Common use of Required Financial Statements Clause in Contracts

Required Financial Statements. (a) The Sellers and the Company shall (i) prepare and deliver, or cause to be prepared and delivered at or prior to the Closing Date, to Parent the audited carve-out financial statements of the Business required to be filed with the SEC by Parent on a Current Report on Form 8-K in connection with the Closing pursuant to Item 9.01(a) thereof for the periods specified in Rule 3-05(b) of, and otherwise prepared pursuant to, Regulation S-X under the Securities Act following receipt from Parent of written notice specifying the financial statements of the Business which are required to be filed with the SEC in accordance with such rules and regulations (such audited financial statements as specified by Parent, the “Required Carve-Out Audited Financial Statements”), and (ii) use commercially reasonable efforts to provide Parent, pursuant to and subject to Section 6.7, (A) as promptly as reasonably practicable following the date of the applicable request by Parent, such information as Parent shall reasonably request for Parent and its Subsidiaries to prepare the pro forma financial information regarding Parent and its consolidated Subsidiaries, including pro forma financial information regarding the China JV, giving effect to the Closing (including the Reorganizations), required to be filed with the SEC by Parent on a Current Report on Form 8-K in connection with the Closing pursuant to Item 9.01(b) thereof and prepared pursuant to Article 11 of Regulation S-X under the Securities Act (such pro forma financial information as specified by Parent, the “Required Pro Forma Financial Statements” and, together with the Required Carve-Out Audited Financial Statements, the “Required Financial Statements”) and (B) such other cooperation and assistance as Parent shall reasonably request in connection with the preparation of the Required Pro Forma Financial Statements. (b) The Required Financial Statements shall be prepared in all material respects (i) (A) in accordance with IFRS, as issued by the IASB, applied on a consistent basis throughout the periods covered thereby or (B) if Parent provides written notice to the Sellers and the Company that the Required Financial Statements are required to be prepared in accordance with GAAP to comply with SEC filing requirements, in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, (ii) based on the respective books and records of the Business, ISG and the TD Entities that are in the possession of the Sellers, the Company or their Affiliates and (iii) in a manner consistent with the preparation of the audited Financial Statements, including with respect to footnote disclosure (if applicable), in each case except as specifically requested by Parent. The Required Carve-Out Audited Financial Statements, if prepared in accordance with IFRS, shall include a footnote or footnotes reconciling IFRS to GAAP. (c) Following the Closing, Parent and its Affiliates (including the Company Group Entities) shall use commercially reasonable efforts to provide to the Sellers and their respective Affiliates such information, cooperation and assistance as the Sellers shall reasonably request in connection with their obligations under Section 6.22(i). (d) Following the Closing and until the date that is one hundred and twenty (120) days thereafter, the Sellers and their respective Affiliates (other than the Company Group Entities) shall use commercially reasonable efforts to continue to provide to Parent such information and cooperation and assistance as Parent shall reasonably request for Parent to prepare the disclosures required to be included in Parent’s financial statements, including affording Parent and its Representatives reasonable access during normal business hours upon reasonable notice to, the respective books and records of the Business, ISG and, if applicable, the TD Entities, as well as to any employees reasonably expected to be necessary for the preparation of the disclosures required to be included in Parent’s financial statements (including by requiring any purchaser of the TD Entities to provide any such access to books and records or employees pursuant to this Section 6.22(d)).

Required Financial Statements. (a) The Sellers and the Company shall their respective Affiliates shall: (i) use commercially reasonable efforts to prepare and deliver, or cause to be prepared and delivered at or prior to no later than sixty (60) days following the Closing Date, to Parent Buyer the audited carve-out financial statements of the Business required to be filed with the SEC by Parent Buyer on a Current Report on Form 8-K in connection with the Closing pursuant to Item 9.01(a) thereof for the periods specified in Rule 3-05(b) of, and otherwise prepared pursuant to, Regulation S-X under the Securities Act following receipt from by Parent of written notice specifying the financial statements of the Business which are required to be filed with the SEC in accordance with such rules and regulations (such audited financial statements as specified by ParentBuyer, the “Required Carve-Out Audited Financial Statements”), and it being understood that in no circumstances shall the Sellers or any of their Affiliates be required to prepare or deliver or cause to be prepared or delivered the Required Carve-Out Audited Financial Statements for the fiscal year ending December 31, 2016 or December 31, 2017 prior to April 1, 2017 or April 1, 2018, respectively; and (ii) use commercially reasonable efforts to provide ParentBuyer, pursuant to and subject to Section 6.75.06, (A) as promptly as reasonably practicable following the date of the applicable request by ParentBuyer, such information as Parent Buyer shall reasonably request for Parent Buyer and its Subsidiaries to prepare the pro forma financial information regarding Parent Buyer and its consolidated Subsidiaries, including pro forma financial information regarding the China JV, giving effect to the Closing (including the ReorganizationsRestructuring), required to be filed with the SEC by Parent Buyer on a Current Report on Form 8-K in connection with the Closing pursuant to Item 9.01(b) thereof and prepared pursuant to Article 11 of Regulation S-X under the Securities Act (such pro forma financial information as specified by ParentBuyer, the “Required Pro Forma Financial Statements” and, together with the Required Carve-Out Audited Financial Statements, the “Required Financial Statements”) and (B) such other cooperation and assistance as Parent Buyer shall reasonably request in connection with the preparation of the Required Pro Forma Financial Statements. (b) The Required Carve-Out Audited Financial Statements and the Required Pro Forma Financial Statements are collectively referred to as the “Required Financial Statements”. The Required Financial Statements shall be prepared in all material respects (i) (A) in accordance with International Financial Reporting Standards (IFRS, as issued by the IASB, applied on a consistent basis throughout the periods covered thereby or (B) if Parent provides written notice to the Sellers and the Company that the Required Financial Statements are required to be prepared in accordance with GAAP to comply with SEC filing requirements, in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, (ii) based on the respective books Books and records Records of the Business, ISG Sellers and their Affiliates and the TD Entities Cubatão Books and Records that are in the possession of the Sellers, the Company Sellers or their Affiliates and (iii) in a manner consistent with the preparation of the audited Company Audited Financial Statements, including with respect to footnote disclosure (if applicable), in each case except as specifically requested by ParentBuyer. The Required Carve-Out Audited Financial Statements, if prepared in accordance with IFRS, Statements shall include a footnote or footnotes reconciling IFRS to GAAPwith U.S. GAAP total assets and the earnings of the Business. (c) Following the Closing, Parent Buyer and its Affiliates (including the Company Group EntitiesGroup) shall use commercially reasonable efforts to provide to the Sellers and their respective Affiliates such information, cooperation and assistance as the Sellers shall reasonably request in connection with their obligations under Section 6.22(i5.12(a)(i). (d) Following the Closing and until the date that is one hundred and twenty (120) days thereafter, the Sellers and their respective Affiliates (other than the Company Group EntitiesGroup) shall use commercially reasonable efforts to continue to provide to Parent Buyer such information and cooperation and assistance as Parent Buyer shall reasonably request for Parent Buyer to prepare the disclosures required to be included in ParentBuyer’s financial statements, including affording Parent Buyer and its Representatives authorized representatives reasonable access during normal business hours access, upon reasonable notice to, (i) the respective Books and Records, the Cubatão Books and Records and other books and records (which would reasonably be expected to be necessary in the preparation of the Business, ISG and, if applicable, disclosures required to be included in Buyer’s financial statements) in each case in the TD Entities, as well as to any employees possession of Sellers or their respective Affiliates (other than the Company Group) and (ii) the personnel of the Sellers or their respective Affiliates (other than the Company Group) who would be reasonably expected to be necessary for the preparation of the disclosures required to be included in ParentBuyer’s financial statements statements; provided, however, that notwithstanding anything to the contrary in this Agreement, (i) nothing in this Section 5.12 shall require such information, cooperation or assistance to the extent it would unreasonably interfere with the normal business operations of the Sellers or their Affiliates and (ii) the Sellers and their Affiliates shall not be required to incur any Liability in connection with providing such information, cooperation or assistance for which the Sellers are not entitled to reimbursement and indemnification by Buyer pursuant to Section 5.12(e). (e) Buyer shall (i) promptly upon request by the Sellers, reimburse the Sellers for all reasonable and documented out-of-pocket fees and expenses of the Sellers and their Affiliates (including, prior to the Closing, the Company Group) and all reasonable and documented fees and expenses of their outside representatives incurred in connection with this Section 5.12 and (ii) except in the case of the Sellers’ or their respective Affiliates’ willful misconduct, fraud or gross negligence, indemnify and hold harmless the Sellers and their Affiliates (including, prior to the Closing, the Company Group), and their respective officers, employees and representatives, against any claim, Loss, damage, interest, injury, Liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including reasonable fees and expenses of outside representatives) or settlement payment incurred as a result of such cooperation and any information utilized in connection therewith, it being understood that no such fees, expenses, claims, Losses, damages, interest, injuries, Liabilities, judgments, awards, penalties, fines, Taxes, costs (including costs of investigation) or settlement payments incurred by requiring any purchaser of the TD Entities Sellers or their Affiliates (including, prior to provide any such access to books and records or employees the Closing, the Company Group) pursuant to this Section 6.22(d))5.12 shall constitute Transaction Expenses for any purpose hereunder.

