Company Financial Statements; No Undisclosed Liabilities; Absence of Changes. (a) The Company has delivered to Parent its audited consolidated financial statements as of and for the years ended December 31, 2016 and December 31, 2015 (including, in each case, balance sheets, statements of operations and statements of cash flows), and its unaudited consolidated financial statements (including, in each case, balance sheets, statements of operations and statements of cash flows) as of and for the thirteen months ended January 31, 2018, and for the five months ended June 30, 2018, and will deliver to Parent, prior to the Closing, the Closing Financial Statements (collectively, the “Financial Statements”), which, except for the Closing Financial Statements, are included as Schedule 3.6(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company and its Subsidiaries, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates as historically applied by the Company, (iii) fairly and accurately present in all material respects the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), and (iv) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods indicated and consistent with each other.
(b) Neither the Company nor any Subsidiary has any Liabilities of any nature other than (i) those set forth on or adequately provided for in the balance sheet included in the Financial Statements as of June 30, 2018 (the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s business since June 30, 2018 (the “Company Balance Sheet Date”) in the ordinary course consistent with past practice that are of the type that ordinarily recur and do not result from any breach of Contract, warranty, infringement, tort or violation of Law, (iii) those incurred by the Company or its Subsidiaries in connection with the execution of this Agreement, and (iv) those arising under Material Contracts (other than the payment of liquidated damages or arising as a result of a default or breach there...
