Common use of Financial Statements of the Business Clause in Contracts

Financial Statements of the Business. (a) On or before the date hereof, Seller shall have provided to Buyer and its accounting advisors such financial information related to the Purchased Business as Buyer has requested to enable it to determine whether Buyer is or would be required to include separate financial statements of the Purchased Business for any periods prior to Closing in the reports filed by Buyer with the SEC under the Exchange Act, or in a registration statement filed by Buyer with the SEC under the Securities Act, pursuant to Rule 3-05 of Regulation S-X. The information so provided has included or will include an internally prepared unaudited statement of revenues and direct operating expenses and a statement of acquired assets and liabilities as of and for the year ended December 31, 2006 and the nine months ended September 30, 2007 (the “Financial Information”). The Financial Information has been or will be certified by an officer of Seller that (i) the financial data reflected therein was derived from the books and records of Seller, (ii) the revenues of the Purchased Business reflected therein are presented on a basis consistent with GAAP and Seller’s standard accounting policies and procedures, and (iii) the costs reflected therein constitute the costs of Seller directly involved in and specifically identifiable to the revenue producing activity of the Purchased Business, as determined in the reasonable judgment of Seller and, as applicable, based on the allocation methodologies referenced in the notes to the Financial Information. (b) Following delivery of the Financial Information to Buyer, Seller will provide to Buyer reasonable access to the records used by Seller, and Seller’s independent registered public accounting firm, will be available to address any questions of Buyer and Buyer’s accounting advisors pertaining to the Financial Information and the basis of preparation thereof. (c) If Buyer, after consultation with its counsel, determines in good faith that Buyer is required to file the financial statements identified in this clause (c) with the SEC, Buyer shall promptly file with the SEC a request for the SEC’s concurrence with filing certain abbreviated financial statements (such financial statements to include audited statement of revenues and direct operating and an audited statement of acquired assets and liabilities) in lieu of the full financial statements otherwise required by Rule 3-05 of Regulation S-X. Such abbreviated financial statements and such other information required by the SEC in response to the waiver letter are referred to herein as the “Audited Financial Statements.” Seller shall as promptly as practicable (i) retain its independent auditors to provide to Buyer the Audited Financial Statements, and (ii) use all commercially reasonable efforts to cause such auditors to consent to the inclusion of such financial statements in the Buyer’s filings with the SEC, including on Form 8-K (or any amendments thereto) or such other form reasonably determined by Buyer, including by providing such auditors with a reasonable and customary representation letter in connection therewith. Seller shall use its commercially reasonable efforts to deliver the Audited Financial Statements and such auditor’s consent by no later than the sixtieth (60th) day following the Closing and thereafter Seller shall use its commercially reasonable efforts to cause such auditors to deliver such consents to Buyer as Buyer may reasonably require in connection with its reporting and disclosure obligations under the Exchange Act and the Securities Act, such efforts to include providing such auditors with a reasonable and customary representation letter in connection therewith. Buyer shall pay all of Seller’s reasonable costs incurred under this Section 5.15(c). In the event that Buyer is required to comply with Article 11 of Regulation S-X, Seller will use its reasonable commercial efforts to assist Buyer and provide such financial information related to the Purchased Business as Buyer reasonably deems to be necessary to enable Buyer to comply with such regulation. (d) In the event that the SEC makes any review or inquiry to Buyer with respect to financial information of the Purchased Business, including any such inquiry regarding audited financial statements of the Purchased Business as set forth in Section 5.15(a), or requires any such audited financial statements to be filed, as promptly as practicable after being notified by Buyer of such review or inquiry, Seller will provide such reasonable cooperation and assistance as may be required by Buyer in responding to such review, inquiry or requirement in a manner consistent with this Section 5.15.

Financial Statements of the Business. (a) On or before As soon as practicable, but in any event within ten (10) Business Days after the date hereofof this Agreement, Seller shall have provided will provide to Buyer and its accounting advisors such financial information related to the Purchased Business as Buyer has requested reasonably requests in writing to enable it to determine whether Buyer is or would be required to include separate financial statements of the Purchased Business for any periods prior to Closing in the reports filed by Buyer with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or in a registration statement filed by Buyer with the SEC under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Rule 3-05 of Regulation S-X. X; provided that Seller has such financial information in its possession or is able to derive such financial information from the books and records of Seller. The information so provided has included or will include an internally prepared unaudited statement of revenues and direct operating expenses and a statement of acquired assets and liabilities as of and for the year ended December 31, 2006 and the nine months ended September 30, 2007 2006 (the “Financial Information”). The Financial Information has been or will be certified by an officer of Seller that (i) the financial data reflected therein was derived from the books and records of Seller, (ii) the revenues of the Purchased Mobility Business reflected therein are presented on a basis consistent with GAAP and Seller’s standard accounting policies and procedures, and (iii) the costs reflected therein constitute the costs of Seller directly involved in and specifically identifiable to the revenue producing activity of the Purchased Mobility Business, as determined in the reasonable judgment of Seller and, as applicable, based on the allocation methodologies referenced in the notes to the Financial Information. Seller will also provide to Buyer and its accounting advisors a written explanation of Seller’s good faith determination that the preparation of a statement of operations and balance sheet of the Mobility Business for the year ended September 30, 2006 is impracticable. (b) Following delivery of the Financial Information to Buyer, Seller will provide to Buyer reasonable access to the records used by Seller, and Seller’s independent registered public accounting firm, will be available to address any questions of Buyer and Buyer’s accounting advisors pertaining to the Financial Information and the basis of preparation thereof. (c) If Buyer, after consultation with its counsel, Buyer determines in good faith that Buyer is required to file the financial statements identified in this clause (c) with the SECSEC and Seller has delivered the explanation identified in Section 5.15(a), Buyer shall promptly file with the SEC a request for the SEC’s concurrence with filing certain abbreviated financial statements (such financial statements to include audited statement of revenues and direct operating and an audited statement of acquired assets and liabilities) in lieu of the full financial statements otherwise required by Rule 3-05 of Regulation S-X. Such abbreviated financial statements and such other information required by the SEC in response to the waiver letter are referred to herein as the “Audited Financial Statements.” ”. Seller shall as promptly as practicable (i) retain its independent auditors to provide to Buyer the Audited Financial Statements, and (ii) use all commercially reasonable efforts to cause such auditors to consent to the inclusion of such financial statements in the Buyer’s filings with the SEC, including on Form 8-K K, Form 20-F (or any amendments thereto) or such other form reasonably determined by Buyer, including by providing such auditors with a reasonable and customary representation letter in connection therewith. Seller shall use its commercially reasonable efforts to deliver the Audited Financial Statements and such auditor’s consent by no later than the sixtieth (60th) day following the Closing and thereafter Seller shall use its commercially reasonable efforts to cause such auditors to deliver such consents to Buyer as Buyer may reasonably require in connection with its reporting and disclosure obligations under the Exchange Act and the Securities Act, such efforts to include providing such auditors with a reasonable and customary representation letter in connection therewith. Buyer shall pay all of Seller’s reasonable costs incurred under this Section 5.15(c). In the event that Buyer is required to comply with Article 11 of Regulation S-X, Seller will use its reasonable commercial efforts to assist Buyer and provide such financial information related to the Purchased Mobility Business as Buyer reasonably deems to be necessary to enable Buyer to comply with such regulation. (d) In the event that the SEC makes any review or inquiry to Buyer with respect to financial information of the Purchased Mobility Business, including any such inquiry regarding audited financial statements of the Purchased Mobility Business as set forth in Section 5.15(a), or requires any such audited financial statements to be filed, as promptly as practicable after being notified by Buyer of such review or inquiry, Seller will provide such reasonable cooperation and assistance as may be required by Buyer in responding to such review, inquiry or requirement in a manner consistent with this Section 5.15.

Financial Statements of the Business. (a) On or before the date hereof, The Seller shall have provided to Buyer and its accounting advisors such financial information related has delivered to the Purchased Business as Buyer has requested to enable it to determine whether Buyer is or would be required to include separate financial statements Purchaser an unaudited balance sheet of the Purchased Business for any periods prior to Closing in (the reports filed by Buyer with “Balance Sheet”) as of November 30, 2013 (the SEC under the Exchange Act, or in a registration statement filed by Buyer with the SEC under the Securities Act, pursuant to Rule 3-05 of Regulation S-X. The information so provided has included or will include “Balance Sheet Date”) and an internally prepared unaudited statement of revenues operations and direct operating expenses statement of cash flows of the Business for the eleven months ended on the Balance Sheet Date and a balance sheet of the Business as of December 31, 2012 and December 31, 2011 and a statement of acquired assets operations and liabilities as statement of and cash flows of the Business for the year fiscal years ended December 31, 2006 2012 and the nine months ended September 30December 31, 2007 2011 (collectively, the “Financial InformationStatements”). , a copy of each of which is included in Schedule 3.10(a) of the Seller Disclosure Letter. (b) The Financial Information has been or will be certified by an officer of Seller that Statements: (iA) the financial data reflected therein was are derived from and in accordance with the books and records of Sellerthe Seller pertaining to the Business, (iiB) the revenues have been prepared in accordance with GAAP, except as described in Schedule 3.10(b) of the Purchased Business reflected therein are presented Seller Disclosure Letter (GAAP, so qualified by Schedule 3.10(b) of the Seller Disclosure Letter, the “Accounting Principles”), applied on a consistent basis consistent with GAAP and Seller’s standard accounting policies and proceduresthroughout the periods indicated, and (iiiC) fairly present in all material respects the costs reflected therein constitute the costs of Seller directly involved in and specifically identifiable to the revenue producing activity financial condition of the Purchased Business, as determined in Business at the reasonable judgment dates therein indicated and the results of Seller and, as applicable, based on the allocation methodologies referenced in the notes to the Financial Information. (b) Following delivery operations and cash flows of the Financial Information to Buyer, Seller will provide to Buyer reasonable access to Business for the records used by Seller, and Seller’s independent registered public accounting firm, will be available to address any questions of Buyer and Buyer’s accounting advisors pertaining to the Financial Information and the basis of preparation thereofperiods therein specified. (c) If Buyer, after consultation The Seller does not have any Liabilities with its counsel, determines in good faith that Buyer is required to file the financial statements identified in this clause (c) with the SEC, Buyer shall promptly file with the SEC a request for the SEC’s concurrence with filing certain abbreviated financial statements (such financial statements to include audited statement of revenues and direct operating and an audited statement of acquired assets and liabilities) in lieu of the full financial statements otherwise required by Rule 3-05 of Regulation S-X. Such abbreviated financial statements and such other information required by the SEC in response respect to the waiver letter are referred to herein as the “Audited Financial Statements.” Seller shall as promptly as practicable Business of any nature other than those (i) retain its independent auditors to provide to Buyer set forth or adequately provided for in the Audited Financial StatementsBalance Sheet, and (ii) use all commercially reasonable efforts to cause such auditors to consent to the inclusion of such financial statements incurred in the Buyer’s filings with conduct of the SEC, including on Form 8-K (or any amendments thereto) or such other form reasonably determined by Buyer, including by providing such auditors with a reasonable and customary representation letter in connection therewith. Seller shall use its commercially reasonable efforts to deliver the Audited Financial Statements and such auditor’s consent by no later than the sixtieth (60th) day following the Closing and thereafter Seller shall use its commercially reasonable efforts to cause such auditors to deliver such consents to Buyer as Buyer may reasonably require in connection with its reporting and disclosure obligations under the Exchange Act and the Securities Act, such efforts to include providing such auditors with a reasonable and customary representation letter in connection therewith. Buyer shall pay all of Seller’s reasonable costs incurred under this Section 5.15(c). In operation of the event Business since the Balance Sheet Date in the Ordinary Course of Business which are of the type that Buyer is required to comply with Article 11 ordinarily recur and, individually or in the aggregate, are not material in nature or amount, or (iii) set forth on Schedule 3.10(c) of Regulation S-X, the Seller will use its reasonable commercial efforts to assist Buyer and provide such financial information related to the Purchased Business as Buyer reasonably deems to be necessary to enable Buyer to comply with such regulationDisclosure Letter. (d) In The Seller maintains a standard system of accounting established and administered in accordance with GAAP. The Seller maintains a system of internal accounting controls for the event Business sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the SEC makes any review or inquiry to Buyer recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to financial information any differences. (e) The accounts receivable shown on the Balance Sheet arose from bona fide transactions in the Ordinary Course of Business. Allowances for doubtful accounts and warranty returns are adequate and have been prepared in accordance with the Accounting Principles consistently applied and in accordance with the Seller’s past practices. The accounts receivable of the Purchased Business arising after the Balance Sheet Date and before the Closing Date arose or will arise in the Ordinary Course of Business. None of the accounts receivable of the Business is subject to any material claim of offset, including recoupment, setoff or counterclaim, and the Seller has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such inquiry regarding audited financial statements claim. No material amount of accounts receivable of the Purchased Business is contingent upon the performance by the Seller of any obligation or Contract other than normal warranty repair and replacement. Except as set forth in Section 5.15(a)on Schedule 3.10(e)(i) of the Seller Disclosure Letter, or requires no Person has any such audited financial statements to be filed, as promptly as practicable after being notified by Buyer Lien on any of such review accounts receivable, and no agreement for deduction or inquirydiscount has been made with respect to any of such accounts receivable. Schedule 3.10(e)(ii) of the Seller Disclosure Letter sets forth the amounts of accounts receivable of the Business which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made during the 12 months preceding the Agreement Date, Seller will provide including the type and amounts of such reasonable cooperation and assistance as may be required by Buyer in responding to such review, inquiry or requirement in a manner consistent with this Section 5.15claims.