Common use of Delivery of Audited Financial Statements Clause in Contracts

Delivery of Audited Financial Statements. Within six (6) months of the Closing Date, Buyer may, in its sole discretion, deliver written notice to the Main Sellers (the “Audit Notice”) requiring Sellers to use their commercially reasonable efforts to cause to be prepared and delivered to Buyer audited statements of the balance sheet of the Historical Velocity Business, as of December 31, 2008 and December 31, 2007, and related audited statements of income and cash flows of the Historical Velocity Business for the fiscal years ended December 31, 2008 and December 31, 2007, together with notes thereon and the reports thereon of KPMG LLP, Sellers’ independent certified public accountants (collectively, the “Audited Financial Statements”). The Audited Financial Statements shall be prepared utilizing the same financial allocations, judgments and assumptions as are noted in the Pro Forma Financial Statements and accompanying notes and/or Schedules 5.5(b) or 5.5(c). Further, it is understood and agreed that (i) the Audited Financial Statements will be prepared in accordance with carve-out accounting guidelines as promulgated by the SEC and that are consistent with U.S. GAAP, (ii) such carve-out accounting guidelines have not been applied to the Pro Forma Financial Statements, and (iii) any differences between the Pro Forma Financial Statements and the Audited Financial Statements arising out of or related to the application of such carve-out accounting guidelines to the Audited Financial Statements and/or any modifications that would have been made to the Pro Forma Financial Statements had such carve-out accounting principles been utilized therefor (including as a result of corporate and other allocations, such as goodwill and other intangibles) shall not be the basis for any claim against any Seller by Buyer or any of its Affiliates. Buyer shall provide Sellers with all necessary and appropriate cooperation with respect to Sellers’ preparation of the Audited Financial Statements. Following Buyer’s request for preparation and audit of the Audited Financial Statements, Sellers shall (i) promptly engage independent experts to prepare and audit the Audited Financial Statements, (ii) promptly respond to requests for information from such independent experts and (iii) keep Buyer reasonably informed regarding the status of the preparation and audit the Audited Financial Statements. Buyer shall promptly reimburse Sellers for all documented third-party costs and expenses incurred by Sellers in the preparation and audit of the Audited Financial Statements. No Seller shall be required by this Section 9.15 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations.

Delivery of Audited Financial Statements. Within six (6) months of the Closing Date, Buyer may, in its sole discretion, deliver written notice to the Main Sellers (the “Audit Notice”) requiring Sellers to The Company shall use their commercially reasonable best efforts to cause deliver to be prepared and delivered to Buyer SPAC: (a) by April 15, 2023, the audited statements of the consolidated balance sheet of the Historical Velocity Business, Company and its Subsidiaries as of December 31, 2008 2021, and the related audited consolidated statements of comprehensive income (loss), consolidated statements of changes in shareholders’ equity (deficit) and consolidated statements of cashflows for the year then ended, each audited in accordance with the auditing standards of the PCAOB, (b) by April 15, 2023, any other audited or reviewed financial statements of the Company and its Subsidiaries that are required by applicable Law to be included in the Registration Statement / Proxy Statement, including, for the avoidance of doubt, the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 20072022, and the related audited consolidated statements of comprehensive income (loss), consolidated statements of changes in shareholders’ equity (deficit) and cash flows consolidated statements of cashflows for the year then ended, each audited in accordance with the auditing standards of the Historical Velocity Business for the fiscal years ended December 31, 2008 and December 31, 2007, together with notes thereon and the reports thereon of KPMG LLP, Sellers’ independent certified public accountants PCAOB (collectivelytogether, the “Audited Financial Statements”). The Audited Financial Statements shall be prepared utilizing the same financial allocations, judgments and assumptions as are noted in the Pro Forma Financial Statements and accompanying notes and/or Schedules 5.5(beach of which (I) or 5.5(c). Further, it is understood and agreed that (i) the Audited Financial Statements will be prepared in accordance with carve-out accounting guidelines Law and IFRS applied on a consistent basis throughout the periods indicated (except as promulgated by may be specifically indicated in the SEC notes thereto) and that are consistent with U.S. GAAP(II) fairly present, (ii) such carve-out accounting guidelines have not been applied to in all material respects, the Pro Forma Financial Statementsfinancial position, results of operations, cash flows and changes of equity of the Group Companies of their respective dates and for the respective periods indicated therein, and (iiic) any differences between promptly, to the Pro Forma Financial Statements extent required for the Registration Statement / Proxy Statement, the unaudited consolidated balance sheet of the Group Companies as of a subsequent date, and the Audited Financial Statements arising out related unaudited consolidated statements of or comprehensive income (loss), consolidated statements of changes in shareholders’ equity (deficit) and consolidated statements of cashflows consolidated statements of operations, cash flows and changes of equity for the related to the application of such carve-out accounting guidelines to the Audited Financial Statements and/or any modifications that would have been made to the Pro Forma Financial Statements had such carve-out accounting principles been utilized therefor period (including as a result of corporate and other allocations, such as goodwill and other intangibles) shall not be the basis for any claim against any Seller by Buyer or any of its Affiliates. Buyer shall provide Sellers together with all necessary and appropriate cooperation with respect to Sellers’ preparation of the Audited Financial Statements. Following Buyer’s request for preparation and audit of the Audited Financial Statements, Sellers shall (i) promptly engage independent experts to prepare and audit the Audited “Updated Financial Statements”); provided that, (ii) promptly respond to requests for information from such independent experts and (iii) keep Buyer reasonably informed regarding the status of the preparation and audit the Audited Financial Statements. Buyer shall promptly reimburse Sellers for all documented third-party costs and expenses incurred by Sellers in the preparation and audit upon delivery of the Audited Financial Statements and the Updated Financial Statements as and when such Audited Financial Statements and Updated Financial Statements. No Seller , as applicable, have been signed by the Company’s independent auditors in connection with the confidential submission and/or filing of the Registration Statement / Proxy Statement, the representations and warranties set forth in Section 5.4(a) shall be required by deemed to apply to the Updated Financial Statements with the same force and effect as if made as of the date of this Agreement (provided that, in the case of any reviewed financial statements provided pursuant to this Section 9.15 8.17, such statements are subject to take any action normal year-end adjustments that would unreasonably interfere with the conduct of its business were not or unreasonably disrupt its normal operations.are not expected to be material in amount or effect). 103

Delivery of Audited Financial Statements. Within six Seller will use its reasonable best efforts to deliver to Buyer by March 15, 2005 (6i) months an audited statement of assets to be acquired and liabilities to be assumed of the Closing Date, Buyer may, in its sole discretion, deliver written notice to the Main Sellers (the “Audit Notice”) requiring Sellers to use their commercially reasonable efforts to cause to be prepared and delivered to Buyer audited statements of the balance sheet of the Historical Velocity Business, Business as of December 31, 2008 2002 and December 31, 20072003, and the related audited statements of income products shipped and cash flows operating expenses of the Historical Velocity Business for the fiscal years ended December 31, 2008 and December 31, 2007then ended, together with notes thereon and the reports thereon of KPMG Deloitte & Touche, LLP, Sellers’ Seller's independent certified public accountants accountants, which reports shall contain no limitations or qualifications as to scope or otherwise and no exceptions and shall state specifically that such statements fairly present in all material respects the financial condition of the Business in accordance with GAAP (including the notes thereto, the "Audited Annual Financial Statements"), and (ii) an audited statement of assets to be acquired and liabilities to be assumed of the Business as of the Interim Date and related statement of products shipped and operating expenses of the Business as of the Interim Date (the "Audited Interim Financial Statements" and, collectively, with the “Audited Annual Financial Statements, the "Audited Financial Statements”"). Seller will reasonably cooperate with Buyer in assisting Buyer with the preparation (at Buyer's sole expense) of an audited statement of assets to be acquired and liabilities to be assumed of the Business as of December 31, 2004, and the related statement of products shipped and operating expenses of the Business for the fiscal year then ended (including the notes thereto, the "Audited 2004 Financial Statements"). The Audited Financial Statements shall value of the Spares Inventory will be prepared utilizing the same financial allocations, judgments and assumptions as are noted in the Pro Forma Financial Statements and accompanying notes and/or Schedules 5.5(b) or 5.5(c). Further, it is understood and agreed that (i) excluded from the Audited Financial Statements will be prepared in accordance with carve-out accounting guidelines as promulgated by the SEC and that are consistent with U.S. GAAP, (ii) such carve-out accounting guidelines have not been applied to the Pro Forma Financial Statements, and (iii) any differences between the Pro Forma Interim Financial Statements and the Audited 2004 Financial Statements arising out and the unaudited value of or related Spares Inventory (which shall be the unaudited value thereof as of February 17, 2005 as set forth in Exhibit N) will be set forth on a separate schedule attached to the application of such carve-out accounting guidelines financial statements. The notes to the Audited Annual Financial Statements and/or any modifications will indicate that would have been made to the Pro Forma Financial Statements had a value for Spares Inventory is not included in such carve-out accounting principles been utilized therefor (including as a result of corporate and other allocations, such as goodwill and other intangibles) shall not be the basis for any claim against any Seller by Buyer or any of its Affiliates. Buyer shall provide Sellers with all necessary and appropriate cooperation with respect to Sellers’ preparation of the Audited Financial Statements. Following Buyer’s request for preparation and audit of the Audited Financial Statements, Sellers shall (i) promptly engage independent experts to prepare and audit the Audited Financial Statements, (ii) promptly respond to requests for information from such independent experts and (iii) keep Buyer reasonably informed regarding the status of the preparation and audit the Audited Financial Statements. Buyer shall promptly reimburse Sellers for all documented third-party costs and expenses incurred by Sellers in the preparation and audit of the Audited Financial Statements. No Seller shall be required by this Section 9.15 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operationsfinancial statements.

Delivery of Audited Financial Statements. Within six Seller will use its reasonable best efforts to deliver to Buyer by March 15, 2005 (6i) months an audited statement of assets to be acquired and liabilities to be assumed of the Closing Date, Buyer may, in its sole discretion, deliver written notice to the Main Sellers (the “Audit Notice”) requiring Sellers to use their commercially reasonable efforts to cause to be prepared and delivered to Buyer audited statements of the balance sheet of the Historical Velocity Business, Business as of December 31, 2008 2002 and December 31, 20072003, and the related audited statements of income products shipped and cash flows operating expenses of the Historical Velocity Business for the fiscal years ended December 31, 2008 and December 31, 2007then ended, together with notes thereon and the reports thereon of KPMG Deloitte & Touche, LLP, Sellers’ Seller’s independent certified public accountants accountants, which reports shall contain no limitations or qualifications as to scope or otherwise and no exceptions and shall state specifically that such statements fairly present in all material respects the financial condition of the Business in accordance with GAAP, (including the notes thereto, the “Audited Annual Financial Statements”) and (ii) an audited statement of assets to be acquired and liabilities to be assumed of the Business as of the Interim Date and related statement of products shipped and operating expenses of the Business as of the Interim Date (the “Audited Interim Financial Statements” and, collectively, with the Audited Annual Financial Statements, the “Audited Financial Statements”). The Seller will reasonably cooperate with Buyer in assisting Buyer with the preparation (at Buyer’s sole expense) of an audited statement of assets to be acquired and liabilities to be assumed of the Business as of December 31, 2004, and the related statement of products shipped and operating expenses of the Business for the fiscal year then ended (including the notes thereto, the “Audited 2004 Financial Statements shall be prepared utilizing the same financial allocations, judgments and assumptions as are noted in the Pro Forma Financial Statements and accompanying notes and/or Schedules 5.5(b) or 5.5(cStatements”). Further, it is understood and agreed that (i) The value of the Spares Inventory will be excluded from the Audited Financial Statements will be prepared in accordance with carve-out accounting guidelines as promulgated by the SEC and that are consistent with U.S. GAAP, (ii) such carve-out accounting guidelines have not been applied to the Pro Forma Financial Statements, and (iii) any differences between the Pro Forma Interim Financial Statements and the Audited 2004 Financial Statements arising out and the unaudited value of or related Spares Inventory (which shall be the unaudited value thereof as of February 17, 2005 as set forth in Exhibit N) will be set forth on a separate schedule attached to the application of such carve-out accounting guidelines financial statements. The notes to the Audited Annual Financial Statements and/or any modifications will indicate that would have been made to the Pro Forma Financial Statements had a value for Spares Inventory is not included in such carve-out accounting principles been utilized therefor (including as a result of corporate and other allocations, such as goodwill and other intangibles) shall not be the basis for any claim against any Seller by Buyer or any of its Affiliates. Buyer shall provide Sellers with all necessary and appropriate cooperation with respect to Sellers’ preparation of the Audited Financial Statements. Following Buyer’s request for preparation and audit of the Audited Financial Statements, Sellers shall (i) promptly engage independent experts to prepare and audit the Audited Financial Statements, (ii) promptly respond to requests for information from such independent experts and (iii) keep Buyer reasonably informed regarding the status of the preparation and audit the Audited Financial Statements. Buyer shall promptly reimburse Sellers for all documented third-party costs and expenses incurred by Sellers in the preparation and audit of the Audited Financial Statements. No Seller shall be required by this Section 9.15 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operationsfinancial statements.

Delivery of Audited Financial Statements. Within six As soon as reasonably practicable following the date of this Agreement (6) months and, in the case of final drafts of the Closing Date, Buyer mayAudited Financial Statements and the Reviewed Financial Statements, in its sole discretionno event more than 10 days following the date of this Agreement), the Company shall deliver written notice to SPAC final drafts, subject only to final approval, noting any subsequent events that may occur between delivery thereof and execution by the Main Sellers Company’s independent auditors, of (i) the “Audit Notice”) requiring Sellers to use their commercially reasonable efforts to cause to be prepared and delivered to Buyer audited statements of the consolidated balance sheet of the Historical Velocity Business, Company and the Company Subsidiaries as of December 31June 30, 2008 2019 and December 31June 30, 20072020, and the related audited consolidated statements of income operations and cash flows of the Historical Velocity Business for the fiscal years ended December 31, 2008 and December 31, 2007, together with notes thereon Company and the reports thereon Company Subsidiaries for each of KPMG LLPthe years then ended, Sellers’ independent certified public accountants each audited in accordance with the auditing standards of the PCAOB (collectively, the “Audited Financial Statements”). The Audited Financial Statements shall be prepared utilizing the same financial allocations, judgments and assumptions as are noted in the Pro Forma Financial Statements and accompanying notes and/or Schedules 5.5(b) or 5.5(c). Further, it is understood and agreed that (i) the Audited Financial Statements will be prepared in accordance with carve-out accounting guidelines as promulgated by the SEC and that are consistent with U.S. GAAP, (ii) such carvethe reviewed consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2020, and the related reviewed consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the six-out accounting guidelines have not been applied to month period then ended, each reviewed in accordance with the Pro Forma PCAOB (the “Reviewed Financial Statements, ”) and (iii) any differences between other audited or reviewed financial statements of the Pro Forma Company and the Company Subsidiaries that are required by applicable Law to be included in the Registration Statement (together with the Audited Financial Statements and the Audited Financial Statements arising out of or related to the application of such carve-out accounting guidelines to the Audited Financial Statements and/or any modifications that would have been made to the Pro Forma Financial Statements had such carve-out accounting principles been utilized therefor (including as a result of corporate and other allocations, such as goodwill and other intangibles) shall not be the basis for any claim against any Seller by Buyer or any of its Affiliates. Buyer shall provide Sellers with all necessary and appropriate cooperation with respect to Sellers’ preparation of the Audited Financial Statements. Following Buyer’s request for preparation and audit of the Audited Reviewed Financial Statements, Sellers shall (i) promptly engage independent experts to prepare and audit the Audited “Updated Financial Statements, (ii) promptly respond to requests for information from ”); provided that upon delivery of such Updated Financial Statements as and when such Updated Financial Statement have been signed by the Company’s independent experts and (iii) keep Buyer reasonably informed regarding auditors in connection with the status filing of the preparation Registration Statement, the representations and audit warranties set forth in Section 4.07(a) shall be deemed to apply to the Audited Updated Financial Statements. Buyer shall promptly reimburse Sellers for all documented third-party costs Statements with the same force and expenses incurred by Sellers effect as if made as of the date of this Agreement (provided that, in the preparation and audit case of the Audited Reviewed Financial Statements. No Seller shall be required by Statements and any other reviewed financial statements provided pursuant to this Section 9.15 8.16, such statements are subject to take any action normal year-end adjustments that would unreasonably interfere with the conduct of its business were not or unreasonably disrupt its normal operationsare not expected to be material in amount or effect).

Delivery of Audited Financial Statements. Within six Seller shall furnish Buyer at or prior to Closing (6A) months the audited consolidated balance sheets of the Closing DateCompany as of March 31, Buyer may2015, in its sole discretionMarch 31, deliver written notice to the Main Sellers (the “Audit Notice”) requiring Sellers to use their commercially reasonable efforts to cause to be prepared 2016, and delivered to Buyer audited statements of the balance sheet of the Historical Velocity Business, as of December 31, 2008 and December 31, 200731 in the calendar year 2016, and the related audited statements of income and cash flows of the Historical Velocity Business for the fiscal years ended December 31then ended, 2008 and December 31, 2007, together with notes thereon and the reports thereon of KPMG LLP, Sellers’ independent certified public accountants notes and schedules thereto required under Regulation S-X under the Securities Act (collectivelytogether, the “Acquired Company Audited Financial Statements”). The Audited Financial Statements shall be prepared utilizing ; and (B) the unaudited consolidated balance sheets of the Company as of the end of any quarterly period subsequent to December 31, 2016, to the extent the Closing has not occurred prior to the 45th day after the end of such quarter, within 40 days of the end of such quarter, or if not available within 40 days despite Seller’s commercially reasonable efforts, as soon as practicable thereafter, along with the corresponding financial statements for the same financial allocations, judgments and assumptions as are noted period in the Pro Forma Financial Statements immediately prior fiscal year, and accompanying notes and/or Schedules 5.5(b) or 5.5(c). Furtherthe related unaudited statements of income and cash flows required under Regulation S-X under the Securities Act, it is understood and agreed that (i) the Audited Financial Statements will be prepared in accordance with carve-out accounting guidelines as promulgated which shall have been reviewed by the SEC and that are consistent with U.S. GAAPindependent accountants of the Company as provided under SAS 100 (together, (ii) such carve-out accounting guidelines have not been applied to the Pro Forma “Acquired Company Unaudited Financial Statements, ,” and (iii) any differences between together with the Pro Forma Financial Statements and the Audited Financial Statements arising out of or related to the application of such carve-out accounting guidelines to the Audited Financial Statements and/or any modifications that would have been made to the Pro Forma Financial Statements had such carve-out accounting principles been utilized therefor (including as a result of corporate and other allocations, such as goodwill and other intangibles) shall not be the basis for any claim against any Seller by Buyer or any of its Affiliates. Buyer shall provide Sellers with all necessary and appropriate cooperation with respect to Sellers’ preparation of the Audited Financial Statements. Following Buyer’s request for preparation and audit of the Acquired Company Audited Financial Statements, Sellers the “Acquired Company Financial Statements”). Seller shall use commercially reasonable efforts to furnish to Buyer as promptly as reasonably practicable (i) financial information related to the Company reasonably requested in writing (including such requests made after the provision of the Acquired Company Financial Statements) by Buyer as promptly engage independent experts as reasonably practicable, which information is reasonably necessary for Buyer to prepare produce the pro forma financial statements required under Regulation S-X under the Securities Act (together with the Acquired Company Financial Statements, the “Required Financial Information”), and audit (ii) other information with respect to the Company reasonably requested by Buyer in writing as promptly as reasonably practicable so that Buyer may satisfy its applicable SEC requirements with respect to Exchange Act reporting and the Required Financial Information. Such Acquired Company Financial Statements shall not materially differ from the Financial Statements and, to the extent of any such differences, Seller shall provide Buyer with a reasonably detailed reconciliation of each such difference. Buyer and Seller shall share equally the reasonable expenses of KPMG in connection with its preparation of the Acquired Company Audited Financial Statements, (ii) promptly respond to requests for information from except that Buyer’s portion of such independent experts and (iii) keep expenses shall not exceed $300,000.00, provided Buyer reasonably informed regarding does not require a substantial change in the status scope of the preparation and audit described in this Agreement, in which case the Audited Financial Statements. Buyer $300,000.00 limit shall promptly reimburse Sellers for all documented third-party costs and expenses incurred by Sellers in the preparation and audit of the Audited Financial Statements. No Seller shall be required by this Section 9.15 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operationsnot apply.