Common use of Financial Statements and Financial Matters Clause in Contracts

Financial Statements and Financial Matters. (a) The (i) audited consolidated balance sheet of Xxxx Xxxxxxx and its Subsidiaries as of each of December 31, 2022 and December 31, 2023 and the audited consolidated statements of operations, equity and cash flows for each of the 12-month periods then ended, and (ii) unaudited consolidated balance sheet of Xxxx Xxxxxxx and its Subsidiaries as of October 31, 2024 and the unaudited consolidated statements of operations, equity and cash flows for such 10-month period then-ended (collectively, the “Xxxx Xxxxxxx Financial Statements”) have been provided to Shyft. The unaudited consolidated balance sheet of Xxxx Xxxxxxx and its Subsidiaries as of October 31, 2024, is referred to herein as the “Aebi Xxxxxxx Balance Sheet”. The Aebi Xxxxxxx Financial Statements referred to in clause (i) and clause (ii) of the immediately preceding sentence have been prepared based upon the information contained in Aebi Xxxxxxx’x and its Subsidiaries’ books and records, have been prepared in accordance with Swiss GAAP FER, consistently applied throughout the periods indicated (except as may be indicated in the notes thereto, and subject, in the case of unaudited financial statements, to the normal year-end adjustments and to the absence of certain footnotes), and present fairly in all material respects the financial condition and results of operations of Xxxx Xxxxxxx and its Subsidiaries (taken as a whole) as of the times and for the periods referred to therein. The books and records of Xxxx Xxxxxxx and its Subsidiaries have been maintained in all material respects in compliance with applicable legal and accounting requirements. (b) Aebi Xxxxxxx and its Subsidiaries have established and maintain a system of internal controls. Such internal controls are reasonably designed to provide reasonable assurance regarding the reliability of Xxxx Xxxxxxx’x financial reporting and the preparation of Xxxx Xxxxxxx’x financial statements for external purposes in accordance with Swiss GAAP FER. Xxxx Xxxxxxx’x principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to Xxxx Xxxxxxx’x auditors and the audit committee of the Board of Directors of Xxxx Xxxxxxx (i) all significant deficiencies and material weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect in any material respect Xxxx Xxxxxxx’x ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. (c) Since the Measurement Date, (i) none of Xxxx Xxxxxxx or any of its Subsidiaries nor, to the knowledge of Xxxx Xxxxxxx, any director or officer of Xxxx Xxxxxxx or any of its Subsidiaries has received any written or, to the knowledge of Aebi Xxxxxxx, oral, complaint, allegation, assertion, or claim regarding the financial accounting procedures, internal accounting controls, or auditing practices, procedures, methodologies, or methods of Aebi Xxxxxxx or any of its Subsidiaries, including from employees of Xxxx Xxxxxxx or any of its Subsidiaries, and (ii) no attorney representing Xxxx Xxxxxxx or any of its Subsidiaries, whether or not employed by Xxxx Xxxxxxx or any of its Subsidiaries, has reported, in writing, credible evidence of any material violation of securities Laws or breach of fiduciary duty, by Xxxx Xxxxxxx, any of its Subsidiaries, or any of their respective officers, directors, employees, or agents to the Board of Directors of Xxxx Xxxxxxx or any committee thereof, or to the Chief Executive Officer, Chief Financial Officer, or General Counsel of Xxxx Xxxxxxx. (d) Since the Measurement Date, neither Xxxx Xxxxxxx nor any of its Subsidiaries, nor, to the knowledge of Xxxx Xxxxxxx, any director, officer, employee, auditor, accountant or representative of Xxxx Xxxxxxx or any of its Subsidiaries has identified or been made aware of (i) any significant deficiency or material weakness in the design or operation of internal accounting controls over financial reporting utilized by Xxxx Xxxxxxx which would adversely affect in any material respect Xxxx Xxxxxxx’x ability to record, process, summarize and report financial information, (ii) any fraud, whether or not material, that involves Xxxx Xxxxxxx’x management or other employees who have a role in the preparation of financial statements or the internal accounting controls over financial reporting utilized by Xxxx Xxxxxxx, or (iii) any written claim or allegation regarding a material violation of internal accounting controls over financial reporting.

Financial Statements and Financial Matters. (a) The Section 3.07(a) of the Company Disclosure Letter sets forth the: (i) audited consolidated balance sheet of Xxxx Xxxxxxx the Company and its Subsidiaries (excluding the Sky Business) as of each of December 31, 2022 2020 and December 31, 2023 2019 and the audited consolidated statements of operations, equity and cash flows for each of the 12-month periods then ended, (ii) audited carve- out balance sheet of the Sky Business as of each of December 31, 2020 and 2019 and the audited carve-out statements of operations, comprehensive income, cash flows and changes in net parent investment for each of the 12-month periods then ended, and (iiiii) unaudited consolidated balance sheet of Xxxx Xxxxxxx the Company and its Subsidiaries (including the Sky Business from the date of its acquisition by the Company) as of October December 31, 2024 2021 and the unaudited consolidated statements of operations, equity and cash flows for such 1012-month period then-ended (collectively, the “Xxxx Xxxxxxx Company Financial Statements”) have been provided to Shyft). The unaudited consolidated balance sheet of Xxxx Xxxxxxx the Company and its Subsidiaries (including the Sky Business from the date of its acquisition by the Company) as of October December 31, 2024, 2021 is referred to herein as the “Aebi Xxxxxxx Company Balance Sheet”. The Aebi Xxxxxxx Company Financial Statements referred to in clause (i) and clause (iiiii) of the immediately preceding sentence have been prepared based upon the information contained in Aebi Xxxxxxx’x the Company’s and its Subsidiaries’ books and records, have been prepared in accordance with Swiss GAAP FERGAAP, consistently applied throughout the periods indicated (except as may be indicated in the notes thereto, and subject, in the case of unaudited financial statements, to the normal year-end adjustments and to the absence of certain footnotes), and present fairly in all material respects the financial condition and results of operations of Xxxx Xxxxxxx the Company and its Subsidiaries (taken as a whole) as of the times and for the periods referred to therein. The books and records of Xxxx Xxxxxxx the Company and its Subsidiaries have been maintained in all material respects in compliance with applicable legal and accounting requirements. (b) Aebi Xxxxxxx The Company and its Subsidiaries have established and maintain a system of internal controls. Such internal controls are reasonably designed to provide reasonable assurance regarding the reliability of Xxxx Xxxxxxx’x the Company’s financial reporting and the preparation of Xxxx Xxxxxxx’x the Company’s financial statements for external purposes in accordance with Swiss GAAP FER. Xxxx Xxxxxxx’x principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to Xxxx Xxxxxxx’x auditors and the audit committee of the Board of Directors of Xxxx Xxxxxxx (i) all significant deficiencies and material weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect in any material respect Xxxx Xxxxxxx’x ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsGAAP. (c) Since the Measurement Date, (i) none of Xxxx Xxxxxxx or any of its Subsidiaries nor, to the knowledge of Xxxx Xxxxxxx, any director or officer of Xxxx Xxxxxxx or any of its Subsidiaries has received any written or, to the knowledge of Aebi Xxxxxxx, oral, complaint, allegation, assertion, or claim regarding the financial accounting procedures, internal accounting controls, or auditing practices, procedures, methodologies, or methods of Aebi Xxxxxxx or any of its Subsidiaries, including from employees of Xxxx Xxxxxxx or any of its Subsidiaries, and (ii) no attorney representing Xxxx Xxxxxxx or any of its Subsidiaries, whether or not employed by Xxxx Xxxxxxx or any of its Subsidiaries, has reported, in writing, credible evidence of any material violation of securities Laws or breach of fiduciary duty, by Xxxx Xxxxxxx, any of its Subsidiaries, or any of their respective officers, directors, employees, or agents to the Board of Directors of Xxxx Xxxxxxx or any committee thereof, or to the Chief Executive Officer, Chief Financial Officer, or General Counsel of Xxxx Xxxxxxx. (d) Since the Measurement Date, neither Xxxx Xxxxxxx nor any of its Subsidiaries, nor, to the knowledge of Xxxx Xxxxxxx, any director, officer, employee, auditor, accountant or representative of Xxxx Xxxxxxx or any of its Subsidiaries has identified or been made aware of (i) any significant deficiency or material weakness in the design or operation of internal accounting controls over financial reporting utilized by Xxxx Xxxxxxx which would adversely affect in any material respect Xxxx Xxxxxxx’x ability to record, process, summarize and report financial information, (ii) any fraud, whether or not material, that involves Xxxx Xxxxxxx’x management or other employees who have a role in the preparation of financial statements or the internal accounting controls over financial reporting utilized by Xxxx Xxxxxxx, or (iii) any written claim or allegation regarding a material violation of internal accounting controls over financial reporting.

Financial Statements and Financial Matters. (a1) The consolidated financial statements of CLFC (including any related notes) included in any CLFC Public Disclosure Documents (i) audited have been prepared, subject to subsection 331(4) of the ICA, in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved, (ii) comply in all material respects with the requirements of the ICA and applicable Securities Laws and (iii) fairly present, in all material respects, the consolidated balance sheet financial position of Xxxx Xxxxxxx and its Subsidiaries as of each of December 31, 2022 and December 31, 2023 CLFC and the audited consolidated statements segregated funds of any of CLFC's Subsidiaries and the results of operations, equity and cash flows for each and changes in the net assets of such segregated funds on a consolidated basis as of the 12-month respective dates thereof and for the respective periods then endedcovered thereby, and (ii) unaudited consolidated balance sheet of Xxxx Xxxxxxx and its Subsidiaries as of October 31, 2024 and the unaudited consolidated statements of operations, equity and cash flows for such 10-month period then-ended (collectively, the “Xxxx Xxxxxxx Financial Statements”) have been provided to Shyft. The unaudited consolidated balance sheet of Xxxx Xxxxxxx and its Subsidiaries as of October 31, 2024, is referred to herein as the “Aebi Xxxxxxx Balance Sheet”. The Aebi Xxxxxxx Financial Statements referred to in clause (i) and clause (ii) of the immediately preceding sentence have been prepared based upon the information contained in Aebi Xxxxxxx’x and its Subsidiaries’ books and records, have been prepared in accordance with Swiss GAAP FER, consistently applied throughout the periods indicated (except as may be indicated in the notes thereto, and subject, in the case of unaudited financial statements, to the normal year-recurring year end adjustments and to the absence adjustments, none of certain footnotes), and present fairly in all material respects the financial condition and results of operations of Xxxx Xxxxxxx and its Subsidiaries (taken as a whole) as of the times and for the periods referred to therein. The books and records of Xxxx Xxxxxxx and its Subsidiaries have been maintained in all material respects in compliance with applicable legal and accounting requirementswhich will be material. (b) Aebi Xxxxxxx and its Subsidiaries have established and maintain a system of internal controls. Such internal controls are reasonably designed to provide reasonable assurance regarding the reliability of Xxxx Xxxxxxx’x financial reporting and the preparation of Xxxx Xxxxxxx’x financial statements for external purposes in accordance with Swiss GAAP FER. Xxxx Xxxxxxx’x principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to Xxxx Xxxxxxx’x auditors and the audit committee of the Board of Directors of Xxxx Xxxxxxx (i) all significant deficiencies and material weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect in any material respect Xxxx Xxxxxxx’x ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. (c2) Since the Measurement DateDecember 31, (i) none of Xxxx Xxxxxxx 2002, there has not been any change by CLFC or any of its Subsidiaries norin their accounting policies, methods, practices or principles that is material to CLFC's consolidated financial statements, other than as disclosed in Note 1 to CLFC's 2002 annual financial statements. (3) The aggregate actuarial reserves, other actuarial amounts and provisions held by CLFC in respect of Liabilities relating to insurance contracts of it (if any) and its Subsidiaries as established or reflected in its last published audited consolidated financial statements or in other reports or statements filed with insurance Regulatory Authorities (i) were determined in accordance with generally accepted actuarial standards consistently applied, (ii) were fairly stated in accordance with sound actuarial principles, (iii) were based on sound actuarial assumptions, (iv) met the requirements of the ICA in all -26- material respects, and (v) were adequate at such date under generally accepted actuarial standards consistently applied to cover the total amount of the reasonably accepted matured and unmatured Liabilities of it and its Subsidiaries under all their outstanding insurance contracts; and it and its Subsidiaries own assets of sufficient kind, quality and other characteristics to meet the requirements of, in the case of it and its Subsidiaries regulated pursuant to the knowledge ICA, the ICA, and in the case of Xxxx XxxxxxxSubsidiaries regulated other than pursuant to the ICA, any director or officer all other applicable insurance Laws. (4) None of Xxxx Xxxxxxx CLFC or any of its Subsidiaries has received any written or, to the knowledge of Aebi Xxxxxxx, oral, complaint, allegation, assertion, or claim regarding the financial accounting procedures, internal accounting controls, or auditing practices, procedures, methodologies, or methods of Aebi Xxxxxxx or any of its Subsidiaries, including from employees of Xxxx Xxxxxxx or any of its Subsidiaries, and (ii) no attorney representing Xxxx Xxxxxxx or any of its Subsidiaries, whether or not employed by Xxxx Xxxxxxx or any of its Subsidiaries, has reported, in writing, credible evidence of any material violation of securities Laws or breach of fiduciary duty, by Xxxx Xxxxxxx, any of its Subsidiaries, or any of their respective officers, directors, employees, or agents to the Board of Directors of Xxxx Xxxxxxx or any committee thereof, or to the Chief Executive Officer, Chief Financial Officer, or General Counsel of Xxxx Xxxxxxx. (d) Since the Measurement Date, neither Xxxx Xxxxxxx nor any of its Subsidiaries, nor, to the knowledge of Xxxx Xxxxxxx, any director, officer, employee, auditor, accountant or representative of Xxxx Xxxxxxx or any of its Subsidiaries has identified or been made aware of Liabilities other than (i) any significant deficiency or material weakness Liabilities reflected in the design or operation of internal accordance with Canadian generally accepted accounting controls over principles in CLFC's latest published audited consolidated financial reporting utilized by Xxxx Xxxxxxx which would adversely affect in any material respect Xxxx Xxxxxxx’x ability to record, process, summarize and report financial informationstatements, (ii) any fraudLiabilities incurred or arising since the date of such financial statements in the ordinary course of business consistent with past practice, whether or not material(iii) Liabilities which would not, that involves Xxxx Xxxxxxx’x management or other employees who individually or, in the aggregate, have a role in the preparation of financial statements or the internal accounting controls over financial reporting utilized by Xxxx Xxxxxxxmaterial adverse effect on CLFC, or (iiiiv) any written claim Liabilities assumed in connection with the acquisition of the German business of Prudential U.K. plc on January 2, 2003. (5) The information provided by or allegation regarding a on behalf of CLFC to Lifeco with respect to CLFC's MCCSR and "embedded value" has been compiled based on reasonable underlying data and assumptions, including actuarial assumptions and reserves, and such information concerning CLFC's MCCSR is accurate in all material violation respects as of internal accounting controls over financial reportingthe date to which it pertains.

