Common use of Financial Statements; SEC Filings Clause in Contracts

Financial Statements; SEC Filings. (a) True and complete copies of the FEMSA Cerveza Financial Statements are included in the FEMSA Disclosure Letter (other than the FEMSA Cerveza Financial Statements and its Subsidiaries as at December 31, 2009, which shall be provided to the Heineken Parties as required by Section 2.2(a) hereof). The FEMSA Cerveza Financial Statements have been or, for 2009, will be, prepared in accordance with Mexican Financial Reporting Standards (“Mexican FRS”) applied on a consistent basis (except as stated in the notes thereto) and have been, or will be, as applicable, prepared based on the books and records of FEMSA Cerveza and its Subsidiaries regularly maintained by FEMSA’s management to prepare the audited financial statements of FEMSA in accordance with Mexican FRS standards, principles and practices and in accordance with the policies and principles stated in FEMSA’s financial statements, in each case applied on a consistent basis throughout the periods indicated and on that basis fairly present, in all material respects, the consolidated financial position, results of operations and cash flows, the consolidated balance sheets and the consolidated statements of income and of changes in financial position and stockholders’ equity of FEMSA Cerveza and its consolidated Subsidiaries as of the dates and for the periods referred to therein. (b) The amounts of consolidated Working Capital of FEMSA Cerveza and its Subsidiaries as of the date hereof are consistent with the historical practice of Working Capital of FEMSA Cerveza and its Subsidiaries and, as of the date hereof, are sufficient for the maintenance of operations of the Company and the Company Subsidiaries in the ordinary course and the consolidated Working Capital, Cash and Net Debt of FEMSA Cerveza and its Subsidiaries have been managed only in the ordinary course since the Balance Sheet Date. (c) FEMSA has heretofore made available to Heineken, true and complete copies of all forms, reports, schedules, statements and other documents filed by FEMSA with the SEC since January 1, 2007 (all such filed documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “FEMSA SEC Filings”). (d) Neither the Company nor any Company Subsidiary is required to file any form, report, schedule, statement or other document with the SEC.

Financial Statements; SEC Filings. (a) True XsunX has delivered to Buyer (by public filing with or furnishing to the SEC or otherwise) the following financial statements relating to XsunX prior to the Closing (the “XsunX Financial Statements”): (i) the audited balance sheet of XsunX as of September 30, 2019 and complete copies 2018, and (ii) the audited statements of income for the years ended September 30, 2019 and 2018. Except as stated therein or in the notes thereto, the XsunX Financial Statements: (a) present fairly the financial position of XsunX as of the FEMSA Cerveza Financial Statements are included respective dates thereof and the results of operations and changes in financial position of XsunX for the FEMSA Disclosure Letter respective periods covered thereby; and (other than the FEMSA Cerveza Financial Statements and its Subsidiaries as at December 31, 2009, which shall be provided to the Heineken Parties as required by Section 2.2(ab) hereof). The FEMSA Cerveza Financial Statements have been or, for 2009, will be, prepared in accordance with Mexican Financial Reporting Standards (“Mexican FRS”) applied on a consistent basis (except as stated in the notes thereto) and have been, or will be, as applicable, prepared based on the books and records of FEMSA Cerveza and its Subsidiaries regularly maintained by FEMSAXsunX’s management to prepare the audited financial statements of FEMSA in accordance with Mexican FRS standards, principles and normal business practices and in accordance with the policies and principles stated in FEMSA’s financial statements, in each case applied on a consistent basis throughout the periods indicated and on that basis fairly present, in all material respects, the consolidated financial position, results of operations and cash flows, the consolidated balance sheets and the consolidated statements of income and of changes in financial position and stockholders’ equity of FEMSA Cerveza and its consolidated Subsidiaries as of the dates and for the periods referred to thereincovered. (b) The amounts of consolidated Working Capital of FEMSA Cerveza XsunX and its Subsidiaries as of the date hereof are consistent with the historical practice of Working Capital of FEMSA Cerveza and its Subsidiaries and, as of the date hereof, are sufficient for the maintenance of operations of the Company and the Company Subsidiaries in the ordinary course and the consolidated Working Capital, Cash and Net Debt of FEMSA Cerveza and its Subsidiaries Seller have been managed only in the ordinary course since the Balance Sheet Date. (c) FEMSA has heretofore made available to Heineken, Buyer (by public filing with or furnishing to the SEC or otherwise) a true and complete copies copy of all formseach report, reportsschedule, schedules, statements registration statement and other documents definitive proxy statement filed or furnished by FEMSA XsunX with the SEC since January 1, 2007 2016 (all such filed documents, together with all exhibits and schedules thereto and all information incorporated therein by referencethe “XsunX SEC Documents”). As of their respective dates, the “FEMSA XsunX SEC Filings”Documents (other than preliminary materials) complied in all material respects with the requirements of the