto agree that Corporate Stock Transfer, Inc. and Guaranty Bank & Trust, as escrow agent and escrow bank in the Private Placement, shall hold in escrow $1,500,000 of the net proceeds received in the Private Placement, notwithstanding the provisions of that certain Escrow Agreement by and between the Company, Parent, Corporate Stock Transfer, Inc., Guaranty Bank & Trust and Bxxxxxxxxx Securities Corporation, dated April 20, 2004, and that certain Placement Agent Agreement by and between the Company, Parent and Bxxxxxxxxx Securities Corporation, dated as of April 8, 2004. If such audited financial statements and related auditors’ report are delivered within ninety (90) days of the Effective Time, then the funds withheld pursuant to this Section 6.11(b) shall be promptly remitted to Parent. If such audited financial statements and related auditors’ report are not delivered within ninety (90) days of the Effective Time, then such withheld funds shall be returned to investors in the Private Placement on a pro rata basis in accordance with their investment, unless and except 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 delay is expenses shall not exceed $300,000.00, provided Buyer does not require a substantial change in the result scope of (i) the breach of audit described in this Agreement by or negligence or willful misconduct of ParentAgreement, Acquisition Corp. or any of their respective affiliates prior to in which case the Closing, or (ii) actions taken or conduct by Sovereign or its affiliates which directly effects or is otherwise intended to deliberately interfere with the ability of Mxxxxx & Kxxxxxxx LLP to complete the audit$300,000.00 limit shall not apply.

Delivery of Audited Financial Statements. The Company shall use reasonable best efforts to deliver to SPAC: (a) Within three (3) business days of its receipt thereofby April 15, but in no event more than ninety (90) days after the Closing Date2023, the audited consolidated balance sheet of the Company shall deliver and its Subsidiaries as of December 31, 2021, and the related audited consolidated statements of comprehensive income (loss), consolidated statements of changes in shareholders’ equity (deficit) and consolidated statements of cashflows for the 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 Parent be included in the Registration Statement / Proxy Statement, including, for the avoidance of doubt, the audited Balance Sheet consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2022, and the related audited consolidated statements of comprehensive income (loss), consolidated statements of changes in shareholders’ equity (deficit) and consolidated statements of cashflows for the year then ended, each audited in accordance with the auditing standards of the PCAOB (together, the “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 (II) 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 sheet of the Group Companies as of a subsequent date, 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, stockholders’ (deficit) equity and cash flows and changes of equity for the years ended December 31, 2003 and 2002 and for the related period from March 1992 (inception) to December 31, 2003, together with the related Audited Financial Statements, the “Updated Financial Statements”); provided that, upon delivery of the Audited Financial Statements and the Updated Financial Statements as and when such Audited Financial Statements and Updated Financial Statements, as applicable, have been signed by the Company’s independent auditors report in connection with the confidential submission and/or filing of Mxxxxx & Kleigman LLP. Notwithstanding the foregoing as it relates Registration Statement / Proxy Statement, the representations and warranties set forth in Section 5.4(a) shall be deemed to apply to the period Updated Financial Statements with the same force and effect as if made as of the date of this Agreement (provided that, in which such audited the case of any reviewed financial statements shall be delivered, the Company shall use its best efforts to deliver such financial statements to Parent within fifteen (15) days of the Closing Date. Such audited financial statements shall not contain results which are materially and adversely different from the results presented in the unaudited financial statements attached hereto as Schedule 2.10. (b) Until such time as such audited financial statements and related auditors’ report of Mxxxxx & Kliegman LLP are delivered, the parties hereto agree that Corporate Stock Transfer, Inc. and Guaranty Bank & Trust, as escrow agent and escrow bank in the Private Placement, shall hold in escrow $1,500,000 of the net proceeds received in the Private Placement, notwithstanding the provisions of that certain Escrow Agreement by and between the Company, Parent, Corporate Stock Transfer, Inc., Guaranty Bank & Trust and Bxxxxxxxxx Securities Corporation, dated April 20, 2004, and that certain Placement Agent Agreement by and between the Company, Parent and Bxxxxxxxxx Securities Corporation, dated as of April 8, 2004. If such audited financial statements and related auditors’ report are delivered within ninety (90) days of the Effective Time, then the funds withheld provided pursuant to this Section 6.11(b) shall be promptly remitted 8.17, such statements are subject to Parent. If such audited financial statements and related auditors’ report normal year-end adjustments that were not or are not delivered within ninety (90) days of the Effective Time, then such withheld funds shall expected to be returned to investors material in the Private Placement on a pro rata basis in accordance with their investment, unless and except to the extent that such delay is the result of (i) the breach of this Agreement by amount or negligence or willful misconduct of Parent, Acquisition Corp. or any of their respective affiliates prior to the Closing, or (ii) actions taken or conduct by Sovereign or its affiliates which directly effects or is otherwise intended to deliberately interfere with the ability of Mxxxxx & Kxxxxxxx LLP to complete the auditeffect).

Delivery of Audited Financial Statements. On or before the sixty- fifth day following the Closing Date the Seller shall deliver to Buyer either (a) Within three (3) business days of its receipt thereof, but in no event more than ninety (90) days after the Closing Date, the Company shall deliver to Parent the audited Balance Sheet and the audited financial statements of operations, stockholders’ (deficit) equity and cash flows for the two years ended December 31, 2003 1995 and 2002 and for the period from March 1992 (inception) to December 31, 20031994 and comparative unaudited financial statements for Xxxxxxx for the six-month periods ended June 30, together with the related independent auditors report of Mxxxxx & Kleigman LLP. Notwithstanding the foregoing as it relates to the period in which such 1996 and June 30, 1995, or (b) audited financial statements shall be deliveredconsisting of a statement of assets and liabilities acquired, as of December 31, 1994 and December 31, 1995, a statement of revenues and direct expenses for the two years ended December 31, 1995, and comparative unaudited financial statements for Xxxxxxx for the six-month periods ended June 30, 1996 and June 30, 1995. In this connection, the Company Buyer shall use its best efforts to secure authorization from the Securities and Exchange Commission to satisfy the requirements of Rule 3-05 by providing the financial statements described in (b). If the Securities and Exchange Commission authorizes the Buyer to provide the financial statements described in (b), then the Seller shall deliver those financial statements; otherwise the Seller shall deliver the financial statements described in (a). Buyer shall promptly inform Seller whether the Securities and Exchange Commission will accept the same. All such financial statements shall be sufficient to Parent within fifteen (15) days meet the requirements of Rule 3-05 of Regulation S-X of the Closing DateSecurities and Exchange Commission, and shall be prepared in accordance with generally accepted accounting principles applied on a consistent basis. Such audited The delivery of such financial statements, accompanied by a report of independent auditors manually signed by Deloitte & Touche (or any other Big Six accounting firm) with respect to all December 31, 1995 and December 31, 1994 statements, and a statement signed by the chief financial officer of the Seller with respect to the 1996 and 1995 six-month financial statements shall not contain results which are materially and adversely different from to the results presented in effect that the unaudited six- month financial statements attached hereto as Schedule 2.10. (b) Until present fairly, in all material respects, the financial position and results of operations of Xxxxxxx in conformity with generally accepted accounting principles, shall be deemed to constitute timely completion by the Seller of its obligation under this Section 11.03. The Seller acknowledges that the Buyer requires such time as such audited financial statements in connection with filings it is required to make with the Securities and related auditors’ report of Mxxxxx & Kliegman LLP are delivered, the parties hereto agree that Corporate Stock Transfer, Inc. and Guaranty Bank & Trust, as escrow agent and escrow bank in the Private Placement, shall hold in escrow $1,500,000 of the net proceeds received in the Private Placement, notwithstanding the provisions of that certain Escrow Agreement by and between the Company, Parent, Corporate Stock Transfer, Inc., Guaranty Bank & Trust and Bxxxxxxxxx Securities Corporation, dated April 20, 2004Exchange Commission, and that certain Placement Agent Agreement by and between the Company, Parent and Bxxxxxxxxx Securities Corporation, dated as of April 8, 2004. If such audited financial statements and related auditors’ report are delivered within ninety (90) days of the Effective Time, then the funds withheld pursuant to this Section 6.11(b) shall be promptly remitted to Parent. If such audited financial statements and related auditors’ report are not delivered within ninety (90) days of the Effective Time, then such withheld funds shall be returned to investors Buyer will suffer substantial damage in the Private Placement on event of a pro rata basis in accordance with their investment, unless and except failure by the Seller to the extent that such delay is the result of (i) the breach of perform to obligations under this Agreement by or negligence or willful misconduct of Parent, Acquisition Corp. or any of their respective affiliates prior to the Closing, or (ii) actions taken or conduct by Sovereign or its affiliates which directly effects or is otherwise intended to deliberately interfere with the ability of Mxxxxx & Kxxxxxxx LLP to complete the auditSection.

