Common use of Financial Statements and Financial Matters Clause in Contracts

Financial Statements and Financial Matters. (a) Sellers have provided Buyer copies of (i) the audited consolidated financial statements of the Company and the Company Subsidiaries at and for the fiscal years ended June 2, 2013 and June 1, 2014 (the “Financial Statements”) and (ii) the unaudited consolidated interim balance sheet and statement of income of the Company and the Company Subsidiaries at and for the twelve 4-week periods ended May 3, 2015 (the “Interim Financial Statements”). The Interim Financial Statements include the consolidated balance sheet of the Company and the Company Subsidiaries at May 3, 2015 (the “Balance Sheet”). The Financial Statements and Interim Financial Statements are accurate and complete in all material respects and present fairly, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries at the dates indicated therein and the consolidated results of operations of the Company and the Company Subsidiaries for the periods then ended. The Financial Statements and Interim Financial Statements were prepared in accordance with GAAP in all material respects (except as set forth on Schedule 2.2(a), for the absence of footnotes and subject to audit adjustments, year-end adjustments and any other adjustments described therein). Notwithstanding the foregoing, any inaccuracy with respect to items included in the Financial Statements or the Interim Financial Statements that arises solely from or relates solely to the Excluded Assets, Excluded Liabilities or the Excluded Business shall not be deemed to be a breach of this Section 2.2(a). (b) At Closing, neither the Company nor any Acquired Subsidiary will have any liabilities required under GAAP to be reflected on a consolidated balance sheet of the Company and the Acquired Subsidiaries prepared in accordance with GAAP, except for liabilities: (i) reflected or reserved for on the Balance Sheet; (ii) disclosed or reflected in any notes thereto or the Disclosure Schedule; (iii) incurred in the Ordinary Course of Business since the date of the Balance Sheet; (iv) taken into account in the calculation of Final Closing Date Net Working Capital; or (v) Excluded Liabilities. (c) As of Closing, no Seller or any of their respective Affiliates (other than the Company or any Acquired Subsidiary) will have any outstanding indebtedness to the Company or any Acquired Subsidiary, and neither the Company nor any Acquired Subsidiary will have any outstanding indebtedness to any Seller or any of their respective Affiliates (other than the Company or any Acquired Subsidiary), other than (i) indebtedness owed to Sellers or any of their respective Affiliates (other than the Company or any Acquired Subsidiary) included among the Closing Date Debt to be discharged at Closing, (ii) indebtedness owed to the Company or any Acquired Subsidiary by Sellers or any of their respective Affiliates (other than the Company or any Acquired Subsidiary) that is to be discharged at Closing in connection with the Separation Transactions, (iii) indebtedness with respect to reimbursement of customary employment related expenses and (iv) obligations arising after the Closing Date pursuant to the Contracts set forth on Schedule 2.2(c).

