Common use of Financial Statements; Absence of Undisclosed Liabilities Clause in Contracts

Financial Statements; Absence of Undisclosed Liabilities. (a) Buyer has been furnished the unaudited balance sheet and related unaudited income statement of the Business of the Target Group (collectively, the “Financial Statements”) for the fiscal quarter ended [***] (the “Balance Sheet Date”); and (b) The balance sheet included in the Financial Statements (including any related notes and schedules) fairly presents in all material respects the financial position of the Target, as of the date thereof, and the income statement included in the Financial Statements (including any related notes and schedules) fairly presents in all material respects the results of operations of the Target for the periods set forth therein, in each case, in accordance with GAAP. (c) Other than as disclosed on Schedule 4.10(c), there are no Liabilities of the Target Group that are not reflected or reserved against in the Financial Statements, other than Liabilities (i) that are liabilities incurred in the ordinary course of business and consistent with past practices of the Target since the Balance Sheet Date, (ii) that, individually or in the aggregate, would not reasonably be expected to be material to the Target Group taken as a whole, or (iii) arising after the Closing Date or as otherwise expressly contemplated by this Agreement. (d) The Accounts Receivable have arisen from bona fide transactions entered into by the members of the Target Group from the sale of goods or the rendering of services in the ordinary course of business consistent with past practice. The Accounts Receivable are not subject to any pending (as alleged in writing or otherwise to Seller’s Knowledge) or, to Seller’s Knowledge, threatened, counterclaim, right of offset, returns, allowances or credits, except for reserves for returns, allowances, chargebacks and bad debts that are commercially reasonable and have been determined in accordance with GAAP, consistently applied. (e) The Accounts Payable arose from bona fide transactions in the ordinary course of business, and all such Accounts Payable have either been paid or are not yet due and payable in the ordinary course of business. No third party has initiated in writing or, to Seller’s Knowledge, initiated orally or threatened to initiate, a Claim regarding any Accounts Payables.

Financial Statements; Absence of Undisclosed Liabilities. (a) Copies of the following financial statements have been made available to Buyer has been furnished for its review: (i) the unaudited balance sheet of the Company as of December 31, 2020, and the related unaudited income statement of operations for the Business of the Target Group fiscal year then ended (collectively, the “Annual Financial Statements”), and (ii) for the fiscal quarter ended [***] unaudited balance sheet of the Company as of March 31, 2021 (the “Company Balance Sheet” and such date, the “Balance Sheet Date”); , and the related unaudited statement of operations for the three-month period then ended (the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”). (b) The balance sheet included in Financial Statements have been properly extracted from the business records of the Company and are consistent with the books and records of the Company. Except as set forth on Schedule 4.4(b), the Financial Statements (including any related notes were prepared in accordance with the accounting principles and schedules) procedures of the Company, which accounting principles and procedures are in accordance with IFRS, in all material respects, consistently applied throughout the periods covered thereby. The Financial Statements fairly presents present in all material respects the financial position condition of the Target, Company as of the date thereof, dates thereof and the income statement included in the Financial Statements (including any related notes and schedules) fairly presents in all material respects the results of operations of the Target for the periods set forth therein, in each case, in accordance with GAAPindicated. (c) Other than Except as disclosed set forth on Schedule 4.10(c4.4(c), there are no Liabilities of the Target Group that are Company does not reflected have any liability or reserved against in the Financial Statementsobligation (whether accrued, other than Liabilities absolute, contingent or otherwise) except (i) that are as reflected and adequately accrued and reserved against on the Company Balance Sheet, (ii) liabilities incurred or obligations which have arisen in the ordinary course of business and consistent with past practices of the Target since the Balance Sheet Date, (ii) that, which individually or in the aggregateaggregate are not material in amount, would not reasonably be expected to be material to the Target Group taken as a whole, or and (iii) arising after the Closing Date liabilities or as otherwise expressly contemplated by this Agreement. (d) The Accounts Receivable have arisen from bona fide transactions entered into by the members obligations that would not be required to be reflected on a combined balance sheet of the Target Group from the sale of goods or the rendering of services in the ordinary course of business consistent with past practice. The Accounts Receivable are not subject to any pending (as alleged in writing or otherwise to Seller’s Knowledge) or, to Seller’s Knowledge, threatened, counterclaim, right of offset, returns, allowances or credits, except for reserves for returns, allowances, chargebacks and bad debts that are commercially reasonable and have been determined Company prepared in accordance with GAAP, consistently appliedIFRS. (e) The Accounts Payable arose from bona fide transactions in the ordinary course of business, and all such Accounts Payable have either been paid or are not yet due and payable in the ordinary course of business. No third party has initiated in writing or, to Seller’s Knowledge, initiated orally or threatened to initiate, a Claim regarding any Accounts Payables.

Financial Statements; Absence of Undisclosed Liabilities. (a) Buyer has been furnished Attached hereto as Seller Schedule 5.6 are complete and correct copies of (i) the audited (to the extent, and subject to the assumptions, described therein) combined, consolidated financial statements of the Company and A Investments for the nine (9) months ended September 30, 2012 and the fiscal year ended December 31, 2011, (ii) the audited (to the extent described therein) financial statements of A Investments, A Futures, A Solutions and GFTC for the fiscal year ended December 31, 2010 and 2011 and (iii) the unaudited balance sheet and related unaudited income statement combined, consolidated financial statements of the Business of Company and A Investments for the Target Group three months ended December 31, 2012 (collectivelytogether with clauses (i) and (ii), the “Financial Statements”) for the fiscal quarter ended [***] (the “Balance Sheet Date”); and. (b) The Financial Statements have been prepared on the basis of information derived from the books and records of the applicable Subsidiaries which are maintained in the ordinary course of business and which are reliable, complete and accurate. Each of the balance sheet sheets or statements of financial condition included in the Financial Statements (including any related notes and schedules) fairly presents in all material respects the financial position of the Target, relevant Company or Subsidiary as of its date to the date thereofextent set forth therein, and each of the statements of income statement and changes in stockholders’ equity and cash flows or equivalent statements included in the Financial Statements (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations operations, changes in stockholders’ equity and changes in cash flows, as the case may be, of the Target relevant Company or Subsidiary for the periods set forth therein to the extent set forth therein, in each casecase in all material respects in conformity with GAAP consistently applied throughout the period indicated, except in the case of unaudited Financial Statements, for the absence of footnotes; provided, however, that no representation is made with respect to the allocation of indirect expenses to the Company and the Subsidiaries other than the representation and warranty of Seller that such allocation has been made in good faith. The Company and its Subsidiaries have established and maintain systems of internal accounting controls that are designed to provide reasonable assurances that all transactions are recorded as necessary to permit the preparation of proper and accurate financial statements in accordance with GAAP. Neither the Company nor any Subsidiary nor, to the Knowledge of Seller, any auditor, accountant or representative thereof has received any unresolved material written complaint, allegation or assertion of a problem or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiaries or their respective accounting controls. (c) Other than Except (i) as disclosed on Schedule 4.10(c), there are no Liabilities of the Target Group that are not reflected or reserved against set forth in the Financial Statements, other than Liabilities (i) that are liabilities incurred in the ordinary course of business and consistent with past practices of the Target since the Balance Sheet Date, (ii) that, individually or in the aggregate, would not reasonably be expected to be material to the Target Group taken as a whole, or (iii) arising after the Closing Date or as otherwise expressly contemplated by this Agreement. (d) The Accounts Receivable have arisen from bona fide transactions entered into by the members of the Target Group from the sale of goods or the rendering of services for Liabilities incurred in the ordinary course of business consistent with past practice. The Accounts Receivable are not subject to any pending practice since December 31, 2012 (as alleged in writing none of which is a Liability or otherwise to Seller’s Knowledge) orobligation for breach of contract, to Seller’s Knowledgebreach of warranty, threatened, counterclaim, right of offset, returns, allowances tort or credits, except for reserves for returns, allowances, chargebacks and bad debts that are commercially reasonable and have been determined in accordance with GAAP, consistently applied. (e) The Accounts Payable arose from bona fide transactions in the ordinary course of businessinfringement or a claim or lawsuit or an environmental liability), and all such Accounts Payable have either been paid (iii) for Liabilities otherwise disclosed pursuant to this Agreement, neither the Company nor any Subsidiary has any Liabilities, other than Liabilities for Taxes, which are of a nature that would be required to be disclosed or are not yet due reflected in consolidated financial statements of the Company and payable in the ordinary course of business. No third party has initiated in writing or, to Seller’s Knowledge, initiated orally or threatened to initiate, a Claim regarding any Accounts PayablesSubsidiaries prepared under GAAP.

