Common use of Preparation of Financial Statements Clause in Contracts

Preparation of Financial Statements. (a) As promptly as practicable, and in no event later than two (2) Business Days prior to the Closing, the Company shall furnish to the Buyer: (i) audited consolidated financial statements (for purposes of this Section 5.11, “financial statements” shall include, for the avoidance of doubt, consolidated balance sheets and consolidated statements of operations, stockholders’ equity, and cash flows) of the Company and its subsidiaries as of December 31, 2021 and for the year ended December 31, 2020; and (ii) unaudited condensed consolidated financial statements of the Company and its subsidiaries as of June 30, 2022 and for the six (6) months ended June 30, 2022 and June 30, 2021; provided, that if the Closing shall not have occurred by November 7, 2022, then such unaudited financial statements shall be as of September 30, 2022 and for the nine (9) months ended September 30, 2022 and September 30, 2021. (b) Each of the financial statements referred to in Section 5.11(a) shall (i) be prepared in accordance with, and comply with, GAAP, Regulation S-X promulgated under the Exchange Act and other accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act, in each case to the extent applicable to the financial statements of the Company and its subsidiaries which may be required to be filed by the Buyer with the SEC, and which shall fairly present, in all material respects, the financial position, results of operations, stockholders’ equity and cash flows of the Company at the date thereof and for the period(s) indicated therein, and (ii) be audited by the Company’s independent auditor in accordance with AICPA auditing standards and contain an unqualified report of such auditor (in the case of audited financial statements) or be reviewed by the Company’s independent auditor in accordance with AICPA auditing standards (in the case of unaudited financial statements). (c) The Company shall provide such additional information and assistance as the Buyer may reasonably request in connection with the preparation of any pro forma or other financial data required to be filed by the Buyer with the SEC in connection with the transactions contemplated hereby. (d) For the avoidance of doubt, the Company may furnish some or all of the Company Financial Statements in connection with the performance of its obligations under this Section 5.11, provided that such statements otherwise comply with the requirements set forth herein.

Preparation of Financial Statements. (a) As promptly as practicable, and in no event later than two (2) Business Days prior Prior to the Closingdate hereof, the Company shall furnish Companies have engaged KPMG to conduct an audit of the Buyer: Companies’ 2011 Financial Statements (i) audited consolidated financial statements (for as defined below). For purposes of this Section 5.117.7, the Companies shall, with regard to matters within their control, use reasonable best efforts, and, with regard to matters not within their control, use commercially reasonable efforts, to cause the Companies’ 2011 Financial Statements to be audited by KPMG (the “financial statements” shall include, Companies’ Audited 2011 Financial Statements”) and for the avoidance of doubt, consolidated balance sheets and consolidated Companies’ Audited 2011 Financial Statements to be delivered with an unqualified opinion. (b) The Companies shall prepare unaudited financial statements of operations, stockholders’ equity, each of Mobilitie I and cash flows) of the Company and its subsidiaries Mobilitie II as of December 31, 2021 and for the year ended December 31, 2020; 2011 (the “Companies’ 2011 Financial Statements”) and (ii) unaudited condensed consolidated financial statements of , on or prior to March 19, 2012, shall deliver to Buyer and Parent the Company and its subsidiaries as of June 30, 2022 and for the six (6) months ended June 30, 2022 and June 30, 2021; provided, that if the Closing Companies’ 2011 Financial Statements. The Companies’ 2011 Financial Statements shall not have occurred by November 7, 2022, then such unaudited financial statements shall be as of September 30, 2022 and for the nine (9) months ended September 30, 2022 and September 30, 2021. (b) Each of the financial statements referred to in Section 5.11(a) shall (i) be prepared in accordance withwith GAAP ((i) subject to year-end accounting and audit adjustments and (ii) except for the absence of footnotes), applied on a consistent basis consistent with past practices, and comply with, GAAP, Regulation S-X promulgated under the Exchange Act and other accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act, in each case to the extent applicable to the financial statements of the Company and its subsidiaries which may be required to be filed by the Buyer with the SEC, and which shall fairly present, in all material respects, the financial position, results of operations, stockholders’ equity operations and cash flows financial condition of the Company at the date thereof and Companies for the period(s) indicated respective periods set forth therein, and (ii) be audited by the Company’s independent auditor in accordance with AICPA auditing standards and contain an unqualified report of such auditor (in the case of audited financial statements) or be reviewed by the Company’s independent auditor in accordance with AICPA auditing standards (in the case of unaudited financial statements). (c) The Company On or prior to March 19, 2012, the Companies shall provide such additional information deliver to KPMG substantially all of the items on KPMG’s