Common use of Company Financial Statements; No Undisclosed Liabilities; Absence of Changes Clause in Contracts

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 thereof) in accordance with their terms and which are readily apparent from the actual text of the Material Contracts. Except for Liabilities reflected in the Financial Statements (excluding the Closing Financial Statements), neither the Company nor any Subsidiary has any off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company or any Subsidiary. Neither the Company nor any Subsidiary has ever guaranteed any debt or other obligation of any other Person. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP as consistently applied by the Company for pre-Closing periods and are adequate. For clarity, the mere existence of a claim, complaint or notice from a third party involving the Company and/or the Subsidiaries arising after the Agreement Date shall not in itself constitute a breach of this Section 3.6(b) on the theory that such claim or the matters underlying such claim (absent an underlying breach of another applicable representation, warranty or covenant) constitute a unknown, contingent, unmatured or other debt, liability or obligation of the Company and/or the Subsidiaries. (c) Schedule 3.6(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Indebtedness, including, for each item of Company Indebtedness, the agreement governing the Company Indebtedness, any assets securing such Company Indebtedness and any prepayment or other penalties payable in connection with the repayment of such Company Indebtedness at the Closing. (d) Schedule 3.6(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company or its Subsidiaries maintain accounts and the names of all Persons authorized to make withdrawals therefrom. (e) The Company and each Subsidiary has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company and its Subsidiaries are being executed and made only in accordance with appropriate authorizations of management and the Company Board, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company and (iv) the assets of the Company and its Subsidiaries have been recorded in conformity with GAAP. None of the Company, any Subsidiary, the Company’s independent auditors nor, to the Knowledge of the Company, any current or former employee, consultant or director of the Company or any Subsidiary, has identified or been made aware of any fraud, whether or not material, that involves the Company’s or such Subsidiary’s management or other current or former employees, consultants directors of the Company or such Subsidiary who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or such Subsidiary, or any claim or allegation regarding any of the foregoing. None of the Company, any Subsidiary nor, to the Knowledge of the Company, any Representative of the Company or any Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary or its internal accounting controls or any material inaccuracy in the Company’s financial statements. There are no significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data. There has been no material change in the Company accounting policies since the Company’s inception, except as described in the Financial Statements. (f) Since January 1, 2018, (i) the Company and each Subsidiary has conducted its business only in the ordinary course of business consistent with past practice, (ii) there has not occurred a Company Material Adverse Effect with respect to the Company or any Subsidiary and (iii) none of the Company nor any Subsidiary has done, caused or permitted any actions that would violate Section 5.2. (g) The accounts receivable as reflected on the Company Balance Sheet arose in the ordinary course of business and represented bona fide claims against debtors for sales and other charges. Allowances for doubtful accounts have been prepared in accordance with GAAP as consistently applied by the Company for pre-Closing periods and in accordance with the Company’s past practice. The accounts receivable of the Company arising after the Company Balance Sheet Date and before the Closing Date arose or shall arise in the ordinary course of business and represented or shall represent bona fide claims against debtors for sales and other charges. None of the accounts receivable of the Company is subject to any claim of offset, recoupment, setoff or counter-claim, and, to the Knowledge of the Company, there are no specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of accounts receivable is contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance on any of such accounts receivable and no agreement for deduction or discount has been made with respect to any of such accounts receivable.

