Common use of Financial Statements; Books and Records; Accounts Receivable Clause in Contracts

Financial Statements; Books and Records; Accounts Receivable. (i) NextTrip has delivered to Sigma the financial statements attached as Section 4.12(a)(i) of the NextTrip Disclosure Schedule hereto (the “NextTrip Financial Statements”). The NextTrip Financial Statements fairly present in all material respects the financial position of NextTrip as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. (ii) The books and records of NextTrip are complete and correct in all material respects and have been maintained in accordance with sound business practices consistent with industry standards. (iii) The accounts receivable of NextTrip are reflected on the books and records of NextTrip and represent valid obligations arising from the sale of products or performance of services in the Ordinary Course of Business. To the Knowledge of NextTrip, the accounts receivable are current and collectible, net of the respective reserves established on NextTrip’s books and records in accordance with past practices consistently applied. To the Knowledge of NextTrip, there is no contest, claim or right of set-off under any Contract relating to accounts receivable with respect to the amount or validity of such accounts receivable. Section 4.12(a)(iii) of the NextTrip Disclosure Schedule sets forth a complete and accurate aging report of such accounts receivable.

Financial Statements; Books and Records; Accounts Receivable. (a) Schedule 3.6 contains true, correct and complete copies with respect to each Seller and Seller Owner of: (i) NextTrip has delivered to Sigma the financial statements attached as Section 4.12(a)(i) audited balance sheets of such Seller for each of the NextTrip Disclosure Schedule hereto fiscal years ended December 31, 2020 and 2021 and the related unaudited consolidated statements of income and of cash flows (the “NextTrip Annual Financial Statements”); (ii) the audited balance sheet of such Seller at December 31, 2022 and the related consolidated statements of income and cash flows of such Seller for the two-month period then ended (the “Interim Financial Statements”, collectively with the Annual Financial Statements, the “Financial Statements”). The NextTrip Except in the case of unaudited financial statements, for the absence of notes, the Financial Statements Statements: (i) have been prepared in accordance with GAAP and fairly present in all material respects the financial position of NextTrip as of and for the dates thereof and the position, results of operations and cash flows of such Seller as at the dates and for the periods then endedindicated therein, subject, and (ii) are consistent with the books and records of such Seller maintained in the case ordinary course of unaudited statements, to normal, immaterial, year-end audit adjustmentsbusiness. (iib) The books of account and other business records of each Seller, all of which have been previously delivered to Purchaser and its representatives, are accurate and complete in all material respects. The books and records of NextTrip are complete each Seller accurately reflect the assets, liabilities, financial condition and correct in all material respects results of operations of the Business and have been maintained in accordance with sound good business practices consistent with industry standardsand bookkeeping practices. (iiic) The accounts receivable Each Seller maintains systems of NextTrip internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to present accurately and fairly in all material respects the financial condition of such Seller. (d) All receivables reflected on in the books and records of NextTrip and represent valid obligations arising balance sheet in the Interim Financial Statements (the “Reference Balance Sheet”), or which have arisen from the sale conduct of products or performance the Business since the date of services the Reference Balance Sheet (the “Reference Balance Sheet Date”), are valid and have arisen only from bona fide, arms-length transactions entered into in the Ordinary Course ordinary course of Businessbusiness consistent with past practices, and are not subject to defeasance, offset or any counterclaim and are good and collectible within ninety (90) days from the Closing Date. To the Knowledge of NextTrip, the accounts receivable are current and collectibleSuch receivables, net of the respective reserves established on NextTrip’s books and records adequate reserves, are fairly presented in accordance with past practices GAAP, consistently appliedapplied in the Financial Statements. To No Seller has accepted any prepayment or other payment for products to be delivered or services to be performed on or after the Knowledge of NextTrip, there is no contest, claim Closing Date. No Seller has any issued and outstanding invoices for payments due in consideration for services not yet rendered or right of set-off under any Contract relating to accounts receivable with respect to the amount or validity of such accounts receivable. Section 4.12(a)(iii) goods not yet delivered as of the NextTrip Disclosure Schedule sets forth a complete and accurate aging report of such accounts receivableClosing Date.

