Common use of Financial Statements; Accounts Receivable Clause in Contracts

Financial Statements; Accounts Receivable. (a) The Company has delivered to the Buyer true, complete and accurate copies of the following financial statements, attached as Schedule 4.09(a) hereto: (i) audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2011 and audited consolidated statements of operations, shareholder’s equity, and cash flows for the fiscal year then ended (collectively, the “Audited Financial Statements”); and (ii) unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2012 (the “Latest Balance Sheet”) and the related statements of operations and cash flows for the fiscal year then ended (collectively, the “Unaudited Financial Statements”). The Audited Financial Statements together with the Unaudited Financial Statements are referred to herein as the “Financial Statements.” (b) The Audited Financial Statements have been prepared in accordance with GAAP applied consistently during the periods covered thereby, and present fairly in all material respects the financial condition of the relevant entities at the dates of said statements and the results of their operations and cash flows for the periods covered thereby. The Unaudited Financial Statements have been prepared in accordance with GAAP applied consistently during the period covered thereby, and present fairly in all material respects the financial condition of the Company and the Subsidiaries at the date of such statements and the results of their operations and cash flows for the period covered thereby, except that they do not contain the materials and disclosures to be found in notes to financial statements prepared in accordance with GAAP nor do they reflect year-end adjustments. (c) Except as set forth on Schedule 4.09(c) hereto, since the date of the Latest Balance Sheet, neither the Company nor any of the Subsidiaries has any Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP, except for: (i) the Liabilities reflected or reserved against on the Latest Balance Sheet (including all notes thereto); (ii) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Latest Balance Sheet; (iii) Company Transaction Expenses incurred in connection with the Transactions; and (iv) Liabilities which, individually are less than $25,000 and, in the aggregate, are less than $100,000. (d) Since the date of the Audited Financial Statements, there has been no material change in any accounting or tax policies, principles, methods or practices of the Company or any Subsidiary. (e) All accounts receivable of reflected on the Latest Balance Sheet and those otherwise reflected in the books of the Company or any Subsidiary after the date of the Latest Balance Sheet represent bona fide transactions made in the ordinary course of business of the Company and its Subsidiaries consistent with past practice. Except as set forth on Schedule 4.09(e) attached hereto, all of the accounts receivable of the Company and each Subsidiary relate solely to sales of goods or services, including services relating to tooling associated with the Products, to the customers of such Person, none of which are Affiliates of the Company or any Subsidiary. All rebates receivable from vendors of the Company and each Subsidiary and reflected on the Latest Balance Sheet have been, and all rebates receivable from vendors of the Company or any Subsidiary generated subsequent to the date of the Latest Balance Sheet have been, booked in connection with actual purchases of product in the ordinary course of business consistent with past practice.

Financial Statements; Accounts Receivable. (a) The Company has delivered following have been prepared from the books and records of Parent and are attached to the Buyer true, complete and accurate copies of the following financial statements, attached as Schedule 4.09(a) 5.4 hereto: : (i) audited consolidated balance sheet financial statements of the Company and its Subsidiaries Parent as of December and for the periods ended March 31, 2011 2014, 2015 and audited consolidated statements of operations, shareholder’s equity, and cash flows for the fiscal year then ended 2016 (collectively, the “Parent Audited Financial Statements”); and ) and (ii) unaudited consolidated balance sheet financial statements of the Company and its Subsidiaries Parent as of December 31and for the six (6) month period ended September 30, 2012 2016, subject to normal, recurring year-end adjustments and the absence of notes (the “Latest Balance Sheet”) and Parent Unaudited Financial Statements” and, together with the related statements of