Common use of Preparation and Delivery of Additional Company Financial Statements Clause in Contracts

Preparation and Delivery of Additional Company Financial Statements. As soon as reasonably practicable following the date hereof, the Company shall deliver to HCM (a) the unaudited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Group Companies as of and for the nine -month periods ended September 30, 2022 and September 30, 2021 (collectively, the “Q3 Financial Statements”), (b) the audited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Group Companies as of and for the 12-month period ended December 31, 2022, together with the auditor’s reports thereon (the “2022 Audited Financial Statements”) and (c) for any quarterly period thereafter ending at least 45 days prior to the Closing Date, the unaudited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Group Companies as of and for such quarter (collectively, the “2023 Financial Statements”), in each case, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q3 Financial Statements, the 2022 Audited Financial Statements and the 2023 Financial Statements, the representations and warranties set forth in Section 4.7 shall be deemed to apply to the Q3 Financial Statements, the 2022 Audited Financial Statements and the 2023 Financial Statements, as applicable, with the same force and effect as if made as of the date of this Agreement.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereofof this Agreement, the Company shall deliver to HCM Acquiror audited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity and cash flows of the Company and its Subsidiaries as of and for the years ended January 31, 2020 and January 31, 2021, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (acollectively, the “PCAOB Financial Statements”); provided, that upon delivery of such PCAOB Financial Statements, such financial statements shall be deemed “Audited Financial Statements” for the purposes of this Agreement and the representation and warranties set forth in Section 4.8 shall be deemed to apply to such Audited Financial Statements with the same force and effect as if made as of the date of this Agreement. (i) If the Effective Time has not occurred prior to July 31, 2021, as soon as reasonably practicable following July 31, 2021, the Company shall deliver to Acquiror the unaudited consolidated balance sheets and statements of operations and operations, comprehensive loss, stockholders’ equity, and cash flows and stockholders’ equity of the Group Companies Company and its Subsidiaries as of and for the nine -month three-month and six-month periods ended September 30, 2022 and September 30ending July 31, 2021 (collectively, the “Q3 Company Q2 Financial Statements”), ; and (bii) if the audited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Group Companies as of and for the 12-month period ended December Effective Time has not occurred prior to October 31, 20222021, together with as soon as reasonably practicable following October 31, 2021, the auditor’s reports thereon (the “2022 Audited Financial Statements”) and (c) for any quarterly period thereafter ending at least 45 days prior Company shall deliver to the Closing Date, Acquiror the unaudited consolidated balance sheets and statements of operations and operations, comprehensive loss, stockholders’ equity, and cash flows and stockholders’ equity of the Group Companies Company and its Subsidiaries as of and for such quarter the three-month and nine-month periods ending October 31, 2021 (collectivelythe “Company Q3 Financial Statements” and, together with the Company Q2 Financial Statements, the “2023 Updated Company Financial Statements”), in each case, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q3 Financial Statements, the 2022 Audited Financial Statements and the 2023 Updated Company Financial Statements, the representations and warranties set forth in Section 4.7 4.8 shall be deemed to apply to the Q3 Financial Statements, the 2022 Audited Updated Company Financial Statements and the 2023 Financial Statements, as applicable, with the same force and effect as if made as of the date of this Agreement. (c) Upon delivery of such financial statements referred to in this Section 6.3, such financial statements shall be deemed “Financial Statements” for the purposes of this Agreement and the representation and warranties set forth in Section 4.8 shall be deemed to apply to such Financial Statements with the same force and effect as if such financial statements were attached in Section 4.8(a) of the Company Disclosure Letter as of the date of this Agreement.

Preparation and Delivery of Additional Company Financial Statements. As (a) The Company shall act in good faith to deliver to Acquiror, as soon as reasonably practicable following the date hereof, the unaudited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity, and cash flows of the Company and its Subsidiaries as of and for the three-month period ending March 31, 2021 (the “Q1 Interim Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q1 Interim Financial Statements, the representations and warranties set forth in Section 4.8 shall be deemed to apply to the Q1 Interim Financial Statements with the same force and effect as if made as of the date of this Agreement. (b) If the Effective Time has not occurred prior to August 12, 2021, as soon as reasonably practicable following August 12, 2021, the Company shall deliver to HCM (a) Acquiror the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity deficit, and cash flow of the Group Companies Company and its Subsidiaries as of and for the nine -month periods three- and six-month period ended September 30, 2022 and September June 30, 2021 (collectively, the “Q3 Q2 Interim Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q2 Interim Financial Statements, the representations and warranties set forth in Section 4.8 shall be deemed to apply to the Q2 Interim Financial Statements in the same manner as the Q1 Interim Financial Statements, mutatis mutandis, with the same force and effect as if made as of the date of this Agreement. (bc) If the audited Effective Time has not occurred prior to November 12, 2021, as soon as reasonably practicable following November 12, 2021, the Company shall deliver to Acquiror the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity deficit, and cash flow of the Group Companies Company and its Subsidiaries as of and for the 12three- and nine-month period ended December 31September 30, 2022, together with the auditor’s reports thereon 2021 (the “2022 Audited Financial Statements”) and (c) for any quarterly period thereafter ending at least 45 days prior to the Closing Date, the unaudited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Group Companies as of and for such quarter (collectively, the “2023 Q3 Interim Financial Statements”), in each case, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q3 Financial Statements, the 2022 Audited Financial Statements and the 2023 Interim Financial Statements, the representations and warranties set forth in Section 4.7 4.8 shall be deemed to apply to the Q3 Interim Financial Statements in the same manner as the Q1 Interim Financial Statements, the 2022 Audited Financial Statements and the 2023 Financial Statements, as applicablemutatis mutandis, with the same force and effect as if made as of the date of this Agreement.

Preparation and Delivery of Additional Company Financial Statements. As (a) The Company shall act in good faith to deliver to Acquiror, as soon as reasonably practicable following the date hereof, (i) audited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity and cash flows of the Company and its Subsidiaries as of and for the years ended December 31, 2021, 2020 and December 31, 2019, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC (including with respect to the standards and rules set forth by the Public Company Accounting Oversight Board), the Exchange Act and the Securities Act applicable to a registrant (the “Updated Financial Statements”). (b) As soon as reasonably practicable, the Company shall deliver to HCM (a) Acquiror the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity deficit, and cash flow of the Group Companies Company and its Subsidiaries as of and for the nine -month periods six month period ended September June 30, 2022 and September 30, 2021 (collectively, the “Q3 H1 Financial Statements”), (b) the audited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Group Companies as of and for the 12-month period ended December 31, 2022, together with the auditor’s reports thereon (the “2022 Audited Financial Statements”) and (c) for any quarterly period thereafter ending at least 45 days prior to the Closing Date, the unaudited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Group Companies as of and for such quarter (collectively, the “2023 Financial Statements”), in each case, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q3 Financial Statements, the 2022 Audited Financial Statements and the 2023 H1 Financial Statements, the representations and warranties set forth in Section 4.7 4.8 shall be deemed to apply to the Q3 Financial Statements, the 2022 Audited H1 Financial Statements and the 2023 Financial Statements, as applicable, with the same force and effect as if made as of the date of this Agreement.

