Common use of Financial Statements and Financial Matters Clause in Contracts

Financial Statements and Financial Matters. (a) The Company has made available to the Investor the following (collectively, the “Financial Statements”): the unaudited combined balance sheets of the SiC Business as of June 30, 2023 and June 30, 2022 for the twelve (12)-month period then ended, and the related combined statements of earnings (loss), comprehensive earnings (loss), equity and cash flows as of June 30, 2023 and June 30, 2022, and the related notes thereto. The Financial Statements, which have been derived from the accounting books and records of the SiC Business, were prepared in accordance with GAAP, applied on a consistent basis throughout the periods presented, and fairly present in all material respects the combined financial position and the combined results of operations of the SiC Business, as of the respective dates thereof or the periods then ended, in each case except as may be noted therein and, with respect to unaudited or interim financial statements, subject to adjustments (none of which is expected to be material) and the absence of footnote disclosures; provided that the Financial Statements and the foregoing representations and warranties are qualified by the fact that (A) the SiC Business has not operated on a separate standalone basis and historically been reported within Coherent’s and its Affiliates’ consolidated financial statements, (B) the Financial Statements assume certain allocated charges which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the SiC Business would incur on a standalone basis and (C) the Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of the SiC Business will be in the future. (b) As of the Closing, the Company will have established and maintain a system of internal accounting controls designed to provide reasonable assurances (i) that transactions, receipts and expenditures of the SiC Entities are being executed and made only in accordance with appropriate authorizations, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP, and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the SiC Entities and (iv) that the amount recorded for assets on the books and records of the SiC Entities is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) Since the Applicable Date to the date of this Agreement, solely to the extent relating to the SiC Business, and except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Coherent has not received any written notice from the SEC or any other Governmental Authority indicating that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Authority. (d) Except as would not, individually or in the aggregate, reasonably be expected to be material to the SiC Business taken as a whole, and subject to any reserves specifically related to accounts receivable included in the Financial Statements, (i) all accounts receivable of the SiC Business represent valid obligations arising from goods or services actually sold or performed in the ordinary course of business and (ii) there is no material contest, claim, defense or right of setoff, other than returns or warranty work in the ordinary course of business, relating to the amount or validity of such accounts receivable. Except as would not, individually or in the aggregate, reasonably be expected to be material to the SiC Business taken as a whole, with respect to the inventories of the SiC Business: (i) such inventories are usable and, with respect to finished goods, salable in the ordinary course of business (subject to any reserve specifically related to inventories included in the Financial Statements), (ii) none of such inventories are slow-moving, obsolete, damaged, defective or of below-standard quality, except for product that has been reworked in the ordinary course of business (subject to any reserve specifically related to inventories included in the Financial Statements) and (iii) the quantities of such inventories are not excessive in the present circumstances of the SiC Business. (e) Except as would not, individually or in the aggregate, reasonably be expected to be material to the SiC Business taken as a whole, based on its most recent evaluation of internal controls over financial reporting prior to the date of the this Agreement there were no “significant deficiencies” or “material weaknesses” (each as defined in Rule 13a-15(f) of the Exchange Act) identified in management’s or its auditor’s assessment of internal controls over financial reporting utilized by Coherent or its Subsidiaries (nor has any such deficiency or weakness been identified as of the date of this Agreement) or any fraud (or allegation thereof) that involves management of the Coherent or any other employees of the Coherent and its Subsidiaries who have a significant role in the preparation of financial statements or Coherent’s internal controls over financial reporting or disclosure controls and procedures. (f) Except as would not, individually or in the aggregate, reasonably be expected to be material to the SiC Business taken as a whole, since the Applicable Date and solely to the extent relating to the SiC Business, Coherent has not received any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Coherent or its Subsidiaries or any material concerns from employees of Coherent or any of its Subsidiaries regarding questionable accounting or auditing matters with respect to Coherent or any of its Subsidiaries relating to periods after the Applicable Date.

