Common use of Delivery of Audited Financial Statements Clause in Contracts

Delivery of Audited Financial Statements. Seller will use its reasonable best efforts to deliver to Buyer by March 15, 2005 (i) an audited statement of assets to be acquired and liabilities to be assumed of the Business as of December 31, 2002 and 2003, and the related statements of products shipped and 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 thereto, the “Audited Annual Financial Statements”) and (ii) an audited statement of assets to be acquired and liabilities to be assumed of the Business as of the Interim Date and related statement of products 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 “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 liabilities to be assumed of the 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 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 such financial statements.

Delivery of Audited Financial Statements. Seller will The Company shall use its reasonable best efforts to deliver to Buyer SPAC: (a) by March April 15, 2005 (i) an 2023, the audited statement of assets to be acquired and liabilities to be assumed consolidated balance sheet of the Business Company and its Subsidiaries as of December 31, 2002 and 20032021, and the related audited consolidated statements of products shipped comprehensive income (loss), consolidated statements of changes in shareholders’ equity (deficit) and operating expenses consolidated statements of the Business cashflows for the fiscal years year 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 each audited in accordance with GAAPthe auditing standards of the PCAOB, (including b) by April 15, 2023, any other audited or reviewed financial statements of the notes theretoCompany 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 Annual Financial Statements”audited 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 (ii) an consolidated statements of cashflows for the year then ended, each audited statement of assets to be acquired and liabilities to be assumed in accordance with the auditing standards of the Business as of the Interim Date and related statement of products shipped and operating expenses of the Business as of the Interim Date PCAOB (the “Audited Interim Financial Statements” and, collectively, with the Audited Annual Financial Statementstogether, the “Audited Financial Statements”). Seller , each of which (I) will reasonably cooperate with Buyer be prepared in assisting Buyer with accordance Law and IFRS applied on a consistent basis throughout the preparation periods indicated (at Buyer’s sole expenseexcept as may be specifically indicated in the notes thereto) and (II) fairly present, in all material respects, the financial position, results of an audited statement operations, cash flows and changes of assets to be acquired and liabilities to be assumed equity of the Business 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 December 31, 2004a subsequent date, and the related statement unaudited consolidated statements of products shipped comprehensive income (loss), consolidated statements of changes in shareholders’ equity (deficit) and operating expenses consolidated statements of the Business cashflows consolidated statements of operations, cash flows and changes of equity for the fiscal year then ended related period (including together with the notes theretoAudited Financial Statements, the “Audited 2004 Updated Financial Statements”). The value ; provided that, upon delivery of the Spares Inventory will be excluded from the Audited Interim Financial Statements and the Updated Financial Statements as and when such Audited 2004 Financial Statements and Updated Financial Statements, as applicable, have been signed by the unaudited value Company’s independent auditors in connection with the confidential submission and/or filing of Spares Inventory (which shall be the unaudited value thereof as of February 17Registration Statement / Proxy Statement, 2005 as the representations and warranties set forth in Exhibit NSection 5.4(a) will shall be set forth on a separate schedule attached deemed to such financial statements. The notes apply to the Audited Annual Updated Financial Statements will indicate with the same force and effect as if made as of the date of this Agreement (provided that, in the case of any reviewed financial statements provided pursuant to this Section 8.17, such statements are subject to normal year-end adjustments that a value for Spares Inventory is were not included or are not expected to be material in such financial statements.amount or effect). 103

Delivery of Audited Financial Statements. Seller will use its reasonable best efforts shall furnish Buyer at or prior to deliver to Buyer by March 15, 2005 Closing (iA) an the audited statement of assets to be acquired and liabilities to be assumed consolidated balance sheets of the Business Company as of March 31, 2015, March 31, 2016, and as of December 31, 2002 and 200331 in the calendar year 2016, and the related audited statements of products shipped income and operating expenses of the Business 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 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 “Acquired Company Audited Annual Financial Statements”) and (ii) an audited statement of assets to be acquired and liabilities to be assumed of the Business as of the Interim Date and related statement of products 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 “Audited Acquired Company Financial Statements”). Seller will shall use commercially reasonable efforts to furnish to Buyer as promptly as reasonably cooperate with 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 in assisting 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 preparation (at Buyer’s sole expense) of an audited statement of assets to be acquired and liabilities to be assumed of the 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 theretoAcquired 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 2004 Financial Statements”). The value , 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 Spares Inventory will be excluded from audit described in this Agreement, in which case the Audited Interim Financial Statements and the Audited 2004 Financial Statements and the unaudited value of Spares Inventory (which $300,000.00 limit shall be the unaudited value thereof as of February 17, 2005 as set forth in 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 such financial statementsapply.