operations and cash flows for the fiscal year then ended (collectivelyParent Audited Financial Statements, the “Unaudited Parent Financial Statements”). The Audited Except as may be set forth in the notes to Parent Financial Statements, Parent Financial Statements together with the Unaudited Financial Statements are referred to herein as the “Financial Statements.” (b) The Audited Financial Statements have been prepared in accordance with GAAP applied consistently during the periods covered thereby, and fairly present fairly in all material respects the consolidated financial condition of the relevant entities at the dates of said statements and the results of their operations operations, as applicable, of Parent as of and cash flows for the periods covered thereby. The then ended, in each case in conformity with GAAP consistently applied during such periods, except that the Parent Unaudited Financial Statements have been prepared in accordance with GAAP applied consistently during the period covered therebycontain estimates of certain accruals, lack footnotes and other presentation items, and present fairly are subject to normal immaterial year-end adjustments required by GAAP. (a) Subject to the introductory paragraph of Section 5.4 above, the books and records of Parent (i) accurately reflect in all material respects the financial condition all items of the Company income and the Subsidiaries at the date expense and all material assets and material liabilities of such statements Parent and the results of their operations (ii) are complete and cash flows for the period covered thereby, except that they correct in all material respects and do not contain the materials and disclosures to be found in notes to financial statements prepared in accordance with GAAP nor do they reflect year-end adjustmentsany material inaccuracies or discrepancies. (cb) Except as set forth on Schedule 4.09(c) heretoSubject to the introductory paragraph of Section 5.4 above, since the date of the Latest Balance Sheet, neither the Company nor any of the Subsidiaries Parent has any Liabilities no obligation or liability that would be required to be reflected on, reserved against, or otherwise recorded on a balance sheet prepared in accordance with GAAP, except for: for (i) the Liabilities liabilities reflected or reserved against on the Latest Balance Sheet balance sheet of Parent, dated Mxxxx 00, 0000, (including xx) liabilities incurred in the Ordinary Course of Business of Parent since March 31, 2016 and (iii) Transaction Expenses. (c) The accounts receivable, notes receivable and other receivables owed to Parent as of the Closing Date, including, without limitation, those currently outstanding receivables reflected on Parent Financial Statements and all notes thereto); currently outstanding receivables accrued as of the Closing Date, (i) are valid obligations owed to Parent by Third Parties, (ii) Liabilities incurred result from operations of Parent in the ordinary course Ordinary Course of business consistent with past practice since the date of the Latest Balance Sheet; Business and (iii) Company Transaction Expenses incurred in connection with the Transactions; and (iv) Liabilities which, individually are less than $25,000 and, in the aggregateto Parent’s Knowledge, are less than $100,000not disputed or subject to any counterclaim or right of setoff. (d) Since the date of the Audited Financial Statements, there has been no material change in any accounting or tax policies, principles, methods or practices of the Company or any Subsidiary. (e) All accounts receivable of reflected on the Latest Balance Sheet and those otherwise reflected in the books of the Company or any Subsidiary after the date of the Latest Balance Sheet represent bona fide transactions made in the ordinary course of business of the Company and its Subsidiaries consistent with past practice. Except as set forth on Schedule 4.09(e) attached hereto, all of the accounts receivable of the Company and each Subsidiary relate solely to sales of goods or services, including services relating to tooling associated with the Products, to the customers of such Person, none of which are Affiliates of the Company or any Subsidiary. All rebates receivable from vendors of the Company and each Subsidiary and reflected on the Latest Balance Sheet have been, and all rebates receivable from vendors of the Company or any Subsidiary generated subsequent to the date of the Latest Balance Sheet have been, booked in connection with actual purchases of product in the ordinary course of business consistent with past practice.