Company Financial Statements; No Undisclosed Liabilities; Absence of Changes. (a) The Company has delivered to Parent Purchaser its unaudited consolidated financial statements as of and for the year ended December 31, 2019, and its audited consolidated financial statements as of and for the years ended December 31, 2016 2018 and December 31, 2015 (including, in each case, balance sheets, statements of operations and statements of cash flows), and its unaudited consolidated financial statements 2017 (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, which are included as Schedule 3.6(a) of the Company Disclosure Letter. The Financial Statements for the years ended December 31, 2019 and December 31, 2018 (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 GAAPthe Company Accounting Principles, 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 30December 31, 2018 2019 (the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s business since June 30December 31, 2018 2019 (the “Company Balance Sheet Date”) in the ordinary course consistent with past practice that are of the type that ordinarily recur 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, 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 thereof) in accordance with their terms and terms, which are readily apparent to Purchaser from the actual text of the Material Contracts, and which are not required to be identified as liabilities in a balance sheet prepared under U.K. GAAP. Except for Liabilities reflected in the Financial Statements (excluding the Closing Financial Statements), neither the Company nor any Subsidiary has any off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company or any Subsidiary. Neither the Company nor any Subsidiary has ever guaranteed any debt or other obligation of any other Person. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with U.K. GAAP as consistently applied by the Company for pre-Closing periods and are adequate. For clarity, the mere existence of a claim, complaint or notice from a third party involving the Company and/or the Subsidiaries arising after the Agreement Date shall not in itself constitute a breach of this Section 3.6(b) on the theory that such claim or the matters underlying such claim (absent an underlying breach of another applicable representation, warranty or covenant) constitute a constitutes an unknown, contingent, unmatured or other debt, liability or obligation of the Company and/or the Subsidiaries. (c) Schedule 3.6(c) of the Company Disclosure Letter sets forth as of the Agreement Date a true, correct and complete list of all Company Indebtedness, including, for each item of Company Indebtedness, the agreement governing the Company Indebtedness, any assets securing such Company Indebtedness and any prepayment or other penalties payable in connection with the repayment of such Company Indebtedness at the Closing. (d) Schedule 3.6(d) of the Company Disclosure Letter sets forth as of the Agreement Date the names and locations of all banks and other financial institutions at which the Company or its Subsidiaries maintain accounts accounts, indicating in each case the account number and the names of all Persons authorized to make withdrawals therefrom. (e) The Company and each Subsidiary has established and maintains a system of internal accounting controls sufficient designed to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company and its Subsidiaries are being executed and made only in accordance with appropriate authorizations of management and the Company Board, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with U.K. GAAP and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company and (iv) the assets of the Company and its Subsidiaries have been recorded in conformity with U.K. GAAP. None of the Company, any Subsidiary, the Company’s independent auditors nor, to the Knowledge of the Company, any current Company Employee or former employee, consultant consultant, advisor or director of the Company or any Subsidiary, has identified or been made aware of any fraud, whether or not material, that involves the Company’s or such Subsidiary’s management or other current Company Employee or former employees, consultants directors of the Company or such Subsidiary who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or such Subsidiary, or any claim or allegation regarding any of the foregoing. None of the Company, any Subsidiary nor, to the Knowledge of the Company, any Representative of the Company or any Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary or its internal accounting controls or any material inaccuracy in the Company’s financial statements. There are no significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial datacontrols. There has been no material change in the Company Company’s accounting policies since the Company’s inceptionJanuary 1, 2016, except as described in the Financial Statements. (f) Since January 1Except for the transactions specifically contemplated in this Agreement, 2018since the Company Balance Sheet Date, (i) the Company and each Subsidiary has conducted its business only in the ordinary course of business consistent with past practice, (ii) there has not occurred a Company Material Adverse Effect with respect to the Company or any Subsidiary and (iii) none of the Company nor any Subsidiary has done, caused or permitted any actions that would violate Section 5.25.2 (other than clauses (f), (r) and (s) and grants of Company Options) if taken after the Agreement Date. (g) The accounts receivable as reflected on the Company Balance Sheet arose in the ordinary course of business and represented bona fide claims against debtors for sales and other charges. Allowances for doubtful accounts have been prepared in accordance with U.K. GAAP as consistently applied by the Company for pre-Closing periods and in accordance with the Company’s past practice. The accounts receivable of the Company arising after the Company Balance Sheet Date and before the Closing Date arose or shall arise in the ordinary course of business and represented or shall represent bona fide claims against debtors for sales and other charges. None of the accounts receivable of the Company is subject to any claim of offset, recoupment, setoff or counter-claim, and, to the Knowledge of the Company, there are no specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of accounts receivable is contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance on any of such accounts receivable and no agreement for deduction or discount has been made with respect to any of such accounts receivable.

Company Financial Statements; No Undisclosed Liabilities; Absence of Changes. (a) The Company has delivered to Parent its audited unaudited, internally prepared consolidated financial statements as of and for the years period ended December 31, 2016 and December 31, 2015 2017 (including, in each case, balance sheets, statements of operations and statements of cash flows), ) and its unaudited unaudited, internally prepared consolidated financial statements (including, in each case, balance sheets, statements of operations and statements of cash flows) as of and for the thirteen months period ended January 31, 2018, and for the five months ended June September 30, 2018, and will deliver to Parent, prior to the Closing, the Closing Financial Statements 2018 (collectively, the “Financial Statements”), which, except for the Closing Financial Statements, which are included as Schedule Section 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 otherspecified. (b) Neither the The Company nor any Subsidiary has any no 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 September 30, 2018 (the “Company Balance Sheet”), (ii) those incurred in the conduct of the Company’s business since June September 30, 2018 (the “Company Balance Sheet Date”) in the ordinary course of business 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, 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 thereof) in accordance with their terms and which are readily apparent from the actual text of the Material Contracts. Except for Liabilities reflected in the Financial Statements (excluding the Closing Financial Statements), neither the Company nor any Subsidiary has any no off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. The Company or any Subsidiary. Neither the Company nor any Subsidiary has ever never guaranteed any debt or other obligation of any other Person. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP as consistently applied by the Company for pre-Closing periods and are adequate. For clarity, the mere existence of a claim, complaint or notice from a third party involving the Company and/or the Subsidiaries arising after the Agreement Date shall not in itself constitute a breach of this Section 3.6(b) on the theory that such claim or the matters underlying such claim (absent an underlying breach of another applicable representation, warranty or covenant) constitute a unknown, contingent, unmatured or other debt, liability or obligation of the Company and/or the Subsidiaries. (c) Schedule Section 3.6(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Indebtedness, including, for each item of Company Indebtedness, the agreement any Contract governing the Company Indebtedness, any assets securing such Company Indebtedness and any prepayment or other penalties payable in connection with the repayment of such Company Indebtedness at the Closing. (d) Schedule Section 3.6(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company or its Subsidiaries maintain maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) The Company and each Subsidiary has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company and its Subsidiaries are being executed and made only in accordance with appropriate authorizations of management and the Company BoardMembers, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, assets and (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company and (iv) the assets of the Company and its Subsidiaries have been recorded in conformity with GAAPCompany. None of the Company, any Subsidiary, the Company’s independent auditors accountants nor, to the Knowledge of the Company, any current or former employee, consultant consultant, member or director manager of the Company or any SubsidiaryCompany, has identified or been made aware of any fraud, whether or not material, that involves the Company’s or such Subsidiary’s management or other current or former employees, consultants directors consultants, members or managers of the Company or such Subsidiary who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or such SubsidiaryCompany, or any claim or allegation regarding any of the foregoing. None of Neither the Company, any Subsidiary Company nor, to the Knowledge of the Company, any Representative of the Company or any Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary or its internal accounting controls or any material inaccuracy in the Company’s financial statements. There are no significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data. There has been no material change in the Company accounting policies since the Company’s inception, except as described in the Financial Statements. (f) Since January 1, 2018the Company Balance Sheet Date, (i) the Company and each Subsidiary has conducted its business only in the ordinary course of business consistent with past practice, (ii) there has not occurred a Company Material Adverse Effect with respect to the Company or any Subsidiary and (iii) none of the Company nor any Subsidiary has not done, caused or permitted any actions that would violate Section 5.2. (g) The accounts receivable as reflected on the Company Balance Sheet arose in the ordinary course of business and represented bona fide claims against debtors for sales and other charges. Allowances for doubtful accounts have been prepared in accordance with GAAP as consistently applied by the Company for pre-Closing periods and in accordance with the Company’s past practice. The accounts receivable of the Company arising after the Company Balance Sheet Date and before the Closing Date arose or shall arise in the ordinary course of business and represented or shall represent bona fide claims against debtors for sales and other charges. None of the accounts receivable of the Company is subject following actions to any claim of offset, recoupment, setoff or counter-claim, and, to the Knowledge of the Company, there are no specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of accounts receivable is contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance on any of such accounts receivable and no agreement for deduction or discount has been made with respect to any of such accounts receivable.occur:

Company Financial Statements; No Undisclosed Liabilities; Absence of Changes. (a) The Company has delivered to Parent Buyer its reviewed or audited consolidated financial statements, as applicable, for the years ended December 31, 2023, December 31, 2022, and December 31, 2021 and the unaudited financial statements as of and for the years nine-month period ended December 31September 30, 2016 and December 312024 (the “Company Balance Sheet”), 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 flows (collectively, the “Financial Statements”), which, except for the Closing Financial Statements, which are included as attached to Schedule 3.6(a3.6(a)(i) of the Company Disclosure LetterSchedules. The Financial Statements (iA) are derived from and in accordance with the books and records of the Company and its SubsidiariesCompany, (iiB) complied as to form with applicable accounting requirements with respect thereto as of their respective dates as historically applied by the Companydates, (iiiC) fairly and accurately present in all material respects the consolidated financial condition of the Company in all material respects 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 interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (D) are true, correct and complete in all material respects, and (ivE) were prepared in accordance with GAAPGAAP (as modified by the Accounting Principles), except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods indicated and consistent with each othercovered thereby. The date of the Company Balance Sheet is referred to in this Agreement as the “Company Balance Sheet Date”. (b) Neither the The Company nor any Subsidiary has any no Liabilities of any nature that would be required to be disclosed in a balance sheet prepared in accordance with GAAP 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”)Sheet Date, (ii) those incurred in the conduct Ordinary Course of Business after the Company’s business since June 30, 2018 (the “Company Balance Sheet Date”) in the ordinary course consistent with past practice Date that are of the type that ordinarily recur and do not result from any material breach of Contract, warranty, infringement, tort or violation of applicable Law, (iii) those incurred by the Company or its Subsidiaries in connection with the execution of this Agreement, and (iv) those arising executory obligations under Material Contracts (other than or under Contracts entered into in the payment Ordinary Course of liquidated damages or arising as a result of a default or breach thereof) in accordance with their terms and Business which are readily apparent from the actual text not required to be disclosed on Schedule 3.10 of the Material ContractsDisclosure Schedules (none of which is an obligation or liability for any breach of any such Contract), (v) Liabilities to be included in the calculation of Indebtedness, Third-Party Expenses, or the Closing Cash Consideration, and (vi) those Liabilities set forth on Schedule 3.6(b)(A) of the Disclosure Schedules. Except for Liabilities reflected in the Financial Statements (excluding the Closing Financial Statements), neither the Company nor any Subsidiary has any no off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. The Company or any Subsidiary. Neither is not, and in the Company nor any Subsidiary past five years has ever guaranteed not been, a guarantor of any debt or other obligation of any other Person. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP as GAAP, consistently applied by the Company for pre-Closing periods and are adequateperiods, subject to any exceptions set forth in the Accounting Principles. For clarity, the mere existence of a claim, complaint The Company does not have any deferred repair or notice from a third party involving the Company and/or the Subsidiaries arising after the Agreement Date shall not in itself constitute a breach of this Section 3.6(b) on the theory that such claim maintenance costs or the matters underlying such claim (absent an underlying breach of another applicable representation, warranty or covenant) constitute a unknown, contingent, unmatured or other debt, liability or obligation of the Company and/or the Subsidiariescapital expenditures. (c) Schedule 3.6(c) of the Company Disclosure Letter Schedules sets forth a true, correct and complete list of all Company Indebtedness, including, Indebtedness for each item borrowed money of Company Indebtedness, the agreement governing the Company Indebtedness, any assets securing such Company Indebtedness and any prepayment or other penalties payable as of the Agreement Date that will be paid in connection with the repayment of such Company Indebtedness at Closing in accordance with the Closingapplicable Payoff Letter. (d) Schedule 3.6(d) of the Company Disclosure Letter Schedules sets forth the names and locations of all banks and other financial institutions at which the Company or its Subsidiaries maintain maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) The Company and each Subsidiary has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances in all material respects (i) that transactions, receipts and expenditures of the Company and its Subsidiaries are being executed and made only in accordance with appropriate authorizations of management and the Company Board, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company and (iv) that the assets of the Company and its Subsidiaries have been recorded in conformity with GAAP, subject to any exceptions in the Accounting Principles. None of Neither the Company, any Subsidiary, the Company’s independent auditors nor, Company nor to the Knowledge of the Company, any current or former employee, consultant or director of the Company or any SubsidiaryEmployee, has identified or been made aware of any fraudfraud with respect to the Company, whether or not material, that involves the Company’s or such Subsidiary’s management or other current or former employees, consultants directors Employee of the Company or such Subsidiary who have a role in the preparation of financial statements of the Company or the internal accounting controls utilized by the Company or such SubsidiaryCompany, or any claim or allegation regarding any of the foregoing. None of Neither the Company, any Subsidiary Company nor, to the Knowledge of the Company, any Representative of the Company or any Subsidiary has received or otherwise had or obtained knowledge is aware of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding any significant deficient accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary or its internal accounting controls or any material inaccuracy in the Company’s financial statements. There are No attorney representing the Company has reported to Holdco or the Holdco Board or any committee thereof or to any director or officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or its Representatives. In the last five years here have been no significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data. At the Company Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”)) issued by the Financial Accounting Standards Board in March 1975 that are not adequately provided for in the Company Balance Sheet as required by Statement No. 5. There has been no material change in the Company accounting policies since the Company’s inception, except as described in the Financial Statements. All accounts receivable reflected on the Financial Statements are valid receivables and represent arm’s length transactions in the Ordinary Course of Business. The reserve for doubtful accounts with respect to such accounts receivable has been determined in accordance with GAAP, as modified by the Accounting Principles. There is no contest, claim, defense, or right of setoff with any account debtor of the Company relating to the amount or validity of such accounts receivable. (f) The Inventory of the Company reflected in the Financial Statements consists of items held for resale that are of a quality and quantity usable and saleable (without discount or price reduction) and are of the type, nature, and quantity that the Company has sold or utilized within the one-year period prior to the date of this Agreement. The method of valuing such Inventories, and the reserves with respect thereto, is consistent with the Ordinary Course of Business in accordance with GAAP subject to any exceptions set forth in the Accounting Principles. The values of Inventory known to the Company to be obsolete or be below standard quality have been written down on the Company’s books (except to the extent adequate reserves have been established). All such Inventory is owned by the Company free and clear of any and all Encumbrances except for Permitted Encumbrances. The quantities of each item of Inventory held by the Company as of the Agreement Date are consistent with the Company’s Ordinary Course of Business. (g) Since January 1, 20182024, (i) the Company and each Subsidiary has conducted its business only in the ordinary course of business consistent with past practice, (ii) there has not occurred a Company Material Adverse Effect with respect to the Company or any Subsidiary and (iiiii) none except as set forth in Schedule 3.6(g) of the Company nor any Subsidiary has doneDisclosure Schedules, caused or permitted any actions that would violate Section 5.2. (gA) The accounts receivable as reflected on the Company Balance Sheet arose has conducted its business only in the ordinary course Ordinary Course of business Business and represented bona fide claims against debtors for sales and other charges. Allowances for doubtful accounts have been prepared in accordance with GAAP as consistently applied by (B) the Company for pre-Closing periods and in accordance with the Company’s past practice. The accounts receivable has not taken any of the Company arising after the Company Balance Sheet Date and before the Closing Date arose or shall arise in the ordinary course of business and represented or shall represent bona fide claims against debtors for sales and other charges. None of the accounts receivable of the Company is subject to any claim of offset, recoupment, setoff or counter-claim, and, to the Knowledge of the Company, there are no specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of accounts receivable is contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance on any of such accounts receivable and no agreement for deduction or discount has been made with respect to any of such accounts receivable.following actions: