Common use of Financial Statements and Financial Matters Clause in Contracts

Financial Statements and Financial Matters. (e) Attached hereto as Schedule 2.2(a) 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 income, as of and for the fiscal years ended December 31, 2014 and December 31, 2013 (the “Audited Financial Statements”); (ii) a pro forma unaudited consolidated balance sheet and a pro forma unaudited consolidated statement of income of the Business, derived from the consolidating balance sheet and the consolidating statement of income included in the Audited Financial Statements, as of and for the fiscal year ended December 31, 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 Business as of and for the nine-month period ended September 30, 2015 (the “Interim Financial Statements” and the pro forma unaudited interim consolidated balance sheet included therein, the “Balance Sheet”). Except as set forth on Schedule 2.2(a), the Audited 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 position of 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 position 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 normal year-end adjustments, none of which, individually or in the aggregate, would reasonably be expected to result in a material adverse adjustment to, or have a material adverse impact on, the financial condition or results of operations of the Companies taken as a whole.

Financial Statements and Financial Matters. (ea) Attached hereto as Schedule 2.2(aSection 3.07(a) are copies ofof the Company Disclosure Letter sets forth the: (i) audited consolidated balance sheet of the Company and its Subsidiaries (excluding the Sky Business) as of each of December 31, 2020 and 2019 and the audited consolidated financial statements of Xxxxx Companyoperations, equity and cash flows for each of the Companies and the Non12-Company Affiliatesmonth periods then ended, including a consolidating (ii) audited carve- out balance sheet and a consolidating statement of income, the Sky Business as of and for the fiscal years ended each of December 31, 2014 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 (iii) unaudited consolidated balance sheet of the Company and its Subsidiaries (including the Sky Business from the date of its acquisition by the Company) as of December 31, 2013 2021 and the unaudited consolidated statements of operations, equity and cash flows for such 12-month period then-ended (collectively, the “Audited Company Financial Statements”); (ii) a pro forma . The unaudited consolidated balance sheet and a pro forma unaudited consolidated statement of income of the Business, derived Company and its Subsidiaries (including the Sky Business from the consolidating balance sheet and date of its acquisition by the consolidating statement of income included in the Audited Financial Statements, Company) as of and for the fiscal year ended December 31, 2014 (2021 is referred to herein as the “Pro Forma Company Balance Sheet”. The Company Financial Statements”); Statements referred to in clause (i) and clause (iii) a pro forma unaudited interim consolidated balance sheet and a pro forma unaudited interim consolidated statement of income of the Business as of immediately preceding sentence have been prepared based upon the information contained in the Company’s and for the nine-month period ended September 30its Subsidiaries’ books and records, 2015 (the “Interim Financial Statements” and the pro forma unaudited interim consolidated balance sheet included therein, the “Balance Sheet”). Except as set forth on Schedule 2.2(a), the Audited Financial Statements have been prepared in accordance with GAAP GAAP, consistently applied on a consistent basis throughout the periods covered thereby indicated (except as may be indicated in the notes thereto, and present fairlysubject, in all material respectsthe case of unaudited financial statements, to the consolidated financial position of 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 position 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 normal year-end adjustmentsadjustments and to the absence of certain footnotes), none of which, individually or and present fairly in the aggregate, would reasonably be expected to result in a all material adverse adjustment to, or have a material adverse impact on, respects the financial condition or and results of operations of the Companies Company and its Subsidiaries (taken as a whole.) as of the times and for the periods referred to therein. The books and records of the Company and its Subsidiaries have been maintained in all material respects in compliance with applicable legal and accounting requirements. (b) 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 the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. Section 3.08

Financial Statements and Financial Matters. (e) Attached hereto as Schedule 2.2(a) 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 income, as of and for the fiscal years ended December 31, 2014 and December 31, 2013 (the “Audited Financial Statements”); (ii) a pro forma unaudited consolidated balance sheet and a pro forma unaudited consolidated statement of income of the Business, derived from the consolidating balance sheet and the consolidating statement of income included in the Audited Financial Statements, as of and for the fiscal year ended December 31, 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 Business as of and for the nine-month period ended September 30, 2015 (the “Interim Financial Statements” and the pro forma unaudited interim consolidated balance sheet 10 included therein, the “Balance Sheet”). Except as set forth on Schedule 2.2(a), the Audited 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 position of 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 position 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 normal year-end adjustments, none of which, individually or in the aggregate, would reasonably be expected to result in a material adverse adjustment to, or have a material adverse impact on, the financial condition or results of operations of the Companies taken as a whole.. (f) The Companies do not have any liabilities or obligations required under GAAP, or contingent liabilities that would be required under GAAP but for the assessment of the low probability of the likelihood of such claim, to be reflected on a consolidated balance sheet of the Business, except for liabilities and obligations: (i) reflected on or reserved against on the Balance Sheet; (ii) disclosed or reflected on Schedule 2.2(b); (iii) incurred in the Ordinary Course of Business since the date of the Balance Sheet; (iv) relating to the payment of expenses incurred in connection with the transactions contemplated by this Agreement; or (v) performance obligations under the executory portion of Contracts to which any Company is a party or by which it is bound. (g) To Sellers’ Knowledge, the Companies have established and maintained a system of internal accounting controls sufficient to provide reasonable assurances that the preparation and fair presentation of financial statements is free from material misstatement. (h) The accounts receivable of the Companies reflected in the Balance Sheet, and all accounts receivable arising subsequent to the date of the Balance Sheet, (i) arose from bona fide transactions in the Ordinary Course of Business and (ii) are recorded, in all material respects, in accordance with GAAP. The reserve set forth on the Balance Sheet against the accounts receivable for bad debts has been calculated in a manner consistent with the Accounting Policies and with the past practices of the Companies. The accounts receivable reflected on the Balance Sheet (net of allowances for doubtful accounts as reflected therein) are valid receivables and, to Sellers’ Knowledge, are not subject to any valid set-off or counterclaim. (i) Since January 1, 2013, no Company has entered into, and is not currently a party to, any securitization transactions, off-balance sheet arrangements, synthetic leases, sale/leaseback arrangements or arrangements providing for the factoring of receivables or entered into any transaction involving the use of special purposes entities for any of the foregoing. (j) At the Closing Effective Time, no Seller, Shareholder or any of their respective Affiliates will have any outstanding Indebtedness to any Company, and no Company will have any outstanding Indebtedness to any Seller, Shareholder or any of their respective Affiliates, other than Closing Date Debt to be discharged at Closing. 11 Section 2.3

Financial Statements and Financial Matters. (e) Attached hereto as Schedule 2.2(a) are Sellers have made available to Buyer copies of: of (i) the audited consolidated financial statements of Xxxxx Company, the Companies and the Non-Company Affiliates, including a consolidating unaudited combined balance sheet and a consolidating statement of income, the Business (including Xxxxx) as of and for the fiscal years ended December 31September 30, 2014 and December 31, 2013 2022 (the “Audited Financial StatementsRecent Balance Sheet” and the date of the Recent Balance Sheet, the “Recent Balance Sheet Date”); (ii) a pro forma and the related unaudited consolidated balance sheet and a pro forma unaudited consolidated combined statement of income of the BusinessBusiness for the 9-month period then ended (collectively, derived from the consolidating “Interim Financial Statements”), (ii) the unaudited combined balance sheet and the consolidating related unaudited combined statement of income included in of the Audited Financial Statements, as of Business at and for the fiscal year ended December 31, 2014 2021 (collectively, the “Pro Forma Annual Financial Statements,” and, collectively with the Interim Financial Statements, the “Financial Statements”); , and (iii) a pro forma unaudited interim consolidated balance sheet the audited stand-alone annual financial statements of Xxxxx for the business years ended on December 31, 2020 and a pro forma unaudited interim consolidated statement December 31, 2021 (the “Xxxxx Financial Statements”). The Financial Statements present fairly in all material respects the combined financial condition and combined results of income operations of the Business as of the times and for the nine-month period ended September 30periods referred to therein in accordance with GAAP, 2015 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” and the pro forma unaudited interim consolidated balance sheet included therein, the “Balance Sheet”to changes resulting from year-end adjustments). Except as set forth on Schedule 2.2(a), the Audited The Xxxxx Financial Statements have been prepared in accordance with GAAP applicable Swiss law (the Swiss Code of Obligations), applied on a consistent basis throughout with the preceding accounting periods covered thereby (except as may be indicated in the notes thereto). From the Recent Balance Sheet Date until the date hereof, Xxxxx has conducted its business in the Ordinary Course of Business. The accounts, books, registers, ledgers, records and present fairly, supporting documents of Xxxxx have in all material respectsrespects been kept in compliance with applicable Laws and regulations and accounting principles and such accounts, the consolidated financial position of Xxxxx Companybooks, the Companies registers, ledgers, records and the Non-Company Affiliates for the periods covered thereby. Except as set forth on Schedule 2.2(a), the Pro Forma Financial Statements supporting documents accurately 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 completely reflect all material respects, the consolidated financial position of the Business for the periods covered thereby, except that the Pro Forma Financial Statements and the Interim Financial Statements lack footnotes transactions and other presentation items matters required by GAAP and the Interim Financial Statements are subject to normal year-end adjustments, none of which, individually or in the aggregate, would reasonably be expected to result in a material adverse adjustment to, or have a material adverse impact on, the financial condition or results of operations of the Companies taken as a wholereflected therein.

Financial Statements and Financial Matters. (ea) Attached hereto as Schedule 2.2(a) are copies of: (i) Copies of the audited consolidated financial statements of Xxxxx the Company, the Companies Pullman Industries of Indiana, Inc. and the Non-Company AffiliatesPullman Investments, including a consolidating balance sheet and a consolidating statement of incomeLLC, as of at and for the fiscal years ended December 31, 2014 2005, December 31, 2004 and December 31, 2013 2003 are attached to Schedule 2.2(a) (the “Audited Financial Statements”); (ii. Also attached to Schedule 2.2(a) a pro forma are copies of the unaudited consolidated interim balance sheet sheets and a pro forma unaudited consolidated statement interim statements of income of the BusinessCompany and Pullman Industries of Indiana, derived from the consolidating balance sheet and the consolidating statement of income included in the Audited Financial Statements, as of Inc. at and for the fiscal year month-ended December 31August 27, 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 Business as of and for the nine-month period ended September 30, 2015 2006 (the “Interim Financial Statements” and ”). The Interim Financial Statements include the pro forma unaudited interim consolidated balance sheet included thereinof the Company and Pullman Industries of Indiana, Inc., at August 27, 2006 (the “Balance Sheet”). Except The Financial Statements and Interim Financial Statements (subject, in the case of the Interim Financial Statements, to normal year end adjustments and the absence of footnotes thereto which, if presented would not differ materially from those included in the Financial Statements) are accurate and complete in all material respects and, except as set forth in Schedule 2.2(a), present fairly the financial condition of the Company and Pullman Industries of Indiana, Inc. (and in the case of the Financial Statements, Pullman Investments, LLC), at the dates indicated and their results of operations for the periods then ended. The Financial Statements and Interim Financial Statements were prepared in accordance with GAAP (subject, in the case of the Interim Financial Statements, to normal recurring year-end adjustments and any other adjustments described therein, the effect of which would not individually or in the aggregate have a Company Material Adverse Effect, and the absence of footnotes thereto which, if presented would not differ materially from those included in the Financial Statements). Each of Pullman AG, Zug and Pullman Investments LLC are holding companies that are not currently engaged in business operations, and, except as set forth on Schedule 2.2(a), neither of them has any liabilities or assets other than the Audited 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 position stock of Xxxxx Company, the Companies and the Non-Company Affiliates for the periods covered thereby. Except their respective subsidiaries 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 fairly2.1(d) and, in all material respectsthe case of Pullman AG, the consolidated financial position of the Business for the periods covered therebyZug, 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 normal year-end adjustments, none of which, individually or in the aggregate, would reasonably be expected to result in a material adverse adjustment to, or have a material adverse impact on, the financial condition or results of operations of the Companies taken as a wholecertain Intellectual Property Assets described on Schedule 2.9(c).