Securities Act of 1933 or the Securities Exchange Act of 1934, as the case may be, and the rules and regulations of the SEC thereunder applicable to such XsunX SEC Documents and none of the XsunX SEC Documents, at the time of filing with the SEC or being furnished to the SEC (or effectiveness in the case of registration statements). (d) Neither , contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the Company nor statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later XsunX SEC Documents filed or furnished and publicly available prior to the date of this Agreement. As of the date of this Agreement and except as previously made available to Buyer, XsunX does not have any Company Subsidiary outstanding and unresolved comments from the SEC with respect to the XsunX SEC Documents. No subsidiary of XsunX is required to file any form, report, schedule, statement form or other document report with the SEC. (c) XsunX has made available to Buyer true, complete and correct copies of all written correspondence between the SEC on the one hand, and XsunX, on the other hand, since January 1, 2016. At all applicable times, XsunX has to its knowledge complied in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 and any applicable rules and regulations thereunder, as amended from time to time, and the applicable listing and corporate governance rules of the principal securities market on which the Common Stock of XsunX is traded as of the date hereof.

Financial Statements; SEC Filings. (a) True Company has delivered to Buyer the unaudited consolidated balance sheet of Company as of December 31, 1999 and the consolidated statements of income, shareholders' equity and cash flows for the years ended December 31, 1999 and 1998. All financial statements delivered pursuant to this Section 2.6(a) are in accordance with the books and records of Company and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods indicated. All consolidated balance sheets included in such financial statements present fairly in all material respects the consolidated financial position of Company as of the dates thereof. Except as and to the extent reflected or reserved against in such consolidated balance sheet (including the notes thereto), as of December 31, 1999, Company did not have any liabilities or obligations (absolute or contingent) of a nature required by generally accepted accounting principles to be reflected in a consolidated balance sheet as of such date. All consolidated statements of income present fairly in all material respects the consolidated results of operations of Company for the periods indicated. All accounts receivable appearing on such consolidated balance sheet arose from bona fide sales of products or services in the ordinary course of business consistent with past practice and are current and collectible in the amounts appearing thereon, net of any allowances for bad debts and customer returns. All inventories appearing on such consolidated balance sheet are owned by Company or its Subsidiaries free and clear of any liens or encumbrances and are of merchantable quality and in good condition and, to the extent such inventories are not of merchantable quality or in good condition, appropriate reserves have been provided therefor. Since December 31, 1999, Company has not made any changes in the accounting principles it has followed theretofore in preparing its consolidated financial statements, and all transactions have been recorded in Company's accounting records in the same manner as theretofore. (b) Since January 1, 1998, Company has filed with the SEC all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under the Securities Act, the Exchange Act and the respective rules and regulations thereunder (such forms, statements, reports and documents are collectively referred to as the "Company SEC Filings"). Company has delivered or made available to Buyer accurate and complete copies of all of the FEMSA Cerveza Financial Statements are included in the FEMSA Disclosure Letter Company SEC Filings. (other than the FEMSA Cerveza Financial Statements c) As of their respective dates, (i) each of Company's past Company SEC Filings was, and each of its Subsidiaries as at December 31, 2009, which shall be provided to the Heineken Parties as required by Section 2.2(a) hereof). The FEMSA Cerveza Financial Statements have been or, for 2009, future Company SEC Filings will be, prepared in accordance with Mexican Financial Reporting Standards (“Mexican FRS”) applied on a consistent basis (except as stated in the notes thereto) and have been, or will be, as applicable, prepared based on the books and records of FEMSA Cerveza and its Subsidiaries regularly maintained by FEMSA’s management to prepare the audited financial statements of FEMSA in accordance with Mexican FRS standards, principles and practices and in accordance with the policies and principles stated in FEMSA’s financial statements, in each case applied on a consistent basis throughout the periods indicated and on that basis fairly present, compliance in all material respects, respects with the consolidated financial position, results applicable requirements of operations and cash flows, the consolidated balance sheets Securities Act and the consolidated Exchange Act; and (ii) none of its past Company SEC Filings did, and none of its future Company SEC Filings will, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements of income and of changes therein, in financial position and stockholders’ equity of FEMSA Cerveza and its consolidated Subsidiaries as light of the dates and for the periods referred to therein. (b) The amounts of