Financial Statements and Financial Matters. (a) The Company has made available to the Investor the following (collectively, the “Financial Statements”): the audited consolidated financial statements and unaudited combined balance sheets consolidated interim financial statements of the SiC Business Company included or incorporated by reference in the Company SEC Documents complied as of June 30to form, 2023 when filed, in all material respects with the rules and June 30, 2022 for the twelve (12)-month period then ended, and the related combined statements of earnings (loss), comprehensive earnings (loss), equity and cash flows as of June 30, 2023 and June 30, 2022, and the related notes thereto. The Financial Statements, which have been derived from the accounting books and records regulations of the SiC BusinessSEC with respect thereto, were prepared present fairly in accordance all material respects, in conformity with GAAP, GAAP applied on a consistent basis throughout during the periods presented, and fairly present in all material respects the combined financial position and the combined results of operations of the SiC Business, as of the respective dates thereof or the periods then ended, in each case involved (except as may be noted therein andindicated in the notes thereto), with respect the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal, recurring and immaterial year-end audit adjustments in the case of any unaudited or interim financial statements, subject to adjustments (none of which is expected to be material) and the absence of footnote disclosures; provided that the Financial Statements and the foregoing representations and warranties are qualified by the fact that (A) the SiC Business has not operated on a separate standalone basis and historically been reported within Coherent’s and its Affiliates’ ). Such consolidated financial statementsstatements have been prepared from, (B) the Financial Statements assume certain allocated charges which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the SiC Business would incur on a standalone basis and (C) the Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of the SiC Business will be in the future. (b) As of the Closing, the Company will have established and maintain a system of internal accounting controls designed to provide reasonable assurances (i) that transactions, receipts and expenditures of the SiC Entities are being executed and made only in accordance with appropriate authorizationswith, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP, and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the SiC Entities and (iv) that the amount recorded for assets on the books and records of the SiC Entities is compared with the existing assets at reasonable intervals Company and appropriate action is taken with respect to any differencesits Subsidiaries. (cb) Since the Applicable Date From January 1, 2018 to the date of this Agreement, solely to the extent relating to the SiC Business, and except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Coherent Company has not received any written notice from the SEC or any other Governmental Authority indicating that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Authority. (dc) Except Any other financial statements delivered by the Company pursuant to Section 8.4(a) shall be deemed “financial statements” of the Company for purposes of this Agreement, will present fairly in all material respects the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as would notof the respective dates thereof and for the periods covered thereby and will be prepared in accordance with GAAP applied on a consistent basis during the periods involved, individually or in with reasonable care and attention, on a basis consistent with the aggregate, reasonably be expected to be material to the SiC Business taken as a whole, and subject to any reserves specifically related to accounts receivable audited consolidated financial statements included in the Financial Statements, (i) all accounts receivable of the SiC Business represent valid obligations arising from goods or services actually sold or performed in the ordinary course of business and (ii) there is no material contest, claim, defense or right of setoff, other than returns or warranty work in the ordinary course of business, relating to the amount or validity of such accounts receivable. Except as would not, individually or in the aggregate, reasonably be expected to be material to the SiC Business taken as a whole, with respect to the inventories of the SiC Business: (i) such inventories are usable and, with respect to finished goods, salable in the ordinary course of business (subject to any reserve specifically related to inventories included in the Financial Statements), (ii) none of such inventories are slow-moving, obsolete, damaged, defective or of below-standard quality, except for product that has been reworked in the ordinary course of business (subject to any reserve specifically related to inventories included in the Financial Statements) and (iii) the quantities of such inventories are not excessive in the present circumstances of the SiC BusinessCompany SEC Documents. (e) Except as would not, individually or in the aggregate, reasonably be expected to be material to the SiC Business taken as a whole, based on its most recent evaluation of internal controls over financial reporting prior to the date of the this Agreement there were no “significant deficiencies” or “material weaknesses” (each as defined in Rule 13a-15(f) of the Exchange Act) identified in management’s or its auditor’s assessment of internal controls over financial reporting utilized by Coherent or its Subsidiaries (nor has any such deficiency or weakness been identified as of the date of this Agreement) or any fraud (or allegation thereof) that involves management of the Coherent or any other employees of the Coherent and its Subsidiaries who have a significant role in the preparation of financial statements or Coherent’s internal controls over financial reporting or disclosure controls and procedures. (f) Except as would not, individually or in the aggregate, reasonably be expected to be material to the SiC Business taken as a whole, since the Applicable Date and solely to the extent relating to the SiC Business, Coherent has not received any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Coherent or its Subsidiaries or any material concerns from employees of Coherent or any of its Subsidiaries regarding questionable accounting or auditing matters with respect to Coherent or any of its Subsidiaries relating to periods after the Applicable Date.

