Common use of Business Financial Statements Clause in Contracts

Business Financial Statements. The Company has furnished each Purchaser with the following documents and financial statements: (i) The audited and unaudited financial statements of the Company, as described in Schedule 8B. Such financial statements are herein collectively referred to as the "Historical Financial Statements." (ii) The Company's Confidential Private Placement Memorandum, dated September 1997, relating to the offering of the Notes prepared by Chase Securities Inc., the Company's press release relating to third quarter 1997 results released on October 20, 1997, the hard copies of the presentation at the due diligence meeting held at the Company's offices on October 9, 1997, including the appendices but excluding the marketing brochures of the Company. Such Confidential Private Placement Memorandum and such other materials are herein collectively referred to as the "Placement Materials." The Historical Financial Statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments) and fairly present the consolidated financial position and the consolidated results of the operations and consolidated cash flows of the corporations described therein at the dates and for the periods shown, all in conformity with generally accepted accounting principles applied on a consistent basis (except as otherwise stated therein or in the notes thereto stated) throughout the periods involved. None of the Company and its Subsidiaries has any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments which are substantial and material in amount in relation to the consolidated financial condition of the Company, except as referred to or reflected or provided for in the Historical Financial Statements or in the Placement Materials. There has been no material adverse change in the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole since December 31, 1996. The Placement Materials set forth an accurate description in all material respects of the business presently conducted by the Company and its Subsidiaries and the properties owned and operated in connection therewith. The estimates and projections contained in the Placement Materials were prepared in good faith and on a basis which the Company believes is reasonable based on the assumptions set forth therein and otherwise on a basis consistent with the Historical Financial Statements, but the same may not necessarily be predictive of actual results and actual results may vary. The financial information contained in the Placement Materials is consistent with the information contained in the Historical Financial Statements, except where otherwise stated in such Placement Materials.

Business Financial Statements. The Company has furnished each Purchaser with the following documents and financial statements: (a) (i) The audited Trican Parent has delivered to Xxxxx Parent the unaudited balance sheets and unaudited financial income statements of Trican Well Service, L.P. as of and for the Companyfiscal year ended December 31, 2014 and as described in Schedule 8B. Such of and for monthly periods ended October 31, 2015 (such latter date being the “Recent Financial Statements Date”, and such financial statements are herein collectively referred to as statements, together with the "Historical Interim Business Financial Statements." (ii) , the “Business Financial Statements”). The Company's Confidential Private Placement MemorandumBusiness Financial Statements have been, dated September 1997, relating to and in the offering case of the Notes Interim Business Financial Statements will be, prepared by Chase Securities Inc.in accordance with the Applicable Accounting Principles and fairly present, and in the case of the Interim Business Financial Statements will fairly present, the Company's press release relating to third quarter 1997 financial condition and results released on October 20, 1997, the hard copies of operations of the presentation at the due diligence meeting held at the Company's offices on October 9, 1997, including the appendices but excluding the marketing brochures Business as of the Company. Such Confidential Private Placement Memorandum and such other materials are herein collectively referred to as the "Placement Materials." The Historical Financial Statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments) and fairly present the consolidated financial position and the consolidated results respective dates of the operations and consolidated cash flows of the corporations described therein at the dates and for the periods shown, all in conformity with generally accepted accounting principles applied on a consistent basis (except as otherwise stated therein or in referred to therein. The Business Financial Statements give effect to the notes thereto stated) throughout the periods involved. None exclusion of the Company Excluded Businesses and its their respective assets, liabilities and results of operation. (b) Neither the Seller Companies nor any of their Subsidiaries has any contingent liabilities, liabilities for taxes, unusual forward Liabilities (whether known or