consolidated Working Capital of FEMSA Cerveza and its Subsidiaries as of the date hereof are consistent with the historical practice of Working Capital of FEMSA Cerveza and its Subsidiaries andcircumstances under which they were made, as of the date hereof, are sufficient for the maintenance of operations of the Company and the Company Subsidiaries in the ordinary course and the consolidated Working Capital, Cash and Net Debt of FEMSA Cerveza and its Subsidiaries have been managed only in the ordinary course since the Balance Sheet Date. (c) FEMSA has heretofore made available to Heineken, true and complete copies of all forms, reports, schedules, statements and other documents filed by FEMSA with the SEC since January 1, 2007 (all such filed documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “FEMSA SEC Filings”)not misleading. (d) Neither the Except as set forth on Schedule 2.6(d), neither Company nor any Company Subsidiary of its Subsidiaries is required obligated to file any form, report, schedule, statement make earnout payments or other document with similar payments of cash or securities arising from completed acquisitions of businesses by Company and its Subsidiaries to the SECformer owners of such businesses.

Financial Statements; SEC Filings. (a) True To the knowledge of DEAC, DEAC's financial statements contained in its periodic reports filed with the Securities and complete copies Exchange Commission ( "SEC" and the "Financial Statements") (a) complied as to form in all material respects with the published rules and regulations of the FEMSA Cerveza Financial Statements are included SEC in effect at the FEMSA Disclosure Letter time of filing; (other than the FEMSA Cerveza Financial Statements and its Subsidiaries as at December 31, 2009, which shall be provided to the Heineken Parties as required by Section 2.2(ab) hereof). The FEMSA Cerveza Financial Statements have been or, for 2009, will be, prepared in accordance with Mexican Financial Reporting Standards (“Mexican FRS”) applied on a consistent basis (except as stated generally accepted accounting principles applicable in the notes theretoUnited States of America ("U.S. GAAP") and have been, or will be, as applicable, prepared based on the books and records of FEMSA Cerveza and its Subsidiaries regularly maintained by FEMSA’s management to prepare the audited financial statements of FEMSA in accordance with Mexican FRS standards, principles and practices and in accordance with the policies and principles stated in FEMSA’s financial statements, in each case applied on a consistent basis throughout the periods indicated and on with each other, except that basis those of the Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Financial Statements fairly present, in all material respects, present the consolidated financial position, condition and operating results of operations and cash flows, the consolidated balance sheets and the consolidated statements of income and of changes in financial position and stockholders’ equity of FEMSA Cerveza and its consolidated Subsidiaries DEAC as of the dates dates, and for the periods referred periods, indicated therein, subject to thereinnormal year-end audit adjustments. Except as set forth in the Financial Statements or as disclosed in Schedule 2.10, DEAC has no liabilities (accrued, absolute contingent or otherwise). DEAC is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation. DEAC maintains and will continue to maintain until the Closing a standard system of accounting established and administered in accordance with U.S. GAAP. (b) The amounts DEAC has timely filed all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act (the "Public Reports"). Each of consolidated Working Capital the Public Reports has complied in all material respects with the applicable provisions of FEMSA Cerveza the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act") and/or regulations promulgated thereunder. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. Each of the principal executive officers of DEAC and the principal financial officer of DEAC (or each former principal executive officer of the DEAC and each former principal financial officer of DEAC, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the DEAC Public Reports. There is no event, fact or circumstance that would cause any certification signed by any officer of DEAC in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. Neither DEAC nor any of its Subsidiaries as has outstanding, or has arranged any outstanding, "extensions of credit" to directors or executive officers in violation of Section 402 of the date hereof are consistent with the historical practice of Working Capital of FEMSA Cerveza and its Subsidiaries and, as Xxxxxxxx-Xxxxx Act. As of the date hereof, are sufficient DEAC has no reason to believe that its outside auditors and its principal executive officer and principal financial officer will not be able to give, the certificates and attestations required pursuant to the Xxxxxxxx-Xxxxx Act when next due. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of its Common Stock, except for such limitations imposed by FINRA and/or the maintenance of operations SEC due to the Company being delinquent as a reporting company. All of the Company issued and the Company Subsidiaries in the ordinary course and the consolidated Working Capital, Cash and Net Debt outstanding shares of FEMSA Cerveza and its Subsidiaries capital stock have been managed only issued in compliance with the ordinary course since the Balance Sheet DateSecurities Act and applicable state securities laws. (c) FEMSA Since the date of the filing of its annual report on Form 10-K for the year ended December 31, 2014, except as (i) specifically disclosed to POM or in the Public Reports; and (ii) as set forth on Schedule 2.10: (A) there has heretofore been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect (for purposes of this Section 2.10, a "Material Adverse Effect" means any event, occurrence, fact, condition, change, development, circumstance or effect (i) that is materially adverse to the business, assets, properties, liabilities, condition (financial or otherwise), operating results or prospects of DEAC and its Subsidiaries), or (ii) would prevent DEAC from consummating the transactions contemplated by this Agreement; (B) DEAC has not incurred any liabilities, contingent or otherwise, other than professional fees, which are not accurately disclosed in the Public Reports; (C) DEAC has not declared or made available any dividend or distribution of cash or property to Heinekenits shareholders, true purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, or issued any equity securities; and complete copies (D) DEAC has not made any loan, advance or capital contribution to or investment in any person or entity, except as disclosed in the Public Reports. (d) No Subsidiary of all DEAC is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements and or other documents filed by FEMSA with the SEC since January 1, 2007 (all such filed documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “FEMSA SEC Filings”). (d) Neither the Company nor any Company Subsidiary is required to file any form, report, schedule, statement or other document with the SEC, or any other governmental entity (whether or not located in the United States) that performs a similar function to that of the SEC or any securities exchange or quotation service.

Financial Statements; SEC Filings. (a) True and complete copies of the FEMSA Cerveza Financial Statements Statements, together with the related auditor's reports, are included in the FEMSA Disclosure Letter (other than the FEMSA Cerveza Financial Statements and its Subsidiaries as at December 31, 2009, which shall be provided to the Heineken Parties as required by Section 2.2(a) hereof)Schedule. The FEMSA Cerveza Financial Statements have been orprepared from, for 2009are in accordance with and accurately reflect, will bethe books and records of Seller and the Seller Subsidiaries, fully comply with applicable accounting requirements, have been prepared in accordance with Mexican Financial Reporting Standards (“Mexican FRS”) GAAP applied on a consistent basis during the periods involved (except as may be stated in the notes thereto) ), are true and have been, or will be, as applicable, prepared based on the books correct and records of FEMSA Cerveza and its Subsidiaries regularly maintained by FEMSA’s management to prepare the audited financial statements of FEMSA in accordance with Mexican FRS standards, principles and practices and in accordance with the policies and principles stated in FEMSA’s financial statements, in each case applied on a consistent basis throughout the periods indicated and on that basis fairly present, in all material respects, present the consolidated financial position, position and the consolidated results of operations and cash flows, the consolidated balance sheets flows (and the consolidated statements of income and of changes in financial position position, if any) of Seller and stockholders’ equity of FEMSA Cerveza and its consolidated the Seller Subsidiaries as of the dates times and for the periods referred to thereintherein (subject, in the case of any unaudited statements, to normally recurring year-end audit adjustments which are not material either individually or in the aggregate). (b) The amounts of consolidated Working Capital of FEMSA Cerveza and its Subsidiaries as of the date hereof are consistent with the historical practice of Working Capital of FEMSA Cerveza and its Subsidiaries and, as of the date hereof, are sufficient for the maintenance of operations of the Company and the Company Subsidiaries in the ordinary course and the consolidated Working Capital, Cash and Net Debt of FEMSA Cerveza and its Subsidiaries have been managed only in the ordinary course since the Balance Sheet Date. (c) FEMSA Seller has heretofore made available to Heineken, true and complete copies of filed all forms, required reports, schedules, forms, statements and other documents filed by FEMSA (including exhibits and all other information incorporated therein) with the SEC since January 1, 2007 2001 (all such filed documentsthe "Seller SEC Documents"), together with all exhibits and schedules thereto and all information incorporated therein by referenceexcept for the Form 10-K for Seller's fiscal year ended December 31, 2002. As of their respective dates, the “FEMSA Seller SEC Filings”). Documents complied in all material respects with the requirements of the Securities Act of 1933 (dthe "Securities Act") Neither or the Company nor Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller SEC Documents, and none of the Seller SEC Documents when filed contained any Company Subsidiary is untrue statement of a material fact or omitted to state a material fact required to file be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any formSeller SEC Document has been revised or superseded by a later filed Seller SEC Document, reportnone of the Seller SEC Documents filed since January 1, schedule2002 contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, statement or other document with in light of the SECcircumstances under which they were made, not misleading.