Financial Statements and Financial Matters. (a) Attached as Section 2.6(a) of the Sellers have provided Buyer copies Disclosure Schedule are true, complete and correct copies, in all material respects, of (i) the audited consolidated financial balance sheets of Group and Consulting and their Subsidiaries as of December 31, 2015, December 31, 2016 and December 31, 2017 and the related audited consolidated statements of income, cash flows and shareholders’ equity for each of the Company and the Company Subsidiaries at and for the fiscal years then ended June 2, 2013 and June 1, 2014 (the “Financial Statements”) and (ii) the unaudited consolidated interim balance sheet and statement of income of the Company and the Company Subsidiaries at and for the twelve 4-week periods ended May 3, 2015 (the “Interim Audited Financial Statements”). The Interim Audited Financial Statements include have been prepared from and are consistent with the consolidated balance sheet information contained in the books and records of Group and Consulting and their Subsidiaries, in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, and present fairly in all material respects the financial condition and results of operations of Group and Consulting and their Subsidiaries (taken as a whole) as of the Company times and for the Company Subsidiaries at May 3, 2015 (the “Balance Sheet”)periods referred to therein. The Financial Statements books, records and Interim Financial Statements accounts of Group and Consulting and their Subsidiaries are complete and accurate and complete in all material respects and present fairlyreflect actual, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries at the dates indicated therein and the consolidated results of operations of the Company and the Company Subsidiaries for the periods then ended. The Financial Statements and Interim Financial Statements were prepared in accordance with GAAP in all material respects (except as set forth on Schedule 2.2(a), for the absence of footnotes and subject to audit adjustments, year-end adjustments and any other adjustments described therein). Notwithstanding the foregoing, any inaccuracy with respect to items included in the Financial Statements or the Interim Financial Statements that arises solely from or relates solely to the Excluded Assets, Excluded Liabilities or the Excluded Business shall not be deemed to be a breach of this Section 2.2(a)bona fide transactions. (b) At ClosingExcept as set forth in Section 2.6(b) of the Sellers Disclosure Schedule, neither the Company internal accounting personnel of the Acquired Companies that are responsible for preparing the Audited Financial Statements nor the independent accountants of the Acquired Companies have within the past three years disclosed to the Acquired Companies in writing a material weakness or any significant deficiency in the system of internal accounting controls utilized by any Acquired Subsidiary will Company. To Sellers’ Knowledge, the Acquired Companies have disclosed any liabilities required under GAAP to be reflected on and all fraud that has occurred during the past three years, whether or not material, that involves management or other employees who have a consolidated balance sheet significant role in the internal controls of the Company and the Acquired Subsidiaries prepared in accordance with GAAP, except for liabilities: (i) reflected or reserved for on the Balance Sheet; (ii) disclosed or reflected in any notes thereto or the Disclosure Schedule; (iii) incurred in the Ordinary Course of Business since the date of the Balance Sheet; (iv) taken into account in the calculation of Final Closing Date Net Working Capital; or (v) Excluded LiabilitiesCompanies over financial reporting. (c) As of Closing, no Seller or any of their respective Affiliates (other than the Company or any The Acquired Subsidiary) will have any outstanding indebtedness to the Company or any Acquired Subsidiary, and neither the Company nor any Acquired Subsidiary will have any outstanding indebtedness Companies are not a party to any Seller or transactions involving the use of special purpose entities for any off balance sheet activity. (d) Section 2.6(d) of their respective Affiliates (other than the Company or any Acquired Subsidiary), other than Sellers Disclosure Schedule sets forth the royalties paid for (i) indebtedness owed to Sellers or any of their respective Affiliates (other than the Company or any Acquired Subsidiary) included among the Closing Date Debt to be discharged at Closingfiscal years ended December 31, 2016 and December 31, 2017 and (ii) indebtedness owed to the Company or any Acquired Subsidiary by Sellers or any eight-month period ended August 31, 2018, in each case under each Out-License and the name of their respective Affiliates (other than the Company or any Acquired Subsidiary) that is to be discharged at Closing in connection with the Separation Transactions, (iii) indebtedness with respect to reimbursement of customary employment related expenses and (iv) obligations arising after the Closing Date pursuant to the Contracts set forth on Schedule 2.2(c)applicable licensee.