Financial Statements and Financial Matters. (aAttached hereto as Schedule 2.2(a) The are copies of: (i) the audited consolidated financial statements of Xxxxx Company, the Companies and the Non-Company Affiliates, including a consolidating balance sheet and a consolidating statement of Xxxx Xxxxxxx and its Subsidiaries income, as of each of and for the fiscal years ended December 31, 2022 2014 and December 31, 2023 and 2013 (the audited consolidated statements of operations, equity and cash flows for each of the 12-month periods then ended, and “Audited Financial Statements”); (ii) a pro forma unaudited consolidated balance sheet and a pro forma unaudited consolidated statement of Xxxx Xxxxxxx income of the Business, derived from the consolidating balance sheet and its Subsidiaries the consolidating statement of income included in the Audited Financial Statements, as of October and for the fiscal year ended December 31, 2024 2014 (the “Pro Forma Financial Statements”); and (iii) a pro forma unaudited interim consolidated balance sheet and a pro forma unaudited interim consolidated statement of income of the unaudited consolidated statements Business as of operations, equity and cash flows for such 10the nine-month period then-ended September 30, 2015 (collectivelythe “Interim Financial Statements” and the pro forma unaudited interim consolidated balance sheet included therein, the “Xxxx Xxxxxxx Financial Statements”) have been provided to Shyft. The unaudited consolidated balance sheet of Xxxx Xxxxxxx and its Subsidiaries as of October 31, 2024, is referred to herein as the “Aebi Xxxxxxx Balance Sheet”). The Aebi Xxxxxxx Except as set forth on Schedule 2.2(a), the Audited Financial Statements referred to in clause (i) and clause (ii) of the immediately preceding sentence have been prepared based upon the information contained in Aebi Xxxxxxx’x and its Subsidiaries’ books and records, have been prepared in accordance with Swiss GAAP FER, consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, covered thereby and subjectpresent fairly, in all material respects, the case consolidated financial position of unaudited Xxxxx Company, the Companies and the Non-Company Affiliates for the periods covered thereby. Except as set forth on Schedule 2.2(a), the Pro Forma Financial Statements and the Interim Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly, in all material respects, the consolidated financial statementsposition of the Business for the periods covered thereby, except that the Pro Forma Financial Statements and the Interim Financial Statements lack footnotes and other presentation items required by GAAP and the Interim Financial Statements are subject to the normal year-end adjustments and adjustments, none of which, individually or in the aggregate, would reasonably be expected to the absence of certain footnotes)result in a material adverse adjustment to, and present fairly in all or have a material respects adverse impact on, the financial condition and or results of operations of Xxxx Xxxxxxx and its Subsidiaries (the Companies taken as a whole) as of the times and for the periods referred to therein. The books and records of Xxxx Xxxxxxx and its Subsidiaries have been maintained in all material respects in compliance with applicable legal and accounting requirements. (b) Aebi Xxxxxxx and its Subsidiaries have established and maintain a system of internal controls. Such internal controls are reasonably designed to provide reasonable assurance regarding the reliability of Xxxx Xxxxxxx’x financial reporting and the preparation of Xxxx Xxxxxxx’x financial statements for external purposes in accordance with Swiss GAAP FER. Xxxx Xxxxxxx’x principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to Xxxx Xxxxxxx’x auditors and the audit committee of the Board of Directors of Xxxx Xxxxxxx (i) all significant deficiencies and material weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect in any material respect Xxxx Xxxxxxx’x ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. (c) Since the Measurement Date, (i) none of Xxxx Xxxxxxx or any of its Subsidiaries nor, to the knowledge of Xxxx Xxxxxxx, any director or officer of Xxxx Xxxxxxx or any of its Subsidiaries has received any written or, to the knowledge of Aebi Xxxxxxx, oral, complaint, allegation, assertion, or claim regarding the financial accounting procedures, internal accounting controls, or auditing practices, procedures, methodologies, or methods of Aebi Xxxxxxx or any of its Subsidiaries, including from employees of Xxxx Xxxxxxx or any of its Subsidiaries, and (ii) no attorney representing Xxxx Xxxxxxx or any of