Common use of Financial Information; Books and Records Clause in Contracts

Financial Information; Books and Records. (a) The Purchaser SEC Documents include (i) the audited consolidated balance sheet of the Seller for each of the three fiscal years ended as of December 31, 2005, December 31, 2006 and December 31, 2007, and the related audited consolidated statements of operations, cash flows, and shareholders’ equity of the Purchaser, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants (collectively referred to herein as the “Purchaser Financial Statements”) and (iii) the unaudited consolidated balance sheet of the Purchaser as of September 30, 2008, and the related unaudited condensed consolidated statements of operations of the Purchaser, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser Interim Financial Statements”). The Purchaser Financial Statements and the Purchaser Interim Financial Statements (I) were prepared in accordance with the books of account and other financial records of the Purchaser and the Purchaser Subsidiaries, (II) present fairly in all material respects the consolidated financial condition and results of operations of the Purchaser and the Purchaser Subsidiaries as of the dates thereof or for the periods covered thereby, except in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (III) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Purchaser and the Purchaser Subsidiaries. (b) Since December 31, 2005, there has been no change in any of the significant accounting policies, practices or procedures to the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (B) to maintain accountability for assets; (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 existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True and complete copies of the June 28, 2008 Statement of Net Tangible Assets and the Pre-Signing Financial Statements have been delivered by Discovery to Oyster and Pearl and are included in Section 4.05 of the Disclosure Schedule. (i) The June 28, 2008 Statement of Net Tangible Assets, (A) was prepared in accordance with the audited consolidated balance sheet books of account and other financial records of Discovery and its Subsidiaries, (B) has been prepared on a basis consistent with the Statement of Principles for Initial Valuation Net Tangible Assets, and (C) presents fairly in all material respects the line items set forth therein as of the Seller for each of the three fiscal years ended as of December 31, 2005, December 31, 2006 and December 31, 2007, and the related audited consolidated statements of operations, cash flows, and shareholders’ equity of the Purchaser, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants date thereof. (collectively referred to herein as the “Purchaser Financial Statements”ii) and (iii) the unaudited consolidated balance sheet of the Purchaser as of September 30, 2008, and the related unaudited condensed consolidated statements of operations of the Purchaser, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser Interim Financial Statements”). The Purchaser Financial Statements and the Purchaser Interim Pre-Signing Financial Statements (IA) were prepared in accordance with the books of account and other financial records of the Purchaser and the Purchaser applicable Subsidiaries, (IIB) have been prepared in accordance with German generally accepted accounting standards applied on a basis consistent with the past practices of the applicable Subsidiaries, and (C) present fairly in all material respects the consolidated financial condition and results of operations of the Purchaser and the Purchaser applicable Subsidiaries as of the dates thereof or and for the periods covered thereby, except subject in the case of the Purchaser Interim Financial Statements for any interim financial statements to normal year-end audit adjustments and the absence of notes thereto footnote disclosure. (b) The books of account and subject other financial records of Discovery Saxony Holding GmbH, Discovery Fab 36 Holding GmbH, Discovery Saxony Limited Liability Company & Co. KG and Discovery Fab 36 Limited Liability Company & Co. KG: (i) reflect all items of income and expense and all assets and Liabilities required to normal be reflected therein in accordance with German generally accepted accounting standards applied on a basis consistent with the past practices of Discovery and recurring year-end adjustmentsits Subsidiaries; (ii) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies; and (IIIiii) have been maintained in accordance with good business and accounting practices. (c) When prepared and delivered to Oyster and Pearl pursuant to Section 8.04, the Carve Out Financial Statements will (i) be prepared in accordance with the books of account and other financial records of Discovery and its Subsidiaries, (ii) be prepared in accordance with GAAP applied on a basis consistent with the past practices of Discovery, (iii) present fairly in all material respects the Purchaser financial condition and the Purchaser Subsidiaries. (b) Since December 31, 2005, there has been no change in any results of operations of the significant accounting policiesFoundryCo business as of the dates thereof and for the periods covered thereby, practices or procedures to (iv) be accompanied by the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system unqualified opinion of Internal Controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statementsErnst & Young LLP, and (Bv) conform in all material respects to maintain accountability for assets; (iii) access the requirements of the SEC’s Regulation S-X as they relate 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 existing assets at reasonable intervals and appropriate action is taken with respect to any differencescarve-out financial statements.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True and complete copies of (i) the audited consolidated balance sheet of the Seller Company for each of the three fiscal years ended as of December January 31, 20051998, December January 31, 2006 1999 and December January 31, 2007, 2000 and the related audited consolidated statements of operationsincome, cash flowsretained earnings, stockholders' equity and shareholders’ equity changes in financial position of the PurchaserCompany, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants Stockholders' Accountants (collectively referred to herein as the “Purchaser "Financial Statements”") and (iiiii) the unaudited consolidated balance sheet of the Purchaser Company as of September April 30, 2008, 2000 and the related unaudited condensed consolidated statements of operations of the Purchaser, together with all related notes and schedules thereto income (collectively referred to herein as the “Purchaser "Interim Financial Statements”)") have been delivered by the Company to the Purchaser. The Purchaser Financial Statements, the Interim Financial Statements and the Purchaser Interim Financial Statements Reference Balance Sheet (I1) were prepared in accordance with the books of account and other financial records of the Purchaser Company and the Purchaser Subsidiaries, (II2) present fairly in all material respects the consolidated financial condition and results of operations of the Purchaser Company and the Purchaser Subsidiaries as of the dates thereof or for the periods covered thereby, except in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (III3) have been prepared in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Purchaser Company and the Purchaser SubsidiariesSubsidiaries (except that no notes or schedules have been prepared with respect to the Interim Financial Statements) and (4) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Company and the Subsidiaries and the results of the operations of the Company and the Subsidiaries as of the dates thereof or for the periods covered thereby. (b) Since December 31, 2005, there has been no change in any The books of account and other financial records of the significant accounting policies, practices or procedures to Company and the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that : (i) transactions are executed reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with management’s general or specific authorization; U.S. GAAP applied on a basis consistent with the past practices of the Company and the Subsidiaries, respectively, and (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statementsall material respects complete and correct, and (B) to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general do not contain or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to reflect any differencesmaterial inaccuracies or discrepancies.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True and complete copies of (i) the audited consolidated balance sheet of the Seller for each of the three two fiscal years ended as of December 31February 2, 20052002 and February 3, December 31, 2006 and December 31, 20072001, and the related audited consolidated statements of operations, operations and cash flows, and shareholders’ equity flows of the PurchaserSeller for each of the two fiscal years ended February 2, 2002 and February 3, 2001, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants Seller's Accountants (collectively referred to herein as the “Purchaser "Financial Statements”") and (iiiii) the unaudited consolidated condensed balance sheet of the Purchaser Seller as of September 30May 4, 2008, 2002 (the "Interim Financial Statements Date") and the related unaudited consolidated condensed consolidated statements of operations and cash flows of the PurchaserSeller for the thirteen weeks ended the Interim Financial Statements Date, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser "Interim Financial Statements”)") have been delivered by the Seller to the Purchaser. The Purchaser Financial Statements and the Purchaser Interim Financial Statements (Ii) were prepared in accordance with the books of account and other financial records of the Purchaser Seller and the Purchaser Subsidiaries, (IIii) present fairly in all material respects the consolidated financial condition and results of operations of the Purchaser Seller and the Purchaser Subsidiaries as of the dates thereof or for the periods covered thereby in all material respects, and (iii) have been prepared in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Seller and the Subsidiaries and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Seller and the Subsidiaries and the results of the operations of the Seller and the Subsidiaries as of the dates thereof or for the periods covered thereby, except in the case of the Purchaser . The Interim Financial Statements for (i) present fairly the absence consolidated financial condition and results of notes thereto and subject to normal and recurring year-end adjustments, operations of the Seller and (IIIii) have been prepared in accordance with U.S. GAAP in a manner consistent with the preparation of the Financial Statements, except that the Interim Financial Statements do not contain complete footnotes that would be required by U.S. GAAP and are subject to normal year-end audit adjustments. (b) The books of account and other financial records of the Seller and the Subsidiaries: (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Purchaser Seller and the Purchaser Subsidiaries. (b) Since December 31, 2005, there has been no change in any of the significant accounting policies, practices or procedures to the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; respectively and (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statementsall material respects complete and correct, and (B) to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general do not contain or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to reflect any differencesmaterial inaccuracies or discrepancies.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True ---------------------------------------- and complete copies of (i) the draft of the audited consolidated balance sheet of the Seller Company for each of the three fiscal years year ended as of December 31, 2005, December 31, 2006 and December 31, 20071995, and the related audited consolidated statements of operationsincome, changes in shareholders' equity and cash flows, and shareholders’ equity flows of the Purchaser, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants (collectively referred to herein as the “Purchaser Financial Statements”) and (iii) the unaudited consolidated balance sheet of the Purchaser as of September 30, 2008, and the related unaudited condensed consolidated statements of operations of the PurchaserCompany, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser Interim "Draft Audited Financial Statements”"), and (ii) the ---------------------------------- unaudited balance sheet of the Company for the eleven months ended as of November 30, 1996, and the related statements of income, changes in shareholders' equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Interim ------- Financial Statements") -------------------- are attached as Section 2.05 of the Disclosure Schedule. The Purchaser Draft Audited Financial Statements and the Purchaser Interim Financial Statements (Ii) were prepared in accordance with the books of account and other financial records of the Purchaser and the Purchaser SubsidiariesCompany, (IIii) present fairly in all material respects the consolidated financial condition and results of operations of the Purchaser and the Purchaser Subsidiaries Company as of the dates thereof or for the periods covered thereby, except in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (IIIiii) have been prepared in accordance with GAAP U.S. generally accepted accounting principles applied on a basis consistent with the past practices of the Purchaser Company and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of the Company and the Purchaser Subsidiariesresults of the operations of the Company as of the dates thereof or for the periods covered thereby; provided, however, that -------- ------- the Interim Financial Statements may not include all footnotes required by U.S. generally accepted accounting principles and were or are subject to normal and recurring year-end adjustments which were not and are not anticipated to be material in amount. (b) Since December 31, 2005, there has been no change in any The books of account and other financial records of the significant accounting policies, practices or procedures to the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that Company: (i) transactions are executed reflect all items of income and expense and all assets and liabilities required to be reflected therein in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles or any other criteria applicable to such statementsapplied on a basis consistent with the past practices of the Company, (ii) are in all material respects complete and correct, and (B) to maintain accountability for assets; do not contain or reflect any material inaccuracies or discrepancies and (iii) access to assets is permitted only have been maintained in accordance with management’s general or specific authorization; good business and accounting practices. (c) Except for (i) liabilities reflected on the balance sheet contained in the Interim Financial Statements and (ivii) liabilities incurred in the recorded accountability for assets ordinary course of business of the Company subsequent to November 30, 1996, the Company has no material liabilities and there is compared with the no existing assets at reasonable intervals and appropriate action is taken with respect condition or set of circumstances that could reasonably be expected to result in any differencessuch material liability.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True and complete copies of (i) the Interim Statement of Net Assets as set forth in Section 3.04 of the Disclosure Schedule, (ii) the audited consolidated balance sheet of the Seller for each of the three two fiscal years ended as of December 31November 30, 2005, December 31, 2006 2003 and December 31, 20072002 respectively, and the related audited consolidated statements of operationsincome, cash flows, and shareholdersstockholders’ equity and cashflows of the PurchaserSeller, together with all related notes and schedules thereto, accompanied by the reports thereon of the PurchaserSeller’s independent accountants Accountants and Seller’s Prior Accountants (collectively referred to herein as the “Purchaser Financial Statements”) and (iii) the unaudited consolidated balance sheet of the Purchaser Seller as of September 30February 29, 20082004, and the related unaudited condensed consolidated statements of operations income, stockholders’ equity and cashflows of the Purchaser, together with all related notes and schedules thereto Seller (collectively referred to herein as the “Purchaser Interim Financial Statements”)) have been delivered by the Seller to the Purchaser. The Purchaser Interim Statement of Net Assets (i) was prepared in accordance with the books of account and other financial records of the Seller, (ii) presents fairly, in all material respects, the Net Assets of the Business as of the date thereof (except that it excludes the Excluded Assets and Excluded Liabilities), (iii) has been prepared in accordance with GAAP, and (iv) includes all adjustments that are necessary for a fair presentation of the financial condition of the Business as of the date thereof. The Financial Statements and the Purchaser Interim Financial Statements Statement (Ii) were prepared in accordance with the books of account and other financial records of the Purchaser and the Purchaser SubsidiariesSeller, (IIii) present fairly fairly, in all material respects respects, the consolidated financial condition and results of operations of the Purchaser and the Purchaser Subsidiaries Business as of the dates thereof or for the periods covered thereby, except in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (IIIiii) have been prepared in accordance with GAAP applied on a basis consistent with and (iv) in the past practices case of the Purchaser Interim Statement of Net Assets, include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of the Business and the Purchaser Subsidiariesresults of the operations of the Business as of the dates thereof or for the periods covered thereby. (b) Since December 31, 2005, there has been no change in any The books of account and other financial records of the significant accounting policies, practices or procedures to the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that Seller in all material respects: (i) transactions are executed reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with management’s general or specific authorization; GAAP, (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statementscomplete and correct, and (B) to maintain accountability for assets; do not contain or reflect any material inaccuracies or discrepancies and (iii) access to assets is permitted only have been maintained in accordance with management’s general good business and accounting practices. (c) The Sellers have the parts that it believes are reasonably necessary to fulfill its contractual obligations to repair products sold by the Business prior to the Closing. There are no material liabilities relating to obligations under the Assumed Contracts for the provision of training or specific authorization; technical support, other than liabilities that are reflected on the Interim Statement of Net Assets and (iv) will be reflected on the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesClosing Statement of Net Assets.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include (i) True and complete copies of the audited consolidated balance sheet of the Seller for each of the three fiscal years ended as of December 31, 20052001, the audited balance sheet of the Seller as of December 31, 2006 2002, and the audited statements of income, retained earnings, stockholders’ equity and changes in financial position of the Seller for the period from inception to December 31, 2007, and the related audited consolidated statements of operations, cash flows, and shareholders’ equity of the Purchaser2002, together with all related notes and schedules thereto, accompanied by the reports thereon of the PurchaserSeller’s independent accountants (collectively referred to herein as the “Purchaser Audited Financial Statements”) and (iii) true and complete copies of the unaudited consolidated balance sheet of the Purchaser Seller for the year ended as of September 30December 31, 2008, 2003 (the “Unaudited Balance Sheet,” and the related unaudited condensed consolidated statements of operations of the Purchaser, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser Interim Audited Financial Statements, the ”Financial Statements”)) have been delivered by the Seller to the Purchaser. The Purchaser Financial Statements and the Purchaser Interim Audited Financial Statements (Ii) were prepared in accordance with the books of account and other financial records of the Purchaser and the Purchaser SubsidiariesSeller, (IIii) present fairly in all material respects the consolidated financial condition and results of operations of the Purchaser Seller as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with Korean GAAP applied on a basis consistent with the past practices of the Seller and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of the Seller and the Purchaser Subsidiaries results of the operations of the Seller as of the dates thereof or for the periods covered thereby, except where the failure to be so prepared, to so present and to so include, all as contemplated by clauses (i) through (iv), would not have a Material Adverse Effect. The Unaudited Balance Sheet, subject to any audit adjustments, (i) was prepared in accordance with the case books of account and other financial records of the Purchaser Interim Financial Statements for Seller, (ii) presents fairly the absence financial condition of notes thereto and subject to normal and recurring year-end adjustments, the Seller as of the date thereof and (IIIiii) have has been prepared in accordance with Korean GAAP applied on a basis consistent with past practices of the Seller, except where the failure to be so prepared and to so present, all as contemplated by clauses (i) through (iii), would not have a Material Adverse Effect. (b) The books of account and other financial records of the Seller: (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Korean GAAP applied on a basis consistent with the past practices of the Purchaser Seller, (ii) are in all material respects complete and the Purchaser Subsidiaries. correct, and do not contain or reflect any material inaccuracies or discrepancies and (biii) Since December 31, 2005, there has have been no change in any of the significant accounting policies, practices or procedures to the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that (i) transactions are executed maintained in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted good business and accounting principles or any other criteria applicable to such statements, and (B) to maintain accountability for assets; (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 existing assets at reasonable intervals and appropriate action is taken with respect to any differencespractices.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include (i) the audited consolidated balance sheet True and complete copies of the Seller for each of the three fiscal years ended as of December 31, 2005, December 31, 2006 and December 31, 2007, and the related audited consolidated statements of operations, cash flows, and shareholders’ equity of the Purchaser, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants (collectively referred to herein as the “Purchaser Financial Statements”) and (iii) the unaudited consolidated balance sheet of the Purchaser as of September 30, 2008, and the related unaudited condensed consolidated statements of operations of the Purchaser, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser Interim Financial Statements”). The Purchaser Audited Financial Statements and the Purchaser Interim Unaudited Financial Statements have been delivered by the Sellers to the Purchaser. The foregoing financial statements (Ii) were prepared in accordance with the books of account and other financial records of the Purchaser Acquired Companies and the Purchaser Subsidiaries, (IIii) present fairly in all material respects the consolidated combined financial condition and results of operations of the Purchaser Acquired Companies and the Purchaser Subsidiaries as of the dates thereof or for the periods covered thereby, except in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (IIIiii) have been prepared in accordance with GAAP applied on a basis consistent with the past practices practices, other than as required for stand-alone or separate company financial statements, of the Purchaser Acquired Companies and the Purchaser Subsidiaries, and (iv) include all adjustments (except, in the case of the Unaudited Financial Statement, normal year end adjustments the effect of which will not be material) that are necessary for a fair presentation of the combined financial condition of the Acquired Companies and the Subsidiaries and the results of the operations of the Acquired Companies and the Subsidiaries as of the dates thereof or for the periods covered thereby. (b) Since December 31The Audited Financial Statements and the Unaudited Financial Statements shall (i) meet the requirements for financial statements of businesses acquired in accordance with Rule 3-05 of Regulation S-X (at the materiality level required by Rule 3-05(b)(2)(iii)) and are in a form applicable for inclusion in an offering memorandum or registration statement that comply with Regulation S-K and Regulation S-X under the Securities Act and (ii) in the case of the Unaudited Financial Statements only, 2005Sellers’ Accountants shall have performed a SAS 100 review on such financial statements. (c) The books of account and other financial records of the Acquired Companies and the Subsidiaries: (i) reflect all items of income and expense and all Assets and Liabilities required to be reflected therein in accordance with GAAP applied on a basis consistent with the past practices, other than as required for stand-alone or separate company financial statements, of the Acquired Companies and the Subsidiaries, respectively, (ii) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in accordance with good business and accounting practices. (d) To the Sellers’ Knowledge, the Acquired Companies and the Subsidiaries, taken as a whole, have implemented disclosure controls and procedures reasonably designed to ensure that all material information required to be disclosed by Quanta with respect to the Acquired Companies and Subsidiaries in the reports that Quanta 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 Quanta’s management as appropriate to allow timely decisions regarding disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002. None of the Sellers, the Acquired Companies or the Subsidiaries has received any written complaint, allegation, assertion or claim that any of the Sellers, with respect to the Business of the Acquired Companies and the Subsidiaries, the Acquired Companies or the Subsidiaries has engaged in improper financial reporting, accounting or auditing practices. To the Sellers’ Knowledge, there has not been no change any fraud (meaning, for purposes of this sentence, those matters described in any Statement on Auditing Standards No. 99 and interpretations thereof), whether or not material, that involved the officers or other employees and former employees of the significant accounting policiesSellers, practices or procedures to the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (B) to maintain accountability for assets; (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 existing assets at reasonable intervals and appropriate action is taken with respect to the Business of the Acquired Companies and the Subsidiaries, the Acquired Companies or the Subsidiaries who have a significant role in the internal control over financial reporting or written allegations of any differencessuch fraud.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include Except as set ------------------------------------------ forth in Schedule 5.6(a), the Financial Statements have been prepared in ---------------- accordance with GAAP, and fairly present in all material respects, (i) the audited consolidated balance sheet financial condition, assets and liabilities of the Seller for each Business (excluding Excluded Assets and Retained Liabilities) as of the three fiscal dates therein specified; and (ii) the results of operations of the Business for the periods indicated. Schedule -------- 5.6(b) sets out the descriptions and amounts of deferred Taxes as shown in the - Financial Statements. (b) The audited financial statements for the years ended as of December 31, 2005, December 31, 2006 2000 and December 31, 2007, and 2001 previously delivered by Pfizer to Purchaser relating to the related audited consolidated statements of operations, cash flows, and shareholders’ equity of the Purchaser, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants (collectively referred to herein as the “Purchaser Financial Statements”) and (iii) the unaudited consolidated balance sheet of the Purchaser as of September 30, 2008, and the related unaudited condensed consolidated statements of operations of the Purchaser, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser Interim Financial Statements”). The Purchaser Financial Statements and the Purchaser Interim Financial Statements (I) Business were prepared in accordance with GAAP, and fairly present in all material respects, (i) the financial condition, assets and liabilities of the Business as of the dates therein specified and (ii) the results of operations of the Business for the periods indicated. (c) The unaudited interim statement of income and loss of the Business for the year ended December 31, 2002 and the statements of inventory and accounts receivables as at December 31, 2002 which are attached hereto in Schedule 5.6(c) --------------- have been prepared by Pfizer and are derived from the books of account and other financial records of the Purchaser and Business and, subject to the Purchaser SubsidiariesInterim Period Adjustments, (II) fairly present fairly in all material respects the consolidated financial condition and results of operations and inventories and receivable accounts of the Purchaser and the Purchaser Subsidiaries as of the dates thereof or Business for the periods covered therebyand dates indicated, except and are consistent with Pfizer's internal accounting policies. (d) The amount of receivables set forth on Schedule 5.6(c) was derived from --------------- transactions in the case ordinary course of Business reflected in the books and records of the Purchaser Business and, subject to the Interim Financial Statements for the absence of notes thereto Period Adjustments, and subject to normal and recurring year-end adjustmentsreserves with respect to such receivables, and (III) have been prepared was recorded in accordance with GAAP applied on a basis consistent with the past practices of the Purchaser and the Purchaser SubsidiariesGAAP. (be) Since December 31, 2005, there has been no change The inventory set forth on Schedule 5.6(c) was reflected in any the books --------------- and records of the significant accounting policiesBusiness and, practices or procedures subject to the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient Interim Period Adjustments, and subject to provide reasonable assurances that (i) transactions are executed reserves with respect to such inventory, was recorded in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (B) to maintain accountability for assets; (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 existing assets at reasonable intervals and appropriate action is taken with respect to any differencesGAAP.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True and complete copies of (i) the audited consolidated balance sheet of the Seller Apro for each of the three fiscal years ended as of December March 31, 2005, December 31, 2006 and December 31, 2007, 2007 and the related audited consolidated statements of operationsincome, retained earnings, stockholders' equity and cash flows, and shareholders’ equity flows of the PurchaserApro, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants Apro's Accountants (collectively referred to herein as the “Purchaser "Apro Financial Statements”") and (iiiii) the unaudited consolidated balance sheet of the Purchaser Apro as of September 30December 31, 20082007 (the "Apro Interim Balance Sheet"), and the related unaudited condensed consolidated statements of operations income, retained earnings, stockholders' equity and cash flows of the PurchaserApro, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser "Apro Interim Financial Statements”)Statement") have been made available or delivered by Apro to the Company. The Purchaser Apro Financial Statements and the Purchaser Apro Interim Financial Statements Statement (Ii) were prepared in accordance with the books of account and other financial records of the Purchaser and the Purchaser SubsidiariesApro, (IIii) present fairly in all material respects the consolidated financial condition and results of operations of the Purchaser Apro and the Purchaser Subsidiaries as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with U.S. GAAP applied on a basis consistent with the past practices of Apro and (iv) include all material adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of Apro and the Subsidiaries and the results of the operations of Apro and the Subsidiaries as of the dates thereof or for the periods covered thereby, except in that the case of the Purchaser unaudited Apro Interim Financial Statements for the absence of notes thereto Statement was and is subject to normal and recurring year-end adjustments, adjustments which were or were not expected to be material in amount. (b) The books of account and other financial records of Apro and the Subsidiaries: (IIIi) have been prepared reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Purchaser Apro and the Purchaser Subsidiaries. , respectively, (bii) Since December 31are in all material respects complete and correct, 2005, there has and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been no change in any of the significant accounting policies, practices or procedures to the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that (i) transactions are executed maintained in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted good business and accounting principles or any other criteria applicable to such statements, and (B) to maintain accountability for assets; (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 existing assets at reasonable intervals and appropriate action is taken with respect to any differencespractices.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True and complete copies of (i) the audited consolidated balance sheet of the Seller Company for each of the three fiscal years ended as of December 31, 20051994, December 31, 2006 1995 and December 31, 20071996, and the related audited consolidated statements of operationsincome, retained earnings, stockholders' equity and cash flows, and shareholders’ equity flows of the PurchaserCompany, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants Company's Accountants (collectively referred to herein as the “Purchaser "Financial Statements”") and (iiiii) the unaudited consolidated balance sheet of the Purchaser Company as of September 30March 31, 2008, 1997 and the related unaudited condensed consolidated statements of operations income, retained earnings, stockholders' equity and cash flows of the PurchaserCompany, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser "Interim Financial Statements”)") have been delivered by the Company to the Purchaser. The Purchaser Financial Statements and the Purchaser Interim Financial Statements (Ii) were prepared in accordance with the books of account and other financial records of the Purchaser and the Purchaser SubsidiariesCompany, (IIii) present fairly in all material respects the consolidated financial condition and results of operations of the Purchaser Company and the Purchaser its Subsidiaries as of the dates thereof or for the periods covered thereby, except in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (IIIiii) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Purchaser Company (except, with respect to the Interim Financial Statements, subject to normal year-end adjustments and the Purchaser Subsidiaries. (bcustomary omission of full footnote disclosures) Since December 31, 2005, there has been no change in any of the significant accounting policies, practices or procedures to the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (B) to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) include all adjustments that are necessary for a fair presentation of the recorded accountability consolidated financial condition of the Company and its Subsidiaries and the results of the operations of the Company and its Subsidiaries as of the dates thereof or for assets is compared with the existing assets at reasonable intervals and appropriate action is taken periods covered thereby (except with respect to the Interim Financial Statements, subject to normal year-end adjustments). (a) The books of account and other financial records of the Company and its Subsidiaries: (i) have been maintained in accordance with good business and accounting practices and in a manner consistent with the past practices of the Company and its Subsidiaries, respectively and (ii) are in all material respects complete and correct, and do not contain or reflect any differencesmaterial inaccuracies or discrepancies.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include Prior to the date hereof, the Seller has made available to the Buyer true and complete copies of (i) the audited consolidated balance sheet sheets of Dx Xxxxx PRC Company, the operating Subsidiary of the Seller for Cayman Target Company (excluding franchise businesses) as at December 31, 2017, 2018, 2019 and 2020, the audited balance sheets of the HK Target Company as at December 31, 2018, 2019 and 2020, the audited balance sheets of each of the three fiscal years ended HK Target Company Subsidiaries as of at December 31, 20052019 and 2020 (collectively, December 31, 2006 and December 31, 2007, the “Balance Sheets”) and the related audited consolidated statements of operations, income and cash flows, and shareholders’ equity flow statements of such Target Group Company for each of the Purchaserfinancial years then ended, together with all related notes and schedules thereto, accompanied by the reports thereon by the independent auditors of such Target Group Company (the “Audited Financial Statements”), (ii) the unaudited management accounts of Dx Xxxxx PRC Company as at December 31, 2021, the unaudited management accounts of the Purchaser’s independent accountants HK Target Company Subsidiaries as at December 31, 2021, and the unaudited consolidated management accounts of the Dx Xxxxx PRC Company (including the franchise businesses) and the New Dx Xxxxx Company as at December 31, 2018, 2019, 2020 and 2021((i) and (ii) collectively referred to herein as the “Purchaser Financial Statements”) and (iii) the unaudited consolidated balance sheet of the Purchaser as of September 30, 2008, and the related unaudited condensed consolidated statements of operations of the Purchaser, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser Interim Financial Statements”). The Purchaser Financial Statements and To Seller’s Knowledge, the Purchaser Interim Audited Financial Statements (Ix) were prepared in accordance with the books of account and other financial records of the Purchaser and the Purchaser Subsidiarieseach relevant Target Group Company, (IIy) present fairly in all material respects the consolidated financial condition of such Target Group Company as of the date thereof and the results of operations and cash flows of the Purchaser and the Purchaser Subsidiaries as of the dates thereof or such Target Group Company for the periods covered thereby, except in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (IIIz) have been prepared in accordance with GAAP the Accounting Principles, applied on a basis consistent with the past practices of the Purchaser relevant Target Group Companies. To Seller’s Knowledge, the Financial Statements (other than the Audited Financial Statements) (A) were prepared in accordance with the books of account and other financial records of each relevant Target Group Company, (B) give a reasonably accurate view of the financial position of such Target Group Company as of the dates thereof and the Purchaser Subsidiariesresults of operations and cash flows of such Target Group Company for the periods covered thereby, and (C) were prepared on a consistent basis with the relevant financial statements for the corresponding preceding financial period, in each case bearing in mind that such Financial Statements are unaudited. To Seller’s Knowledge, the Audited Financial Statements (1) disclose and make full provision or reserve for material bad and doubtful debts of each relevant Target Group Company as of the date thereof to the extent required under the applicable Accounting Principles applied on a basis consistent with the past practices of such Target Group Company, (2) contain specific provisions to sufficiently cover all material Taxes (including deferred Taxes), accruals, capital commitments and other Liabilities of each relevant Target Group Company as of the date thereof to the extent required under the applicable Accounting Principles applied on a basis consistent with the past practices of such Target Group Company, and (3) fully disclose all transactions between or among a Target Group Company, on one hand, and a Related Party of such Target Group Company, on the other hand, and amounts outstanding thereunder. (b) Since December 31To Seller’s Knowledge, 2005, there has been no change in any the books of account and other financial records of each of the significant accounting policies, practices or procedures Target Group Companies provided to the Purchaser or Buyer prior to the Purchaser Subsidiaries. The Purchaser maintains a system date of Internal Controls sufficient to provide reasonable assurances that (i) transactions are executed this Agreement have been maintained in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statementsLaw on a consistent basis, and comprise up-to-date, complete and accurate records of all information required and purported to be recorded. (Bc) to maintain accountability There is no Intercompany Balance outstanding. (d) Except as expressly specified in the Financial Statements, no Target Group Company has any indebtedness for assets; (iii) access to assets is permitted only borrowed money or have given any guarantee in accordance with management’s general or specific authorization; and (iv) the recorded accountability respect of indebtedness for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesborrowed money.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include Section 3.04 of the Disclosure Schedule sets forth true and complete copies of (i) the audited consolidated balance sheet of the Seller Business for each of the three two fiscal years ended ending as of December 31, 2005, December 31, 2006 2016 and December 31, 2007, 2017 and the related audited consolidated statements of operations, cash flows, and shareholders’ equity income of the Purchaser, together with all related notes and schedules thereto, accompanied by Business for the reports thereon of the Purchaser’s independent accountants years then ended (collectively referred to herein as the “Purchaser Historical Financial Statements”) ), and (iiiii) the unaudited consolidated balance sheet of the Purchaser Business as of September 30January 31, 20082018, and the related unaudited condensed consolidated statements of operations income of the Purchaser, together with all related notes and schedules thereto Business for the one month period then ended (collectively referred to herein as the “Purchaser Interim Financial Statements” and, together with the Historical Financial Statements, the “Financial Statements”). The Purchaser Financial Statements and the Purchaser Interim Financial Statements (Ii) were prepared in accordance with the books of account and other financial records of the Purchaser and the Purchaser SubsidiariesIBEX Corp., (IIii) present fairly in all material respects the consolidated financial condition and results of operations of the Purchaser and the Purchaser Subsidiaries Business as of the dates thereof or for the periods covered thereby, except in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (IIIiii) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of IBEX Corp. (subject, in the Purchaser case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of the Business and the Purchaser Subsidiariesresults of the operations of the Business as of the dates thereof or for the periods covered thereby. The balance sheet of the Business as of January 31, 2018 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date.” (b) Since December 31, 2005, there has been no change in any The books of account and other financial records of the significant accounting policies, practices or procedures to the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that Business: (i) transactions are executed reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with management’s general or specific authorization; GAAP applied on a basis consistent with the past practices of IBEX Corp., (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statementsall material respects complete and correct, and (B) to maintain accountability for assets; do not contain or reflect any material inaccuracies or discrepancies and (iii) access to assets is permitted only have been maintained in accordance with management’s general or specific authorization; good business and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesaccounting practices.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True and complete copies of (i) the Reference Statement of Net Assets, (ii) the audited consolidated balance sheet of the Seller for each of the three fiscal years ended as of December 3128, 20052002, December 3129, 2006 2001 and December 3130, 20072000, and the related audited consolidated statements of operationsincome and retained earnings, stockholders' equity and cash flows, and shareholders’ equity flows of the PurchaserSeller for the fiscal years then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants Seller's Accountants (collectively referred to herein as the “Purchaser "Financial Statements”") and (iii) the unaudited consolidated balance sheet of the Purchaser Seller as of September 3027, 20082003, and the related unaudited condensed consolidated statements of operations income and retained earnings of the Purchaser, together with all related notes and schedules thereto Seller (collectively referred to herein as the “Purchaser "Interim Financial Statements”") have been delivered by the Seller to the Purchaser. The Reference Statement of Net Assets (i) was prepared in accordance with the books of account and other financial records of the Seller, (ii) presents fairly the financial condition of the Business as of the date thereof (except that it excludes the Excluded Assets and Excluded Liabilities), (iii) has been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Seller (except that it excludes the Excluded Assets and Excluded Liabilities and subject to the absence of footnote disclosures and year-end adjustments). The Purchaser Financial Statements and the Purchaser Interim Financial Statements Statement (Ii) were prepared in accordance with the books of account and other financial records of the Purchaser and the Purchaser SubsidiariesSeller, (IIii) present fairly in all material respects the consolidated financial condition and results of operations of the Purchaser and the Purchaser Subsidiaries Seller as of the dates thereof or for the periods covered thereby, except in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (IIIiii) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Purchaser Seller and (subject, in the Purchaser Subsidiariescase of the Interim Financial Statements, to the absence of footnote disclosures and year-end adjustments). (b) Since December 31, 2005, there has been no change in any The books of account and other financial records of the significant accounting policies, practices or procedures to the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that Seller: (i) transactions are executed reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with management’s general or specific authorization; GAAP applied on a basis consistent with the past practices of the Seller, (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statementsall material respects complete and correct, and (B) to maintain accountability for assets; do not contain or reflect any material inaccuracies or discrepancies and (iii) access to assets is permitted only have been maintained in accordance with management’s general or specific authorization; good business and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesaccounting practices.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True and complete copies of (i) the audited consolidated balance sheet sheets of the Seller Nautilus Offshore Services Inc., which consolidates Nautilus and the Subsidiaries, for each of the three two fiscal years ended as of December 31, 2005, December 31, 2006 2013 and December 31, 2007, 2014 and the related audited consolidated statements of operationsincome, stockholders' equity and cash flows, and shareholders’ equity of the Purchaser, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants flows (collectively referred to herein as the “Purchaser "Financial Statements”") and (iii) the unaudited consolidated balance sheet of the Purchaser as of September Nautilus Offshore Services Inc., which consolidates Nautilus and the Subsidiaries, dated June 30, 2008, 2015 (the "Reference Balance Sheet") and the related unaudited condensed consolidated statements of operations of income, stockholders' equity and cash flows for the Purchasersix-month period ended June 30, together with all related notes and schedules thereto 2015 (collectively referred to herein as the “Purchaser "Interim Financial Statements”). ") have been delivered by the Sellers to the Buyer and are attached hereto as Schedule B. The Purchaser Financial Statements and Statements, the Purchaser Interim Financial Statements (including the Reference Balance Sheet) (I) were prepared in accordance with the books of account and other financial records of the Purchaser Nautilus Offshore Services Inc., Nautilus and the Purchaser Subsidiaries, (II) present fairly in all material respects the consolidated financial condition and results of operations of the Purchaser Nautilus Offshore Services Inc., Nautilus and the Purchaser Subsidiaries as of the dates thereof or for the periods covered thereby, except in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (III) have been prepared in accordance with GAAP GAAP, in all material respects, applied on a basis consistent with the past practices of the Purchaser Nautilus Offshore Services Inc. The Financial Statements and Interim Financial Statements accurately reflected the consolidated financial condition and results of operation of Nautilus, Nautilus Offshore Services Inc. and the Purchaser Subsidiaries. (b) Since December 31Subsidiaries in all material respects as of the dates and for the period indicated therein. Nautilus and the Subsidiaries have been operated in the ordinary course of business consistent with past practice since the date of the Interim Financial Statements, 2005, and there has been no change in any Material Adverse Effect since the date of the significant accounting policies, practices or procedures to the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (B) to maintain accountability for assets; (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 existing assets at reasonable intervals and appropriate action is taken with respect to any differencesInterim Financial Statements.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include Seller (i) has delivered to Buyer true and complete copies of the audited unaudited consolidated balance sheet of the Seller for each of the three two fiscal years ended as of December 31June 30, 2005, December 31, 2006 2008 and December 31, 20072009, and the related audited consolidated unaudited statements of operations, cash flows, and shareholders’ equity income of the Purchaser, together with all related notes and schedules theretoSeller, accompanied by the reports thereon of the PurchaserSeller’s independent accountants (collectively referred to herein as the “Purchaser Financial Statements”) ), and (iiiii) has delivered to Buyer true and complete copies of the unaudited consolidated balance sheet of each of the Purchaser as of September Somni Entities for the fiscal years ended June 30, 2008, 2008 and 2009 and the related unaudited condensed consolidated statements of operations income for the period then ending (such unaudited balance sheets and statements of the Purchaserincome, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser Interim Somni Financial Statements”). The Purchaser Financial Statements and the Purchaser Interim Somni Financial Statements (Ii) were prepared in accordance with the books of account and other financial records of Seller and each of the Purchaser and the Purchaser SubsidiariesSomni Entities, (IIii) are complete and accurate in all material respects, (iii) present fairly in all material respects the consolidated financial condition and results of operations of Seller and each of the Purchaser and the Purchaser Subsidiaries Somni Entities as of the dates thereof or for the periods covered thereby, except in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (IIIiv) have been were prepared in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Purchaser Seller and the Purchaser Subsidiaries. (b) Since December 31, 2005, there has been no change in any each of the significant accounting policies, practices or procedures to Somni Entities (with the Purchaser or exception that the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that (i) transactions are executed Somni Financial Statements lack certain information and footnote disclosures normally included in financial statements prepared in accordance with management’s general or specific authorization; (iiU.S. GAAP) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (Bv) include all adjustments (consisting only of normal recurring accruals) that are necessary to maintain accountability present fairly in all material respects the financial condition of Seller and each of the Somni Entities and the results of the operations of Seller and each of the Somni Entities as of the dates thereof or for assets; (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 periods covered thereby. For purposes of this Amendment, “2009 Balance Sheets” mean the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesBalance Sheets of each of the Somni Entities as of June 30, 2009 included within the Somni Financial Statements.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True and complete copies of (i) the Reference Statement of Net Assets, (ii) the audited consolidated balance sheet of the Seller each Company for each of the three fiscal years ended as of December 31, 2005, December 31, 2006 and December 31, 20072014, and the related audited consolidated statements of operationsincome, cash flowsretained earnings, and shareholders’ equity and changes in financial position of the Purchasereach Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants Sellers’ Accountants (collectively referred to herein as the “Purchaser Financial Statements”) and (iii) the unaudited consolidated balance sheet of the Purchaser each Company as of September 30March 31, 20082015, or as of any other date as agreed to by the Sellers and the Purchaser, and the related unaudited condensed consolidated statements of operations income, retained earnings, shareholders’ equity and changes in financial position of the Purchasereach Company, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser Interim Financial Statements”)) are set forth in Section 3.08 of the Disclosure Schedule. The Purchaser Reference Statement of Net Assets (A) was prepared in accordance with the books of account and other financial records of each Company, (B) presents fairly the consolidated financial condition of each Company as of the date thereof, (C) has been prepared in accordance with GAAP applied on a basis consistent with the past practices of each Company, and (D) includes all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Business as of the date thereof. The Financial Statements and the Purchaser Interim Financial Statements Statements, as applicable, (I) were prepared in accordance with the books of account and other financial records of the Purchaser and the Purchaser Subsidiarieseach Company, (II) present fairly in all material respects the consolidated financial condition and results of operations of the Purchaser and the Purchaser Subsidiaries each Company as of the dates thereof or for the periods covered thereby, except in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (III) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of each Company, and (IV) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the Purchaser consolidated financial condition of each Company and the Purchaser Subsidiariesresults of the operations of each Company as of the dates thereof or for the periods covered thereby. (b) Since The books of account and other financial records of each Company: (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with GAAP applied on a basis consistent with the past practices of each Company, respectively, (ii) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in accordance with good business and accounting practices. (c) True and complete copies of certain operating data of each Company for each of the fiscal years ended as of December 31, 20052012, there has been no change December 31, 2013 and December 31, 2014 as requested in any of writing by the significant accounting policies, practices or procedures Purchaser prior to the Purchaser or date of this Agreement (collectively, the Purchaser Subsidiaries“Operating Data”) have been delivered by the Sellers to the Purchaser. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that (i) transactions are executed Operating Data were prepared in accordance with management’s general or specific authorization; (ii) transactions the books of account and other financial records of each Company and are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, all material respects complete and (B) to maintain accountability for assets; (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 existing assets at reasonable intervals and appropriate action is taken with respect to any differencescorrect.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True and complete copies of (i) the audited consolidated balance sheet sheets of the Seller Company for each of the three fiscal years ended as of December 31, 2003, 2004 and 2005, December 31, 2006 and December 31, 2007, and the related audited consolidated statements of operations, cash flows, flows and shareholdersstatements of members’ equity of the Purchaserdeficit, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants Sellers’ Accountants (collectively referred to herein as the “Purchaser Financial Statements”) and (iiiii) the unaudited consolidated balance sheet of the Purchaser Company as of September April 30, 20082006, and the related unaudited condensed consolidated statements statement of operations and cash flows of the PurchaserCompany for the three month period then ended, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser Interim Financial Statements”)) have been delivered by the Company to the Buyer. The Purchaser Financial Statements and the Purchaser Interim Financial Statements (Ii) were prepared in accordance with the books of account and other financial records of the Purchaser Company and the Purchaser Subsidiaries, (IIii) present fairly in all material respects the consolidated financial condition and condition, results of operations operations, cash flows, changes in members’ deficit and net assets, as the case may be, of the Purchaser Company and the Purchaser Subsidiaries as of the dates thereof or for the periods covered thereby, except subject in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject Statements, to normal and recurring year-end adjustmentsadjustments (the effect of which will not, individually or in the aggregate, be materially adverse to the Company and its Subsidiaries taken as a whole), and (IIIiii) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Purchaser Company and the Purchaser Subsidiaries, except as disclosed in the notes thereto and, with respect to the Interim Financial Statements, except for any absence of notes thereto. (b) Since December 31, 2005, there has been no change in any The books of account and other financial records of the significant accounting policies, practices or procedures to Company and the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that : (i) transactions are executed reflect in all material respects all items of income and expense and all Assets and Liabilities required to be reflected therein in accordance with management’s general or specific authorization; GAAP applied on a basis consistent with the past practices of the Company and the Subsidiaries, respectively, and (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statementsall material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies. (Bc) Section 4.07(c) of the Company Disclosure Letter sets forth a complete list of all Company Debt, including the amount owed to maintain accountability for assets; (iiieach Company Lender as of the date of this Agreement. Except as disclosed in Section 4.07(c) access to assets of the Company Disclosure Letter, there is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesno other outstanding Company Debt.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True and complete copies of (i) the audited consolidated Reference Statement of Net Assets and (ii) the balance sheet sheets of the Seller for each of the three fiscal years ended Purchased Distribution Center and Purchased Store as of December 3128, 2002, January 3, 2004 and January 1, 2005, December 31, 2006 and December 31, 2007, and the related audited consolidated statements of operations, cash flows, income and shareholders’ stockholder’s equity of the Purchaser, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants (collectively referred to herein as the “Purchaser Financial Statements”) and (iii) the unaudited consolidated balance sheet of the Purchaser as of September 30, 2008, and the related unaudited condensed consolidated statements of operations of the Purchaser, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser Interim Financial Statements”), have been delivered by the Seller to the Purchaser. The Purchaser Financial Statements Reference Statement of Net Assets (i) was prepared in accordance with the books of account and other financial records of the Purchaser Interim Seller, (ii) presents fairly, in all material respects, the financial position of the Purchased Business as of the date thereof (except that it excludes the Excluded Assets and Excluded Liabilities), (iii) has been prepared in accordance with subsection (iii) of the following sentence, applied on a basis consistent with the past practices of the Seller (except that it excludes the Excluded Assets and Excluded Liabilities), and (iv) includes, all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the financial position of the Purchased Business as of the date thereof. The Financial Statements (Ii) were prepared in accordance with the books of account and other financial records of the Purchaser and the Purchaser SubsidiariesSeller, (IIii) present fairly fairly, in all material respects respects, the consolidated financial condition position and results of operations of the Purchaser and the Purchaser Subsidiaries Purchased Business as of the dates thereof or for the periods covered thereby, except in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (IIIiii) have been prepared in accordance with GAAP, except as set forth in Section 3.04(a) of the Disclosure Schedule (the “GAAP Exceptions”), applied on a basis consistent with the past practices of the Purchaser Seller and (iv) include all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the financial position of the Purchased Business and the Purchaser Subsidiariesresults of the operations of the Purchased Business as of the dates thereof or for the periods covered thereby. (b) Since December 31, 2005, there has been no change in any The books of account and other financial records of the significant accounting policies, practices or procedures to the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that Purchased Business: (i) transactions are executed reflect, in all material respects, all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with management’s general or specific authorizationGAAP, except for the GAAP Exceptions applied on a basis consistent with the past practices of the Seller; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statementsall material respects complete and correct, and (B) to maintain accountability for assetsdo not contain or reflect any material inaccuracies or discrepancies; and (iii) access to assets is permitted only have been maintained in accordance with management’s general or specific authorization; and (iv) GAAP, except for the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesGAAP Exceptions.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True and complete copies of (i) the audited consolidated balance sheet of the Seller Company for each of the three fiscal years ended as of December 31June 30, 20052012, December 31, 2006 2013 and December 31, 20072014, and the related audited consolidated statements of operationsincome, cash flowsretained earnings, and shareholders’ equity and changes in financial position of the PurchaserCompany, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants of the Company (collectively referred to herein as the “Purchaser Financial Statements”) and (iiiii) the unaudited consolidated balance sheet of the Purchaser Company as of September 30December 31, 20082014, and the related unaudited condensed consolidated statements of operations income, retained earnings, shareholders’ equity and changes in financial position of the PurchaserCompany, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser Interim Financial Statements”)) have been delivered by the Sellers to the Purchaser. The Purchaser Financial Statements and the Purchaser Interim Financial Statements (I) were prepared in accordance with the books of account and other financial records of the Purchaser Company and the Purchaser Subsidiaries, (II) present fairly in all material respects the consolidated financial condition and results of operations of the Purchaser Company and the Purchaser Subsidiaries as of the dates thereof or for the periods covered thereby, except in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (III) have been prepared in accordance with GAAP Accounting Standards applied on a basis consistent with the past practices of the Purchaser Company and the Purchaser Subsidiaries, and (IV) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Company and the Subsidiaries and the results of the operations of the Company and the Subsidiaries as of the dates thereof or for the periods covered thereby. (b) Since December 31, 2005, there has been no change in any The books of account and other financial records of the significant accounting policies, practices or procedures to Company and the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that : (i) transactions are executed reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with management’s general or specific authorization; Accounting Standards applied on a basis consistent with the past practices of the Company and the Subsidiaries, respectively, (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statementsall material respects complete and correct, and (B) to maintain accountability for assets; do not contain or reflect any material inaccuracies or discrepancies and (iii) access to assets is permitted only have been maintained in accordance with management’s general or specific authorization; good business and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesaccounting practices.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True and complete copies of (i) the Reference Statement of Net Assets, (ii) the audited consolidated balance sheet of the Seller Company for each of the three fiscal years ended as of December 31, 2005, December 31, 2006 and December 31, 2007years, and the related audited consolidated statements of operationsincome, stockholders' equity and changes in cash flows, and shareholders’ equity flows of the PurchaserCompany, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants Company Accountants (collectively referred to herein as the “Purchaser "Financial Statements”") and (iii) the unaudited consolidated balance sheet statements of income, stockholders' equity and changes in cash flows of the Purchaser as of Company for the 11-month period ended September 30, 2008, and the related unaudited condensed consolidated statements of operations of the Purchaser, together with all related notes and schedules thereto 2006 (collectively referred to herein as the “Purchaser "Interim Financial Statements”)") have been delivered by the Company to Parent. The Purchaser Reference Statement of Net Assets (i) was prepared in accordance with the books of account and other financial records of the Company and the Subsidiaries, (ii) presents fairly the consolidated financial condition of the Company and the Subsidiaries as of the date thereof, (iii) except with respect to the absence of notes thereto, has been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Company and the Subsidiaries, and (iv) includes all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Business as of the date thereof (taking into account the Pre-Effective Carve-out Transactions), except, in each case, that the Reference Statement of Net Assets does not reflect any changes after July 31, 2006 to the deferred Tax asset accounts or related changes to the income Tax liability accounts. The Financial Statements and the Purchaser Interim Financial Statements (Ii) were prepared in accordance with the books of account and other financial records of the Purchaser Company and the Purchaser Subsidiaries, (IIii) present fairly in all material respects the consolidated financial condition and results of operations of the Purchaser Company and the Purchaser Subsidiaries as of the dates thereof or for the periods covered thereby, (iii) except in the case of the Purchaser Interim Financial Statements for with respect to the absence of notes thereto and subject to normal and recurring year-end adjustmentsthe Interim Financial Statements, and (III) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Purchaser Company and the Purchaser SubsidiariesSubsidiaries and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Company and the Subsidiaries and the results of the operations of the Company and the Subsidiaries as of the dates thereof or for the periods covered thereby, except, in each case, that the Interim Financial Statements do not reflect any changes after July 31, 2006 to the deferred Tax asset accounts or related changes to the income Tax liability accounts. The Pre-Effective Carve-Out Transactions set forth in Exhibit B hereto are a substantially complete and accurate summary of all the material transactions executed prior to the date hereof by the Company and the Principal Stockholders in order to carve-out the non-Business related assets of the Company prior to the Merger. (b) Since December 31, 2005, there has been no change in any The books of account and other financial records of the significant accounting policies, practices or procedures to Company and the Purchaser or Subsidiaries underlying the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that Financial Statements: (i) transactions are executed to the knowledge of the Company and the Principal Stockholders, reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with management’s general or specific authorization; GAAP applied on a basis consistent with the past practices of the Company and the Subsidiaries, respectively, (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles all material respects complete and correct, and do not contain or reflect any other criteria applicable to such statementsmaterial inaccuracies or discrepancies, and (B) to maintain accountability for assets; (iii) access do not reflect any changes after July 31, 2006 to assets is permitted only in accordance with management’s general the deferred Tax asset accounts or specific authorization; and (iv) related changes to the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesincome Tax liability accounts.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True and complete copies of (i) the audited consolidated balance sheet of the Seller Company for each of the three fiscal years ended as of December 31, 20051995, December 31, 2006 1994 and December 31, 20071993, and the related audited consolidated statements of operationsincome, retained earnings, stockholders' equity and cash flows, and shareholders’ equity flows of the PurchaserCompany, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants Company's Accountants (collectively referred to herein as the “Purchaser "Financial Statements”") and (iiiii) the unaudited consolidated balance sheet of the Purchaser Company as of September 30, 20081996 (the "Interim Balance Sheet"), and the related unaudited condensed consolidated statements of operations income, retained earnings, stockholders' equity and cash flows of the PurchaserCompany, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser "Interim Financial Statements”)Statement") have been made available or delivered by the Company to Parent. The Purchaser Financial Statements and the Purchaser Interim Financial Statements Statement (Ii) were prepared in accordance with the books of account and other financial records of the Purchaser and the Purchaser SubsidiariesCompany, (IIii) present fairly in all material respects the consolidated financial condition and results of operations of the Purchaser Company and the Purchaser Subsidiaries as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Company and (iv) include all material adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Company and the Subsidiaries and the results of the operations of the Company and the Subsidiaries as of the dates thereof or for the periods covered thereby, except in that the case of the Purchaser unaudited Interim Financial Statements for the absence of notes thereto and Statement wasand is subject to normal and recurring year-end adjustments, adjustments which were or were not expected to be material in amount. (b) The books of account and other financial records of the Company and the Subsidiaries: (IIIi) have been prepared reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Purchaser Company and the Purchaser Subsidiaries. , respectively, (bii) Since December 31are in all material respects complete and correct, 2005, there has and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been no change in any of the significant accounting policies, practices or procedures to the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that (i) transactions are executed maintained in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted good business and accounting principles or any other criteria applicable to such statements, and (B) to maintain accountability for assets; (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 existing assets at reasonable intervals and appropriate action is taken with respect to any differencespractices.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True and complete copies of (i) the Interim Statement of Net Assets as set forth in Section 3.04 of the Disclosure Schedule, (ii) the audited consolidated balance sheet of the Seller for each of the three two fiscal years ended as of December 31November 30, 2005, December 31, 2006 2003 and December 31, 20072002 respectively, and the related audited consolidated statements of operationsincome, cash flows, stockholders' equity and shareholders’ equity cashflows of the PurchaserSeller, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants Seller's Accountants and Seller's Prior Accountants (collectively referred to herein as the “Purchaser "Financial Statements”") and (iii) the unaudited consolidated balance sheet of the Purchaser Seller as of September 30February 29, 20082004, and the related unaudited condensed consolidated statements of operations income, stockholders' equity and cashflows of the Purchaser, together with all related notes and schedules thereto Seller (collectively referred to herein as the “Purchaser "Interim Financial Statements”)") have been delivered by the Seller to the Purchaser. The Purchaser Interim Statement of Net Assets (i) was prepared in accordance with the books of account and other financial records of the Seller, (ii) presents fairly, in all material respects, the Net Assets of the Business as of the date thereof (except that it excludes the Excluded Assets and Excluded Liabilities), (iii) has been prepared in accordance with GAAP, and (iv) includes all adjustments that are necessary for a fair presentation of the financial condition of the Business as of the date thereof. The Financial Statements and the Purchaser Interim Financial Statements Statement (Ii) were prepared in accordance with the books of account and other financial records of the Purchaser and the Purchaser SubsidiariesSeller, (IIii) present fairly fairly, in all material respects respects, the consolidated financial condition and results of operations of the Purchaser and the Purchaser Subsidiaries Business as of the dates thereof or for the periods covered thereby, except in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (IIIiii) have been prepared in accordance with GAAP applied on a basis consistent with and (iv) in the past practices case of the Purchaser Interim Statement of Net Assets, include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of the Business and the Purchaser Subsidiariesresults of the operations of the Business as of the dates thereof or for the periods covered thereby. (b) Since December 31, 2005, there has been no change in any The books of account and other financial records of the significant accounting policies, practices or procedures to the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that Seller in all material respects: (i) transactions are executed reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with management’s general or specific authorization; GAAP, (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statementscomplete and correct, and (B) to maintain accountability for assets; do not contain or reflect any material inaccuracies or discrepancies and (iii) access to assets is permitted only have been maintained in accordance with management’s general good business and accounting practices. (c) The Sellers have the parts that it believes are reasonably necessary to fulfill its contractual obligations to repair products sold by the Business prior to the Closing. There are no material liabilities relating to obligations under the Assumed Contracts for the provision of training or specific authorization; technical support, other than liabilities that are reflected on the Interim Statement of Net Assets and (iv) will be reflected on the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesClosing Statement of Net Assets.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True ---------------------------------------- and complete copies of (i) the audited consolidated balance sheets of the Company for each of the two fiscal years ended as of December 31, 1998 and December 31, 1999, and the related audited consolidated statements of operations and cash flows of the Company, (ii) the audited consolidated balance sheet of Rhode Island Corporation for the Seller fiscal year ended December 31, 1997 and the related audited consolidated statements of operations and cash flows of Rhode Island Corporation, together with all related notes and schedules thereto, and (iii) the audited consolidated balance sheets of NCOC for each of the three fiscal years ended as of December 31, 20051997, December 31, 2006 1998 and December 31, 2007, 1999 and the related audited consolidated statements of operations, operations and cash flows, and shareholders’ equity flows of the Purchaser, NCOC; in each case together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants Arthxx Xxxexxxx XXX (collectively referred to herein as the “Purchaser "Financial Statements”") and (iiiiv) the unaudited -------------------- consolidated balance sheet of (A) the Purchaser Company as of September June 30, 20082000, and the related unaudited condensed consolidated statements statement of operations operations, together with all related notes and schedules thereto (the "June 30 Balance Sheet") and (B) NCOC as of September --------------------- 30, 2000, and the Purchaserrelated consolidated statement of operations, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser "Interim Financial Statements”"), have been made available by the Company to the ---------------------------- Purchaser. The Purchaser Financial Statements and the Purchaser Interim Financial Statements (Iincluding the related notes and schedules thereto) (x) were prepared in accordance with the books of account and other financial records of the Purchaser Company, NCOC and the Purchaser SubsidiariesRhode Island Corporation, as applicable, (IIy) present fairly fairly, in all material respects respects, the consolidated financial condition and results of operations of the Purchaser Company and the Purchaser Company Subsidiaries and NCOC, as applicable, as of the dates thereof or for the periods covered thereby, except subject, in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject unaudited financial statements, to normal and recurring year-end adjustments, and (IIIz) have been prepared in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Purchaser and Company, except as noted in the Purchaser Subsidiariesopinion of Arthxx Xxxexxxx XXX for financial statements of Rhode Island Corporation. (b) Since December 31, 2005, there has been no change in any The books of account and other financial records of the significant accounting policies, practices or procedures to Company and the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that Company Subsidiaries (i) transactions are executed in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (ii) have been maintained in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted good business and accounting principles or any other criteria applicable to such statements, practices and (B) to maintain accountability for assets; (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 existing assets at reasonable intervals and appropriate action is taken with respect to any differencesU.S. GAAP.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True and complete copies of (i) the audited consolidated balance sheet of the Seller Company for each of the three fiscal years ended as of December March 31, 2005, December 31, 2006 and December 31, 2007, 2007 and the related audited consolidated statements of operationsincome, retained earnings, stockholders' equity and cash flows, and shareholders’ equity flows of the PurchaserCompany, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants Company's Accountants (collectively referred to herein as the “Purchaser "Company Financial Statements”") and (iiiii) the unaudited consolidated balance sheet of the Purchaser Company as of September 30December 31, 20082007 (the "Company Interim Balance Sheet"), and the related unaudited condensed consolidated statements of operations income, retained earnings, stockholders' equity and cash flows of the PurchaserCompany, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser "Company Interim Financial Statements”)Statement") have been made available or delivered by the Company to Apro. The Purchaser Company Financial Statements and the Purchaser Company Interim Financial Statements Statement (Ii) were prepared in accordance with the books of account and other financial records of the Purchaser and the Purchaser SubsidiariesCompany, (IIii) present fairly in all material respects the consolidated financial condition and results of operations of the Purchaser Company and the Purchaser Subsidiaries as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Company and (iv) include all material adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Company and the Subsidiaries and the results of the operations of the Company and the Subsidiaries as of the dates thereof or for the periods covered thereby, except in that the case of the Purchaser unaudited Company Interim Financial Statements for the absence of notes thereto Statement was and is subject to normal and recurring year-end adjustments, adjustments which were or were not expected to be material in amount. (b) The books of account and other financial records of the Company and the Subsidiaries: (IIIi) have been prepared reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Purchaser Company and the Purchaser Subsidiaries. , respectively, (bii) Since December 31are in all material respects complete and correct, 2005, there has and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been no change in any of the significant accounting policies, practices or procedures to the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that (i) transactions are executed maintained in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted good business and accounting principles or any other criteria applicable to such statements, and (B) to maintain accountability for assets; (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 existing assets at reasonable intervals and appropriate action is taken with respect to any differencespractices.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True and complete copies of (i) the audited consolidated Reference Statement of Net Assets and (ii) the balance sheet sheets of the Seller for each of the three fiscal years ended Purchased Distribution Center and Purchased Store as of December 3128, 2002, January 3, 2004 and January 1, 2005, December 31, 2006 and December 31, 2007, and the related audited consolidated statements of operations, cash flows, income and shareholders’ stockholder's equity of the Purchaser, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants (collectively referred to herein as the “Purchaser "Financial Statements”"), have been delivered by the Seller to the Purchaser. The Reference Statement of Net Assets (i) was prepared in accordance with the books of account and other financial records of the Seller, (ii) presents fairly, in all material respects, the financial position of the Purchased Business as of the date thereof (except that it excludes the Excluded Assets and Excluded Liabilities), (iii) the unaudited consolidated balance sheet has been prepared in accordance with subsection (iii) of the Purchaser following sentence, applied on a basis consistent with the past practices of the Seller (except that it excludes the Excluded Assets and Excluded Liabilities), and (iv) includes, all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the financial position of the Purchased Business as of September 30, 2008, and the related unaudited condensed consolidated statements of operations of the Purchaser, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser Interim Financial Statements”)date thereof. The Purchaser Financial Statements and the Purchaser Interim Financial Statements (Ii) were prepared in accordance with the books of account and other financial records of the Purchaser and the Purchaser SubsidiariesSeller, (IIii) present fairly fairly, in all material respects respects, the consolidated financial condition position and results of operations of the Purchaser and the Purchaser Subsidiaries Purchased Business as of the dates thereof or for the periods covered thereby, except in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (IIIiii) have been prepared in accordance with GAAP, except as set forth in Section 3.04(a) of the Disclosure Schedule (the "GAAP Exceptions"), applied on a basis consistent with the past practices of the Purchaser Seller and (iv) include all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the financial position of the Purchased Business and the Purchaser Subsidiariesresults of the operations of the Purchased Business as of the dates thereof or for the periods covered thereby. (b) Since December 31, 2005, there has been no change in any The books of account and other financial records of the significant accounting policies, practices or procedures to the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that Purchased Business: (i) transactions are executed reflect, in all material respects, all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with management’s general or specific authorizationGAAP, except for the GAAP Exceptions applied on a basis consistent with the past practices of the Seller; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statementsall material respects complete and correct, and (B) to maintain accountability for assetsdo not contain or reflect any material inaccuracies or discrepancies; and (iii) access to assets is permitted only have been maintained in accordance with management’s general or specific authorization; and (iv) GAAP, except for the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesGAAP Exceptions.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include Set forth in Section 4.07(a) of the Disclosure Schedule are true and complete copies of (i) the audited consolidated balance sheet of the Seller Company for each of the three fiscal years ended as of December 3128, 20052004, December 3130, 2006 2003 and December 31, 20072002, and the related audited consolidated statements of operationsincome, stockholders equity and comprehensive income (loss) and cash flows, and shareholders’ equity flow of the PurchaserCompany, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants Company Accountants (collectively referred to herein as the “Purchaser Audited Financial Statements”) ), and (iiiii) the unaudited consolidated balance sheet of the Purchaser Company as of September 30December 27, 2008, 2005 (the “Reference Balance Sheet”) and the related unaudited condensed consolidated statements of operations income, stockholders equity and comprehensive income (loss) and cash flow of the PurchaserCompany for the 52-week period ended December 27, together with all related notes and schedules thereto 2005 (collectively referred to herein as the “Purchaser Interim Financial Statements” and, together with the Audited Financial Statements and any other financial statements provided pursuant to Section 6.06(b) hereof (excluding the Period Board Reports), the “Financial Statements”). The Purchaser Financial Statements and Period Board Reports in a form typically delivered to the Purchaser Interim Board of Directors of the Company (the “Period Board Reports”) for each Fiscal Period following the date hereof as set forth in Section 6.06(b)(iv)(D) will be delivered by the Sellers to the Purchaser. (b) Except as set forth in Section 4.07(b) of the Disclosure Schedule, the Financial Statements (Ii) were were, or will be when furnished, prepared in accordance with the books of account and other financial records of the Purchaser Company and the Purchaser Subsidiaries, (IIii) present fairly fairly, in all material respects respects, the consolidated financial condition and results of operations of the Purchaser Company and the Purchaser Subsidiaries as of the dates thereof or for the periods covered thereby, except thereby in accordance with GAAP applied on a basis consistent with the case past practices of the Purchaser Interim Financial Statements for Company and the absence of notes thereto and subject to normal and recurring year-end adjustmentsSubsidiaries, and (IIIiii) have been been, or will be when furnished, prepared in accordance with GAAP applied on a basis consistent with the past practices of the Purchaser Company and the Purchaser Subsidiaries, provided that clauses (ii) and (iii) above are subject, in the case of the Interim Financial Statements and any quarterly financial statements provided in accordance with Section 6.06(b) hereof, to normal recurring year-end adjustments and the absence of notes, the effect of which, in the case of the Interim Financial Statements are not, individually or in the aggregate, material. The Period Board Reports were, or will be when furnished, in accordance with the books of account and other financial records of the Company and the Subsidiaries in a manner consistent with the Financial Statements and fairly present in all material respects the financial data included therein in accordance with GAAP on a basis consistent with that used in the Financial Statements, subject to normal recurring year-end adjustments and the absence of notes. (bc) Since December 31, 2005, there has been no change in any The books of account and other financial records of the significant accounting policies, practices or procedures to Company and the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that : (i) transactions are executed in all material respects true and complete and (ii) have been maintained in accordance with management’s general good business and accounting practices. (d) Except as set forth in Section 4.07(d) of the Disclosure Schedule, the Company and the Subsidiaries do not have any “off balance sheet arrangements”, as such term is defined in Item 303(a)(4) of Regulation S-K under the Securities Act. (e) None of the Company or specific authorization; any Subsidiary has (i) any Liability for deferred payments pursuant to the Company Leases related to revenue and/or profit sharing arrangements arising from revenue recognized or profits earned that are payable on an annual basis for 2005 and prior periods, (ii) transactions any indebtedness created by or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (including where the rights and remedies of the Sellers or lender under such agreement in the event of default are recorded as necessary (A) limited to permit preparation repossession or sale of financial statements such property), excluding trade accounts payable and other accrued current liabilities arising in conformity with generally accepted accounting principles or any other criteria applicable to such statementsthe ordinary course of business and excluding leases of the Company in effect on the date hereof, and (B) to maintain accountability for assets; (iii) access except with respect to assets is permitted only obligations under the Contracts listed in accordance with management’s general Exhibit I, any outstanding direct or specific authorization; and indirect guarantees of, or agreements through which any of them have assumed the liability to assure a creditor against non-payment of, any Liability or indebtedness of any other Person described in clauses (i) or (ii), or (iv) any Encumbrance on property (including accounts and contract rights) owned by such Person securing any Liability or indebtedness referred to in clauses (i) and (ii) above (or for which the recorded accountability holder of such Liability or indebtedness has an existing right, contingent or otherwise, to be secured by such property), even though such Person has not assumed or become liable for assets is compared the payment of such Liability or indebtedness; excluding in each case the following items appearing on consolidated balance sheets of the Company and the Subsidiaries in the ordinary course of business consistent with the existing assets at reasonable intervals past practice: “Closure Reserves”, “Insurance Reserves” and appropriate action is taken with respect to any differences“Deferred Items”.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True and complete copies of (i) the audited consolidated balance sheet of the Seller for each of the three fiscal years ended as of December 31, 20051996, December 31, 2006 1997, and December 31, 20071998, and the related audited consolidated statements of operationsincome, cash flowsretained earnings, stockholders' equity and shareholders’ equity changes in financial position of the PurchaserSeller, together with all related notes and schedules thereto, accompanied as compiled by the reports thereon of Seller's Accountant (collectively, the Purchaser’s independent accountants (collectively referred to herein as the “Purchaser Financial Statements”"FINANCIAL STATEMENTS") and (iiiii) the unaudited consolidated balance sheet of the Purchaser as of September 30, 2008, Reference Balance Sheet and the related unaudited condensed consolidated statements of operations income, retained earnings, stockholders' equity and changes in financial position of the Seller, as compiled by the Seller's Accountant (collectively, the "INTERIM FINANCIAL STATEMENTS"), have been delivered by the Seller to the Purchaser, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser Interim Financial Statements”). The Purchaser Financial Statements and the Purchaser Interim Financial Statements (Ii) were prepared in accordance with the books of account and other financial records of the Purchaser and the Purchaser SubsidiariesSeller, (IIii) present fairly in all material respects the consolidated financial condition and results of operations of the Purchaser and the Purchaser Subsidiaries Seller as of the dates thereof or for the periods covered thereby, (iii) except for treatment of fixed assets, which are depreciated on an income tax basis, as otherwise noted thereon and, in the case of the Purchaser Interim Financial Statements Statements, for the absence of notes thereto and subject to normal and recurring year-end adjustmentsadjustments that would not have a Material Adverse Effect, and (III) have been prepared in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Purchaser Seller and throughout the periods involved and (iv) will include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of the Seller and the Purchaser Subsidiariesresults of the operations of the Seller as of the dates thereof and for the periods covered thereby. (b) Since December 31, 2005, there has been no change in any The books of account and other financial records of the significant accounting policies, practices or procedures to the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that Seller: (i) transactions are executed reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with management’s general or specific authorization; U.S. GAAP applied on a basis consistent with the past practices of the Seller and throughout the periods involved, (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statementsall material respects complete and correct, and (B) to maintain accountability for assets; do not contain or reflect any material inaccuracies or discrepancies and (iii) access to assets is permitted only have been maintained in accordance with management’s general or specific authorization; good business and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesaccounting practices.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include (i) True and complete copies of the audited consolidated balance sheet of the Seller Company for each of the three fiscal years ended as of December 31, 20052003, December 312002, 2006 and December 31, 20072001, and the related audited consolidated statements of operationsincome, cash flowsretained earnings, stockholders' equity and shareholders’ equity changes in financial position of the PurchaserCompany, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants Deloitte & Touche (collectively referred to herein as the “Purchaser "Financial Statements”) "), and (iii) the unaudited consolidated balance sheet of the Purchaser Company as of September 30March 31, 20082004, and the related unaudited condensed consolidated statements of operations income, retained earnings, stockholders' equity and changes in financial position of the Purchaser, together with all related notes and schedules thereto Company (collectively referred to herein as the “Purchaser "Interim Financial Statements”)") have been delivered by the Company to Parent. The Purchaser Financial Statements and the Purchaser Interim Financial Statements (Ii) were prepared in accordance with the books of account and other financial records of the Purchaser Company and the Purchaser its Subsidiaries, (IIii) present fairly in all material respects the consolidated financial condition and results of operations of the Purchaser Company and the Purchaser its Subsidiaries as of the dates thereof or for the periods covered thereby, except in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (IIIiii) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Purchaser Company and its Subsidiaries subject, in the case of the Interim Financial Statements, to normal recurring year-end adjustments and that the Interim Financial Statements are delivered without notes, and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Company and its Subsidiaries and the Purchaser Subsidiariesresults of the operations of the Company and its Subsidiaries as of the dates thereof or for the periods covered thereby, subject, in the case of the Interim Financial Statements, to normal recurring year-end adjustments. (b) Since There are no Liabilities of the Company or its Subsidiaries, other than Liabilities (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) not required to be disclosed on financial statements prepared in accordance with GAAP or in the notes thereto, (iii) set forth in Section 3.07 of the Disclosure Schedule or (iv) incurred since December 31, 20052003 in the ordinary course of business, there has been no change in any consistent with past practice, of the significant accounting policiesCompany and its Subsidiaries and which do not have a Material Adverse Effect. (c) The Indebtedness of the Company and its Subsidiaries does not exceed $12,000,000. Alfred E. Mann has agreed with the Company that he will not convert axx xxxxxxxxx Xndebtedness held by him as of the Effective Time into Shares or other equity securities of the Company or its Subsidiaries. Other than Indebtedness between the Company and Alfred E. Mann or his affiliates, practices or procedures the Company and its Subsidiaries haxx xx Xxxxxxxxness to any person. For purposes of this Section 3.07(c), Indebtedness does not include ordinary course accounts payable of the Purchaser Company and its Subsidiaries owed to third parties that are not affiliates of Mr. Mann or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (B) to maintain accountability for assets; (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 existing assets at reasonable intervals and appropriate action is taken with respect to any differencesCompany.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True ---------------------------------------- and complete copies of (i) the audited consolidated balance sheets of the Company for each of the two fiscal years ended as of December 31, 1998 and December 31, 1999, and the related audited consolidated statements of operations and cash flows of the Company, (ii) the audited consolidated balance sheet of Rhode Island Corporation for the Seller fiscal year ended December 31, 1997 and the related audited consolidated statements of operations and cash flows of Rhode Island Corporation, together with all related notes and schedules thereto, and (iii) the audited consolidated balance sheets of NCOC for each of the three fiscal years ended as of December 31, 20051997, December 31, 2006 1998 and December 31, 2007, 1999 and the related audited consolidated statements of operations, operations and cash flows, and shareholders’ equity flows of the Purchaser, NCOC; in each case together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants Xxxxxx Xxxxxxxx LLP (collectively referred to herein as the “Purchaser "Financial Statements”") and (iiiiv) the unaudited -------------------- consolidated balance sheet of (A) the Purchaser Company as of September June 30, 20082000, and the related unaudited condensed consolidated statements statement of operations operations, together with all related notes and schedules thereto (the "June 30 Balance Sheet") and (B) NCOC as of September --------------------- 30, 2000, and the Purchaserrelated consolidated statement of operations, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser "Interim Financial Statements”"), have been made available by the Company to the ---------------------------- Purchaser. The Purchaser Financial Statements and the Purchaser Interim Financial Statements (Iincluding the related notes and schedules thereto) (x) were prepared in accordance with the books of account and other financial records of the Purchaser Company, NCOC and the Purchaser SubsidiariesRhode Island Corporation, as applicable, (IIy) present fairly fairly, in all material respects respects, the consolidated financial condition and results of operations of the Purchaser Company and the Purchaser Company Subsidiaries and NCOC, as applicable, as of the dates thereof or for the periods covered thereby, except subject, in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject unaudited financial statements, to normal and recurring year-end adjustments, and (IIIz) have been prepared in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Purchaser and Company, except as noted in the Purchaser Subsidiariesopinion of Xxxxxx Xxxxxxxx LLP for financial statements of Rhode Island Corporation. (b) Since December 31, 2005, there has been no change in any The books of account and other financial records of the significant accounting policies, practices or procedures to Company and the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that Company Subsidiaries (i) transactions are executed in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (ii) have been maintained in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted good business and accounting principles or any other criteria applicable to such statements, practices and (B) to maintain accountability for assets; (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 existing assets at reasonable intervals and appropriate action is taken with respect to any differencesU.S. GAAP.

Financial Information; Books and Records. (a) The Purchaser SEC Documents include True and complete copies of (i) the audited consolidated balance sheet unaudited statement of net assets of the Seller BPH Business for each of the three two fiscal years ended as of December 31, 2005, December 31, 2006 and December 31, 2007, and immediately prior to the related audited consolidated statements of operations, cash flows, and shareholders’ equity of the Purchaser, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants (collectively referred to herein as the “Purchaser Financial Statements”) and (iii) the unaudited consolidated balance sheet of the Purchaser as of September 30, 2008, date hereof and the related unaudited condensed consolidated statements of operations of the Purchaserincome and cash flows, together with all related notes and schedules thereto (collectively referred to herein as all such financial statements being the “Purchaser Financial Statements”) and (ii) the unaudited statement of net assets of the BPH Business as of the quarter ended immediately prior to the date hereof and the related unaudited statements of income and cash flows (all such financial statements being the “Interim Financial Statements”)) have been delivered by the Seller to the Purchaser. The Purchaser Financial Statements and the Purchaser Interim Financial Statements (IA) were prepared in accordance with the books of account and other financial records of the Purchaser and the Purchaser SubsidiariesSeller, (IIB) present fairly in all material respects the consolidated financial condition and results of operations of the Purchaser and the Purchaser Subsidiaries BPH Business as of the dates thereof or for the periods covered thereby, except in the case of the Purchaser Interim Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (IIIC) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Purchaser Seller in the preparation of its audited financial statements and (D) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition and the Purchaser Subsidiariesresults of operations of the BPH Business as of the dates thereof or for the periods covered thereby, subject in the case of the Interim Financial Statements to normal recurring year-end adjustments and the absence of footnotes. (b) Since December 31, 2005, there has been no change in any The books of account and other financial records of the significant accounting policies, practices or procedures Seller related to the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that BPH Business: (i) transactions are executed reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with management’s general or specific authorization; GAAP applied on a basis consistent with the past practices of the Seller in the preparation of its audited financial statements, (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statementsall material respects complete and accurate, and (B) to maintain accountability for assets; do not contain or reflect any material inaccuracies or discrepancies and (iii) access to assets is permitted only have been maintained in accordance with management’s general or specific authorization; good business and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesaccounting practices.