Common use of Financial Statements and Financial Data Clause in Contracts

Financial Statements and Financial Data. (a) Attached as Exhibit A are copies of the following financial statements (collectively, the “Financial Statements”): (i) the balance sheet of each Seller as of December 31, 2018 and December 31, 2019 and the related income statement of operations for each of the years then ended; and (ii) the unaudited balance sheet of each Seller as of May 31, 2020 (such date, the “Balance Sheet Date”, and such balance sheet, the “Balance Sheet”), and the related income statement of operations for the five (5) months then ended. (b) The Financial Statements (including the notes thereto) (i) have except as set forth on Schedule 3.7(b)(i) been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except that the interim Financial Statements are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes required by GAAP, (ii) present fairly the assets, liabilities and financial condition of each Seller as of such dates and the results of operations of each Seller for such periods, and (iii) are correct and complete in all material respects, and are consistent with the books and records of each Seller (which books and records are correct and complete in all material respects). (c) All notes and accounts receivable of each Seller are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, and are current and collectible subject to the reserve for bad debts set forth on the Balance Sheet as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of each Seller. The accounts payable and accruals of each Seller have arisen in bona fide arm’s-length transactions in the ordinary course of business, and each Seller has been paying its accounts payable as and when due.

Financial Statements and Financial Data. (a) Attached as Exhibit A are copies of the The following financial statements of the LCV Entities (collectively, the “Financial Statements”):) have been made available to Subversive: (i) the audited consolidated balance sheet sheets of each Seller the LCV Entities (other than Sol Distro) as of December 31, 2018 and December 31, 2019 and the related income statement audited statements of operations operations, changes in stockholders’ equity and cash flows for each of the years then ended; and, with the exception of Xxxxxxxxxx Ventures, LLC acquired on July 31, 2018, which is consolidated from August 1, 2018; (ii) the unaudited audited consolidated balance sheet of each Seller the LCV Entities as of May 31September 30, 2020 (such date, the “Balance Sheet Date”, and such balance sheet, the “Balance Sheet”), and the related income statement unaudited statements of operations operations, changes in shareholders’ equity and cash flows for the five nine (59) months month period then ended; and (iii) the audited combined balance sheets of Sol Distro as of December 31, 2019 and 2018, and the related audited statements of operations, changes in stockholders’ equity and cash flows for each of the years then ended. (b) The Financial Statements (including the notes thereto) (i) have except as set forth on Schedule 3.7(b)(i) been prepared in accordance with GAAP IFRS consistently applied throughout the periods covered thereby, except that the interim Financial Statements are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes required by GAAP, (ii) present fairly in all material respects the assets, liabilities and financial condition of each Seller the LCV Entities as of such dates and the results of operations and cash flows of each Seller LCV Entities for such periods, and (iii) are correct and complete in all material respects, and are consistent with the books and records of each Seller the LCV Entities (which books and records are correct accurate and complete in all material respects). Since the Reference Date, there has been no change in any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise) of the LCV Entities. (c) All notes The inventory of the LCV Entities is merchantable and accounts receivable of each Seller are reflected properly on their books and records, are valid receivables subject to no setoffs fit for the purpose for which it was procured or counterclaimsmanufactured, and are current and collectible is not slow-moving, obsolete, damaged, or defective, subject to the reserve for bad debts inventory writedown set forth on the Balance Sheet as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of each Sellerthe LCV Entities or as would not be expected to have a Material Adverse Effect. All notes and accounts receivable of the LCV Entities are reflected properly on their books and records and are valid receivables subject to no setoffs or counterclaims. The accounts payable and accruals of each Seller the LCV Entities have arisen in bona fide arm’s-arm’s- length transactions in the ordinary course of business, and each Seller LCV Entity has been paying its accounts payable as and when duein the Ordinary Course. (d) No LCV Entity has applied for, or directly or indirectly accepted or received, any benefit (monetary or otherwise), loan, payment, funding, credit, relief or deferral from any Governmental Authority that was made available in response to COVID-19 or pursuant to the CARES Act or any other COVID-19 Requirement.

Financial Statements and Financial Data. (a) Attached as Exhibit A are copies of the The following financial statements of the Xxxxxx Entities (collectively, the “Financial Statements”):) have been made available to Subversive: (i) the audited consolidated balance sheet sheets of each Seller the Xxxxxx Entities as of December 31, 2018 and December 31, 2019 and the related income statement audited statements of operations operations, changes in stockholders’ equity and cash flows for each of the years then ended; and (ii) the unaudited audited consolidated balance sheet of each Seller the Xxxxxx Entities as of May 31September 30, 2020 (such date, the “Balance Sheet Date”, and such balance sheet, the “Balance Sheet”), and the related income statement audited statements of operations operations, changes in shareholders’ equity and cash flows for the five nine (59) months month period then ended. (b) The Financial Statements (including the notes thereto) (i) have except as set forth on Schedule 3.7(b)(i) been prepared in accordance with GAAP IFRS consistently applied throughout the periods covered thereby, except that the interim Financial Statements are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes required by GAAP, (ii) present fairly the assets, liabilities and financial condition of each Seller the Xxxxxx Entities as of such dates and the results of operations and cash flows of each Seller Xxxxxx Entities for such periods, and (iii) are correct and complete in all material respects, and are consistent with the books and records of each Seller the Xxxxxx Entities (which books and records are correct and complete in all material respects). Since the Reference Date, there has been no change in any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise) of the Xxxxxx Entities. (c) All notes The inventory of the Xxxxxx Entities merchantable and accounts receivable of each Seller are reflected properly on their books and records, are valid receivables subject to no setoffs fit for the purpose for which it was procured or counterclaimsmanufactured, and are current and collectible is not slow-moving, obsolete, damaged, or defective, subject to the reserve for bad debts inventory write-down set forth on the Balance Sheet as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of each Sellerthe Xxxxxx Entities or as would not be expected to have a Material Adverse Effect. All notes and accounts receivable of the Xxxxxx Entities are reflected properly on their books and records and are valid receivables subject to no setoffs or counterclaims. The accounts payable and accruals of each Seller the Xxxxxx Entities have arisen in bona fide arm’s-arm’s- length transactions in the ordinary course of business, and each Seller Xxxxxx Entity has been paying its accounts payable as and when duein the Ordinary Course.

Financial Statements and Financial Data. (a) Attached as Exhibit A are copies of the following financial statements of Seller (collectively, the “Financial Statements”): (i) the unaudited balance sheet of each Seller as of December 31, 2018 2014 and December 31, 2019 2015 and the related income statement unaudited statements of operations operations, comprehensive income, changes in shareholders’ equity and cash flows for each of the years then ended; and (ii) the unaudited balance sheet of each Seller as of May March 31, 2020 2016 (such date, the “Balance Sheet Date”, and such balance sheet, the “Balance Sheet”), and the related income statement unaudited statements of operations operations, comprehensive income, changes in shareholders’ equity and cash flows for the five (5) months 3-month period then ended. (b) . The Financial Statements (including the notes thereto) (i) have except as set forth on Schedule 3.7(b)(i) 4.6(a), have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except that the interim Financial Statements are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes required by GAAP, (ii) present fairly the assets, liabilities and financial condition of each Seller as of such dates and the results of operations of each Seller for such periods, and (iii) are correct and complete in all material respects, and are consistent with the books and records of each Seller (which books and records are correct and complete in all material respects). (cb) All notes and accounts receivable of each Seller are reflected properly on their the books and recordsrecords of Seller, are valid receivables subject to no setoffs or counterclaims, and are current and collectible subject to the reserve for bad debts set forth on the Balance Sheet as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of each Seller. The accounts payable and accruals of each Seller have arisen in bona fide arm’s-length transactions in the ordinary course of business, and each Seller has been paying its accounts payable as and when due.