Delivery of Audited Financial Statements. Seller will use its reasonable best efforts to 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 deliver to Buyer SPAC final drafts, subject only to final approval, noting any subsequent events that may occur between delivery thereof and execution by March 15the Company’s independent auditors, 2005 of (i) an the audited statement of assets to be acquired and liabilities to be assumed consolidated balance sheet of the Business Company and the Company Subsidiaries as of December 31June 30, 2002 2019 and 2003June 30, 2020, and the related audited consolidated statements of products shipped operations and operating expenses cash flows of the Business Company and the Company Subsidiaries for each of 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 each audited in accordance with GAAP, (including the notes thereto, the “Audited Annual Financial Statements”) and (ii) an audited statement of assets to be acquired and liabilities to be assumed auditing standards of the Business as of the Interim Date and related statement of products shipped and operating expenses of the Business as of the Interim Date PCAOB (the “Audited Interim Financial Statements” and, collectively, with the Audited Annual Financial Statements, the “Audited Financial Statements”). Seller will reasonably cooperate with Buyer in assisting Buyer with , (ii) the preparation (at Buyer’s sole expense) of an audited statement of assets to be acquired and liabilities to be assumed reviewed consolidated balance sheet of the Business Company and the Company Subsidiaries as of December 31, 20042020, and the related statement reviewed consolidated statements of products shipped operations and operating expenses cash flows of the Business Company and the Company Subsidiaries for the fiscal year six-month period then ended ended, each reviewed in accordance with the PCAOB (including the notes thereto“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 Audited Financial Statements and the Reviewed Financial Statements, the “Audited 2004 Updated Financial Statements”). The value ; provided that upon delivery of such Updated Financial Statements as and when such Updated Financial Statement have been signed by the Company’s independent auditors in connection with the filing of the Spares Inventory will Registration Statement, the representations and warranties set forth in Section 4.07(a) shall be excluded from deemed to apply to the Audited Interim Updated Financial Statements with the same force and effect as if made as of the date of this Agreement (provided that, in the case of the Reviewed Financial Statements and the Audited 2004 Financial Statements and the unaudited value of Spares Inventory (which shall 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 the unaudited value thereof as of February 17, 2005 as set forth material in 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 such financial statementsamount or effect).

Delivery of Audited Financial Statements. Seller will The Company shall use its reasonable best efforts to deliver to Buyer SPAC: (a) by March June 15, 2005 (i) an 2024, the audited statement of assets to be acquired and liabilities to be assumed consolidated balance sheet of the Business Company and its Subsidiaries as of December 31June 30, 2002 and 20032023, and the related audited consolidated statements of products shipped comprehensive income (loss), consolidated statements of changes in shareholders’ equity (deficit) and operating expenses consolidated statements of the Business cashflows for the fiscal years year 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 each audited in accordance with GAAPthe auditing standards of the PCAOB, (including b) by June 15, 2024, any other audited or reviewed financial statements of the notes theretoCompany 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 Annual Financial Statements”audited 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 (ii) an consolidated statements of cashflows for the year then ended, each audited statement of assets to be acquired and liabilities to be assumed in accordance with the auditing standards of the Business as of the Interim Date and related statement of products shipped and operating expenses of the Business as of the Interim Date PCAOB (the “Audited Interim Financial Statements” and, collectively, with the Audited Annual Financial Statementstogether, the “Audited Financial Statements”). Seller , each of which (I) will reasonably cooperate with Buyer be prepared in assisting Buyer with accordance Law and IFRS applied on a consistent basis throughout the preparation periods indicated (at Buyer’s sole expenseexcept as may be specifically indicated in the notes thereto) and (II) fairly present, in all material respects, the financial position, results of an audited statement operations, cash flows and changes of assets to be acquired and liabilities to be assumed equity of the Business 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 December 31, 2004a subsequent date, and the related statement unaudited consolidated statements of products shipped comprehensive income (loss), consolidated statements of changes in shareholders’ equity (deficit) and operating expenses consolidated statements of the Business cashflows consolidated statements of operations, cash flows and changes of equity for the fiscal year then ended related period (including together with the notes theretoAudited Financial Statements, the “Audited 2004 Updated Financial Statements”). The value ; provided that, upon delivery of the Spares Inventory will be excluded from the Audited Interim Financial Statements and the Updated Financial Statements as and when such Audited 2004 Financial Statements and Updated Financial Statements, as applicable, have been signed by the unaudited value Company’s independent auditors in connection with the confidential submission and/or filing of Spares Inventory (which shall be the unaudited value thereof as of February 17Registration Statement / Proxy Statement, 2005 as the representations and warranties set forth in Exhibit NSection 5.4(a) will shall be set forth on a separate schedule attached deemed to such financial statements. The notes apply to the Audited Annual Updated Financial Statements will indicate with the same force and effect as if made as of the date of this Agreement (provided that, in the case of any reviewed financial statements provided pursuant to this Section 8.16, such statements are subject to normal year-end adjustments that a value for Spares Inventory is were not included or are not expected to be material in such financial statementsamount or effect).