Required Financial Statements. (a) The Sellers Following the Closing, Parent shall, and the Company shall (i) prepare and delivercause each of its Affiliates to, or cause to be prepared and delivered at or prior to provide Issuer as soon as practicable, but in no event later than 30 days after the Closing Date, to Parent the audited carve-out all financial statements of the Business and financial and other information required to be filed included in, or required to facilitate the preparation of, pro forma or other financial statements (including applicable pro forma adjustments) or financial information to the extent required to be included in (i) Issuer’s and/or any of its Affiliate’s filings with the SEC by Parent on a Current Report on Form 8-K pursuant to Item 2.01 and 9.01 thereof and any financial statements required thereunder, in each case, in connection with the Closing transactions described in the Transaction Documents (the “Form 8-K Information”), (ii) Issuer’s other reports prepared pursuant to Item 9.01(a) thereof for the periods specified in Rule 3-05(b) of, Exchange Act and otherwise prepared pursuant to, Regulation S-X under the Securities Act following receipt from Parent of written notice specifying the any financial statements of the Business which are required to be filed with the SEC in accordance with such rules and regulations thereunder (such audited financial statements as specified by Parent, the “Required Carve-Out Audited Financial StatementsExchange Act Information”), and (iiiii) use commercially reasonable efforts to provide Parent, pursuant to and subject to Section 6.7, (A) as promptly as reasonably practicable following any registration statement under the date Securities Act prepared by Issuer or any of the applicable request by Parent, such information as Parent shall reasonably request for Parent and its Subsidiaries to prepare the pro forma financial information regarding Parent and its consolidated SubsidiariesAffiliates, including pro forma financial information regarding the China JV, giving effect to the Closing (including the Reorganizations), required to be filed statements prepared in accordance with the SEC by Parent on a Current Report on Form 8Rule 3-K in connection with the Closing pursuant to Item 9.01(b) thereof and prepared pursuant to Article 11 05 of Regulation S-X under for all fiscal periods completed prior to the Securities Act (such Closing Date and all financial information through the Closing Date reasonably necessary to reflect the transactions described in the Transaction Documents in Issuer’s financial statements or to prepare pro forma financial information as specified by Parent, statements reflecting the “Required Pro Forma Financial Statements” and, transactions described in the Transaction Documents (together with the Required CarveForm 8-Out Audited Financial StatementsK Information and the Exchange Act Information, the “Required Financial StatementsInformation”). For purposes of clarification, if financial statements covering different periods could constitute the Required Financial Information under the Exchange Act or the Securities Act and the rules and regulations promulgated thereunder, then Issuer shall determine which such periods will constitute the Required Financial Statements for purposes of this Agreement. Parent shall provide to Issuer and its accounting advisors reasonably promptly such financial information readily available to Parent related to the Companies as Issuer may reasonably request. (b) Parent will cooperate with Issuer and its Affiliates in preparation of all such pro forma or other financial statements or other information described above, and will use its reasonable best efforts to obtain (including by providing requested representations to such accountants), if so required under the Securities Act or the Exchange Act, an unqualified audit opinion from the Issuer’s independent public accounting firm, with respect to such financial statements (which audit opinion shall comply with the requirements of the SEC) and the consent of such firm to the inclusion or incorporation by reference of their audit opinion in any registration statement filed by Issuer or any of its Affiliates pursuant to the Securities Act (Bwhich audit opinion and consent shall also constitute Required Financial Information). (c) such other cooperation From and assistance as after the Closing Date, Parent shall reasonably cooperate with Issuer and its accountants and auditors and provide to Issuer and its accountants and auditors, during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, access to such information, books and records related to either Company as Issuer may reasonably request in connection with the preparation by Issuer of historical financial statements related to either Company as may be required to be included in any filing under the Required Pro Forma Financial Statements. Exchange Act and the regulations promulgated thereunder, including Regulation S-X, to be reported on a current report on Form 8-K filed in connection with the transactions described in the Transaction Documents and any other filing as may be required under Applicable Law. Without limiting the foregoing, such cooperation shall include: (a) where appropriate, the signing of management representation letters as are required in connection with such audit and (b) The Required Financial Statements shall be prepared in all material respects (i) (A) in accordance as reasonably requested by Issuer, access, during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, to appropriate individuals with IFRS, as issued by knowledge of the IASB, applied on a consistent basis throughout the periods covered thereby or (B) if Parent provides written notice historical financial information related to the Sellers and the Company that the Required Financial Statements are required Companies to be prepared in accordance with GAAP to comply with SEC filing requirements, in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, (ii) based on the respective books and records of the Business, ISG and the TD Entities that are in the possession of the Sellers, the Company or their Affiliates and (iii) in a manner consistent with the allow for preparation of the audited Financial Statements, including with respect to footnote disclosure (if applicable), in each case except as specifically requested such financial statements. Issuer shall reimburse Parent for all out-of-pocket expenses incurred by Parent. The Required Carve-Out Audited Financial Statements, if prepared in accordance with IFRS, shall include a footnote Parent or footnotes reconciling IFRS to GAAP. (c) Following the Closing, Parent and its Affiliates (including the Company Group Entities) shall use commercially reasonable efforts to provide to the Sellers and their respective Affiliates such information, cooperation and assistance as the Sellers shall reasonably request in connection with their obligations under this Section 6.22(i)7.9. (d) Following From and after the Closing and until the date that is one hundred and twenty (120) days thereafterDate, the Sellers and their respective Affiliates (other than the Company Group Entities) shall use commercially reasonable efforts to continue to provide to Parent such information and cooperation and assistance as Parent shall reasonably request for Parent to prepare the disclosures required to be included in Parent’s financial statements, including affording Parent cooperate with Issuer and its Representatives reasonable access during normal business hours upon reasonable notice to, accountants and auditors to implement disclosure controls and procedures as required for BR-NV to comply with the respective books and records applicable requirements of the Business, ISG and, if applicable, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and applicable rules and regulations promulgated by the TD Entities, as well as to any employees reasonably expected to be necessary SEC thereunder for the preparation purposes of the disclosures required to be included in ParentIssuer’s financial statements (including by requiring any purchaser of the TD Entities to provide any such access to books and records or employees pursuant to this Section 6.22(d))SEC reporting requirements.

