Common use of Financial Information; No Undisclosed Liabilities Clause in Contracts

Financial Information; No Undisclosed Liabilities. (a) Section 3.04(a) of the Disclosure Schedule sets forth, with respect to the Distribution Business, the unaudited balance sheet and statement of income as of and for the 12-month periods ended December 31, 2020 and December 31, 2021 and an unaudited balance sheet and statement of income for the five-month period ended on May 31, 2022 (the balance sheet for such period, the “Latest Balance Sheet”) (collectively, the “Carve-Out Financial Statements”). The Carve-Out Financial Statements (i) were derived from the books and records of Seller maintained in the Ordinary Course of Business, (ii) have been prepared in good faith with the same level of skill and care as that utilized in the standard procedures of the Distribution Business and of the Seller Group, and (iii) were prepared in accordance with the Transaction Accounting Principles and, having regard for the purposes for which they were prepared, fairly present in all material respects the financial condition and results of operations of the Distribution Business. (b) The Distribution Business does not have any Liabilities that would have been required to be reflected in, reserved against or otherwise described in the Carve-Out Financial Statements in accordance with GAAP, consistently applied in accordance with past practice and the Transaction Accounting Principles, and that were not so reflected or on the face thereof, other than Liabilities (i) incurred in the Ordinary Course of Business after the Balance Sheet Date (other than a Liability resulting from, arising out of, relating to, arising under or caused by any breach of Contract, relationships with former service providers, breach of warranty, tort, infringement, misappropriation, violation of Law, Environmental Law or Action and relating to the operation of the Distribution Business prior to the Closing), (ii) incurred under this Agreement or in connection with the Transactions, (iii) that are Assumed Liabilities, and (iv) arising under executory provisions of Contracts entered into in the Ordinary Course of Business (other than a Liability resulting from, arising out of, relating to, or caused by any breach of Contract, breach of warranty, tort, infringement, misappropriation, violation of Law, environmental matter or Action). (c) Except as set forth on Section 3.04(c) of the Disclosure Schedule, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no (i) Taxes attributed to the Purchased Entities or (ii) Liabilities with respect to any return, warranty or representation (express or implied), recall or defect made by or on behalf of the Distribution Business or any Purchased Asset. (d) No member of the Seller Group has any “off-balance sheet arrangements” (as such term is defined in Item 303(b) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to the Distribution Business. (e) All accounts and notes receivable reflected on the Latest Balance Sheet and all accounts and notes receivable arising subsequent to the date of the Latest Balance Sheet and on or prior to the date hereof, (i) have arisen in the Ordinary Course of Business, (ii) represent legal, valid, binding and enforceable obligations owed to Sellers, subject only to consistently recorded reserves for bad debts set forth on the Carve-Out Financial Statements and (iii) are not subject to any contests, claims, counterclaims or setoffs.

Financial Information; No Undisclosed Liabilities. (a) Section 3.04(aSchedule 3.14(a) of sets forth for each Company (i) the Disclosure Schedule sets forth, audited Balance Sheets with respect to fiscal years 2020 and 2021, (ii) the Distribution Businessaudited Statements of Operations, Cash Flows & Statements of Changes of Equity with respect to fiscal years 2020 and 2021, (iii) the unaudited balance sheet and statement of income Balance Sheet as of September 30, 2022 and (iv) the unaudited Statements of Operations, Cash Flows & Statements of Changes of Equity for the 12three-month and nine-month periods ended December 31, 2020 and December 31September 30, 2021 and an unaudited balance sheet and statement of income for the five-month period ended on May 31, 2022 (the balance sheet for such periodfinancial statements in clauses (i) and (ii) being referred to collectively as the “Audited Financial Statements”, the “Latest Balance Sheet”financial statements in clauses (iii) and (collectively, iv) being referred to as the “Carve-Out Interim Financial Statements”, and all such statements being referred to collectively as the “Financial Statements”). The Carve-Out Notwithstanding the foregoing, the parties understand and intend that, and agree to use their best efforts to ensure that, within thirty (30) days hereafter, with the written consent of the Buyer and the Seller Parties, the Interim Financial Statements will be replaced with final financial statements corresponding to items (iiii) were derived and (iv) above (the “Final Interim Financial Statements”), and that thereafter all representations, warranties and covenants herein that refer to the Interim Financial Statements shall instead be read as referring to the Final Interim Financial Statements. (b) The Financial Statements have been prepared in all material respects in accordance with U.S. generally accepted accounting principles consistently applied (“GAAP”) applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect or omission of which would not render the Interim Financial Statements materially misleading) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). (c) The Financial Statements are based on the books and records of Seller maintained in the Ordinary Course of Business, (ii) have been prepared in good faith with the same level of skill and care as that utilized in the standard procedures of the Distribution respective Company’s Business and of the Seller Group, and (iii) were prepared in accordance with the Transaction Accounting Principles and, having regard for the purposes for which they were prepared, present fairly present in all material respects the financial condition of the Business as of the respective dates they were prepared and the results of the operations of the Distribution Business. (b) The Distribution Business does not have any Liabilities that would have been required to be reflected in, reserved against or otherwise described in for the Carve-Out Financial Statements periods indicated. Each Company maintains a standard system of accounting for its Business established and administered in accordance with GAAP, consistently applied GAAP in accordance with past practice and the Transaction Accounting Principles, and that were not so reflected or on the face thereof, other than Liabilities (i) incurred in the Ordinary Course of Business after the Balance Sheet Date (other than a Liability resulting from, arising out of, relating to, arising under or caused by any breach of Contract, relationships with former service providers, breach of warranty, tort, infringement, misappropriation, violation of Law, Environmental Law or Action and relating to the operation of the Distribution Business prior to the Closing), (ii) incurred under this Agreement or in connection with the Transactions, (iii) that are Assumed Liabilities, and (iv) arising under executory provisions of Contracts entered into in the Ordinary Course of Business (other than a Liability resulting from, arising out of, relating to, or caused by any breach of Contract, breach of warranty, tort, infringement, misappropriation, violation of Law, environmental matter or Action). (c) Except as set forth on Section 3.04(c) of the Disclosure Schedule, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no (i) Taxes attributed to the Purchased Entities or (ii) Liabilities with respect to any return, warranty or representation (express or implied), recall or defect made by or on behalf of the Distribution Business or any Purchased Assetall material respects. (d) No member of Except as reflected in the Seller Group has any “off-balance sheet arrangements” (as of such term is defined in Item 303(b) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to the Distribution Business. (e) All accounts and notes receivable reflected on the Latest Balance Sheet and all accounts and notes receivable arising subsequent to the date of the Latest Balance Sheet and on or prior to the date hereof, (i) have arisen Company contained in the Ordinary Course of BusinessInterim Financial Statements, (ii) represent legal, valid, binding and enforceable obligations owed to Sellers, subject only to consistently recorded reserves for bad debts or set forth on Schedule 3.14(b), neither Company has any Liabilities other than current Liabilities incurred in the Carve-Out Financial Statements ordinary course of business, consistent with past practice, since September 30, 2022 and (iii) are not subject to any contests, claims, counterclaims or setoffsthe obligations and liabilities contemplated by this Agreement.

Financial Information; No Undisclosed Liabilities. (a) Section 3.04(a) of the Disclosure Schedule sets forth, with respect to the Distribution Business, forth true and complete copies of the unaudited balance sheet and statement of income of the PP&S Business as of and for the 12-month periods ended December 31, 2020 2017 and December 31, 2021 2018 and an unaudited balance sheet and income statement of income the PP&S Business for the fivesix-month period ended on May 31, 2022 (the balance sheet for such period, the “Latest Balance Sheet”) Sheet Date (collectively, the “Carve-Out Financial Statements”). The Carve-Out out Financial Statements (i) were derived from the books and records of Seller maintained in the Ordinary Course of Business, (ii) have been prepared in good faith with the same level of skill and care as that utilized in the standard procedures of the Distribution PP&S Business and of the Seller Group, and (iii) were prepared in accordance with the Transaction Accounting Principles Principles, for the periods indicated and as of their respective dates and, having regard for the purposes for which they were prepared, fairly present in all material respects the consolidated financial condition and results of operations of the Distribution BusinessPP&S Business in accordance with the Transaction Accounting Principles for the periods indicated and as of their respective dates. (b) The Distribution PP&S Business does not have any Liabilities that would have been required to be reflected in, reserved against or otherwise described in the Carve-Out Financial Statements in accordance with GAAP, consistently applied in accordance with past practice and the Transaction Accounting Principlesapplied, and that were not so reflected reflected, reserved against or on the face thereofdescribed therein, other than Liabilities (i) incurred in the Ordinary Course of Business after the Balance Sheet Date (other than a Liability resulting from, arising out of, relating to, arising under or caused by any breach of Contract, relationships with former service providers, breach of warranty, tort, infringement, misappropriation, violation of Law, Environmental Law or Action and relating to the operation of the Distribution Business prior to the Closing)Date, (ii) incurred under this Agreement or in connection with the Transactions, (iii) that are Assumed Liabilities, and (iv) arising under executory provisions of Contracts entered into in the Ordinary Course of Business (other than a Liability resulting from, arising out of, relating tobut not Liabilities for breach of any such Contract), or caused by any breach of Contract, breach of warranty, tort, infringement, misappropriation, violation of Law, environmental matter or Action). (ciii) Except as set forth on Section 3.04(c) of the Disclosure Schedule, except as that would not reasonably be expected to haveexpected, individually or in the aggregate, a Material Adverse Effect, there are no (i) Taxes attributed to be material to the PP&S Business taken as a whole, including the Purchased Entities or (ii) Liabilities with respect to any returnEntities, warranty or representation (express or implied), recall or defect made by or on behalf of the Distribution Business or any Purchased AssetAssets and Assumed Liabilities. (d) No member of the Seller Group has any “off-balance sheet arrangements” (as such term is defined in Item 303(b) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to the Distribution Business. (e) All accounts and notes receivable reflected on the Latest Balance Sheet and all accounts and notes receivable arising subsequent to the date of the Latest Balance Sheet and on or prior to the date hereof, (i) have arisen in the Ordinary Course of Business, (ii) represent legal, valid, binding and enforceable obligations owed to Sellers, subject only to consistently recorded reserves for bad debts set forth on the Carve-Out Financial Statements and (iii) are not subject to any contests, claims, counterclaims or setoffs.