Financial Statements; SEC Filings. (a) True and complete copies of the FEMSA Cerveza Financial Statements Statements, together with the related auditor’s reports, are included in the FEMSA Disclosure Letter (other than the FEMSA Cerveza Financial Statements and its Subsidiaries as at December 31, 2009, which shall be provided to the Heineken Parties as required by Section 2.2(a) hereof)Schedule. The FEMSA Cerveza Financial Statements have been orprepared from, for 2009are in accordance with and accurately reflect, will bethe books and records of Seller and the Seller Subsidiaries, fully comply with applicable accounting requirements, have been prepared in accordance with Mexican Financial Reporting Standards (“Mexican FRS”) GAAP applied on a consistent basis during the periods involved (except as may be stated in the notes thereto) ), are true and have been, or will be, as applicable, prepared based on the books correct and records of FEMSA Cerveza and its Subsidiaries regularly maintained by FEMSA’s management to prepare the audited financial statements of FEMSA in accordance with Mexican FRS standards, principles and practices and in accordance with the policies and principles stated in FEMSA’s financial statements, in each case applied on a consistent basis throughout the periods indicated and on that basis fairly present, in all material respects, present the consolidated financial position, position and the consolidated results of operations and cash flows, the consolidated balance sheets flows (and the consolidated statements of income and of changes in financial position position, if any) of Seller and stockholders’ equity of FEMSA Cerveza and its consolidated the Seller Subsidiaries as of the dates times and for the periods referred to thereintherein (subject, in the case of any unaudited statements, to normally recurring year-end audit adjustments which are not material either individually or in the aggregate). (b) The amounts of consolidated Working Capital of FEMSA Cerveza and its Subsidiaries as of the date hereof are consistent with the historical practice of Working Capital of FEMSA Cerveza and its Subsidiaries and, as of the date hereof, are sufficient for the maintenance of operations of the Company and the Company Subsidiaries in the ordinary course and the consolidated Working Capital, Cash and Net Debt of FEMSA Cerveza and its Subsidiaries have been managed only in the ordinary course since the Balance Sheet Date. (c) FEMSA Seller has heretofore made available to Heineken, true and complete copies of filed all forms, required reports, schedules, forms, statements and other documents filed by FEMSA (including exhibits and all other information incorporated therein) with the SEC since January 1, 2007 2001 (all such filed documentsthe “Seller SEC Documents”), together with all exhibits and schedules thereto and all information incorporated therein by referenceexcept for the Form 10-K for Seller’s fiscal year ended December 31, 2002. As of their respective dates, the Seller SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the “FEMSA Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations of the SEC Filings”). (d) Neither promulgated thereunder applicable to such Seller SEC Documents, and none of the Company nor Seller SEC Documents when filed contained any Company Subsidiary is untrue statement of a material fact or omitted to state a material fact required to file be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any formSeller SEC Document has been revised or superseded by a later filed Seller SEC Document, reportnone of the Seller SEC Documents filed since January 1, schedule2002 contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, statement or other document with in light of the SECcircumstances under which they were made, not misleading.