Common use of Buyer Reports; Financial Statements Clause in Contracts

Buyer Reports; Financial Statements. (a) Buyer has timely filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by it with or to the ASX, the Australian Securities and Investment Commission (as required) since October 21, 2017 (the “Buyer Reports”). As of its respective date, or, if amended, as of the date of the last such amendment, each of the Buyer Reports complied when filed or furnished (or, if applicable, when amended) in all material respects with the requirements of the ASX, the Australian Securities and Investment Commission and other Laws applicable to such Buyer Reports, and none of the Buyer Reports when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or deceptive or likely to mislead or deceive. (b) The Buyer Financial Statements comply as to form in all material respects with applicable accounting requirements, the Corporations Act, the Australian Accounting Standards (the “AAS”) and other authoritative pronouncements of the Australian Accounting Standards Board (the “AASB”), each as amended and other applicable Laws and represent a true and fair view in all material respects of the financial position and the assets and liabilities of Buyer and its Subsidiaries. The consolidated balance sheets (including the related notes) included in the Buyer Financial Statements have been prepared in accordance with the AAS and the AASB applied on a consistent basis throughout the periods presented and present fairly in all material respects the financial position of Buyer and its Subsidiaries as at the respective dates thereof, and the consolidated statements of income, consolidated statements of shareholders’ equity and consolidated statements of cash flows (in each case including the related notes) included in such Buyer Financial Statements have been prepared in accordance with the AAS and the AASB applied on a consistent basis throughout the periods presented and present fairly in all material respects the results of operations, shareholders’ equity and cash flows of Buyer and its Subsidiaries and for the respective periods indicated. The Buyer Financial Statements (including the related notes) are not affected by any material unusual, abnormal, extraordinary or non-recurring items.

Buyer Reports; Financial Statements. (a) The Buyer has timely filed or furnished furnished, as applicable, on a timely basis, all forms, statements, certifications, reports, schedules, formsproxies, statements registrations and other documents required to be filed or furnished by it with or the SEC pursuant to the ASXSEC Guidance since January 1, 2022 (the Australian Securities “Applicable Date”) (the forms, statements, certifications, reports, schedules, proxies, registrations and Investment Commission other documents filed or furnished to the SEC (as required) since October 21whether required or filed or furnished on a voluntary basis), 2017 (in each case, including any amendments thereto, and all exhibits thereto and documents incorporated therein by reference, the “Buyer Reports”). As Since the Applicable Date, each of the Buyer Reports, at the time of its respective datefiling or being furnished, complied (or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendment) or, each if not yet filed or furnished, will comply, in all material respects, with applicable Laws, including the applicable requirements of SEC Guidance and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Buyer Reports complied when filed or furnished Reports. As of their respective dates (or, if applicableamended prior to the date of this Agreement, when amended) in all material respects with the requirements as of the ASXdate of such amendment), the Australian Securities and Investment Commission and other Laws applicable to such Buyer Reports, and none of the Buyer Reports when filed or furnished contained to the SEC since the Applicable Date did not, and any Buyer Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading or deceptive or likely to mislead or deceivemisleading. (b) No Subsidiary of the Buyer is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file or furnish any form, statement, certification, report, schedule, proxy, registration or other document with, or make any other filing with, or furnish any other material to the SEC. (c) The Buyer Financial Statements comply has made available (including via the XXXXX system) to the Seller all material correspondence between the SEC, on the one hand, and the Buyer or any of its Subsidiaries, on the other hand, since the Applicable Date, that have not been resolved by subsequent Buyer Reports on or prior to June 21, 2024. As of the date hereof, there are no outstanding or unresolved comments from the SEC’s staff with respect to any of the Buyer Reports. To the knowledge of the Buyer, as of the date hereof, (i) none of the Buyer Reports is the subject of ongoing SEC review or outstanding SEC comment and (ii) neither the SEC nor any other Governmental Authority is conducting any investigation or review of any Buyer Report. (d) Since the Applicable Date, the Buyer has been in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The Buyer maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15, as applicable, under the Exchange Act and as necessary to permit preparation of financial statements in accordance with GAAP. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Buyer and its Subsidiaries is recorded, processed, summarized and reported within the time periods specified in the SEC Guidance, and that all such information is accumulated and communicated to the individuals responsible for the preparation of the Buyer’s filings with the SEC and other public disclosure documents to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. The Buyer maintains a system of internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and SEC Guidance. During the previous five (5) years or as otherwise described in filings by the Buyer with the SEC since the Applicable Date and on or prior to June 21, 2024, neither the Buyer (including any employee thereof) nor its independent registered public accounting firm has identified or been made aware of (i) any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of internal control over financial reporting of the Buyer, (ii) any fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Buyer or other employees who have (or had) a role in the preparation of financial statements or the internal control over financial reporting utilized by the Buyer or (iii) any claim or allegation regarding any of the foregoing. (e) Each of the audited financial statements and unaudited interim financial statements included in or incorporated by reference into the Buyer Reports (including the related notes and schedules) since the Applicable Date (i) complied, or, in the case of Buyer Reports filed after the date of this Agreement, will comply, as to form in all material respects with all applicable accounting requirementsLaw, including SEC Guidance, (ii) has been prepared from, and is in accordance with, or in the case of Buyer Reports filed after the date of this Agreement, will be prepared from and will be in accordance with, the Corporations Act, the Australian Accounting Standards (the “AAS”) books and other authoritative pronouncements records of the Australian Accounting Standards Board (the “AASB”), each as amended and other applicable Laws and represent a true and fair view in all material respects of the financial position and the assets and liabilities of Buyer and its consolidated Subsidiaries. The consolidated balance sheets , (including the related notesiii) included were prepared, or in the case of Buyer Financial Statements have been prepared Reports filed after the date of this Agreement, will be prepared, in accordance with the AAS and the AASB GAAP applied on a consistent basis throughout the periods presented involved, except as may be noted therein, and present (iv) fairly presents in all material respects respects, or in the case of Buyer Reports filed after the date of this Agreement, will fairly present in all material respects, the consolidated financial position of the Buyer and its consolidated Subsidiaries as at of its date and for the respective dates thereof, and the consolidated statements of income, consolidated statements of shareholders’ equity and consolidated statements of cash flows (in each case including the related notes) included periods indicated in such Buyer Financial Statements Reports, with only such deviations from such accounting principles or their consistent application as are referred to in the financial statements and unaudited interim financial statements included in or incorporated by reference into the Buyer Reports and, subject, in the case of the unaudited interim financial statements, to (i) normal year-end audit adjustments, and (ii) the absence of related notes. (f) There are no outstanding loans or other extensions of credit made by the Buyer to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Buyer. The Buyer has not taken any action prohibited by Section 13(k) of the Exchange Act. (g) Except as set forth in the Buyer Reports filed on or prior to June 21, 2024, as of the date hereof, neither the Buyer nor any of its Subsidiaries maintains any material undisclosed “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the SEC. (h) Except (i) as set forth in Section 6.6(h) of the Buyer Disclosure Letter or the Buyer Reports filed prior to the date of this Agreement, (ii) for liabilities incurred in the ordinary course of business, since the date of the filing of a Buyer Report prior to entering into this Agreement (none of which results from breach of Contract, breach of warranty, violation of Law, tort, infringement or misappropriation), (iii) for liabilities or obligations arising under this Agreement or the performance by the Buyer of its obligations hereunder and (iv) as would not have been prepared a Buyer Material Adverse Effect, the Buyer does not have any liabilities and obligations (whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent) of a type that are required by GAAP to be reflected or reserved against in accordance with a balance sheet of the AAS and the AASB applied on a consistent basis throughout the periods presented and present fairly in all material respects the results of operations, shareholders’ equity and cash flows of Buyer and its Subsidiaries and for the respective periods indicated. The Buyer Financial Statements (including the related notes) are not affected by any material unusual, abnormal, extraordinary or non-recurring itemsconsolidated Subsidiaries.