Financial Statements; Books and Records; Accounts Receivable. (a) Seller has provided Purchaser true and complete copies of: (i) NextTrip has delivered to Sigma the financial statements attached as Section 4.12(a)(i) unaudited balance sheets of the NextTrip Disclosure Schedule hereto Business as operated by Seller for each of the fiscal years ended September 30, 2013 and 2012 and the related unaudited statements of income (the “NextTrip Annual Financial Statements”); (ii) the unaudited balance sheet of the Business as operated by Seller (the “Reference Balance Sheet”) at June 30, 2014 (the “Reference Balance Sheet Date”) and the related statement of income for the interim period then ended (the “Interim Financial Statements”, collectively with the Annual Financial Statements, the “Financial Statements”). The NextTrip Except as set forth on Schedule 3.4(a), the Financial Statements: (i) are true, complete and correct; (ii) have been prepared in accordance with GAAP, except that the Interim Financial Statements are subject to normal and customary changes resulting from year-end adjustments and the Financial Statements lack footnote disclosure, and fairly present in all material respects the financial position and results of NextTrip operations of the Business as of at the dates and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. (ii) The books and records of NextTrip are complete and correct in all material respects and have been maintained in accordance with sound business practices consistent with industry standards. indicated therein; (iii) The accounts receivable are reflective of NextTrip all the direct costs of the Business other than the changes in the LIFO reserve, which have been excluded; and (iv) are reflected on reflective of the books and records of NextTrip and represent valid obligations arising from the sale of products or performance of services Business maintained in the Ordinary Course ordinary course of Business. To business and do not reflect any manual adjustments other than the Knowledge pro forma adjustments that were made to selling and administrative expense to present these costs on a stand-alone basis. (b) Purchaser has been provided the books of NextTrip, the accounts receivable are current account and collectible, net other business records of the respective reserves established on NextTrip’s books and records in accordance with past practices consistently applied. To the Knowledge of NextTrip, there is no contest, claim or right of set-off under any Contract relating to accounts receivable with respect Seller related to the amount or validity Business, all of such accounts receivable. Section 4.12(a)(iii) of which are accurate and complete in all material respects other than the NextTrip Disclosure Schedule sets forth changes in the LIFO reserve, which have been excluded and the pro forma adjustments that were made to selling and administrative expense to present these costs on a complete and accurate aging report of such accounts receivablestand-alone basis.

Financial Statements; Books and Records; Accounts Receivable. (i) NextTrip has delivered On or before the August 15, 2017, the Company will deliver to Sigma the HRD (A) combined financial statements of the Company for the years ended December 31, 2016 and December 31, 2015; which have been audited by an independent public accounting the Shareholder firm; and (B) unaudited combined financial statements of the Company for the six months ended June 30, 2017 and June 30, 2016, which shall, upon delivery, be deemed to be attached hereto as Section 4.12(a)(i2.1(j)(i) of the NextTrip Company Disclosure Schedule hereto as of the Effective Date (the “NextTrip Company Financial Statements”). The NextTrip Company Financial Statements have been prepared in accordance with the Company’s historical accounting practices consistently applied during the periods involved and fairly present in all material respects the financial position of NextTrip the Company on a combined basis as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. (ii) The books and records of NextTrip the Company are complete and correct in all material respects and have been maintained in accordance with sound business practices consistent with industry standardsrespects. (iii) The Section 2.1(j)(iii) of the Company Disclosure Schedule sets forth a true and correct listing, description and aging report of the accounts receivable of NextTrip are reflected the Company Business as of the close of business on the books date set forth therein (the “Accounts Receivable”). The Accounts Receivable reflected thereon are or will be, to the extent not previously collected in full, true and records of NextTrip and represent valid obligations arising from the sale of products sales actually made or performance of services actually performed in the Ordinary Course ordinary course of Businessbusiness consistent with past practices and owed to the Company by unaffiliated third parties. To Except as set forth in Section 2.1(j)(iii) of the Knowledge of NextTripCompany Disclosure Schedule, the Company has not permitted or agreed to any extension in the time for billing or payment of any such accounts receivable other than in the ordinary course of business consistent with past practice. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible, net of the respective reserves established shown on NextTrip’s books the balance sheets contained in the Company Financial Statements (which reserves, as of the Effective Date are, and records in accordance as of the Closing Date will be adequate and calculated consistent with past practices consistently appliedpractices). To Subject to such reserves, each of the Knowledge of NextTripAccounts Receivable either has been or will be collected in full, there without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim claim, or right of set-off under any Contract with any obligor of an Account Receivable relating to accounts receivable with respect to the amount or validity of such accounts receivable. Section 4.12(a)(iii) of the NextTrip Disclosure Schedule sets forth a complete and accurate aging report of such accounts receivableAccount Receivable.

