Common use of Buyer Financial Statements Clause in Contracts

Buyer Financial Statements. Buyer has delivered to Seller its unaudited financial statements (balance sheet, statement of operations, and statement of cash flows) for the fiscal year ended December 31, 2016, and its unaudited financial statements (balance sheet, statement of operations, and statement of cash flows) as at, and for the nine-month period ended September 30, 2017 (collectively, the “Buyer Financial Statements”). The Buyer Financial Statements: (i) are true, accurate and complete in all respects; (ii) are consistent with the books and records of Buyer; (iii) present fairly and accurately, in all material respects, the results of operations and financial condition of the business of Buyer for the respective periods covered or as of their respective dates; and (iv), have been prepared in accordance with U.S. GAAP, applied on a consistent basis throughout the periods covered. Buyer has delivered to Seller or their representatives, or made available through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective dates, the Buyer Financial Statements disclosed in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, all indebtedness of the Buyer is set forth in Section 4.5 of the Buyer Disclosure Schedule (“Buyer Indebtedness”), and shall mean and include the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (including breakage costs, penalties and fees), if any, unpaid fees or expenses and other monetary obligations as of such time in respect of: (a) all indebtedness of the Buyer for borrowed money or for the deferred or unpaid purchase price of property or services; (b) any other indebtedness of the Buyer which is evidenced by a note, bond, debenture or similar instrument or commercial paper (including a purchase money obligation); (c) all deferred obligations of the Buyer to reimburse any bank or other person in respect of amounts paid or advanced under a letter of credit, surety bond, performance bond or other instrument; (d) all indebtedness of others guaranteed, directly or indirectly, by the Buyer or as to which the Buyer has an obligation (contingent or otherwise) that is substantially the economic equivalent of a guarantee; (e) all obligations of the Buyer under financing or capital leases; (f) all indebtedness of others secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien other than Permitted Encumbrances on any property or assets of the Buyer (whether or not such obligation is assumed by the Buyer); (g) the aggregate net liability pursuant to any derivative instruments, including any interest rate or currency swaps, caps, collars, options, futures or purchase or repurchase obligations, or other similar derivative instruments. Buyer does not have any liabilities of any nature, including without limitation expenses, whether accrued, absolute, contingent or otherwise, and whether due or to become due or whether or not required to be included on the Buyer Financial Statements pursuant to the U.S. GAAP, probable of assertion or not, except liabilities that are reflected or disclosed in the notes of the most recent Buyer Financial Statements, or were incurred in the Ordinary Course of Business and in the aggregate do not exceed $50,000. No other information provided by or on behalf of Buyer to Seller which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Buyer Financial Statements. The Buyer has delivered to Seller its unaudited the Company the following financial statements (balance sheet, statement of operations, and statement of cash flows) for the fiscal year ended December 31, 2016, and its unaudited financial statements (balance sheet, statement of operations, and statement of cash flows) as at, and for the nine-month period ended September 30, 2017 (collectively, the “Buyer Financial Statements”): (i) the unaudited consolidated balance sheet of Concerto Software Group Holdings Ltd, the ultimate parent corporation of the Buyer (“Buyer Parent”), and its consolidated subsidiaries, including Buyer, as of December 31, 2004, and the related unaudited consolidated income statement and statement of cash flows of Buyer Parent and its consolidated subsidiaries, including Buyer, for the year then ended; and (ii) the unaudited consolidated balance sheet of Buyer Parent and its consolidated subsidiaries, including Buyer, as of May 31, 2005 (the “Buyer Balance Sheet”), and the related unaudited consolidated income statement of Buyer Parent and its consolidated subsidiaries, including Buyer, for the five (5) months then ended. The Buyer Financial Statements: (i) Statements are true, accurate and complete in all respects; (ii) are consistent with the books material respects and records of Buyer; (iii) present fairly the consolidated financial position of Buyer Parent and accuratelyits consolidated subsidiaries, in all material respectsincluding Buyer, as of the respective dates thereof and the consolidated results of operations and financial condition and, in the case of the business financial statements referred to in clause (i) above, cash flows of Buyer Parent and its consolidated subsidiaries, including the Buyer, for the respective periods covered or as of their respective dates; and (iv), thereby. The Buyer Financial Statements have been prepared in accordance with U.S. GAAP, GAAP applied on a consistent basis throughout during the periods covered. Buyer has delivered to Seller or their representatives, or made available through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective dates, the Buyer Financial Statements disclosed involved (except as may be indicated in the SEC Documents complied as to form notes thereto) and fairly presented in all material respects with applicable the consolidated financial position of Buyer Parent and its consolidated subsidiaries, including the Buyer, as of the dates thereof and their consolidated results of operations for the periods then ended (subject to normal year-end audit adjustments and any adjustments that may be required to reflect purchase accounting requirements for Buyer Parent’s or any of its subsidiaries’ prior acquisitions and the published rules and regulations absence of the SEC with respect theretofootnotes). As of the date For purposes of this Agreement, all indebtedness of “subsidiary,” when used with respect to the Buyer is set forth in Section 4.5 of the or Buyer Disclosure Schedule (“Buyer Indebtedness”)Parent, and shall mean and include the principalany corporation, accreted valueassociation, accrued and unpaid interestbusiness entity, prepayment and redemption premiums or penalties (including breakage costspartnership, penalties and fees), if any, unpaid fees or expenses and other monetary obligations as of such time in respect of: (a) all indebtedness of the Buyer for borrowed money or for the deferred or unpaid purchase price of property or services; (b) any other indebtedness of the Buyer which is evidenced by a note, bond, debenture or similar instrument or commercial paper (including a purchase money obligation); (c) all deferred obligations of the Buyer to reimburse any bank limited liability company or other person in respect of amounts paid or advanced under a letter of credit, surety bond, performance bond or other instrument; (d) all indebtedness of others guaranteed, directly or indirectly, by which the Buyer or Buyer Parent, as to which the Buyer has an obligation case may be, either alone or together with one or more subsidiaries (contingent A) directly or otherwise) that is substantially the economic equivalent of a guarantee; (e) all obligations indirectly owns or controls securities or other interests representing more than 50% of the Buyer under financing or capital leases; (f) all indebtedness of others secured by (or for which the holder voting power of such obligation has an existing rightentity, contingent or (B) is entitled, by contract or otherwise, to be secured by) any Lien other than Permitted Encumbrances on any property elect, appoint or assets designate directors constituting a majority of the Buyer (whether or not members of such obligation is assumed by the Buyer); (g) the aggregate net liability pursuant to any derivative instruments, including any interest rate or currency swaps, caps, collars, options, futures or purchase or repurchase obligations, entity’s board of directors or other similar derivative instruments. Buyer does not have any liabilities of any nature, including without limitation expenses, whether accrued, absolute, contingent or otherwise, and whether due or to become due or whether or not required to be included on the Buyer Financial Statements pursuant to the U.S. GAAP, probable of assertion or not, except liabilities that are reflected or disclosed in the notes of the most recent Buyer Financial Statements, or were incurred in the Ordinary Course of Business and in the aggregate do not exceed $50,000. No other information provided by or on behalf of Buyer to Seller which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadinggoverning body.

Buyer Financial Statements. (a) True and complete copies of the audited consolidated balance sheet of the Buyer has delivered to Seller and its unaudited financial statements (balance sheet, statement of operations, and statement of cash flows) for the fiscal year ended Subsidiaries as at December 31, 20162015 and December 31, 2016 and the related audited consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows of the Buyer and its unaudited financial statements Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of the Buyer’s independent auditors (balance sheet, statement of operations, and statement of cash flows) collectively referred to as at, and for the nine-month period ended September 30, 2017 (collectively, the “Buyer Financial Statements”) and the unaudited consolidated balance sheet of the Buyer and its Subsidiaries as at September 30, 2017 (the “Buyer Balance Sheet Date” and such balance sheet, together with all related notes and schedules thereto, the “Buyer Balance Sheet”), and the related consolidated statements of operations of the Buyer and its Subsidiaries (collectively referred to as the “Buyer Interim Financial Statements” ), are attached hereto as Schedule 4.10(a) of the Disclosure Schedules. The Each of the Buyer Financial Statements: Statements and the Buyer Interim Financial Statements (i) are true, accurate correct and complete in all respects; (ii) are consistent material respects and have been prepared in accordance with the books and records of Buyer; the Buyer and its Subsidiaries, (iiiii) present fairly and accurately, in all material respects, the results of operations and financial condition of the business of Buyer for the respective periods covered or as of their respective dates; and (iv), have been prepared in accordance with U.S. GAAP, GAAP applied on a consistent basis throughout the