Financial Statements and Financial Matters. (a) The Company has made available to the Investor the following (collectively, the “Financial Statements”): the audited consolidated financial statements and unaudited combined balance sheets consolidated interim financial statements of the SiC Business Company included or incorporated by reference in the Company SEC Documents complied as of June 30to form, 2023 when filed, in all material respects with the rules and June 30, 2022 for the twelve (12)-month period then ended, and the related combined statements of earnings (loss), comprehensive earnings (loss), equity and cash flows as of June 30, 2023 and June 30, 2022, and the related notes thereto. The Financial Statements, which have been derived from the accounting books and records regulations of the SiC BusinessSEC with respect thereto, were prepared present fairly in accordance all material respects, in conformity with GAAP, GAAP applied on a consistent basis throughout during the periods presented, and fairly present in all material respects the combined financial position and the combined results of operations of the SiC Business, as of the respective dates thereof or the periods then ended, in each case involved (except as may be noted therein andindicated in the notes thereto), with respect the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal, recurring and immaterial year-end audit adjustments in the case of any unaudited or interim financial statements, subject to adjustments (none of which is expected to be material) and the absence of footnote disclosures; provided that the Financial Statements and the foregoing representations and warranties are qualified by the fact that (A) the SiC Business has not operated on a separate standalone basis and historically been reported within Coherent’s and its Affiliates’ ). Such consolidated financial statementsstatements have been prepared from, (B) the Financial Statements assume certain allocated charges which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the SiC Business would incur on a standalone basis and (C) the Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of the SiC Business will be in the future. (b) As of the Closing, the Company will have established and maintain a system of internal accounting controls designed to provide reasonable assurances (i) that transactions, receipts and expenditures of the SiC Entities are being executed and made only in accordance with appropriate authorizationswith, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP, and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the SiC Entities and (iv) that the amount recorded for assets on the books and records of the SiC Entities is compared with the existing assets at reasonable intervals Company and appropriate action is taken with respect to any differencesits Subsidiaries. (cb) Since the Applicable Date From January 1, 2018 to the date of this Agreement, solely to the extent relating to the SiC Business, and except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Coherent Company has not received any written notice from the SEC or any other Governmental Authority indicating that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Authority. (dc) Except Any other financial statements delivered by the Company pursuant to Section ‎8.4(a) shall be deemed “financial statements” of the Company for purposes of this Agreement, will present fairly in all material respects the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as would notof the respective dates thereof and for the periods covered thereby and will be prepared in accordance with GAAP applied on a consistent basis during the periods involved, individually or in with reasonable care and attention, on a basis consistent with the aggregate, reasonably be expected to be material to the SiC Business taken as a whole, and subject to any reserves specifically related to accounts receivable audited consolidated financial statements included in the Financial Statements, (i) all accounts receivable of the SiC Business represent valid obligations arising from goods or services actually sold or performed in the ordinary course of business and (ii) there is no material contest, claim, defense or right of setoff, other than returns or warranty work in the ordinary course of business, relating to the amount or validity of such accounts receivable. Except as would not, individually or in the aggregate, reasonably be expected to be material to the SiC Business taken as a whole, with respect to the inventories of the SiC Business: (i) such inventories are usable and, with respect to finished goods, salable in the ordinary course of business (subject to any reserve specifically related to inventories included in the Financial Statements), (ii) none of such inventories are slow-moving, obsolete, damaged, defective or of below-standard quality, except for product that has been reworked in the ordinary course of business (subject to any reserve specifically related to inventories included in the Financial Statements) and (iii) the quantities of such inventories are not excessive in the present circumstances of the SiC BusinessCompany SEC Documents. (e) Except as would not, individually or in the aggregate, reasonably be expected to be material to the SiC Business taken as a whole, based on its most recent evaluation of internal controls over financial reporting prior to the date of the this Agreement there were no “significant deficiencies” or “material weaknesses” (each as defined in Rule 13a-15(f) of the Exchange Act) identified in management’s or its auditor’s assessment of internal controls over financial reporting utilized by Coherent or its Subsidiaries (nor has any such deficiency or weakness been identified as of the date of this Agreement) or any fraud (or allegation thereof) that involves management of the Coherent or any other employees of the Coherent and its Subsidiaries who have a significant role in the preparation of financial statements or Coherent’s internal controls over financial reporting or disclosure controls and procedures. (f) Except as would not, individually or in the aggregate, reasonably be expected to be material to the SiC Business taken as a whole, since the Applicable Date and solely to the extent relating to the SiC Business, Coherent has not received any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Coherent or its Subsidiaries or any material concerns from employees of Coherent or any of its Subsidiaries regarding questionable accounting or auditing matters with respect to Coherent or any of its Subsidiaries relating to periods after the Applicable Date.

