Common use of Disclosure and Financial Controls Clause in Contracts

Disclosure and Financial Controls. eCOST will, and will cause each other member of the eCOST Group to, maintain, as of and after the IPO Effective Date, disclosure controls and procedures and internal control over financial reporting as defined in Rule 13a-15 promulgated under the Exchange Act; eCOST will cause each of its principal executive and principal financial officers to sign and deliver certifications to eCOST’s periodic reports and will include the certifications in eCOST’s periodic reports, as and when required pursuant to Rule 13a-14 promulgated under the Exchange Act and Item 601 of Regulation S-K; eCOST will cause its management to evaluate eCOST’s disclosure controls and procedures and internal control over financial reporting (including any change in internal control over financial reporting) as and when required pursuant to Rule 13a-15 promulgated under the Exchange Act; eCOST will disclose in its periodic reports filed with the SEC information concerning eCOST management’s responsibilities for and evaluation of eCOST’s disclosure controls and procedures and internal control over financial reporting (including, without limitation, the annual management report and attestation report of eCOST’s independent auditors relating to internal control over financial reporting) as and when required under Items 307 and 308 of Regulation S-K and other applicable SEC rules; and, without limiting the general application of the foregoing, eCOST will, and will cause each other member of the eCOST Group to, maintain as of and after the IPO Effective Date internal systems and procedures that will provide reasonable assurance that (A) the Financial Statements are reliable and timely prepared in accordance with GAAP and applicable law, (B) all transactions of members of the eCOST Group are recorded as necessary to permit the preparation of the Financial Statements, (C) the receipts and expenditures of members of the eCOST Group are authorized at the appropriate level within eCOST, and (D) unauthorized use or disposition of the assets of any member of the eCOST Group that could have material effect on the Financial Statements is prevented or detected in a timely manner.

Disclosure and Financial Controls. eCOST will(i) Nextracker PubCo and Nextracker OpCo shall, and will shall cause each other member of the eCOST Nextracker Group to, maintain, as of and after the IPO Effective Operative Date, disclosure controls and procedures and internal control over financial reporting as defined in Rule 13a-15 promulgated under the Exchange Act; eCOST will ; (ii) From and after the IPO Effective Date, Nextracker PubCo shall cause each of its principal executive and principal financial officers to sign and deliver certifications to eCOSTNextracker PubCo’s periodic reports and will shall include the certifications in eCOSTNextracker PubCo’s periodic reports, in each case, as and when required pursuant to Rule 13a-14 promulgated under the Exchange Act and Item 601 of Regulation S-K; eCOST will ; (iii) From and after the IPO Effective Date, Nextracker PubCo shall comply with its obligations under Sections 302 and 404 of the Xxxxxxxx-Xxxxx Act of 2002; (iv) From and after the IPO Effective Date, Nextracker PubCo shall cause its management to evaluate eCOSTNextracker PubCo’s disclosure controls and procedures and internal control over financial reporting (including any change in internal control over financial reporting) as and when required pursuant to Rule 13a-15 promulgated under the Exchange Act; eCOST will ; (v) From and after the IPO Effective Date, Nextracker PubCo shall disclose in its periodic reports filed with the SEC Commission information concerning eCOST Nextracker PubCo management’s responsibilities for and evaluation of eCOSTNextracker PubCo’s disclosure controls and procedures and internal control over financial reporting (including, without limitation, including the annual management report and attestation report of eCOSTNextracker PubCo’s independent auditors relating to internal control over financial reporting) as and when required under Items 307 and 308 of Regulation S-K and other applicable SEC Commission rules; and, without limiting the general application (vi) Each of the foregoing, eCOST willNextracker OpCo and Nextracker PubCo shall, and will shall cause each other member of the eCOST Nextracker Group to, maintain as of and after the IPO Effective Operative Date internal systems and procedures that will shall provide reasonable assurance that (Aw) the Financial Statements are reliable and timely prepared in accordance with GAAP and applicable law, Law; (Bx) all transactions of members of the eCOST Nextracker Group are recorded as necessary to permit the preparation of the Financial Statements, ; (Cy) the receipts and expenditures of members of the eCOST Nextracker Group are authorized at the appropriate level within eCOSTNextracker PubCo or Nextracker OpCo, and (Dz) unauthorized use or disposition of the assets of any member of the eCOST Nextracker Group that could have a material effect on the Financial Statements is prevented or detected in a timely manner. It is understood and agreed that references in this Section 7.1(a) to reporting or other obligations of Nextracker PubCo from and after the IPO Effective Date shall be deemed to assume, for purposes hereof, that Nextracker PubCo is subject to the same rules and regulations as Flex.