PBC request list and assistance as cause the Buyer may reasonably request in connection with commencement of the preparation audit of any pro forma or other financial data required to be filed by the Buyer with the SEC in connection with the transactions contemplated herebyCompanies’ 2011 Financial Statements. (d) For On or prior to the avoidance of doubtClosing Date, Buyer shall have confirmed with KPMG that the Companies have delivered to KPMG the items set forth in Section 7.7(c). (e) On or prior to April 16, 2012, the Company may furnish some Sellers shall have delivered, or all caused to be delivered, to Parent a trial balance of the Companies and Company Subsidiaries as of the Closing Date. (f) On or prior to April 16, 2012, the Sellers shall have delivered, or caused to be delivered, to Parent a draft of the Companies’ Audited 2011 Financial Statements (including all footnote disclosures), which may be further adjusted as requested by KPMG or as otherwise identified. (g) On or prior to May 4, 2012, the Sellers shall have delivered, or caused to be delivered, to Parent the final Companies’ Audited 2011 Financial Statements, which shall include KPMG’s opinion. (h) The parties agree that irreparable damage would result and that the parties would not have any adequate remedy at law if the provisions of Section 7.7(f) and (g) of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, if any party breaches Section 7.7(f) or (g), Parent shall be entitled to equitable relief, including in the form of an injunction or injunctions or orders for specific performance, without the proof of actual damages. The Sellers shall waive any requirement for the security or posting of any bond in connection with any such equitable remedy. The Sellers agree that they will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. If a court fails to grant such equitable relief, Parent shall be entitled to seek monetary damages, which damages shall be limited to the out-of-pocket costs and expenses (including fees of accountants and counsel) incurred by Parent, Buyer or the Companies in connection with the performance completion of its obligations under the Companies’ Audited 2011 Financial Statements. The remedies set forth in this Section 5.11, provided that such statements otherwise comply with 7.7(h) are the requirements set forth hereinexclusive remedies for a breach of Section 7.7(f) and (g).

Preparation of Financial Statements. (a1) As promptly soon as practicable, practicable after the end of each fiscal accounting period between the date hereof and in no event later than two (2) Business Days prior to the ClosingClosing Date, the Company shall furnish will provide to the Buyer: (i) audited Parent consolidated financial statements (for purposes of this Section 5.11, “financial statements” shall include, information for the avoidance Company and its Subsidiaries of doubt, consolidated balance sheets and consolidated statements the type referred to under Section (5)(f) of operations, stockholders’ equity, and cash flows) Schedule C. Such financial information will be prepared on a good faith basis to generally reflect the performance of the business of the Company and its subsidiaries as of December 31, 2021 Subsidiaries during the applicable accounting period and for the year ended December 31, 2020; and (ii) unaudited condensed consolidated financial statements of the Company will be true and its subsidiaries as of June 30, 2022 and for the six (6) months ended June 30, 2022 and June 30, 2021; provided, that if the Closing shall not have occurred by November 7, 2022, then such unaudited financial statements shall be as of September 30, 2022 and for the nine (9) months ended September 30, 2022 and September 30, 2021correct in all material respects. (b2) Each of The Company will use commercially reasonable efforts to provide the financial statements referred to in Section 5.11(a) shall Parent with: (i) be prepared in accordance with, an audited consolidated balance sheet for the most recently completed fiscal year (the “Audited Balance Sheet”) and comply with, GAAP, the comparative prior fiscal year which are compliant Rule 3-05(b) of Regulation S-X promulgated under by the Exchange Act SEC and other accounting the related statements of income, changes in equity and cash flows for each fiscal year with a corresponding audit opinion which meets the requirements and of Rule 3-05(b) of Regulation S-X (collectively, with the rules and regulations of the SECAudited Balance Sheet, the Exchange Act “Audited Financial Statements”); and (ii) the reviewed quarterly balance sheets for each fiscal quarter in 2017 and 2018 ending more than 30 days prior to the Closing Date and the Securities Actrelated statements of income, changes in equity and cash flows for each period then ended (collectively, the “Reviewed Quarterly Financial Statements”), which such Reviewed Quarterly Financial Statements will meet the requirements of Rule 3-05(b) of Regulation S-X, in each case to derived from the extent applicable to the financial statements books and records of the Company and its subsidiaries which the Subsidiaries, in accordance with the requirements of Rule 3-05(b) of Regulation S-X and in form and substance sufficient to permit the Parent to comply with obligations that may be required applicable to be filed by it under Item 9.01 of Form 8-K under the Buyer with U.S. Exchange Act, as amended, as soon as commercially practicable following the SEC, Closing; it being acknowledged and which shall fairly present, in all material respects, the financial position, results of operations, stockholders’ equity and cash flows of agreed that the Company at the date thereof and for the period(s) indicated therein, and (ii) be audited by will instruct the Company’s independent auditor auditors to commence all requisite work and processes required to give effect to this provision as soon as reasonably practicable following the date hereof. The Parent and the Purchaser will cooperate in accordance good faith with AICPA auditing standards and contain an unqualified report of such auditor (in the case of audited financial statements) or be reviewed by the Company’s independent auditor in accordance with AICPA auditing standards (in the case of unaudited financial statements). (c) The Company shall provide such additional information and assistance as the Buyer may reasonably request in connection with any discussions between the Company and the staff of the SEC with respect to the required content of the Audited Financial Statements and Reviewed Quarterly Financial Statements. The Company will cooperate in good faith with the Parent and the Purchaser with respect to the Parent’s preparation of any pro forma or other financial data information required to be filed prepared by the Buyer with Parent. If the SEC Arrangement is not completed, other than due to a breach by the Company of the terms and conditions of this Agreement or the termination of this Agreement pursuant to a Termination Fee Event, the Purchaser will forthwith reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the transactions contemplated hereby. (d) For the avoidance of doubt, the Company may furnish some or all of the Company Financial Statements in connection with the performance of its obligations under this Section 5.11, provided that such statements otherwise comply with the requirements set forth herein4.11.

Preparation of Financial Statements. As soon as practicable after the close of business of the Agency on February 29, 1996, (athe "Pre-Effective Moment") As promptly and, in any event, within sixty-two (62) days after the Closing Date, the Shareholders shall cause the firm of Knowles, Warkentin & Bridges, Chartered Accxxxxxxxs, xx Xxxxxpeg, Xxxxxoba (the "Designated Accountants") to prepare and deliver to them, HRH and the Surviving Corporation, audited balance sheets of the Agency and 2992575 Ltd., prepared in accordance with HRH GAAP Policy (as practicabledefined below), and with disclosure similar to the form of the financial statements attached hereto as Exhibit 3.1(a) (the "Acquisition Audited Balance Sheets" which shall then be consolidated and referred to herein as the "Consolidated Balance Sheet"), together with the customary opinion of the Designated Accountants given with respect to such financial statements. For the purposes of this Agreement, "HRH GAAP Policy" shall mean the generally accepted accounting principles of HRH which are applied uniformly in no event determining the net profit of each subsidiary of HRH and which have been provided to the Shareholders in the form of HRH's Accounting Policies and Procedures Manual. The Shareholders also shall cause the Designated Accountants to prepare and deliver (not later than two (2) Business Days twenty days prior to the Closing) to them, HRH and the Company shall furnish Buyer, prior to the Buyer: Closing Date, (i1) audited consolidated financial statements (for purposes of this Section 5.11, “financial statements” shall include, for the avoidance of doubt, consolidated balance sheets and consolidated statements of operations, stockholders’ equity, and cash flows) of the Company Agency and its subsidiaries 2992575 Ltd., in the case of the Agency as of December May 31, 2021 1995 and as of and for the most recent annual period of 2992575 Ltd., prepared in accordance with HRH GAAP Policy in Securities and Exchange Commission format (the "Prior Year 1 Financial Statements"), together with the customary opinion of the Designated Accountants given with respect to such financial statements; (2) unaudited comparison statements for the periods ended May 31, 1994 in the case of the Agency and as of and for the 1994 year end of 2992575 Ltd. (the "Prior Year 2 Financial Statements"); (3) unaudited comparison statements for the periods ended May 31, 1993 in the case of the Agency and as of and for the 1993 year end of 2992575 Ltd. (the "Prior Year 3 Financial Statements"); (4) unaudited comparison statements for the Agency for the quarters ended December 31, 20201995, and December 31, 1994 (the "Quarterly Statements"); and and (ii5) unaudited condensed consolidated financial comparison statements of the Company and its subsidiaries as of June 30, 2022 and for the six (6seven month stub periods beginning with the fiscal year and ending December 31, 1994, and December 31, 1995 ( the Stub Statements ). The Prior Year 1 Financial Statements, Prior Year 2 Financial Statements, Prior Year 3 Financial Statements, Quarterly Statements and the Stub Statements are attached hereto as Exhibit 3.1(a) months ended June 30, 2022 and June 30, 2021; provided, that if the Closing shall not have occurred by November 7, 2022, then such unaudited financial statements shall be as of September 30, 2022 and for the nine (9) months ended September 30, 2022 and September 30, 2021. (b) Each of the financial statements are collectively referred to in Section 5.11(a) shall (i) be prepared in accordance with, and comply with, GAAP, Regulation S-X promulgated under herein as the Exchange Act and other accounting requirements and with the rules and regulations of the SEC"Prior Years' Financial Statements." In addition, the Exchange Act and Shareholders shall cause the Securities Act, in each case Designated Accountants to the extent applicable to the permit Buyer's in-house financial statements officer or any firm of the Company and its subsidiaries which may be required to be filed certified public accountants (if U.S.) or chartered accountants (if Canadian) designated by the Buyer with the SEC, and which shall fairly present, in all material respects, the financial position, results of operations, stockholders’ equity and cash flows of the Company at the date thereof and for the period(s) indicated therein, and (ii) be audited by the Company’s independent auditor in accordance with AICPA auditing standards and contain an unqualified report of such auditor (in the case of audited financial statements) or be reviewed by the Company’s independent auditor in accordance with AICPA auditing standards (in the case of unaudited financial statements). (c) The Company shall provide such additional information and assistance referred to below as the Buyer may reasonably request "Buyer's Reviewer") reasonable access to the work papers, schedules, memoranda and other documents used in connection with preparing the preparation of any pro forma or other financial data required to be filed by the Buyer with the SEC in connection with the transactions contemplated herebyPrior Years' Financial Statements. (d) For the avoidance of doubt, the Company may furnish some or all of the Company Financial Statements in connection with the performance of its obligations under this Section 5.11, provided that such statements otherwise comply with the requirements set forth herein.

Preparation of Financial Statements. (a) As promptly as practicable, and in no event Not later than two (2) Business Days prior to 60 days after the Closing, the Company Seller shall furnish deliver to the Buyer: Purchaser: (i) an audited consolidated financial statements (for purposes Statement of this Section 5.11, “financial statements” shall include, for the avoidance of doubt, consolidated balance sheets Revenues and consolidated statements of operations, stockholders’ equity, and cash flows) Direct Expenses of the Company and its subsidiaries as of December 31, 2021 and Business for the year ended December September 30, 2006 and an unaudited Statement of Revenues and Direct Expenses of the Business for the six months ended March 31, 2020; and 2007 (in each case which shall include as line items revenues, cost of goods sold and direct expenses of the Business) and (ii) unaudited condensed consolidated financial statements an audited Statement of the Company Assets Acquired and its subsidiaries as of June 30, 2022 and for the six (6) months ended June 30, 2022 and June 30, 2021; provided, that if the Closing shall not have occurred by November 7, 2022, then such unaudited financial statements shall be Liabilities Assumed as of September 30, 2022 2006 and for the nine an unaudited Statement of Assets Acquired and Liabilities Assumed as of March 31, 2007 (9in each case which shall include as line items inventory, equipment, intangible assets, deferred revenue and accrued warranty liability) months ended September 30, 2022 and September 30, 2021. (b) Each of the financial statements referred Business, all as described in the letter from the SEC to in Section 5.11(a) shall (i) be Purchaser dated June 4, 2007 and prepared in accordance withwith the requirements specified therein. The audited Statements described above shall have been audited by Ernst & Young LLP, and comply with, GAAP, Regulation S-X promulgated under the Exchange Act and other accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act, in each case shall be accompanied by a report thereon by such auditing firm. Ernst & Young LLP will provide its consent to the extent applicable to the financial incorporation by reference of such report when required for registration statements of the Company and its subsidiaries which may be required to be filed by Purchaser under the Buyer Securities Act of 1933 and any periodic report by Purchaser under the Securities Exchange Act of 1934, on a best efforts basis to the extent Ernst & Young LLP LLP can satisfy the Generally Accepted Auditing Standards (Canada) with respect to issuing its consent at the SEC, time of filing of each and which any such registration statement to be filed by Purchaser. The statements described above shall fairly present, present in all material respects, the financial position, condition of the Business as of the dates thereof and the results of operations, stockholders’ equity and cash flows operations of the Company at the date thereof and Business for the period(s) indicated therein, and periods referred to therein (ii) be audited by the Company’s independent auditor in accordance with AICPA auditing standards and contain an unqualified report of such auditor (in the case of audited financial statements) or be reviewed by the Company’s independent auditor in accordance with AICPA auditing standards (subject in the case of unaudited financial statementsstatements to the absence of footnotes and to year-end audit adjustments), in each case, in accordance with Canadian GAAP reconciled to GAAP. (c) The Company shall provide such additional information and assistance as the Buyer may reasonably request in connection with the preparation of any pro forma or other financial data required to be filed by the Buyer with the SEC in connection with the transactions contemplated hereby. (d) For the avoidance of doubt, the Company may furnish some or all of the Company Financial Statements in connection with the performance of its obligations under this Section 5.11, provided that such statements otherwise comply with the requirements set forth herein.

Preparation of Financial Statements. Prior to the Closing Date, the Seller shall cause to be prepared and delivered to the Guarantor (a) As promptly as practicable, and in no event later than two (2) Business Days prior to the Closing, the Company shall furnish to the Buyer: (i) such audited consolidated financial statements (for purposes of this Section 5.11, the “financial statements” shall include, for the avoidance of doubt, consolidated balance sheets and consolidated statements of operations, stockholders’ equity, and cash flowsBusiness Financial Statements”) of the Company Business that the Guarantor determines in good faith (after consultation with its accounting and its subsidiaries legal advisors) to be required by, and would enable the Guarantor to comply with, the public reporting and other rules and regulations of the SEC and the NASDAQ Global Select Market applicable to the Guarantor in the context or as a result of December 31the transactions contemplated by the Transaction Documents, 2021 including those public reporting and other rules and regulations that require, permit or contemplate the public reporting of audited financial statements and pro forma information following the consummation of the transactions contemplated by the Transaction Documents and (b) such audited financial statements for the Business for the fiscal year ended December 31, 2020; and 2010, (ii) unaudited condensed consolidated financial statements the “2010 Financial Statements of the Company and its subsidiaries as of June 30, 2022 and for the six (6Business”) months ended June 30, 2022 and June 30, 2021; provided, that if the Closing shall not have occurred by November 7, 2022, then such unaudited financial statements shall be as of September 30, 2022 and for the nine (9) months ended September 30, 2022 and September 30, 2021. (b) Each of the financial statements referred to in Section 5.11(a) shall (i) be prepared in accordance with, and comply with, GAAP, Regulation S-X promulgated under the Exchange Act and other accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act, in each case to the extent applicable to the financial statements of the Company and its subsidiaries which may be required to be filed by the Buyer with the SEC, and which shall fairly present, in all material respects, the financial position, results of operations, stockholders’ equity and cash flows of the Company at the date thereof and for the period(s) indicated therein, and (ii) be audited by the Company’s independent auditor Seller in accordance with AICPA auditing standards Korean IFRS and contain an unqualified report of such auditor (in the case of audited financial statements) or be reviewed by the Company’s independent auditor in accordance with AICPA auditing standards (in the case of unaudited financial statements). (c) The Company shall provide such additional information its accounting policies and assistance as the Buyer may reasonably request in connection with the preparation of any pro forma or other financial data required to be filed by the Buyer with the SEC in connection with the transactions contemplated hereby. (d) practices under its sole control, judgment and discretion. For the avoidance of doubt, the Company may furnish some or all 2010 Financial Statements of the Company Financial Statements in Business shall not be prepared for the Guarantor to comply with its reporting obligations and shall not be required to be prepared with any consultation with, determination by, or any other input from the Guarantor. In connection with the performance preparation and delivery of the Business Financial Statements, the Guarantor shall, and shall cause its obligations under this Section 5.11Representatives to, provided that such statements otherwise comply fully cooperate with the requirements set forth hereinSeller and its Representatives in a manner that is adequate to, and exercise its reasonable best efforts to, permit the Business Financial Statements and unaudited quarterly Business Financial Statements for the periods ended March 31, 2011 and June 30, 2011 to be prepared and delivered as soon as possible following the Agreement Date, but no later than 180 days thereafter, and to be updated on a quarterly basis for each quarter ending after June 30, 2011, with such updated unaudited quarterly Business Financial Statements to be prepared and delivered no later than 45 days after the end of such quarter and to be updated on an annual basis for the year ending on December 31, 2011 (and if the Closing occurs in 2013, for the year ending on December 31, 2012), with such updated audited Business Financial Statements to be prepared and delivered no later than 90 days after the end of each such year. The Seller shall be entitled to retain such internationally recognized accounting firm without any conflict with the Seller and any other advisors as are reasonably necessary to timely and properly prepare the Business Financial Statements and shall be entitled to retain its current independent accounting firm for the preparation of the 2010 Financial Statements of the Business. All fees, costs and expenses incurred by the Seller or any Affiliate thereof in the preparation of the Business Financial Statements shall be reimbursed to the Seller by the Guarantor promptly, and in any event within ten (10) Business Days, after the submission to the Guarantor of written invoices therefor.