Common use of Unaudited Financial Statements Clause in Contracts

Unaudited Financial Statements. (a) As soon as reasonably practicable following the Closing Date, Sellers shall deliver to Purchaser (i) unaudited balance sheets of the Business as of the end of the years ended December 31, 2002, 2003 and 2004, and (ii) unaudited statements of operations and cash flows for the Business for the years ended December 31, 2002, 2003 and 2004 (collectively, the “Unaudited Financial Statements”). (b) The Unaudited Financial Statements will (i) be prepared in accordance with GAAP, consistently applied, (ii) be prepared by Sellers with the assistance of Deloitte & Touche LLP or such other independent public accounting firm as shall be reasonably acceptable to Purchaser (the “Accounting Firm”) and (iii) present fairly, in all material respects, the financial condition of the Business at the dates thereof and the results of operations of the Business for the periods then ended, in each case in accordance with GAAP. (c) Purchaser will provide Sellers with such assistance as may reasonably be requested by Sellers (or any of them) in connection with the preparation of the Unaudited Financial Statements, including, without limitation, access at all reasonable times to the personnel, properties, books and records of the Business. Purchaser will reimburse Sellers for up to fifty percent (50%) of all cost and expense incurred by Sellers (or any of them) in connection with the preparation of the Unaudited Financial Statements, including, without limitation, all cost and expense of the Accounting Firm; provided, however, that in no event shall Purchaser’s reimbursement obligation hereunder exceed one hundred thousand dollars ($100,000). Purchaser will provide such reimbursement from time to time within thirty (30) days of receipt of any invoice from Sellers (or any of them). (d) Sellers will provide Purchaser with such assistance as may reasonably be requested by Purchaser in connection with the first audit of the Unaudited Financial Statements conducted by or on behalf of Purchaser, including, without limitation, access at all reasonable times to the personnel, properties, books and records of or related to the Business and in the employ or possession, as applicable, of Sellers (or any of them).

Unaudited Financial Statements. (a) As To the extent information is reasonably available and as soon as reasonably practicable following the Closing Date, Sellers but not later than 30 days after the Closing Date, Seller shall deliver to Purchaser (i) unaudited balance sheets of the Business as of the end of the years ended December 31, 20022003, 2003 2004 and 2004, 2005 and (ii) unaudited statements of operations and cash flows for the Business for the years ended December 31, 20022003, 2003 2004 and 2004 2005 (collectively, the “Unaudited Financial StatementsInformation”). (b) The Unaudited Financial Statements will Purchaser understands that information may not be available to create complete statements of operations, balance sheets and statements of cash flows in accordance with GAAP as the Business was accounted for as an operational unit and no separate GAAP financial statements (iincome statement, balance sheet and statement of cash flows) be prepared were maintained other than for operational purposes which may include allocations of certain amounts and balances not in accordance with GAAP. Nevertheless, consistently appliedSeller will use commercially reasonable efforts to prepare and deliver the Unaudited Financial Information in accordance with GAAP. In addition, certain support and detail may not be available for all amounts or balances for all years. (iic) be prepared by Sellers with Seller will use commercially reasonable efforts to prepare the assistance of Deloitte & Touche LLP or such other independent public accounting firm as shall be Unaudited Financial Information in a form reasonably acceptable to Purchaser (based on Purchaser’s SEC reporting requirements. If the “Accounting Firm”SEC requires all or any part of the Unaudited Financial Information to be reported by Purchaser in the form of audited statements, Seller will use commercially reasonable efforts to provide Purchaser all information reasonably necessary to enable Purchaser to prepare such audited statements, all at Purchaser’s expense. To the Actual Knowledge of Seller, subject to Section 8.5(b) and (iii) present fairlyabove, the Unaudited Financial Information fairly presents, in all material respects, the financial condition of the Business at the dates thereof and the results of operations of the Business for the periods then ended, in each case in accordance with GAAP. (c) Purchaser will provide Sellers with such assistance as may reasonably be requested by Sellers (or any of them) in connection with the preparation of the Unaudited Financial Statements, including, without limitation, access at all reasonable times to the personnel, properties, books and records of the Business. Purchaser will reimburse Sellers for up to fifty percent (50%) of all cost and expense incurred by Sellers (or any of them) in connection with the preparation of the Unaudited Financial Statements, including, without limitation, all cost and expense of the Accounting Firm; provided, however, that in no event shall Purchaser’s reimbursement obligation hereunder exceed one hundred thousand dollars ($100,000). Purchaser will provide such reimbursement from time to time within thirty (30) days of receipt of any invoice from Sellers (or any of them). (d) Sellers Seller will provide Purchaser and its Independent Registered Public Accounting Firm with such customary and reasonable