Common use of Company Financial Statements Clause in Contracts

Company Financial Statements. (a) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports, each as amended prior to the date of this Agreement, was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (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) and each fairly presented, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring adjustments). (b) The Company has designed (and maintains) internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of its consolidated financial statements for external purposes in accordance with GAAP, in compliance with the requirements of Rule 13a-15 and Rule 15d-15 under the Exchange Act. As of the date hereof, to the Knowledge of the Company, the Company has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. To the Knowledge of the Company, there is no reason to believe that its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act when next due. (c) Since March 31, 2008, the Company’s Chief Executive officer and Chief Financial Officer have disclosed to the Company’s auditors and the audit committee of the Company’s board of directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information of the Company on a consolidated basis and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) Neither the Company nor any director or executive officer of the Company or any of its Subsidiaries has, and to the Knowledge of the Company, no other officer, employee or accountant of the Company or Subsidiary has, received any material complaint, allegation, assertion or claim, in writing (or to the Knowledge of the Company, orally) that the Company or any of its Subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar material violation by the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents to the board of directors or any committee thereof or to any director or officer of the Company or any of its Subsidiaries. (e) No Company Entity is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among a Company Entity, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving any Company Entity in the Company’s consolidated financial statements. (f) Xxxxxx & Company, Inc. has expressed its opinion with respect to the financial statements (including any related notes) contained in the Company SEC Reports for periods ending on or before the fiscal year ended March 31, 2010 and has been throughout the periods covered by the applicable financial statements: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) ”independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. (g) There are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports. The Company has never been notified by its auditors that the financial statements contained in the Company’s SEC Reports cannot be relied upon or should be restated.

Company Financial Statements. (a) Each of the The consolidated financial statements (including, in each case, any notes thereto) contained in of the Company and its Subsidiaries filed with the Company SEC ReportsReports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, each as amended prior to the date of this Agreement, was have been prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods indicated and at the dates involved (except as may be indicated in the notes thereto or, with respect to any unaudited interim financial statements, as permitted by the SEC’s rules and forms), and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10to normal year-Q under the Exchange Act) and each fairly presented, in all material respectsend adjustments, the consolidated financial positioneffect of which, results of operations individually and cash flows of in the Company and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (except that the unaudited interim financial statements may aggregate is not contain footnotes and were or are subject to normal and recurring adjustmentsmaterial). (b) The Company has designed established and maintains disclosure controls and procedures (as such terms are defined in Rule 13a-15 under the Exchange Act), which are effective in ensuring that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and maintainsreported, within the time periods specified in the SEC’s rules and forms. (c) The Company has established and maintains a system of internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) 13a-15 under the Exchange Act) sufficient to provide ), which are effective in providing reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of its consolidated financial statements for external purposes in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in compliance with reasonable detail accurately and fairly reflect the requirements of Rule 13a-15 transactions and Rule 15d-15 under the Exchange Act. As dispositions of the date hereofassets of the Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made in accordance with appropriate authorizations of management and the Company Board in all material respects and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries. (d) Since October 1, 2013, neither the Company nor, to the Knowledge of the Company, the Company’s independent auditors has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and its Subsidiaries, in each case which has not identified been subsequently remediated, or (B) any material weaknesses fraud that involves the Company’s management or other employees who have a role in the design preparation of financial statements or operation of the internal accounting controls utilized by the Company and its internal controls over financial reportingSubsidiaries. To the Knowledge of the Company, there is no reason to believe that its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act when next due. (c) Since March 31, 2008, the Company’s Chief Executive officer and Chief Financial Officer have disclosed to the Company’s auditors and the audit committee of the Company’s board of directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information of the Company on a consolidated basis and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) Neither the Company nor any director or executive officer of the Company or any of its Subsidiaries has, and to the Knowledge of the Company, no other officer, employee or accountant of the Company or Subsidiary has, received any material complaint, allegation, assertion or claim, in writing (or to the Knowledge of the Company, orally) that the Company or any of its Subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported any evidence of a any material violation of securities laws, breach of fiduciary duty or similar material violation by the Company, Company or any of its Subsidiaries Subsidiary or any of their respective officers, officers or directors, employees or agents in each case, in such capacities, to the board of directors Company Board or any committee thereof or to any director or officer of the Company or any of its Subsidiaries. (e) No Neither the Company Entity nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among a the Company Entityor any of its Subsidiaries, on the one hand, and any unconsolidated Affiliateaffiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item Section 303(a)(4) of Regulation S-K under the Securities Act)) where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving involving, or material liabilities of, the Company or any Company Entity of its Subsidiaries in the Company’s consolidated financial statements. (f) Xxxxxx & Company, Inc. has expressed its opinion with respect to the financial statements (including any related notes) contained in the Company SEC Reports for periods ending on or before the fiscal year ended March 31, 2010 and has been throughout the periods covered by the applicable financial statements: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) ”independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. (g) There are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports. The Company has never been notified by its auditors that the financial statements contained in the Company’s SEC Reports cannot be relied upon or should be restated.

Company Financial Statements. (a) Each As used herein, the term “Company Financial Statements” means (i) the audited consolidated financial statements of the Group Companies (including any related notes thereto), consisting of the consolidated balance sheets as of June 30, 2022 and June 30, 2021 and the consolidated statements of comprehensive income, statement of changes in shareholder equity and cash flow statements for each of the years then ended, each audited in accordance with PCAOB auditing standards by a PCAOB qualified auditor (the “Audited Financials”) and (ii) once available and delivered by the Company, any additional reviewed and unaudited consolidated financial statements of the Group Companies (includingthe “Additional Unaudited Financials”). The Company Financial Statements, when delivered by the Company: (i) will have been prepared from, and will be in each caseaccordance in all material respects with, any notes theretothe books and records of the Group Companies as of the times and for the periods referred to therein, (ii) contained will have been prepared in accordance with IFRS, consistently applied throughout and among the periods involved, (iii) when included in the Company Registration Statement for filing with the SEC Reports, each as amended prior to following the date of this Agreement, was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (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) and each fairly presented, will comply in all material respectsrespects with all applicable accounting requirements under the Securities Act and the rules and regulations of the SEC, in each case, as in effect as of the respective dates thereof, and (iv) will fairly present in all material respects the consolidated financial position, position of the Group Companies as of the respective balance sheet dates and the consolidated results of the operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof and Group Companies for the respective periods indicated therein, except as otherwise noted therein (except that the unaudited interim financial statements may not contain footnotes and were or are in accordance with IFRS. No Group Company has ever been subject to normal and recurring adjustments). (b) The Company has designed (and maintains) internal controls over financial the reporting (as such term is defined in Rule 13a-15(frequirements of Sections 13(a) and Rule 15d-15(f15(d) under of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of its consolidated financial statements for external purposes in accordance with GAAP, in compliance with the requirements of Rule 13a-15 and Rule 15d-15 under the Exchange Act. As of the date hereof, to the Knowledge of the Company, the Company has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. To the Knowledge of the Company, there is no reason to believe that its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act when next due. (c) Since March 31, 2008, the Company’s Chief Executive officer and Chief Financial Officer have disclosed to the Company’s auditors and the audit committee of the Company’s board of directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information of the Company on a consolidated basis and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) Neither the Company nor any director or executive officer of the Company or any of its Subsidiaries has, and to the Knowledge of the Company, no other officer, employee or accountant of the Company or Subsidiary has, received any material complaint, allegation, assertion or claim, in writing (or to the Knowledge of the Company, orally) that the Company or any of its Subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar material violation by the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents to the board of directors or any committee thereof or to any director or officer of the Company or any of its Subsidiaries. (e) No Company Entity is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among a Company Entity, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving any Company Entity in the Company’s consolidated financial statements. (f) Xxxxxx & Company, Inc. has expressed its opinion with respect to the financial statements (including any related notes) contained in the Company SEC Reports for periods ending on or before the fiscal year ended March 31, 2010 and has been throughout the periods covered by the applicable financial statements: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) ”independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. (g) There are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports. The Company has never been notified by its auditors that the financial statements contained in the Company’s SEC Reports cannot be relied upon or should be restated.