Buyer Reports; Financial Statements. (a) The Buyer has timely filed or furnished furnished, as applicable, on a timely basis, all forms, statements, certifications, reports, schedules, formsproxies, statements registrations and other documents required to be filed or furnished by it with or the SEC pursuant to the ASXSEC Guidance since July 6, 2016 (the Australian Securities “Applicable Date”) (the forms, statements, certifications, reports, schedules, proxies, registrations and Investment Commission other documents filed or furnished to the SEC (as required) since October 21whether required or filed or furnished on a voluntary basis), 2017 (in each case, including any amendments thereto, and all exhibits thereto and documents incorporated therein by reference, the “Buyer Reports”). As Since the Applicable Date, each of the Buyer Reports, at the time of its respective date, filing or being furnished complied (or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendment) or, each if not yet filed or furnished, will comply, in all material respects, with the applicable requirements of SEC Guidance and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Buyer Reports complied when filed or furnished Reports. As of their respective dates (or, if applicableamended prior to the date of this Agreement or the Closing Date, when amended) in all material respects with the requirements as of the ASXdate of such amendment), the Australian Securities and Investment Commission and other Laws applicable to such Buyer Reports, and none of the Buyer Reports when filed or furnished contained to the SEC since the Applicable Date did not, and any Buyer Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading or deceptive or likely to mislead or deceivemisleading. (b) The Buyer Financial Statements comply Units, the Buyer Common Shares and the Buyer Warrants constitute the only outstanding classes of securities of the Buyer registered under the Exchange Act. Neither Merger Sub I nor Merger Sub II LLC is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file or furnish any form, statement, certification, report, schedule, proxy, registration or other document with, or make any other filing with, or furnish any other material to, the SEC. (c) The Buyer has made available (including via the EXXXX system) to the Company all material correspondence between the SEC, on the one hand, and the Buyer or any of its Subsidiaries, on the other hand, since the Applicable Date. As of the date hereof, there are no outstanding or unresolved comments from the SEC’s staff with respect to any of the Buyer Reports. To the Knowledge of the Buyer, as of the date hereof, (i) none of the Buyer Reports is the subject of ongoing SEC review or outstanding SEC comment and (ii) neither the SEC nor any other Governmental Authority is conducting any investigation or review of any Buyer Report. (d) Since the Applicable Date, the Buyer has been in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. The Buyer maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15, as applicable, under the Exchange Act and as necessary to permit preparation of financial statements in accordance with GAAP. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Buyer and its Subsidiaries is recorded, processed, summarized and reported within the time periods specified in the SEC Guidance, and that all such information is accumulated and communicated to the individuals responsible for the preparation of the Buyer’s filings with the SEC and other public disclosure documents to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act. The Buyer maintains a system of internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and SEC Guidance. Since the Applicable Date, neither the Buyer (including any employee thereof) nor its independent registered public accounting firm has identified or been made aware of (i) any “significant deficiencies” or “material weaknesses” (as defined by the PCAOB) in the design or operation of internal control over financial reporting of the Buyer, (ii) any fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Buyer or other employees who have (or had) a role in the preparation of financial statements or the internal control over financial reporting utilized by the Buyer or (iii) any claim or allegation regarding any of the foregoing. (e) Each of the audited financial statements and unaudited interim financial statements included in or incorporated by reference into the Buyer Reports (including the related notes and schedules) since the Applicable Date (i) complied, or, in the case of Buyer Reports filed after the date of this Agreement, will comply, as to form in all material respects with all applicable accounting requirementsLaw, including SEC Guidance, (ii) has been prepared from, and is in accordance with, or in the case of Buyer Reports filed after the date of this Agreement, will be prepared from and will be in accordance with, the Corporations Act, the Australian Accounting Standards (the “AAS”) books and other authoritative pronouncements records of the Australian Accounting Standards Board (the “AASB”), each as amended and other applicable Laws and represent a true and fair view in all material respects of the financial position and the assets and liabilities of Buyer and its consolidated Subsidiaries. The consolidated balance sheets , (including the related notesiii) included were prepared, or in the case of Buyer Financial Statements have been prepared Reports filed after the date of this Agreement, will be prepared, in accordance with the AAS and the AASB GAAP consistently applied on a consistent basis throughout during the periods presented involved, except as may be noted therein, and (iv) fairly presents, or in the case of Buyer Reports filed after the date of this Agreement, will fairly present fairly in all material respects (x) the consolidated financial position condition of the Buyer and its consolidated Subsidiaries as at the respective dates thereof, of its date and the consolidated statements of income, consolidated statements of shareholders’ equity and consolidated statements of cash flows (in each case including the related notesy) included in such Buyer Financial Statements have been prepared in accordance with the AAS and the AASB applied on a consistent basis throughout the periods presented and present fairly in all material respects the results of operations, shareholders’ equity earnings and cash flows changes in financial condition, as the case may be, of the Buyer and its consolidated Subsidiaries and for the respective periods indicatedset forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments, none of which are material, individually or in the aggregate). (f) There are no outstanding loans or other extensions of credit made by the Buyer to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Buyer. The Buyer Financial Statements (including has not taken any action prohibited by Section 13(k) of the related notes) are not affected by any material unusual, abnormal, extraordinary or non-recurring itemsExchange Act.

Buyer Reports; Financial Statements. (a) Buyer has timely filed or furnished furnished, as applicable, on a timely basis, all forms, statements, certifications, reports, schedules, formsproxies, statements registrations and other documents required to be filed or furnished by it Buyer with or the SEC pursuant to the ASXSEC Guidance, as applicable, since the Australian Securities date of formation of Buyer under the Laws of the State of Delaware (the “Formation Date”), and Investment Commission all such forms, statements, certifications, reports, schedules, proxies, registrations and other documents required to be filed subsequent to the date hereof will be timely filed (as required) since October 21all of the foregoing forms, 2017 (statements, certifications, reports, schedules, proxies, registrations and other documents, together with any amendments, restatements or supplements thereto, and all exhibits thereto and documents incorporated therein by reference, the “Buyer Reports”). As Each of the Buyer Reports, at the time of its respective datefiling or being furnished, complied, or, if amendednot yet filed or furnished, will comply with the applicable requirements of the SEC Guidance, as applicable, and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any rules and regulations promulgated thereunder applicable to the Buyer Reports. As of their respective dates, the Buyer Reports filed or furnished to the SEC since the Formation Date did not, and any Buyer Reports filed with or furnished to the SEC subsequent to the date of the last such amendmentthis Agreement will not, each of the Buyer Reports complied when filed or furnished (or, if applicable, when amended) in all material respects with the requirements of the ASX, the Australian Securities and Investment Commission and other Laws applicable to such Buyer Reports, and none of the Buyer Reports when filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading or deceptive or likely to mislead or deceivemisleading. (b) The Buyer Financial Statements comply Units, the Buyer Common Shares and the Buyer Public Warrants constitute the only outstanding classes of Equity Securities of Buyer registered under the Exchange Act. (c) Buyer has made available to Sellers all material correspondence between the SEC or any other Governmental Authority, on the one hand, and Buyer, on the other hand, since the Formation Date. There are no outstanding or unresolved comments from the SEC’s staff with respect to any of the Buyer Reports. To the Knowledge of Buyer, (i) none of the Buyer Reports is the subject of ongoing SEC review or outstanding SEC comment and (ii) neither the SEC nor any other Governmental Authority is conducting any investigation or review of any Buyer Report. (d) Since the Formation Date, Buyer has been in compliance with the applicable provisions of the Xxxxxxxx-Xxxxx Act. Buyer maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15, as applicable, under the Exchange Act and as necessary to permit preparation of financial statements in accordance with GAAP. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by Buyer is recorded, processed, summarized and reported within the time periods specified in the SEC Guidance, and that all such information is accumulated and communication to the individuals responsible for the preparation of Buyer’s filings with the SEC and other public disclosure documents to allow timely decisions regarding disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Buyer maintains a system of internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and SEC Guidance. Since the Formation Date, neither Buyer (including any Representative thereof) nor its independent registered public accounting firm has identified or been made aware of (i) any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of internal control over financial reporting of Buyer, (ii) any fraud or allegation of fraud, whether or not material, that involves (or involved) the management of Buyer or other Representatives who have (or had) a role in the preparation of financial statements or the internal control over financial reporting utilized by Buyer or (iii) any claim or allegation regarding any of the foregoing. (e) Each of the audited financial statements and unaudited interim financial statements included in or incorporated by reference into the Buyer Reports (including the related notes and schedules thereto, if any) since the Formation Date (i) complied, or in the case of Buyer Reports filed after the date hereof, will comply, as to form in all material respects with all applicable accounting requirementsLaw, including SEC Guidance, (ii) has been prepared from, and is in accordance with, or in the case of Buyer Reports filed after the date of this Agreement, will be prepared from and will be in accordance with, the Corporations Actbooks and records of Buyer, (iii) were prepared, or in the Australian Accounting Standards (the “AAS”) and other authoritative pronouncements of the Australian Accounting Standards Board (the “AASB”), each as amended and other applicable Laws and represent a true and fair view in all material respects of the financial position and the assets and liabilities case of Buyer and its Subsidiaries. The consolidated balance sheets (including Reports filed after the related notes) included in the Buyer Financial Statements have been prepared date of this Agreement, will be prepared, in accordance with the AAS and the AASB GAAP consistently applied on a consistent basis throughout during the periods presented involved, except as may be noted therein, and present (iv) fairly presents, or in all material respects the financial position case of Buyer and its Subsidiaries as at Reports filed after the respective dates thereofdate of this Agreement, and will fairly present (A) the consolidated statements financial condition of incomeBuyer as of its date and (B) the results and operations, consolidated statements earnings and changes in financial condition, as the case may be, of shareholders’ equity and consolidated statements of cash flows (in each case including the related notes) included in such Buyer Financial Statements have been prepared in accordance with the AAS and the AASB applied on a consistent basis throughout for the periods presented set forth therein (subject, in the case of unaudited interim financial statements, to notes and present fairly normal year-end audit adjustments, none of which are material, individually or in all material respects the results aggregate). (f) There are no outstanding loans or other extensions of operations, shareholders’ equity and cash flows credit made by Buyer to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Buyer. Buyer and its Subsidiaries and for has not taken any action prohibited by Section 13(k) of the respective periods indicated. The Buyer Financial Statements (including the related notes) are not affected by any material unusual, abnormal, extraordinary or non-recurring itemsExchange Act.

Buyer Reports; Financial Statements. (ai) The Buyer has timely filed or furnished furnished, as applicable, on a timely basis, all reports, schedules, forms, statements statements, certifications, reports and other documents required to be filed or furnished by it with or the SEC pursuant to the ASXSecurities Act or the Securities Exchange Act of 1934, as amended, and the Australian Securities rules and Investment Commission regulations promulgated thereunder (as requiredthe “Exchange Act”) since October 21January 1, 2017 2010 (the forms, statements, certifications, reports and documents filed or furnished since January 1, 2010 and those filed or furnished subsequent to the date hereof through and including the Closing Date, including any amendments thereto, the “Buyer Reports”). As Each of the Buyer Reports, at the time of its respective datefiling or being furnished, complied or, if amendednot yet filed or furnished, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act. As of their respective dates (or, if amended prior to the date hereof, as of the date of the last such amendment), each of the Buyer Reports complied when filed or furnished (or, if applicable, when amended) in all material respects with the requirements of the ASX, the Australian Securities and Investment Commission and other Laws applicable to such Buyer Reportsdid not, and