long-term commitments or unrealized or anticipated losses from any unfavorable commitments which are substantial and material in amount in relation unknown) pertaining to the consolidated financial condition Business, and there is no existing condition, situation or set of circumstances which is reasonably expected to result in such Liabilities, except Liabilities pertaining to the Business (i) reflected or reserved against on the balance sheet of the Company, except Business as referred to or reflected or provided for of the Recent Financial Statements Date included in the Historical Business Financial Statements; or (ii) incurred after the Recent Financial Statements or Date in the Placement Materials. ordinary course of business consistent with past practice. (c) There has been are no material adverse change in off-balance sheet arrangements of any type (including any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the businessSecurities Act) pertaining to the Business. (d) Neither Trican Parent nor the Seller Companies nor any of their Subsidiaries nor any director or executive officer thereof has, condition (financial and to the knowledge of Trican Parent or otherwise) or operations any of the Company and Seller Companies, no other officer, employee or accountant of Trican Parent or any of the Seller Companies or any of its Subsidiaries taken as a whole since December 31has, 1996. The Placement Materials set forth an accurate description received any material complaint, allegation, assertion or claim, in all material respects writing that Trican Parent or any of the business presently conducted Seller Companies or any of their Subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices pertaining to the Business. Except as provided in Section 4.7(d) of the Seller Disclosure Schedule, to the knowledge of the Seller Companies, no attorney representing Trican Parent or any of the Seller Companies or any of their Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar material violation by Trican Parent or any of the Company and its Seller Companies or their Subsidiaries and or any of their respective officers, directors, employees or agents pertaining to the properties owned and operated in connection therewith. The estimates and projections contained in Business to the Placement Materials were prepared in good faith and on a basis which board of directors or any committee thereof or to any director or officer of Trican Parent or the Company believes is reasonable based on the assumptions set forth therein and otherwise on a basis consistent with the Historical Financial Statements, but the same may not necessarily be predictive of actual results and actual results may vary. The financial information contained in the Placement Materials is consistent with the information contained in the Historical Financial Statements, except where otherwise stated in such Placement MaterialsSeller Companies or their Subsidiaries.

Business Financial Statements. The Company has furnished each Purchaser with the following documents (a) True and financial statements: complete copies of (i) The audited and the unaudited financial statements consolidated balance sheet of the CompanyBusiness as of December 31, as described in Schedule 8B. Such financial statements 2007 (the “December 2007 Balance Sheet”) and June 30, 2008 (the “Most Recent Balance Sheet;” the December 2007 Balance Sheet and the Most Recent Balance Sheet are herein collectively referred to as the "Historical Financial Statements." “Business Balance Sheets”); and (ii) The Company's Confidential Private Placement Memorandumthe related unaudited consolidated statement of income for the twelve (12) month period ended December 31, dated September 19972007 and six (6) month period ended June 30, relating to 2008 (collectively with the offering of the Notes prepared by Chase Securities Inc.Business Balance Sheets, the Company's press release relating “Business Financial Statements”) have been provided to third quarter 1997 results released on October 20, 1997, the hard copies of the presentation at the due diligence meeting held at the Company's offices on October 9, 1997, including the appendices but excluding the marketing brochures of the CompanyBuyer. Such Confidential Private Placement Memorandum and such other materials are herein collectively referred to as the "Placement Materials." The Historical Business Balance Sheets have been prepared in accordance with GAAP. The Business Financial Statements (including any related schedules and/or notes) are true and correct present fairly in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments) and fairly present the consolidated financial position and the consolidated results of the operations and consolidated cash flows of the corporations described therein at the dates and for the periods shown, all in conformity with generally accepted accounting principles applied on a consistent basis (except as otherwise stated therein or in the notes thereto stated) throughout the periods involved. None of the Company and its Subsidiaries has any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments which are substantial and material in amount in relation to the consolidated financial condition of the CompanyBusiness and consolidated results of the Business’s operations at and for the periods presented, except for the absence of footnotes and year-end adjustments that did not and would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect. The Business Financial Statements do not contain any items of special or non-recurring income or other income not earned in the ordinary course of the Business, except as referred to or reflected or provided for in the Historical Financial Statements would not, individually or in the Placement Materialsaggregate, reasonably be expected to have a Business Material Adverse Effect. The Business Financial Statements do not reflect the operations of any entity or business other than the Business. (b) Seller and each Subsidiary of Seller maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal control over financial reporting which provide assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the financial statements of Seller and to maintain accountability for Seller’s consolidated assets, (iii) access to assets of Seller and the Subsidiaries of Seller is permitted only in accordance with management’s authorization, (iv) the reporting of assets of Seller and the Subsidiaries of Seller is compared with existing assets at regular intervals, and (v) accounts, notes and other receivables and inventory were recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. (c) Since December 31, 2007, there have been no material changes in the accounting policies of Seller or any Subsidiary of Seller (including any change in depreciation or amortization policies or rates, or policies with respect to reserves for uncollectible accounts receivable or excess or obsolete inventory). Seller has delivered to Buyer true and complete copies of all management letters, if any, relating to the Business Financial Statements. There has been no material adverse change incidence of fraud, whether or not material, involving management or other employees of Seller or any Subsidiary of Seller who have a role in the business, condition (financial internal controls of Seller or otherwise) or operations any Subsidiary of the Company and its Subsidiaries taken as a whole since December 31, 1996. The Placement Materials set forth an accurate description in all material respects of the business presently conducted by the Company and its Subsidiaries and the properties owned and operated in connection therewith. The estimates and projections contained in the Placement Materials were prepared in good faith and on a basis which the Company believes is reasonable based on the assumptions set forth therein and otherwise on a basis consistent with the Historical Financial Statements, but the same may not necessarily be predictive of actual results and actual results may vary. The financial information contained in the Placement Materials is consistent with the information contained in the Historical Financial Statements, except where otherwise stated in such Placement MaterialsSeller.

Business Financial Statements. The Company has furnished each Purchaser with (a) Schedule 5.5(a) contains Seller’s consolidated balance sheet as of December 31, 2003 and statement of operations for the following documents and financial statements: (i) The audited and unaudited financial statements of the Companyyear ended December 31, as described in Schedule 8B. Such financial statements are herein collectively referred to as the "Historical Financial Statements." (ii) The Company's Confidential Private Placement Memorandum, dated September 1997, 2003 relating to the offering of the Notes prepared by Chase Securities Inc.Business (collectively, the Company's press release relating to third quarter 1997 results released on October 20, 1997, the hard copies of the presentation at the due diligence meeting held at the Company's offices on October 9, 1997, including the appendices but excluding the marketing brochures of the Company“Business Financial Statements”). Such Confidential Private Placement Memorandum and such other materials are herein collectively referred to as the "Placement Materials." The Historical Business Financial Statements (including any related schedules and/or notes) are true have been confirmed by the Seller’s auditors and correct a copy of such confirmation is included in Schedule 5.5(a). The Business Financial Statements were prepared from the books and records of Seller in accordance with GAAP and, solely to the extent relevant to the Business, present fairly in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments) and fairly present the consolidated financial position and the consolidated results of the operations and consolidated cash flows of the corporations described therein at the dates Business as of and for the periods shownyear ended December 31, 2003. It is understood that in the Ordinary Course of Business no separate financial statements are or have been ever prepared for the Business or the Purchased Assets, and that the Business Financial Statements include allocations by Seller which were based on estimates and assumptions. Seller made such allocations on a basis in a manner that approximates, in Seller’s reasonable business judgment, the costs and expenses that would have been incurred had the Business been operated on a stand alone basis. (b) Except (i) as and to the extent disclosed or reserved against on the balance sheet which is part of the Business Financial Statements for the period ended December 31, 2003 (the “Balance Sheet”) or the Closing Statement, or (ii) as incurred after December 31, 2003 in the Ordinary Course of Business, the Assumed Liabilities do not include any indebtedness, material obligations or material Liabilities of any kind. (c) As of the respective dates of all filings made by Seller with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2002, all in conformity with generally accepted accounting principles applied on such filings did not contain any untrue statement of a consistent basis (except as otherwise material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, solely with respect to the Business and the Purchased Assets. The reports of Seller’s independent auditors regarding Seller’s consolidated financial statements in the notes thereto stated) throughout the periods involved. None foregoing SEC filings have not been withdrawn, supplemented or modified, and none of the Company and Seller or any of its Subsidiaries has received any contingent liabilitiescommunication from its independent auditors concerning any such intended withdrawal, liabilities for taxes, unusual forward supplement or long-term commitments or unrealized or anticipated losses from any unfavorable commitments which are substantial and material in amount in relation to the consolidated financial condition of the Company, except as referred to or reflected or provided for in the Historical Financial Statements or in the Placement Materials. There has been no material adverse change in the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole since December 31, 1996. The Placement Materials set forth an accurate description in all material respects of the business presently conducted by the Company and its Subsidiaries and the properties owned and operated in connection therewith. The estimates and projections contained in the Placement Materials were prepared in good faith and on a basis which the Company believes is reasonable based on the assumptions set forth therein and otherwise on a basis consistent with the Historical Financial Statements, but the same may not necessarily be predictive of actual results and actual results may vary. The financial information contained in the Placement Materials is consistent with the information contained in the Historical Financial Statements, except where otherwise stated in such Placement Materialsmodification.

Business Financial Statements. The Company has furnished each Purchaser with (a) Copies of the following documents combined balance sheet of the Consolidated Group as at December 31, 2023 (the “Balance Sheet”), December 31, 2022 and financial statements: (i) The audited December 31, 2021, and unaudited financial the related combined statements of income of the CompanyConsolidated Group, as described in Schedule 8B. Such financial statements are herein together with all related notes and schedules thereto (collectively referred to as the "Historical “Business Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. The Business Financial Statements have been derived from the books and records of the Company and have been prepared in accordance with GAAP consistently applied (except as may be noted therein) and fairly present in all material respects (A) the financial condition, assets and liabilities of the Consolidated Group as of the dates therein specified and (B) the results of operations of the Consolidated Group for the periods indicated therein; provided, that the Business Financial Statements and the foregoing representations and warranties are qualified by the facts that the Consolidated Group has not operated as a separate standalone entity and has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Consolidated Group would incur on a standalone basis. The revenues and expenses related to the Operating Projects are reflected in all material respects in the Business Financial Statements." (b) Except as set forth on Schedule 3.6(b) of the Disclosure Schedules, there are no material Liabilities, whether accrued or fixed, absolute or contingent, or matured or unmatured, of the Consolidated Group of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Business Financial Statements or the notes thereto or (ii) The Company's Confidential Private Placement Memorandum, dated September 1997, relating to incurred since the offering date of the Notes prepared by Chase Securities Inc.Balance Sheet in the ordinary course of business (none of which is a Liability for breach of Contract, the Company's press release relating tort, infringement, violation of Law, or that relates to third quarter 1997 results released on October 20, 1997, the hard copies any Action). (c) Copies of the presentation balance sheet of Red Lily Wind Energy Partnership, a Saskatchewan general partnership (“RLWEP”) as at December 31, 2023 (the due diligence meeting held at “RLWEP Balance Sheet”), and the Company's offices on October 9related statements of income and cash flows of RLWEP, 1997, including the appendices but excluding the marketing brochures of the Company. Such Confidential Private Placement Memorandum together with all related notes and such other materials are herein schedules thereto (collectively referred to as the "Placement Materials." “RLWEP Financial Statements”), are attached hereto as Schedule 3.6(c)(i) of the Disclosure Schedules. The Historical RLWEP Financial Statements have been derived from the books and records of RLWEP and have been prepared in accordance with GAAP consistently applied (including any related schedules and/or notesexcept as may be noted therein) are true and correct fairly present in all material respects (subjectA) the financial condition, assets, liabilities and equity of RLWEP as of the dates therein specified and (B) the results of operations and cash flows of RLWEP for the periods indicated therein. Except as set forth on Schedule 3.6(c)(ii) of the Disclosure Schedules, there are no material Liabilities, whether accrued or fixed, absolute or contingent, or matured or unmatured, of RLWEP of a nature required to interim statementsbe reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the RLWEP Financial Statements or the notes thereto or (ii) incurred since the date of the RLWEP Balance Sheet in the ordinary course of business (none of which is a Liability for breach of Contract, tort, infringement, violation of Law, or that relates to changes resulting any Action). (d) Copies of the balance sheet of Éoliennes Belle-Rivière Inc., a Quebec corporation (“EBR”) as at December, 2023 (the “EBR Balance Sheet”), and the related statements of income and cash flows of EBR, together with all related notes and schedules thereto (collectively referred to as the “EBR Financial Statements”), are attached hereto as Schedule 3.6(d)(i) of the Disclosure Schedules. The EBR Financial Statements have been derived from audits the books and year-end adjustmentsrecords of EBR and have been prepared in accordance with GAAP consistently applied (except as may be noted therein) and fairly present in all material respects (A) the consolidated financial position condition, assets, liabilities and equity of EBR as of the dates therein specified and (B) the results of operations and cash flows of EBR for the periods indicated therein. Except as set forth on Schedule 3.6(d)(ii) of the Disclosure Schedules, there are no material Liabilities, whether accrued or fixed, absolute or contingent, or matured or unmatured, of EBR of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the EBR Financial Statements or the notes thereto or (ii) incurred since the date of the EBR Balance Sheet in the ordinary course of business (none of which is a Liability for breach of Contract, tort, infringement, violation of Law, or that relates to any Action). (e) Copies of the balance sheet of Permian Renewables Holdco, LLC, a Delaware limited liability company (“PRH”) as at December 31, 2023 (the “PRH Balance Sheet”), and the consolidated related statements of income and cash flows of PRH, together with all related notes and schedules thereto (collectively referred to as the “PRH Financial Statements”), are attached hereto as Schedule 3.6(e)(i) of the Disclosure Schedules. The PRH Financial Statements have been derived from the books and records of PRH and have been prepared in accordance with GAAP consistently applied (except as may be noted therein) and fairly present in all material respects (A) the financial condition, assets, liabilities and equity of PRH as of the dates therein specified and (B) the results of the operations and consolidated cash flows of PRH for the periods indicated therein. Except as set forth on Schedule 3.6(e)(ii) of the Disclosure Schedules, there are no material Liabilities, whether accrued or fixed, absolute or contingent, or matured or unmatured, of PRH of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the PRH Financial Statements or the notes thereto or (ii) incurred since the date of the PRH Balance Sheet in the ordinary course of business (none of which is a Liability for breach of Contract, tort, infringement, violation of Law, or that relates to any Action). (f) Copies of the balance sheet of Algonquin Power (Blue Hill Holdings) Inc., an Ontario corporation (“APBHH”) as at December 31, 2023 (the “APBHH Balance Sheet”), and the related statements of income and cash flows of APBHH, together with all related notes and schedules thereto (collectively referred to as the “APBHH Financial Statements”), are attached hereto as Schedule 3.6(f)(i) of the Disclosure Schedules. The APBHH Financial Statements have been derived from the books and records of APBHH and have been prepared in accordance with GAAP consistently applied (except as may be noted therein) and fairly present in all material respects (A) the financial condition, assets, liabilities and equity of APBHH as of the dates therein specified and (B) the results of operations and cash flows of APBHH for the periods indicated therein. Except as set forth on Schedule 3.6(f)(ii) of the Disclosure Schedules, there are no material Liabilities, whether accrued or fixed, absolute or contingent, or matured or unmatured, of APBHH of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the APBHH Financial Statements or the notes thereto or (ii) incurred since the date of the APBHH Balance Sheet in the ordinary course of business (none of which is a Liability for breach of Contract, tort, infringement, violation of Law, or that relates to any Action). (g) Copies of the balance sheet of VWH as at December 31, 2023 (the “VWH Balance Sheet”), and the related statements of income and cash flows of VWH, together with all related notes and schedules thereto (collectively referred to as the “VWH Financial Statements”), are attached hereto as Schedule 3.6(g)(i) of the Disclosure Schedules. The VWH Financial Statements have been derived from the books and records of VWH and have been prepared in accordance with GAAP consistently applied (except as may be noted therein) and fairly present in all material respects (A) the financial condition, assets, liabilities and equity of VWH as of the dates therein specified and (B) the results of operations and cash flows of VWH for the periods indicated therein. Except as set forth on Schedule 3.6(g)(ii) of the Disclosure Schedules, there are no material Liabilities, whether accrued or fixed, absolute or contingent, or matured or unmatured, of VWH of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the VWH Financial Statements or the notes thereto or (ii) incurred since the date of the VWH Balance Sheet in the ordinary course of business (none of which is a Liability for breach of Contract, tort, infringement, violation of Law, or that relates to any Action). (h) After giving effect to the Pre-Closing Reorganization and the Closing, none of the members of the Company Group or the Non-Controlled Joint Ventures Group shall have any Liabilities associated with the steps undertaken to complete the Pre-Closing Reorganization or the completion thereof. (i) As of the date hereof, the aggregate principal amount of indebtedness for borrowed money (other than Specified Funded Indebtedness) of members of the Company Group and the Non-Controlled Joint Ventures Group does not exceed $80,000,000 (after giving effect to (x) the ownership percentages of non-wholly-owned Subsidiaries and (y) any applicable conversions of Canadian Dollars to U.S. Dollars pursuant to the Conversion Rate as of August 8, 2024). (j) As of the Closing Date, the statement of cash flows of the corporations described therein Consolidated Group as at December 31, 2023, December 31, 2022 and December 31, 2021, together with all related notes and schedules thereto (collectively referred to as the dates “Business Cash Flow Statements” delivered to Buyer pursuant to Section 5.38 have been derived from the books and for the periods shown, all in conformity with generally accepted accounting principles applied on a consistent basis (except as otherwise stated therein or in the notes thereto stated) throughout the periods involved. None records of the Company and its Subsidiaries has any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments which are substantial and material have been prepared in amount in relation to the consolidated financial condition of the Company, accordance with GAAP consistently applied (except as referred to or reflected or provided for in the Historical Financial Statements or in the Placement Materials. There has been no material adverse change in the business, condition (financial or otherwisemay be noted therein) or operations of the Company and its Subsidiaries taken as a whole since December 31, 1996. The Placement Materials set forth an accurate description fairly present in all material respects (A) the financial condition, assets and liabilities of the business presently conducted Consolidated Group as of the dates therein specified and (B) the results of operations of the Consolidated Group for the periods indicated therein; provided, that the Business Financial Statements and the foregoing representations and warranties are qualified by the Company facts that the Consolidated Group has not operated as a separate standalone entity and its Subsidiaries has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the properties owned and operated in connection therewith. The estimates and projections contained in the Placement Materials were prepared in good faith and Consolidated Group would incur on a basis which the Company believes is reasonable based on the assumptions set forth therein and otherwise on a basis consistent with the Historical Financial Statements, but the same may not necessarily be predictive of actual results and actual results may vary. The financial information contained in the Placement Materials is consistent with the information contained in the Historical Financial Statements, except where otherwise stated in such Placement Materialsstandalone basis.