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

Financial Information; Books and Records. (a) The Seller 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 and comprehensive income of the Seller, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants (collectively referred to herein as the “Seller Financial Statements”) and (ii) the unaudited condensed consolidated balance sheet of the Seller as of September 30, 2008, and the related unaudited consolidated statements of operations and cash flows of the Seller, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule (collectively referred to herein as the “Business Financial Statements”). The Seller Financial Statements, the Seller Interim Financial Statements and the Business Financial Statements (I) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies, (II) present fairly in all material respects the consolidated financial condition and results of operations of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies as of the dates thereof or for the periods covered thereby, except in the case of the Seller Interim Financial Statements and the Business 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 Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies.

Financial Information; Books and Records. (a) The Seller 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 and comprehensive income of the SellerPurchaser, together with all related notes and schedules thereto, accompanied by the reports thereon of the SellerPurchaser’s independent accountants (collectively referred to herein as the “Seller Purchaser Financial Statements”) and (iiiii) the unaudited condensed consolidated balance sheet of the Seller Purchaser as of September 30, 2008, and the related unaudited condensed consolidated statements of operations and cash flows of the SellerPurchaser, together with all related notes and schedules thereto (collectively referred to herein as the “Seller Purchaser Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule (collectively referred to herein as the “Business Financial Statements”). The Seller Financial Statements, the Seller Interim Financial Statements and the Business Purchaser Interim Financial Statements (I) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries Purchaser and the Group CompaniesPurchaser Subsidiaries, (II) present fairly in all material respects the consolidated financial 31 condition and results of operations of the Seller, its subsidiaries, the Companies, the Subsidiaries Purchaser and the Group Companies Purchaser Subsidiaries as of the dates thereof or for the periods covered thereby, except in the case of the Seller Purchaser Interim Financial Statements and the Business 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 Seller, its subsidiaries, the Companies, the Subsidiaries Purchaser and the Group CompaniesPurchaser Subsidiaries.

Financial Information; Books and Records. (a) The Seller 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, and shareholders’ stockholders' equity and comprehensive income changes in financial position of the SellerCompany, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants Stockholders' Accountants (collectively referred to herein as the “Seller "Financial Statements”") and (ii) the unaudited condensed consolidated balance sheet of the Seller Company as of September April 30, 2008, 2000 and the related unaudited consolidated statements of operations and cash flows of the Seller, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule income (collectively referred to herein as the “Business "Interim Financial Statements”)") have been delivered by the Company to the Purchaser. The Seller Financial Statements, the Seller Interim Financial Statements and the Business Financial Statements Reference Balance Sheet (I1) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries Company and the Group CompaniesSubsidiaries, (II2) present fairly in all material respects the consolidated financial condition and results of operations of the Seller, its subsidiaries, the Companies, Company and the Subsidiaries and the Group Companies as of the dates thereof or for the periods covered thereby, except in the case of the Seller Interim Financial Statements and the Business 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 Seller, its subsidiaries, Company and the Companies, Subsidiaries (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 Group Companiesresults of the operations of the Company and the Subsidiaries as of the dates thereof or for the periods covered thereby.

Financial Information; Books and Records. (a) The Seller 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 and comprehensive income flows of the SellerSeller 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 Seller’s independent accountants 's Accountants (collectively referred to herein as the “Seller "Financial Statements”") and (ii) the unaudited consolidated condensed consolidated balance sheet of the Seller as of September 30May 4, 2008, 2002 (the "Interim Financial Statements Date") and the related unaudited consolidated condensed statements of operations and cash flows of the SellerSeller for the thirteen weeks ended the Interim Financial Statements Date, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule (collectively referred to herein as the “Business "Interim Financial Statements”)") have been delivered by the Seller to the Purchaser. The Seller Financial Statements, the Seller Interim Financial Statements and the Business Financial Statements (Ii) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries Seller and the Group CompaniesSubsidiaries, (IIii) present fairly in all material respects the consolidated financial condition and results of operations of the Seller, its subsidiaries, the Companies, Seller and the Subsidiaries and the Group Companies as of the dates thereof or for the periods covered thereby, except thereby in the case of the Seller Interim Financial Statements and the Business Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustmentsall material respects, and (IIIiii) have been prepared in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Seller, its subsidiaries, Seller and the Companies, 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 Group Companiesresults of the operations of the Seller and the Subsidiaries as of the dates thereof or for the periods covered thereby. The Interim Financial Statements (i) present fairly the consolidated financial condition and results of operations of the Seller and (ii) 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.