Delivery of Audited Financial Statements. Seller will use its reasonable best efforts to deliver to Buyer by March 15, 2005 (i) an audited statement of assets to be acquired and liabilities to be assumed of the Business as of December 31, 2002 and 2003, and the related statements of products shipped and operating expenses of the Business for the fiscal years then ended, together with the reports thereon of Deloitte & Touche, LLP, Seller’s '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, GAAP (including the notes thereto, the “"Audited Annual Financial Statements”) "), and (ii) an audited statement of assets to be acquired and liabilities to be assumed of the Business as of the Interim Date and related statement of products 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 “"Audited Financial Statements”"). Seller will reasonably cooperate with Buyer in assisting Buyer with the preparation (at Buyer’s 's sole expense) of an audited statement of assets to be acquired and liabilities to be assumed of the 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 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 such financial statements.

Delivery of Audited Financial Statements. Seller will Within six (6) months of the Closing Date, Buyer may, in its sole discretion, deliver written notice to the Main Sellers (the “Audit Notice”) requiring Sellers to use its their commercially reasonable best efforts to deliver cause to be prepared and delivered to Buyer by March 15, 2005 (i) an audited statement of assets to be acquired and liabilities to be assumed statements of the Business balance sheet of the Historical Velocity Business, as of December 31, 2002 2008 and 2003December 31, 2007, and the related audited statements of products shipped income and operating expenses 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 reports thereon of Deloitte & Touche, KPMG LLP, Seller’s Sellers’ 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, accountants (including the notes thereto, the “Audited Annual Financial Statements”) and (ii) an audited statement of assets to be acquired and liabilities to be assumed of the Business as of the Interim Date and related statement of products 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 “Audited Financial Statements”). Seller 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 reasonably cooperate be prepared in accordance with Buyer in assisting Buyer 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 preparation (at Buyer’s sole expense) of an audited statement of assets to be acquired and liabilities to be assumed of the Business as of December 31, 2004Pro Forma Financial Statements, and (iii) any differences between 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 Pro Forma Financial Statements and the Audited 2004 Financial Statements and arising out of or related to the unaudited value application of Spares Inventory (which shall be the unaudited value thereof as of February 17, 2005 as set forth in Exhibit N) will be set forth on a separate schedule attached to such financial statements. The notes carve-out accounting guidelines to the Audited Annual Financial Statements will indicate 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 value result of corporate and other allocations, such as goodwill and other intangibles) shall not be the basis for Spares Inventory is not included 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 Audited Financial Statements. Following Buyer’s request for preparation and audit of the Audited Financial Statements, Sellers shall (i) promptly engage independent experts to prepare and audit the Audited Financial Statements, (ii) promptly respond to requests for information from such independent experts and (iii) keep Buyer reasonably informed regarding the status of the preparation and audit the Audited Financial Statements. Buyer shall promptly reimburse Sellers for all documented third-party costs and expenses incurred by Sellers in such financial statementsthe preparation and audit of the Audited Financial Statements. No Seller shall be required by this Section 9.15 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations.