Common use of Financial Statements; No Undisclosed Liabilities Clause in Contracts

Financial Statements; No Undisclosed Liabilities. (a) Set forth on Schedule 3.6(a) are: (i) the audited consolidated balance sheets of the Company as of December 31, 2021 and 2022; (ii) the related audited consolidated statements of comprehensive income for the years ended December 31, 2021 and 2022; and (iii) the related audited consolidated statements of cash flows for the years ended December 31, 2021 and 2022 (the foregoing financial statements, collectively, the “Financial Statements”). Except as set forth on Schedule 3.6(a), the Financial Statements (i) have been prepared from the books and records of the Company in accordance with GAAP consistently applied, (ii) are correct in all material respects, and (iii) present fairly, in all material respects, changes in shareholders equity, the financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of the unaudited Financial Statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of footnotes. The books and records of the Company are correct, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company. No financial statements of any Person other than the Company are required by GAAP to be included in the Company’s financial statements.

Financial Statements; No Undisclosed Liabilities. (a) Set forth on Schedule 3.6(a3.7(a) are: (i) the audited consolidated balance sheets of the Company as of December 31, 2021 and 2022; (ii) the related audited consolidated statements of comprehensive income for the years ended December 31, 2021 and 2022; (iii) an audited balance sheet of the Company for the period between January 1, 2023 and June 30, 2023 (the “Interim Balance Sheet”); and (iiiiv) the related audited consolidated statements of profit and loss and cash flows for the years six (6) months ended December 31June 30, 2021 and 2022 2023 (the foregoing financial statements, collectively, the “Financial Statements”). Except as set forth on Schedule 3.6(a), the The Financial Statements (i) have been prepared from the books and records of the Company in accordance with GAAP Modified GAAP, consistently applied, (ii) are correct in all material respects, and (iii) present fairlyfairly present, in all material respects, changes in shareholders equity, the financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of the unaudited Financial Statements, subject to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of footnotes. The books and records of the Company are correct, have been maintained in accordance with sound business past practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company. No financial statements of any Person other than the Company are required by GAAP to be included in the Company’s financial statementsor Tribeca Automotive.

Financial Statements; No Undisclosed Liabilities. (a) Set forth on Schedule 3.6(a3.7(a) are: (i) the audited consolidated balance sheets of the Company and Excel Leasing as of December 31, 2021 and 2022; (ii) the related audited consolidated statements of comprehensive income operation for the years ended December 31, 2021 and 2022; and (iii) the related audited consolidated statements of cash flows for the years ended December 31, 2021 and 2022 2022; (iv) an unaudited balance sheet of the Company for the nine months ended September 30, 2023 (the “Interim Balance Sheet”); and (v) the related unaudited statements of profit and loss and cash flows for the nine months ended September 30, 2023 (the foregoing financial statements, collectively, the “Financial Statements”). Except as set forth on Schedule 3.6(a), the The Financial Statements (i) have been prepared from the books and records of the Company in accordance with GAAP GAAP, consistently applied, (ii) are correct in all material respects, and (iii) present fairly, in all material respects, changes in shareholders equity, the financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of the unaudited Financial Statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of footnotes. The books and records of the Company are correct, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company. No financial statements of any Person other than the Company are required by GAAP to be included in the Company’s financial statements.

Financial Statements; No Undisclosed Liabilities. (a) Set forth on Schedule 3.6(a3.7(a) are: (i) the audited consolidated combined balance sheets of the Company and West Coast as of December 31, 2021 and 2022; (ii) the related audited consolidated combined statements of comprehensive income for the years ended December 31, 2021 and 2022; and (iii) the related audited consolidated combined statements of cash flows for the years ended December 31, 2021 and 2022; (iv) an unaudited combined balance sheet of the Company and West Coast as of June 30,2022 and 2023 (the “Interim Balance Sheet”); and (v) the related unaudited combined income statement and statement of cash flows for the six (6) months ended June 30, 2022 and 2023 (the foregoing financial statements, collectively, the “Financial Statements”). Except The Financial Statements (i) except as set forth on Schedule 3.6(a3.7(a)(i), the Financial Statements (i) have been prepared from the books and records of the Company in accordance with GAAP consistently appliedGAAP, (ii) are correct in all material respects, and (iii) present fairly, in all material respects, changes in shareholders equity, the financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of the unaudited Financial Statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of footnotes. The books and records of the Company are correct, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company. No financial statements of any Person other than the Company are required by GAAP to be included in the Company’s financial statements.

Financial Statements; No Undisclosed Liabilities. (a) Set forth on Schedule 3.6(a3.7(a) are: (i) the combined audited consolidated balance sheets of the Company Company, the Other Delta Targets and JTS Realty Investment Company, LLC, as of December 31, 2021 and 2022; (ii) the related combined audited consolidated statements of comprehensive income operations for the years ended December 31, 2021 and 2022; and (iii) the related audited consolidated statements combined statement of cash flows for the years ended as of December 31, 2021 and 2022 2022, (iv) an unaudited balance sheet of the Company as of June 30, 2023 (the “Interim Balance Sheet”); and (v) the related unaudited statements of profit and loss of the Company for the six (6) months ended June 30, 2023 (the foregoing financial statements, collectively, the “Financial Statements”). Except as set forth on Schedule 3.6(a), the The Financial Statements (i) have been prepared from the books and records of the Company in accordance with GAAP GAAP, consistently applied, (ii) are correct in all material respects, and (iii) present fairly, in all material respects, changes in shareholders equity, the financial condition and results of operations of the Company and the Other Delta Targets as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of the unaudited Financial Statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of footnotes. The books and records of the Company are correct, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company. No financial statements of any Person other than the Company are required by GAAP to be included in the Company’s financial statements.

Financial Statements; No Undisclosed Liabilities. (a) Set forth on Schedule 3.6(a3.7(a) are: (i) the audited consolidated combined balance sheets of the Company and Sierra Mountain as of December 31, 2021 and 2022; (ii) the related audited consolidated combined statements of comprehensive income for the years ended December 31, 2021 and 2022; and (iii) the related audited consolidated combined statements of cash flows for the years ended December 31, 2021 and 2022; (iv) an unaudited combined balance sheet of the Company and Sierra Mountain as of June 30, 2022 and 2023 (the “Interim Balance Sheet”); and (v) the related unaudited combined income statement and statement of cash flows for the six (6) months ended June 30, 2022 and 2023 (the foregoing financial statements, collectively, the “Financial Statements”). Except The Financial Statements (i) except as set forth on Schedule 3.6(a3.7(a)(i), the Financial Statements (i) have been prepared from the books and records of the Company in accordance with GAAP consistently appliedGAAP, (ii) are correct in all material respects, and (iii) present fairly, in all material respects, changes in shareholders equity, the financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of the unaudited Financial Statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of footnotes. The books and records of the Company are correct, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company. No financial statements of any Person other than the Company are required by GAAP to be included in the Company’s financial statements.

Financial Statements; No Undisclosed Liabilities. (a) Set forth on Schedule 3.6(a) are: (i) the The Company has made available to Acquirer its audited consolidated balance sheets financial statements for each of the Company as of fiscal years ending December 31, 2021 and 2022; (ii) the related audited consolidated statements of comprehensive income for the years ended December 31, 2021 2022 and 2022; its unaudited consolidated financial statements for the 9-month period ended September 30, 2023 (including, in each case, balance sheets, statements of operations and (iii) the related audited consolidated statements of cash flows for the years ended December 31, 2021 and 2022 flows) (the foregoing financial statements, collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. Except as set forth on Schedule 3.6(a), the The Financial Statements (i) have been prepared are derived from and in accordance with the books and records of the Company in accordance with GAAP consistently appliedand the Company Subsidiaries, (ii) are correct complied as to form in all material respectsrespects with applicable accounting requirements with respect thereto as of their respective dates, and (iii) fairly and accurately present fairly, in all material respects, changes in shareholders equity, the financial condition of the Company and the Company Subsidiaries at the dates therein indicated and the results of operations and cash flows of the Company as of and the respective dates thereof and Company Subsidiaries for the respective periods covered thereby, therein specified (subject, in the case of the unaudited interim period Financial Statements, to normal recurring year-end adjustments (the effect audit adjustments, none of which will not, individually or in the aggregateaggregate are or will be material in amount), be material(iv) and were prepared in accordance with GAAP, except for the absence of footnotes. The books footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved and records of the Company (v) are correcttrue, have been maintained in accordance with sound business practices, correct and accurately reflect complete in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company. No financial statements of any Person other than the Company are required by GAAP to be included in the Company’s financial statementsrespects.

Financial Statements; No Undisclosed Liabilities. (a) Set forth on Schedule 3.6(a3.7(a) are: (i) the audited consolidated balance sheets of the Company as of December 31, 2021 and 2022; (ii) the related audited consolidated statements of comprehensive income for the years ended December 31, 2021 and 2022; (iii) an audited balance sheet of the Company for the period between January 1, 2023 and June 30, 2023 (the “Interim Balance Sheet”); and (iiiiv) the related audited consolidated statements of profit and loss and cash flows for the years six (6) months ended December 31June 30, 2021 and 2022 2023 (the foregoing financial statements, collectively, the “Financial Statements”). Except as set forth on Schedule 3.6(a3.7(a), the Financial Statements (i) have been prepared from the books and records of the Company in accordance with GAAP Modified GAAP, consistently applied, (ii) are correct in all material respects, and (iii) present fairlyfairly present, in all material respects, changes in shareholders equity, the financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of the unaudited Financial Statements, subject to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of footnotes. The books and records of the Company are correct, have been maintained in accordance with sound business practices, past practices and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company. No financial statements of any Person other than the Company and Tribeca Leasing for Equipment and Truck Indebtedness incurred on or prior to the Closing Date are required by Modified GAAP to be included in the Company’s financial statements.