its Subsidiaries, whether or not employed by Xxxx Xxxxxxx or any of its Subsidiaries, has reported, in writing, credible evidence of any material violation of securities Laws or breach of fiduciary duty, by Xxxx Xxxxxxx, any of its Subsidiaries, or any of their respective officers, directors, employees, or agents to the Board of Directors of Xxxx Xxxxxxx or any committee thereof, or to the Chief Executive Officer, Chief Financial Officer, or General Counsel of Xxxx Xxxxxxx. (d) Since the Measurement Date, neither Xxxx Xxxxxxx nor any of its Subsidiaries, nor, to the knowledge of Xxxx Xxxxxxx, any director, officer, employee, auditor, accountant or representative of Xxxx Xxxxxxx or any of its Subsidiaries has identified or been made aware of (i) any significant deficiency or material weakness in the design or operation of internal accounting controls over financial reporting utilized by Xxxx Xxxxxxx which would adversely affect in any material respect Xxxx Xxxxxxx’x ability to record, process, summarize and report financial information, (ii) any fraud, whether or not material, that involves Xxxx Xxxxxxx’x management or other employees who have a role in the preparation of financial statements or the internal accounting controls over financial reporting utilized by Xxxx Xxxxxxx, or (iii) any written claim or allegation regarding a material violation of internal accounting controls over financial reporting.

Financial Statements and Financial Matters. (aAttached hereto as Schedule 2.2(a) The are copies of: (i) the audited consolidated financial statements of Xxxxx Company, the Companies and the Non-Company Affiliates, including a consolidating balance sheet and a consolidating statement of Xxxx Xxxxxxx and its Subsidiaries income, as of each of and for the fiscal years ended December 31, 2022 2014 and December 31, 2023 and 2013 (the audited consolidated statements of operations, equity and cash flows for each of the 12-month periods then ended, and “Audited Financial Statements”); (ii) a pro forma unaudited consolidated balance sheet and a pro forma unaudited consolidated statement of Xxxx Xxxxxxx income of the Business, derived from the consolidating balance sheet and its Subsidiaries the consolidating statement of income included in the Audited Financial Statements, as of October and for the fiscal year ended December 31, 2024 2014 (the “Pro Forma Financial Statements”); and (iii) a pro forma unaudited interim consolidated balance sheet and a pro forma unaudited interim consolidated statement of income of the unaudited consolidated statements Business as of operations, equity and cash flows for such 10the nine-month period then-ended September 30, 2015 (collectivelythe “Interim Financial Statements” and the pro forma unaudited interim consolidated balance sheet 10 included therein, the “Xxxx Xxxxxxx Financial Statements”) have been provided to Shyft. The unaudited consolidated balance sheet of Xxxx Xxxxxxx and its Subsidiaries as of October 31, 2024, is referred to herein as the “Aebi Xxxxxxx Balance Sheet”). The Aebi Xxxxxxx Except as set forth on Schedule 2.2(a), the Audited Financial Statements referred to in clause (i) and clause (ii) of the immediately preceding sentence have been prepared based upon the information contained in Aebi Xxxxxxx’x and its Subsidiaries’ books and records, have been prepared in accordance with Swiss GAAP FER, consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, covered thereby and subjectpresent fairly, in all material respects, the case consolidated financial position of unaudited Xxxxx Company, the Companies and the Non-Company Affiliates for the periods covered thereby. Except as set forth on Schedule 2.2(a), the Pro Forma Financial Statements and the Interim Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly, in all material respects, the consolidated financial statementsposition of the Business for the periods covered thereby, except that the Pro Forma Financial Statements and the Interim Financial Statements lack footnotes and other presentation items required by GAAP and the Interim Financial Statements are subject to the normal year-end adjustments and adjustments, none of which, individually or in the aggregate, would reasonably be expected to the absence of certain footnotes)result in a material adverse adjustment to, and present fairly in all or have a material respects adverse impact on, the financial condition and or results of operations of Xxxx Xxxxxxx and its Subsidiaries (the Companies taken as a whole) as of the times and for the periods referred to therein. The books and records of Xxxx Xxxxxxx and its Subsidiaries have been maintained in all material respects in compliance with applicable legal and accounting requirements. (b) Aebi Xxxxxxx and its Subsidiaries have established and maintain a system of internal controls. Such internal controls are reasonably designed to provide reasonable assurance regarding the reliability of Xxxx Xxxxxxx’x financial reporting and the preparation of Xxxx Xxxxxxx’x financial statements for external purposes in accordance with Swiss GAAP FER. Xxxx Xxxxxxx’x principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to Xxxx Xxxxxxx’x auditors and the audit committee of the Board of Directors of Xxxx Xxxxxxx (i) all significant deficiencies and material weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect in any material respect Xxxx Xxxxxxx’x ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. (c) Since the Measurement Date, (i) none of Xxxx Xxxxxxx or any of its Subsidiaries nor, to the knowledge of Xxxx Xxxxxxx, any director or officer of Xxxx Xxxxxxx or any of its Subsidiaries has received any written or, to the knowledge of Aebi Xxxxxxx, oral, complaint, allegation, assertion, or claim regarding the financial accounting procedures, internal accounting controls, or auditing practices, procedures, methodologies, or methods of Aebi Xxxxxxx or any of its Subsidiaries, including from employees of Xxxx Xxxxxxx or any of its Subsidiaries, and (ii) no attorney representing Xxxx Xxxxxxx or any of its Subsidiaries, whether or not employed by Xxxx Xxxxxxx or any of its Subsidiaries, has reported, in writing, credible evidence of any material violation of securities Laws or breach of fiduciary duty, by Xxxx Xxxxxxx, any of its Subsidiaries, or any of their respective officers, directors, employees, or agents to the Board of Directors of Xxxx Xxxxxxx or any committee thereof, or to the Chief Executive Officer, Chief Financial Officer, or General Counsel of Xxxx Xxxxxxx. (d) Since the Measurement Date, neither Xxxx Xxxxxxx nor any of its Subsidiaries, nor, to the knowledge of Xxxx Xxxxxxx, any director, officer, employee, auditor, accountant or representative of Xxxx Xxxxxxx or any of its Subsidiaries has identified or been made aware of (i) any significant deficiency or material weakness in the design or operation of internal accounting controls over financial reporting utilized by Xxxx Xxxxxxx which would adversely affect in any material respect Xxxx Xxxxxxx’x ability to record, process, summarize and report financial information, (ii) any fraud, whether or not material, that involves Xxxx Xxxxxxx’x management or other employees who have a role in the preparation of financial statements or the internal accounting controls over financial reporting utilized by Xxxx Xxxxxxx, or (iii) any written claim or allegation regarding a material violation of internal accounting controls over financial reporting.

Financial Statements and Financial Matters. (a) Copies of the audited consolidated financial statements of the Company and the Subsidiaries (including all footnotes thereto) at and for the fiscal years ended June 30, 2010 and June 30, 2009 have been provided to Parent or Buyer (the “Financial Statements”). The (i) Financial Statements include the audited consolidated balance sheet of Xxxx Xxxxxxx the Company and its the Subsidiaries as at June 30, 2010 (the “Balance Sheet”). Parent or Buyer has also been provided copies of each the unaudited consolidated interim balance sheets and interim statements of income of the Company and the Subsidiaries at and for the six-month period ended December 31, 2022 and December 31, 2023 and the audited consolidated statements of operations, equity and cash flows for each of the 12-month periods then ended, and 2010 (ii) unaudited consolidated balance sheet of Xxxx Xxxxxxx and its Subsidiaries as of October 31, 2024 and the unaudited consolidated statements of operations, equity and cash flows for such 10-month period then-ended (collectively, the “Xxxx Xxxxxxx Interim Financial Statements”) have been provided to Shyft). The unaudited consolidated balance sheet of Xxxx Xxxxxxx and its Subsidiaries as of October 31, 2024, is referred to herein as the “Aebi Xxxxxxx Balance Sheet”. The Aebi Xxxxxxx Financial Statements referred to and Interim Financial Statements are accurate and complete in clause (i) and clause (ii) of the immediately preceding sentence have been prepared based upon the information contained in Aebi Xxxxxxx’x and its Subsidiaries’ books and records, have been prepared in accordance with Swiss GAAP FER, consistently applied throughout the periods indicated (except as may be indicated in the notes thereto, and subject, in the case of unaudited financial statements, to the normal year-end adjustments and to the absence of certain footnotes), all material respects and present fairly in all material respects the consolidated financial condition of the Company and the Subsidiaries at the dates indicated and their consolidated results of operations of Xxxx Xxxxxxx and its Subsidiaries (taken as a whole) as of the times and for the periods referred to thereinthen ended. The books Financial Statements and records Interim Financial Statements were prepared in accordance with GAAP (subject, in the case of Xxxx Xxxxxxx the Interim Financial Statements, to year-end adjustments and its Subsidiaries any other adjustments described therein, the effect of which would not, individually or in the aggregate, reasonably be expected to have been maintained a Company Material Adverse Effect, and to the absence of footnotes which, if presented, would not differ materially from those included in all material respects in compliance with applicable legal and accounting requirementsthe Financial Statements). (b) Aebi Xxxxxxx The Company and the Subsidiaries have no liabilities required under GAAP to be reflected on a balance sheet of the Company and/or any of its Subsidiaries have established and maintain or that would be required under GAAP to be reflected on a system balance sheet of internal controls. Such internal controls are reasonably designed to provide reasonable assurance regarding the reliability Company and/or any of Xxxx Xxxxxxx’x financial reporting and its Subsidiaries as at the preparation date hereof, except for liabilities (i) reflected or reserved for in the balance sheet (or disclosed in any notes thereto) included in the Interim Financial Statements; or (ii) incurred in the Ordinary Course of Xxxx Xxxxxxx’x financial statements for external purposes in accordance with Swiss GAAP FER. Xxxx Xxxxxxx’x principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to Business since the date of this Agreementsuch balance sheet which would not, to Xxxx Xxxxxxx’x auditors and the audit committee of the Board of Directors of Xxxx Xxxxxxx (i) all significant deficiencies and material weaknesses individually or in the design or operation of internal controls that are aggregate, reasonably likely be expected to adversely affect in any material respect Xxxx Xxxxxxx’x ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controlsCompany Material Adverse Effect. (c) Since As of the Measurement DateClosing, (i) none of Xxxx Xxxxxxx except as set forth in Schedule 2.2, there will be no indebtedness or liabilities owing from any Seller to the Company or any of its Subsidiaries nor, to Subsidiary or owing from the knowledge of Xxxx Xxxxxxx, any director or officer of Xxxx Xxxxxxx Company or any of its Subsidiaries has received Subsidiary to any written or, to the knowledge of Aebi Xxxxxxx, oral, complaint, allegation, assertion, or claim regarding the financial accounting procedures, internal accounting controls, or auditing practices, procedures, methodologies, or methods of Aebi Xxxxxxx or any of its Subsidiaries, including from employees of Xxxx Xxxxxxx or any of its Subsidiaries, and (ii) no attorney representing Xxxx Xxxxxxx or any of its Subsidiaries, whether or not employed by Xxxx Xxxxxxx or any of its Subsidiaries, has reported, in writing, credible evidence of any material violation of securities Laws or breach of fiduciary duty, by Xxxx Xxxxxxx, any of its Subsidiaries, or any of their respective officers, directors, employees, or agents to the Board of Directors of Xxxx Xxxxxxx or any committee thereof, or to the Chief Executive Officer, Chief Financial Officer, or General Counsel of Xxxx XxxxxxxSeller. (d) Since the Measurement Date, neither Xxxx Xxxxxxx nor any of its Subsidiaries, nor, to the knowledge of Xxxx Xxxxxxx, any director, officer, employee, auditor, accountant or representative of Xxxx Xxxxxxx or any of its Subsidiaries has identified or been made aware of (i) any significant deficiency or material weakness in the design or operation of internal accounting controls over financial reporting utilized by Xxxx Xxxxxxx which would adversely affect in any material respect Xxxx Xxxxxxx’x ability to record, process, summarize and report financial information, (ii) any fraud, whether or not material, that involves Xxxx Xxxxxxx’x management or other employees who have a role in the preparation of financial statements or the internal accounting controls over financial reporting utilized by Xxxx Xxxxxxx, or (iii) any written claim or allegation regarding a material violation of internal accounting controls over financial reporting.

Financial Statements and Financial Matters. (a) The Sellers have made available to Buyer copies of (i) audited consolidated the unaudited combined balance sheet of Xxxx Xxxxxxx and its Subsidiaries the Business (including Xxxxx) as of each of December 31September 30, 2022 and December 31, 2023 (the “Recent Balance Sheet” and the audited consolidated statements of operations, equity and cash flows for each date of the 12-month periods then endedRecent Balance Sheet, and (iithe “Recent Balance Sheet Date”) unaudited consolidated balance sheet of Xxxx Xxxxxxx and its Subsidiaries as of October 31, 2024 and the related unaudited consolidated statements combined statement of operations, equity and cash flows income of the Business for such 10the 9-month period then-then ended (collectively, the “Xxxx Xxxxxxx Interim Financial Statements”) have been provided to Shyft. The unaudited consolidated balance sheet of Xxxx Xxxxxxx and its Subsidiaries as of October 31), 2024, is referred to herein as the “Aebi Xxxxxxx Balance Sheet”. The Aebi Xxxxxxx Financial Statements referred to in clause (i) and clause (ii) the unaudited combined balance sheet and the related unaudited combined statement of income of the immediately preceding sentence have been prepared based upon Business at and for the information contained fiscal year ended December 31, 2021 (collectively, the “Annual Financial Statements,” and, collectively with the Interim Financial Statements, the “Financial Statements”), and (iii) the audited stand-alone annual financial statements of Xxxxx for the business years ended on December 31, 2020 and December 31, 2021 (the “Xxxxx Financial Statements”). The Financial Statements present fairly in Aebi Xxxxxxx’x all material respects the combined financial condition and its Subsidiaries’ books combined results of operations of the Business as of the times and recordsfor the periods referred to therein in accordance with GAAP, consistently applied (subject to changes resulting from audited adjustments, the absence of footnotes and other presentation items and, in the case of the Interim Financial Statements, to changes resulting from year-end adjustments). The Xxxxx Financial Statements have been prepared in accordance with applicable Swiss GAAP FERlaw (the Swiss Code of Obligations), consistently applied throughout on a consistent basis with the preceding accounting periods indicated (except as may be indicated in the notes thereto). From the Recent Balance Sheet Date until the date hereof, and subject, Xxxxx has conducted its business in the case Ordinary Course of unaudited financial statementsBusiness. The accounts, to the normal year-end adjustments books, registers, ledgers, records and to the absence supporting documents of certain footnotes), and present fairly Xxxxx have in all material respects the financial condition and results of operations of Xxxx Xxxxxxx and its Subsidiaries (taken as a whole) as of the times and for the periods referred to therein. The books and records of Xxxx Xxxxxxx and its Subsidiaries have been maintained in all material respects kept in compliance with applicable legal Laws and regulations and accounting requirementsprinciples and such accounts, books, registers, ledgers, records and supporting documents accurately and completely reflect all transactions and other matters required to be reflected therein. (b) Aebi Xxxxxxx and its Subsidiaries have established and maintain a system of internal controls. Such internal controls are reasonably designed to provide reasonable assurance regarding the reliability of Xxxx Xxxxxxx’x financial reporting and the preparation of Xxxx Xxxxxxx’x financial statements for external purposes in accordance with Swiss GAAP FER. Xxxx Xxxxxxx’x principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to Xxxx Xxxxxxx’x auditors and the audit committee of the Board of Directors of Xxxx Xxxxxxx (i) all significant deficiencies and material weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect in any material respect Xxxx Xxxxxxx’x ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. (c) Since the Measurement Date, (i) none of Xxxx Xxxxxxx or any of its Subsidiaries nor, to the knowledge of Xxxx Xxxxxxx, any director or officer of Xxxx Xxxxxxx or any of its Subsidiaries has received any written or, to the knowledge of Aebi Xxxxxxx, oral, complaint, allegation, assertion, or claim regarding the financial accounting procedures, internal accounting controls, or auditing practices, procedures, methodologies, or methods of Aebi Xxxxxxx or any of its Subsidiaries, including from employees of Xxxx Xxxxxxx or any of its Subsidiaries, and (ii) no attorney representing Xxxx Xxxxxxx or any of its Subsidiaries, whether or not employed by Xxxx Xxxxxxx or any of its Subsidiaries, has reported, in writing, credible evidence of any material violation of securities Laws or breach of fiduciary duty, by Xxxx Xxxxxxx, any of its Subsidiaries, or any of their respective officers, directors, employees, or agents to the Board of Directors of Xxxx Xxxxxxx or any committee thereof, or to the Chief Executive Officer, Chief Financial Officer, or General Counsel of Xxxx Xxxxxxx. (d) Since the Measurement Date, neither Xxxx Xxxxxxx nor any of its Subsidiaries, nor, to the knowledge of Xxxx Xxxxxxx, any director, officer, employee, auditor, accountant or representative of Xxxx Xxxxxxx or any of its Subsidiaries has identified or been made aware of (i) any significant deficiency or material weakness in the design or operation of internal accounting controls over financial reporting utilized by Xxxx Xxxxxxx which would adversely affect in any material respect Xxxx Xxxxxxx’x ability to record, process, summarize and report financial information, (ii) any fraud, whether or not material, that involves Xxxx Xxxxxxx’x management or other employees who have a role in the preparation of financial statements or the internal accounting controls over financial reporting utilized by Xxxx Xxxxxxx, or (iii) any written claim or allegation regarding a material violation of internal accounting controls over financial reporting.