Common use of 5Financial Statements Clause in Contracts

5Financial Statements. The Company has furnished each holder of Notes and each Purchaser of Accepted Notes with the following financial statements: (i) consolidated balance sheets of the Company and its Subsidiaries as of the last day in each of the last three Fiscal Years completed prior to the date as of which this representation is made or repeated (other than Fiscal Years completed within 90 days prior to such date for which audited financial statements have not been released), and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for each such year, all certified by independent certified public accountants of recognized international standing; and (ii) unaudited consolidated balance sheets of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of the most recent Fiscal Year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released) and unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries for the periods from the beginning of the Fiscal Years in which such quarterly periods are included to the end of such quarterly periods and the comparable quarterly period in the immediately preceding Fiscal Year. Such financial statements (including any related schedules and/or notes) have been prepared in accordance with GAAP (subject, as to interim statements, to changes resulting from year-end adjustments) consistently applied throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as at the dates thereof, and the statements of income, retained earnings and cash flows fairly present the consolidated financial results of their operations for the periods indicated. The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in writing to the Purchasers. No event has occurred since the end of the most recent Fiscal Year for which such audited financial statements have been furnished which has had or could reasonably be expected to have a Material Adverse Effect.

5Financial Statements. The Company has furnished Each Seller shall reasonably cooperate with Buyer and make available, during normal business hours, to Buyer and its representatives prior to and for a period of fifteen (15) months following the Closing Date any and all existing information and documents relating to revenues and expenses attributable to the Properties and in the possession of such Seller that Buyer may reasonably require to comply with Buyer’s tax and financial reporting requirements and audits, including any filings with any Governmental Authority and filings that may be required by the Securities and Exchange Commission under the Securities Act of 1933 and/or the Securities Exchange Act of 1934. Without limiting the generality of the foregoing, each holder Seller will use its commercially reasonable efforts after execution of Notes this Agreement and each Purchaser of Accepted Notes following the Closing Date to cooperate with the following independent auditors chosen by Buyer (“Buyer’s Auditor”) in connection with their audit or review of any revenue and expense records attributable to the Properties that Buyer or any of its affiliates requires to comply with their tax, financial statements: and other reporting requirements. Each Seller’s cooperation will include (i) consolidated balance sheets of the Company and its Subsidiaries as of the last day in each of the last three Fiscal Years completed prior to the date as of which this representation is made or repeated (other than Fiscal Years completed within 90 days prior reasonable access during normal business hours to such date Seller’s employees and representatives designated by such Seller who were responsible for which audited preparing or maintaining the revenue and expense records and work papers and other supporting documents used in the preparation of such financial statements have not been released), and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for each as may be required by Buyer’s Auditor to perform an audit or conduct a review in accordance with generally accepted auditing standards or to otherwise verify such year, all certified by independent certified public accountants of recognized international standingfinancial statements; and (ii) unaudited consolidated balance sheets delivery of the Company and its Subsidiaries as at the end one or more customary representation letters from such Seller to Buyer’s Auditor that are reasonably requested by Buyer to allow such auditors to complete an audit (or review of the quarterly period (if any) most recently completed prior to such date and after the end of the most recent Fiscal Year (other than quarterly periods completed within 45 days prior to such date for which any financial statements have not been released) and unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries for the periods from the beginning of the Fiscal Years in which such quarterly periods are included to the end of such quarterly periods and the comparable quarterly period in the immediately preceding Fiscal Year. Such financial statements (including any related schedules and/or notes) have been prepared in accordance with GAAP (subject, as to interim statements, to changes resulting from year-end adjustments) consistently applied throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as at the dates thereof), and to allow Buyer’s Auditor to issue an opinion with respect to its audit or review. Buyer will pay or, if paid, reimburse the statements applicable Seller, within ten (10) Business Days after demand therefor, for any reasonable out-of-pocket costs incurred by such Seller in complying with the provisions of incomethis Section 10.5. Notwithstanding the foregoing, retained earnings and cash flows fairly present the consolidated financial results of their operations for the periods indicated. The Company and nothing herein shall expand Seller’s representations, warranties, covenants or agreements set forth in this Agreement or give Buyer, its Subsidiaries do Affiliates or any Third Party any rights to which it is not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in writing to the Purchasers. No event has occurred since the end of the most recent Fiscal Year for which such audited financial statements have been furnished which has had or could reasonably be expected to have a Material Adverse Effectexpressly entitled hereunder.

5Financial Statements. Attached as Schedule 3.5 are complete and accurate copies of the audited balance sheets and statements of operations with respect to the Company Entities as of and for the fiscal year ended December 31, 2022 and the unaudited interim balance sheets and statements of operations with respect to the Company Entities as of and for the three months ended March 31, 2023 (the “Balance Sheet Date”) (collectively, the “Financial Statements”), which Financial Statements are maintained on an accrual basis. Except as set forth on Schedule 3.5, the Financial Statements present fairly in all material respects the financial condition and results of operations of the Company Entities as of the dates and for the periods indicated therein in accordance with GAAP. Except as set forth on Schedule 3.5, there are no obligations or liabilities, whether absolute, accrued, contingent or otherwise, of the Company Entities that are required in accordance with GAAP to be reflected or disclosed in the Financial Statements except for obligations or liabilities (a) reflected or disclosed in the Financial Statements or (b) incurred in the ordinary course of business since the Balance Sheet Date, none of which have had a Material Adverse Change. The Company has furnished each holder established and maintains systems of Notes internal accounting controls that are designed to provide reasonable assurance regarding the reliability of financial reporting and each Purchaser the preparation of Accepted Notes financial statements for external purposes in accordance with generally accepted accounting principles. The Company maintains and, for all periods covered by the following financial statements: (i) consolidated balance sheets Financial Statements, has maintained books and records of the Company in the ordinary course of business that are, to the Company’s Knowledge, accurate and complete in all material respects and reflect the revenues, expenses, assets and liabilities of the Company and its Subsidiaries in all material respects. Except as set forth on Schedule 3.5, neither the Company nor the Company’s independent auditors have identified or been made aware of (after reasonable inquiry) any (i) “significant deficiency” in the internal controls over financial reporting of the last day Company, (ii) “material weakness” in each of the last three Fiscal Years completed prior to the date as of which this representation is made or repeated (other than Fiscal Years completed within 90 days prior to such date for which audited internal controls over financial statements have not been released), and consolidated statements of income, retained earnings and cash flows reporting of the Company and its Subsidiaries for each such yearor (iii) fraud, all certified by independent certified public accountants of recognized international standing; and (ii) unaudited consolidated balance sheets whether or not material, that involves management or other employees of the Company and its Subsidiaries as at who have a significant role in the end internal controls over financial reporting of the quarterly period (if any) most recently completed prior to such date and after the end of the most recent Fiscal Year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released) and unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries for the periods from the beginning of the Fiscal Years in which such quarterly periods are included to the end of such quarterly periods and the comparable quarterly period in the immediately preceding Fiscal Year. Such financial statements (including any related schedules and/or notes) have been prepared in accordance with GAAP (subject, as to interim statements, to changes resulting from year-end adjustments) consistently applied throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as at the dates thereof, and the statements of income, retained earnings and cash flows fairly present the consolidated financial results of their operations for the periods indicatedCompany. The Company is in the process of establishing disclosure controls and its Subsidiaries do not have any Material liabilities that are not disclosed procedures (as defined in Rule 13a-15 under the Exchange Act) and will use reasonable best efforts to implement such disclosure controls and procedures on such financial statements or otherwise disclosed in writing to as promptly as practicable following the Purchasers. No event has occurred since the end closing of the most recent Fiscal Year for which such audited financial statements have been furnished which has had or could reasonably be expected to have a Material Adverse EffectBusiness Combination.