Common use of Company Financial Statements and Internal Controls Clause in Contracts

Company Financial Statements and Internal Controls. (a) Schedule 3.8 sets forth (i) the audited balance sheets of the Company as of December 31, 2012 and 2011, (ii) the audited statements of operations, stockholders’ deficit and cash flows of the Company for the fiscal years ended December 31, 2012, December 31, 2011 and for the period from inception through December 31, 2012, (iii) the unaudited balance sheet (the “Company Balance Sheet”) of the Company as of September 30, 2013 (the “Balance Sheet Date”) and the related unaudited statements of operations, stockholders’ deficit and cash flows of the Company for the nine month period then ended (the financial statements referred to in items (i), (ii) and (iii), collectively, the “Company Financial Statements”). The Company Financial Statements are accurate and complete in all material respects and have been prepared from the books and records of the Company and in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, except for the absence of footnotes. The Company Financial Statements fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as of the dates and for the periods indicated therein, subject, in the case of the unaudited interim Company Financial Statements, to normal year-end adjustments, which were not material in amount or significance. Schedule 3.8 also sets forth (x) a report with respect to the Company Financial Statements by the Company’s accountants, which report shall be in form and substance reasonably satisfactory to the Parent; (y) the quarterly breakdowns prepared by management of the Company Financial Statements for the years ended December 31, 2012 and 2011; and (z) unaudited balance sheets and unaudited statements of income, cash flows and other financial information of the Company for any period subsequent to or after December 31, 2012 necessary for the filing of the Parent’s Current Report on Form 8-K in respect of the Transactions.

Company Financial Statements and Internal Controls. (a) Schedule 3.8 2.7 sets forth (i) the audited unaudited consolidated balance sheets of and the Company as of December 31, 2012 and 2011, (ii) the audited related unaudited consolidated statements of operations, stockholders’ deficit stockholders equity (deficit) and cash flows of the Company and its Subsidiaries for the fiscal years ended December 31, 2012, 2003 and December 31, 2011 2004, (ii) the unaudited consolidated balance sheet and the related unaudited consolidated statement of operations, stockholders equity (deficit) and cash flows of the Company and its Subsidiaries for the period from inception through fiscal year ended December 31, 2012, 2005 (iii) the unaudited balance sheet (included therein at December 31, 2005 being the “Company Balance Sheet”) of the Company as of September 30, 2013 (and December 31, 2005 being the “Balance Sheet Date”), and (iii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of February 28, 2006, which balance sheet is the most recent regularly prepared unaudited consolidated balance sheet of the Company, and the related unaudited consolidated statements of operations, stockholders’ deficit operations and cash flows of the Company and its Subsidiaries for the nine two-month period then ended (together with the financial statements referred to in items (i), (ii) and (iiiii), collectively, the “Company Financial Statements”). The Company Financial Statements are accurate and complete in all material respects and have been prepared from the books and records of the Company and in accordance with GAAP generally accepted accounting principles effective in the United States (“GAAP”) applied on a basis consistent basis throughout the periods indicated and consistent with each other, except for the absence of footnotes. The Company Financial Statements fairly present, in all material respects, the consolidated financial positioncondition, results of operations and cash flows of the Company and its Subsidiaries as of the dates and for during the periods indicated therein, subjectconsistent with the books and records of the Company and its Subsidiaries, in the case of except that the unaudited interim Company Financial Statements, financial statements are subject to normal year-end adjustments, which were are not material in amount or significance. Schedule 3.8 also sets forth (x) a report with respect to the Company Financial Statements by the Company’s accountants, which report shall be in form and substance reasonably satisfactory to the Parent; (y) the quarterly breakdowns prepared by management of the Company Financial Statements for the years ended December 31, 2012 and 2011; and (z) unaudited balance sheets and unaudited statements of income, cash flows and other financial information of the Company for any period subsequent to or after December 31, 2012 necessary for the filing of the Parent’s Current Report on Form 8-K in respect of the Transactions.

Company Financial Statements and Internal Controls. (a) Schedule 3.8 2.7 sets forth (i) the audited balance sheets of the Company as of December 31, 2012 and 2011, (ii) the audited statements of operations, stockholders’ deficit and cash flows of the Company for the fiscal years ended December 31, 2012, December 31, 2011 and for the period from inception through December 31, 2012, (iii) the unaudited consolidated balance sheet (the “Company Balance Sheet”) of the Company and the Subsidiaries as of September 30December 31, 2013 2011 and the related unaudited consolidated statements of operations, shareholders’ equity and cash flows of the Company and the Subsidiaries for the twelve (12) month period then ended, (ii) the unaudited consolidated balance sheet of the Company and the Subsidiaries as of December 31, 2010 and the related unaudited consolidated statements of operations, shareholders’ equity and cash flows of the Company and the Subsidiaries for the twelve (12) month period then ended and (iii) the unaudited consolidated balance sheet of the Company and the Subsidiaries as of March 31, 2012 (the “Balance Sheet Date”) and the related unaudited consolidated statements of operations, stockholdersshareholders’ deficit equity and cash flows of the Company and the Subsidiaries for the nine month period then ended (the financial statements referred to in items (i), (ii) and (iii), collectively, the “Company Financial Statements”). The Company Financial Statements are accurate and complete in all material respects and have been prepared from the books and records of the Company and in accordance with GAAP generally accepted accounting principles effective in the United States (“GAAP”) applied on a consistent basis throughout the periods indicated and consistent with each other, except that the unaudited Company Financial Statements do not contain notes to the financial statements and, except for the absence financial statements referred to in item (iii) of footnotesthe preceding sentence, are subject to normal year-end adjustments. The Company Financial Statements fairly present, present in all material respects, respects the consolidated financial position, results of operations and cash flows of the Company and the Subsidiaries as of the dates and for the periods indicated therein, subject, in the case of the unaudited interim Company Financial Statements, to normal year-end adjustments, which were not material in amount or significance. Schedule 3.8 also sets forth (x) a report with respect to the Company Financial Statements by the The Company’s accountants, which report shall be in form and substance reasonably satisfactory to the Parent; (y) the quarterly breakdowns prepared by management of the Company Financial Statements for the years ended December 31, 2012 and 2011; and (z) unaudited balance sheets and unaudited statements of income, cash flows and other financial information of the Company for any period subsequent to or after December 31, 2012 necessary for the filing of the Parent’s Current Report on Form 8-K in respect of the Transactionsrevenue recognition policy is consistent with GAAP.

Company Financial Statements and Internal Controls. (a) Schedule 3.8 2.7(a) sets forth (i) the audited consolidated balance sheets of and the Company as of December 31, 2012 and 2011, (ii) the related audited consolidated statements of operations, redeemable convertible preferred stock, stockholders’ deficit and comprehensive income (loss), and cash flows of the Company and the Subsidiaries as of and for the fiscal years ended December 31, 20122009 and December 31, 2010 and the opinion of Xxxxx Xxxxxxxx LLP, the Company’s independent auditor, thereon, (ii) the unaudited consolidated balance sheet of the Company and the Subsidiaries as of December 31, 2011 and the related unaudited consolidated statements of operations, redeemable convertible preferred stock, stockholders’ deficit and comprehensive income (loss), and cash flows of the Company and the Subsidiaries for the twelve (12)-month period from inception through December 31then ended, 2012, and (iii) the unaudited consolidated balance sheet of the Company and the Subsidiaries (the “Company Balance Sheet”) of the Company as of September 30March 31, 2013 2012 (such date, the “Balance Sheet Date”) and the related unaudited consolidated statements of operations, redeemable convertible preferred stock, stockholders’ deficit and comprehensive income (loss), and cash flows of the Company and the Subsidiaries for the nine month three (3)-month period then ended (the financial statements referred to in items (i), (ii) and (iii), collectively, the “Company Financial Statements”). The Company Financial Statements are accurate and complete in all material respects and have been prepared from the books and records of the Company and the Subsidiaries and in accordance with GAAP generally accepted accounting principles effective in the United States (“GAAP”) applied on a consistent basis throughout the periods indicated and consistent consistently with each other, except for the absence of footnotesfootnotes in the case of the unaudited Company Financial Statements. The Company Financial Statements fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and the Subsidiaries as of the dates and for the periods indicated therein, subject, in the case of the unaudited interim Company Financial Statements, to normal year-end adjustments, adjustments which were are not material in amount or significance. Schedule 3.8 also sets forth (x) a report The Company’s revenue recognition policy is consistent with respect to GAAP. During the periods covered by the Company Financial Statements by Statements, the Company’s accountants, which report shall be in form and substance reasonably satisfactory to the Parent; (y) the quarterly breakdowns prepared by management external auditor was independent of the Company Financial Statements for the years ended December 31, 2012 and 2011; and (z) unaudited balance sheets and unaudited statements of income, cash flows and other financial information of the Company for any period subsequent to or after December 31, 2012 necessary for the filing of the Parent’s Current Report on Form 8-K in respect of the Transactionsits management.

Company Financial Statements and Internal Controls. (a) Schedule 3.8 2.7 sets forth (i) the audited consolidated balance sheets of and the Company as of December 31, 2012 and 2011, (ii) the related audited consolidated statements of operationsoperation, stockholders’ deficit equity and cash flows of the Company and its Subsidiaries for the fiscal years year ended December March 31, 20122007, December and the opinion of Armanino XxXxxxx, the Company’s independent auditor, thereon, and (ii) the unaudited consolidated balance sheets and the related unaudited consolidated statements of operation, stockholders’ equity and cash flows of the Company and its Subsidiaries for the fiscal year ended March 31, 2011 2008 (the “2008 Balance Sheet”), and for the period from inception through December 31, 2012, (iii) the unaudited consolidated balance sheet sheets (the “Company Balance Sheet”) of the Company and its Subsidiaries as of September 30February 26, 2013 2009 (the “Balance Sheet Date”) and the related unaudited consolidated statements of operationsoperation, stockholders’ deficit equity and cash flows of the Company and its Subsidiaries for the nine 10-month period then ended (the financial statements referred to in items (i), (ii) and through (iii), collectively, the “Company Financial Statements” and the financial statements referred to in item (iii), collectively, the “Interim Financial Statements”). The Company Financial Statements are accurate and complete in all material respects and have been prepared from the books and records of the Company and in accordance with GAAP generally accepted accounting principles effective in the United States (“GAAP”) except, in the case of the 2008 Balance Sheet and the Interim Financial Statements, the absence of footnotes, applied on a consistent basis throughout the periods indicated and consistent with each other, except for the absence of footnotes. The Company Financial Statements fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as of the dates and for the periods indicated therein, subject, in the case of the unaudited interim Company Interim Financial Statements, to normal year-end adjustments, which were not material in amount or significance. Schedule 3.8 also sets forth (x) a report with respect to the Company Financial Statements by the Company’s accountants, which report shall be in form and substance reasonably satisfactory to the Parent; (y) the quarterly breakdowns prepared by management of the Company Financial Statements for the years ended December 31, 2012 and 2011; and (z) unaudited balance sheets and unaudited statements of income, cash flows and other financial information of the Company for any period subsequent to or after December 31, 2012 necessary for the filing of the Parent’s Current Report on Form 8-K in respect of the Transactions.

Company Financial Statements and Internal Controls. (a) Schedule 3.8 3.7(a) sets forth (i) the audited consolidated balance sheets and the related audited consolidated statements of operations, changes in members’ equity and cash flows of IBP Holdings, LLC and IBP Holdings II, LLC and their respective Subsidiaries for the Company as of fiscal year ended December 31, 2012 2009 and 2011the opinion of Xxxxx Xxxxxxx, LLP, the Company’s independent auditor, thereon, (ii) the audited draft unaudited consolidated balance sheets and the related unaudited . consolidated statements of operations, stockholderschanges in members’ deficit equity and cash flows of the Company IBP Holdings, LLC and its Subsidiaries for the fiscal years year ended December 31, 2012, December 31, 2011 and for the period from inception through December 31, 20122010, (iii) the reviewed consolidated balance sheets and the related reviewed consolidated statements of operations, changes in members’ equity and cash flows of IBP Holdings II, LLC and its Subsidiaries for the fiscal year ended December 31, 2010 and (iv) the unaudited consolidated balance sheet sheets (the “Company Balance Sheet”’’) of the Company IBP Holdings, LLC and IBP Holdings II, LLC and their respective Subsidiaries as of September 30, 2013 2011 (the “Balance Sheet Date”) and the related unaudited consolidated statements of operations, stockholders’ deficit operations and cash flows of the Company such entities for the nine month (9)-month period then ended (the financial statements referred to in items (i), ) through (ii) and (iiiiv), collectively, the “Company Financial Statements”). The Company Financial Statements are accurate and complete in all material respects and have been prepared from the books and records of the Company and in accordance with GAAP accounting principles generally accepted in the United States (“GAAP”) applied on a consistent basis throughout the periods indicated and consistent with each other, except for the absence of footnotesfootnotes in the case of the unaudited Company Financial Statements. The Company Financial Statements fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company IBP Holdings, LLC and IBP Holdings II, LLC and their respective Subsidiaries as of the dates and for the periods indicated therein, subject, in the case of the unaudited interim Company Financial Statements, to normal year-end adjustments, which were not material in amount or significance. Schedule 3.8 also sets forth (x) a report The revenue recognition policy of IBP Holdings, LLC and IBP Holdings II, LLC and their respective Subsidiaries is consistent with respect to the Company Financial Statements by the Company’s accountants, which report shall be in form and substance reasonably satisfactory to the Parent; (y) the quarterly breakdowns prepared by management of the Company Financial Statements for the years ended December 31, 2012 and 2011; and (z) unaudited balance sheets and unaudited statements of income, cash flows and other financial information of the Company for any period subsequent to or after December 31, 2012 necessary for the filing of the Parent’s Current Report on Form 8-K in respect of the TransactionsGAAP.

Company Financial Statements and Internal Controls. (a) Schedule 3.8 2.7(a) of the Company Disclosure Letter sets forth (i) the audited consolidated balance sheets of the Company and the Subsidiaries as of December 31April 30, 2012 2012, April 30, 2013, April 30, 2014, and 2011April 30, (ii) 2015, and the related audited consolidated statements of operations, comprehensive income (loss), stockholders’ deficit equity and cash flows of the Company and the Subsidiaries for the stub period from February 15, 2012 through April 30, 2012 and the fiscal years ended December 31ended, 2012April 30, December 312013, 2011 April 30, 2014, and Xxxxx 00, 0000, (xx) the audited consolidated balance sheet of the Company and the Subsidiaries as of May 22, 2015, and the related audited consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows of the Company and the Subsidiaries for the stub period from inception May 1, 2015 through December 31May 22, 2012, 2015 and (iii) the unaudited audited consolidated balance sheet of the Company and the Subsidiaries as of April 30, 2016 (the “Company Balance Sheet”) of the Company as of September 30), 2013 (the “Balance Sheet Date”) and the related unaudited audited consolidated statements of operations, comprehensive income (loss), stockholders’ deficit equity and cash flows of the Company and the Subsidiaries for the nine month stub period then ended from May 23, 2015 through April 30, 2016 (the “Most Recent Balance Sheet Date”) (the financial statements referred to in items (i), ) through (iiiii) and the Updated Financial Statements (iiiif any), collectively, the “Company Financial Statements”). The Company Financial Statements are accurate and complete in all material respects and have been prepared from (to the books and records of extent prepared prior to the Company and Agreement Date) in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, except for the absence of footnotesfootnotes and subject to normal year-end adjustments in the case of the unaudited Company Financial Statements. The Company Financial Statements fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and the Subsidiaries as of the dates and for the periods indicated therein, subject, in the case of the unaudited interim Company Financial Statements, to normal year-end adjustments, which were not material in amount or significanceadjustments and the absence of footnotes. Schedule 3.8 also sets forth (x) a report with respect to the Company Financial Statements by the The Company’s accountants, which report shall be in form and substance reasonably satisfactory to the Parent; (y) the quarterly breakdowns prepared by management of the Company Financial Statements for the years ended December 31, 2012 and 2011; and (z) unaudited balance sheets and unaudited statements of income, cash flows and other financial information of the Company for any period subsequent to or after December 31, 2012 necessary for the filing of the Parent’s Current Report on Form 8-K in respect of the Transactionsrevenue recognition policy is consistent with GAAP.