Financial Information; Books and Records. (a) The Seller 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 comprehensive income cashflows of the Seller, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants Accountants and Seller’s Prior Accountants (collectively referred to herein as the “Seller Financial Statements”) and (iiiii) the unaudited condensed consolidated balance sheet of the Seller as of September 30February 29, 20082004, and the related unaudited consolidated statements of operations and cash flows of the Seller, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 stockholders’ equity and cashflows of the Seller Disclosure Schedule (collectively referred to herein as the “Business Interim Financial Statements”)) have been delivered by the Seller to the Purchaser. The Seller Financial StatementsInterim 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 Seller Interim 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 Business Interim Financial Statements Statement (Ii) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies, (IIii) present fairly fairly, in all material respects respects, the consolidated financial condition and results of operations of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies Business as of the dates thereof or for the periods covered thereby, except in the case of the Seller Interim Financial Statements and the Business 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 SellerInterim Statement of Net Assets, its subsidiaries, include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the Companies, financial condition of the Subsidiaries Business and the Group Companiesresults of the operations of the Business as of the dates thereof or for the periods covered thereby.

Financial Information; Books and Records. (a) The Seller 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 comprehensive income changes in financial position of the Sellereach Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants Sellers’ Accountants (collectively referred to herein as the “Seller Financial Statements”) and (iiiii) the unaudited condensed consolidated balance sheet of the Seller 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 consolidated statements of operations income, retained earnings, shareholders’ equity and cash flows changes in financial position of the Sellereach Company, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule (collectively referred to herein as the “Business Interim Financial Statements”)) are set forth in Section 3.08 of the Disclosure Schedule. The Seller Financial StatementsReference 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 Seller Interim 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 Business Interim Financial Statements Statements, as applicable, (I) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companieseach Company, (II) present fairly in all material respects the consolidated financial condition and results of operations of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies each Company as of the dates thereof or for the periods covered thereby, except in the case of the Seller Interim Financial Statements and the Business 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 Seller, its subsidiaries, the Companies, the Subsidiaries consolidated financial condition of each Company and the Group Companiesresults of the operations of each Company as of the dates thereof or for the periods covered thereby.

Financial Information; Books and Records. (a) The Seller SEC Documents include (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 and comprehensive income of the Seller, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants (collectively referred to herein as the “Seller Financial Statements”) ), and (ii) has delivered to Buyer true and complete copies of the unaudited condensed consolidated balance sheet of each of the Seller as of September Somni Entities for the fiscal years ended June 30, 2008, 2008 and 2009 and the related unaudited consolidated statements of operations income for the period then ending (such unaudited balance sheets and cash flows statements of the Sellerincome, together with all related notes and schedules thereto (collectively the “Seller Interim Somni Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule (collectively referred to herein as the “Business Financial Statements”). The Seller Financial Statements, the Seller Interim Financial Statements and the Business Somni Financial Statements (Ii) were prepared in accordance with the books of account and other financial records of Seller and each of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group CompaniesSomni 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 Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies Somni Entities as of the dates thereof or for the periods covered thereby, except in the case of the Seller Interim Financial Statements and the Business 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 Seller and each of the Seller, its subsidiaries, Somni Entities (with the Companies, exception that the Subsidiaries Somni Financial Statements lack certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP) and (v) include all adjustments (consisting only of normal recurring accruals) that are necessary to present fairly in all material respects the financial condition of Seller and each of the Somni Entities and the Group Companiesresults of the operations of Seller and each of the Somni Entities as of the dates thereof or for the periods covered thereby. For purposes of this Amendment, “2009 Balance Sheets” mean the Balance 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 Prior to the date hereof, the Seller SEC Documents include 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 and comprehensive income flow statements of such Target Group Company for each of the Sellerfinancial 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 Seller’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 “Seller Financial Statements”) and (ii) the unaudited condensed consolidated balance sheet of the Seller as of September 30, 2008, and the related unaudited consolidated statements of operations and cash flows of the Seller, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule (collectively referred to herein as the “Business Financial Statements”). The Seller Financial StatementsTo Seller’s Knowledge, the Seller Interim Financial Statements and the Business Audited Financial Statements (Ix) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries and the each relevant Target Group CompaniesCompany, (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 Seller, its subsidiaries, the Companies, the Subsidiaries and the such Target Group Companies as of the dates thereof or Company for the periods covered thereby, except in the case of the Seller Interim Financial Statements and the Business 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 relevant Target Group Companies. To Seller, its subsidiaries’s Knowledge, the CompaniesFinancial 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 results 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 Subsidiaries 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 CompaniesCompany, (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.

Financial Information; Books and Records. (a) The Seller 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 and comprehensive income flows of the Seller, NCOC; in each case together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants Arthxx Xxxexxxx XXX (collectively referred to herein as the “Seller "Financial Statements”") and (iiiv) the unaudited condensed -------------------- consolidated balance sheet of (A) the Seller Company as of September June 30, 20082000, and the related unaudited consolidated statements statement of operations and cash flows of the Selleroperations, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business "June 30 Balance Sheet") and (B) NCOC as of September --------------------- 30, 20082000, and the related unaudited consolidated statement of incomeoperations, copies of which appear in Section 3.09 of the Seller Disclosure Schedule together with all related notes and schedules thereto (collectively referred to herein as the “Business "Interim Financial Statements”"), have been made available by the Company to the ---------------------------- Purchaser. The Seller Financial Statements, the Seller Interim Financial Statements and the Business 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 SellerCompany, its subsidiariesNCOC and Rhode Island Corporation, the Companies, the Subsidiaries and the Group Companiesas applicable, (IIy) present fairly fairly, in all material respects respects, the consolidated financial condition and results of operations of the Seller, its subsidiaries, Company and the Companies, the Company Subsidiaries and the Group Companies NCOC, as applicable, as of the dates thereof or for the periods covered thereby, except subject, in the case of the Seller Interim Financial Statements and the Business 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 SellerCompany, its subsidiaries, except as noted in the Companies, the Subsidiaries and the Group Companiesopinion of Arthxx Xxxexxxx XXX for financial statements of Rhode Island Corporation.

Financial Information; Books and Records. (a) The Seller 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, cash flows, and shareholders’ stockholders' equity and comprehensive income of the Seller, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants cash flows (collectively referred to herein as the “Seller "Financial Statements”") and (iiiii) the unaudited condensed consolidated balance sheet of the Seller as of September 30, 2008, and the related unaudited consolidated statements of operations and cash flows of the Seller, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business 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 consolidated statement statements of income, copies of which appear in Section 3.09 of stockholders' equity and cash flows for the Seller Disclosure Schedule six-month period ended June 30, 2015 (collectively referred to herein as the “Business "Interim Financial Statements”). ") have been delivered by the Sellers to the Buyer and are attached hereto as Schedule B. The Seller Financial Statements, the Seller Interim Financial Statements and (including the Business Financial Statements Reference Balance Sheet) (I) were prepared in accordance with the books of account and other financial records of the SellerNautilus Offshore Services Inc., its subsidiaries, the Companies, the Subsidiaries Nautilus and the Group CompaniesSubsidiaries, (II) present fairly in all material respects the consolidated financial condition and results of operations of the SellerNautilus Offshore Services Inc., its subsidiaries, the Companies, Nautilus and the Subsidiaries and the Group Companies as of the dates thereof or for the periods covered thereby, except in the case of the Seller Interim Financial Statements and the Business 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 SellerNautilus Offshore Services Inc. The Financial Statements and Interim Financial Statements accurately reflected the consolidated financial condition and results of operation of Nautilus, its subsidiaries, the Companies, Nautilus Offshore Services Inc. and the Subsidiaries in all material respects as of the dates and for the period indicated therein. Nautilus and the Group CompaniesSubsidiaries have been operated in the ordinary course of business consistent with past practice since the date of the Interim Financial Statements, and there has been no Material Adverse Effect since the date of the Interim Financial Statements.

Financial Information; Books and Records. (a) The Seller SEC Documents include True, complete and correct copies of (i) the audited consolidated balance sheet of the Seller Company and the Company Subsidiary for each of the three two fiscal years ended as of December 31, 2005, December 31, 2006 2005 and December 31, 20072004, and the related audited consolidated statements of operationsincome, retained earnings and cash flows, and shareholders’ equity and comprehensive income flows of the SellerCompany and the Company Subsidiary, together with all related notes and schedules thereto, accompanied by the reports thereon of the SellerCompany’s independent accountants (collectively referred to herein as the “Seller Audited Financial Statements”) and (ii) the unaudited condensed consolidated balance sheet of the Seller as of September 30, 2008, and the related unaudited consolidated statements of operations income, retained earnings and cash flows of the SellerCompany and the Company Subsidiary, together with all related notes and schedules thereto thereto, for the three (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 303) months ended March 31, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule 2006 (collectively referred to herein as the “Business Interim Financial Statements”). The Seller , and, together with the Audited Financial Statements, the Seller Interim “Financial Statements and Statements”) have been delivered by the Business Parent to Acquiror. The Financial Statements (Ii) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries Company and the Group CompaniesCompany Subsidiary, true and correct copies of which were made available to Acquiror, (IIii) fairly present fairly in all material respects the consolidated financial condition and results of operations of the Seller, its subsidiaries, the Companies, the Subsidiaries Company and the Group Companies Company Subsidiary as of the dates thereof or for the periods covered therebythereby (except as otherwise noted therein and subject, except in the case of the Seller Interim Financial Statements and the Business Financial Statements for the absence of notes thereto and subject unaudited statements, to normal and recurring year-end adjustmentsadjustments and the absence of footnotes), and (IIIiii) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Seller, its subsidiaries, the Companies, the Subsidiaries Company and the Group CompaniesCompany Subsidiary (except for the absence of footnotes in the Interim Financial Statements).

Financial Information; Books and Records. (a) The Seller SEC Documents include True and complete copies of (i) the Chinese Statuary audited consolidated balance sheet of the Seller Xinan for each of the three fiscal years ended as of December 31, 2004, 2005, December 31, 2006 and December 31, 20072006, and the related audited consolidated statements of operationsincome, cash flowsretained earnings, and shareholdersstockholders’ equity and comprehensive income changes in financial position of the Seller, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants Xinan. (collectively referred to herein as the “Seller Financial Statements”) and (ii) the unaudited condensed consolidated balance sheet of the Seller Xinan as of September 30August 31, 20082007, and the related unaudited consolidated statements of operations income, retained earnings, stockholders’ equity and cash flows changes in financial position of the SellerXinan, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule (collectively referred to herein as the “Business Interim Financial Statements”)) have been delivered by the Xinan to AOBO. The Seller Financial Statements, the Seller Interim Financial Statements and the Business Financial Statements Reference Balance Sheet (Ii) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group CompaniesXinan, (IIii) present fairly in all material respects the consolidated financial condition and results of operations of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies Xinan as of the dates thereof or for the periods covered thereby, except in the case of the Seller Interim Financial Statements and the Business 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 Chinese GAAP applied on a basis consistent with the past practices of Xinan, and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the Sellerconsolidated financial condition of Xinan and the results of the operations of Xinan as of the dates thereof or for the periods covered thereby. The books of account and other financial records of Xinan: (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Chinese GAAP applied on a basis consistent with the past practices of Xinan, its subsidiariesrespectively, (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. Xinan has no material liabilities or obligations (absolute, accrued, contingent or otherwise) except (i) liabilities that are reflected and reserved against on the Xinan Financial Statements or the Interim Financial Statements that have not been paid or discharged since the date(s) thereof and (ii) liabilities incurred since the date of such financial statements in the ordinary course of business consistent with past practice and in accordance with this Agreement. Since the Reference Balance Sheet Date, the Companies, business of Xinan has been conducted in the Subsidiaries ordinary course and the Group Companiesconsistent with past practice.