periods covered. Buyer has delivered to Seller or their representatives, or made available through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective dates, the Buyer Financial Statements disclosed indicated (except as may be indicated in the SEC Documents complied as to form notes thereto) and (iii) fairly present, in all material respects with applicable accounting requirements respects, the consolidated financial position, results of operations and the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, all indebtedness cash flows of the Buyer is set forth and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in Section 4.5 the case of the Buyer Disclosure Schedule (“Buyer Indebtedness”)Interim Financial Statements, to normal and shall mean and include recurring year-end adjustments that will not, individually or in the principalaggregate, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (including breakage costs, penalties and fees), if any, unpaid fees or expenses and other monetary obligations as of such time in respect of: (a) all indebtedness of the Buyer for borrowed money or for the deferred or unpaid purchase price of property or services; be material. (b) Except as and to the extent adequately accrued or reserved against in the Balance Sheet, neither the Issuer nor any other indebtedness of the Buyer which is evidenced by a note, bond, debenture its Subsidiaries has any liability or similar instrument or commercial paper (including a purchase money obligation); (c) all deferred obligations of the Buyer to reimburse any bank or other person in respect of amounts paid or advanced under a letter of credit, surety bond, performance bond or other instrument; (d) all indebtedness of others guaranteed, directly or indirectly, by the Buyer or as to which the Buyer has an obligation (contingent or otherwise) that is substantially the economic equivalent of a guarantee; (e) all obligations of the Buyer under financing or capital leases; (f) all indebtedness of others secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien other than Permitted Encumbrances on any property or assets of the Buyer (whether or not such obligation is assumed by the Buyer); (g) the aggregate net liability pursuant to any derivative instruments, including any interest rate or currency swaps, caps, collars, options, futures or purchase or repurchase obligations, or other similar derivative instruments. Buyer does not have any liabilities of any nature, including without limitation expenses, whether accrued, absolute, contingent or otherwise, and whether due known or to become due or whether or not unknown, required by GAAP to be included on reflected in a consolidated balance sheet of (i) Parent and its Subsidiaries (as of the Buyer Financial Statements pursuant to date hereof) or (ii) the U.S. GAAPIssuer and its Subsidiaries (as of the Closing), probable of assertion or not, except liabilities that are reflected or disclosed in the notes of the most recent Buyer Financial Statementsthereto, or were except for liabilities and obligations, incurred in the Ordinary Course ordinary course of Business and business consistent with past practice since the Buyer Balance Sheet Date, that are not, individually or in the aggregate do not exceed $50,000. No other information provided by aggregate, material to the Issuer, Parent or on behalf any of Buyer to Seller which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingits Subsidiaries.

Buyer Financial Statements. Buyer has delivered to Seller its (i) Buyer's -------------------------- unaudited financial statements consolidated balance sheet as of December 31, 2000, (balance sheet, ii) Buyer's unaudited consolidated income statement of operations, and statement of cash flows) flows for the fiscal year ended December 31, 20162000, (iii) Buyer's unaudited balance sheet as of June 30, 2001 (the "Buyer Balance Sheet Date"), and its (iv) Buyer's unaudited financial statements (balance sheet, income statement of operations, and statement of cash flows) as at, and flows for the ninesix-month period ended September June 30, 2017 2001 (collectively, collectively the “"Buyer Financial Statements”"). The Buyer Financial Statements: Statements (i) are truehave been prepared in conformity with GAAP consistently applied (except that unaudited interim financial statements may not contain all footnotes required by GAAP), accurate and complete in all respects; (ii) are consistent in accordance with the books and records of Buyer; Buyer and its subsidiaries and (iii) are true, correct and complete and fairly present fairly the consolidated financial condition of Buyer and accurately, in all material respects, its subsidiaries at the respective dates therein indicated and the results of operations and financial condition of the business of Buyer for the respective periods covered or as of their respective dates; and therein specified (iv), have been prepared in accordance with U.S. GAAP, applied on a consistent basis throughout the periods covered. Buyer has delivered to Seller or their representatives, or made available through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective dates, except that the Buyer Financial Statements disclosed in the SEC Documents complied as to form in do not include all footnotes required by GAAP). Neither Buyer nor any of its subsidiaries has any material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. As of the date of this Agreementdebt, all indebtedness of the Buyer is set forth in Section 4.5 of the Buyer Disclosure Schedule (“Buyer Indebtedness”), and shall mean and include the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums liability or penalties (including breakage costs, penalties and fees), if any, unpaid fees or expenses and other monetary obligations as of such time in respect of: (a) all indebtedness of the Buyer for borrowed money or for the deferred or unpaid purchase price of property or services; (b) any other indebtedness of the Buyer which is evidenced by a note, bond, debenture or similar instrument or commercial paper (including a purchase money obligation); (c) all deferred obligations of the Buyer to reimburse any bank or other person in respect of amounts paid or advanced under a letter of credit, surety bond, performance bond or other instrument; (d) all indebtedness of others guaranteed, directly or indirectly, by the Buyer or as to which the Buyer has an obligation (contingent or otherwise) that is substantially the economic equivalent of a guarantee; (e) all obligations of the Buyer under financing or capital leases; (f) all indebtedness of others secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien other than Permitted Encumbrances on any property or assets of the Buyer (whether or not such obligation is assumed by the Buyer); (g) the aggregate net liability pursuant to any derivative instruments, including any interest rate or currency swaps, caps, collars, options, futures or purchase or repurchase obligations, or other similar derivative instruments. Buyer does not have any liabilities of any nature, including without limitation expenses, whether accrued, absolute, contingent or otherwise, and whether due or to become due or whether or due, that is not required to be included on the Buyer Financial Statements pursuant to the U.S. GAAP, probable of assertion or not, except liabilities that are reflected or disclosed reserved against in the notes of the most recent Buyer Financial Statements, or were except for those that may have been incurred after the Buyer Balance Sheet Date in the Ordinary Course ordinary course of Business Buyer's and its subsidiaries' businesses, taken as a whole, and those arising in connection with the aggregate do Agreement and the transactions contemplated hereby. Since the Buyer Balance Sheet Date, there has not exceed $50,000. No other information provided by or been any event which could reasonably be expected to have a Material Adverse Effect on behalf of Buyer to Seller which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingBuyer.

Buyer Financial Statements. Buyer has delivered to Seller its unaudited (a) The Buyer’s consolidated audited financial statements (balance sheet, statement of operations, and statement of cash flows) for the fiscal year years ended December 31, 20162004 and 2005, including the notes and the related auditors’ reports thereto, and its the Buyer’s consolidated unaudited financial statements (balance sheet, statement of operations, and statement of cash flows) as at, and for the nine-three month period ended September 30March 31, 2017 2006 (collectively, the “Buyer Financial Statements”). The Buyer Financial Statements: (i) are true, accurate were prepared in accordance with Canadian generally accepted accounting principles and complete in all respects; (ii) are consistent with the books and records of Buyer; (iii) fairly present fairly and accurately, in all material respectsrespects the consolidated financial position, the results of operations and financial condition cash flows of the Buyer as at the date and for the periods indicated therein. Since their date, there has been no change in the financial condition, assets, liabilities or business of the Buyer for other than changes in the respective periods covered ordinary course of business that neither individually or in the aggregate would have a Material Adverse Effect on the Buyer and its subsidiaries; (b) except as of their respective dates; and (iv), have been prepared disclosed in accordance with U.S. GAAP, applied on a consistent basis throughout the periods covered. Buyer has delivered to Seller or their representatives, or made available through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective dates, the Buyer Financial Statements disclosed in Statements, all Taxes due and payable by the SEC Documents complied as to form in all material respects with applicable accounting requirements Buyer and the published rules Buyer Subsidiaries have been paid, except where the failure to pay such taxes would not have a Material Adverse Effect on the Buyer or any Buyer Subsidiary. All tax returns, declarations, remittances and regulations filings required to be filed by the Buyer and the Buyer Subsidiaries have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact has been omitted therefrom which would make any of them misleading, except where the failure to file such documents would not have a Material Adverse Effect on the Buyer or any Buyer Subsidiary. To the knowledge of the SEC with respect thereto. As Buyer, no examination of the date of this Agreement, all indebtedness any tax return of the Buyer or any Buyer Subsidiary is set forth currently in Section 4.5 of the Buyer Disclosure Schedule (“Buyer Indebtedness”)progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, and shall mean and include the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (including breakage costs, penalties and fees), if any, unpaid fees or expenses and other monetary obligations as of such time in respect of: (a) all indebtedness of the Buyer for borrowed money or for the deferred or unpaid purchase price of property or services; (b) any other indebtedness of the Buyer which is evidenced by a note, bond, debenture or similar instrument or commercial paper (including a purchase money obligation); (c) all deferred obligations of the Buyer to reimburse any bank or other person in respect of amounts paid or advanced under a letter of credit, surety bond, performance bond or other instrument; (d) all indebtedness of others guaranteed, directly or indirectlymay be payable, by the Buyer or as to which the any Buyer has an obligation (contingent Subsidiary, in any case, except where such examinations, issues or otherwise) that is substantially the economic equivalent of a guarantee; (e) all obligations of the Buyer under financing or capital leases; (f) all indebtedness of others secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien other than Permitted Encumbrances on any property or assets of the Buyer (whether or not such obligation is assumed by the Buyer); (g) the aggregate net liability pursuant to any derivative instruments, including any interest rate or currency swaps, caps, collars, options, futures or purchase or repurchase obligations, or other similar derivative instruments. Buyer does disputes would not have any liabilities of any nature, including without limitation expenses, whether accrued, absolute, contingent or otherwise, and whether due or to become due or whether or not required to be included a Material Adverse Effect on the Buyer or any Buyer Subsidiary; and (c) the Buyer’s auditors who audited the audited Buyer Financial Statements pursuant and who provided their audit report thereon are independent public accountants as required under applicable Securities Laws and there has never been a reportable event (within the meaning of National Instrument 51-102) between the Buyer and the Buyer’s auditors or, to the U.S. GAAP, probable of assertion or not, except liabilities that are reflected or disclosed in the notes knowledge of the most recent Buyer Financial StatementsBuyer, or were incurred in the Ordinary Course of Business and in the aggregate do not exceed $50,000. No other information provided by or on behalf of Buyer to Seller which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light former auditors of the circumstances under which they were made, not misleadingBuyer.

Buyer Financial Statements. Buyer has delivered to Seller its unaudited (a) The Buyer’s consolidated audited financial statements (balance sheet, statement of operations, and statement of cash flows) for the fiscal year years ended December 31, 20162004 and 2005, including the notes and the related auditors’ reports thereto, and its the Buyer’s consolidated unaudited financial statements (balance sheet, statement of operations, and statement of cash flows) as at, and for the nine-three month period ended September 30March 31, 2017 2006 (collectively, the “Buyer Financial Statements”). The Buyer Financial Statements: (i) are true, accurate were prepared in accordance with Canadian generally accepted accounting principles and complete in all respects; (ii) are consistent with the books and records of Buyer; (iii) fairly present fairly and accurately, in all material respectsrespects the consolidated financial position, the results of operations and financial condition cash flows of the Buyer as at the date and for the periods indicated therein. Since their date, there has been no change in the financial condition, assets, liabilities or business of the Buyer for other than changes in the respective periods covered ordinary course of business that neither individually or in the aggregate would have a Material Adverse Effect on the Buyer and its subsidiaries; (b) except as of their respective dates; and (iv), have been prepared disclosed in accordance with U.S. GAAP, applied on a consistent basis throughout the periods covered. Buyer has delivered to Seller or their representatives, or made available through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective dates, the Buyer Financial Statements disclosed in Statements, all Taxes due and payable by the SEC Documents complied as to form in all material respects with applicable accounting requirements Buyer and the published rules Buyer Subsidiaries have been paid, except where the failure to pay such taxes would not have a Material Adverse Effect on the Buyer or any Buyer Subsidiary. All tax returns, declarations, remittances and regulations filings required to be filed by the Buyer and the Buyer Subsidiaries have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading, except where the failure to file such documents would not have a Material Adverse Effect on the Buyer or any Buyer Subsidiary. To the knowledge of the SEC with respect thereto. As Buyer, no examination of the date of this Agreement, all indebtedness any tax return of the Buyer or any Buyer Subsidiary is set forth currently in Section 4.5 of the Buyer Disclosure Schedule (“Buyer Indebtedness”)progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, and shall mean and include the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (including breakage costs, penalties and fees), if any, unpaid fees or expenses and other monetary obligations as of such time in respect of: (a) all indebtedness of the Buyer for borrowed money or for the deferred or unpaid purchase price of property or services; (b) any other indebtedness of the Buyer which is evidenced by a note, bond, debenture or similar instrument or commercial paper (including a purchase money obligation); (c) all deferred obligations of the Buyer to reimburse any bank or other person in respect of amounts paid or advanced under a letter of credit, surety bond, performance bond or other instrument; (d) all indebtedness of others guaranteed, directly or indirectlymay be payable, by the Buyer or as to which the any Buyer has an obligation (contingent Subsidiary, in any case, except where such examinations, issues or otherwise) that is substantially the economic equivalent of a guarantee; (e) all obligations of the Buyer under financing or capital leases; (f) all indebtedness of others secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien other than Permitted Encumbrances on any property or assets of the Buyer (whether or not such obligation is assumed by the Buyer); (g) the aggregate net liability pursuant to any derivative instruments, including any interest rate or currency swaps, caps, collars, options, futures or purchase or repurchase obligations, or other similar derivative instruments. Buyer does disputes would not have any liabilities of any nature, including without limitation expenses, whether accrued, absolute, contingent or otherwise, and whether due or to become due or whether or not required to be included a Material Adverse Effect on the Buyer or any Buyer Subsidiary; and (c) the Buyer’s auditors who audited the audited Buyer Financial Statements pursuant and who provided their audit report thereon are independent public accountants as required under applicable Securities Laws and there has never been a reportable event (within the meaning of National Instrument 51-102) between the Buyer and the Buyer’s auditors or, to the U.S. GAAP, probable of assertion or not, except liabilities that are reflected or disclosed in the notes knowledge of the most recent Buyer Financial StatementsBuyer, or were incurred in the Ordinary Course of Business and in the aggregate do not exceed $50,000. No other information provided by or on behalf of Buyer to Seller which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light former auditors of the circumstances under which they were made, not misleadingBuyer.

Buyer Financial Statements. Buyer has delivered to Seller its unaudited financial statements (balance sheet, statement of operations, and statement of cash flows) for the fiscal year ended December 31, 2016, and its unaudited financial statements (balance sheet, statement of operations, and statement of cash flows) as at, and for the nine-month period ended September 30, 2017 (collectively, the “Buyer Financial Statements”). The Buyer Financial Statements: (i) are true, accurate and complete in all respects; (ii) are consistent with the books and records of Buyer; (iii) present fairly and accurately, in all material respects, the results of operations and financial condition of the business of Buyer for the respective periods covered or as of their respective dates; and (iv), have been prepared in accordance with U.S. GAAP, applied on a consistent basis throughout the periods covered. Buyer has delivered to Seller or their representatives, or made available through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective dates, the Buyer Financial Statements disclosed in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, all indebtedness of the Buyer is set forth in Section 4.5 of the Buyer Disclosure Schedule (“Buyer Indebtedness”), and shall mean and include the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (including breakage costs, penalties and fees), if any, unpaid fees or expenses and other monetary obligations as of such time in respect of: (a) all indebtedness of the Buyer for borrowed money or for the deferred or unpaid purchase price of property or services; (b) any other indebtedness of the Buyer which is evidenced by a note, bond, debenture or similar instrument or commercial paper (including a purchase money obligation); (c) all deferred obligations of the Buyer to reimburse any bank or other person in respect of amounts paid or advanced under a letter of credit, surety bond, performance bond or other instrument; (d) all indebtedness of others guaranteed, directly or indirectly, by the Buyer or as to which the Buyer has an obligation (contingent or otherwise) that is substantially the economic equivalent of a guarantee; (e) all obligations of the Buyer under financing or capital leases; (f) all indebtedness of others secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien other than Permitted Encumbrances on any property or assets of the Buyer (whether or not such obligation is assumed by the Buyer); (g) the aggregate net liability pursuant to any derivative instruments, including any interest rate or currency swaps, caps, collars, options, futures or purchase or repurchase obligations, or other similar derivative instruments. Buyer does not have any liabilities of any nature, including without limitation expenses, whether accrued, absolute, contingent or otherwise, and whether due or to become due or whether or not required to be included on the Buyer Financial Statements pursuant to the U.S. GAAP, probable of assertion or not, except liabilities that are reflected or disclosed in the notes of the most recent Buyer Financial Statements, or were incurred in the Ordinary Course of Business and in the aggregate do not exceed $50,000. No other information provided by or on behalf of Buyer to Seller which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Buyer Financial Statements. The consolidated balance sheet -------------------------- of Buyer has delivered to Seller and its unaudited financial subsidiaries as of December 31, 1997 and 1996 and related supplemental consolidated statements (balance sheetof income, statement changes in stockholders' equity and cash flows for each of operations, and statement of cash flows) for the fiscal year three years in the period ended December 31, 20161997, and its unaudited financial statements (balance sheettogether with the notes thereto, statement of operationsaudited by Xxxxx X. Xxxx & Associates, and statement of cash flows) as at, and for the nine-month period ended September 30, 2017 L.L.C. (collectively, the “"Buyer Financial Statements”). The Buyer Financial Statements: (i) are true, accurate and complete in all respects; (ii) are consistent with the books and records of Buyer; (iii) present fairly and accurately, in all material respects, the results of operations and financial condition of the business of Buyer for the respective periods covered or as of their respective dates; and (iv"), have been prepared in accordance with U.S. GAAPgenerally accepted accounting principles, applied on a consistent basis throughout present fairly the consolidated financial position of Buyer and its subsidiaries at the dates thereof and the consolidated results of operations, changes in stockholders' equity and cash flows of Buyer and its subsidiaries for the periods coveredstated therein and are derived from the books and records of Buyer and its subsidiaries, which are complete and accurate in all material respects and have been maintained in accordance with good business practices. Neither Buyer nor any of its subsidiaries has delivered to Seller or their representatives, or made available through any material contingent liabilities that are not described in the SEC’s website at xxxx://xxx.xxx.xxx, Buyer Financial Statements. Attached hereto as Schedule 3.4 are true and complete copies ------------ of Buyer's Annual Report on Form 10-KSB for the year ended December 31, 1997 and Quarterly Reports on Form 10-QSB for the quarters ended March 31, 1998 and June 30, 1998 (collectively, the "SEC DocumentsReports"). Buyer has timely filed any and all material reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Securities and Exchange Commission (the "SEC"), including, but not limited to, Forms 10-KSB, Forms 10-QSB, Forms 8-K and proxy statements. As of each of their respective dates, the Buyer Financial Statements disclosed in the SEC Documents Reports complied as to form in all material respects with applicable accounting requirements and all the published rules and regulations of promulgated by the SEC. With respect to the SEC Reports, there is no material unresolved violation, criticism or exception by the SEC with respect thereto. As of the date of this Agreement, all indebtedness of the Buyer is set forth in Section 4.5 of the Buyer Disclosure Schedule (“Buyer Indebtedness”), and shall mean and include the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (including breakage costs, penalties and fees), if any, unpaid fees or expenses and other monetary obligations as of such time in respect of: (a) all indebtedness of the Buyer for borrowed money or for the deferred or unpaid purchase price of property or services; (b) any other indebtedness of the Buyer which is evidenced by a note, bond, debenture or similar instrument or commercial paper (including a purchase money obligation); (c) all deferred obligations of the Buyer to reimburse any bank or other person in respect of amounts paid or advanced under a letter of credit, surety bond, performance bond or other instrument; (d) all indebtedness of others guaranteed, directly or indirectly, by the Buyer or as to which the Buyer has an obligation (contingent or otherwise) that is substantially the economic equivalent of a guarantee; (e) all obligations of the Buyer under financing or capital leases; (f) all indebtedness of others secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien other than Permitted Encumbrances on any property or assets of the Buyer (whether or not such obligation is assumed by the Buyer); (g) the aggregate net liability pursuant to any derivative instruments, including any interest rate report or currency swaps, caps, collars, options, futures or purchase or repurchase obligationsstatement filed by, or other similar derivative instruments. Buyer does not have any liabilities of any natureexaminations of, including without limitation expenses, whether accrued, absolute, contingent or otherwise, and whether due or to become due or whether or not required to be included on the Buyer Financial Statements pursuant to the U.S. GAAP, probable of assertion or not, except liabilities that are reflected or disclosed in the notes of the most recent Buyer Financial Statements, or were incurred in the Ordinary Course of Business and in the aggregate do not exceed $50,000. No other information provided by or on behalf of Buyer to Seller which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingBuyer.