In addition to factors previously disclosed in Tesla's and SolarCity's reports filed with the U.S. Securities and Exchange Commission (the «SEC») and those identified elsewhere in this document, the following factors, among others, could cause actual results to differ materially from forward - looking statements and historical performance: the ability to obtain regulatory approvals and meet other closing conditions to the transaction, including requisite approval by Tesla and SolarCity stockholders, on a timely basis or at all; delay in closing the transaction; the ultimate outcome and results of integrating the operations of Tesla and SolarCity and the ultimate ability to realize synergies and other benefits; business disruption following the transaction; the availability and access, in general, of funds to meet
debt obligations and to fund ongoing operations and necessary capital expenditures; and the ability to comply with all
covenants in the indentures and credit facilities of Tesla and SolarCity, any
violation of which, if not cured in a timely manner, could trigger a default of other obligations under cross-default provisions.