assistance as may reasonably be requested by Purchaser in connection with the first audit of the Unaudited Financial Statements Information conducted by or on behalf of Purchaser, including, without limitation, access at all reasonable times to the Seller’s personnel, properties, books and records of or related to the Business and in the employ or possession, as applicable, of Sellers Seller. Customary and reasonable assistance will include the delivery by Seller of a properly executed management representation letter, in a customary format to be mutually agreed, to Purchaser’s Independent Registered Public Accounting Firm. In addition, to the extent Purchaser requests partial relief from applicable reporting requirements of the Securities and Exchange Commission with regard to the nature of the audited financial statements of the Business to be filed, Seller agrees to cooperate with said process and provide applicable documentation as may reasonably be deemed necessary. (e) To the extent that Seller requires the assistance of actuaries or any of them)outside accountants to prepare financial information for Purchaser’s filing requirements to the SEC, Purchaser will pay for all such assistance.

Unaudited Financial Statements. (a) As soon Attached, as reasonably practicable following the Closing DateSchedule 3.8, Sellers shall deliver to Purchaser (i) unaudited balance sheets are copies of the Business as unaudited income statement and cash flow statement of the end of the years ended December 31, 2002, 2003 and 2004, and (ii) unaudited statements of operations and cash flows for the Business Company for the years ended December 31, 20022018 and December 31, 2003 2019, and 2004 the period from January 1, 2020 through April 30, 2020 and the balance sheets of the Company dated December 31, 2018 and December 31, 2019 (collectively, the “Unaudited "Financial Statements”"). The balance sheet dated April 30, 2020 shall be referred to as the "Most Recent Balance Sheet. (b) " The Unaudited Financial Statements will (i) be prepared in accordance with GAAPare true, consistently applied, (ii) be prepared by Sellers with complete and correct and fairly present the assistance financial condition and the results of Deloitte & Touche LLP or such other independent public accounting firm as shall be reasonably acceptable to Purchaser (operations of the “Accounting Firm”) and (iii) present fairly, Company in all material respects, the financial condition respects as of the Business respective dates and periods thereof. The Financial Statements accurately reflect in all material respects all of the income, expenses, equity, liabilities and assets of the Company at the respective dates thereof and the results of operations of the Business Company for and as of such dates and periods. The Assets include all of the periods then endedassets of the Company reflected in such Financial Statements and all assets acquired since the date of such Financial Statements, excepting only such assets as have been consumed in each case the ordinary course of business. The Financial Statements: (i) are in accordance with GAAP. (c) Purchaser will provide Sellers with such assistance as may reasonably be requested by Sellers (or any of them) in connection with the preparation of the Unaudited Financial Statements, including, without limitation, access at all reasonable times to the personnel, properties, books and records of the BusinessCompany; (ii) are consistently applied with prior periods and the accounting methods applied by the Company for tax purposes; and (iii) have been prepared in accordance with GAAP applied by the Company on a consistent basis, except for the exclusion of notes that may be required by GAAP. Purchaser will reimburse Sellers Except (i) to the extent reflected or reserved against in the Most Recent Balance Sheet or (ii) for up unsecured current liabilities incurred since the date of the Most Recent Balance Sheet in the ordinary course of business, the Company has no liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether due or to fifty percent become due and whether the amounts thereof are readily ascertainable or not, or any unrealized or anticipated losses from any commitments of a contractual nature, including Taxes (50%as defined below) of all cost and expense incurred by with respect to or based upon the transactions or events occurring prior to the Closing. Except as set forth on Schedule 3.8, the Most Recent Balance Sheet does not include receivables or any payables or loans due to or from the Company for amounts due to or from the Sellers (or any of them) in connection with such items, the preparation "Related Party Accounts"). Schedule 3.8 sets forth each outstanding balance, as of the Unaudited Financial Statementsdate hereof, including, without limitation, all cost and expense of each item of Indebtedness of the Accounting Firm; providedCompany (such amount, howeverwith respect to any particular item of Indebtedness, that in no event shall Purchaser’s reimbursement obligation hereunder exceed one hundred thousand dollars ($100,000). Purchaser will provide such reimbursement from time to time within thirty (30) days of receipt of any invoice from Sellers (or any of themthe "Debt Limit"). (d) Sellers will provide Purchaser with such assistance as may reasonably be requested by Purchaser in connection with the first audit of the Unaudited Financial Statements conducted by or on behalf of Purchaser, including, without limitation, access at all reasonable times to the personnel, properties, books and records of or related to the Business and in the employ or possession, as applicable, of Sellers (or any of them).

Unaudited Financial Statements. (a) As soon Attached, as reasonably practicable following Schedule 3.8(a), are copies of the Closing Date, Sellers shall deliver to Purchaser (i) unaudited income statements and balance sheets of the Business as of the end of the years ended December 31, 2002, 2003 and 2004, and (ii) unaudited statements of operations and cash flows for the Business Company for the years ended December 31, 20022016, 2003 2017 and 2004 2018, and for the ten (10) month period from January 1, 2019 through October 31, 2019 (collectively, the “Unaudited Financial Statements”). . The balance sheet dated October 31, 2019 shall be referred to as the “Most Recent Balance Sheet” and the income statement dated October 31, 2019 shall be referred to as the “Most Recent Income Statement” (b) and, together with the Most Recent Balance Sheet, the “Most Recent Financial Statements”). The Unaudited Financial Statements will (i) be prepared in accordance with GAAPare true, consistently applied, (ii) be prepared by Sellers with the assistance of Deloitte & Touche LLP or such other independent public accounting firm as shall be reasonably acceptable to Purchaser (the “Accounting Firm”) complete and (iii) correct and fairly present fairly, in all material respects, the financial condition of the Business at the dates thereof and the results of operations of the Business for Company in all material respects as of the respective dates and periods then endedthereof. The assets of the Company to be acquired include all of the assets of the Company reflected in such Financial Statements and all assets acquired since the date of such Financial Statements, excepting only such assets as have been acquired or consumed in each case the ordinary course of business or those that have become obsolete or unnecessary to the Company. The Financial Statements: (i) are in accordance with GAAP. (c) Purchaser will provide Sellers with such assistance as may reasonably be requested by Sellers (or any of them) in connection with the preparation of the Unaudited Financial Statements, including, without limitation, access at all reasonable times to the personnel, properties, books and records of the Business. Purchaser will reimburse Sellers Company; (ii) are consistently applied with prior periods and the accounting methods applied by the Company for up to fifty percent (50%) of all cost and expense incurred by Sellers (or any of them) in connection with tax purposes, excluding however, the preparation of the Unaudited Most Recent Financial Statements; and (iii) have been prepared on an accrual basis and generally in accordance with generally accepted accounting practices applied by the Company on a consistent basis, includingexcept for (A) the exclusion of notes and year-end adjustments and (B) the recognition of sales and related accounts receivable, without limitationnet of estimated reserves for future billing adjustments or uncollectible balances, all cost and expense of the Accounting Firm; provided, however, that in no event shall Purchaser’s reimbursement obligation hereunder exceed one hundred thousand dollars when billed ($100,000). Purchaser will provide such reimbursement from time to time within thirty (30) days of receipt of any invoice from Sellers (versus when service performed or any of themproduct delivered). (db) Sellers will provide Purchaser with such assistance as may reasonably be requested by Purchaser Except (i) to the extent reflected or reserved against in connection with the first audit Most Recent Balance Sheet or (ii) for unsecured current liabilities incurred since the date of the Unaudited Financial Statements conducted by Most Recent Balance Sheet in the ordinary course of business, the Company has no liabilities or on behalf obligations, whether accrued, absolute, contingent or otherwise, whether due or to become due and whether the amounts thereof are readily ascertainable or not, or any unrealized or anticipated losses from any commitments of Purchasera contractual nature, including, without limitation, access at all reasonable times including Taxes (as defined below) with respect to or based upon the transactions or events occurring prior to the personnel, properties, books Closing. The Company will not have any Indebtedness as of the Closing Date other than Indebtedness set forth on the Most Recent Balance Sheet (including Equipment Indebtedness set forth in Schedule 3.8(b) and records of or related to the Business auto loans) and Equipment Indebtedness incurred in the employ or possession, as applicable, ordinary course of Sellers (business following the date of this Agreement. The Most Recent Balance Sheet does not include receivables or any of them)payables or loans due to or from the Company for amounts due to or from the Shareholders.

Unaudited Financial Statements. (a) As soon as reasonably practicable following the Closing Date, Sellers shall deliver to Purchaser The (i) unaudited unaudited, consolidated balance sheets sheet (the “Balance Sheet”) of the LiveArea Business as of May 1, 2021 (the end “Balance Sheet Date”) set forth in Section 3.06(i) of the years Disclosure Schedules; (ii) unaudited statement of direct contribution of the LiveArea Business for the four months ended December 31April 30, 20022021, 2003 and 2004, (excluding consideration of standalone adjustments) set forth in Section 3.06(ii) of the Disclosure Schedules; and (ii) unaudited statements and adjusted standalone statement of operations and cash flows for direct contribution of the LiveArea Business for the years fiscal year ended December 31, 20022020, 2003 set forth in Section 3.06(iii) of the Disclosure Schedules (clauses (i), (ii) and 2004 (iii) collectively, the “Unaudited Financial Statements”). (b) The Unaudited Financial Statements will (i) be , are based on the books and records of Parent and the LiveArea Companies, were prepared in accordance with GAAPGAAP except as set forth on Section 3.06 of the Disclosure Schedules, consistently applied, (ii) be prepared by Sellers with the assistance of Deloitte & Touche LLP or such other independent public accounting firm as shall be reasonably acceptable to Purchaser (the “Accounting Firm”) and (iii) fairly present fairly, in all material respects, respects the financial condition of the Business at the dates thereof and the results of operations of the LiveArea Business for the periods then endedindicated, subject to normal and recurring year-end adjustments (none of which in each case in accordance with GAAP. (cthe aggregate are believed to be material) Purchaser will provide Sellers with such assistance and the absence of notes. This Section 3.06 is qualified by the fact that the LiveArea Business has not historically operated as may reasonably be requested by Sellers (or any a separate “standalone” entity apart from the Parent. As a result, the LiveArea Business has been allocated certain charges and credits for purposes of them) in connection with the preparation of the Unaudited Financial Statements. Such allocations of charges and credits do not necessarily reflect the amounts that would have resulted from arm’s-length transactions or the actual costs that would be incurred if the LiveArea Business had been operating as an independent enterprise, including, without limitation, access at but have been made in good faith by Sellers with the intent to fairly present in all reasonable times to material respects the personnel, properties, books financial condition and records the results of operations of the Business. Purchaser will reimburse Sellers LiveArea Business for up the periods indicated, subject to fifty percent normal and recurring year-end adjustments (50%) none of all cost and expense incurred by Sellers (or any of them) in connection with the preparation of the Unaudited Financial Statements, including, without limitation, all cost and expense of the Accounting Firm; provided, however, that in no event shall Purchaser’s reimbursement obligation hereunder exceed one hundred thousand dollars ($100,000). Purchaser will provide such reimbursement from time to time within thirty (30) days of receipt of any invoice from Sellers (or any of them). (d) Sellers will provide Purchaser with such assistance as may reasonably be requested by Purchaser in connection with the first audit of the Unaudited Financial Statements conducted by or on behalf of Purchaser, including, without limitation, access at all reasonable times to the personnel, properties, books and records of or related to the Business and which in the employ or possession, as applicable, aggregate are believed to be material) and the absence of Sellers (or any of them)notes.