Financial Statements and Financial Matters. (a) The Company has made available to the Investor the following (collectively, the “Financial Statements”): the unaudited combined balance sheets of the SiC Business as of June 30, 2023 and June 30, 2022 for the twelve (12)-month period then ended, and the related combined statements of earnings (loss), comprehensive earnings (loss), equity and cash flows as of June 30, 2023 and June 30, 2022, and the related notes thereto. The Financial Statements, which have been derived from the accounting books and records of the SiC Business, were prepared in accordance with GAAP, applied on a consistent basis throughout the periods presented, and fairly present in all material respects the combined financial position and the combined results of operations of the SiC Business, as of the respective dates thereof or the periods then ended, in each case except as may be noted therein and, with respect to unaudited or interim financial statements, subject to adjustments (none of which is expected to be material) and the absence of footnote disclosures; provided that the Financial Statements and the foregoing representations and warranties are qualified by the fact that (A) the SiC Business has not operated on a separate standalone basis and historically been reported within Coherent’s and its Affiliates’ consolidated financial statements, (B) the Financial Statements assume certain allocated charges which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the SiC Business would incur on a standalone basis and (C) the Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of the SiC Business will be in the future. (b) As of the Closing, the Company will have established and maintain a system of internal accounting controls designed to provide reasonable assurances (i) that transactions, receipts and expenditures of the SiC Entities are being executed and made only in accordance with appropriate authorizations, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP, and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the SiC Entities and (iv) that the amount recorded for assets on the books and records of the SiC Entities is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) Since the Applicable Date to the date of this Agreement, solely to the extent relating to the SiC Business, and except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Coherent has not received any written notice from the SEC or any other Governmental Authority indicating that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Authority. (d) Except as would not, individually or in the aggregate, reasonably be expected to be material to the SiC Business taken as a whole, and subject to any reserves specifically related to accounts receivable included in the Financial Statements, (i) all accounts receivable of the SiC Business represent valid obligations arising from goods or services actually sold or performed in the ordinary course of business and (ii) there is no material contest, claim, defense or right of setoff, other than returns or warranty work in the ordinary course of business, relating to the amount or validity of such accounts receivable. Except as would not, individually or in the aggregate, reasonably be expected to be material to the SiC Business taken as a whole, with respect to the inventories of the SiC Business: (i) such inventories are usable and, with respect to finished goods, salable in the ordinary course of business (subject to any reserve specifically related to inventories included in the Financial Statements), (ii) none of such inventories are slow-moving, obsolete, damaged, defective or of below-standard quality, except for product that has been reworked in the ordinary course of business (subject to any reserve specifically related to inventories included in the Financial Statements) and (iii) the quantities of such inventories are not excessive in the present circumstances of the SiC Business. (e) Except as would not, individually or in the aggregate, reasonably be expected to be material to the SiC Business taken as a whole, based on its most recent evaluation of internal controls over financial reporting prior to the date of the this Agreement there were no “significant deficiencies” or “material weaknesses” (each as defined in Rule 13a-15(fRule13a-15(f) of the Exchange Act) identified in management’s or its auditor’s assessment of internal controls over financial reporting utilized by Coherent or its Subsidiaries (nor has any such deficiency or weakness been identified as of the date of this Agreement) or any fraud (or allegation thereof) that involves management of the Coherent or any other employees of the Coherent and its Subsidiaries who have a significant role in the preparation of financial statements or Coherent’s internal controls over financial reporting or disclosure controls and procedures. (f) Except as would not, individually or in the aggregate, reasonably be expected to be material to the SiC Business taken as a whole, since the Applicable Date and solely to the extent relating to the SiC Business, Coherent has not received any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Coherent or its Subsidiaries or any material concerns from employees of Coherent or any of its Subsidiaries regarding questionable accounting or auditing matters with respect to Coherent or any of its Subsidiaries relating to periods after the Applicable Date.