Common use of Company Financials Clause in Contracts

Company Financials. (a) On or prior to September 20, 2019, Parent has provided Buyer with true and correct copies of (i) the unaudited balance sheet, income statement, statement of shareholder’s equity and statement of cash flows for the Company as of and for the years ended December 31, 2018 and December 31, 2017, and (ii) the unaudited balance sheet of the Company as of July 31, 2019 (the “Latest Balance Sheet”) and the related unaudited income statement, statement of shareholder’s equity and statement of cash flows for the seven (7) month period then ended (such financial statements described in clauses (i) and (ii), collectively, with any Interim Period Financial Statements delivered after the date hereof pursuant to Section 8.1(b), the “Company Financials”). The Company Financials, when delivered, were prepared in accordance with the books and records of the Company, are true, correct and complete in all material respects, and present fairly and accurately in all material respects the financial condition and results of operations of the Company as of the respective dates thereof and for the periods specified therein. (b) The Company maintains accurate books and records reflecting its assets and Liabilities and maintains proper and adequate internal accounting controls that provide reasonable assurance that (i) the Company does not maintain any off-the-book accounts and that the Company’s assets are used only in accordance with management directives, (ii) transactions are executed with management’s authorization, (iii) transactions are recorded as necessary to permit preparation of the financial statements of the Company and to maintain accountability for its assets, (iv) access to its assets is permitted only in accordance with management’s authorization, (v) the reporting of its assets is compared with existing assets at regular intervals and verified for actual amounts and (vi) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis. All of the financial books and records of the Company are complete and accurate in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws. The Company has not been subject to or involved in any material fraud that involves management or other employees who have a significant role in the internal controls over financial reporting of the Company. Since January 1, 2017, neither the Company, nor any director, manager, officer, employee, auditor or accountant of the Company has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any material written complaint, allegation, assertion or claim that the Company has engaged in fraudulent or questionable accounting or auditing practices. The Company has not ever been subject to the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act. (c) The Company does not have any Liabilities except (i) Liabilities that are accrued and reflected in the Latest Balance Sheet, (ii) Liabilities that are listed on Schedule 6.7(c), or (iii) Liabilities that have arisen in the Ordinary Course of Business (other than liabilities for breach of any Contract or violation of any Law) since the date of the Latest Balance Sheet.

Company Financials. (a) On or prior Attached to September 20, 2019, Parent has provided Buyer with true and correct copies of (iSection 2.8(a) the unaudited balance sheet, income statement, statement of shareholder’s equity and statement of cash flows for the Company as of and for the years ended December 31, 2018 and December 31, 2017, and (ii) the unaudited balance sheet of the Company as Disclosure Schedule is a true, correct and complete copy of July 31, 2019 (the “Latest Balance Sheet”) and the related unaudited income statement, statement of shareholder’s equity and statement of cash flows for the seven (7) month period then ended (such financial statements described in clauses (i) and (ii), collectively, with any Interim Period Financial Statements delivered after the date hereof pursuant to Section 8.1(b), the “Company Financials”). The Such Company Financials, when delivered, were prepared in accordance with the books and records of the Company, Financials are true, correct and complete in all material respectsrespects and have been prepared in accordance with the Books and Records of the Company and the Company’s accounting principles (subject to normal year-end adjustments and the absence of notes, and which adjustments or notes will not be material in amount or significance). The Company Financials present fairly and accurately in all material respects the financial condition and operating results of operations of the Company and the Company Subsidiaries (including assets, liabilities, profit, loss and cash flows) as of the respective dates thereof and for during the periods specified indicated therein, all in accordance with GAAP. (b) The Company maintains accurate books has at all times (i) made and records reflecting its assets kept true, correct and Liabilities complete Books and maintains proper Records and adequate (ii) maintained, enforced and complied with internal accounting controls that provide have at all times provided reasonable assurance that (i) the Company does not maintain any off-the-book accounts and that the Company’s assets are used only in accordance with management directives, (iiA) transactions are (and have been) executed in accordance with management’s authorization, (iiiB) transactions are (and have been) recorded as necessary to permit preparation of the its financial statements of the Company and to maintain accountability for its assets, (ivC) access to its assets is (and has been) permitted only in accordance with management’s authorization, (vD) the reporting of reported accountability for its assets is (and has been) compared with existing assets at regular intervals reasonable intervals, (E) all material information related to such controls are (and verified for actual amounts has been) reported or otherwise made known to the Company’s chief executive officer and chief financial officer, (viF) accountsall material information concerning the Company is (and has been) recorded, notes and other receivables and inventory are recorded accuratelyprocessed, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current summarized and timely basis. All reported to the appropriate members of the Company’s management, including its chief executive officer and chief financial books officer, (G) all information required to be reported or reflected in the Company’s financial statements is (and records has been) recorded, processed, summarized and timely reported to the appropriate members of the Company’s management, including its chief financial officer and chief accounting officer. There has been (i) no significant change in the Company’s internal controls over financial reporting, (ii) no significant deficiency or material weakness (or claim or allegation thereof) in the design or operation of the Company’s internal controls over financial reporting which would be reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information during any of the periods covered by the Company Financials, (iii) to the knowledge of the Company, no fraud, whether or not material, involving any member of the Company are complete and accurate in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws. The Company has not been subject to Board or involved in any material fraud that involves management or any other employees employee of the Company who have has a significant role in the Company’s internal controls control over financial reporting and (iv) no change in any accounting policies, principles, methods or practices, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise), of the Company. Since January 1, 2017, neither No audit firm has ever declined or indicated its inability to issue an opinion with respect to any financial statements of the Company, nor any director, manager, officer, employee, auditor or accountant of the Company has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any material written complaint, allegation, assertion or claim that the Company has engaged in fraudulent or questionable accounting or auditing practices. The Company has not ever been subject to the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act. (c) The All of the accounts receivable, whether billed or unbilled, of the Company does not have any Liabilities except (i) Liabilities that are accrued and reflected the Company Subsidiaries arose in the Latest Balance Sheetordinary course of business, (ii) Liabilities that are listed carried at values determined in accordance with the Company’s accounting principles, are not subject to any valid set-off or counterclaim, do not represent obligations for goods sold on Schedule 6.7(c)consignment, on approval or (iii) Liabilities that have arisen on a sale-or-return basis or subject to any other repurchase or return arrangement and, to the knowledge of the Company, are collectible except to the extent of reserves therefor set forth in the Ordinary Course of Business Company Financials or, for receivables arising subsequent to the Last Balance Sheet Date, as reflected on the Books and Records (other than liabilities for breach of which receivables are recorded in accordance with the Company’s accounting principles). No Person has any Contract or violation of Lien on any Law) since the date accounts receivable of the Latest Company or any Company Subsidiary and no request or agreement for deduction or discount has been made with respect to any accounts receivable of the Company or any Company Subsidiary. Section 2.8(c) of the Company Disclosure Schedule sets forth the aging of the accounts receivable as of the Last Balance SheetSheet Date.

Company Financials. (a) On or prior to September 20The Company shall, 2019promptly after the date hereof, provide Parent has provided Buyer with true and correct copies of (i) the unaudited balance sheet, income statement, statement of shareholder’s equity and statement of cash flows for the Company as of and for the years ended December 31, 2018 and December 31, 2017, and (ii) the unaudited balance sheet a copy of the Company as of July 31, 2019 (the “Latest Balance Sheet”) and the related unaudited income statement, statement of shareholder’s equity and statement of cash flows for the seven (7) month period then ended (such financial statements described in clauses (i) and (ii), collectively, with any Interim Period Financial Statements delivered after the date hereof pursuant to Section 8.1(b), the “Financials. Such Company Financials”). The Company Financials, when delivered, were prepared in accordance with the books and records of the Company, are Financials shall be true, correct and complete in all material respectsrespects and have been prepared in accordance with the Books and Records of the Company and the Company’s accounting principles (subject to normal year-end adjustments and the absence of notes, and which adjustments or notes will not be material in amount or significance). The Company Financials shall present fairly and accurately accurately, in all material respects respects, the financial condition and operating results of operations of the Company and the Company Subsidiaries (including assets, liabilities, profit, loss and cash flows) as of the respective dates thereof and for during the periods specified indicated therein, all in accordance with GAAP. (b) The Except as set forth in Section 2.8(b) of the Company maintains accurate books Disclosure Schedule, the Company has at all times (i) made and records reflecting its assets kept true, correct and Liabilities complete Books and maintains proper Records in all material respects and adequate (ii) maintained, enforced and complied with internal accounting controls that provide have at all times provided reasonable assurance that (i) the Company does not maintain any off-the-book accounts and that the Company’s assets are used only in accordance with management directives, (iiA) transactions are not (and have not been) executed with in contravention of management’s authorization, (iiiB) material transactions are (and have been) recorded as necessary to permit preparation of the its financial statements of the Company and to maintain accountability for its assets, (ivC) access to its assets is not (and has not been) permitted only in accordance with contravention of management’s authorization, (vD) all material information concerning the reporting Company is (and has been) made known to the appropriate members of its assets is compared with existing assets at regular intervals and verified for actual amounts the Company’s management, and (viE) accountsall information required to be reported or reflected in the Company’s financial statements is (and has been) recorded, notes and other receivables and inventory are recorded accuratelyprocessed, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current summarized and timely basis. All reported to the appropriate members of the Company’s management, in all material respects. There has been (w) no significant change in the Company’s internal controls over financial books reporting since the date hereof, (x) no significant deficiency or material weakness (or claim or allegation thereof) in the design or operation of the Company’s internal controls over financial reporting which would be reasonably likely to adversely affect the Company’s ability to record, process, summarize and records report financial information during any of the periods covered by the Company Financials, (y) to the Knowledge of the Company, no fraud, whether or not material, involving any Company Member or management or any other employee of the Company are complete and accurate in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws. The Company who has not been subject to or involved in any material fraud that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting reporting, and (z) no change in any accounting policies, principles, methods or practices, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise), of the Company since the date hereof. No audit firm has ever declined or indicated its inability to issue an opinion with respect to any financial statements of the Company. Since January 1, 2017, neither the Company, nor any director, manager, officer, employee, auditor or accountant of the Company has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any material written complaint, allegation, assertion or claim that the Company has engaged in fraudulent or questionable accounting or auditing practices. The Company has not ever been subject to the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act. (c) The Except as set forth in Section 2.8(c) of the Company does not have any Liabilities except (i) Liabilities that are accrued Disclosure Schedule, all of the accounts receivable, whether billed or unbilled, of the Company and reflected the Company Subsidiaries arose in the Latest Balance Sheetordinary course of business, (ii) Liabilities that are listed carried at values determined in accordance with the Company’s accounting principles, are not subject to any valid set-off or counterclaim, do not represent obligations for goods sold on Schedule 6.7(c)consignment, on approval or (iii) Liabilities that have arisen on a sale-or-return basis or subject to any other repurchase or return arrangement, and, to the knowledge of the Company, are collectible except to the extent of reserves therefor set forth in the Ordinary Course of Business Company Financials or, for receivables arising subsequent to the Last Balance Sheet Date, as reflected on the Books and Records (other than liabilities for breach of which receivables are recorded in accordance with the Company’s accounting principles). No Person has any Contract or violation of material Lien on any Law) since the date accounts receivable of the Latest Company or any Company Subsidiary and no request or agreement for deduction or discount has been made with respect to any accounts receivable of the Company or any Company Subsidiary. Section 2.8(c) of the Company Disclosure Schedule sets forth the aging of the accounts receivable as of the Last Balance SheetSheet Date.

Company Financials. (a) On or prior to September 20Section 3.7 of the Company Disclosure Letter sets forth true, 2019, Parent has provided Buyer with true correct and correct complete copies of (i) the unaudited consolidated balance sheet, income statement, statement of shareholder’s equity and statement of cash flows for the Company as of and for the years ended December 31, 2018 and December 31, 2017, and (ii) the unaudited balance sheet sheets of the Company as of July December 31, 2019 (the “Latest Balance Sheet”) 2010 and as of June 30, 2011, and the related unaudited income statementconsolidated statements of income, statement of shareholder’s cash flow and stockholders’ equity and statement of cash flows for the seven (7) twelve-month period then periods ended December 31, 2009 and the six months ended June 30, 2011 (such financial statements described in clauses (i) balance sheets and (ii)related statements, together with the Closing Balance Sheet, collectively, with any Interim Period Financial Statements delivered after the date hereof pursuant to Section 8.1(b), the “Company Financials”). The Company FinancialsFinancials (i) have been, and when delivereddelivered the Closing Balance Sheet will be, were prepared from the Books and Records of the Company, (ii) are, and when delivered the Closing Balance Sheet will be, true and correct in all material respects (ii) were, and when delivered the Closing Balance Sheet will be, prepared in accordance with GAAP applied on a consistent basis throughout the books periods involved and records are consistent with each other (except in the case of the Company, are true, correct unaudited interim financial statements do not contain footnotes and complete in all material respectsother presentation items that may be required by GAAP), and present (iii) fairly present, and accurately when delivered the Closing Balance Sheet will fairly present, in all material respects the consolidated financial condition and results of operations of the Company on a consolidated basis as of at the respective dates thereof and the consolidated results of the Company’s operations and cash flows for the periods specified therein. (b) indicated. The Company maintains accurate books and records reflecting its assets and Liabilities and maintains proper and adequate internal accounting controls that provide reasonable assurance that (i) the Company does not maintain intend to correct or restate, nor is there any off-the-book accounts and that the Company’s assets are used only in accordance with management directives, (ii) transactions are executed with management’s authorization, (iii) transactions are recorded as necessary to permit preparation basis for any correction or restatement of any aspect of the financial statements of the Company and to maintain accountability for its assets, (iv) access to its assets is permitted only in accordance with management’s authorization, (v) the reporting of its assets is compared with existing assets at regular intervals and verified for actual amounts and (vi) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basisFinancials. All of the financial books and records of the Company are complete and accurate in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws. The Company has not been subject to or involved in any material fraud that involves management or other employees who have a significant role in the internal controls over financial reporting of the Company. Since January 1, 2017, neither the Company, nor any director, manager, officer, employee, auditor or accountant of the Company has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any material written complaint, allegation, assertion or claim that the Company has engaged in fraudulent or questionable accounting or auditing practices. The Company has not ever been subject to the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act. (c) The Company does not have any Liabilities except (i) Liabilities for those that are accrued and have been reflected in the Latest Current Balance Sheet, (ii) Liabilities that are listed on Schedule 6.7(c), or (iii) Liabilities that have arisen in the Ordinary Course of Business (other than liabilities for breach of any Contract or violation of any Law) since those incurred following the date of the Latest Current Balance SheetSheet in the ordinary course of business consistent with past practice that are not material to the Company individually or in the aggregate. Section 3.7(a) of the Company Disclosure Letter sets forth all Indebtedness of the Company, all of which may be prepaid without penalty or additional expense.

Company Financials. (a) On or prior Attached to September 20, 2019, Parent has provided Buyer with true and correct copies of (iSection 2.8(a) the unaudited balance sheet, income statement, statement of shareholder’s equity and statement of cash flows for the Company as of and for the years ended December 31, 2018 and December 31, 2017, and (ii) the unaudited balance sheet of the Company as Disclosure Schedule is a true, correct and complete copy of July 31, 2019 (the “Latest Balance Sheet”) and the related unaudited income statement, statement of shareholder’s equity and statement of cash flows for the seven (7) month period then ended (such financial statements described in clauses (i) and (ii), collectively, with any Interim Period Financial Statements delivered after the date hereof pursuant to Section 8.1(b), the “Company Financials”). The Such Company Financials, when delivered, were prepared in accordance with the books and records of the Company, Financials are true, correct and complete in all material respectsrespects and have been prepared in accordance with the Books and Records of the Company and the Company’s accounting principles (subject to normal year-end adjustments and the absence of notes, and which adjustments or notes will not be material in amount or significance). The Company Financials present fairly and accurately in all material respects the financial condition and operating results of operations of the Company and the Company Subsidiaries (including assets, liabilities, profit, loss and cash flows) as of the respective dates thereof and for during the periods specified indicated therein, all in accordance with GAAP (except, in the case of unaudited statements, as indicated in the notes thereto). (b) The Company maintains accurate books has since January 1, 2017 (i) made and records reflecting its assets kept true, correct and Liabilities complete Books and maintains proper Records and adequate (ii) maintained, enforced and complied with internal accounting controls that provide have provided reasonable assurance that (i) the Company does not maintain any off-the-book accounts and that the Company’s assets are used only in accordance with management directives, (iiA) transactions are (and have been) executed in accordance with management’s authorization, (iiiB) transactions are (and have been) recorded as necessary to permit preparation of the its financial statements of the Company and to maintain accountability for its assets, (ivC) access to its assets is (and has been) permitted only in accordance with management’s authorization, (vD) the reporting of reported accountability for its assets is (and has been) compared with existing assets at regular intervals reasonable intervals, (E) all material information related to such controls are (and verified for actual amounts has been) reported or otherwise made known to the Company Managing Members, (F) all material information concerning the Company is (and (vihas been) accountsrecorded, notes and other receivables and inventory are recorded accuratelyprocessed, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current summarized and timely basis. All of the financial books and records of reported to the Company are complete and accurate in Managing Members, (G) all material respects and have been maintained information required to be reported or reflected in the ordinary course consistent with past practice Company’s financial statements is (and in accordance with applicable Laws. The has been) recorded, processed, summarized and timely reported to the Company has not been subject to or involved in any material fraud that involves management or other employees who have a significant role in the internal controls over financial reporting of the CompanyManaging Members. Since January 1, 2017, neither there has been (i) no significant change in the Company’s internal controls over financial reporting, nor (ii) no significant deficiency or material weakness (or claim or allegation thereof) in the design or operation of the Company’s internal controls over financial reporting which would be reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information during any directorof the periods covered by the Company Financials, manager(iii) no fraud, officerwhether or not material, employee, auditor involving the Company Managing Members or accountant any other employee of the Company who has received a significant role in the Company’s internal control over financial reporting and (iv) no change in any written complaintaccounting policies, allegationprinciples, assertion methods or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any material written complaintchange with respect to reserves (whether for bad debts, allegationcontingent liabilities or otherwise), assertion or claim that the Company has engaged in fraudulent or questionable accounting or auditing practices. The Company has not ever been subject to the reporting requirements of Sections 13(a) or 15(d) of the Exchange ActCompany. No audit firm has ever declined or indicated its inability to issue an opinion with respect to any financial statements of the Company. (c) The All of the accounts receivable, whether billed or unbilled, of the Company does not have any Liabilities except (i) Liabilities that are accrued and reflected the Company Subsidiaries arose in the Latest Balance Sheetordinary course of business, (ii) Liabilities that are listed carried at values determined in accordance with the Company’s accounting principles, are not subject to any valid set-off or counterclaim, do not represent obligations for goods sold on Schedule 6.7(c)consignment, on approval or (iii) Liabilities that have arisen on a sale-or-return basis or subject to any other repurchase or return arrangement and are collectible except to the extent of reserves therefor set forth in the Ordinary Course of Business Company Financials or, for receivables arising subsequent to the Last Balance Sheet Date, as reflected on the Books and Records (other than liabilities for breach of which receivables are recorded in accordance with the Company’s accounting principles). No Person has any Contract or violation of Lien on any Law) since the date accounts receivable of the Latest Company or any Company Subsidiary and no request or agreement for deduction or discount has been made with respect to any accounts receivable of the Company or any Company Subsidiary. Section 2.8(c) of the Company Disclosure Schedule sets forth the aging of the accounts receivable as of the Last Balance SheetSheet Date.