Financial Statements and Financial Matters. (a) Sellers have provided Buyer copies Attached to Section 2.6 of (i) the audited consolidated Disclosure Schedule are the following financial statements of the Company and the Company Subsidiaries at and for the fiscal years ended June 2(collectively, 2013 and June 1, 2014 (the “Financial Statements”): (i) audited consolidated balance sheets of the Acquired Companies as of December 31, 2017, 2018 and 2019 and the related audited statements of income, cash flows and stockholders’ equity for the years then ended (the “Annual Financial Statements”); and (ii) the an unaudited consolidated interim balance sheet of the Acquired Companies as of November 30, 2020 (the “Recent Balance Sheet”) and the related unaudited consolidated statement of income of the Company and the Company Subsidiaries at and for the twelve 4-week periods eleven (11)-month period then ended May 3(together with the Recent Balance Sheet, 2015 (the “Interim Financial Statements”). The Except as set forth on Section 2.6(a) of the Disclosure Schedule, the Financial Statements have been, and each of the Interim Financial Statements include the consolidated balance sheet of the Company and the Company Subsidiaries at May 3will be when delivered, 2015 (the “Balance Sheet”). The Financial Statements and Interim Financial Statements are accurate and complete in all material respects and present fairly, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries at the dates indicated therein and the consolidated results of operations of the Company and the Company Subsidiaries for the periods then ended. The Financial Statements and Interim Financial Statements were prepared in accordance with GAAP (other than with respect to stock option compensation expense and the accounting treatment of the Company Warrants) applied on a consistent basis throughout the periods covered thereby and in all material respects (a manner consistent with the audited balance sheet of the Acquired Companies as of December 31, 2019 and the related audited statements of income, cash flows and stockholders’ equity for the year then ended, except as set forth on Schedule 2.2(a)indicated in the notes thereto and, except in the case of the Interim Financial Statements, for the absence of footnotes and subject to audit adjustments, normal year-end adjustments of such types consistent with prior fiscal years and any other adjustments described therein)which are not material in amount. Notwithstanding the foregoing, any inaccuracy with respect to items included in the The Financial Statements or present, and each of the Interim Financial Statements when delivered will present, fairly in all material respects the financial position of the Acquired Companies as of such dates and the results of operations of the Acquired Companies for such periods. The Financial Statements and each of the Interim Financial Statements are complete and correct in all material respects; provided, however, that arises solely from or relates solely the Interim Financial Statements may lack footnotes required by GAAP, subject to normal year-end adjustments, in each case, none of which is reasonably expected to be material to the Excluded Assets, Excluded Liabilities or the Excluded Business shall not be deemed to be a breach of this Section 2.2(a)Acquired Companies. (b) At ClosingNeither the Company’s internal accounting personnel that are responsible for preparing the Financial Statements nor the Company’s independent accountants have identified a material weakness or any significant deficiency in the system of internal accounting controls utilized by the Company. The Company has disclosed any and all fraud, neither whether or not material, that involves management or other employees who have a significant role in the Company nor any Acquired Subsidiary will have any liabilities required under GAAP to be Company’s internal controls over financial reporting. (c) All of the inventory, whether reflected on a consolidated balance sheet the Recent Balance Sheet or subsequently acquired (the “Inventory”) consists of the Company and the Acquired Subsidiaries prepared in accordance with GAAP, except for liabilities: (i) reflected goods usable or reserved for on the Balance Sheet; (ii) disclosed or reflected in any notes thereto or the Disclosure Schedule; (iii) incurred saleable in the Ordinary Course of Business since (subject to any reserves required by GAAP as set forth on the Recent Balance Sheet). All Inventory shown on the Recent Balance Sheet reflects write downs to realizable values in the case of items that have expired or reached an unusably short shelf-life, become obsolete or unsaleable (except at prices less than cost) through regular distribution channels in the Ordinary Course of Business. The values of the Inventory stated in the Recent Balance Sheet reflect the normal inventory valuation policies of the Company and were determined in accordance with GAAP. Since the date of the Recent Balance Sheet; , no Inventory has been sold or disposed of except through sales or disposals in the Ordinary Course of Business. The quantities of each item of Inventory are sufficient and consistent with the Acquired Companies’ past practices with respect to the quantities of such item of Inventory and adequate provisions have been made to address short shelf-life, slow-moving, non-saleable, or obsolete inventory. All items of Inventory are valued in the Financial Statements and will be valued in the Company Pre-Closing Certificate at the lesser of cost or net realizable value on a first-in, first-out basis. At Closing, except as set forth on Section 2.6(c) of the Disclosure Schedule, all Inventory will be located at the facilities comprising the Leased Real Property (or at customers on a split bxxx or consignment basis, with Company employees on a “trunk stock” basis, en route to delivery destinations or at third party logistics provider locations as shall be clearly identified by address and the quantity of Inventory at each such third party logistics provider locations). (d) Each Acquired Company maintains accurate Books and Records in all material respects reflecting its transactions, Assets and liabilities and maintains proper and adequate internal accounting controls that provide assurance that (i) transactions are executed with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of its financial statements of the Business in conformity with GAAP and to maintain accountability for its assets, (iii) access to its assets is permitted only in accordance with management’s general or specific authorization, (iv) the reporting of its assets is compared with existing assets at regular intervals and appropriate actions are taken into account in the calculation of Final Closing Date Net Working Capital; or with respect to any differences, and (v) Excluded Liabilitiesaccounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. The Financial Statements have been prepared based on such Books and Records. (ce) All accounts receivable and unbilled receivables of each Acquired Company reflected on the Recent Balance Sheet or arising since then through the date hereof (i) arose in bona fide arm’s length transactions in the Ordinary Course of Business, (ii) are valid and enforceable claims, subject to the Enforceability Exceptions, (iii) are not subject to set off or counterclaim, and (iv) are (or, with respect to unbilled receivables, will be once billed) collectible in the Ordinary Course of Business, after deducting the reserve for doubtful accounts stated in the Recent Balance Sheet. All accounts payable and notes payable of each Acquired Company arose in bona fide arm’s length transactions in the Ordinary Course of Business and no such account payable or note payable is delinquent in its payment. Since the date of the Recent Balance Sheet, all accounts payable of each Acquired Company have been paid in the Ordinary Course of Business. (f) No Acquired Company has entered into any transactions involving the use of special purpose entities for any off balance sheet activity or otherwise constituting off balance sheet financial transactions or arrangements. (g) As of Closing, no Seller Equityholder nor any of their respective Affiliates (other than the Acquired Companies) will have any outstanding Indebtedness to the Acquired Companies, and no Acquired Company will have any outstanding Indebtedness to any Equityholder or any of their respective Affiliates (other than the Company or any Acquired Subsidiary) will have any outstanding indebtedness to the Company or any Acquired Subsidiary, and neither the Company nor any Acquired Subsidiary will have any outstanding indebtedness to any Seller or any of their respective Affiliates (other than the Company or any Acquired SubsidiaryCompanies), other than (iIndebtedness listed on Section 2.6(g) indebtedness owed of the Disclosure Schedule to Sellers or any of their respective Affiliates (other than the Company or any Acquired Subsidiary) be included among the Estimated Closing Date Debt to be paid in full and discharged at Closing, . (iih) indebtedness owed to Section 2.6(h) of the Company or any Disclosure Schedule sets forth a complete and accurate list of each Acquired Subsidiary by Sellers or any of their respective Affiliates Company’s Indebtedness (other than the Company or any Acquired Subsidiary) that is to be discharged at Closing in connection with the Separation Transactions, (iii) indebtedness with respect to reimbursement of customary employment related expenses subclause (g) and (ivh) obligations arising after of the Closing Date pursuant to definition thereof) and the Contracts set forth on Schedule 2.2(c)amount outstanding under each such item of such Indebtedness as of the date hereof.

Financial Statements and Financial Matters. (a) Sellers have provided Buyer copies of (i) the The audited consolidated financial statements of the Company and the Company Subsidiaries at and for the fiscal years ended June 2, 2013 and June 1, 2014 (the “Financial Statements”) and (ii) the unaudited consolidated interim balance sheet and statement financial statements of income of Shyft included or incorporated by reference in the Company and the Company Subsidiaries at and for the twelve 4-week periods ended May 3, 2015 (the “Interim Financial Statements”). The Interim Financial Statements include the consolidated balance sheet of the Company and the Company Subsidiaries at May 3, 2015 (the “Balance Sheet”). The Financial Statements and Interim Financial Statements are accurate and complete in all material respects and Shyft SEC Documents present fairly, in all material respects, in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), the consolidated financial position of the Company Shyft and the Company its Subsidiaries at as of the dates indicated therein thereof and the their consolidated results of operations of the Company and the Company Subsidiaries cash flows for the periods then endedended (subject to normal, recurring and immaterial year-end audit adjustments in the case of any unaudited interim financial statements). The Financial Statements Such consolidated financial statements have been prepared from, and Interim Financial Statements were prepared are in accordance with GAAP in all material respects (except as set forth on Schedule 2.2(a)with, for the absence books and records of footnotes Shyft and subject to audit adjustments, year-end adjustments its Subsidiaries. The books and any other adjustments described therein). Notwithstanding the foregoing, any inaccuracy records of Shyft and its Subsidiaries have been maintained in all material respects in compliance with respect to items included in the Financial Statements or the Interim Financial Statements that arises solely from or relates solely to the Excluded Assets, Excluded Liabilities or the Excluded Business shall not be deemed to be a breach of this Section 2.2(a)applicable legal and accounting requirements. (b) At ClosingSince the Measurement Date, neither the Company nor any Acquired Subsidiary will have any liabilities required under GAAP to be reflected on a consolidated balance sheet of the Company and the Acquired Subsidiaries prepared in accordance with GAAP, except for liabilities: (i) reflected none of Shyft or reserved for on any of its Subsidiaries nor, to the Balance Sheet; knowledge of Shyft, any director or officer of Shyft or any of its Subsidiaries has received any written or, to the knowledge of Shyft, oral, complaint, allegation, assertion, or claim regarding the financial accounting procedures, internal accounting controls, or auditing practices, procedures, methodologies, or methods of Shyft or any of its Subsidiaries, including from employees of Shyft or any of its Subsidiaries, and (ii) disclosed no attorney representing Shyft or reflected any of its Subsidiaries, whether or not employed by Shyft or any of its Subsidiaries, has reported, in writing, credible evidence of any notes thereto material violation of securities Laws or breach of fiduciary duty, by Shyft, any of its Subsidiaries, or any of their respective officers, directors, employees, or agents to the Disclosure Schedule; (iii) incurred in Board of Directors of Shyft or any committee thereof, or to the Ordinary Course Chief Executive Officer, Chief Financial Officer, or General Counsel of Business since the date of the Balance Sheet; (iv) taken into account in the calculation of Final Closing Date Net Working Capital; or (v) Excluded LiabilitiesShyft. (c) As Since the Measurement Date, neither Shyft nor any of Closingits Subsidiaries, no Seller nor, to the knowledge of Shyft, any director, officer, employee, auditor, accountant or representative of Shyft or any of their respective Affiliates (other than the Company its Subsidiaries has identified or any Acquired Subsidiary) will have any outstanding indebtedness to the Company or any Acquired Subsidiary, and neither the Company nor any Acquired Subsidiary will have any outstanding indebtedness to any Seller or any been made aware of their respective Affiliates (other than the Company or any Acquired Subsidiary), other than (i) indebtedness owed any significant deficiency or material weakness in the design or operation of internal accounting controls over financial reporting utilized by Shyft which would adversely affect in any material respect Shyft’s ability to Sellers or any of their respective Affiliates (other than the Company or any Acquired Subsidiary) included among the Closing Date Debt to be discharged at Closingrecord, process, summarize and report financial information, (ii) indebtedness owed to any fraud, whether or not material, that involves Shyft’s management or other employees who have a role in the Company preparation of financial statements or any Acquired Subsidiary the internal accounting controls over financial reporting utilized by Sellers Shyft or any of their respective Affiliates (other than the Company or any Acquired Subsidiary) that is to be discharged at Closing in connection with the Separation Transactions, (iii) indebtedness with respect to reimbursement any written claim or allegation regarding a material violation of customary employment related expenses and (iv) obligations arising after the Closing Date pursuant to the Contracts set forth on Schedule 2.2(c)internal accounting controls over financial reporting.

Financial Statements and Financial Matters. (a) Sellers have provided Buyer copies of (i) the The audited consolidated financial statements of the Company and the Company Subsidiaries at and for the fiscal years ended June 2, 2013 and June 1, 2014 (the “Financial Statements”) and (ii) the unaudited consolidated interim balance sheet and statement financial statements of income Apple included or incorporated by reference in Apple SEC Documents (or, if any such Apple SEC Document is amended or superseded by a filing prior to the date of the Company and the Company Subsidiaries at and for the twelve 4-week periods ended May 3this Agreement, 2015 (the “Interim Financial Statements”). The Interim Financial Statements include the consolidated balance sheet of the Company and the Company Subsidiaries at May 3, 2015 (the “Balance Sheet”). The Financial Statements and Interim Financial Statements are accurate and complete in all material respects and such amended or superseding Apple SEC Document) present fairly, fairly in all material respects, in conformity with GAAP applied on a consistent basis during the periods presented (except as may be indicated in the notes thereto), the consolidated financial position of the Company Apple and the Company its Subsidiaries at as of the dates indicated therein thereof and the their consolidated results of operations of the Company and the Company Subsidiaries cash flows for the periods then endedended (subject, in each case, to normal and recurring year-end audit adjustments in the case of any unaudited interim financial statements, none of which, individually or in the aggregate, will be material). The Financial Statements and Interim Financial Statements were Such consolidated financial statements have been prepared in accordance with GAAP in all material respects (except as set forth on Schedule 2.2(a), for from the absence books and records of footnotes Apple and subject to audit adjustments, year-end adjustments and any other adjustments described therein). Notwithstanding the foregoing, any inaccuracy with respect to items included in the Financial Statements or the Interim Financial Statements that arises solely from or relates solely to the Excluded Assets, Excluded Liabilities or the Excluded Business shall not be deemed to be a breach of this Section 2.2(a)its Subsidiaries. (b) At ClosingFrom January 1, neither the Company nor any Acquired Subsidiary will have any liabilities required under GAAP 2020 to be reflected on a consolidated balance sheet of the Company and the Acquired Subsidiaries prepared in accordance with GAAP, except for liabilities: (i) reflected or reserved for on the Balance Sheet; (ii) disclosed or reflected in any notes thereto or the Disclosure Schedule; (iii) incurred in the Ordinary Course of Business since the date of this Agreement, Apple has not received written notice from the Balance Sheet; (iv) taken into account in SEC, the calculation of Final Closing Date Net Working Capital; or (v) Excluded Liabilities. (c) As of ClosingFCA, no Seller the FRC 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, the FCA, the FRC or any other Governmental Authority. Since January 1, 2020 to the date of this Agreement, neither Apple nor any Subsidiary of Apple has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Apple or any Subsidiary of Apple or their respective Affiliates (other than the Company or any Acquired Subsidiary) will have any outstanding indebtedness to the Company or any Acquired Subsidiary, and neither the Company nor any Acquired Subsidiary will have any outstanding indebtedness to any Seller or any of their respective Affiliates (other than the Company or any Acquired Subsidiary), other than (i) indebtedness owed to Sellers or any of their respective Affiliates (other than the Company or any Acquired Subsidiary) included among the Closing Date Debt to be discharged at Closing, (ii) indebtedness owed to the Company or any Acquired Subsidiary by Sellers or any of their respective Affiliates (other than the Company or any Acquired Subsidiary) that is to be discharged at Closing in connection with the Separation Transactions, (iii) indebtedness with respect to reimbursement of customary employment related expenses and (iv) obligations arising after the Closing Date pursuant to the Contracts set forth on Schedule 2.2(c)internal accounting controls.