Financial Statements; Accounts Receivable. (a) The Company has delivered to the Buyer true, complete and accurate copies Section 2.6(a) of the following financial statements, attached as Company Disclosure Schedule 4.09(a) hereto: (i) audited consolidated balance sheet of discloses (A) the Company and its Subsidiaries as of December 31, 2011 and audited consolidated statements of operations, shareholder’s equity, and cash flows for the fiscal year then ended (collectively, the “Audited Financial Statements”); and (ii) unaudited consolidated balance sheet of the Company and its the Subsidiaries as of December 31, 2012 (the “Latest Balance Sheet”) 2022, and the related unaudited consolidated statements of operations of the Company and cash flows the Subsidiaries for the fiscal year then ended (collectively, the “Unaudited Annual Financial Statements”) and (B) the unaudited consolidated balance sheet of the Company and the Subsidiaries as of February 28, 2023 (the “Balance Sheet Date”), and related unaudited consolidated statements of operations for the two months then-ended (the “Interim Financial Statements”). The , and (ii) will disclose the Audited Financial Statements Statements, following their addition pursuant to Section 6.2(p) (collectively, the Audited Financial Statements, together with the Unaudited Annual Financial Statements are referred to herein as and the Interim Financial Statements, the “Financial Statements”).” (b) The Financial Statements are true, correct, and complete and, except as set forth in Section 2.6(b) of the Company Disclosure Schedule, have been prepared on an accrual basis, using consistent accounting practices for the periods and dates presented, in accordance with GAAP, applied on a consistent basis throughout the periods indicated, except for the absence of footnotes and changes resulting from normal year-end adjustments for the Interim Financial Statements (that, if presented in the Interim Financial Statements, would not differ materially from those included in the Audited Financial Statements). The Financial Statements present fairly the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and present fairly the results of the consolidated operations of the Company and the Subsidiaries for the periods then ended, subject to the absence of footnotes and changes resulting from normal year-end adjustments (that, if presented, would not differ materially from those included in the Audited Financial Statements). The Financial Statements have been prepared in accordance with GAAP applied consistently during the periods covered therebybooks and records of the Business, which have been properly maintained and are true, complete, and present fairly correct in all material respects the financial condition of the relevant entities at the dates of said statements and the results of their operations and cash flows for the periods covered therebyrespects. The Unaudited Financial Statements have been prepared in accordance with GAAP applied consistently during the period covered thereby, and present fairly in all material respects the financial condition of the Company and the Subsidiaries at the date of such statements and the results of their operations and cash flows for the period covered thereby, except that they do not contain the materials and disclosures to be found in notes to financial statements prepared in accordance with GAAP nor do they reflect year-end adjustments. (c) Except as set forth on Schedule 4.09(c) hereto, since the date of the Latest Balance Sheet, neither Neither the Company nor any of the Subsidiaries have received any advice or notification that it has used any Liabilities improper accounting practice that would be required to be reflected on a balance sheet prepared in accordance with GAAP, except for: (i) have the Liabilities reflected effect of not reflecting or reserved against on the Latest Balance Sheet (including all notes thereto); (ii) Liabilities incurred incorrectly reflecting in the ordinary course of business consistent with past practice since Financial Statements or the date of the Latest Balance Sheet; (iii) Company Transaction Expenses incurred in connection with the Transactions; books and (iv) Liabilities whichrecords, individually are less than $25,000 andany properties, in the aggregateassets, are less than $100,000Liabilities, revenues, or expenses. (dc) Since the date The accounts receivable of the Audited Company and each of the Subsidiaries, whether or not reflected on the most recent balance sheet included in the Financial Statements, there has been no material change in any accounting or tax policies, principles, methods or practices of the Company or any Subsidiary. (e) All accounts receivable of reflected on the Latest Balance Sheet and those otherwise reflected in the books of the Company or any Subsidiary after the date of the Latest Balance Sheet represent bona fide transactions made in the ordinary course of business of the Company business. The accounts receivable reflected on such balance sheets have been properly recorded and its Subsidiaries reserved against consistent with past practice. Except as set forth on Schedule 4.09(e) attached heretoGAAP, all of the accounts and no such account receivable of the Company and each Subsidiary relate solely has been assigned or pledged to sales of goods or services, including services relating to tooling associated with the Productsany other Person or, to the customers Company’s Knowledge, is subject to any right of such Person, none of which are Affiliates of the Company or any Subsidiaryset-off. All rebates receivable from vendors of the Company and each Subsidiary and reflected on the Latest Balance Sheet have been, and all rebates receivable from vendors of the Company or any Subsidiary generated subsequent to the date of the Latest Balance Sheet have been, booked in connection with actual purchases of product Reasonable provision has been made in the ordinary course of business Financial Statements, consistent with past practiceGAAP, for collection losses and contractual discounts.

Financial Statements; Accounts Receivable. (a) The Company has delivered made available to the Buyer true, Purchaser true and complete and accurate copies of the following financial statements, attached as Schedule 4.09(a) hereto: (i) the audited consolidated balance sheet sheets of the Company and its Subsidiaries as of December 31, 2011 2007 and 2006 and the related audited consolidated statements of operations, shareholder’s equity, stockholders’ equity and cash flows for the fiscal year years then ended ended, together with any notes thereon (collectively, the “Audited Financial Statements”); and , (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of at December 31, 2012 2008 for the twelve month period then ended (the “Latest 2008 Unaudited Statements”), and (iii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as at February 28, 2009 (the “Interim Balance Sheet”) and the related statements unaudited consolidated statement of operations and cash flows income for the fiscal year 2-month period then ended (collectivelycollectively with the Interim Balance Sheet, the “Unaudited Interim Financial Statements”). The Audited Financial Statements, the 2008 Unaudited Statements together with and the Unaudited Financial Statements are referred to herein as the “Financial Statements.” (b) The Audited Interim Financial Statements have each been prepared in accordance with GAAP consistently applied consistently during throughout the periods covered therebyindicated, and fairly and accurately present fairly in all material respects the financial condition of the relevant entities at the dates of said statements and the results of their operations and cash flows for the periods covered thereby. The Unaudited Financial Statements have been prepared in accordance with GAAP applied consistently during the period covered thereby, and present fairly in all material respects the financial condition of the Company and the Subsidiaries at the date of such statements and the results of their operations and cash flows for the period covered thereby, except that they do not contain the materials and disclosures to be found in notes to financial statements prepared in accordance with GAAP nor do they reflect year-end adjustments. (c) Except as set forth on Schedule 4.09(c) hereto, since the date of the Latest Balance Sheet, neither the Company nor any of the Subsidiaries has any Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP, except for: (i) the Liabilities reflected or reserved against on the Latest Balance Sheet (including all notes thereto); (ii) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Latest Balance Sheet; (iii) Company Transaction Expenses incurred in connection with the Transactions; and (iv) Liabilities which, individually are less than $25,000 and, in the aggregate, are less than $100,000. (d) Since the date of the Audited Financial Statements, there has been no material change in any accounting or tax policies, principles, methods or practices of the Company or any Subsidiary. (e) All accounts receivable of reflected on the Latest Balance Sheet and those otherwise reflected in the books of the Company or any Subsidiary after the date of the Latest Balance Sheet represent bona fide transactions made in the ordinary course of business position of the Company and its Subsidiaries consistent as at the respective dates thereof and for the periods therein referred to except that the 2008 Unaudited Statements and the Interim Financial Statements do not include the type of notes that would customarily be included in a year-end financial statement prepared in accordance with past practiceGAAP. Since the period covered by the Interim Financial Statements, there has not been any fact, circumstance, or event which, individually or in the aggregate, has had a Material Adverse Effect on the Company. (b) The aggregate amount of accounts receivable of the Company and its Subsidiaries reflected in the Closing Net Working Capital Statement (net of reserves reflected thereon) arose from bona fide transactions in the ordinary course of business. Except as set forth on Schedule 4.09(e) attached hereto7.5(b), all to the Knowledge of the Company, the debtors to which the accounts receivable of the Company or any Subsidiary of the Company relate are not in or subject to a bankruptcy or insolvency proceeding and none of such receivables have been made subject to an assignment for the benefit of creditors. Neither the Company nor any of its Subsidiaries has received written or, to the Knowledge of the Company, oral notice of any counterclaims or setoffs against or disputes regarding such accounts receivable for which aggregate reserves have not been established in accordance with GAAP. The Company makes no other representation as to the collectibility, either individually or in the aggregate, of the accounts receivable of the Company and each Subsidiary relate solely its Subsidiaries. Notwithstanding anything to sales of goods or servicesthe contrary set forth in this Agreement (including Article 10), including services relating the representations and warranties set forth in this Section 7.5(b) shall survive only until the date on which the adjustments and payments to tooling associated be made pursuant to 2.2 have been finally determined in accordance with the Productsterms hereof, to the customers of such Person, none of after which are Affiliates of the Company they shall terminate and have no force or any Subsidiary. All rebates receivable from vendors of the Company and each Subsidiary and reflected on the Latest Balance Sheet have been, and all rebates receivable from vendors of the Company or any Subsidiary generated subsequent to the date of the Latest Balance Sheet have been, booked in connection with actual purchases of product in the ordinary course of business consistent with past practiceeffect.