Financial Statements; Books and Records; Accounts Receivable. (a) The Company has delivered to Alarm copies of: (i) NextTrip has delivered to Sigma the financial statements attached as Section 4.12(a)(i) audited balance sheets of the NextTrip Disclosure Schedule hereto Company for the fiscal year ended December 31, 2011 and the related unaudited statements of income and of cash flows (ii) the unaudited balance sheets of the Company for the fiscal year ended December 31, 2012 and the related unaudited statements of income and of cash flows (the “NextTrip Annual Financial Statements”). The NextTrip ; (iii) the unaudited balance sheet of the Company at March 31, 2013 and the related consolidated statements of income and cash flows of the Company for the three-month period then ended (the “Interim Financial Statements Statements”, collectively with the Annual Financial Statements, the “Financial Statements”). (b) Except in the case of unaudited financial statements, for the absence of notes and subject to normal year-end adjustments, the Financial Statements: (i) have been prepared in accordance with GAAP, consistently applied, and fairly present in all material respects the financial position of NextTrip as of and for the dates thereof and the position, results of operations and cash flows of the Company as at the dates and for the periods then endedindicated therein, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. and (ii) The books and records of NextTrip are complete and correct in all material respects and have been maintained in accordance with sound business practices consistent with industry standards. (iii) The accounts receivable of NextTrip are reflected on the books and records of NextTrip the Company maintained in the ordinary course of business. (c) The respective minute and represent valid obligations arising corporate or company books of the Company, and the books of account and other business records of the Company, all of which have been previously delivered to Alarm and its representatives, are accurate and complete in all material respects. (d) All receivables reflected in the balance sheet in the Interim Financial Statements (the “Reference Balance Sheet”), or which have arisen from the sale conduct of products or performance the business of services the Company since the date of the Reference Balance Sheet (the “Reference Balance Sheet Date”), are valid and have arisen only from bona fide, arms-length transactions entered into in the Ordinary Course ordinary course of Businessbusiness consistent with past practices, are collectible in accordance with their terms and are not subject to defease, offset or any counterclaim. To the Knowledge of NextTripExcept as set forth on Schedule 4.6(d), the accounts receivable are current and collectiblesuch receivables, net of the respective reserves established on NextTrip’s books and records reserves, are fairly presented in accordance with past practices GAAP, consistently applied, in the Financial Statements. To Except as set forth on Schedule 4.6(d), the Knowledge of NextTripCompany has not accepted any prepayment or other payment for products to be delivered or services to be performed on or after the Closing Date. Except as set forth on Schedule 4.6(d), there is no contest, claim the Company does not have any issued and outstanding invoices for payments due in consideration for services not yet rendered or right of set-off under any Contract relating to accounts receivable with respect to the amount or validity of such accounts receivable. Section 4.12(a)(iii) goods not yet delivered as of the NextTrip Disclosure Schedule sets forth a complete and accurate aging report of such accounts receivableClosing Date.

Financial Statements; Books and Records; Accounts Receivable. Schedule 4.10 of the CSC Disclosure Schedules sets forth CSC’s (i) NextTrip has delivered to Sigma audited consolidated balance sheets as of December 31, 2013, December 31, 2012 and December 31, 2011 and the financial related consolidated statements attached as Section 4.12(a)(iof income, cash flow and stockholders’ equity for the twelve (12) of the NextTrip Disclosure Schedule hereto month periods then ended (the “NextTrip Financial StatementsYear-End Financials”), and (ii) an unaudited consolidated balance sheet as of March 31, 2014 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the three (3) months then ended (the “Interim Financials”). The NextTrip Financial Statements fairly present in all material respects the financial position of NextTrip as of and for the dates thereof Year-End Financials and the results of operations and cash flows for Interim Financials (collectively referred to as the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. (ii“Financial Statements”) The books and records of NextTrip are complete true and correct in all material respects and have been maintained prepared in accordance with sound business practices GAAP consistently applied on a consistent basis throughout the periods indicated and consistent with industry standardseach other (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financial Statements present fairly CSC’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. CSC’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet. (iii) ” The accounts receivable of NextTrip are reflected on the books and records of NextTrip CSC have been, and represent valid obligations arising from the sale of products or performance of services are being, maintained in the Ordinary Course of Business. To the Knowledge of NextTrip, the accounts receivable are current and collectible, net of the respective reserves established on NextTrip’s books and records all material respects in accordance with past practices consistently applied. To good business practice and all applicable Laws and accounting requirements and the Knowledge of NextTrip, there is no contest, claim or right of set-off under any Contract relating to accounts receivable Financial Statements are consistent with respect to the amount or validity of such accounts receivable. Section 4.12(a)(iii) of the NextTrip Disclosure Schedule sets forth a complete books and accurate aging report of such accounts receivablerecords.