Financial Information; Books and Records. (a) The Seller 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, cash flowsretained earnings, and shareholders’ stockholders' equity and comprehensive income cash flows of the SellerCompany, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants Company's Accountants (collectively referred to herein as the “Seller "Financial Statements”") and (ii) the unaudited condensed consolidated balance sheet of the Seller Company as of September 30, 20081996 (the "Interim Balance Sheet"), and the related unaudited consolidated statements of operations income, retained earnings, stockholders' equity and cash flows of the SellerCompany, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule (collectively referred to herein as the “Business "Interim Financial Statements”)Statement") have been made available or delivered by the Company to Parent. The Seller Financial Statements, the Seller Interim Financial Statements and the Business Interim Financial Statements Statement (Ii) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group CompaniesCompany, (IIii) present fairly in all material respects the consolidated financial condition and results of operations of the SellerCompany and the Subsidiaries as of the dates thereof or for the periods covered thereby, its subsidiaries, (iii) have been prepared in accordance with U.S. GAAP applied on a basis consistent with the Companies, 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 Group Companies 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 Seller unaudited Interim Financial Statements and the Business Financial Statements for the absence of notes thereto and Statement wasand is subject to normal and recurring year-end adjustments, and (III) have been prepared adjustments which were or were not expected to be material in accordance with GAAP applied on a basis consistent with the past practices of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companiesamount.

Financial Information; Books and Records. (a) The Seller 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 and comprehensive income flows of the Seller, NCOC; in each case together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants Xxxxxx Xxxxxxxx LLP (collectively referred to herein as the “Seller "Financial Statements”") and (iiiv) the unaudited condensed -------------------- consolidated balance sheet of (A) the Seller Company as of September June 30, 20082000, and the related unaudited consolidated statements statement of operations and cash flows of the Selleroperations, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business "June 30 Balance Sheet") and (B) NCOC as of September --------------------- 30, 20082000, and the related unaudited consolidated statement of incomeoperations, copies of which appear in Section 3.09 of the Seller Disclosure Schedule together with all related notes and schedules thereto (collectively referred to herein as the “Business "Interim Financial Statements”"), have been made available by the Company to the ---------------------------- Purchaser. The Seller Financial Statements, the Seller Interim Financial Statements and the Business 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 SellerCompany, its subsidiariesNCOC and Rhode Island Corporation, the Companies, the Subsidiaries and the Group Companiesas applicable, (IIy) present fairly fairly, in all material respects respects, the consolidated financial condition and results of operations of the Seller, its subsidiaries, Company and the Companies, the Company Subsidiaries and the Group Companies NCOC, as applicable, as of the dates thereof or for the periods covered thereby, except subject, in the case of the Seller Interim Financial Statements and the Business 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 SellerCompany, its subsidiaries, except as noted in the Companies, the Subsidiaries and the Group Companiesopinion of Xxxxxx Xxxxxxxx LLP for financial statements of Rhode Island Corporation.

Financial Information; Books and Records. (a) The Seller 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 shareholders’ stockholders' equity and comprehensive income cashflows of the Seller, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants 's Accountants and Seller's Prior Accountants (collectively referred to herein as the “Seller "Financial Statements”") and (iiiii) the unaudited condensed consolidated balance sheet of the Seller as of September 30February 29, 20082004, and the related unaudited consolidated statements of operations and cash flows of the Seller, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 stockholders' equity and cashflows of the Seller Disclosure Schedule (collectively referred to herein as the “Business "Interim Financial Statements”)") have been delivered by the Seller to the Purchaser. The Seller Financial StatementsInterim 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 Seller Interim 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 Business Interim Financial Statements Statement (Ii) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies, (IIii) present fairly fairly, in all material respects respects, the consolidated financial condition and results of operations of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies Business as of the dates thereof or for the periods covered thereby, except in the case of the Seller Interim Financial Statements and the Business 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 SellerInterim Statement of Net Assets, its subsidiaries, include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the Companies, financial condition of the Subsidiaries Business and the Group Companiesresults of the operations of the Business as of the dates thereof or for the periods covered thereby.

Financial Information; Books and Records. (a) The Seller 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, cash flows, and shareholders’ stockholders' equity and comprehensive income changes in cash flows of the SellerCompany, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants Company Accountants (collectively referred to herein as the “Seller "Financial Statements”") and (iiiii) the unaudited condensed consolidated balance sheet of the Seller as of September 30, 2008, and the related unaudited consolidated statements of operations income, stockholders' equity and changes in cash flows of the Seller, together with all related notes and schedules thereto (Company for the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of 11-month period ended September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule 2006 (collectively referred to herein as the “Business "Interim Financial Statements”)") have been delivered by the Company to Parent. The Seller Financial StatementsReference 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 Seller Interim 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 Business Interim Financial Statements (Ii) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries Company and the Group CompaniesSubsidiaries, (IIii) present fairly in all material respects the consolidated financial condition and results of operations of the Seller, its subsidiaries, the Companies, Company and the Subsidiaries and the Group Companies as of the dates thereof or for the periods covered thereby, (iii) except in the case of the Seller Interim Financial Statements and the Business 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 Seller, its subsidiaries, Company and the Companies, 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 Group Companiesresults 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.

Financial Information; Books and Records. Except as set forth in Section 3.07 of the Disclosure Schedule, (a) The Seller SEC Documents include True and complete copies of (i) the Reference Balance Sheet, (ii) the audited consolidated balance sheet of the Seller for each of the three fiscal years year ended as of December 31, 2005, December 31, 2006 and December 31, 2007, 2000 and the related audited consolidated statements of operationsincome, consolidated statement of cash flowsflow, and retained earnings, shareholders’ ' equity and comprehensive income changes in financial position of the Seller, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants 's Accountants, (collectively referred to herein as the “Seller Financial Statements”) and (iiiii) the unaudited condensed consolidated balance sheet of the Seller and the unaudited balance sheet of each Acquired Subsidiary, in each case for the fiscal year ended as of September 30December 31, 20082001, and the related unaudited consolidated statements of operations income, cash flow, retained earnings, shareholders' equity and cash flows changes in financial position of the SellerSeller for such fiscal year, together with (except in the case of the balance sheet of each Acquired Subsidiary) all related notes and schedules thereto thereto, and (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of iv) the unaudited consolidated balance sheet of the Business Seller and the unaudited balance sheet of each Acquired Subsidiary, in each case for each of the three fiscal quarters ended as of March 31, 2002, June 30, 2002, and September 30, 2008, 2002 and the related unaudited consolidated statement statements of income, copies of which appear in Section 3.09 income and cash flow of the Seller Disclosure Schedule for each of such fiscal quarters ((ii) -- (iv) inclusive collectively referred to herein as the “Business "Financial Statements”)") and (v) the cash financials of the Seller and its Subsidiaries (excluding PCL) for the three fiscal quarters ended as of March 31, 2002, June 30, 2002, and September 30, 2002 (the "Restricted Group Cash Financials") have been delivered by the Seller to the Purchaser provided, however, that the balance sheet for Broadband Tower (Japan) dated as of March 31, 2002, and June 30, 2002 and the balance sheet for Philippines Crossing Land Corporation dated as of December 31, 2001 have not been so delivered and shall not be included in the term Financial Statements. The Reference Balance Sheet (i) was prepared in accordance with the books of account and other financial records of the Seller Financial Statementsand the Acquired Subsidiaries, (ii) presents fairly in all material respects as required under U.S. GAAP the consolidated financial condition of the Acquired Subsidiaries, the Seller Interim Assumed Liabilities and the Acquired Assets as of the date thereof (except that they exclude the Excluded Assets and Excluded Liabilities), (iii) has been prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Financial Statements (except that (A) it excludes the Excluded Assets and Excluded Liabilities and (B) long-lived asset impairments have not been reflected in the Reference Balance Sheet), 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 Acquired Subsidiaries, Assumed Liabilities and the Acquired Assets as of the date thereof. The Financial Statements and the Business audited statements, when delivered (w) were, or will have been, prepared in accordance with the books of account and other financial records of the Seller and, as applicable, the Acquired Subsidiaries, (x) present fairly in all material respects the consolidated financial condition, results of operations and cash flow of the Seller and, as applicable, the Acquired Subsidiaries as of the dates thereof or for the periods covered thereby, (y) have been, or will have been, prepared in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Seller and, as applicable, the Acquired Subsidiaries (except (1) for the absence of footnotes from the quarterly financial statements and (2) that long-lived asset impairments have not been reflected in the Financial Statements Statements), and (Iz) except in the case of the quarterly financial statements, 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, as applicable, the Acquired Subsidiaries, the results of the operations and cash flow of the Seller as of the dates thereof or for the periods covered thereby. The Restricted Group Cash Financials: (a) were prepared in accordance with the books of account and other financial records of the Seller, Seller and its subsidiaries, the Companies, the Subsidiaries (excluding PCL) and the Group Companies, (IIb) present fairly in all material respects the consolidated financial condition and results of operations of the SellerSeller and, as applicable, its subsidiaries, Subsidiaries (excluding PCL) based on the Companies, the Subsidiaries and the Group Companies as of the dates thereof or for the periods covered thereby, except methodology set forth in the case of the Seller Interim Financial Statements and the Business 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 Seller, its subsidiaries, the Companies, the Subsidiaries and the Restricted Group CompaniesCash Financials.

Financial Information; Books and Records. (a) The Seller SEC Documents include True and complete copies of (i) the Chinese Statuary audited consolidated balance sheet of the Seller Boke for each of the three fiscal years ended as of December 31, 2004, 2005, December 31, 2006 and December 31, 20072006, and the related audited consolidated statements of operationsincome, cash flowsretained earnings, and shareholdersstockholders’ equity and comprehensive income changes in financial position of the Seller, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants Boke. (collectively referred to herein as the “Seller Financial Statements”) and (ii) the unaudited condensed consolidated balance sheet of the Seller Boke as of September 3031, 20082007, and the related unaudited consolidated statements of operations income, retained earnings, stockholders’ equity and cash flows changes in financial position of the SellerBoke, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule (collectively referred to herein as the “Business Interim Financial Statements”)) have been delivered by the Boke to AOBO. The Seller Financial Statements, the Seller Interim Financial Statements and the Business Financial Statements Reference Balance Sheet (Ii) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group CompaniesBoke, (IIii) present fairly in all material respects the consolidated financial condition and results of operations of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies Boke as of the dates thereof or for the periods covered thereby, except in the case of the Seller Interim Financial Statements and the Business 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 Chinese GAAP applied on a basis consistent with the past practices of Boke, and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the Sellerconsolidated financial condition of Boke and the results of the operations of Boke as of the dates thereof or for the periods covered thereby. The books of account and other financial records of Boke: (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Chinese GAAP applied on a basis consistent with the past practices of Boke, its subsidiariesrespectively, (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. Boke has no material liabilities or obligations (absolute, accrued, contingent or otherwise) except (i) liabilities that are reflected and reserved against on the Boke Financial Statements or the Interim Financial Statements that have not been paid or discharged since the date(s) thereof and (ii) liabilities incurred since the date of such financial statements in the ordinary course of business consistent with past practice and in accordance with this Agreement. Since the Reference Balance Sheet Date, the Companies, business of Boke has been conducted in the Subsidiaries ordinary course and the Group Companiesconsistent with past practice.