none of any the Buyer Reports when filed with or furnished contained to the SEC on or prior to the Closing Date will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading misleading. As of the date of this Agreement, there are no material outstanding or deceptive or likely unresolved comments received from the SEC staff with respect to mislead or deceivethe Buyer Reports. (bii) The Each of the consolidated balance sheets included in or incorporated by reference into the Buyer Financial Statements comply Reports (including the related notes and schedules) fairly presents in all material respects, or, in the case of the Buyer Reports filed after the date hereof, will fairly present in all material respects, the consolidated financial position of the Buyer and its consolidated subsidiaries as to form of its date and each of the statements of consolidated income, cash flows and stockholders' equity included in or incorporated by reference into the Buyer Reports (including any related notes and schedules) fairly presents in all material respects, or in the case of the Buyer Reports filed after the date hereof, will fairly present in all material respects with applicable accounting requirementsthe financial position, results of operations and cash flows, as the Corporations Actcase may be, the Australian Accounting Standards (the “AAS”) and other authoritative pronouncements of the Australian Accounting Standards Board (the “AASB”), each as amended and other applicable Laws and represent a true and fair view in all material respects of the financial position and the assets and liabilities of Buyer and its Subsidiaries. The consolidated balance sheets subsidiaries for the periods set forth therein (including the related notes) included subject, in the Buyer Financial Statements have been prepared case of unaudited statements, to notes and year-end adjustments), in each case in accordance with the AAS and the AASB GAAP applied on a consistent basis throughout the periods presented indicated, except as may be noted therein and present fairly in compliance with, in all material respects the financial position of Buyer and its Subsidiaries as at the respective dates thereofrespects, applicable accounting requirements and the rules and regulations of the SEC. (iii) Neither the Buyer nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations (A) set forth in the Buyer's consolidated statements balance sheet as of incomeMarch 23, consolidated statements of shareholders’ equity and consolidated statements of cash flows (in each case including the related notes) 2012 included in such Buyer Financial Statements have been prepared in accordance with the AAS and the AASB applied on a consistent basis throughout the periods presented and present fairly in all material respects the results of operations, shareholders’ equity and cash flows of Buyer and its Subsidiaries and Form 10-Q for the respective periods indicated. The quarter ended March 23, 2012 or in the notes thereto, (B) incurred in the ordinary course of business consistent with past practice since March 23, 2012 or (C) which would not reasonably be expected to have a Buyer Financial Statements (including the related notes) are not affected by any material unusual, abnormal, extraordinary or non-recurring itemsMaterial Adverse Effect.

Buyer Reports; Financial Statements. (ai) The Homart Buyer has timely filed or furnished furnished, as applicable, on a timely basis, all reports, schedules, forms, statements statements, certifications, reports and other documents required to be filed or furnished by it with or the SEC pursuant to the ASXSecurities Act or the Securities Exchange Act of 1934, as amended, and the Australian Securities rules and Investment Commission regulations promulgated thereunder (as requiredthe “Exchange Act”) since October 21January 1, 2017 2012 (the forms, statements, certifications, reports and documents filed or furnished since January 1, 2012 and those filed or furnished subsequent to the date hereof through and including the Closing Date, including any amendments thereto, the “Buyer Reports”). As Each of the Buyer Reports, at the time of its respective datefiling or being furnished, complied or, if amendednot yet filed or furnished, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act. As of their respective dates (or, if amended prior to the date hereof, as of the date of the last such amendment), each of the Buyer Reports complied when filed or furnished (or, if applicable, when amended) in all material respects with the requirements of the ASX, the Australian Securities and Investment Commission and other Laws applicable to such Buyer Reportsdid not, and none of any the Buyer Reports when filed with or furnished contained to the SEC on or prior to the Closing Date will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading or deceptive or likely to mislead or deceivemisleading. (bii) The Each of the consolidated balance sheets included in or incorporated by reference into the Buyer Financial Statements comply Reports (including the related notes and schedules) fairly presents in all material respects, or, in the case of the Buyer Reports filed after the date hereof, will fairly present in all material respects, the consolidated financial position of the Homart Buyer and its consolidated subsidiaries as to form of its date and each of the statements of consolidated income, cash flows and stockholders’ equity included in or incorporated by reference into the Buyer Reports (including any related notes and schedules) fairly presents in all material respects, or in the case of the Buyer Reports filed after the date hereof, will fairly present in all material respects with applicable accounting requirementsthe financial position, results of operations and cash flows, as the Corporations Actcase may be, the Australian Accounting Standards (the “AAS”) and other authoritative pronouncements of the Australian Accounting Standards Board (the “AASB”), each as amended and other applicable Laws and represent a true and fair view in all material respects of the financial position and the assets and liabilities of Homart Buyer and its Subsidiaries. The consolidated balance sheets subsidiaries for the periods set forth therein (including the related notes) included subject, in the Buyer Financial Statements have been prepared case of unaudited statements, to notes and year-end adjustments), in each case in accordance with the AAS and the AASB GAAP applied on a consistent basis throughout the periods presented indicated, except as may be noted therein and present fairly in compliance with, in all material respects the financial position of Buyer and its Subsidiaries as at the respective dates thereofrespects, applicable accounting requirements and the rules and regulations of the SEC. (iii) Neither the Homart Buyer nor any of its subsidiaries has any liabilities or obligations of any material nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations (A) set forth in the Homart Buyer’s consolidated statements balance sheet as of incomeDecember 31, consolidated statements of shareholders’ equity and consolidated statements of cash flows (in each case including the related notes) 2012 included in such Buyer Financial Statements have been prepared in accordance with the AAS and the AASB applied on a consistent basis throughout the periods presented and present fairly in all material respects the results of operations, shareholders’ equity and cash flows of Buyer and its Subsidiaries and Form 10-K for the respective periods indicated. The Buyer Financial Statements year ended December 31, 2012 or in the notes thereto or (including B) incurred in the related notes) are not affected by any material unusualordinary course of business consistent with past practice since December 31, abnormal, extraordinary or non-recurring items2012.

Buyer Reports; Financial Statements. (a) Since January 1, 2006, the Buyer has timely filed or furnished with the SEC all registration statements, reports, schedulesproxy statements or information statements required to be filed by the Buyer, formsincluding (a) the Buyer’s Annual Report on Form 10-K for the fiscal year ended June 25, statements 2006 and (b) the Buyer’s Quarterly Reports on Form 10-Q for the periods ended December 25, 2005, March 26, 2006, September 24, 2006 and December 24, 2006 and all other reports or documents required to be filed by the Buyer pursuant to Section 13(a) or furnished by it with or 15(d) of the Exchange Act since the filing of the most recent Buyer’s Quarterly Report on Form 10-Q, which are publicly available on the SEC’s EXXXX system (collectively, including any such reports filed subsequent to the ASXdate hereof, the Australian Securities and Investment Commission (as required) since October 21, 2017 (the “Buyer Reports”), all of which were timely filed and have been prepared in accordance, and comply, in all material respects with the applicable requirements under the Securities Law, and the Buyer has made available to the Seller all such Buyer Reports. As of its their respective date, dates (or, if amended, as of the date of such amendment or, if superseded by a subsequent Buyer Report filed prior to the last date hereof, as of the date of such amendmentsubsequent Buyer Report), each of the Buyer Reports complied when did not, and any Buyer Reports filed or furnished (or, if applicable, when amended) in all material respects with the requirements of SEC subsequent to the ASXdate hereof will not, the Australian Securities and Investment Commission and other Laws applicable to such Buyer Reports, and none of the Buyer Reports when filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading or deceptive or likely to mislead or deceive. (b) The Buyer Financial Statements comply as to form in all material respects with applicable accounting requirements, the Corporations Act, the Australian Accounting Standards (the “AAS”) and other authoritative pronouncements misleading. Each of the Australian Accounting Standards Board (the “AASB”), each as amended and other applicable Laws and represent a true and fair view in all material respects of the financial position and the assets and liabilities of Buyer and its Subsidiaries. The consolidated balance sheets included in or incorporated by reference into the Buyer Reports (including the related notesnotes and schedules) included in the Buyer Financial Statements have been prepared in accordance with the AAS and the AASB applied on a consistent basis throughout the periods presented and present fairly presents, or will fairly present, in all material respects respects, the consolidated financial position of the Buyer and its Subsidiaries as at the respective dates thereof, of its date and each of the consolidated statements of income, consolidated statements income and of shareholders’ equity and consolidated statements of cash flows (changes in each case including the related notes) financial position included in such or incorporated by reference into the Buyer Financial Statements have been prepared in accordance with the AAS Reports (including any related notes and the AASB applied on a consistent basis throughout the periods presented and present schedules) fairly presents, or will fairly present, in all material respects respects, the results of operations, shareholders’ equity retained earnings and cash flows changes in financial position, as the case may be, of the Buyer and its Subsidiaries and for the respective periods indicated. The Buyer Financial Statements set forth therein (including subject, in the related notes) are case of unaudited statements, to notes and normal year-end audit adjustments that will not affected by any be material unusualin amount or effect), abnormalin each case in accordance with U.S. GAAP consistently applied during the periods involved, extraordinary or non-recurring itemsexcept as may be noted therein.

Buyer Reports; Financial Statements. (a) Buyer has timely filed or furnished furnished, as applicable, on a timely basis, all forms, statements, certifications, reports, schedules, formsproxies, statements registrations and other documents required to be filed or furnished by it Buyer with or the SEC pursuant to the ASXSEC Guidance, as applicable, since the Australian Securities date of formation of Buyer under the Laws of the State of Delaware (the “Formation Date”), and Investment Commission all such forms, statements, certifications, reports, schedules, proxies, registrations and other documents required to be filed subsequent to the date hereof will be timely filed (as required) since October 21all of the foregoing forms, 2017 (statements, certifications, reports, schedules, proxies, registrations and other documents, together with any amendments, restatements or supplements thereto, and all exhibits thereto and documents incorporated therein by reference, the “Buyer Reports”). As Each of the Buyer Reports, at the time of its respective datefiling or being furnished, complied, or, if amendednot yet filed or furnished, will comply with the applicable requirements of the SEC Guidance, as applicable, and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and any rules and regulations promulgated thereunder applicable to the Buyer Reports. As of their respective dates, the Buyer Reports filed or furnished to the SEC since the Formation Date did not, and any Buyer Reports filed with or furnished to the SEC subsequent to the date of the last such amendmentthis Agreement will not, each of the Buyer Reports complied when filed or furnished (or, if applicable, when amended) in all material respects with the requirements of the ASX, the Australian Securities and Investment Commission and other Laws applicable to such Buyer Reports, and none of the Buyer Reports when filed or furnished contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading or deceptive or likely to mislead or deceivemisleading. (b) The Buyer Financial Statements comply as to form in all material respects with applicable accounting requirements, the Corporations Act, the Australian Accounting Standards (the “AAS”) and other authoritative pronouncements of the Australian Accounting Standards Board (the “AASB”), each as amended and other applicable Laws and represent a true and fair view in all material respects of the financial position and the assets and liabilities of Buyer and its Subsidiaries. The consolidated balance sheets (including the related notes) included in the Buyer Financial Statements have been prepared in accordance with the AAS and the AASB applied on a consistent basis throughout the periods presented and present fairly in all material respects the financial position of Buyer and its Subsidiaries as at the respective dates thereof, and the consolidated statements of income, consolidated statements of shareholders’ equity and consolidated statements of cash flows (in each case including the related notes) included in such Buyer Financial Statements have been prepared in accordance with the AAS and the AASB applied on a consistent basis throughout the periods presented and present fairly in all material respects the results of operations, shareholders’ equity and cash flows of Buyer and its Subsidiaries and for the respective periods indicated. The Buyer Financial Statements (including the related notes) are not affected by any material unusual, abnormal, extraordinary or non-recurring items.