Required Financial Statements. (a) The Sellers In recognition of the requirements for the Company’s timely filing of certain financial information with the Securities and the Company shall (i) prepare Exchange Commission, from and deliver, or cause to be prepared and delivered at or prior to after the Closing Date, the Sellers shall and shall cause their Affiliates to Parent the audited carve-out financial statements of the Business required to be filed reasonably cooperate with the SEC by Parent Acquiror and its accountants and auditors on a Current Report on Form 8-K in connection with timely basis and provide to the Closing pursuant to Item 9.01(a) thereof for the periods specified in Rule 3-05(b) ofAcquiror and its accountants and auditors, during normal business hours and otherwise prepared pursuant to, Regulation S-X under the Securities Act following receipt from Parent of upon reasonable prior written notice specifying access to such information, books and records 38 related to the financial statements of the Business which are required to be filed with the SEC in accordance with such rules and regulations (such audited financial statements as specified by ParentBusiness, the “Required Carve-Out Audited Financial Statements”), Company and (ii) use commercially reasonable efforts to provide Parent, pursuant to and subject to Section 6.7, (A) the Company’s Subsidiaries as promptly as reasonably practicable following the date of the applicable request by Parent, such information as Parent shall reasonably request for Parent and its Subsidiaries to prepare the pro forma financial information regarding Parent and its consolidated Subsidiaries, including pro forma financial information regarding the China JV, giving effect to the Closing (including the Reorganizations), required to be filed with the SEC by Parent on a Current Report on Form 8-K in connection with the Closing pursuant to Item 9.01(b) thereof and prepared pursuant to Article 11 of Regulation S-X under the Securities Act (such pro forma financial information as specified by Parent, the “Required Pro Forma Financial Statements” and, together with the Required Carve-Out Audited Financial Statements, the “Required Financial Statements”) and (B) such other cooperation and assistance as Parent shall Acquiror may reasonably request in connection with the preparation of the Required Pro Forma Financial Statements. (b) The Required Financial Statements shall be prepared in all material respects (i) (A) in accordance with IFRS, as issued by the IASB, applied on a consistent basis throughout the periods covered thereby or (B) if Parent provides written notice Acquiror of historical financial statements related to the Sellers and the Company that the Required Financial Statements are required to be prepared in accordance with GAAP to comply with SEC filing requirements, in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, (ii) based on the respective books and records of the Business, ISG the Company and the TD Entities that are in the possession of the Sellers, the Company or their Affiliates and (iii) in a manner consistent with the preparation of the audited Financial Statements, including with respect to footnote disclosure (if applicable), in each case except Company’s Subsidiaries as specifically requested by Parent. The Required Carve-Out Audited Financial Statements, if prepared in accordance with IFRS, shall include a footnote or footnotes reconciling IFRS to GAAP. (c) Following the Closing, Parent and its Affiliates (including the Company Group Entities) shall use commercially reasonable efforts to provide to the Sellers and their respective Affiliates such information, cooperation and assistance as the Sellers shall reasonably request in connection with their obligations under Section 6.22(i). (d) Following the Closing and until the date that is one hundred and twenty (120) days thereafter, the Sellers and their respective Affiliates (other than the Company Group Entities) shall use commercially reasonable efforts to continue to provide to Parent such information and cooperation and assistance as Parent shall reasonably request for Parent to prepare the disclosures may be required to be included in Parent’s financial statementsany filing under the Securities Exchange Act of 1934 and the regulations promulgated thereunder, including affording Parent Regulation S-X, to be reported on a current report on Form 8-K filed in connection with the transactions contemplated hereby and its Representatives reasonable access any other filing as may be required under applicable Law. Without limiting the foregoing, such cooperation shall include: (a) where appropriate, the signing of management representation letters as are required in connection with such audit and (b) as reasonably requested by the Acquiror, access, during normal business hours and upon reasonable prior written notice to, to appropriate individuals with knowledge of the respective books and records of historical financial information related to the Business, ISG and, if applicable, the TD Entities, as well as Company and the Company’s Subsidiaries to any employees reasonably expected to allow for preparation of such financial statements. The Company and the Sellers acknowledge and agree that (x) the Acquiror and the Company shall be necessary responsible for the preparation costs and expenses of preparing the audit of the disclosures required to be included in ParentCompany’s financial statements contemplated by this Section 6.13, (including by requiring y) the Sellers shall be responsible for the initial $25,000 in third party costs attributable to the Sellers’ compliance with this Section 6.13 and thereafter the Company shall be responsible for any purchaser additional third party costs in excess of such $25,000 that is attributable to the Sellers’ compliance with this Section 6.13; provided that the Sellers provide the Company with advance notice of the TD Entities to provide any anticipated amount of such access to books third party costs that the Sellers’ anticipate incurring in excess of the initial $25,000 and records or employees pursuant to (z) time is of the essence for the purposes of the Sellers’ obligations arising under this Section 6.22(d))6.13. The Sellers shall be deemed not to be in breach of this Section 6.13 to the extent that the Sellers’ failure to comply with this Section 6.13 is as a result of a breach by the Acquiror and the Company of clause (x) of the preceding sentence.

Required Financial Statements. (a) The Sellers In recognition of the requirements for the Company’s timely filing of certain financial information with the Securities and the Company shall (i) prepare Exchange Commission, from and deliver, or cause to be prepared and delivered at or prior to after the Closing Date, the Sellers shall and shall cause their Affiliates to Parent the audited carve-out financial statements of the Business required to be filed reasonably cooperate with the SEC by Parent Acquiror and its accountants and auditors on a Current Report on Form 8-K in connection with timely basis and provide to the Closing pursuant to Item 9.01(a) thereof for the periods specified in Rule 3-05(b) ofAcquiror and its accountants and auditors, during normal business hours and otherwise prepared pursuant to, Regulation S-X under the Securities Act following receipt from Parent of upon reasonable prior written notice specifying access to such information, books and records related to the financial statements of the Business which are required to be filed with the SEC in accordance with such rules and regulations (such audited financial statements as specified by ParentBusiness, the “Required Carve-Out Audited Financial Statements”), Company and (ii) use commercially reasonable efforts to provide Parent, pursuant to and subject to Section 6.7, (A) the Company’s Subsidiaries as promptly as reasonably practicable following the date of the applicable request by Parent, such information as Parent shall reasonably request for Parent and its Subsidiaries to prepare the pro forma financial information regarding Parent and its consolidated Subsidiaries, including pro forma financial information regarding the China JV, giving effect to the Closing (including the Reorganizations), required to be filed with the SEC by Parent on a Current Report on Form 8-K in connection with the Closing pursuant to Item 9.01(b) thereof and prepared pursuant to Article 11 of Regulation S-X under the Securities Act (such pro forma financial information as specified by Parent, the “Required Pro Forma Financial Statements” and, together with the Required Carve-Out Audited Financial Statements, the “Required Financial Statements”) and (B) such other cooperation and assistance as Parent shall Acquiror may reasonably request in connection with the preparation of the Required Pro Forma Financial Statements. (b) The Required Financial Statements shall be prepared in all material respects (i) (A) in accordance with IFRS, as issued by the IASB, applied on a consistent basis throughout the periods covered thereby or (B) if Parent provides written notice Acquiror of historical financial statements related to the Sellers and the Company that the Required Financial Statements are required to be prepared in accordance with GAAP to comply with SEC filing requirements, in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, (ii) based on the respective books and records of the Business, ISG the Company and the TD Entities that are in the possession of the Sellers, the Company or their Affiliates and (iii) in a manner consistent with the preparation of the audited Financial Statements, including with respect to footnote disclosure (if applicable), in each case except Company’s Subsidiaries as specifically requested by Parent. The Required Carve-Out Audited Financial Statements, if prepared in accordance with IFRS, shall include a footnote or footnotes reconciling IFRS to GAAP. (c) Following the Closing, Parent and its Affiliates (including the Company Group Entities) shall use commercially reasonable efforts to provide to the Sellers and their respective Affiliates such information, cooperation and assistance as the Sellers shall reasonably request in connection with their obligations under Section 6.22(i). (d) Following the Closing and until the date that is one hundred and twenty (120) days thereafter, the Sellers and their respective Affiliates (other than the Company Group Entities) shall use commercially reasonable efforts to continue to provide to Parent such information and cooperation and assistance as Parent shall reasonably request for Parent to prepare the disclosures may be required to be included in Parent’s financial statementsany filing under the Securities Exchange Act of 1934 and the regulations promulgated thereunder, including affording Parent Regulation S-X, to be reported on a current report on Form 8-K filed in connection with the transactions contemplated hereby and its Representatives reasonable access any other filing as may be required under applicable Law. Without limiting the foregoing, such cooperation shall include: (a) where appropriate, the signing of management representation letters as are required in connection with such audit and (b) as reasonably requested by the Acquiror, access, during normal business hours and upon reasonable prior written notice to, to appropriate individuals with knowledge of the respective books and records of historical financial information related to the Business, ISG and, if applicable, the TD Entities, as well as Company and the Company’s Subsidiaries to any employees reasonably expected to allow for preparation of such financial statements. The Company and the Sellers acknowledge and agree that (x) the Acquiror and the Company shall be necessary responsible for the preparation costs and expenses of preparing the audit of the disclosures required to be included in ParentCompany’s financial statements contemplated by this Section 6.13, (including by requiring y) the Sellers shall be responsible for the initial $25,000 in third party costs attributable to the Sellers’ compliance with this Section 6.13 and thereafter the Company shall be responsible for any purchaser additional third party costs in excess of such $25,000 that is attributable to the Sellers’ compliance with this Section 6.13; provided that the Sellers provide the Company with advance notice of the TD Entities to provide any anticipated amount of such access to books third party costs that the Sellers’ anticipate incurring in excess of the initial $25,000 and records or employees pursuant to (z) time is of the essence for the purposes of the Sellers’ obligations arising under this Section 6.22(d))6.13. The Sellers shall be deemed not to be in breach of this Section 6.13 to the extent that the Sellers’ failure to comply with this Section 6.13 is as a result of a breach by the Acquiror and the Company of clause (x) of the preceding sentence.

Required Financial Statements. (a) The Sellers Seller and the Company Acquired Companies shall (i) prepare and deliver, or cause to be prepared and delivered at or prior to the Closing Date, to Parent Acquirer the audited carve-out financial statements of the Business required to be filed with the SEC by Parent Acquirer on a Current Report on Form 8-K in connection with the Closing pursuant to Item 9.01(a) thereof for the periods specified in Rule 3-05(b) of, and otherwise prepared pursuant to, Regulation S-X under the Securities Act following receipt from Parent by Acquirer of written notice specifying the financial statements of the Business which are required to be filed with the SEC in accordance with such rules and regulations (such audited financial statements as specified by ParentAcquirer, the “Required Carve-Out Audited Financial Statements”), and (ii) use commercially reasonable efforts to provide ParentAcquirer, pursuant to and subject to Section 6.76.8, (A) as promptly as reasonably practicable following the date of the applicable request by ParentAcquirer, such information as Parent Acquirer shall reasonably request for Parent Acquirer and its Subsidiaries to prepare the pro forma financial information regarding Parent Acquirer and its consolidated Subsidiaries, including pro forma financial information regarding the China JV, giving effect to the Closing (including the Reorganizations)Closing, required to be filed with the SEC by Parent Acquirer on a Current Report on Form 8-K in connection with the Closing pursuant to Item 9.01(b) thereof and prepared pursuant to Article 11 of Regulation S-X under the Securities Act (such pro forma financial information as specified by ParentAcquirer, the “Required Pro Forma Financial Statements” and, together with the Required Carve-Out Audited Financial Statements, the “Required Financial Statements”) and (B) such other cooperation and assistance as Parent Acquirer shall reasonably request in connection with the preparation of the Required Pro Forma Financial Statements. (b) The Required Financial Statements shall be prepared in all material respects (i) (A) in accordance with IFRS, as issued by the IASB, applied on a consistent basis throughout the periods covered thereby or (B) if Parent provides written notice to the Sellers and the Company that the Required Financial Statements are required to be prepared in accordance with GAAP to comply with SEC filing requirements, in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, (ii) based on the respective books and records of the Business, ISG and the TD Entities that are in the possession of the Sellers, the Company or their Affiliates and (iii) in a manner consistent with the preparation of the audited Financial Statements, including with respect to footnote disclosure (if applicable), in each case except as specifically requested by Parent. The Required Carve-Out Audited Financial Statements, if prepared in accordance with IFRS, shall include a footnote or footnotes reconciling IFRS to GAAP. (c) Following the Closing, Parent and its Affiliates (including the Company Group Entities) shall use commercially reasonable efforts to provide to the Sellers and their respective Affiliates such information, cooperation and assistance as the Sellers shall reasonably request in connection with their obligations under Section 6.22(i). (d) Following the Closing and until the date that is one hundred and twenty (120) days thereafter, the Sellers and their respective Affiliates (other than the Company Group Entities) shall use commercially reasonable efforts to continue to provide to Parent such information and cooperation and assistance as Parent shall reasonably request for Parent to prepare the disclosures required to be included in Parent’s financial statements, including affording Parent and its Representatives reasonable access during normal business hours upon reasonable notice to, the respective books and records of the Business, ISG and, if applicable, the TD Entities, as well as to any employees reasonably expected to be necessary for the preparation of the disclosures required to be included in Parent’s financial statements (including by requiring any purchaser of the TD Entities to provide any such access to books and records or employees pursuant to this Section 6.22(d)).

Required Financial Statements. (a) The Sellers and For purposes of this Agreement, the “Relevant Financial Statements” shall mean the consolidated balance sheet of the Company shall and its Subsidiaries as of the last day of each of the last three (i3) prepare and deliver, or cause to be prepared and delivered at or fiscal years ending prior to the Closing Date, to Parent and the audited carve-out financial consolidated statements of the Business required to be filed with the SEC by Parent on a Current Report on Form 8-K in connection with the Closing pursuant to Item 9.01(a) thereof for the periods specified in Rule 3-05(b) ofstockholders’ equity, operations and otherwise prepared pursuant to, Regulation S-X under the Securities Act following receipt from Parent of written notice specifying the financial statements cash flow of the Business which are required to be filed with the SEC in accordance with such rules and regulations (such audited financial statements as specified by Parent, the “Required Carve-Out Audited Financial Statements”), and (ii) use commercially reasonable efforts to provide Parent, pursuant to and subject to Section 6.7, (A) as promptly as reasonably practicable following the date of the applicable request by Parent, such information as Parent shall reasonably request for Parent Company and its Subsidiaries to prepare for the pro forma financial information regarding Parent and its consolidated Subsidiariestwelve (12) month period then-ended, including pro forma financial information regarding the China JV, giving effect to the Closing (including the Reorganizations), required to be filed with the SEC by Parent on a Current Report on Form 8-K in connection with the Closing pursuant to Item 9.01(b) thereof and prepared pursuant to Article 11 of Regulation S-X under the Securities Act (such pro forma financial information as specified by Parent, the “Required Pro Forma Financial Statements” and, together with the Required Carve-Out Audited Financial Statements, the “Required Financial Statements”) and (B) such other cooperation and assistance as Parent shall reasonably request in connection with the preparation of the Required Pro Forma Financial Statements. (b) The Required Financial Statements shall be prepared in all material respects (i) (A) in accordance with IFRS, as issued by the IASB, applied on a consistent basis throughout the periods covered thereby or (B) if Parent provides written notice to the Sellers and the Company that the Required Financial Statements are required to be prepared in accordance with GAAP to comply with SEC filing requirements, in accordance with GAAP applied on a consistent basis throughout the periods covered therebyindicated. The Company shall engage an independent certified public accounting firm registered with the PCAOB that is acceptable to Acquiror, (ii) based on the respective books and records “Audit Firm” to perform an audit of the BusinessRelevant Financial Statements (the “Audit”), ISG and shall submit to the TD Entities that are in Audit Firm the possession of Relevant Financial Statements to perform such audit. The Company shall use its reasonable best efforts to cause the SellersAudit Firm to complete the Audit and to deliver to Acquiror the Audit, together with an unqualified opinion from the Company or their Affiliates and (iii) in a manner consistent with the preparation of the audited Financial Statements, including Audit Firm with respect to footnote disclosure the Audit (if applicable)the Relevant Financial Statements as so audited by the Audit Firm and accompanied by such unqualified opinion of the Audit Firm with respect thereto, in each case except as specifically requested by Parent. The the “Required Carve-Out Audited Financial Statements”) as promptly as reasonably practicable. The Company shall cause the Relevant Financial Statements when delivered to the Audit Firm to, if prepared and the Required Audited Financial Statements when delivered to Acquiror shall, (A) be derived from and will be, in accordance with IFRSwith, shall include a footnote or footnotes reconciling IFRS to GAAP. the Books and Records, and (cB) Following fairly present the Closing, Parent financial condition of the Company and its Affiliates (including Subsidiaries at the dates therein indicated and the consolidated results of operations and cash flows of the Company Group Entitiesand its Subsidiaries for the periods therein specified (clauses (A) shall use commercially reasonable efforts to provide to and (B), the Sellers and their respective Affiliates such information, cooperation and assistance as the Sellers shall reasonably request in connection with their obligations under Section 6.22(i“Preparation Guidelines”). (d) Following the Closing and until the date that is one hundred and twenty (120) days thereafter, the Sellers and their respective Affiliates (other than the Company Group Entities) shall use commercially reasonable efforts to continue to provide to Parent such information and cooperation and assistance as Parent shall reasonably request for Parent to prepare the disclosures required to be included in Parent’s financial statements, including affording Parent and its Representatives reasonable access during normal business hours upon reasonable notice to, the respective books and records of the Business, ISG and, if applicable, the TD Entities, as well as to any employees reasonably expected to be necessary for the preparation of the disclosures required to be included in Parent’s financial statements (including by requiring any purchaser of the TD Entities to provide any such access to books and records or employees pursuant to this Section 6.22(d)).

Required Financial Statements. (a) The Sellers and the Company shall use commercially reasonable efforts to cause the following financial statements to be prepared and, subject to Section 5.11(e), delivered, to the Acquiror not later than 60 days after the date of this Agreement: (i) prepare and deliver, or cause to be prepared and delivered at or prior to the Closing Date, to Parent the audited carve-out annual financial statements of the Business required to be filed with the SEC by Parent on a Current Report on Form 8-K in connection with the Closing pursuant to Item 9.01(a) thereof for the periods specified in Rule 3-05(b) ofyear ended December 31, and otherwise prepared pursuant to, Regulation S-X under the Securities Act following receipt from Parent of written notice specifying the financial statements of the Business which are required to be filed with the SEC in accordance with such rules and regulations 2015 (such audited financial statements as specified by Parent, the “Required Carve-Out Audited Financial Statements”), and (ii) use commercially reasonable efforts to provide Parent, pursuant to and subject to Section 6.7, (A) as promptly as reasonably practicable following the date unaudited financial statements of the applicable request by ParentBusiness for the six months ended June 30, such information as Parent shall reasonably request for Parent 2016 and its Subsidiaries to prepare the pro forma financial information regarding Parent and its consolidated SubsidiariesJune 30, including pro forma financial information regarding the China JV, giving effect to the Closing 2015 (including the Reorganizations), required to be filed with the SEC by Parent on a Current Report on Form 8-K in connection with the Closing pursuant to Item 9.01(b) thereof and prepared pursuant to Article 11 of Regulation S-X under the Securities Act (such pro forma financial information as specified by Parentcollectively, the “Required Pro Forma Financial Statements” and, together with the Required Carve-Out Audited Financial Statements, the “Required Special Purpose Financial Statements”), in each case in accordance with and limited to the scope set forth in Schedule 5.11 attached hereto. The Company has engaged an internationally recognized accounting firm (the “Preparing Firm”) and (B) such other cooperation and assistance as Parent shall reasonably request in connection to assist with the preparation of the Required Pro Forma Special Purpose Financial Statements and the Additional Financial Statements, and has engaged another independent, internationally recognized accounting firm (the “Auditing Firm”) to conduct an audit of the Audited Financial Statements (and no audit, other than the audit of the Audited Financial Statements, shall be required pursuant to this Section 5.11). The Company’s cooperation required herein shall include, to the extent within its control and during normal business hours, providing the Acquiror and the Preparing Firm and Auditing Firm with reasonable access to the books, records and other materials of the Company and the personnel of, the Company, including such historical financial information relating to the Business as the Preparing Firm and Auditing Firm may reasonably request, in each case, in order to permit the timely completion of the Special Purpose Financial Statements and the Additional Financial Statements. The Company shall prepare the Special Purpose Financial Statements in accordance with the accounting principles attached hereto as Schedule 5.11 to this Agreement, and such accounting principles shall be the basis of the audit to be performed by the Auditing Firm. The Company shall prepare the Additional Financial Statements in a manner consistent with the basis of presentation described in Schedule 5.11; provided that it is understood and agreed that certain disclosures included in the Special Purpose Financial Statements are not required for the Additional Financial Statements. (b) The Required Financial Statements Company shall also use commercially reasonable efforts to cause the following financial statements to be prepared in all material respects and, subject to Section 5.11(e), delivered, to the Acquiror not later than 60 days after the date of this Agreement: (i) (A) in accordance with IFRSa statement of revenue and direct expenses of the Business for the period from July 1, as issued by the IASB, applied on a consistent basis throughout the periods covered thereby or (B) if Parent provides written notice 2016 to the Sellers close of business on the date immediately preceding the date of this Agreement and the Company that the Required Financial Statements are required to be prepared in accordance with GAAP to comply with SEC filing requirements, in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, (ii) based on statements of revenue and direct expenses of the respective books Business for each of the quarters and records year to date periods ended June 30, 2016, March 31, 2016, September 30, 2015, June 30, 2015, and March 31, 2015 (collectively, the “Additional Financial Statements”); provided that, if due to resource constraints or other issues that Company believes it will not be able provide all of the Special Purpose Financial Statements and Additional Financial Statements within 60 days following the date of this Agreement, it shall prioritize the Special Purpose Financial Statements over the Additional Financial Statements, followed by those Additional Financial Statements that the Acquiror indicates in writing should receive the next highest priority. Notwithstanding the mutual understanding of the Company and the Acquiror that no other financial statements or information with respect to the Business, ISG the Transferred Assets or the Assumed Liabilities is expected to be required for any purpose following the delivery of the Special Purpose Financial Statements and the TD Entities that are in Additional Financial Statements, for a period of eighteen months following the possession date of the Sellersthis Agreement, the Company or their Affiliates shall, and (iii) in a manner consistent with shall cause the preparation of the audited Financial StatementsAsset Sellers to, including with respect to footnote disclosure (if applicable), in each case except as specifically requested by Parent. The Required Carve-Out Audited Financial Statements, if prepared in accordance with IFRS, shall include a footnote or footnotes reconciling IFRS to GAAP. (c) Following the Closing, Parent and its Affiliates (including the Company Group Entities) shall use commercially reasonable efforts to provide the Acquiror, at the Acquiror’s sole cost and expense, as soon as reasonably practicable following reasonable written request specifying the information required, such financial and other information related to the Sellers Business, the Transferred Assets or the Assumed Liabilities that are required to be included in, or required to facilitate the preparation of, pro forma or other financial statements (including Acquiror’s financial statements and their respective Affiliates such informationapplicable pro forma financial statements and adjustments) or financial information required to be included in (i) the Acquiror’s filings with the SEC on Form 8-K pursuant to Item 2.01 and 9.01 thereof and any financial statements required thereunder, cooperation and assistance as the Sellers shall reasonably request in each case, in connection with the Closing and the Transactions, (ii) the Acquiror’s other reports prepared pursuant to the Exchange Act and any financial statements required thereunder, and (iii) any registration statement under the Securities Act prepared by the Acquiror or any of its Affiliates (the information in each of clauses (i), (ii) and (iii) of this sentence, together with the Special Purpose Financial Statements and the Additional Financial Statements, the “Required Financial Information”); provided that the Company’s obligations pursuant to this sentence shall not require the Company to unreasonably disrupt its own or any of its Affiliates’ businesses. (c) The Company agrees to make available to the Preparing Firm and the Auditing Firm, as promptly as reasonably practicable following their request, such internally prepared financial statements and related work papers in the possession of the Company relating to the operations or financial condition of the Business for the periods and as of the dates covered by the Special Purpose Financial Statements and the Additional Financial Statements as may be reasonable required to satisfy the Company’s obligations under Section 6.22(i5.11(a) and Section 5.11(b), and shall otherwise reasonably cooperate with the Preparing Firm and the Auditing Firm with respect to the preparation and audit, as applicable, thereof. The Acquiror also agrees to provide such cooperation to the Preparing Firm and the Auditing Firm in connection with the preparation of the Special Purpose Financial Statements and the Additional Financial Statements, and to the Preparing Firm in connection with the preparation of any other Required Financial Information (to the extent the Preparing Firm is engaged with respect to any such other Required Financial Information), as the Preparing Firm and the Auditing Firm may reasonably request. (d) Following the Closing and until For a period of eighteen months following the date that is one hundred and twenty (120) days thereafterof this Agreement, the Sellers and their respective Affiliates (other than the Company Group Entities) shall use commercially reasonable efforts efforts, at the Acquiror’s sole cost and expense, following the Acquiror’s reasonable written request, to continue obtain (A) consents from the Auditing Firm to provide the inclusion of the Auditing Firm’s audit opinion in registration statements and periodic and other reports filed by the Acquiror under the Securities Act or the Exchange Act and (B) such customary comfort letters from the Auditing Firm as the underwriters of any offering under such registration statements may reasonably request. (e) The Company’s documented out-of-pocket costs and expenses incurred to Parent support and facilitate the preparation and audit of the Special Purpose Financial Statements and the Additional Financial Statements, and to comply with the Company’s other obligations set forth in this Section 5.11 shall be paid by the Acquiror promptly (and in any event not later than five Business Days) upon request and submission of reasonable support with respect to such information amounts, and cooperation and assistance as Parent shall reasonably request for Parent to prepare the disclosures Company may require that any such amount required (or estimated to be included required) to fulfill its obligations hereunder be paid in Parent’s financial statements, including affording Parent advance by the Acquiror prior to the Company incurring any such costs or expenses. The Preparing Firm and its Representatives reasonable access during normal business hours upon reasonable notice to, Auditing Firm have each provided the respective books and records Company with an estimated range of the Business, ISG and, if applicable, the TD Entities, as well as to any employees reasonably expected to be necessary amount of fees required for the preparation and audit of the disclosures required Special Purpose Financial Statements and the Additional Financial Statements, as applicable (the maximum of the range for the Preparing Firm and the Auditing Firm in the aggregate, the “Accountants’ Fees”). The Acquiror shall pay to be the Company (or any Affiliate designated by the Company) an amount equal to the Accountants’ Fees at the Closing; provided that, for the avoidance of doubt, (i) any additional fees, costs or expenses (including out-of-pocket fees and expenses, and any other costs and expenses, of the Company, the Preparing Firm or the Auditing Firm that were not included in Parent’s financial statements (including by requiring any purchaser the Accountants’ Fees) in connection with the preparation and audit of the TD Entities Special Purpose Financial Statements, the Additional Financial Statements or compliance with the other obligations set forth in this Section 5.11 shall be paid promptly (and in any event not later than five Business Days) by the Acquiror upon request and submission of reasonable support with respect to provide such additional amounts and (ii) if the actual final fees, costs and expenses of the Company, the Preparing Firm and the Auditing Firm in connection with the preparation and audit of the Special Purpose Financial Statements, the Additional Financial Statements or compliance with the other obligations set forth in this Section 5.11 are less than the Accountants’ Fees, the Company shall promptly remit to the Acquiror such difference. Until any such access to books and records or employees amount owed by the Acquiror pursuant to Section 5.11(e)(i) is paid in full, the Company may withhold delivery of the Special Purpose Financial Statements and the Additional Financial Statements, and such withholding and failure to deliver shall not be in violation of this Section 6.22(d)5.11. The Company shall not make any changes to the engagement letters with the Preparing Firm or the Auditing Firm with respect to the Special Purpose Financial Statements or the Additional Financial Statements if such changes would result in additional liability to the Acquiror without the Acquiror’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned. The Company shall, as promptly as reasonably practicable following its knowledge thereof, communicate to the Acquiror any material increases to the Accounting Fees in connection with the preparation and audit of the Special Purpose Financial Statements and the Additional Financial Statements, and shall reasonably cooperate with the Acquiror to work in good faith to determine any reasonable means of limiting such increases (without any cost thereof being borne directly or indirectly by the Company).

Required Financial Statements. Purchaser has determined that it may be required to file the following financial statements of the Company in accordance with the requirements of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”) with respect to the transactions contemplated by this Agreement (the “Required Financial Statements”): (a) The Sellers the audited balance sheet and audited statement of income, stockholders’ equity, and cash flows for the Company shall (i) prepare and deliver, or cause to be prepared and delivered at or most recently completed fiscal year that has ended more than 90 days prior to the Closing Date, to Parent ; and (b) the audited carve-out financial unaudited balance sheets and the related unaudited statements of income and cash flows for the Business required interim period from the date of the most recent such audited balance sheet through the end of the most recent quarterly period that has ended more than 40 days prior to be filed the Closing Date (and in any event including such unaudited balance sheets and related unaudited statements of income and cash flows for the Company’s six months ended on June 30, 2018 and for the corresponding period of the prior fiscal year. The Company shall use commercially reasonable efforts to provide to Purchaser the Required Financial Statements, together with the unqualified audit report of the Company’s independent auditors thereon, meeting the requirements of Regulation S-X promulgated by the SEC by Parent on and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a Current Report on Form 8-K in connection with filed by Purchaser related to the Closing pursuant to Item 9.01(a) thereof for the periods specified in Rule 3-05(b) of, and otherwise prepared pursuant to, Regulation S-X transactions contemplated hereby under the Securities Exchange Act following receipt from Parent of written notice specifying 1934, as amended, no later than 30 days after the financial statements of the Business which are required to be filed with the SEC in accordance with such rules and regulations (such audited financial statements as specified by Parent, the “Required Carve-Out Audited Financial Statements”), and (ii) Closing Date. The Company shall use commercially reasonable efforts to provide Parentcooperate, pursuant and shall direct its independent auditors to and subject to Section 6.7reasonably cooperate, (A) as promptly as reasonably practicable following the date of the applicable request by Parent, such information as Parent shall reasonably request for Parent and its Subsidiaries to prepare the pro forma financial information regarding Parent and its consolidated Subsidiaries, including pro forma financial information regarding the China JV, giving effect to the Closing (including the Reorganizations), required to be filed with the SEC by Parent on a Current Report on Form 8-K Purchaser in connection with the Closing pursuant to Item 9.01(b) thereof and prepared pursuant to Article 11 preparation of Regulation S-X under the Securities Act (such any pro forma financial information as specified by Parent, statements that are derived in part from the “Required Pro Forma Financial Statements” and, together Statements and shall provide Purchaser with a reasonable opportunity to consult with the Required Carve-Out Audited Financial StatementsCompany and its Representatives, including its independent auditors, from time to time prior to the “Closing, with respect to the progress of the preparation of such Required Financial Statements”. Purchaser shall (i) promptly, upon request by the Company, reimburse the Company for all reasonable fees and (B) such other cooperation and assistance as Parent shall reasonably request disbursements of the Company’s independent auditors in connection with the preparation of the Required Pro Forma Financial Statements. (b) The Required Financial Statements shall be prepared in all material respects (i) (A) in accordance with IFRS, as issued and pro forma financial statements incurred by the IASBCompany, applied on a consistent basis throughout the periods covered thereby or (B) if Parent provides written notice to the Sellers and the Company that the Required Financial Statements are required to be prepared in accordance with GAAP to comply with SEC filing requirements, in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, (ii) based on if the respective books Share Purchase is consummated, such fees and records disbursements shall be disregarded for purposes of the Business, ISG and the TD Entities that are in the possession calculation of the Sellers, the Company or their Affiliates and (iii) in a manner consistent with the preparation of the audited Financial Statements, including with respect to footnote disclosure (if applicable), in each case except as specifically requested by Parent. The Required Carve-Out Audited Financial Statements, if prepared in accordance with IFRS, shall include a footnote or footnotes reconciling IFRS to GAAPPurchase Price. (c) Following the Closing, Parent and its Affiliates (including the Company Group Entities) shall use commercially reasonable efforts to provide to the Sellers and their respective Affiliates such information, cooperation and assistance as the Sellers shall reasonably request in connection with their obligations under Section 6.22(i). (d) Following the Closing and until the date that is one hundred and twenty (120) days thereafter, the Sellers and their respective Affiliates (other than the Company Group Entities) shall use commercially reasonable efforts to continue to provide to Parent such information and cooperation and assistance as Parent shall reasonably request for Parent to prepare the disclosures required to be included in Parent’s financial statements, including affording Parent and its Representatives reasonable access during normal business hours upon reasonable notice to, the respective books and records of the Business, ISG and, if applicable, the TD Entities, as well as to any employees reasonably expected to be necessary for the preparation of the disclosures required to be included in Parent’s financial statements (including by requiring any purchaser of the TD Entities to provide any such access to books and records or employees pursuant to this Section 6.22(d)).

Required Financial Statements. (a) The Sellers Following the Closing, Seller shall, and shall cause each of its Affiliates to, provide Purchaser, upon reasonable notice during normal business hours, and at Purchaser’s expense, with reasonable access to books and records and financial and operational data of the Company and the Company’s Subsidiaries relating to the period before Closing (but only to the extent not otherwise in the Company’s possession) in order to permit Purchaser to conduct a financial audit of the Company shall and the Company’s Subsidiaries in compliance with Regulation S‑X and produce (to the extent necessary) financial statements and financial and other information required to be included in, or required to facilitate the preparation of, pro forma or other financial statements (including applicable pro forma adjustments) or financial information required to be included in (i) prepare and delivertronc, or cause to be prepared and delivered at or prior to the Closing Date, to Parent the audited carve-out financial statements of the Business required to be filed Inc. (“Parent”) and/or its Affiliates filings with the SEC by Parent on a Current Report on Form 8‑K pursuant to Item 2.01 and 9.01 thereof and any financial statements required thereunder, in each case, in connection with the Contemplated Transactions (the “Form 8-K in connection with the Closing Information”), (ii) Parent’s other reports prepared pursuant to Item 9.01(a) thereof for the periods specified in Rule 3-05(b) of, Exchange Act and otherwise prepared pursuant to, Regulation S-X under the Securities Act following receipt from Parent of written notice specifying the any financial statements of the Business which are required to be filed with the SEC in accordance with such rules and regulations thereunder (such audited financial statements as specified by Parent, the “Required Carve-Out Audited Financial StatementsExchange Act Information”), and (iiiii) use commercially reasonable efforts to provide Parent, pursuant to and subject to Section 6.7, (A) as promptly as reasonably practicable following any registration statement under the date Securities Act prepared by Parent or any of the applicable request by Parent, such information as Parent shall reasonably request for Parent and its Subsidiaries to prepare the pro forma financial information regarding Parent and its consolidated SubsidiariesAffiliates, including pro forma financial information regarding the China JV, giving effect to the Closing (including the Reorganizations), required to be filed statements prepared in accordance with the SEC by Parent on a Current Report on Form 8Rule 3-K in connection with the Closing pursuant to Item 9.01(b) thereof and prepared pursuant to Article 11 05 of Regulation S-X under for all fiscal periods completed prior to the Securities Act (such Closing Date and all financial information through the Closing Date reasonably necessary to reflect the Contemplated Transactions in Parent’s financial statements or to prepare pro forma financial information as specified by Parent, statements reflecting the “Required Pro Forma Financial Statements” and, Contemplated Transactions (together with the Required Carve-Out Audited Financial StatementsForm 8‑K Information and the Exchange Act Information, the “Required Financial StatementsInformation”) and (B) ). Purchaser shall ensure that such other cooperation and assistance as Parent shall reasonably request in connection with the preparation access does not unreasonably disrupt Seller’s business. For purposes of clarification, if financial statements covering different periods could constitute the Required Pro Forma Financial Statements. (b) The Required Financial Statements shall be prepared in all material respects (i) (A) in accordance with IFRS, as issued by Information under the IASB, applied on a consistent basis throughout Exchange Act or the periods covered thereby or (B) if Parent provides written notice to the Sellers Securities Act and the Company that rules and regulations promulgated thereunder, then Purchaser shall determine which such periods will constitute the Required Financial Statements are required for purposes of this Agreement. Seller shall provide to be prepared in accordance with GAAP Purchaser and its accounting advisors reasonably promptly such financial information readily available to comply with SEC filing requirements, in accordance with GAAP applied on a consistent basis throughout Seller related to the periods covered thereby, (ii) based on the respective books and records of the Business, ISG Company and the TD Entities that are Company’s Subsidiaries as Purchaser may reasonably request, assuming such information is not otherwise in the possession of the Sellers, the Company or their Affiliates and (iii) in a manner consistent with the preparation of the audited Financial Statements, including with respect to footnote disclosure (if applicable), in each case except as specifically requested by Parent. The Required Carve-Out Audited Financial Statements, if prepared in accordance with IFRS, shall include a footnote or footnotes reconciling IFRS to GAAPCompany’s possession. (c) Following the Closing, Parent and its Affiliates (including the Company Group Entities) shall use commercially reasonable efforts to provide to the Sellers and their respective Affiliates such information, cooperation and assistance as the Sellers shall reasonably request in connection with their obligations under Section 6.22(i). (d) Following the Closing and until the date that is one hundred and twenty (120) days thereafter, the Sellers and their respective Affiliates (other than the Company Group Entities) shall use commercially reasonable efforts to continue to provide to Parent such information and cooperation and assistance as Parent shall reasonably request for Parent to prepare the disclosures required to be included in Parent’s financial statements, including affording Parent and its Representatives reasonable access during normal business hours upon reasonable notice to, the respective books and records of the Business, ISG and, if applicable, the TD Entities, as well as to any employees reasonably expected to be necessary for the preparation of the disclosures required to be included in Parent’s financial statements (including by requiring any purchaser of the TD Entities to provide any such access to books and records or employees pursuant to this Section 6.22(d)).

Required Financial Statements. During the period from the Agreement Date until the earlier of the termination of this Agreement and the Closing, the Company will use its reasonable best efforts: (a) to prepare, and to cause RSM US LLP (the “Audit Firm”) to complete an audit of, the Company’s annual financial statements as of and for the years ended December 31, 2021 and 2020, and, if the Closing occurs after December 31, 2022, as of and for the year ended December 31, 2022, in each case in accordance with Regulation S-X Rule 3-05 as promulgated by the SEC (the “Audit”), as applicable to acquired private companies, and to complete a review of each fiscal quarter ending for any period after the Agreement Date and of the comparative period of the prior year, as required, in accordance with Regulation S-X Rule 3-05 as promulgated by the SEC (the “Review”) (together, all such financial statements, the “Required Financials”), as promptly as reasonably practicable, and in any case in advance of the date or dates required for Parent’s timely reporting under the rules and regulations promulgated by the SEC, and deliver the Required Financials to Purchaser. The Sellers and Required Financials shall be prepared by the Company shall (i) prepare and deliver, audited or cause to be prepared and delivered at or prior to reviewed by the Closing Date, to Parent the audited carveAudit Firm in accordance with Regulation S-out financial statements of the Business required to be filed with X promulgated by the SEC as applicable to acquired private companies. The Company will provide such cooperation as is reasonably requested by Parent on a Current Report on Form 8-K the Audit Firm in connection with the Closing pursuant Audit and Review, including by providing access to Item 9.01(a) thereof for the periods specified in Rule 3-05(b) ofappropriate books, records, and otherwise prepared pursuant topersonnel, Regulation S-X under and shall keep Parent reasonably apprised as to the Securities Act following receipt from Parent of written notice specifying the financial statements progress of the Business which are required to be filed with Audit and the SEC in accordance with such rules and regulations (such audited financial statements as specified Review. All costs incurred by Parent, the “Required Carve-Out Audited Financial Statements”), and (ii) use commercially reasonable efforts to provide Parent, pursuant to and subject to Section 6.7, (A) as promptly as reasonably practicable following the date of the applicable request by Parent, such information as Parent shall reasonably request for Parent and its Subsidiaries to prepare the pro forma financial information regarding Parent and its consolidated Subsidiaries, including pro forma financial information regarding the China JV, giving effect to the Closing (including the Reorganizations), required to be filed with the SEC by Parent on a Current Report on Form 8-K in connection with the Closing pursuant to Item 9.01(b) thereof and prepared pursuant to Article 11 of Regulation S-X under the Securities Act (such pro forma financial information as specified by Parent, the “Required Pro Forma Financial Statements” and, together with the Required Carve-Out Audited Financial Statements, the “Required Financial Statements”) and (B) such other cooperation and assistance as Parent shall reasonably request Company in connection with the preparation of the Required Pro Forma Financial StatementsFinancials, the Audit and the Review, including the fees and expenses of the Audit Firm and any other financial, tax, accounting, legal or other advisors (the “Audit Advisors”) prior to the Closing shall be deemed Transaction Expenses (such costs, the “Incurred Audit and Review Costs”). At least three Business Days prior to the Closing Date, the Company will cause the Audit Firm and each Audit Advisor to deliver in writing an invoice or invoices for its respective portion of Incurred Audit and Review Costs and its good faith estimate of the remining fees and expenses to be incurred by the Audit Firm or such Audit Advisor, as the case may be, from and after the Closing to complete the Audit and Review (the “Estimated Remaining Audit and Review Costs”), which Estimated Remaining Audit and Review Costs shall also be deemed Transaction Expenses hereunder. (b) The Required Financial Statements shall be prepared in all material respects (i) (A) in accordance with IFRSto prepare and deliver, as issued by soon as practicable, but in any event within 37 days after the IASB, applied on a consistent basis throughout the periods covered thereby or (B) if Parent provides written notice to the Sellers and the Company that the Required Financial Statements are required to be prepared in accordance with GAAP to comply with SEC filing requirements, in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, (ii) based on the respective books and records end of each quarter of each fiscal year of the BusinessCompany, ISG unaudited statements of income and the TD Entities that are in the possession cash flows for such fiscal quarter and an unaudited balance sheet as of the Sellers, the Company or their Affiliates and (iii) in a manner consistent with the preparation end of the audited Financial Statements, including with respect to footnote disclosure (if applicable), in each case except as specifically requested by Parent. The Required Carve-Out Audited Financial Statements, if prepared in accordance with IFRS, shall include a footnote or footnotes reconciling IFRS to GAAP.such fiscal quarter; and (c) Following the Closing, Parent and its Affiliates (including the Company Group Entities) shall use commercially reasonable efforts to provide to the Sellers and their respective Affiliates such information, cooperation and assistance as the Sellers shall reasonably request in connection with their obligations under Section 6.22(i). (d) Following the Closing and until the date that is one hundred and twenty (120) days thereafter, the Sellers and their respective Affiliates (other than the Company Group Entities) shall use commercially reasonable efforts to continue to provide to Parent such information and cooperation and assistance as Parent shall reasonably request for Parent to prepare and deliver, as soon as practicable, but in any event within 20 days after the disclosures required to be included in Parent’s financial statementsend of each month, including affording Parent an unaudited income statement for such month and its Representatives reasonable access during normal business hours upon reasonable notice to, the respective books and records an unaudited balance sheet as of the Business, ISG and, if applicable, the TD Entities, as well as to any employees reasonably expected to be necessary for the preparation end of the disclosures required to be included in Parent’s financial statements (including by requiring any purchaser of the TD Entities to provide any such access to books and records or employees pursuant to this Section 6.22(d))month.