Company Financial Statements. (a) Each Section 2.7 of the Schedule of Exceptions sets forth (1) the Company’s consolidated audited balance sheet as of December 31 for each of 2010, 2011 and 2012, and the related audited statements of income, cash flows and stockholders’ equity for the twelve month period then ended and (2) the Company’s consolidated reviewed balance sheet as of December 31, 2013 and the related reviewed statements of income, cash flows and stockholders’ equity for the twelve months then ended (all of the foregoing financial statements (including, in each case, any notes thereto) contained in of the Company SEC Reports, each and the notes thereto are hereinafter collectively referred to as amended prior to the date of this Agreement, was “Financial Statements”). The Financial Statements are correct in all material respects and have been prepared in accordance with GAAP consistently applied on a basis consistent basis throughout the periods indicated (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) and consistent with each fairly presentedother. The Financial Statements present fairly, in all material respects, the Company’s (including any consolidated Subsidiaries) financial position, condition and operating results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof and for during the respective periods indicated therein. The Company maintains a standard system of accounting established and administered in accordance with GAAP. The Company’s reviewed balance sheet as of December 31, except 2013 is referred to hereinafter as otherwise noted therein (except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring adjustments)“Current Balance Sheet.” (b) The Company has designed (maintains a system of internal accounting controls and maintains) internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) procedures that are sufficient to provide reasonable assurance regarding the reliability of the Companythat (i) transactions are executed with management’s financial reporting and the authorization, (ii) transactions are recorded as necessary to permit preparation of its consolidated financial statements for external purposes in accordance with GAAPGAAP and to maintain accountability for assets, (iii) access to assets is permitted only in compliance accordance with management’s authorization, and (iv) the requirements recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Neither the Company (including any Company Personnel) nor its independent accountants has identified or been made aware of Rule 13a-15 and Rule 15d-15 under (A) any significant deficiency or material weakness in the Exchange Act. As system of the date hereof, to the Knowledge of internal accounting controls utilized by the Company, the Company has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. To the Knowledge of the Company, there is no reason to believe that its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act when next due. (c) Since March 31, 2008, the Company’s Chief Executive officer and Chief Financial Officer have disclosed to the Company’s auditors and the audit committee of the Company’s board of directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information of the Company on a consolidated basis and (iiB) any fraud, whether or not material, that involves the management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) Neither the Company nor any director or executive officer of the Company or any Company Personnel who have a role in the preparation of its Subsidiaries has, and to financial statements or the Knowledge of the Company, no other officer, employee or accountant of the Company or Subsidiary has, received any material complaint, allegation, assertion or claim, in writing (or to the Knowledge of the Company, orally) that the Company or any of its Subsidiaries has engaged in improper, illegal or fraudulent internal accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed controls utilized by the Company or (C) any claim or allegation regarding any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar material violation by the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents to the board of directors or any committee thereof or to any director or officer of the Company or any of its Subsidiariesforegoing. (ec) No Company Entity is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among a Company Entity, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving any Company Entity in the Company’s consolidated financial statements. (f) Xxxxxx & Company, Inc. has expressed its opinion with respect to the financial statements (including any related notes) contained in the Company SEC Reports for periods ending on or before the fiscal year ended March 31, 2010 and has been throughout the periods covered by the applicable financial statements: (i) a registered public accounting firm (as defined in Section 2(a)(122.7(c) of the Xxxxxxxx-Xxxxx Act); (ii) ”independent” with respect to the Company within the meaning Schedule of Regulation S-X under the Exchange Act; Exceptions sets forth a complete and (iii) to the Knowledge accurate list of all Closing Debt incurred as of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunderdate hereof. (g) There are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports. The Company has never been notified by its auditors that the financial statements contained in the Company’s SEC Reports cannot be relied upon or should be restated.

Company Financial Statements. (a) Each The consolidated, audited financial statements of the Company and the Company Subsidiaries as of and for the years ended December 31, 2016 and December 31, 2017 (the “Financial Statements”) (i) fairly present in all material respects the consolidated financial statements condition of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth and (includingii) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, any notes thereto) contained as indicated in the Company SEC Reports, each as amended prior to the date of this Agreement, was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated such statements or 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) and each fairly presented, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring adjustments)thereto. (b) The Company has and each of the Company Subsidiaries, to the extent applicable, maintain disclosure controls and procedures as required by Rule 13a–15 or 15d–15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that material information required to be disclosed by the Company in the Financial Statements is recorded and reported on a timely basis to the individuals responsible for the preparation of the Financial Statements. (and maintainsc) The Company maintains internal controls control over financial reporting (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) 13a–15 or 15d–15, as applicable, under the Exchange Act) ). Such internal control over financial reporting is sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of its consolidated financial statements for external purposes in accordance with GAAP, in compliance with the requirements of Rule 13a-15 and Rule 15d-15 under the Exchange Act. As of the date hereof, to the Knowledge of the Company, the Company has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. To the Knowledge of the Company, there is no reason to believe that its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act when next due. (cd) Since March 31, 2008, the The Company’s Chief Executive principal executive officer and Chief Financial Officer its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company’s board of directors Company Board (i) all any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information (as defined in Rule 13a–15(f) of the Exchange Act) that were Known to the Company on a consolidated basis and (ii) any fraud, whether fraud or not material, allegation of fraud Known to the Company that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (de) Neither the Company nor any director or executive officer of the Company or any of its Subsidiaries has, and to the Knowledge None of the Company, no other officer, employee any Company Subsidiary or accountant any of the Company their directors or Subsidiary has, officers has received any material complaint, allegation, assertion or claim, in writing (whether written or to oral, regarding the Knowledge accounting or auditing practices, procedures, methodologies or methods of the Company, orally) any Company Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries Company Subsidiary has engaged in improper, illegal or fraudulent questionable accounting or auditing practices, other than billing inquiries or complaints made in the ordinary course of business, and (ii) no attorney representing the Company or any of its SubsidiariesCompany Subsidiary, whether or not employed by the Company or any of its SubsidiariesCompany Subsidiary, has reported to the Company Board, any committee thereof or to any officer of the Company evidence of a material violation of securities lawsLaws, a breach of fiduciary duty or a similar material violation by the Company, any of its Subsidiaries Company Subsidiary or any of their respective officers, directors, employees or agents to the board of directors or any committee thereof or to any director or officer of the Company or any of its Subsidiariesemployees. (e) No Company Entity is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among a Company Entity, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving any Company Entity in the Company’s consolidated financial statements. (f) Xxxxxx & Company, Inc. has expressed its opinion with respect to the financial statements (including any related notes) contained in the Company SEC Reports for periods ending on or before the fiscal year ended March 31, 2010 and has been throughout the periods covered by the applicable financial statements: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) ”independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. (g) There are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports. The Company has never been notified by its auditors that the financial statements contained in the Company’s SEC Reports cannot be relied upon or should be restated.

Company Financial Statements. (a) Each of the The consolidated financial statements (including, in each case, any notes thereto) contained in of the Acquired Corporations filed with the Company SEC Reports, each as amended prior to the date of this Agreement, was Reports have been prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods indicated and at the dates involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, or as may be otherwise permitted by the SEC Form 10-Q with respect to any unaudited quarterly financial statements filed on Form 10-Q under the Exchange Act) Q), and each fairly presented, present in all material respects, respects the consolidated financial position, position of the Acquired Corporations as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended. No financial statements of any Person other than the Acquired Corporations are required by GAAP to be included in the consolidated financial statements of the Company and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring adjustments)Company. (b) The Company has designed (and maintains) maintains a system of internal accounting controls over financial reporting (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the reliability recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal controls over financial reporting and the preparation of its consolidated financial statements for external purposes in accordance with GAAP, in compliance with the requirements of Rule 13a-15 and Rule 15d-15 under the Exchange Act. As of the date hereof, to the Knowledge of the Company, the Company has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. To the Knowledge of the Company, there is no reason to believe that its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act when next duefor the fiscal year ended December 31, 2009, and such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, 2009. (c) Since March December 31, 2008, to the Company’s Chief Executive Knowledge, the Company’s principal executive officer and Chief Financial Officer its principal financial officer (each as defined in the Xxxxxxxx-Xxxxx Act) have disclosed to the Company’s auditors and the audit committee of the Company’s board of directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information of the Company Acquired Corporations on a consolidated basis and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Acquired Corporations’ internal controls over financial reportingcontrols. Since December 31, 2008, no Acquired Corporation has made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Acquired Corporations. (d) Neither Since December 31, 2007 through the Company date of this Agreement, (i) neither any Acquired Corporation, nor any director or executive officer of the Company or any of its Subsidiaries Acquired Corporation has, and to the Knowledge of the Company, no other officer, employee or accountant of the Company or Subsidiary any Acquired Corporation has, received any material complaint, allegation, assertion or claim, in writing (or to the Knowledge of the Company, orally) that the Company or any of its Subsidiaries has Acquired Corporations have engaged in improper, illegal or fraudulent accounting or auditing practices, and (ii) no attorney representing the Company or any of its SubsidiariesAcquired Corporation, whether or not employed by the Company or any of its Subsidiariesan Acquired Corporation, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar material violation by the Company, Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the board of directors of any Acquired Corporation or any committee thereof or to any director or officer of the Company or any of its SubsidiariesAcquired Corporation. (e) No Company Entity Acquired Corporation is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among a Company Entityan Acquired Corporation, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving any Company Entity Acquired Corporation in the Company’s consolidated financial statements. Part 2.9(e) of the Disclosure Schedule lists, and the Company has made available to Parent complete and accurate copies of, the documentation creating or governing (since December 31, 2007 or that are in effect as of the date of this Agreement) all such “off-balance sheet arrangements” effected by any Acquired Corporation. (f) Xxxxxx & Company, Inc. Xxxxx Xxxxxxxx LLP has expressed its opinion with respect to the financial statements (including any related notes) contained in the Company SEC Reports for periods ending on or before the fiscal year ended March December 31, 2010 2009 and has been throughout the periods covered by the applicable financial statements: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) ”“independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. (g) There As of the date of this Agreement, there are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports. The Company has never been notified by its auditors that the financial statements contained in the Company’s SEC Reports cannot be relied upon or should be restated.

Company Financial Statements. (a) Each of the (i) The consolidated financial statements (including, in each case, any notes thereto) contained in of the Company and its Subsidiaries filed with the Company SEC ReportsReports (the “Company Financial Statements”) and (ii) (A) the quarterly financial statements of H3C for the quarterly periods ended March 31, each June 30 and September 30, 2006 and March 31, 2007 and the annual financial statements for the period ended December 31, 2006 all as amended prior to set forth in Section 3.9(a)(ii) of the Company Disclosure Letter, (B) the quarterly and annual financial statements of H3C delivered after the date hereof pursuant to Section 6.4(b), and (C) any other financial statements of this AgreementH3C included in the Required Information (the “H3C Financial Statements”) have been or will be, was as the case may be, prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods indicated and at the dates involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, or as may be otherwise permitted by the SEC Form 10-Q with respect to any financial statements filed on Form 10-Q under the Exchange Act) Q), and each fairly presented, present in all material respects, or will present in all material respects, as the case may be, the consolidated financial positionposition of the Company and its Subsidiaries or the consolidated position of H3C and its Subsidiaries, as applicable, as of the dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring adjustments)then ended. (b) The Company has designed and its Subsidiaries maintain disclosure controls and procedures (as such terms are defined in Rule 13a-15 under the Exchange Act) that satisfy the requirements of Rule 13a-15 under the Exchange Act. Such disclosure controls and maintainsprocedures are effective to ensure that all material information concerning the Company (including its Subsidiaries) is made known on a timely basis to the individuals responsible for the preparation of the Company SEC Reports. (c) The Company maintains a system of internal accounting controls over financial reporting (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of its consolidated financial statements for external purposes that: (i) transactions are executed in accordance with GAAP, management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in compliance conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the requirements of Rule 13a-15 existing assets at reasonable intervals and Rule 15d-15 under appropriate action is taken with respect to any differences. (d) Except as set forth in the Exchange Act. As of Company SEC Reports filed between June 1, 2005 and the date hereof, to the Knowledge of the Companysince June 1, the Company has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. To the Knowledge of the Company, there is no reason to believe that its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act when next due. (c) Since March 31, 2008, 2005 the Company’s Chief Executive principal executive officer and Chief Financial Officer its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company’s board of directors Company Board (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information of the Company and its Subsidiaries on a consolidated basis and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company and the Company’s Subsidiaries’ internal controls over financial reporting. (d) Neither and the Company has provided or made available to Newco copies of any material written materials relating to the foregoing. Since the enactment of the Sxxxxxxx-Xxxxx Act, neither the Company nor any director of its Subsidiaries has made or permitted to remain outstanding any prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or any of its Subsidiaries has, and to the Knowledge of the Company, no other officer, employee or accountant of the Company or Subsidiary has, received any material complaint, allegation, assertion or claim, in writing (or to the Knowledge of the Company, orally) that the Company or any of its Subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar material violation by the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents to the board of directors or any committee thereof or to any director or officer of the Company or any of its Subsidiaries. (e) No Neither the Company Entity nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among a the Company Entityor any of its Subsidiaries, on the one hand, and any unconsolidated Affiliateaffiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item Section 303(a)(4) of Regulation S-K under of the Securities ActSEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any Company Entity of its Subsidiaries in the Company’s consolidated financial statementsCompany Financial Statements. (f) Xxxxxx & Company, Inc. has expressed its opinion with respect to the financial statements (including any related notesSection 3.9(f) contained in of the Company SEC Reports for periods ending on Disclosure Letter sets forth, as of the date hereof, all of the outstanding obligations of the Company or before its Subsidiaries in respect of Indebtedness. As of the fiscal year ended March 31date hereof there is not, 2010 and has been throughout as of the periods covered by Effective Time there will not be, any Indebtedness of the applicable financial statements: Company or its Subsidiaries except (i) a registered public accounting firm (as defined set forth in Section 2(a)(123.9(f) of the Xxxxxxxx-Xxxxx Act); (iiCompany Disclosure Letter and except as may be incurred in accordance with Section 5.1(b)(vi) ”independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunderhereof. (g) There are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports. The Company has never been notified by its auditors that the financial statements contained in the Company’s SEC Reports cannot be relied upon or should be restated.

Company Financial Statements. (a) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports, each as amended prior to the date of this AgreementAgreement (the "Company Financial Statements"), was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (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) and each ). Each of the Company Financial Statements fairly presented, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring audit adjustments). Other than as set forth on Part 3.9(a) of the Disclosure Letter, there are no "off balance sheet arrangements," as defined in Item 303 of Regulation S-K under the Securities Act, to which any Company Entity is a party. (b) The Company has designed (and maintains) Company's system of internal controls control over financial reporting (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act) sufficient to provide is effective in providing reasonable assurance (i) that the Company maintains records that in reasonable detail accurately and fairly reflect its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP; (iii) that transactions are executed only in accordance with authorizations of management and the Company Board; and (iv) regarding prevention or timely detection of the reliability unauthorized acquisition, use or disposition of the Company’s financial reporting 's assets. The Company's disclosure controls and the preparation of its consolidated financial statements for external purposes procedures (as defined in accordance with GAAP, in compliance with the requirements of Rule 13a-15 13a-15(e) and Rule 15d-15 15d-15(e) promulgated under the Exchange Act. As ) are reasonably designed and maintained to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or furnishes pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the date hereofSEC, and that all such information is accumulated and communicated to the Knowledge Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Company, Chief Executive Officer and Chief Financial Officer of the Company required pursuant to the Exchange Act with respect to such reports. The Company has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. To the Knowledge of the Company, there is no reason to believe that its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act when next due. (c) Since March 31July 1, 20082009, the Company’s 's Chief Executive officer Officer and Chief Financial Officer have disclosed to the Company’s 's auditors and the audit committee of the Company’s board of directors Company Board (and the Company has made available to Parent) (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s 's ability to record, process, summarize and report financial information of the Company Entities on a consolidated basis and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s 's internal controls over financial reporting. (d) Neither the No Company Entity nor any director or executive officer of the Company or any of its Subsidiaries thereof has, and to the Knowledge of the Company, no other officer, employee or accountant of the any Company or Subsidiary Entity has, received any material complaint, allegation, assertion or claim, in writing (or to the Knowledge of the Company, orally) that the any Company or any of its Subsidiaries Entity has engaged in improper, illegal or fraudulent accounting or auditing practices. Except as provided in Part 3.9(d) of the Disclosure Letter, and (ii) no attorney representing the any Company or any of its SubsidiariesEntity, whether or not employed by the any Company or any of its SubsidiariesEntity, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar material violation by the Company, any of its Subsidiaries Company Entity or any of their respective officers, directors, employees or agents to the board of directors or any committee thereof or to any director or officer of the any Company or any of its SubsidiariesEntity. (e) No Company Entity is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among a Company Entity, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving any Company Entity in the Company’s 's consolidated financial statements. (f) Xxxxxx & Company, Inc. has expressed its opinion with respect to the financial statements (including any related notes) contained in the Company SEC Reports for periods ending Except as set forth on or before the fiscal year ended March 31, 2010 and has been throughout the periods covered by the applicable financial statements: (i) a registered public accounting firm (as defined in Section 2(a)(12Part 3.9(f) of the Xxxxxxxx-Xxxxx Act); (ii) ”independent” with respect to Disclosure Letter, the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. (g) There are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports. The Company has never been notified by its auditors that the financial statements contained in the Company’s Company SEC Reports cannot be relied upon or should be restated.

Company Financial Statements. (a) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports, each as amended prior to the date of this Agreement, was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (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) and each fairly presented, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring adjustments). (b) The Company has designed (and maintains) internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of its consolidated financial statements for external purposes in accordance with GAAP, in compliance with the requirements of Rule 13a-15 and Rule 15d-15 under the Exchange Act. As of the date hereof, to the Knowledge of the Company, the Company has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. To the Knowledge of the Company, there is no reason to believe that its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications pursuant to the rules and regulations adopted pursuant to Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act when next due. (c) Since March 31, 2008, the Company’s Chief Executive officer and Chief Financial Officer have disclosed to the Company’s auditors and the audit committee of the Company’s board of directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information of the Company on a consolidated basis and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) Neither the Company nor any director or executive officer of the Company or any of its Subsidiaries has, and to the Knowledge of the Company, no other officer, employee or accountant of the Company or Subsidiary has, received any material complaint, allegation, assertion or claim, in writing (or to the Knowledge of the Company, orally) that the Company or any of its Subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar material violation by the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents to the board of directors or any committee thereof or to any director or officer of the Company or any of its Subsidiaries. (e) No Company Entity is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among a Company Entity, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving any Company Entity in the Company’s consolidated financial statements. (f) Xxxxxx Kxxxxx & Company, Inc. has expressed its opinion with respect to the financial statements (including any related notes) contained in the Company SEC Reports for periods ending on or before the fiscal year ended March 31, 2010 and has been throughout the periods covered by the applicable financial statements: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the XxxxxxxxSxxxxxxx-Xxxxx Act); (ii) ”independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. (g) There are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports. The Company has never been notified by its auditors that the financial statements contained in the Company’s SEC Reports cannot be relied upon or should be restated.

Company Financial Statements. (a) Each of the The consolidated financial statements (including, in each case, any notes thereto) contained in of the Company and its Subsidiaries filed with the Company SEC Reports, each as amended prior to the date of this Agreement, was Reports have been prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods indicated and at the dates involved (except as may be indicated in the notes thereto or, with respect to any unaudited interim financial statements, as permitted by the SEC’s rules and forms), and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and each fairly presented, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments). (b) The Company has established and maintains disclosure controls and procedures (as such terms are defined in Rule 13a-15 under the Exchange Act), which are reasonably designed to ensure that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. (c) The Company has established and maintains) maintains a system of internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) 13a-15 under the Exchange Act) sufficient to provide ), which are effective in providing reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of its consolidated financial statements for external purposes in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in compliance with reasonable detail accurately and fairly reflect the requirements of Rule 13a-15 transactions and Rule 15d-15 under the Exchange Act. As dispositions of the date hereofassets of the Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Company Board and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries. (d) Since January 1, 2014, to the Knowledge of the Company, neither the Company has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. To the Knowledge of the Company, there is no reason to believe that its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act when next due. (c) Since March 31, 2008, nor the Company’s Chief Executive officer independent auditors has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and Chief Financial Officer have disclosed to its Subsidiaries, in each case which has not been subsequently remediated, or (B) any fraud that involves the Company’s auditors and the audit committee of the Company’s board of directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information of the Company on a consolidated basis and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s preparation of financial statements or the internal accounting controls over financial reporting. (d) Neither the Company nor any director or executive officer of the Company or any of its Subsidiaries has, and to the Knowledge of the Company, no other officer, employee or accountant of the Company or Subsidiary has, received any material complaint, allegation, assertion or claim, in writing (or to the Knowledge of the Company, orally) that the Company or any of its Subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed utilized by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar material violation by the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents to the board of directors or any committee thereof or to any director or officer of the Company or any of and its Subsidiaries. (e) No Neither the Company Entity nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among a the Company Entityor any of its Subsidiaries, on the one hand, and any unconsolidated Affiliateaffiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item Section 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any Company Entity of its Subsidiaries in the Company’s consolidated financial statements. (f) Xxxxxx & Company, Inc. has expressed its opinion with respect to the financial statements (including any related notes) contained in the Company SEC Reports for periods ending on or before the fiscal year ended March 31, 2010 and has been throughout the periods covered by the applicable financial statements: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) ”independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. (g) There are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports. The Company has never been notified by its auditors that the financial statements contained in the Company’s SEC Reports cannot be relied upon or should be restated.

Company Financial Statements. (a) Each of the The consolidated financial statements (including, in each case, any notes thereto) contained in of the Company and its Subsidiaries filed with the Company SEC Reports, each as amended prior to the date of this Agreement, was Reports have been prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods indicated and at the dates involved (except as may be indicated in the notes thereto oror as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q), and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial quarterly statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and each fairly presented, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments). (b) The Company has designed maintains “disclosure controls and procedures” (as such terms are defined in Rule 13a-15 under the Exchange Act) that satisfy the requirements of Rule 13a-15 under the Exchange Act. Such disclosure controls and maintainsprocedures are effective to ensure that all material information concerning the Company (including its Subsidiaries) is made known on a timely basis to the individuals responsible for the preparation of the Company SEC Reports. (c) The Company maintains “internal controls control over financial reporting reporting” (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of its consolidated financial statements for external purposes that: (i) transactions are executed in accordance with GAAP, management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in compliance conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the requirements of Rule 13a-15 existing assets at reasonable intervals and Rule 15d-15 under appropriate action is taken with respect to any differences. (d) Since the Exchange Act. As of the date hereof, to the Knowledge of the Company, the Company has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. To the Knowledge of the Company, there is no reason to believe that its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications pursuant to the rules and regulations adopted pursuant to Section 404 enactment of the Xxxxxxxx-Xxxxx Act when next dueAct, neither the Company nor any of its Subsidiaries has made or permitted to remain outstanding any prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (ce) Since March 31Neither the Company nor any of its Subsidiaries has or is subject to any “off-balance sheet arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act), 2008where the result, purpose or intended effect of such arrangement is to avoid disclosure of any transaction involving, or liabilities of, the Company or any of its Subsidiaries in the Company’s Chief Executive officer and Chief Financial Officer have disclosed or such Subsidiaries’ published financial statements or other Company SEC Report. (f) The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s board of directors Company Board (i) all any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information of the Company on a consolidated basis and (ii) any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) Neither . The Company has not identified any material weaknesses in its internal controls, and the Company is not aware of any facts or circumstances that would prevent its chief executive officer and chief financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. Since January 3, 2009, neither the Company nor any director of its Subsidiaries has received or executive officer been made aware of any material written complaint, allegation, assertion or claim regarding the accounting, auditing or Tax reporting practices, procedures, methodologies or methods of the Company or any of its Subsidiaries hasor their respective internal accounting controls, and to the Knowledge of the Company, no other officer, employee or accountant of the Company or Subsidiary has, received including any material written complaint, allegation, assertion or claim, in writing (or to the Knowledge of the Company, orally) claim that the Company or any of its Subsidiaries has engaged in improperquestionable accounting, illegal auditing or fraudulent accounting or auditing Tax reporting practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar material violation by the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents to the board of directors or any committee thereof or to any director or officer of the Company or any of its Subsidiaries. (e) No Company Entity is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among a Company Entity, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving any Company Entity in the Company’s consolidated financial statements. (f) Xxxxxx & Company, Inc. has expressed its opinion with respect to the financial statements (including any related notes) contained in the Company SEC Reports for periods ending on or before the fiscal year ended March 31, 2010 and has been throughout the periods covered by the applicable financial statements: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) ”independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. (g) There are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports. The Company has never been notified by its auditors that the financial statements contained in the Company’s SEC Reports cannot be relied upon or should be restated.

Company Financial Statements. (a) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports, each as amended prior to the date of this Agreement, was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (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) and each fairly presented, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring adjustments). (b) The Company has designed (and maintains) internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of its consolidated financial statements for external purposes in accordance with GAAP, in compliance with the requirements of Rule 13a-15 and Rule 15d-15 under the Exchange Act. As of the date hereof, to the Knowledge of the Company, the Company has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. To the Knowledge of the Company, there is no reason to believe that its Chief Executive Officer and Chief Principal Financial Officer will not be able to give the certifications pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act when next due. (c) Since March 31, 2008, the Company’s Chief Executive officer and Chief Principal Financial Officer have disclosed to the Company’s auditors and the audit committee of the Company’s board of directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information of the Company on a consolidated basis and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) Neither the Company nor any director or executive officer of the Company or any of its Subsidiaries has, and to the Knowledge of the Company, no other officer, employee or accountant of the Company or Subsidiary has, received any material complaint, allegation, assertion or claim, in writing (or to the Knowledge of the Company, orally) that the Company or any of its Subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar material violation by the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents to the board of directors or any committee thereof or to any director or officer of the Company or any of its Subsidiaries. (e) No Company Entity is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among a Company Entity, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving any Company Entity in the Company’s consolidated financial statements. (f) Xxxxxx & Company, Inc. has expressed its opinion with respect to the financial statements (including any related notes) contained in the Company SEC Reports for periods ending on or before the fiscal year ended March 31, 2010 and has been throughout the periods covered by the applicable financial statements: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) ”“independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. (g) There are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports. The Company has never been notified by its auditors that the financial statements contained in the Company’s SEC Reports cannot be relied upon or should be restated.

Company Financial Statements. (a) Each of the The consolidated financial statements (including, in each case, any notes thereto) contained in of the Company and its Subsidiaries filed with the Company SEC Reports, each Reports complied as amended prior to form with applicable accounting requirements and published rules and regulations of the date of this Agreement, was SEC and have been prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods indicated and at the dates involved (except as may be indicated in the notes thereto oror as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q), and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial quarterly statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and each fairly presented, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments). (b) The Company has designed (maintains “disclosure controls and maintains) internal controls over financial reporting procedures” (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that satisfy the requirements of Rule 13a-15(f13a-15 under the Exchange Act. Such disclosure controls and procedures are effective and reasonably designed to ensure that all information required to be disclosed in the Company SEC Reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (c) The Company maintains “internal control over financial reporting” (as such term is defined in Rules 13a-15 and Rule 15d-15(f) 15d-15 under the Exchange Act) sufficient to provide reasonable assurance assurance: (i) that transactions are executed in accordance with management’s general or specific authorizations; (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) that access to assets is permitted only in accordance with management’s general or specific authorization; (iv) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) regarding prevention or timely detection of the reliability unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial reporting and statements. The Company has disclosed, based on the preparation most recent evaluation of its consolidated financial statements for external purposes in accordance with GAAP, in compliance with the requirements of Rule 13a-15 and Rule 15d-15 under the Exchange Act. As of internal controls prior to the date hereof, to the Knowledge of the Company, the Company has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. To the Knowledge of the Company, there is no reason to believe that its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act when next due. (c) Since March 31, 2008, the Company’s Chief Executive officer and Chief Financial Officer have disclosed to the Company’s auditors and the audit committee of the Company’s board of directors Company Board (i1) all any significant deficiencies and or material weaknesses in the design or operation of its internal controls control over financial reporting that are would reasonably likely be expected to adversely affect the Company’s ability to record, process, summarize and report financial information of the Company on a consolidated basis and (ii2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting. (d) Neither Since the enactment of the Sxxxxxxx-Xxxxx Act, neither the Company nor any director of its Subsidiaries has made or permitted to remain outstanding any prohibited loans or other extensions of credit to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or any of its Subsidiaries has, and to the Knowledge of the Company, no other officer, employee or accountant of the Company or Subsidiary has, received any material complaint, allegation, assertion or claim, in writing (or to the Knowledge of the Company, orally) that the Company or any of its Subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar material violation by the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents to the board of directors or any committee thereof or to any director or officer of the Company or any of its Subsidiaries. (e) No Neither the Company Entity nor any of its Subsidiaries is a party to, or has any obligation or other commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any securitization transaction, arrangement or relationship between or among a Company Entity, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand “off-balance sheet arrangement” (such as any arrangement described defined in Item 303(a)(4303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act)) or any similar Contract where the result, purpose or intended effect of such arrangement is to avoid disclosure of any material transaction involving involving, or liabilities of, the Company or any Company Entity of its Subsidiaries in the Company’s consolidated or such Subsidiary’s published financial statementsstatements or other Company SEC Report. (f) Xxxxxx & The Company has made available to Parent accurate and complete copies of all material correspondence since January 2, 2012 through the date hereof between the SEC, on the one hand, and the Company, Inc. has expressed its opinion with respect on the other hand, including comment letters from the staff of the SEC relating to the financial statements (including any related notes) contained in the Company SEC Reports for periods ending on or before the fiscal year ended March 31, 2010 containing unresolved comments and has been throughout the periods covered by the applicable financial statements: (i) a registered public accounting firm (as defined in Section 2(a)(12) all written responses of the Xxxxxxxx-Xxxxx Act); (ii) ”independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to thereto. To the Knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A as of the Exchange Act and date hereof, no Company SEC Report is the rules and regulations promulgated subject of ongoing review, comment or investigation by the SEC thereunderSEC. (g) There are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports. The Company has never been notified by its auditors that the financial statements contained in the Company’s SEC Reports cannot be relied upon or should be restated.

Company Financial Statements. (a) Each The Company has delivered to Parent copies of the consolidated following financial statements (includingcollectively, the “Company Financial Statements”), copies of which are annexed hereto as Schedule 4.13, all of which are true, accurate and correct and have been prepared in each case, any notes thereto) contained in good faith from the books and records of the Company SEC Reports, each as amended prior to the date of this Agreement, was prepared in accordance conformity with GAAP applied on a consistent basis throughout the periods indicated (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 Actthereto) and each fairly presented, present in all material respects, respects the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (except that subject, in the case of unaudited interim financial statements, to immaterial normal year-end adjustments): (i) Audited consolidated balance sheets, and related consolidated statements may not contain footnotes of operations, stockholders’ equity and were or are subject to normal cash flows (including the notes thereto) of the Company and recurring adjustments)its Subsidiaries as at December 31, 2006, December 31, 2005 and December 31, 2004 and for the periods then ended; and (ii) Unaudited consolidated balance sheet and related statements of operation of the Company and its Subsidiaries as of March 31, 2007 and for the three month period then ended. (b) The Company has designed (and maintains) maintained a system of “internal controls over financial reporting reporting” (as such term is defined in Rule Rules 13a-15(f) and Rule 15d-15(f) under of the Exchange Act) sufficient to provide reasonable assurance assurances regarding the reliability of the Company’s financial reporting and the preparation of its consolidated financial statements for external purposes in accordance with GAAP, in compliance with the requirements of Rule 13a-15 and Rule 15d-15 under the Exchange Act. As of the date hereof, to the Knowledge of the Company, the Company has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. To the Knowledge of the Company, there is no reason to believe that its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act when next due. (c) Since March 31, 2008, the Company’s Chief Executive officer and Chief Financial Officer have The Company has disclosed to the Company’s auditors and the audit committee of the Company’s board Board of directors Directors (iand made summaries of such disclosures available to Parent) all (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the in any material respect Company’s ability to record, process, summarize and report financial information of the Company on a consolidated basis and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (dc) Neither Except as set forth on or reserved against in the consolidated balance sheet of the Company nor any director or executive officer and its Subsidiaries as of December 31, 2006 included the Company Financial Statements for the year ended December 31, 2006, including the notes thereto, none of the Company or any of its Subsidiaries has, and to the Knowledge of the Company, no other officer, employee or accountant of the Company or Subsidiary has, received any material complaint, allegation, assertion or claim, in writing (or to the Knowledge of the Company, orally) that the Company or any of its consolidated Subsidiaries has engaged in improper, illegal any liabilities or fraudulent accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar material violation by the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents to the board of directors or any committee thereof or to any director or officer of the Company or any of its Subsidiaries. (e) No Company Entity is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among a Company Entity, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure obligations of any material transaction involving any Company Entity nature (whether accrued, absolute, contingent or otherwise or in the Company’s excess of amounts specifically reserved against in such consolidated financial statements. (f) Xxxxxx & Companybalance sheet), Inc. has expressed its opinion with respect to the financial statements (including any related notes) contained in the Company SEC Reports except for periods ending on liabilities or before the fiscal year ended March 31, 2010 and has been throughout the periods covered by the applicable financial statements: obligations (i) a registered public accounting firm (as defined incurred since December 31, 2006 in Section 2(a)(12) the ordinary course of the Xxxxxxxx-Xxxxx Act)business generally consistent with past practice; (ii) ”independent” with respect that have not had and would not reasonably be expected to the have a Company within the meaning of Regulation S-X under the Exchange ActMaterial Adverse Effect; and (iii) to be incurred in connection with the Knowledge of transactions contemplated hereby; or (iv) incurred to the Company, in compliance with subsections (g) through (l) of extent permitted pursuant to Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunder6.1(d). (g) There are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports. The Company has never been notified by its auditors that the financial statements contained in the Company’s SEC Reports cannot be relied upon or should be restated.

Company Financial Statements. (a) Each The Company has delivered to Parent copies of the consolidated following financial statements (includingcollectively, the “Company Financial Statements”), copies of which are annexed hereto as Schedule 4.13, all of which are true, accurate and correct and have been prepared in each case, any notes thereto) contained in good faith from the books and records of the Company SEC Reports, each as amended prior to the date of this Agreement, was prepared in accordance conformity with GAAP applied on a consistent basis throughout the periods indicated (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 Actthereto) and each fairly presented, present in all material respects, respects the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (except that subject, in the case of unaudited interim financial statements, to immaterial normal year-end adjustments): (i) Audited consolidated balance sheets, and related consolidated statements may not contain footnotes of operations, stockholders’ equity and were or are subject to normal cash flows (including the notes thereto) of the Company and recurring adjustments)its Subsidiaries as at December 31, 2006, December 31, 2005 and December 31, 2004 and for the periods then ended; and (ii) Unaudited consolidated balance sheet and related statements of operation of the Company and its Subsidiaries as of March 31, 2007 and for the three month period then ended. (b) The Company has designed (and maintains) maintained a system of “internal controls over financial reporting reporting” (as such term is defined in Rule Rules 13a-15(f) and Rule 15d-15(f) under of the Exchange Act) sufficient to provide reasonable assurance assurances regarding the reliability of the Company’s financial reporting and the preparation of its consolidated financial statements for external purposes in accordance with GAAP, in compliance with the requirements of Rule 13a-15 and Rule 15d-15 under the Exchange Act. As of the date hereof, to the Knowledge of the Company, the Company has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. To the Knowledge of the Company, there is no reason to believe that its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act when next due. (c) Since March 31, 2008, the Company’s Chief Executive officer and Chief Financial Officer have The Company has disclosed to the Company’s auditors and the audit committee of the Company’s board Board of directors Directors (iand made summaries of such disclosures available to Parent) all (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the in any material respect Company’s ability to record, process, summarize and report financial information of the Company on a consolidated basis and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (dc) Neither Except as set forth on or reserved against in the consolidated balance sheet of the Company nor any director or executive officer and its Subsidiaries as of December 31, 2006 included the Company Financial Statements for the year ended December 31, 2006, including the notes thereto, none of the Company or any of its Subsidiaries has, and to the Knowledge of the Company, no other officer, employee or accountant of the Company or Subsidiary has, received any material complaint, allegation, assertion or claim, in writing (or to the Knowledge of the Company, orally) that the Company or any of its consolidated Subsidiaries has engaged in improper, illegal any liabilities or fraudulent accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar material violation by the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents to the board of directors or any committee thereof or to any director or officer of the Company or any of its Subsidiaries. (e) No Company Entity is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among a Company Entity, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure obligations of any material transaction involving any Company Entity nature (whether accrued, absolute, contingent or otherwise or in the Company’s excess 23 of amounts specifically reserved against in such consolidated financial statements. (f) Xxxxxx & Companybalance sheet), Inc. has expressed its opinion with respect to the financial statements (including any related notes) contained in the Company SEC Reports except for periods ending on liabilities or before the fiscal year ended March 31, 2010 and has been throughout the periods covered by the applicable financial statements: obligations (i) a registered public accounting firm (as defined incurred since December 31, 2006 in Section 2(a)(12) the ordinary course of the Xxxxxxxx-Xxxxx Act)business generally consistent with past practice; (ii) ”independent” with respect that have not had and would not reasonably be expected to the have a Company within the meaning of Regulation S-X under the Exchange ActMaterial Adverse Effect; and (iii) to be incurred in connection with the Knowledge of transactions contemplated hereby; or (iv) incurred to the Company, in compliance with subsections (g) through (l) of extent permitted pursuant to Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunder6.1(d). (g) There are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports. The Company has never been notified by its auditors that the financial statements contained in the Company’s SEC Reports cannot be relied upon or should be restated.

Company Financial Statements. (a) Each of the The consolidated financial statements (including, in each case, any notes thereto) contained in of the Company and its Subsidiaries filed with the Company SEC ReportsReports have been or will be, each as amended prior to the date of this Agreementcase may be, was prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods indicated and at the dates involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, or as may be otherwise permitted by the SEC Form 10-Q with respect to any financial statements filed on Form 10-Q under the Exchange Act) Q), and each fairly presented, present in all material respects, or will present in all material respects, as the case may be, the consolidated financial position, position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring adjustments)then ended. (b) The Company has designed and its Subsidiaries maintain disclosure controls and procedures (as such terms are defined in Rule 13a-15 under the Exchange Act) that satisfy the requirements of Rule 13a-15 under the Exchange Act. Such disclosure controls and maintainsprocedures are effective to ensure that all material information concerning the Company (including its Subsidiaries) is made known on a timely basis to the individuals responsible for the preparation of the Company SEC Reports. (c) The Company maintains a system of internal accounting controls over financial reporting (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of its consolidated financial statements for external purposes that: (i) transactions are executed in accordance with GAAP, management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in compliance conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the requirements of Rule 13a-15 existing assets at reasonable intervals and Rule 15d-15 under the Exchange Act. As of the date hereof, appropriate action is taken with respect to the Knowledge of the Company, the Company has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. To the Knowledge of the Company, there is no reason to believe that its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act when next duedifferences. (cd) Since March December 31, 2008, the Company’s Chief Executive principal executive officer and Chief Financial Officer its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company’s board of directors Company Board (which disclosures have been made available to Parent) (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information of the Company and its Subsidiaries on a consolidated basis and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Company and its Subsidiaries’ internal controls over financial reporting. (d) Neither controls. Since the enactment of the Sxxxxxxx-Xxxxx Act, neither the Company nor any director of its Subsidiaries has made or permitted to remain outstanding any prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or any of its Subsidiaries has, and to the Knowledge of the Company, no other officer, employee or accountant of the Company or Subsidiary has, received any material complaint, allegation, assertion or claim, in writing (or to the Knowledge of the Company, orally) that the Company or any of its Subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar material violation by the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents to the board of directors or any committee thereof or to any director or officer of the Company or any of its Subsidiaries. (e) No Neither the Company Entity nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among a the Company Entityor any of its Subsidiaries, on the one hand, and any unconsolidated Affiliateaffiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item Section 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any Company Entity of its Subsidiaries in the Company’s consolidated financial statements. (f) Xxxxxx & Company, Inc. has expressed its opinion with respect to the financial statements (including any related notes) contained in the Company SEC Reports for periods ending on or before the fiscal year ended March 31, 2010 and has been throughout the periods covered by the applicable financial statements: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) ”independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. (g) There are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports. The Company has never been notified by its auditors that the financial statements contained in the Company’s SEC Reports cannot be relied upon or should be restated.

Company Financial Statements. (a) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports, each as amended prior to the date of this AgreementAgreement (the "Company Financial Statements"), was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (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) and each ). Each of the Company Financial Statements fairly presented, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring audit adjustments). Other than as set forth on Part 3.9(a) of the Disclosure Letter, there are no "off balance sheet arrangements," as defined in Item 303 of Regulation S-K under the Securities Act, to which any Company Entity is a party. (b) The Company has designed (and maintains) Company's system of internal controls control over financial reporting (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act) sufficient to provide is effective in providing reasonable assurance (i) that the Company maintains records that in reasonable detail accurately and fairly reflect its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP; (iii) that transactions are executed only in accordance with authorizations of management and the Company Board; and (iv) regarding prevention or timely detection of the reliability unauthorized acquisition, use or disposition of the Company’s financial reporting 's assets. The Company's disclosure controls and the preparation of its consolidated financial statements for external purposes procedures (as defined in accordance with GAAP, in compliance with the requirements of Rule 13a-15 13a-15(e) and Rule 15d-15 15d-15(e) promulgated under the Exchange Act. As ) are reasonably designed and maintained to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or furnishes pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the date hereofSEC, and that all such information is accumulated and communicated to the Knowledge Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Company, Chief Executive Officer and Chief Financial Officer of the Company required pursuant to the Exchange Act with respect to such reports. The Company has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. To the Knowledge of the Company, there is no reason to believe that its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications pursuant to the rules and regulations adopted pursuant to Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act when next due. (c) Since March 31July 1, 20082009, the Company’s 's Chief Executive officer Officer and Chief Financial Officer have disclosed to the Company’s 's auditors and the audit committee of the Company’s board of directors Company Board (and the Company has made available to Parent) (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s 's ability to record, process, summarize and report financial information of the Company Entities on a consolidated basis and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s 's internal controls over financial reporting. (d) Neither the No Company Entity nor any director or executive officer of the Company or any of its Subsidiaries thereof has, and to the Knowledge of the Company, no other officer, employee or accountant of the any Company or Subsidiary Entity has, received any material complaint, allegation, assertion or claim, in writing (or to the Knowledge of the Company, orally) that the any Company or any of its Subsidiaries Entity has engaged in improper, illegal or fraudulent accounting or auditing practices. Except as provided in Part 3.9(d) of the Disclosure Letter, and (ii) no attorney representing the any Company or any of its SubsidiariesEntity, whether or not employed by the any Company or any of its SubsidiariesEntity, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar material violation by the Company, any of its Subsidiaries Company Entity or any of their respective officers, directors, employees or agents to the board of directors or any committee thereof or to any director or officer of the any Company or any of its SubsidiariesEntity. (e) No Company Entity is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among a Company Entity, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving any Company Entity in the Company’s 's consolidated financial statements. (f) Xxxxxx & Company, Inc. has expressed its opinion with respect to the financial statements (including any related notes) contained in the Company SEC Reports for periods ending Except as set forth on or before the fiscal year ended March 31, 2010 and has been throughout the periods covered by the applicable financial statements: (i) a registered public accounting firm (as defined in Section 2(a)(12Part 3.9(f) of the Xxxxxxxx-Xxxxx Act); (ii) ”independent” with respect to Disclosure Letter, the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. (g) There are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports. The Company has never been notified by its auditors that the financial statements contained in the Company’s Company SEC Reports cannot be relied upon or should be restated.

Company Financial Statements. (a) Each Except to the extent updated, amended, restated or corrected by a subsequent Company SEC Document, as of their respective dates of filing with the SEC, the consolidated financial statements of the Company (including, in each case, any including the related notes and schedules relating thereto) contained included in the Company SEC ReportsDocuments (i) complied as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, each in the case of unaudited statements, as amended prior to permitted by Form 10-Q of the date of this AgreementSEC), was (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods indicated involved (except (A) as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, or (B) as may be permitted by the SEC on Form 10Regulation S-Q under the Exchange ActX) and each fairly presented(iii) present fairly, in all material respects, the consolidated financial position, results of operations and cash flows position of the Company and its consolidated Subsidiaries as the Company Subsidiaries, and the results of their operations, stockholders’ equity and cash flows, for each of the respective dates thereof and for the respective periods indicated thereinshown, except as otherwise noted therein in conformity with GAAP (except that subject, in the case of unaudited interim financial statements may not contain footnotes and were or are subject statements, to normal and recurring adjustmentsaudit adjustments which, individually or in the aggregate would not be expected to be material). (b) The Company has designed (established and maintains) maintains disclosure controls and procedures and internal controls control over financial reporting (as such term is terms are defined in Rule 13a-15(fparagraphs (e) and (f), respectively, of Rule 15d-15(f) 13a-15 under the Exchange Act) sufficient as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to provide reasonable assurance ensure that all material information required to be disclosed by the Company in the statements and reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the reliability certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting and the preparation of its consolidated financial statements for external purposes in accordance with GAAP, in compliance with the requirements of Rule 13a-15 and Rule 15d-15 under the Exchange Act. As of the date hereof, to the Knowledge of the Company, the Company has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. To the Knowledge of the Company, there is no reason to believe that its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act when next dueand the rules and regulations promulgated thereunder for the years ended December 31, 2013, 2014 and 2015, and such assessment concluded that such controls were effective. Since January 1, 2013, neither the Company nor any Company Subsidiary or any of their respective directors or officers has received from its auditors any written complaint, allegation, assertion or claim that the Company has engaged in improper accounting practices that are material to the consolidated financial statements of the Company and the Company Subsidiaries. (c) Since March 31, 2008, The Company is in compliance in all material respects with the Company’s Chief Executive officer and Chief Financial Officer have disclosed to the Company’s auditors and the audit committee provisions of Section 13(b) of the Company’s board of directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information of the Company on a consolidated basis and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) Exchange Act. Neither the Company nor any director or executive officer of the Company or any of its Subsidiaries Subsidiary has, and to the Knowledge of the Company, no other director, officer, agent, employee or accountant other Person acting on behalf of the Company or any Company Subsidiary has, in any respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any material complaintunlawful contributions, allegationpayments, assertion gifts or claimexpenditures. (d) Since the Balance Sheet Date, in writing (or none of the Company or, to the Knowledge of the Company, orallythe Company’s independent auditors has identified or been made aware of (i) that any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and the Company Subsidiaries, in each case which has not been subsequently remediated, or any of its Subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices, and (ii) no attorney representing any fraud that involves the Company Company’s or any Company Subsidiary’s management or other employees who have a role in the preparation of its Subsidiaries, whether financial statements or not employed the internal accounting controls utilized by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar material violation by the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents to the board of directors or any committee thereof or to any director or officer of and the Company or any of its Subsidiaries. (e) No Company Entity is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among a Company Entity, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Item 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving any Company Entity in the Company’s consolidated financial statements. (f) Xxxxxx & Company, Inc. has expressed its opinion with respect to the financial statements (including any related notes) contained in the Company SEC Reports for periods ending on or before the fiscal year ended March 31, 2010 and has been throughout the periods covered by the applicable financial statements: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act); (ii) ”independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. (g) There are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports. The Company has never been notified by its auditors that the financial statements contained in the Company’s SEC Reports cannot be relied upon or should be restated.