Preparation and Delivery of Additional Company Financial Statements. As (a) The Company shall act in good faith to deliver to Acquiror, as soon as reasonably practicable following the date hereof, (i) audited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity and cash flows of the Company and its Subsidiaries as of and for the years ended December 31, 2021 and 2020, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC (including with respect to the standards and rules set forth by the Public Company Accounting Oversight Board), the Exchange Act and the Securities Act applicable to a registrant (the “Updated Financial Statements”). (b) As soon as reasonably practicable, the Company shall deliver to HCM (a) Acquiror the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity deficit, and cash flow of the Group Companies Company and its Subsidiaries as of and for the nine -month periods six month period ended September June 30, 2022 and September 30(the “H1 Financial Statements” and, 2021 (collectivelytogether with the Updated Financial Statements, when delivered pursuant to Section 6.3(a), the “Q3 Financial Statements”), (b) the audited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Group Companies as of and for the 12-month period ended December 31, 2022, together with the auditor’s reports thereon (the “2022 Audited Financial Statements”) and (c) for any quarterly period thereafter ending at least 45 days prior to the Closing Date, the unaudited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Group Companies as of and for such quarter (collectively, the “2023 Financial Statements”), in each case, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q3 Financial Statements, the 2022 Audited Financial Statements and the 2023 H1 Financial Statements, the representations and warranties set forth in Section 4.7 4.8 shall be deemed to apply to the Q3 Financial Statements, the 2022 Audited H1 Financial Statements and the 2023 Financial Statements, as applicable, with the same force and effect as if made as of the date of this Agreement.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereof, the Company shall deliver to HCM (a) Acquiror the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity deficit, and cash flow of the Group Companies Company and its Subsidiaries as of and for the nine -month periods three- and nine-month period ended September 30, 2022 and September 30, 2021 2020 (collectively, the “Q3 Financial Statements”), (b) the audited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Group Companies as of and for the 12-month period ended December 31, 2022, together with the auditor’s reports thereon (the “2022 Audited Financial Statements”) and (c) for any quarterly period thereafter ending at least 45 days prior to the Closing Date, the unaudited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Group Companies as of and for such quarter (collectively, the “2023 Financial Statements”), in each case, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q3 Financial Statements, the 2022 Audited Financial Statements and the 2023 Financial Statements, the representations and warranties set forth in Section 4.7 4.8 shall be deemed to apply to the Q3 Financial Statements with the same force and effect as if made as of the date of this Agreement; provided, further, that the Company shall use its reasonable best efforts to deliver the Q3 Financial Statements by November 15, 2020. (b) If the First Effective Time has not occurred prior to February 16, 2021, as soon as reasonably practicable following February 16, 2021, the Company shall deliver to Acquiror the audited consolidated balance sheets and statements of operations and comprehensive loss, cash flow and change in stockholders’ equity of the Company and its Subsidiaries as of and for the years ended December 31, 2020, together with the auditor’s reports thereon (the “2020 Audited Financial Statements”); provided that upon delivery of such 2020 Audited Financial Statements, the 2022 representation and warranties set forth in Section 4.8 shall be deemed to apply to the Audited Financial Statements and in the 2023 same manner as the Audited Financial Statements, as applicablemutatis mutandis, with the same force and effect as if made as of the date of this Agreement.

Preparation and Delivery of Additional Company Financial Statements. As soon as reasonably practicable following the date hereofOriginal Agreement Date, the Company shall deliver to HCM (a) the unaudited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Group Companies as of and for the nine -month periods ended September 30, 2022 and September 30, 2021 (collectively, the “Q3 Financial Statements”), (b) the audited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Group Companies as of and for the 12-month period ended December 31, 2022, together with the auditor’s reports thereon (the “2022 Audited Combined Financial Statements”) and (c) for any quarterly period thereafter ending at least 45 days prior to the Closing Date, the unaudited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Group Companies as of and for such quarter (collectively, the “2023 Financial Statements”), in each case, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q3 Financial Statements, the 2022 Audited Combined Financial Statements and the 2023 Financial Statements, the representations and warranties set forth in Section 4.7 shall be deemed to apply to the Q3 Financial Statements, the 2022 Audited Combined Financial Statements and the 2023 Financial Statements, as applicable, with the same force and effect as if made as of the date of this AgreementOriginal Agreement Date.

Preparation and Delivery of Additional Company Financial Statements. As (a) The Company shall act in good faith to deliver to Acquiror, as soon as reasonably practicable following the date hereof, (i) audited consolidated balance sheets and statements of operations, comprehensive loss, members’ equity and cash flows of the Company as of and for the periods ended June 30, 2024, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC (including with respect to the standards and rules set forth by the Public Company Accounting Oversight Board), the Exchange Act and the Securities Act applicable to a registrant (the “Updated Financial Statements”). (b) As soon as reasonably practicable, the Company shall deliver to HCM (a) Acquiror the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, members’ deficit, and cash flows and stockholders’ equity flow of the Group Companies Company as of and for the nine -month periods month period ended September 30, 2022 and September 30, 2021 2024 (collectively, the “Q3 Financial Statements”), (b) the audited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Group Companies as of and for the 12-month period ended December 31, 2022, together with the auditor’s reports thereon (the “2022 Audited Financial Statements”) and (c) for any quarterly period thereafter ending at least 45 days prior to the Closing Date, the unaudited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Group Companies as of and for such quarter (collectively, the “2023 Financial Statements”), in each case, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q3 Financial Statements, the 2022 Audited Financial Statements and the 2023 Financial Statements, the representations and warranties set forth in Section 4.7 shall be deemed to apply to the Q3 Financial Statements, the 2022 Audited Financial Statements and the 2023 Financial Statements, as applicable, with the same force and effect as if made as of the date of this Agreement.