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

Company Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Parent correct and complete copies of (i) the consolidated unaudited financial statements of the Company and its Subsidiaries as of December 31, 2019 and for the twelve (12) month period then ended (including balance sheets, statements of income and statements of cash flows) and (ii) the consolidated unaudited financial statements of the Company and its Subsidiaries as of December 31, 2020 and for the twelve (12) month period then ended (including balance sheets, statements of income and statements of cash flows) ((i) and (ii) collectively, the “Financials”), which are included as Section 3.6(a) of the Disclosure Schedule. The Financials (A) are derived from and in accordance with the books and records of the Company, (B) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (C) 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 interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or shall be material in amount), and (D) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financials, applied on a consistent basis throughout the periods indicated and consistent with each other.

Company Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Parent correct and complete copies Copies of (i) the audited consolidated unaudited financial statements balance sheet of the Company and its Subsidiaries as of December 31, 2019 2005 and December 31, 2004 and the related audited consolidated statements of income, shareholders’ equity and cash flows of the Company for each of the twelve years ended December 31, 2005, 2004 and 2003, together with all related notes and schedules thereto (12collectively referred to as the “Company Financial Statements“), are attached hereto as Schedule 4.6(a)(i) month period then ended of the Disclosure Schedules, and the unaudited consolidated balance sheet of the Company as of June 30, 2006 (including balance sheetsthe “Balance Sheet“), and the related consolidated statements of income and statements of cash flows) and (ii) the consolidated unaudited financial statements flows of the Company and its Subsidiaries as of December 31, 2020 and for the twelve period ended June 30, 2006, together with all related notes and schedules thereto (12) month period then ended (including balance sheetscollectively referred to as the “Interim Financial Statements“, statements of income and statements of cash flows) ((i) and (ii) collectivelytogether with the Company Financial Statements, the “FinancialsFinancial Statements”), which are included attached hereto as Section 3.6(aSchedule 4.6(a)(ii) of the Disclosure ScheduleSchedules. The Financials Each of the Financial Statements (Ai) are derived from and in accordance with has been prepared based on the books and records of the Company, (Bii) complied has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as to form with applicable accounting requirements with respect thereto as of their respective dates, may be indicated in the notes thereto) and (Ciii) fairly and accurately present presents, in all material respects respects, the consolidated financial condition of the Company at the dates therein indicated and the consolidated position, results of operations and cash flows of the Company as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein specified (and subject, in the case of unaudited interim period financial statementsthe Interim Financial Statements, to normal and recurring year-end audit adjustmentsadjustments and the absence of notes that will not, none of which individually or in the aggregate are or shall aggregate, be material in amount), and (D) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financials, applied on a consistent basis throughout the periods indicated and consistent with each otherany adverse way.

Company Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Parent correct and complete copies of (i) the consolidated its unaudited financial statements of for the Company and its Subsidiaries as of fiscal years ended December 31, 2018, December 31, 2019 and for the twelve (12) month period then ended December 31, 2020 (including balance sheets, statements of income and statements of cash flows) and (ii) the consolidated its unaudited financial statements of the Company and its Subsidiaries as of December 31(including, 2020 and for the twelve (12) month period then ended (including in each case, balance sheets, statements of income and statements of cash flows) as at February 28, 2021 and the two (2) months then ended (i) and (ii) collectively, the “Financials”), ) which are included as Section 3.6(a2.7(a) of the Disclosure ScheduleSchedules. The Financials (Ai) are derived from and were prepared in accordance with the books and records of the Company, (Bii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (Ciii) 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 (subjectsubject to the absence of footnotes and, 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 shall be material in amountto the Company), and (Div) were prepared in accordance with GAAP, GAAP ((except for the absence of footnotes in the unaudited Financialsnormal year-end adjustments and lack footnotes), applied on a consistent basis throughout the periods indicated and consistent with each other. Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed.

Company Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Parent Buyer correct and complete copies of (i) the consolidated unaudited audited financial statements of the Company and its Subsidiaries as of for the fiscal years ended December 31, 2019 and for the twelve December 31, 2020 (12) month period then ended (including including, in each case, balance sheets, statements of income and statements of cash flows) and (ii) the unaudited consolidated unaudited financial statements of the Company and its Subsidiaries as of December 31, 2020 2021 and for the twelve (12) month 12)-month period then ended (including balance sheetssheets (the “Interim Balance Sheet”), statements of income and statements of cash flowsflows (the “Unaudited Financial Statements” and such date, the “Interim Balance Sheet Date”) ((i) and (ii) collectively, the “Financials”)), which are included as Section 3.6(a) of the Disclosure Schedule. The Financials (A) are derived from and in accordance with the books and records of the Company, ; (B) have complied as to form with applicable accounting requirements with respect thereto as of their respective dates, ; (C) 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 interim period financial statementsUnaudited Financial Statements, to normal recurring year-end audit adjustments, none adjustments or the absence of which individually or in the aggregate are or shall be material in amountfootnotes), ; and (D) were prepared in accordance with GAAP, except except, in the case of the Unaudited Financial Statements, for the absence of footnotes in the unaudited Financials, applied on a consistent basis throughout the periods indicated and consistent with each otherFinancials or for year‑end adjustments.

Company Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Parent correct and complete copies of (i) the audited consolidated unaudited financial statements (including any related notes thereto) representing the financial condition of the Company and its Subsidiaries as of December 31, 2019 2011, December 31, 2012 and for December 31, 2013 and the twelve (12) month period then ended (including balance sheets, statements of income and statements of cash flows) and (ii) the consolidated unaudited financial statements (including the notes thereto) representing the financial condition of the Company and its Subsidiaries as of December 31, 2020 and for the twelve 2014 (12) month period then ended (including balance sheets, statements of income and statements of cash flows) ((i) and (ii) collectively, the “Company Financials”), which are included as Section 3.6(aincluding any available quarterly financial statements (including any related notes thereto) of the Disclosure Schedule. The Financials (Ai) are derived from and in accordance with the books and records of the Companycomplied, (B) complied or will comply as to form with applicable accounting requirements with respect thereto as of their respective dates, (C) fairly and accurately present in all material respects prior to the consolidated financial condition filing of the Company at Registration Statement, with the dates therein indicated published rules and the consolidated results of operations and cash flows regulations of the Company for the periods therein specified SEC with respect thereto, (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 shall be material in amount), and (Dii) were prepared in accordance with United States generally accepted accounting principles (“GAAP, except for the absence of footnotes in the unaudited Financials, ”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act), (iii) fairly presented the consolidated financial position of Company and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount, and (iv) are consistent with each otherwith, and have been prepared from, the books and records of Company. Company has not effected any securitization transactions or “off-balance sheet arrangements” (as defined in Item 303(c) of SEC Regulation S-K) since December 31, 2011. The balance sheet of Company as of December 31, 2013 is hereinafter referred to as the “Company Balance Sheet.” Notwithstanding the foregoing, consolidated unaudited financial statements are subject to normal recurring year-end adjustments (the effect of which will not, individual or in the aggregate, be material) and the absence of footnotes.

Company Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Parent correct and complete copies Copies of (i) the audited consolidated unaudited financial statements balance sheet of the Company and its Subsidiaries as of December 31, 2019 2005 and December 31, 2004 and the related audited consolidated statements of income, shareholders' equity and cash flows of the Company for each of the twelve years ended December 31, 2005, 2004 and 2003, together with all related notes and schedules thereto (12collectively referred to as the "Company Financial Statements"), are attached hereto as Schedule 4.6(a)(i) month period then ended of the Disclosure Schedules, and the unaudited consolidated balance sheet of the Company as of June 30, 2006 (including balance sheetsthe "Balance Sheet"), and the related consolidated statements of income and statements of cash flows) and (ii) the consolidated unaudited financial statements flows of the Company and its Subsidiaries as of December 31, 2020 and for the twelve period ended June 30, 2006, together with all related notes and schedules thereto (12) month period then ended (including balance sheetscollectively referred to as the "Interim Financial Statements", statements of income and statements of cash flows) ((i) and (ii) collectivelytogether with the Company Financial Statements, the “Financials”"Financial Statements"), which are included attached hereto as Section 3.6(aSchedule 4.6(a)(ii) of the Disclosure ScheduleSchedules. The Financials Each of the Financial Statements (Ai) are derived from and in accordance with has been prepared based on the books and records of the Company, (Bii) complied has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as to form with applicable accounting requirements with respect thereto as of their respective dates, may be indicated in the notes thereto) and (Ciii) fairly and accurately present presents, in all material respects respects, the consolidated financial condition of the Company at the dates therein indicated and the consolidated position, results of operations and cash flows of the Company as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein specified (and subject, in the case of unaudited interim period financial statementsthe Interim Financial Statements, to normal and recurring year-end audit adjustmentsadjustments and the absence of notes that will not, none of which individually or in the aggregate are or shall aggregate, be material in amount), and (D) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financials, applied on a consistent basis throughout the periods indicated and consistent with each otherany adverse way.

Company Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Parent correct and complete copies of (i) the audited consolidated unaudited financial statements (including any related notes thereto) representing the financial condition of the Company and its Subsidiaries as of December 31, 2019 and for the twelve 2018 (12) month period then ended (including balance sheets, statements of income and statements of cash flows) and (ii) the consolidated unaudited financial statements of the Company and its Subsidiaries as of December 31, 2020 and for the twelve (12) month period then ended (including balance sheets, statements of income and statements of cash flows) ((i) and (ii) collectively, the “Company Financials”), which are included as Section 3.6(a) of the Disclosure Schedule. The Financials including any available quarterly financial statements (A) are derived from and in accordance with the books and records of the Companyincluding any related notes thereto), (B) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (C) 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 interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or shall be material in amount), and (Di) were prepared in accordance with United States generally accepted accounting principles (“GAAP, except for the absence of footnotes in the unaudited Financials, ”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), (ii) fairly presented the consolidated financial position of Company and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount, and (iii) are consistent with each otherwith, and have been prepared from, the books and records of Company. The balance sheet of Company as of December 31, 2019, is hereinafter referred to as the “Company Balance Sheet.” Notwithstanding the foregoing, unaudited financial statements are subject to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of footnotes.

Company Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Parent correct and complete copies of (i) the consolidated unaudited financial statements of the Company and its Subsidiaries as of for the fiscal years ended December 31, 2019 2021 and for the twelve December 31, 2020 (12) month period then ended (including including, in each case, balance sheets, statements of income and statements of cash flows) and (ii) the unaudited consolidated unaudited financial statements of the Company and its Subsidiaries as of December 31September 30, 2020 2022 and for the twelve nine (12) month 9)-month period then ended (including balance sheets, statements of income and statements of cash flows) ((i) and (ii) collectively, the “Financials”), which are included as Section 3.6(a) of the Disclosure Schedule. The Financials (A) are derived from and in accordance with the books and records of the Company, ; (B) have complied as to form with applicable accounting requirements with respect thereto as of their respective dates, ; (C) 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 interim period financial statements, to normal recurring year-end audit adjustmentsadjustments and the absence of footnotes, none of which individually or in the aggregate are or shall be material in amountreasonably be expected to have a Material Adverse Effect on the Company), ; and (D) were prepared in accordance with GAAP, except for the absence of normal recurring year-end adjustments and footnotes in the unaudited Financials, applied on a consistent basis throughout the periods indicated and consistent with each other.

Company Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Parent correct and complete copies of (i) the its audited consolidated unaudited financial statements of the Company and its Subsidiaries as of December 31, 2019 and for the twelve (12) month period then fiscal years ended (including balance sheets, statements of income and statements of cash flows) and (ii) the consolidated unaudited financial statements of the Company and its Subsidiaries as of December January 31, 2020 and for the twelve January 31, 2019 (12) month period then ended (including including, in each case, balance sheets, statements of income and statements of cash flows) ((ithe “Audited Financials”) and its unaudited consolidated financial statements (iiincluding, in each case, balance sheets, statements of income and statements of cash flows) collectivelyas of July 31, 2020 and the six (6) months then ended (the “Quarterly Financials”) and as of August 31, 2020 and the seven (7) months then ended (the “Balance Sheet Date”) (and such financials, the “Interim Financials”, collectively with the Audited Financials and the Interim Financials, the “Financials”), which are included as Section 3.6(a3.7(a) of the Disclosure Schedule. The Financials (Ai) are derived from and in accordance with the books and records of the CompanyCompany and its Subsidiaries, (B) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (Cii) fairly and accurately present in all material respects the consolidated financial condition of the Company and its Subsidiaries at the dates therein indicated and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods therein specified (subject, (A) in the case of unaudited interim period financial statements, the Quarterly Financials and Interim Financials to normal recurring year-end audit adjustments and (B) in the case of the Interim Financials, quarter-end adjustments, in each case, none of which individually or in the aggregate are or shall be material in amountto the Company), and (Diii) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financials, applied on a consistent basis throughout the periods indicated and consistent with each other.

Company Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Parent Buyer correct and complete copies of (i) the consolidated unaudited audited financial statements of the Company and its Subsidiaries as of for the years ended December 31, 2019 and for the twelve December 31, 2020 (12) month period then ended (including including, in each case, balance sheets, statements of income and statements of cash flows) and (ii) the consolidated unaudited financial statements of the Company and its Subsidiaries as of December 31, 2020 and for the twelve six (126) month period then months ended June 30, 2021 (including balance sheets, statements of income and statements of cash flows) ((i) and (ii) collectively, the “Financials”), which are included as Section 3.6(a) of the Company Disclosure Schedule. The Except as set forth on Section 3.6(a) of the Company Disclosure Schedule, the Financials (A) are derived from and in accordance with the books and records of the Company, (B) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (C) fairly and accurately present in all material respects the consolidated financial condition of the Company and its Subsidiaries (taken as a whole) at the dates therein indicated and the consolidated results of operations and cash flows of the Company and its Subsidiaries (taken as a whole) 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 shall be material in amount), and (DC) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financials, applied on a consistent basis throughout the periods indicated and consistent with each otherindicated.

Company Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Parent correct and complete copies of (i) the its audited consolidated unaudited financial statements of the Company and its Subsidiaries as of December 31, 2019 and for the twelve (12) month period then fiscal years ended (including balance sheets, statements of income and statements of cash flows) and (ii) the consolidated unaudited financial statements of the Company and its Subsidiaries as of December 31, 2020 and for the twelve December 31, 2019 (12) month period then ended (including including, in each case, balance sheets, statements of income and statements of cash flows) ((ithe “Audited Financials”) and its unaudited consolidated financial statements (iiincluding, in each case, balance sheets, statements of income and statements of cash flows) collectivelyas at April 30, 2021 and the four months then ended (such financials, the “Interim Financials”, collectively with the Audited Financials, the “Financials”), which are included as Section 3.6(a3.7(a) of the Disclosure Schedule. The Financials (Ai) are derived from and in accordance with the books and records of the CompanyCompany and its Subsidiaries, (B) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (Cii) fairly and accurately present in all material respects the consolidated financial condition of the Company and its Subsidiaries at the dates therein indicated and the consolidated results of operations and cash flows of the Company and its Subsidiaries 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 shall be material in amountto the Company), and (Diii) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financials, applied on a consistent basis throughout the periods indicated and consistent with each other.

Company Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Parent correct and complete copies of (i) the audited consolidated unaudited financial statements (including any related notes thereto) representing the financial condition of the Company and its Subsidiaries as of December 31, 2019 2014 and for December 31, 2015 and the twelve (12) month period then ended (including balance sheets, statements of income and statements of cash flows) and (ii) the consolidated unaudited financial statements (including the notes thereto) representing the financial condition of the Company and its Subsidiaries as of December 31September 30, 2020 and for the twelve 2016 (12) month period then ended (including balance sheets, statements of income and statements of cash flows) ((i) and (ii) collectively, the “Company Financials”), which are included as Section 3.6(a) of the Disclosure Schedule. The Financials including any available quarterly financial statements (A) are derived from and in accordance with the books and records of the Companyincluding any related notes thereto), (B) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (C) 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 interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or shall be material in amount), and (Di) were prepared in accordance with United States generally accepted accounting principles (“GAAP, except for the absence of footnotes in the unaudited Financials, ”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), (ii) fairly presented the consolidated financial position of Company and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount, and (iii) are consistent with each otherwith, and have been prepared from, the books and records of Company. Company has not effected any securitization transactions or “off-balance sheet arrangements” (as defined in Item 303(c) of SEC Regulation S-K) since December 31, 2014. The balance sheet of Company as of September 30, 2016 is hereinafter referred to as the “Company Balance Sheet.” Notwithstanding the foregoing, unaudited financial statements are subject to normal recurring year-end adjustments (the effect of which will not, individual or in the aggregate, be material) and the absence of footnotes.

Company Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Parent correct and complete copies of (i) the audited consolidated unaudited financial statements (including any related notes thereto) representing the financial condition of the Company and its Subsidiaries as of December 31, 2019 2021 and for December 31, 2022 and the twelve (12) month period then ended (including balance sheets, statements of income and statements of cash flows) and (ii) the consolidated unaudited financial statements (including the notes thereto) representing the financial condition of the Company and its Subsidiaries as of December 31September 30, 2020 and for the twelve 2023 (12) month period then ended (including balance sheets, statements of income and statements of cash flows) ((i) and (ii) collectively, the “Company Financials”), which are included as Section 3.6(a) of the Disclosure Schedule. The Financials (A) are derived from and in accordance with the books and records of the Company, (B) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (C) 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 interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or shall be material in amount), and (Di) were prepared in accordance with United States generally accepted accounting principles (“GAAP, except for the absence of footnotes in the unaudited Financials, ”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), (ii) fairly presented the consolidated financial position of Company and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount, and (iii) are consistent with each otherwith, and have been prepared from, the books and records of Company. The balance sheet of Company as of September 30, 2023 is hereinafter referred to as the “Company Balance Sheet.” Notwithstanding the foregoing, unaudited financial statements are subject to normal recurring year-end adjustments (the effect of which will not, individual or in the aggregate, be material) and the absence of footnotes.