Common use of Financial Information; Absence of Undisclosed Liabilities Clause in Contracts

Financial Information; Absence of Undisclosed Liabilities. (a) Attached to Section 3.05(a) of the Disclosure Letter are true and complete copies of the (i) the carve-out, unaudited, pro forma (after taking into account the consummation of the Restructuring Transactions) consolidated balance sheet of the Transferred Companies as of January 31, 2022 and 2021 and the related carve-out unaudited combined statements of income for each of the years in the three (3)-year period ended January 31, 2022 (collectively, the “Carve-out Unaudited Annual Financial Statements”) and (ii) the carve-out, unaudited, pro forma (after taking into account the consummation of the Restructuring Transactions) consolidated balance sheet of the Transferred Companies as of the Reference Balance Sheet Date (the “Carve-out Unaudited Interim Financial Statements” and, together with the Carve-out Unaudited Annual Financial Statements, the “Financial Statements”), each of which has been prepared in conformity with GAAP except as otherwise referenced in Section 3.05(a) of the Disclosure Letter. For the purposes hereof, the unaudited consolidated balance sheet as of the Transferred Companies as of the Reference Balance Sheet Date is herein referred to as the “Reference Balance Sheet”. The Financial Statements have been derived from the consolidated financial statements and accounting records of Parent and its applicable Subsidiaries and fairly present, in all material respects, the consolidated financial position of the Business as of the dates thereof and the consolidated results of operations of the Business as of the times and for the periods referred to therein, except for the exclusion of footnote disclosures and normal year-end adjustments (none of which are, individually or in the aggregate, material). The Financial Statements have been prepared solely for the purposes of this Agreement and this Section 3.05(a) is qualified by the fact that the Business has not operated as a separate “stand alone” entity within Parent. The books, records and other financial reports of Parent relating to the operations of the Business used by Parent as source documentation for the Financial Statements are correct in all material respects and have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in possession of the Company or the applicable Transferred Company. Parent maintains a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Financial Information; Absence of Undisclosed Liabilities. (a) Attached The Company has provided to Section 3.05(aPurchaser and attached as Schedule 4.06(a) of the Disclosure Letter are true and complete copies of the (ia) the carve-out, unaudited, pro forma (after taking into account the consummation audited consolidated balance sheets of the Restructuring Transactions) consolidated balance sheet of the Transferred Companies as of January 31, 2022 Company and 2021 its subsidiaries and the related carve-out unaudited combined consolidated statements of income income, of changes in shareholders’ equity , and of cash flows, as of and for each of the years in the three (3)-year period ended January December 31, 2022 2004, 2003, and 2002 (collectively, the “Carve-out Unaudited Annual Audited Financial Statements”) and (iib) the carve-out, unaudited, pro forma (after taking into account the consummation of the Restructuring Transactions) unaudited consolidated balance sheet of the Transferred Companies Company and its subsidiaries as of December 31, 2005 [***] and the related unaudited consolidated statements of income and of cash flows of the Company and its subsidiaries for the 12-month period then ended attached as Schedule 4.06(b) (together with the Reference Balance Sheet Date (Sheet, the “Carve-out Unaudited Interim Financial Statements” and, together with the Carve-out Unaudited Annual Audited Financial Statements, the “Financial Statements”), each of which has been prepared in conformity with GAAP except as otherwise referenced in Section 3.05(a) of the Disclosure Letter. For the purposes hereof, the unaudited consolidated balance sheet as of the Transferred Companies as of the Reference Balance Sheet Date is herein referred to as the “Reference Balance Sheet”. The Financial Statements have been derived from the consolidated financial statements and accounting records of Parent and its applicable Subsidiaries and fairly presentpresent fairly, in all material respects, the consolidated financial position condition and results of operations of the Business Company and the Company Subsidiaries as of the dates thereof and the consolidated results of operations of the Business as of the times and or for the periods referred to therein, except for covered thereby and the exclusion of footnote disclosures and normal year-end adjustments (none of which are, individually or in the aggregate, material). The Financial Statements have been prepared solely for the purposes of this Agreement and this Section 3.05(a) is qualified by the fact that the Business has not operated as a separate “stand alone” entity within Parent. The books, records and other financial reports of Parent relating to the operations of the Business used by Parent as source documentation for the Financial Statements are correct in all material respects and have been maintained in accordance with sound GAAP throughout the periods covered thereby, except as described in the notes thereto, and except that the Unaudited Financial Statements do not contain the footnotes required by GAAP and do not contain certain non-material adjustments and normal recurring year-end adjustments as set forth in Schedule 4.06(a) and do not contain intangible asset allocations or deferred Tax entries. The Unaudited Financial Statements have been prepared on a basis consistent with the Audited Financial Statements and include all adjustments, which are only normal recurring adjustments, necessary for the fair presentation of the financial position and the results of operations for the unaudited periods. The Company and the Company Subsidiaries have no material liabilities or obligations that are not reflected and adequately reserved against in the Reference Balance Sheet except liabilities or obligations incurred since the date of the Reference Balance Sheet in the ordinary course of business practices consistent with past practice (and accurately present and reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in possession not a result of a breach or a default by the Company or the applicable Transferred CompanyCompany Subsidiaries) and which could not reasonably be expected to have a Company Material Adverse Effect. Parent maintains a system The Company has also provided to the Purchaser the unaudited financial statements for InTransit, Inc., Xxxxxxx Transportation, Inc., Triple Express, Inc. and United Express, Ltd. as set forth in Schedule 4.06, and the unaudited balance sheet, statement of internal accounting controls sufficient to provide reasonable assurances that cash flows and statements of operations as set forth in Schedule 4.06 (A) transactions are executed collectively, the “Subsidiary Financial Statements”). The Subsidiary Financial Statements present fairly, in all material respects, the financial condition and results of operations of those subsidiaries as of the dates thereof or for the periods covered thereby and the Subsidiary Financial Statements have been prepared in accordance with management’s general GAAP. Neither the Company nor any Company Subsidiary is a guarantor, indemnitor, surety or specific authorizationother obligor of any Indebtedness of any other Person, (B) transactions are recorded other than a Company Subsidiary in the ordinary course of business consistent with past practice and as necessary to permit preparation of financial statements set forth in conformity with generally accepted accounting principles and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesSchedule 4.06.

Financial Information; Absence of Undisclosed Liabilities. (a) Attached to Section 3.05(aas Schedule 4.06(a) are (a) the audited consolidated balance sheets of GK Holdings, Inc. and its Subsidiaries as of September 29, 2017, as of September 28, 2018 and as of September 27, 2019 and the audited consolidated or combined income (loss) statements, statements of comprehensive income (loss), changes in equity and cash flows of the Disclosure Letter are true GK Holdings, Inc. and complete copies of its Subsidiaries for the fiscal years ended on such dates, together with the auditor’s reports thereon (i) the carve-out, unaudited, pro forma (after taking into account the consummation of the Restructuring Transactions) consolidated balance sheet of the Transferred Companies as of January 31, 2022 and 2021 and the related carve-out unaudited combined statements of income for each of the years in the three (3)-year period ended January 31, 2022 (collectively, the “Carve-out Unaudited Annual Audited Financial Statements”) and (iib) the carve-out, unaudited, pro forma (after taking into account the consummation of the Restructuring Transactions) unaudited condensed consolidated balance sheet of the Transferred Companies GK Holdings, Inc. and its Subsidiaries as of June 26, 2020 and the Reference Balance Sheet Date unaudited condensed consolidated income statement in each case presented in the management accounts of GK Holdings, Inc. and its Subsidiaries for the nine-month interim period ended June 26, 2020 (the “Carve-out Unaudited Interim Financial Statements” and, together with the Carve-out Unaudited Annual Audited Financial Statements, the “Financial Statements”), each of which has been prepared in conformity with GAAP except as otherwise referenced in Section 3.05(a) of the Disclosure Letter. For the purposes hereof, the unaudited consolidated balance sheet as of the Transferred Companies as of the Reference Balance Sheet Date is herein referred to as the “Reference Balance Sheet”. The Financial Statements have been derived from the consolidated financial statements and accounting records of Parent and its applicable Subsidiaries and fairly presentpresent fairly, in all material respects, the consolidated financial position position, results of operations and income (loss) (and, with respect to the Business Audited Financial Statements only, changes in equity and cash flows) of GK Holdings, Inc. and its Subsidiaries as of the dates thereof and the consolidated results of operations of the Business as of the times and for the periods referred to thereinindicated in such Financial Statements in conformity with GAAP (except, except in the case of the Unaudited Financial Statements, for the exclusion absence of footnote disclosures footnotes and other presentation items and normal year-end adjustments (none of which are, individually or in the aggregate, material). The Financial Statements have been prepared solely for the purposes of this Agreement and this Section 3.05(a) is qualified by the fact that the Business has not operated as a separate “stand alone” entity within Parent. The books, records and other financial reports deviations consistent with the preparation of Parent relating to the operations of the Business used by Parent as source documentation for the Financial Statements are correct in all material respects management accounts) and have been maintained in accordance with sound business practices were derived from, and accurately present and reflect in all material respects all respects, the transactions and actions therein described. At the Closing, all such books and records will be in possession of the Company or and the applicable Transferred CompanyCompany Subsidiaries. Parent maintains a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions Other than the Audited Financial Statements, there are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of no audited financial statements (including any audited consolidated balance sheets, income (loss) statements, statements of comprehensive income (loss), changes in conformity with generally accepted accounting principles equity and cash flows) for GK Holdings, Inc. or any of its Subsidiaries (other than audited financial statements of certain Subsidiaries of GK Holdings Inc. prepared pursuant to maintain accountability for assets, (Capplicable Law) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesfiscal years 2017, 2018 and 2019.

Financial Information; Absence of Undisclosed Liabilities. (a) Attached to Section 3.05(a4.05(a) of the CME Group Disclosure Letter are true and complete copies of the contains (i) (A) the carve-out, unaudited, pro forma (after taking into account the consummation unaudited combined balance sheets of the Restructuring TransactionsCME Group Index Business as of December 31, 2010 (the “CME Group Reference Balance Sheet”), the audited combined balance sheets of the CME Group Index Business as of December 31, 2009, and the related unaudited combined statement of earnings of the CME Group Index Business for the specified period ended December 31, 2010 and audited combined statement of earnings of the CME Group Index Business for the years ended December 31, 2009 and December 31, 2008 and (B) consolidated the unaudited combined balance sheet of the Transferred Companies CME Group Index Business as of January 31September 30, 2022 and 2021 2011 and the related carve-out unaudited combined statements statement of income for each earnings of the years in CME Group Index Business for the three nine (3)-year 9) month period ended January 31September 30, 2022 2011 (collectively, balance sheets and statements referred to in clauses (A) and (B) being herein collectively referred to as the “Carve-out Unaudited Annual CME Group Index Business Financial Statements”) and (ii) (A) the carve-outunaudited consolidated balance sheets of CMA as of December 31, unaudited2010 (the “CMA Reference Balance Sheet”) and December 31, pro forma 2009, and the related unaudited consolidated statement of earnings of CMA for the specified period ended December 31, 2010 and unaudited consolidated statement of earnings of CMA for the years ended December 31, 2009 and December 31, 2008 and (after taking into account B) the consummation of the Restructuring Transactions) unaudited consolidated balance sheet of the Transferred Companies CMA as of September 30, 2011 and the Reference Balance Sheet Date related unaudited consolidated statement of earnings of CMA for the nine (the “Carve-out Unaudited Interim Financial Statements” and9) month period ended September 30, 2011 (balance sheets and statements referred to in clauses (A) and (B), together with the Carve-out Unaudited Annual CME Group Index Business Financial Statements, the “CME Group Financial Statements”); provided, each of which has been prepared however, that the balance sheets contained in conformity with GAAP except as otherwise referenced in Section 3.05(a) of the Disclosure Letter. For CME Group Index Business Financial Statements reflect provisions for income taxes only to the purposes hereof, the unaudited consolidated balance sheet as of the Transferred Companies as of the Reference Balance Sheet Date is herein referred extent relating to as the “Reference Balance Sheet”any CME Group Contributed Subsidiary. The CME Group Financial Statements have been derived from the consolidated financial statements prepared based on CME Group’s books and accounting records of Parent in accordance with U.S. GAAP, consistently applied, and its applicable Subsidiaries and fairly presentpresent fairly, in all material respects, the consolidated financial position of the Business as of the dates thereof and the consolidated results of operations and cash flows of the CME Group Index Business or CMA, as of the times applicable, at their respective dates and for the periods referred to therein, except for the exclusion of footnote disclosures and normal year-end adjustments (none of which are, individually or in the aggregate, material)covered by such statements. The Financial Statements have been prepared solely for the purposes of this Agreement and this Section 3.05(a) is qualified by the fact that the Business has not operated as a separate “stand alone” entity within Parent. The books, records and other financial reports of Parent relating to the operations of the Business used by Parent as source documentation for the Financial Statements are correct in all material respects and have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in possession of the Company or the applicable Transferred Company. Parent maintains a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.42