Delivery of Audited Financial Statements. (a) Within three (3) business days of Seller will use its receipt thereof, but in no event more than ninety (90) days after the Closing Date, the Company shall reasonable best efforts to deliver to Parent Buyer by March 15, 2005 (i) an audited statement of assets to be acquired and liabilities to be assumed of the audited Balance Sheet and the audited statements Business as of operations, stockholders’ (deficit) equity and cash flows for the years ended December 31, 2003 and 2002 and 2003, and the related statements of products shipped and operating expenses of the Business for the period from March 1992 (inception) to December 31, 2003fiscal years then ended, together with the related reports thereon of Deloitte & Touche, LLP, Seller’s independent auditors report 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 Mxxxxx & Kleigman LLP. Notwithstanding the foregoing as it relates to Business in accordance with GAAP, (including the period in which such audited financial statements shall be deliverednotes thereto, the Company shall use its best efforts “Audited Annual Financial Statements”) and (ii) an audited statement of assets to deliver such financial statements be acquired and liabilities to Parent within fifteen (15) days be assumed of the Closing Date. Such audited financial statements shall not contain results which are materially and adversely different from Business as of the results presented in the unaudited financial statements attached hereto as Schedule 2.10. (b) Until such time as such audited financial statements Interim Date and related auditors’ report statement of Mxxxxx & Kliegman LLP are deliveredproducts shipped and operating expenses of the Business as of the Interim Date (the “Audited Interim Financial Statements” and, collectively, with the Audited Annual Financial Statements, the parties hereto agree that Corporate Stock Transfer, Inc. “Audited Financial Statements”). Seller will reasonably cooperate with Buyer in assisting Buyer with the preparation (at Buyer’s sole expense) of an audited statement of assets to be acquired and Guaranty Bank & Trust, as escrow agent and escrow bank in the Private Placement, shall hold in escrow $1,500,000 liabilities to be assumed of the net proceeds received in the Private Placement, notwithstanding the provisions Business as of that certain Escrow Agreement by and between the Company, Parent, Corporate Stock Transfer, Inc., Guaranty Bank & Trust and Bxxxxxxxxx Securities Corporation, dated April 20December 31, 2004, and that certain Placement Agent Agreement by the related statement of products shipped and between operating expenses of the CompanyBusiness for the fiscal year then ended (including the notes thereto, Parent the “Audited 2004 Financial Statements”). The value of the Spares Inventory will be excluded from the Audited Interim Financial Statements and Bxxxxxxxxx Securities Corporation, dated the Audited 2004 Financial Statements and the unaudited value of Spares Inventory (which shall be the unaudited value thereof as of April 8February 17, 2004. If such audited financial statements and related auditors’ report are delivered within ninety (902005 as set forth in Exhibit N) days of the Effective Time, then the funds withheld pursuant to this Section 6.11(b) shall will be promptly remitted to Parent. If such audited financial statements and related auditors’ report are not delivered within ninety (90) days of the Effective Time, then such withheld funds shall be returned to investors in the Private Placement set forth on a pro rata basis in accordance with their investment, unless and except separate schedule attached to such financial statements. The notes to the extent Audited Annual Financial Statements will indicate that a value for Spares Inventory is not included in such delay is the result of (i) the breach of this Agreement by or negligence or willful misconduct of Parent, Acquisition Corp. or any of their respective affiliates prior to the Closing, or (ii) actions taken or conduct by Sovereign or its affiliates which directly effects or is otherwise intended to deliberately interfere with the ability of Mxxxxx & Kxxxxxxx LLP to complete the auditfinancial statements.

Delivery of Audited Financial Statements. (a) Within three (3) business days of its Sellers shall deliver to Purchaser immediately after receipt thereof, but in no event more later than ninety December 22, 2006, a copy of (90i) days after the Closing Date, the Company shall deliver to Parent the audited Balance Sheet and the audited statements of operations, stockholders’ (deficit) equity and cash flows operations for the Business for the years ended December 31, 2003 and 2002 2005 and for the period from March 1992 nine months ended September 30, 2006, (inceptionii) to the audited balance sheets for the Business as of December 31, 20032005 and as of September 30, together with 2006 and (iii) the related independent auditors report audited statements of Mxxxxx & Kleigman LLP. Notwithstanding cash flows for the foregoing Business as it relates to the period in which such audited financial statements shall be deliveredof December 31, 2005 and as of September 30, 2006 ((i), (ii) and (iii), collectively, the Company shall use its best efforts to deliver such financial statements to Parent within fifteen (15) days of the Closing Date. Such audited financial statements shall not contain results which are materially and adversely different from the results presented in the unaudited financial statements attached hereto as Schedule 2.10“Audited Financial Statements”). (b) Until Following the Closing, Sellers shall provide (i) Purchaser (or any of its Affiliates) and its accountants with reasonable access to its personnel, accountant work papers and information reasonably necessary to assist Purchaser (or such time as such Affiliate) and its accountants in preparing audited financial statements and for the Business for periods related auditorsto the time period of Sellers’ report of Mxxxxx & Kliegman LLP are delivered, the parties hereto agree that Corporate Stock Transfer, Inc. and Guaranty Bank & Trust, as escrow agent and escrow bank in the Private Placement, shall hold in escrow $1,500,000 ownership of the net proceeds received Business (the “Prior Period Audited Financial Statements”) and (ii) will otherwise comply with reasonable requests from such accountants and Purchaser (or any of its Affiliates) related to the preparation of such Prior Period Audited Financial Statements and the inclusion of such Prior Period Audited Financial Statements in any offering document prepared after the Private Placementclosing relating to an offering of securities, notwithstanding including any such requests to provide such representations and/or certificates as would customarily be required to be provided to such accountants (subject to Purchaser signing the provisions appropriate waivers) by Sellers as a predecessor owner of that certain Escrow Agreement the business in connection with the issuance of such Prior Period Audited Financial Statements. (i) In respect of any Prior Period Audited Financial Statements prepared by and between Deloitte & Touche at the Company, Parent, Corporate Stock Transfer, Inc., Guaranty Bank & Trust and Bxxxxxxxxx Securities Corporation, dated April 20, 2004, and that certain Placement Agent Agreement by and between request of Purchaser for the Company, Parent and Bxxxxxxxxx Securities Corporation, dated 12-month period as of April 8and ending December 31, 2004. If such audited financial statements 2006, Purchaser (or an Affiliate) shall only pay reasonable out-of pocket and related auditors’ report are delivered within ninety (90) days documented costs incurred by Sellers in connection with the performance of the Effective Time, then the funds withheld their obligations pursuant to this Section 6.11(b) shall be promptly remitted to Parent. If such audited financial statements and related auditors’ report are not delivered within ninety (90) days of the Effective Time, then such withheld funds shall be returned to investors in the Private Placement on a pro rata basis in accordance with their investment, unless and except to the extent that such delay is the result of (i) the breach of this Agreement by or negligence or willful misconduct of Parent, Acquisition Corp. or any of their respective affiliates prior to the Closing, or 6.18(b). (ii) actions taken In respect of any Prior Period Audited Financial Statements prepared by an accountant other than Deloitte & Touche, or conduct in respect of periods other than the 12-month period as of and ending December 31, 2006, Purchaser (or an Affiliate) shall pay reasonable out-of pocket and documented costs incurred by Sovereign or its affiliates which directly effects or is otherwise intended to deliberately interfere Sellers in connection with the ability performance of Mxxxxx & Kxxxxxxx LLP their obligations pursuant to complete this Section 6.18(b) and all other additional reasonable costs as the auditparties may mutually agree.

Delivery of Audited Financial Statements. (a) Within three (3) business days of its receipt thereofNotwithstanding anything to the contrary contained herein, but in no event more than ninety (90) days after subject to the provisions of Section 6.4(b), on or prior to the EIGHTH Business Day following the date hereof either party may, upon written notice to the other parties, cause the Closing Date, to be delayed until the Company shall deliver to Parent earlier of (i) seven calendar days following such EIGHTH Business Day following the audited Balance Sheet and date hereof or (ii) the audited statements of operations, stockholders’ (deficit) equity and cash flows for the years ended December 31, 2003 and 2002 and for the period from March 1992 (inception) to December 31, 2003, together with the related independent auditors report of Mxxxxx & Kleigman LLP. Notwithstanding the foregoing as it relates to the period in which such audited financial statements shall be delivered, the Company shall use its best efforts to deliver such financial statements to Parent within fifteen (15) days first Business Day following delivery of the Closing Date. Such audited financial statements Audited Financial Statements; provided, however that if Sellers shall not contain results which are materially and adversely different from have delivered the results presented in Audited Financial Statements to Purchaser by 10:00 a.m., Eastern Standard Time, on the unaudited financial statements attached hereto as Schedule 2.10seventh calendar day following such EIGHTH Business Day following the date hereof, then the Closing shall occur on such seventh calendar day following such EIGHTH Business Day following the date hereof, subject to satisfaction or waiver of all conditions to Closing (other than those conditions which, by their nature, can only be satisfied or waived at Closing). (b) Until such time as such audited financial statements Notwithstanding anything to the contrary contained herein, in the event that the Closing shall have occurred and related auditors’ report of Mxxxxx & Kliegman LLP are deliveredPurchaser shall have delivered the Audited Financial Statements Holdback Amount to the AFS Holdback Escrow Agent pursuant to Section 2.2(a)(iii)(2), the parties hereto agree that Corporate Stock Transfer, Inc. and Guaranty Bank & Trustand, as escrow agent of 5:00 p.m., Eastern Standard Time, on the 150th (one hundred fiftieth) calendar day following the Closing Date, Purchaser shall not have received the Audited Financial Statements for any reason other than solely as a consequence of Purchaser's breach of its obligations set forth in Section 2.5(d), then (i) Purchaser shall deliver or cause to be delivered (x) to the AFS Holdback Escrow Agent, instructions to release and escrow bank deliver the Audited Financial Statements Holdback (together with interest accrued thereon) to Purchaser and (y) to the Closing Escrow Agent, instructions to release and deliver the Closing Escrow Amount (together with interest accrued thereon) to Purchaser and (ii) Sellers shall as a consequence thereof be deemed to have made a payment for indemnification pursuant to clause (i) of Section 5.1 in an aggregate amount of $6,500,000 (six million five hundred thousand dollars) and, thus, shall have no further liability or obligation to Purchaser under this Agreement for Losses incurred in connection with or resulting from any actual breach of any representation or warranty made by the Sellers in this Agreement or the Related Instruments, except in the Private Placement, shall hold in escrow $1,500,000 case of (A) breaches of the net proceeds received representations and warranties contained in Sections 1.1(b) (Corporate Organization; Authority), 1.2 (Capitalization) and 1.9 (Brokers, Finders and Investment Bankers) of Exhibit F; and (B) fraud, provided, however that, for the avoidance of doubt, any payments for indemnification pursuant to clause (i) of Section 5.1 that Sellers may have theretofore made shall not affect Purchaser's right to cause delivery of the Audited Financial Statements Holdback and the Closing Escrow Amount to Purchaser as contemplated by this Section 2.5(b). (c) Notwithstanding anything to the contrary contained herein, in the Private Placement, notwithstanding event that the provisions of that certain Closing shall have occurred and Purchaser shall have delivered the Audited Financial Statements Holdback Amount to the AFS Holdback Escrow Agreement by and between the Company, Parent, Corporate Stock Transfer, Inc., Guaranty Bank & Trust and Bxxxxxxxxx Securities Corporation, dated April 20, 2004Agent pursuant to Section 2.2(a)(iii)(2), and that certain Placement Agent Agreement by and between Purchaser shall have received the CompanyAudited Financial Statements before 5:00 p.m., Parent and Bxxxxxxxxx Securities Corporation, dated as of April 8, 2004. If such audited financial statements and related auditors’ report are delivered within ninety (90) days of the Effective Eastern Standard Time, then on or prior to the funds withheld pursuant to this Section 6.11(b150th (one hundred fiftieth) shall be promptly remitted to Parent. If such audited financial statements and related auditors’ report are not delivered within ninety (90) days of calendar day following the Effective TimeClosing Date, then Purchaser shall, on the second Business Day following such withheld funds shall delivery, deliver or cause to be returned delivered to investors in the Private Placement AFS Holdback Escrow Agent instructions to release and deliver the Audited Financial Statements Holdback to Sellers for distribution amongst them on a pro rata basis according to their ownership interest in accordance the Securities as set forth on Exhibit B hereto together with their investmentany interest accrued thereon; provided, unless and except however that if Net Income as calculated in such Audited Financial Statements shall be an amount less than or equal to the extent that such delay is the result 85% of $6,100,000 (six million one hundred thousand dollars) then (i) the Purchase Price shall be reduced by the amount of the Audited Financial Statements Holdback and Purchaser shall deliver, or cause to be delivered, instructions to the AFS Holdback Escrow Agent to release and deliver the Audited Financial Statements Holdback (together with interest accrued thereon) to Purchaser and (ii) Sellers shall as a consequence thereof be deemed to have made a payment for indemnification pursuant to clause (i) of Section 5.1 in an aggregate amount of $3,250,000 (three million two hundred fifty thousand dollars) and, thus, the further liability or obligation of Sellers to Purchaser under this Agreement for Losses incurred in connection with or resulting from any actual breach of any representation or warranty made by the Sellers in this Agreement and the Related Instruments shall be limited to a further amount of $3,250,000 (three million two hundred fifty thousand dollars), except in the case of Losses resulting from any Seller's breach of the representations and warranties contained in Sections 1.1(b) (Corporate Organization; Authority), 1.2 (Capitalization) and 1.9 (Brokers, Finders and Investment Bankers) of Exhibit F; and (B) fraud; provided, however that, for the avoidance of doubt, any payments for indemnification pursuant to clause (i) of Section 5.1 that Sellers may have theretofore made shall not affect Purchaser's right to cause delivery of the Audited Financial Statements Holdback to Purchaser as contemplated by this Section 2.5(c). (d) In the event that the Audited Financial Statements have not been delivered at or negligence or willful misconduct of Parent, Acquisition Corp. or any of their respective affiliates prior to the Closing, the procedures set forth in this Section 2.5(d) shall apply. The parties shall use their reasonable best efforts to cause Grant Thornton to deliver the Audited Financial Statements to Purchasxx xxx Xxxxxxx as soon as practicable. If Grant Thornton is unable or unwilling to make such a delivery, then Pxxxxxxxx xxxxx use its reasonable best efforts to cause another nationally recognized accounting firm to perform such audit and to deliver the Audited Financial Statements as soon as practicable. All post-Closing costs in connection with any such audit shall be borne by GV Delaware. Purchaser agrees that from and after the Closing it shall use best efforts to cooperate in good faith with the auditor preparing the Audited Financial Statements, and shall not seek to alter or change any accounting policies or take any other action that would cause the calculation of the Audited Financial Statements to differ from the Unaudited Financial Statements, other than as required by Law or GAAP to present fairly the financial position of the Companies. Upon reasonable request by the Sellers, the Companies shall provide audit updates to the Sellers. In addition, to the extent that Purchaser or any entity controlled by Purchaser shall be deemed to be the auditor's client and that such auditor may require Purchaser's (or such other entity's) consent or waiver to respond to Sellers' reasonable requests for updates and information regarding the progress of the audit or any other matters relating to the audit or the Audited Financial Statements, Purchaser shall give (or cause to be given) such consent or waiver. (e) The provisions of this Section 2.5 shall be Purchaser's sole remedy for any Losses arising directly from either (i) Sellers' delay in delivering or failure to deliver the Audited Financial Statements or (ii) actions taken any differences or conduct by Sovereign discrepancies between the Audited Financials and the Unaudited Financials, and Purchaser shall not be entitled to any other indemnification or its affiliates which remedy with respect thereto, except in the case of fraud; provided, however that the foregoing shall not affect Purchaser's indemnification rights with respect to Losses not arising directly effects or is otherwise intended from the circumstances set forth in clauses (i) and (ii) hereof, to deliberately interfere with the ability of Mxxxxx & Kxxxxxxx LLP to complete extent that the auditlimitations on Sellers' liability for indemnification set forth in Section 5.4 have not been met.