Financial Information; No Undisclosed Liabilities. (a) Section 3.04(a) 3.04 of the Seller Disclosure Schedule sets forth, with respect to includes true and correct copies of the Distribution unaudited financial statements of the Business, the which include (i) an unaudited balance sheet and statement of income as of assets and liabilities included in the Transferred Assets and the Assumed Liabilities for the 12-month periods fiscal year ended December 31, 2020 2014; (ii) an unaudited statement of revenues and direct expenses relating to the Transferred Assets and the Assumed Liabilities, for the fiscal year ended December 31, 2021 and 2014; (iii) an unaudited balance sheet and statement of income assets and liabilities included in the Transferred Assets and Assumed Liabilities as of June 30, 2015 (such statement of assets and liabilities, the “Interim Statement”); and (iv) an unaudited statement of revenues and direct expenses relating to the Transferred Assets and Assumed Liabilities for the five6-month period ended on May 31June 30, 2022 (the balance sheet for such period, the “Latest Balance Sheet”) 2015 (collectively, the “Carve-Out Financial Statements”). The Carve-Out Except as set forth on Section 3.04 of the Seller Disclosure Schedule, (w) the Financial Statements (i) were derived from have been prepared from, and are in accordance with, the books and records of Seller maintained in and the Ordinary Course of Seller Subsidiaries pertaining to the Business, (iix) the Financial Statements have been prepared in good faith accordance with GAAP applied on a consistent basis throughout the same level periods indicated (except for the absence of skill footnotes and care as that utilized normal and recurring year-end adjustments, which individually and in the standard procedures aggregate will not be material), (y) Seller has determined the estimates of assets, direct expenses and liabilities included in the Distribution Business and of the Seller Group, and (iii) were Financial Statements as prepared in accordance with GAAP, and (z) the Transaction Accounting Principles and, having regard for the purposes for which they were prepared, Financial Statements fairly and accurately present in all material respects the financial condition position of the Business and the results of operations of the Distribution Business, in each case, as of the date thereof and for the periods presented therein. (b) The Distribution Business does not have None of the Assumed Liabilities has or contains any Liabilities liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, known or unknown, or due or to become due, that are or would have been required reasonably be expected to be reflected inmaterial to the Business or the 101951134.15 Transferred Assets or Assumed Liabilities, reserved against or otherwise described except (a) to the extent set forth in the Carve-Out Financial Statements in accordance with GAAPInterim Statement, consistently applied in accordance with past practice (b) for liabilities and the Transaction Accounting Principles, and that were not so reflected or on the face thereof, other than Liabilities (i) obligations incurred in the Ordinary Course of Business after the Balance Sheet Date (other than a Liability resulting from, arising out of, relating to, arising under or caused by any breach of Contract, relationships with former service providers, breach of warranty, tort, infringement, misappropriation, violation of Law, Environmental Law or Action and relating to the operation of the Distribution Business prior to the Closing), (ii) incurred under this Agreement or in connection with the Transactions, (iii) that are Assumed Liabilities, and (iv) arising under executory provisions of Contracts entered into in the Ordinary Course of Business (other than a Liability resulting from, arising out of, relating to, or caused by any breach of Contract, breach of warranty, tort, infringement, misappropriation, violation of Law, environmental matter or Action). (c) Except as set forth on Section 3.04(c) of the Disclosure Schedule, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no (i) Taxes attributed to the Purchased Entities or (ii) Liabilities with respect to any return, warranty or representation (express or implied), recall or defect made by or on behalf of the Distribution Business or any Purchased Asset. (d) No member of the Seller Group has any “off-balance sheet arrangements” (as such term is defined in Item 303(b) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to the Distribution Business. (e) All accounts and notes receivable reflected on the Latest Balance Sheet and all accounts and notes receivable arising subsequent to since the date of the Latest Balance Sheet Interim Statement or (c) for liabilities and on obligations arising under the Transferred Contracts (but excluding any such liabilities or prior obligations related to the date hereof, (i) have arisen in breach or other violation of the Ordinary Course of Business, (ii) represent legal, valid, binding and enforceable obligations owed to Sellers, subject only to consistently recorded reserves for bad debts set forth on the Carve-Out Financial Statements and (iii) are not subject to any contests, claims, counterclaims or setoffsTransferred Contracts).

Financial Information; No Undisclosed Liabilities. (ai) Section 3.04(aThe following financial statements (the "Financial Statements") of the Disclosure Business are contained in Schedule sets forth, with respect to the Distribution Business, 2.1(e)(i): (A) the unaudited balance sheet and statement of income sheets as of December 31, 1999, 2000 and 2001; and (B) the unaudited statements of operations for the 12-month periods three years ended December 31, 2020 1999, 2000 and December 31, 2021 and an unaudited balance sheet and statement of income for the five-month period ended on May 31, 2022 (the balance sheet for such period, the “Latest Balance Sheet”) (collectively, the “Carve-Out Financial Statements”)2001. The Carve-Out Financial Statements (i) were derived from the books and records of Seller maintained in the Ordinary Course of Business, (ii) have been prepared in good faith with the same level of skill and care as that utilized in the standard procedures of the Distribution Business and of the Seller Group, and (iii) were prepared in accordance with the Transaction Accounting Principles andGAAP consistently applied, having regard for the purposes for which they were prepared, present fairly present in all material respects the financial condition and results of operations of the Distribution Business. Business and are true and correct in all material respects. There are no liabilities or obligations of Sellers or their Subsidiaries related to the Business or the Acquired Assets of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than (bx) The Distribution Business does not have any Liabilities that would have been required to be reflected in, reserved against liabilities disclosed or otherwise described provided for in the Carve-Out Financial Statements and (y) liabilities incurred in accordance with GAAP, consistently applied in accordance the ordinary course of business consistent with past practice and the Transaction Accounting Principles, and that were not so reflected or on the face thereof, other than Liabilities (i) incurred in the Ordinary Course of Business after the Balance Sheet Date (other than a Liability resulting from, arising out of, relating to, arising under or caused by any breach of Contract, relationships with former service providers, breach of warranty, tort, infringement, misappropriation, violation of Law, Environmental Law or Action and relating to the operation of the Distribution Business prior to the Closing), (ii) incurred under this Agreement or in connection with the Transactions, (iii) that are Assumed Liabilities, and (iv) arising under executory provisions of Contracts entered into in the Ordinary Course of Business (other than a Liability resulting from, arising out of, relating to, or caused by any breach of Contract, breach of warranty, tort, infringement, misappropriation, violation of Law, environmental matter or Action). (c) Except as set forth on Section 3.04(c) of the Disclosure Schedule, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no (i) Taxes attributed to the Purchased Entities or (ii) Liabilities with respect to any return, warranty or representation (express or implied), recall or defect made by or on behalf of the Distribution Business or any Purchased Asset. (d) No member of the Seller Group has any “off-balance sheet arrangements” (as such term is defined in Item 303(b) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to the Distribution Business. (e) All accounts and notes receivable reflected on the Latest Balance Sheet and all accounts and notes receivable arising subsequent to since the date of the Latest Balance Sheet and on or prior Financial Statements that are not material to the date hereofBusiness, taken as a whole. (ii) Schedule 2.1(e)(ii) contains the operating budget of the Business for calendar years 2001, 2002 and 2003. Such operating budget was previously supplied by Sellers to Buyer, subject to the understanding that (i) projections have arisen been made in good faith by the management of the Sellers and in the Ordinary Course view of Businessthe Sellers' management are reasonable in light of all information known to Sellers and their Subsidiaries, and (ii) represent legal, valid, binding and enforceable obligations owed no representation or warranty is made as to Sellers, subject only to consistently recorded reserves for bad debts set forth on whether the Carve-Out Financial Statements and projected results will be realized. (iii) The financial statements of Nextera UK Limited for the year ended December 31, 2001 (the "UK Accounts") are contained in Schedule 2.1(e)(iii), and the UK Accounts comply with the provisions of the UK Companies Xxx 0000 as applicable and have been prepared in accordance with the requirements of all relevant statutes and with United Kingdom generally accepted accounting principle and practices and are true and accurate in all respects so far as they are statements of fact and not subject estimates, and give a true and fair view of all the assets and liabilities (whether present or future, actual or contingent) and of the state of affairs, financial position and results of the Business in the United Kingdom as at and up to any contestsDecember 31, claims, counterclaims or setoffs2001.

Financial Information; No Undisclosed Liabilities. (a) Section 3.04(aAttached as Schedule 3.3(a) are (i) an unaudited statement of net assets of the Disclosure Schedule sets forth, with respect to the Distribution Business, the unaudited balance sheet and statement of income as of June 30, 2022 and June 30, 2021, and (ii) an unaudited statements of net earnings and cash flows of the Business for the 12-month periods years then ended December 31, 2020 (clauses (i) and December 31, 2021 and an unaudited balance sheet and statement of income for the five-month period ended on May 31, 2022 (the balance sheet for such periodii) collectively, the “Latest Balance SheetAnnual Financial Statements”), (iii) the unaudited statement of net assets of the Business, as of September 30, 2022, and (iv) the unaudited statements of net earnings and cash flows of the Business for the three months then ended (collectively, the “Carve-Out Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”) (such statement of net assets as of September 30, 2022, the “Balance Sheet” and such date, the “Balance Sheet Date”). The Carve-Out books and records of the Seller with respect to the Business have been prepared in accordance with GAAP. Subject to the limitations set forth in this Agreement, the Financial Statements (i) were have been derived from the books and records of the Seller maintained in with respect to the Ordinary Course of Business, (ii) have been prepared in good faith with the same level of skill and care as that utilized in the standard procedures of the Distribution Business and of the Seller Grouppresent fairly, and (iii) were prepared in accordance with the Transaction Accounting Principles and, having regard for the purposes for which they were prepared, fairly present in all material respects respects, the financial condition and results of operations of the Distribution BusinessBusiness as of the indicated dates and for the indicated periods in conformity with GAAP consistently applied throughout the periods covered thereby. The Seller makes no other representation or warranty regarding the Financial Statements. (b) The Distribution Business does not have any Liabilities that would have been required to be reflected in, reserved against or otherwise described in the Carve-Out Financial Statements in accordance with GAAP, consistently applied in accordance with past practice and the Transaction Accounting Principles, and that were not so reflected or on the face thereof, other Other than Liabilities (i) incurred Liabilities that are reflected in the Ordinary Course of Business after the Balance Sheet Date (other than a Liability resulting from, arising out of, relating to, arising under or caused by any breach of Contract, relationships with former service providers, breach of warranty, tort, infringement, misappropriation, violation of Law, Environmental Law or Action and relating to the operation of the Distribution Business prior to the Closing)Interim Financial Statements, (ii) incurred under this Agreement Liabilities disclosed or referred to in connection with the TransactionsDisclosure Schedules, (iii) that are Assumed the 22 Retained Liabilities, and (iv) Liabilities or obligations arising under executory provisions of Contracts entered into since the Balance Sheet Date in the Ordinary Course ordinary course of Business (other than a Liability resulting frombusiness, arising out of, relating to, or caused by any breach of Contract, breach of warranty, tort, infringement, misappropriation, violation of Law, environmental matter or Action). (c) Except as set forth on Section 3.04(c) of the Disclosure Schedule, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no (i) Taxes attributed to the Purchased Entities or (ii) Liabilities with respect to any return, warranty or representation (express or implied), recall or defect made by or on behalf of the Distribution Business or any Purchased Asset. (d) No member of the Seller Group has does not have any “off-balance sheet arrangements” (as such term is defined in Item 303(b) Liabilities or obligations of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) any nature with respect to the Distribution Business. (e) All accounts and notes receivable reflected on the Latest Balance Sheet and all accounts and notes receivable arising subsequent Business that would be material to the date of the Latest Balance Sheet and on or prior to the date hereof, (i) have arisen in the Ordinary Course of Business, (ii) represent legal, valid, binding and enforceable obligations owed to Sellers, subject only to consistently recorded reserves for bad debts set forth on the Carve-Out Financial Statements and (iii) are not subject to any contests, claims, counterclaims or setoffs.taken as a whole. 3.4

Financial Information; No Undisclosed Liabilities. (a) Section 3.04(a4.03(a) of the Seller Disclosure Schedule Letter sets forth, with respect to forth the Distribution Business, the (i) unaudited combined balance sheet of the Business as of December 21, 2021 and the related unaudited combined statement of income as of and the Business for the twelve (12-month periods ) months ended December 31, 2020 2021 (the “2021 Financial Information”) and (ii) unaudited combined balance sheet of the Business as of December 31, 2021 2022 and an the related unaudited balance sheet and combined statement of income of the Business for the five-month period twelve (12) months ended on May December 31, 2022 (the balance sheet for such period“2022 Financial Information” and, collectively with the 2021 Financial Information, the “Latest Balance Sheet”) (collectively, the “Carve-Out Financial StatementsInformation”). . (b) The Carve-Out Financial Statements Information (i) were derived from the books and records of Seller maintained in the Ordinary Course of Business, (ii) have has been prepared in good faith with the same level of skill and care as that utilized in the standard procedures of the Distribution Business and of the Seller Group, and (iii) were prepared in accordance with IFRS consistently applied during the Transaction Accounting Principles and, having regard for the purposes for which they were prepared, periods involved and (ii) presents fairly present in all material respects the financial condition position of the Business, and the results of operations of the Distribution Business. , in each case, as of the respective dates thereof and for the respective periods covered thereby; provided that the Financial Information (bA) The Distribution Business does may not necessarily be indicative of the conditions that would have any Liabilities existed or the results of operations that would have been required achieved if the Business had been operated as a separate standalone entity or as an unaffiliated company, (B) includes certain allocated charges and credits which do not necessarily reflect amounts that the Business would incur on a standalone basis or that would have resulted from arm’s length transactions and (C) does not reflect perimeter adjustments to be reflected incapture the operations related to the Business that historically occurred within other entities within the Seller’s Group. The amount of perimeter adjustments to Reported EBITDA for the financial year 2022 as set forth in that certain “Project Cabernet – Financial Fact Book Update, reserved against or otherwise described dated March 6, 2023” (as provided to Purchaser under section 8.1.5 of the VDR) was derived in good faith from the Carve-Out Financial Statements in accordance with GAAPunderlying sub ledger information from entities included within the audited Xxxxxxx Process GmbH consolidated financial statements for the financial year ended December 31, consistently applied in accordance with past practice and the Transaction Accounting Principles, and that were not so reflected or on the face thereof, other 2022. (c) Other than Liabilities (i) as are specifically and adequately reflected or reserved against in the Most Recent Financial Information; (ii) liabilities incurred since March 31, 2023 in the Ordinary Course of Business after the Balance Sheet Date (other than none of which is a Liability resulting from, arising out of, relating to, arising under or caused by any liability for breach of Contract, relationships with former service providerscontract, breach of warranty, tort, infringement, misappropriation, violation of Law, Environmental Law or Action and relating that relates to the operation any cause of the Distribution Business prior to the Closingaction, claim or lawsuit), (ii) incurred under this Agreement or in connection with the Transactions, ; (iii) that are Assumed Liabilities, and (iv) arising under executory provisions of Contracts entered into in the Ordinary Course of Business (other than a Liability resulting from, arising out of, relating to, or caused by any breach of Contract, breach of warranty, tort, infringement, misappropriation, violation of Law, environmental matter or Action). (c) Except as liabilities set forth on Section 3.04(c4.03(b) of the Seller Disclosure ScheduleLetter; (iv) liabilities that have been or will be incurred in connection with this Agreement or any of the Ancillary Agreements and the transactions contemplated hereby or thereby; or (v) Liabilities that are not, except as or would not reasonably be expected to havebe, individually or in the aggregate, material to the Business, taken as a Material Adverse Effectwhole, there are no (i) Taxes attributed to the Purchased Entities or (ii) Liabilities with respect to any return, warranty or representation (express or implied), recall or defect made by or on behalf of the Distribution Business Holding Companies, the Company Subsidiaries or any Purchased Assetthe Business. (d) No member Section 4.03(d) of the Seller Group has any Disclosure Letter sets forth the “off-balance sheet arrangementsConsolidated IFRS Reported EBITDA of the Business” (as such term is defined shown in Item 303(b) the 2022 Financial Information). The Consolidated IFRS Reported EBITDA of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (Business has been prepared by the “Exchange Act”)) Seller in good faith and has been derived from and in accordance with respect to the Distribution Business2022 Financial Information. (e) All accounts and notes receivable reflected on the Latest Balance Sheet and all accounts and notes receivable arising subsequent to the date The unaudited combined balance sheet of the Latest Balance Sheet Business as of March 31, 2023 and on or prior to the date hereofrelated unaudited combined statement of income of the Business for the three (3) months ended March 31, 2023 (ithe “Most Recent Financial Information”) have arisen was prepared with due care and good faith, in accordance with the same accounting policies, principles, practices, categorizations and monthly reporting procedures as applied in the Financial Information and in a manner consistent with management reports prepared by the Seller in the Ordinary Course of Business with respect to the Business and were derived from such management reports. The Most Recent Financial Information represents a reasonably accurate view, which is not materially misstated, of the results of the Business in the relevant period and of the financial position of the Business at the relevant date. (f) As of the Closing, except for Indebtedness that is taken into account as a reduction to the Purchase Price in the Closing Statement or that is included in the determination of Working Capital in the Closing Statement, none of the Business, the Holding Companies or Company Subsidiaries has any indebtedness (iiwhether or not any such indebtedness would be required to be recorded or recognized as such under IFRS). For purposes of this Section 4.03(f), indebtedness shall mean: (a) represent legalany obligations of such Person (for clarity, validas used in this Section 4.03(f) the “Business” shall be a “Person”) for borrowed money, binding (b) any obligations of such Person evidenced by a credit agreement, bond, note, debenture, indenture, loan agreement or debt security or any similar agreements and enforceable instruments, (c) any obligations owed to Sellersof such Person evidenced by any letters of credit (including standby and commercial), subject surety bonds or bank guarantees, in each case, only to consistently recorded reserves the extent drawn or called, whether issued or created by, or for bad debts set forth on the Carve-Out Financial Statements account of, such Person; and (iiid) are not subject to equipment financing arrangements or any contests, claims, counterclaims or setoffssimilar agreements and instruments.

Financial Information; No Undisclosed Liabilities. (a) Section 3.04(aThe Buyer has delivered to the Company true and complete copies of (collectively, the “Buyer Consolidated Financial Statements”): (i) audited consolidated financial statements of the Buyer and its Subsidiaries as of and for the years ended December 31, 2017, 2016 and 2015, and (ii) interim unaudited consolidated financial statements of the Buyer and its Subsidiaries as of and for three and six months ended on the Balance Sheet Date, and a copy of the Buyer Consolidated Financial Statements is attached hereto as Schedule 3.5 of the Buyer Disclosure Schedule sets forthLetter. The Buyer Consolidated Financial Statements present fairly in all material respects the consolidated financial condition of the Buyer and its Subsidiaries, and results of operations and cash flows for the dates or periods indicated thereon, in accordance with GAAP applied on a consistent basis throughout the periods indicated, except as disclosed therein and, except, with respect to the Distribution Business, the interim unaudited balance sheet and statement of income consolidated financial statements as of and for the 12-month periods ended December 31, 2020 three and December 31, 2021 and an unaudited balance sheet and statement of income for the five-month six months period ended on May 31the Balance Sheet Date, 2022 (the balance sheet for such period, the “Latest Balance Sheet”) (collectively, the “Carve-Out Financial Statements”). The Carve-Out Financial Statements (i) were derived for normal year-end audit adjustments, (ii) for the omission of footnote disclosures and statements of shareholders’ equity and cash flows as required by GAAP, and (iii) for the other matters set forth on Schedule 3.5(a) of the Buyer Disclosure Letter, in each case, that are not material individually or in the aggregate. The Buyer Consolidated Financial Statements, including the footnotes thereto, have been prepared from the books and records of Seller maintained the Buyer and its Subsidiaries. The Buyer’s auditors have not notified in writing (or to the Buyer’s Knowledge, orally) the Buyer, its Subsidiaries or any of their respective officers or employees of any material liabilities, reserves, changes or issues that need to be addressed in the Ordinary Course Buyer Consolidated Financial Statements. The books of Business, (ii) have been prepared in good faith with the same level of skill account and care as that utilized in the standard procedures other financial records of the Distribution Business Buyer are complete and of the Seller Group, and (iii) were prepared in accordance with the Transaction Accounting Principles and, having regard for the purposes for which they were prepared, fairly present correct in all material respects the financial condition and results of operations of the Distribution Businessrepresent actual, bona fide transactions. (b) The Distribution Business does not have Neither the Buyer nor any Liabilities that would have been required to be reflected inof its Subsidiaries has any liabilities or obligations (whether accrued, reserved against absolute, contingent, known, unknown or otherwise described in the Carve-Out Financial Statements in accordance with GAAPotherwise), consistently applied in accordance with past practice and the Transaction Accounting Principles, and that were not so reflected or on the face thereof, other than Liabilities except for (i) incurred the liabilities to the extent reflected in the Ordinary Course of Business after Buyer Consolidated Financial Statements, (ii) trade payables, accrued expenses and other similar liabilities incurred by the Buyer or its Subsidiaries since the Balance Sheet Date (other than a Liability resulting from, arising out of, relating to, arising under or caused by any breach in the ordinary course of Contract, relationships with former service providers, breach of warranty, tort, infringement, misappropriation, violation of Law, Environmental Law or Action and relating to the operation of the Distribution Business prior to the Closing), (ii) incurred under this Agreement or in connection with the Transactionsbusiness, (iii) that are Assumed Liabilitiesexecutory contract obligations incurred by the Buyer or its Subsidiaries in the ordinary course of business, (iv) fees and expenses (including any amounts payable to the Office of the United States Trustee) incurred in connection with this Agreement and the transactions contemplated hereby, or in the Chapter 11 Cases, (v) liabilities disclosed in the Plan and Disclosure Statement, (vi) the liabilities of the Buyer and its Subsidiaries set forth in Schedule 3.5(b) of the Buyer Disclosure Letter, and (ivvii) arising under executory provisions of Contracts entered into liabilities or obligations that are not, individually or in the Ordinary Course of Business (other than aggregate material to the Buyer and its Subsidiaries, taken as a Liability resulting from, arising out of, relating towhole, or caused by any breach of Contract, breach of warranty, tort, infringement, misappropriation, violation of Law, environmental matter or Action)the Buyer Business. (c) Except as set forth on Section 3.04(c) The Buyer and its Subsidiaries maintain a system of the Disclosure Schedule, except as would not reasonably be expected internal accounting controls sufficient to have, individually or in the aggregate, a Material Adverse Effect, there are no provide reasonable assurance that (i) Taxes attributed to the Purchased Entities transactions are executed in accordance with management’s general or specific authorization; (ii) Liabilities transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for inventory is compared with existing inventory at reasonable intervals and appropriate action is taken with respect to any returndifferences and (v) the unauthorized acquisition, warranty use or representation (express or implied), recall or defect made by or on behalf disposition of the Distribution Business or any Purchased Asset. (d) No member of the Seller Group has any “off-balance sheet arrangements” (as such term is defined in Item 303(b) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to the Distribution Business. (e) All accounts and notes receivable reflected Person’s assets that could have a material effect on the Latest Balance Sheet and all accounts and notes receivable arising subsequent to the date of the Latest Balance Sheet and on or prior to the date hereof, (i) have arisen in the Ordinary Course of Business, (ii) represent legal, valid, binding and enforceable obligations owed to Sellers, subject only to consistently recorded reserves for bad debts set forth on the Carve-Out Buyer Consolidated Financial Statements and (iii) are not subject to any contests, claims, counterclaims is prevented or setoffstimely detected.

Financial Information; No Undisclosed Liabilities. (a) Section 3.04(aThe Company has delivered to the Buyer true and complete copies of (collectively, the “Consolidated Financial Statements”): (i) audited consolidated financial statements of the Company and its Subsidiaries as of and for the years ended December 31, 2017, 2016 and 2015, and (ii) interim unaudited consolidated financial statements of the Company and its Subsidiaries as of and for the three and six months ended June 30, 2018 (the “Balance Sheet Date”), and a copy of the Consolidated Financial Statements is attached hereto as Schedule 2.4 of the Company Disclosure Schedule sets forthLetter. The Consolidated Financial Statements present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries, and results of operations and cash flows for the dates or periods indicated thereon, in accordance with GAAP applied on a consistent basis throughout the periods indicated, except as disclosed therein and except, with respect to the Distribution Business, the interim unaudited balance sheet and statement of income consolidated financial statements as of and for the 12-three and six month periods ended December 31on the Balance Sheet Date, 2020 and December 31, 2021 and an unaudited balance sheet and statement of income for the five-month period ended on May 31, 2022 (the balance sheet for such period, the “Latest Balance Sheet”) (collectively, the “Carve-Out Financial Statements”). The Carve-Out Financial Statements (i) were derived for normal year-end audit adjustments, (ii) for the omission of footnote disclosures and statements of shareholders’ equity and cash flows as required by GAAP, and (iii) for the other matters set forth on Schedule 2.4(a) of the Company Disclosure Letter, in each case, that are not material individually or in the aggregate. The Consolidated Financial Statements, including the footnotes thereto, have been prepared from the books and records of Seller maintained the Company and its Subsidiaries. The Company’s auditors have not notified in writing (or to the Company’s Knowledge, orally) the Company, its Subsidiaries or any of their respective officers or employees of any material liabilities, reserves, changes or issues that need to be addressed in the Ordinary Course Consolidated Financial Statements. The books of Business, (ii) have been prepared in good faith with the same level of skill account and care as that utilized in the standard procedures other financial records of the Distribution Business Company are complete and of the Seller Group, and (iii) were prepared in accordance with the Transaction Accounting Principles and, having regard for the purposes for which they were prepared, fairly present correct in all material respects the financial condition and results of operations of the Distribution Businessrepresent actual, bona fide transactions. (b) The Distribution Business does not have Neither the Company nor any Liabilities that would have been required to be reflected inof its Subsidiaries has any liabilities or obligations (whether accrued, reserved against absolute, contingent, known, unknown or otherwise described in the Carve-Out Financial Statements in accordance with GAAPotherwise), consistently applied in accordance with past practice and the Transaction Accounting Principles, and that were not so reflected or on the face thereof, other than Liabilities except for (i) incurred the liabilities to the extent reflected in the Ordinary Course of Business after Consolidated Financial Statements, (ii) trade payables, accrued expenses and other similar liabilities incurred by the Company or its Subsidiaries since the Balance Sheet Date (other than a Liability resulting from, arising out of, relating to, arising under or caused by any breach in the ordinary course of Contract, relationships with former service providers, breach of warranty, tort, infringement, misappropriation, violation of Law, Environmental Law or Action and relating to the operation of the Distribution Business prior to the Closing), (ii) incurred under this Agreement or in connection with the Transactionsbusiness, (iii) that are Assumed Liabilitiesexecutory contract obligations incurred in the ordinary course of business, (iv) liabilities and obligations incurred in connection with this Agreement and the transactions contemplated hereby, (v) the liabilities of the Company and its Subsidiaries set forth in Schedule 2.4(b) of the Company Disclosure Letter, and (ivvi) arising under executory provisions of Contracts entered into liabilities or obligations that are not, individually or in the Ordinary Course of aggregate material to the Company and its Subsidiaries, taken as a whole, the Business (other than or the Transferred Assets, taken as a Liability resulting from, arising out of, relating to, or caused by any breach of Contract, breach of warranty, tort, infringement, misappropriation, violation of Law, environmental matter or Action)whole. (c) Except as set forth on Section 3.04(c) The Company and its Subsidiaries maintain a system of the Disclosure Schedule, except as would not reasonably be expected internal accounting controls sufficient to have, individually or in the aggregate, a Material Adverse Effect, there are no provide reasonable assurance that (i) Taxes attributed to the Purchased Entities transactions are executed in accordance with management’s general or specific authorization; (ii) Liabilities transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for inventory is compared with existing inventory at reasonable intervals and appropriate action is taken with respect to any returndifferences and (v) the unauthorized acquisition, warranty use or representation (express or implied), recall or defect made by or on behalf disposition of the Distribution Business or any Purchased Asset. (d) No member of the Seller Group has any “off-balance sheet arrangements” (as such term is defined in Item 303(b) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to the Distribution Business. (e) All accounts and notes receivable reflected Person’s assets that could have a material effect on the Latest Balance Sheet and all accounts and notes receivable arising subsequent to the date of the Latest Balance Sheet and on or prior to the date hereof, (i) have arisen in the Ordinary Course of Business, (ii) represent legal, valid, binding and enforceable obligations owed to Sellers, subject only to consistently recorded reserves for bad debts set forth on the Carve-Out Consolidated Financial Statements and (iii) are not subject to any contests, claims, counterclaims is prevented or setoffstimely detected.

Financial Information; No Undisclosed Liabilities. (a) Section 3.04(a) of the Attached hereto as Disclosure Schedule sets forth2.8(a) are (i) true, with respect to the Distribution Business, complete and correct copies of the unaudited balance sheet of the Transferred Business as at December 31, 2010 and statement related unaudited statements of income as of and for the 12-month periods year ended December 31, 2020 and December 31, 2021 and an unaudited balance sheet and statement of income for the five-month period ended on May 31, 2022 (the balance sheet for such period, the “Latest Balance Sheet”) 2010 (collectively, the “Carve-Out Business Unaudited Financial StatementsInformation”). The Carve-Out Financial Statements (i) were derived from the books , and records of Seller maintained in the Ordinary Course of Business, (ii) have been prepared in good faith true, complete and correct copies of unaudited balance sheets as at March 31, 2010 and March 31, 2011 and related unaudited statements of income for the calendar quarters ended March 31, 2010 and March 31, 2011 (collectively, the “Business Quarterly Financial Information” and collectively with the same level of skill and care as that utilized in Business Unaudited Financial Information, the standard procedures of the Distribution Business and of the Seller Group, and (iii) were prepared in accordance with the Transaction Accounting Principles and, having regard for the purposes for which they were prepared, fairly present in all material respects the financial condition and results of operations of the Distribution Business“Financial Information”). (b) The Distribution Business does not have any Liabilities that would have Financial Information has been required to be reflected inprepared utilizing information from EQT’s books and records, reserved against or otherwise described in the Carve-Out Financial Statements in accordance with GAAP, consistently applied in accordance with past practice which books and the Transaction Accounting Principles, and that were not so reflected or records are maintained on the face thereof, other than Liabilities (i) incurred in the Ordinary Course of Business after the Balance Sheet Date (other than an accrual basis for EQT on a Liability resulting from, arising out of, relating to, arising under or caused by any breach of Contract, relationships with former service providers, breach of warranty, tort, infringement, misappropriation, violation of Law, Environmental Law or Action and relating to the operation of the Distribution Business prior to the Closing), (ii) incurred under this Agreement or in connection with the Transactions, (iii) that are Assumed Liabilities, and (iv) arising under executory provisions of Contracts entered into in the Ordinary Course of Business (other than a Liability resulting from, arising out of, relating to, or caused by any breach of Contract, breach of warranty, tort, infringement, misappropriation, violation of Law, environmental matter or Action)consolidated basis. (c) Except There are no liabilities or obligations of the Company or the Transferred Business of any nature (whether known or unknown and whether accrued, absolute, contingent or otherwise), and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state, or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) current liabilities incurred in the ordinary course of business since December 31, 2010, (ii) liabilities that are accrued and set forth in the Business Unaudited Financial Information, (iii) liabilities that will be taken into account in determining the Working Capital Adjustment, (iv) as set forth on Section 3.04(cDisclosure Schedule 2.8(c) and (v) adjustments to record deferred tax liabilities (none of the Disclosure Schedule, except which will constitute Transferred Asset Liabilities (as would not reasonably be expected to have, individually or defined in the aggregate, a Material Adverse Effect, there are no (i) Taxes attributed to the Purchased Entities or (ii) Liabilities with respect to any return, warranty or representation (express or impliedContribution Agreement), recall or defect made by or on behalf of the Distribution Business or any Purchased Asset). (d) No member of the Seller Group has any “off-balance sheet arrangements” (as such term is defined in Item 303(b) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to the Distribution Business. (e) All accounts and notes receivable reflected on the Latest Balance Sheet and all accounts and notes receivable arising subsequent to the date of the Latest Balance Sheet and on or prior to the date hereof, (i) have arisen in the Ordinary Course of Business, (ii) represent legal, valid, binding and enforceable obligations owed to Sellers, subject only to consistently recorded reserves for bad debts set forth on the Carve-Out Financial Statements and (iii) are not subject to any contests, claims, counterclaims or setoffs.