Financial Statements; Absence of Undisclosed Liabilities. (a) Buyer has been furnished Attached hereto as Schedule 7.5(a) is a correct and complete copy of (i) the unaudited consolidated balance sheet (including any related notes thereto) of the Company and its Subsidiaries as at December 31,2018, together with the unaudited consolidated statement of operations and cash flows for the Company and its Subsidiaries as at December 31, 2018 and (ii) an unaudited balance sheet of the Company and related its Subsidiaries as of October 31, 2019 (the “Latest Balance Sheet Date”), together with the unaudited income statement of operations and cash flows for the Business of ten10) months then ended (the Target Group financial statements referred to in clauses (collectivelyi) and (ii), being the “Financial Statements”) for ). The Financial Statements were prepared in accordance with GAAP applied on a consistent basis throughout the fiscal quarter ended [***] periods involved (the “Balance Sheet Date”); and (b) The balance sheet included except as indicated in the Financial Statements (including any related notes thereto), and schedules) each fairly presents in all material respects the financial position of the Target, as of Company and its Subsidiaries at the date thereof, respective dates and the income statement included in the Financial Statements (including any related notes and schedules) fairly presents in all material respects the results of their operations of the Target and cash flows for the periods indicated, except as otherwise set forth thereinin the notes thereto and, in each casethe case of interim statements, in accordance with GAAP. (c) Other than as disclosed on Schedule 4.10(c)for ordinary course, there are no Liabilities of the Target Group year-end audit adjustments that are not reflected or reserved against in the Financial Statements, other than Liabilities (i) that are liabilities incurred in the ordinary course of business and consistent with past practices of the Target since the Balance Sheet Date, (ii) thatnot, individually or in the aggregate, would not reasonably be expected material. (b) The Company and its Subsidiaries maintain accurate books and records reflecting their material assets and liabilities and maintain, and have maintained for all periods reflected in the Financial Statements, proper and adequate internal accounting controls that provide reasonable assurance that (i) material transactions are recorded as necessary to be material permit accurate preparation of their financial statements and to maintain accurate accountability for their assets; (ii) the Target Group taken as a whole, or reporting of their assets is compared with existing assets at regular intervals; and (iii) arising after accounts, notes and other receivables and inventory are recorded accurately, subject to the Closing Date or as otherwise expressly contemplated by this Agreementallowances for doubtful accounts included therein and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. (c) None of the Company or any of its Subsidiaries has any material Liabilities or obligations, whether accrued, absolute, fixed, contingent, or otherwise, whether due or to become due, other than (a) Liabilities that are specifically set forth and adequately reserved against in the Financial Statements dated as of the Latest Balance Sheet Date and specifically reflected on such Financial Statements, (b) Liabilities incurred in the Ordinary Course of Business since the Latest Balance Sheet Date, (c) executory obligations under Contracts to which the Company or one of its Subsidiaries is a party, but not Liabilities arising out of any breach of any such Contract occurring on or prior to the Closing Date, and (d) The Accounts Receivable have arisen from bona fide transactions entered into by Liabilities included in the members calculation of Closing Net Working Capital. None of the Target Group from Company or any of its Subsidiaries is responsible for any obligations or Liabilities of any Shareholder Parties or any of their Affiliates (other than the sale of goods Company and its Subsidiaries), whether accrued, absolute, fixed, contingent, or the rendering of services in the ordinary course of business consistent with past practice. The Accounts Receivable are not subject otherwise, whether due or to any pending (as alleged in writing or otherwise to Seller’s Knowledge) or, to Seller’s Knowledge, threatened, counterclaim, right of offset, returns, allowances or credits, except for reserves for returns, allowances, chargebacks and bad debts that are commercially reasonable and have been determined in accordance with GAAP, consistently appliedbecome due. (e) The Accounts Payable arose from bona fide transactions in the ordinary course of business, and all such Accounts Payable have either been paid or are not yet due and payable in the ordinary course of business. No third party has initiated in writing or, to Seller’s Knowledge, initiated orally or threatened to initiate, a Claim regarding any Accounts Payables.

Financial Statements; Absence of Undisclosed Liabilities. (a) Buyer has been furnished Set forth in Schedule 3.13(a) are (i) the audited financial statements and accompanying report of independent auditors of each of the Acquired Entities (other than for PB Expansion Class B Holdings, Prairie Breeze II Holdings LLC, Prairie Breeze II Project Company, and Prairie Breeze III Project Company) as of and for the period ending December 31, 2014, which present fairly in all material respects the financial position of each Acquired Entities as of the date of such financial statements in conformity with GAAP and (ii) the unaudited balance sheet and related unaudited income statement financial statements of each of the Business Acquired Entities, as of and for the period ending March 31, 2015, which present fairly in all material respects, the financial position of the Target Group Acquired Entities as of the date of such unaudited financial statements in conformity with GAAP (subject to customary year-end adjustments and the notes related to such audits) (collectively, the “Financial Statements”) for the fiscal quarter ended [***] (the “Balance Sheet Date”); and. (b) The balance sheet included in the Financial Statements Acquired Entities do not have any Liabilities except (including any related notes and schedulesi) fairly presents in all material respects the financial position of the Target, as of the date thereof, and the income statement included in the Financial Statements (including any related notes and schedules) fairly presents in all material respects the results of operations of the Target for the periods set forth therein, in each case, in accordance with GAAP. (c) Other than as disclosed on Schedule 4.10(c3.13(b), there are no Liabilities of the Target Group that are not (ii) as reflected or reserved against in the Financial Statements, other than Liabilities Statements or set forth in a note thereto; (iiii) that are liabilities incurred in the ordinary course of business and consistent with past practices since the date of the Target since the Balance Sheet DateFinancial Statements (none of which is a Liability for breach of contract, (ii) thatbreach of warranty, individually tort, infringement, violation of Law, claim or in the aggregate, would not reasonably be expected to be material to the Target Group taken as a wholelawsuit), or (iiiiv) arising after with respect to the Closing Date performance (but not the breach) of any Acquired Entity Contract or as otherwise expressly contemplated by this Agreement. (d) The Accounts Receivable have arisen from bona fide transactions any Contract which does not constitute an Acquired Entity Contract and which is entered into by the members of the Target Group from the sale of goods or the rendering of services in the ordinary course of business consistent with past practice. The Accounts Receivable are not subject to any pending (as alleged in writing or otherwise to Seller’s Knowledge) or, to Seller’s Knowledge, threatened, counterclaim, right of offset, returns, allowances or credits, except for reserves for returns, allowances, chargebacks and bad debts that are commercially reasonable and have been determined in accordance with GAAP, consistently applied. (e) The Accounts Payable arose from bona fide transactions in the ordinary course of business, and all such Accounts Payable have either been paid or are not yet due and payable in the ordinary course of business. No third party As of the Effective Date, PB Facility Manager does not have any Liabilities except (i) as set forth in Schedule 3.13(b) or (ii) incurred in the ordinary course of business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement, violation of Law, claim or lawsuit). (c) Except for the distributions to Seller set forth in Schedule 3.13(c), since March 31, 2015, none of the Acquired Entities has initiated paid any distributions, dividends, repurchase, redemption or similar payments to (i) Seller or any Affiliates of Seller (other than between Acquired Entities, for such distributions and dividends of amounts received by any Acquired Entity in writing or, to Seller’s Knowledge, initiated orally accordance with the terms of the Tax Equity Documents and the Prairie Breeze Easement Distribution) or threatened to initiate, a Claim regarding (ii) any Accounts Payablesother Person except as required in accordance with the terms of the Financing Documents and Tax Equity Documents.

Financial Statements; Absence of Undisclosed Liabilities. (a) Buyer has been furnished the unaudited balance sheet Correct and related unaudited income statement complete copies of the Business of the Target Group (collectively, the “Financial Statements”) for the fiscal quarter ended [***] (the “Balance Sheet Date”); and (b) The balance sheet included in the Financial Statements are set forth in Section 4.11(a) of the Disclosure Schedules. The Financial Statements (including any related notes and schedulesi) fairly presents present in all material respects the financial position of the Target, as of the date thereof, condition and the income statement included in the Financial Statements (including any related notes and schedules) fairly presents in all material respects the results of operations of the Target Business as of and at the dates and as of and for the periods set forth therein, in each case, indicated therein and (ii) have been prepared in accordance with GAAP. the Accounting Methods, except for the absence of footnotes and normal recurring year-end adjustments (c) Other than as disclosed on Schedule 4.10(c), there are no Liabilities the effect of the Target Group that are not reflected or reserved against in the Financial Statements, other than Liabilities (i) that are liabilities incurred in the ordinary course of business and consistent with past practices of the Target since the Balance Sheet Date, (ii) thatwhich, individually or in the aggregate, would not reasonably be expected to be material to adversely affect the Target Group value, financial condition, assets (tangible or intangible), conduct of operations or results of operations of the Business (in each case, taken as a whole) in any material respect). (b) The Business has no material debt, Loss, adverse claim, penalty, liability or obligation (whether asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, liquidated or unliquidated, or otherwise) except for the Settlement Amounts and those which (i) are reflected in and reserved for in the Financial Statements prepared as of the Baseline Balance Sheet Date, (ii) have arisen since the Baseline Balance Sheet Date in the Ordinary Course of Business or (iii) arising after are otherwise set forth on Section 4.11(b) of the Closing Date Disclosure Schedules or as otherwise expressly contemplated any other Section or Subsection of the Disclosure Schedules hereto. (c) The Stockholder, in respect of the Business, has established and adhered to a system of internal accounting controls that is (i) designed to provide reasonable assurance regarding the reliability of financial reporting in all material respects and (ii) in material compliance with all applicable Laws. In respect of the Business, there has not been (x) any significant deficiency or material weakness in any system of internal accounting controls used by this Agreementthe Stockholder, or (y) to the Knowledge of the Business, any claim or allegation regarding any fraud that involved any of the management or other personnel who have a role in the preparation of financial statements or the internal accounting controls used by the Stockholder in respect of the Business. (d) The Accounts Receivable have arisen from bona fide transactions entered into by the members In respect of the Target Group from Business, the sale Stockholder maintains adequate internal accounting controls which provide reasonable assurance that (A) all relevant and material information concerning the Business is made known on a timely basis to the individuals responsible for the preparation of goods or the rendering financial statements of services the Stockholder and (B) all transactions relating to the Business are recorded materially accurately in the ordinary course correct period and appropriately reflected in the books and records of business consistent the Stockholder, in each case, as necessary to permit the preparation of the Financial Statements and disclosures in conformity with past practicethe Accounting Methods. The Accounts Receivable are not subject to any pending (as alleged in writing or otherwise to Seller’s Knowledge) or, to Seller’s Knowledge, threatened, counterclaim, right books and records of offset, returns, allowances or credits, except for reserves for returns, allowances, chargebacks and bad debts that are commercially reasonable and the Business have been determined maintained in all material respects in accordance with GAAPcustomary business practices. The Stockholder has not received any notification, consistently applied. (e) The Accounts Payable arose from bona fide transactions in writing, that the Stockholder has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting, in the ordinary course books and records of businessthe Business, and all such Accounts Payable have either been paid any properties, assets, liabilities, revenues, expenses, equity accounts or are not yet due and payable other accounts of the Business in the ordinary course of business. No third party has initiated in writing or, to Seller’s Knowledge, initiated orally or threatened to initiate, a Claim regarding any Accounts Payablesmaterial respect.

Financial Statements; Absence of Undisclosed Liabilities. (a) Buyer has been furnished the unaudited balance sheet True, correct and related unaudited income statement complete copies of the Business of the Target Group (collectively, the “Financial Statements”) for the fiscal quarter ended [***] (the “Balance Sheet Date”Statements are attached hereto as Schedule 4.11(a); and. (b) The balance sheet included in the Financial Statements (including any related notes i) were derived from the books and schedulesrecords of the Company, (ii) fairly presents in all material respects present the financial position of the Target, as of the date thereof, condition and the income statement included in the Financial Statements (including any related notes and schedules) fairly presents in all material respects the results of operations of the Target Company as of and at the dates and as of and for the periods set forth thereinindicated therein and (iii) other than the financial statements described in clause (b) of the definition of “Financial Statements” lacking footnotes (which if presented would not differ materially from those included in the audited Financial Statements) and normal year-end recurring adjustments (which will not be material), and other than the general ledger trial balances described in each caseclause (c) of the definition of “Financial Statements”, have been prepared in accordance with the Accounting Methods. The Company has no debt, loss, damage, adverse claim, fine, penalty, liability or obligation of the type required to be reflected as liabilities on financial statements prepared in accordance with GAAP. , arising out of transactions or events entered into prior to the Effective Time, or any action or inaction, or any state of facts existing, with respect to or based upon transactions or events occurring prior to the Effective Time, except those which (cx) Other than as disclosed on Schedule 4.10(c), there are no Liabilities of the Target Group that are not reflected or reserved against in the Interim Financial Statements, other than Liabilities (iy) that are liabilities incurred have arisen after the date of the Interim Financial Statements in the ordinary course Ordinary Course of business Business and consistent with past practices of the Target since the Balance Sheet Date, (ii) thatwhich are not, individually or in the aggregate, would not reasonably be expected to be material to the Target Group taken as a wholein amount, or (iiiz) arising after the Closing Date or as are otherwise expressly contemplated by this Agreementset forth on Schedule 4.11(b). (dc) The Accounts Receivable have arisen from bona fide transactions entered into by All books and records concerning the members accounts of the Target Group from the sale of goods or the rendering of services Company are true, correct and complete and are maintained in the ordinary course of business consistent with past practice. The Accounts Receivable are not subject to any pending (as alleged in writing or otherwise to Seller’s Knowledge) or, to Seller’s Knowledge, threatened, counterclaim, right of offset, returns, allowances or credits, except for reserves for returns, allowances, chargebacks and bad debts that are commercially reasonable and have been determined all material respects in accordance with GAAP, consistently applied. good business practice and all applicable Laws. The Company maintains systems of internal accounting controls sufficient to provide reasonable assurances that: (ei) The Accounts Payable arose from bona fide transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit the ordinary course preparation of businessfinancial statements in conformity with the Accounting Methods, and all such Accounts Payable have either been paid to maintain accountability for assets; and (iii) access to assets is permitted only in accordance with management’s general or are not yet due and payable in the ordinary course of business. No third party has initiated in writing or, to Seller’s Knowledge, initiated orally or threatened to initiate, a Claim regarding any Accounts Payablesspecific authorization.