Disclosure and Financial Controls. eCOST The Company agrees that, for so long as Parent is required to consolidate the results of operations and financial position of the Company and any other members of the Lithium Group or to account for its investment in the Company under the equity method of accounting (determined in accordance with GAAP and consistent with SEC reporting requirements) (the “Applicable Period”): (a) The Company will, and will cause each other member of the eCOST Lithium Group to, maintain, as of and after the IPO Effective Separation Date, disclosure controls and procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15 promulgated under 13a-15; the Exchange Act; eCOST Company will cause each of its principal executive and principal financial officers to sign and deliver certifications to eCOSTthe Company’s periodic reports and will include the certifications in eCOSTthe Company’s periodic reports, as and when required pursuant to Exchange Act Rule 13a-14 promulgated under the Exchange Act and Item 601 of Regulation S-K; eCOST the Company will cause its management to evaluate eCOSTthe Company’s disclosure controls and procedures and internal control over financial reporting (including any change in internal control over financial reporting) as and when required pursuant to Exchange Act Rule 13a-15 promulgated under 13a-15; the Exchange Act; eCOST Company will disclose in its periodic reports filed with the SEC information concerning eCOST the Company management’s responsibilities for and evaluation of eCOSTthe Company’s disclosure controls and procedures and internal control over financial reporting (including, without limitation, the annual management report and attestation report of eCOSTthe Company’s independent auditors relating to internal control over financial reporting) as and when required under Items 307 and 308 of Regulation S-K and other applicable SEC rules; and, without limiting the general application generality of the foregoing, eCOST the Company will, and will cause each other member of the eCOST Lithium Group to, maintain as of and after the IPO Effective Separation Date internal systems disclosure controls and procedures that are consistent in all respects with (or more robust than) such disclosure controls and procedures of Parent as in effect as of the Separation Date, in each case except as otherwise may be consented to by Parent in its sole discretion. (b) The Company will, and will provide reasonable assurance cause each member of the Lithium Group organized in the U.S. to, maintain a fiscal year that commences and ends on the same calendar days as Parent’s fiscal year commences and ends, and to maintain monthly and quarterly accounting periods that commence and end on the same calendar days as Parent’s monthly and quarterly accounting periods commence and end. The Company will cause each member of the Lithium Group organized in any jurisdiction outside the U.S. to maintain a fiscal year that commences and ends on the same calendar days as the fiscal year of the members of the corresponding Parent Group organized in such jurisdiction outside the U.S. commences and ends, and to maintain monthly and quarterly accounting periods that commence and end on the same calendar days as the monthly and quarterly accounting periods of members of the corresponding Parent Group organized in such jurisdiction outside the U.S. commence and end. (c) The Company and each of its Subsidiaries and Affiliates will deliver to Parent an income statement and balance sheet on a monthly basis for the Company for such period in such format and detail as Parent shall request. The Company will be responsible for reviewing its results and data and for informing Parent immediately of any post-closing adjustments that come to its attention. (d) For each annual and quarterly accounting period after the Separation Date, the Company shall deliver to Parent, in accordance with the Financial Reporting Timeline, drafts of (A) the Financial Statements are reliable consolidated financial statements of the Company Group (and timely notes thereto) for such periods and, in the case of each quarterly period, for the period from the beginning of the current fiscal year to the end of such quarter, setting forth in each case in comparative form for each such fiscal year or quarter of the Company the consolidated figures (and notes thereto) for the corresponding year or quarter, as applicable, and other periods of the previous fiscal year and all in reasonable detail and prepared in accordance with GAAP Article 10 of Regulation S-X and applicable lawGAAP, and (B) all transactions of members a discussion and analysis by management of the eCOST Lithium Group’s financial condition and results of operations for such fiscal period, including, without limitation, an explanation of any material period-to-period change and any off-balance sheet transactions, all in reasonable detail and prepared in accordance with Regulation S-K. The information set forth in (A) and (B) above is referred to in this Agreement as the “Financial Statements.” In accordance with the Financial Reporting Timeline, the Company shall deliver to Parent the final form of the applicable Financial Statements and certifications thereof by the principal executive officer and the principal financial officer of the Company in substantially the forms required under SEC rules for periodic reports and in form and substance satisfactory to Parent; provided, however, that the Company may continue to revise such Financial Statements prior to the filing thereof in order to make corrections, updates and changes which corrections, updates and changes shall (i) if substantive, be delivered by the Company to Parent as soon as practicable, and in any event not less than twenty-four (24) hours prior to the filing of such Financial Statements with the SEC and (ii) in all other cases, be delivered by the Company to Parent as soon as practicable after making any such corrections, updates or changes; provided, further, that Parent’s and the Company’s financial representatives shall actively consult with each other regarding any changes (whether or not substantive) which the Company may consider making to its Financial Statements and related disclosures prior to any anticipated filing with the SEC, with particular focus on any changes that would have an effect upon Parent’s financial statements or related disclosures. (e) Without limiting the Company’s obligations with respect to the Financial Statements pursuant to Section 4.01(d), each annual and quarterly accounting period after the Separation Date, the Company shall deliver to Parent, in accordance with the Financial Reporting Timeline, an income statement and balance sheet and supplemental data related to cash flows and other necessary disclosures for such applicable period in such format and detail as Parent may request. (f) Without limiting the Company’s obligations with respect to the Financial Statements pursuant to Section 4.01(d), in accordance with the Financial Reporting Timeline, the Company will deliver to Parent, not later than fifteen (15) Business Days prior to the date Parent has notified the Company that it intends to file any applicable annual or quarterly financial statements (the “Parent Financial Statements”), any financial and other information and data with respect to the Lithium Group are recorded and its business, properties, financial position, results of operations and prospects as necessary to permit is reasonably requested by Parent in connection with the preparation of the applicable Parent Financial StatementsStatements and annual and quarterly reports on Form 10-K and Form 10-Q, as applicable. (Cg) The Company will deliver to Parent all quarterly and annual financial statements of each Company Affiliate which is itself required to file financial statements with the receipts SEC or otherwise make such financial statements publicly available, with such financial statements to be provided in the same manner and expenditures of members of detail and on the eCOST Group are authorized at the appropriate level within eCOST, and same time schedule as Financial Statements required to be delivered to Parent pursuant to Section 4.01(d). (Dh) unauthorized use or disposition of the assets of All information provided by any member of the eCOST Lithium Group that could have material to Parent or filed with the SEC pursuant to Section 4.01(c) through (g) inclusive will be consistent in terms of format and detail and otherwise with Parent’s policies with respect to the application of GAAP and practices in effect on the Separation Date with respect to the provision of such financial information by such member of the Lithium Group to Parent (and, where appropriate, as presently presented in financial reports to the Parent Board), with such changes therein as may be requested by Parent from time to time consistent with changes in such accounting principles and practices. Notwithstanding anything to the contrary in this Section 4.01, the Company will not file any applicable Financial Statements is prevented with the SEC prior to the time that Parent files the corresponding Parent Financial Statements with the SEC unless otherwise required by applicable Law. (i) No later than ten (10) Business Days prior to the taking of any action, or detected the failure to take any action, or the date of occurrence of any facts or circumstances known to the Company or any member of the Lithium Group, or as soon as practicable in the event of any unplanned actions or circumstances, in each case that would be reasonably likely to give rise to an obligation of Parent or any member of the Parent Group to file with the SEC a timely manner.Current Report on Form 8-K, the Company shall deliver to Parent all information and data with respect to such action, or such facts or circumstances, as Parent may reasonably request in connection with the preparation of Parent’s Current Report on Form 8-K.

Disclosure and Financial Controls. eCOST will, and will cause each other member of the eCOST Group to, maintain, as of and after the IPO Effective Date, disclosure controls and procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15 promulgated under the Exchange Act; eCOST will cause each of its principal executive and principal financial officers to sign and deliver certifications to eCOST’s periodic reports and will include the certifications in eCOST’s periodic reports, as and when required pursuant to Exchange Act Rule 13a-14 promulgated under the Exchange Act and Item 601 of Regulation S-K; eCOST will cause its management to evaluate eCOST’s disclosure controls and procedures and internal control over financial reporting (including any change in internal control over financial reporting) as and when required pursuant to Exchange Act Rule 13a-15 promulgated under the Exchange Act13a-15; eCOST will disclose in its periodic reports filed with the SEC information concerning eCOST management’s responsibilities for and evaluation of eCOST’s disclosure controls and procedures and internal control over financial reporting (including, without limitation, the annual management report and attestation report of eCOST’s independent auditors relating to internal control over financial reporting) as and when required under Items 307 and 308 of Regulation S-K and other applicable SEC rules; and, without limiting the general application of the foregoing, eCOST will, and will cause each other member of the eCOST Group to, maintain as of and after the IPO Effective Date internal systems and procedures that will provide reasonable assurance that (A) the Financial Statements are reliable and timely prepared in accordance with GAAP and applicable law, (B) all transactions of members of the eCOST Group are recorded as necessary to permit the preparation of the Financial Statements, (C) the receipts and expenditures of members of the eCOST Group are authorized at the appropriate level within eCOST, and (D) unauthorized use or disposition of the assets of any member of the eCOST Group that could have material effect on the Financial Statements is prevented or detected in a timely manner.

Disclosure and Financial Controls. eCOST The Company agrees that, for so long as Parent is required to consolidate the results of operations and financial position of the Company and any other members of the Lithium Group or to account for its investment in the Company under the equity method of accounting (determined in accordance with GAAP and consistent with SEC reporting requirements) (the “Applicable Period”): (a) The Company will, and will cause each other member of the eCOST Lithium Group to, maintain, as of and after the IPO Effective Separation Date, disclosure controls and procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15 promulgated under 13a-15; the Exchange Act; eCOST Company will cause each of its principal executive and principal financial officers to sign and deliver certifications to eCOSTthe Company’s periodic reports and will include the certifications in eCOSTthe Company’s periodic reports, as and when required pursuant to Exchange Act Rule 13a-14 promulgated under the Exchange Act and Item 601 of Regulation S-K; eCOST the Company will cause its management to evaluate eCOSTthe Company’s disclosure controls and procedures and internal control over financial reporting (including any change in internal control over financial reporting) as and when required pursuant to Exchange Act Rule 13a-15 promulgated under 13a-15; the Exchange Act; eCOST Company will disclose in its periodic reports filed with the SEC information concerning eCOST the Company management’s responsibilities for and evaluation of eCOSTthe Company’s disclosure controls and procedures and internal control over financial reporting (including, without limitation, the annual management report and attestation report of eCOSTthe Company’s independent auditors relating to internal control over financial reporting) as and when required under Items 307 and 308 of Regulation S-K and other applicable SEC rules; and, without limiting the general application generality of the foregoing, eCOST the Company will, and will cause each other member of the eCOST Lithium Group to, maintain as of and after the IPO Effective Separation Date internal systems disclosure controls and procedures that are consistent in all respects with (or more robust than) such disclosure controls and procedures of Parent as in effect as of the Separation Date, in each case except as otherwise may be consented to by Parent in its sole discretion. (b) The Company will, and will provide reasonable assurance cause each member of the Lithium Group organized in the U.S. to, maintain a fiscal year that commences and ends on the same calendar days as Parent’s fiscal year commences and ends, and to maintain monthly and quarterly accounting periods that commence and end on the same calendar days as Parent’s monthly and quarterly accounting periods commence and end. The Company will cause each member of the Lithium Group organized in any jurisdiction outside the U.S. to maintain a fiscal year that commences and ends on the same calendar days as the fiscal year of the members of the corresponding Parent Group organized in such jurisdiction outside the U.S. commences and ends, and to maintain monthly and quarterly accounting periods that commence and end on the same calendar days as the monthly and quarterly accounting periods of members of the corresponding Parent Group organized in such jurisdiction outside the U.S. commence and end. (c) The Company and each of its Subsidiaries and Affiliates will deliver to Parent an income statement and balance sheet on a monthly basis for the Company for such period in such format and detail as Parent shall request. The Company will be responsible for reviewing its results and data and for informing Parent immediately of any post-closing adjustments that come to its attention. (d) For each annual and quarterly accounting period after the Separation Date, the Company shall deliver to Parent, in accordance with the Financial Reporting Timeline, drafts of (A) the Financial Statements are reliable consolidated financial statements of the Company Group (and timely notes thereto) for such periods and, in the case of each quarterly period, for the period from the beginning of the current fiscal year to the end of such quarter, setting forth in each case in comparative form for each such fiscal year or quarter of the Company the consolidated figures (and notes thereto) for the corresponding year or quarter, as applicable, and other periods of the previous fiscal year and all in reasonable detail and prepared in accordance with GAAP Article 10 of Regulation S-X and applicable lawGAAP, and (B) all transactions of members a discussion and analysis by management of the eCOST Lithium Group’s financial condition and results of operations for such fiscal period, including, without limitation, an explanation of any material period-to-period change and any off-balance sheet transactions, all in reasonable detail and prepared in accordance with Regulation S-K. The information set forth in (A) and (B) above is referred to in this Agreement as the “Financial Statements.” In accordance with the Financial Reporting Timeline, the Company shall deliver to Parent the final form of the applicable Financial Statements and certifications thereof by the principal executive officer and the principal financial officer of the Company in substantially the forms required under SEC rules for periodic reports and in form and substance satisfactory to Parent; provided, however, that the Company may continue to revise such Financial Statements prior to the filing thereof in order to make corrections, updates and changes which corrections, updates and changes shall (i) if substantive, be delivered by the Company to Parent as soon as practicable, and in any event not less than twenty-four (24) hours prior to the filing of such Financial Statements with the SEC and (ii) in all other cases, be delivered by the Company to Parent as soon as practicable after making any such corrections, updates or changes; provided, further, that Parent’s and the Company’s financial representatives shall actively consult with each other regarding any changes (whether or not substantive) which the Company may consider making to its Financial Statements and related disclosures prior to any anticipated filing with the SEC, with particular focus on any changes that would have an effect upon Parent’s financial statements or related disclosures. (e) Without limiting the Company’s obligations with respect to the Financial Statements pursuant to ‎Section 4.01(d), each annual and quarterly accounting period after the Separation Date, the Company shall deliver to Parent, in accordance with the Financial Reporting Timeline, an income statement and balance sheet and supplemental data related to cash flows and other necessary disclosures for such applicable period in such format and detail as Parent may request. (f) Without limiting the Company’s obligations with respect to the Financial Statements pursuant to ‎Section 4.01(d), in accordance with the Financial Reporting Timeline, the Company will deliver to Parent, not later than fifteen (15) Business Days prior to the date Parent has notified the Company that it intends to file any applicable annual or quarterly financial statements (the “Parent Financial Statements”), any financial and other information and data with respect to the Lithium Group are recorded and its business, properties, financial position, results of operations and prospects as necessary to permit is reasonably requested by Parent in connection with the preparation of the applicable Parent Financial StatementsStatements and annual and quarterly reports on Form 10-K and Form 10-Q, as applicable. (Cg) The Company will deliver to Parent all quarterly and annual financial statements of each Company Affiliate which is itself required to file financial statements with the receipts SEC or otherwise make such financial statements publicly available, with such financial statements to be provided in the same manner and expenditures of members of detail and on the eCOST Group are authorized at the appropriate level within eCOST, and same time schedule as Financial Statements required to be delivered to Parent pursuant to ‎Section 4.01(d). (Dh) unauthorized use or disposition of the assets of All information provided by any member of the eCOST Lithium Group that could have material to Parent or filed with the SEC pursuant to ‎Section 4.01(c) through ‎(g) inclusive will be consistent in terms of format and detail and otherwise with Parent’s policies with respect to the application of GAAP and practices in effect on the Separation Date with respect to the provision of such financial information by such member of the Lithium Group to Parent (and, where appropriate, as presently presented in financial reports to the Parent Board), with such changes therein as may be requested by Parent from time to time consistent with changes in such accounting principles and practices. Notwithstanding anything to the contrary in this ‎Section 4.01, the Company will not file any applicable Financial Statements is prevented with the SEC prior to the time that Parent files the corresponding Parent Financial Statements with the SEC unless otherwise required by applicable Law. (i) No later than ten (10) Business Days prior to the taking of any action, or detected the failure to take any action, or the date of occurrence of any facts or circumstances known to the Company or any member of the Lithium Group, or as soon as practicable in the event of any unplanned actions or circumstances, in each case that would be reasonably likely to give rise to an obligation of Parent or any member of the Parent Group to file with the SEC a timely manner.Current Report on Form 8-K, the Company shall deliver to Parent all information and data with respect to such action, or such facts or circumstances, as Parent may reasonably request in connection with the preparation of Parent’s Current Report on Form 8-K.