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

Financial Information; Books and Records. (a) Schedule 4.07(a) of the Disclosure Schedules sets forth (i) the consolidated audited balance sheets of the Company and the Company Subsidiaries as of September 30, 2019 and 2018, and the related consolidated audited statements of income and stockholders’ equity and cash flows for the fiscal years then ended (collectively referred to herein as the “Financial Statements”) and (ii) the consolidated unaudited balance sheet of the Company and the Company Subsidiaries as of July 31, 2020, and the related consolidated unaudited statements of income for the ten (10) month period then ended (collectively referred to herein as the “Interim Financial Statements”). The Financial Statements and the Interim Financial Statements (x) were prepared in accordance with the books of account and other financial records of the Company and the Company Subsidiaries, (y) present fairly in all material respects the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the dates thereof or for the periods covered thereby, and (z) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Company (provided, that the Interim Financial Statements do not contain footnotes required by GAAP or changes of the type that are normal and recurring resulting from year-end adjustments). (b) The systems of internal accounting controls maintained by the Company are sufficient to provide reasonable assurances that: (i) all material transactions are executed in accordance with management’s general or specific authorization; and (ii) all material transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets.

Financial Information; Books and Records. (a) Schedule 4.07(a) The Company has delivered to Nu Skin true, complete and correct copies of the Disclosure Schedules sets forth (i) the its audited consolidated audited balance sheets of the Company and the Company Subsidiaries financial statements as of September 30and for each year ended March 31, 2019 1996, 1997 and 2018, 1998 (the "Audited Financial Statements") and the related its unaudited consolidated audited statements of income and stockholders’ equity and cash flows financial Statements for the fiscal years then four-month period ended (collectively referred to herein as the “Financial Statements”) and (ii) the consolidated unaudited balance sheet of the Company and the Company Subsidiaries as of July 31, 2020, and 1998 (the related consolidated unaudited statements of income for the ten (10) month period then ended (collectively referred to herein as the “"Interim Financial Statements”"). The Audited Financial Statements and the Interim Financial Statements (xi) were prepared in accordance with the books of account and other financial records of the Company and the Company SubsidiariesCompany, (yii) present fairly in all material respects the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the dates thereof or for the periods covered thereby, and (ziii) have been prepared in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Company (provided, except that the Interim Financial Statements do not contain any footnotes required by U.S. GAAP or changes that, if presented, would not differ materially from those provided in the Audited Financial Statements) and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the type that are normal consolidated financial condition of the Company and recurring resulting from year-end adjustments)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) The systems books of internal accounting controls maintained by account and other financial records of the Company are sufficient to provide reasonable assurances that: (i) reflect all material transactions are executed items of income and expense and all assets and Liabilities required to be reflected therein in accordance with management’s general or specific authorization; and U.S. GAAP, (ii) are in all material transactions are recorded as necessary to permit preparation of financial statements respects true, complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in conformity accordance with GAAP good business and to maintain accountability for assetsaccounting practices.

Financial Information; Books and Records. (a) Schedule 4.07(a) True and complete copies of the Disclosure Schedules sets forth (i) the consolidated audited Company Financial Statements and (ii) the unaudited balance sheets sheet of the Company and the Company Subsidiaries as of September November 30, 2019 and 20181998, and the related consolidated audited statements statement of income and stockholders’ changes in Sellers' equity and cash flows for the fiscal years then eleven months ended November 30, 1998 of the Company (collectively referred to herein as the “Financial Statements”) and (ii) the consolidated unaudited balance sheet of the Company and the Company Subsidiaries as of July 31, 2020, and the related consolidated unaudited statements of income for the ten (10) month period then ended (collectively referred to herein as the “"Interim Financial Statements”)") are attached as Section 3.05 of the Disclosure Schedule. The Company Financial Statements and the Interim Financial Statements (xw) were prepared in accordance with the books of account and other financial records of the Company and the Company SubsidiariesCompany, (yx) present fairly in all material respects the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the dates thereof or for the periods covered thereby, and (zy) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Company and (z) 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 results of the operations of the Company as of the dates thereof or for the periods covered thereby; provided, however, that the Interim Financial Statements do not contain include all footnotes required by GAAP and were or changes of the type that are subject to normal and recurring resulting from year-end adjustments)adjustments that are not material in amount. (b) The systems books of internal accounting controls maintained by account and other financial records of the Company are sufficient to provide reasonable assurances thatCompany: (i) reflect all material transactions are executed items of income and expense and all assets and liabilities required to be reflected therein in accordance with management’s general or specific authorization; and GAAP applied on a basis consistent with the past practices of the Company, (ii) are in all material transactions are recorded as necessary respects complete and correct, and do not contain or reflect any inaccuracies or discrepancies and (iii) to permit preparation Sellers' knowledge, have been maintained in accordance with good business and accounting practices. (c) Section 3.05(c) of financial statements the Disclosure Schedule lists all dividends or distributions, whether in conformity with GAAP cash, stock, property or otherwise, made by the Company on or in respect of its capital stock from and after January 1, 1998 and through and including the date hereof or to maintain accountability for assetsbe made by the Company after the date hereof and on or before the Closing Date.

Financial Information; Books and Records. (a) Schedule 4.07(a) True and ---------------------------------------- complete copies of the Disclosure Schedules sets forth (i) the audited consolidated audited balance sheets sheet of the Company and for each of the Company Subsidiaries two fiscal years ended as of September 30December 31, 2019 and 20181998, 1999, and the related audited consolidated audited statements of income and income, retained earnings, stockholders’ ' equity and cash flows for changes in financial position of the fiscal years then ended Company, together with all related notes and schedules thereto, (collectively referred to herein as the “"Financial Statements”") and (ii) the -------------------- unaudited consolidated unaudited balance sheet of the Company and the Company Subsidiaries as of July March 31, 20202000, and the related consolidated unaudited statements of income for income, retained earnings, stockholders' equity and changes in financial position of the ten (10) month period then ended Company, together with all related notes and schedules thereto (collectively referred to herein as the “"Interim Financial Statements”)") have been delivered by the Sellers to the ----------------------------- Purchaser. The Financial Statements, the Interim Financial Statements and the Interim Financial Statements Reference Balance Sheet (xi) were prepared in accordance with the books of account and other financial records of the Company and the Company SubsidiariesCompany, (yii) present fairly in all material respects the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the dates thereof or for the periods covered thereby, and (ziii) have been prepared in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Company and (provided, iv) include all adjustments (consisting only of normal recurring accruals) that the Interim Financial Statements do not contain footnotes required by GAAP or changes are necessary for a fair presentation of the type that are normal consolidated financial condition of the Company and recurring resulting from year-end adjustments)the results of the operations of the Company as of the dates thereof or for the periods covered thereby. (b) The systems books of internal accounting controls maintained by account and other financial records of the Company are sufficient to provide reasonable assurances thatCompany: (i) reflect all material transactions are executed items of income and expense and all assets and Liabilities required to be reflected therein in accordance with management’s general or specific authorization; and U.S. GAAP applied on a basis consistent with the past practices of the Sellers, (ii) are in all material transactions are recorded as necessary to permit preparation of financial statements respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in conformity accordance with GAAP good business and to maintain accountability for assetsaccounting practices.

Financial Information; Books and Records. (a) Schedule 4.07(a) True, complete and correct copies of the Disclosure Schedules sets forth (i) the audited consolidated audited balance sheets sheet of the Company and the Company Subsidiaries Subsidiary for each of the two fiscal years ended as of September 30December 31, 2019 2005 and 2018December 31, 2004, and the related audited consolidated audited statements of income and stockholders’ equity income, retained earnings and cash flows for of the fiscal years then ended Company and the Company Subsidiary, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s accountants (collectively referred to herein as the “Audited Financial Statements”) and (ii) the unaudited consolidated unaudited balance sheet and the related statements of income, retained earnings and cash flows of the Company and the Company Subsidiaries as of July Subsidiary, together with all related notes and schedules thereto, for the three (3) months ended March 31, 2020, and the related consolidated unaudited statements of income for the ten (10) month period then ended 2006 (collectively referred to herein as the “Interim Financial Statements”), and, together with the Audited Financial Statements, the “Financial Statements”) have been delivered by the Parent to Acquiror. The Financial Statements and the Interim Financial Statements (xi) were prepared in accordance with the books of account and other financial records of the Company and the Company SubsidiariesSubsidiary, true and correct copies of which were made available to Acquiror, (yii) fairly present fairly in all material respects the consolidated financial condition and results of operations of the Company and the Company Subsidiaries Subsidiary as of the dates thereof or for the periods covered therebythereby (except as otherwise noted therein and subject, in the case of unaudited statements, to normal and recurring year-end adjustments and the absence of footnotes), and (ziii) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Company and the Company Subsidiary (provided, that except for the absence of footnotes in the Interim Financial Statements do not contain footnotes required by GAAP or changes of the type that are normal and recurring resulting from year-end adjustmentsStatements). (b) The systems books of internal accounting controls maintained by account and other financial records of the Company are sufficient to provide reasonable assurances thatand the Company Subsidiary: (i) are in all material transactions are executed in accordance with management’s general or specific authorization; respects true, complete and correct, and (ii) all material transactions are recorded as necessary to permit preparation of financial statements have been maintained in conformity accordance with GAAP and to maintain accountability for assetsGAAP.

Financial Information; Books and Records. (a) Schedule 4.07(a) True and complete copies of the Disclosure Schedules sets forth (i) the consolidated audited balance sheets sheet of the Company and for each of the Company Subsidiaries three fiscal years ended as of September 30December 31, 2019 1997, December 31, 1996, and 2018December 31, 1995, and the related consolidated audited statements of income and income, stockholders’ ' equity and cash flows for flow of the fiscal years then ended Company, together with all related notes thereto, accompanied by the reports thereon of the Company's Accountants (collectively referred to herein as collectively, the “"Financial Statements”") and (ii) the consolidated unaudited balance sheet of the Company and the Company Subsidiaries as of July December 31, 20201998 (the Reference Balance Sheet, a copy of which is set forth in Section 4.08(a) of the Disclosure Schedule), and the related consolidated unaudited statements of income for income, stockholders' equity and cash flow of the ten (10) month period then ended (collectively referred Company, together with all related notes thereto, have been delivered by the Company to herein as the “Interim Financial Statements”)Parent. The Financial Statements and the Interim Financial Statements Reference Balance Sheet (xi) were prepared in accordance with the books of account and other financial records of the Company and the Company SubsidiariesCompany, (yii) present fairly in all material respects the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the dates thereof or for the periods covered thereby, and (ziii) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Company and (provided, iv) include all adjustments (consisting only of normal recurring accruals) that the Interim Financial Statements do not contain footnotes required by GAAP or changes are necessary for a fair presentation of the type that are normal financial condition of the Company and recurring resulting from year-end adjustments)the results of the operations of the Company as of the dates thereof or for the periods covered thereby. (b) The systems books of internal accounting controls maintained by account and other financial records of the Company are sufficient to provide reasonable assurances thatCompany: (i) reflect all material transactions are executed items of income and expense and all assets and Liabilities required to be reflected therein in accordance with management’s general or specific authorization; and GAAP applied on a basis consistent with the past practices of the Company, (ii) are in all material transactions are recorded as necessary to permit preparation of financial statements respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in conformity accordance with GAAP good business and to maintain accountability for assetsaccounting practices.

Financial Information; Books and Records. (a) Schedule 4.07(a) Each of the Disclosure Schedules sets forth consolidated financial statements (iincluding, in each case, any notes thereto) contained in the consolidated audited balance sheets of the Company and the Company Subsidiaries as of September 302005 10-K (collectively, 2019 and 2018, and the related consolidated audited statements of income and stockholders’ equity and cash flows for the fiscal years then ended (collectively referred to herein as the “Financial Statements”) and (ii) the unaudited consolidated unaudited balance sheet of the Company and the Company Subsidiaries as of July December 31, 20202006, and the related consolidated unaudited statements of income for the ten income, copies of which are attached hereto as Exhibit I (10) month period then ended (collectively referred to herein as collectively, the “Interim Management 2006 Financial Statements”). The Financial Statements and the Interim Financial Statements , (xi) were was prepared in accordance with the books of account and other financial records of the Company and the Company Subsidiaries, (yii) present presents fairly in all material respects the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the dates thereof or for the periods covered therebythereby in accordance with GAAP, and (ziii) have been was prepared in accordance with GAAP applied on a basis consistent with the past practices of the Company and the Subsidiaries, and (providediv) includes all adjustments (consisting, except as otherwise described in the notes to the Financial Statements, only of normal recurring accruals) that the Interim Financial Statements do not contain footnotes required by GAAP or changes are necessary for a fair presentation of the type that are normal consolidated financial condition of the Company and recurring resulting from year-end adjustments)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) The systems books of internal accounting controls maintained by account and other financial records of the Company are sufficient to provide reasonable assurances thatand the Subsidiaries: (i) reflect all material transactions are executed 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) are in all material transactions are recorded as necessary to permit preparation of financial statements respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in conformity accordance with GAAP good business and to maintain accountability for assetsaccounting practices.

Financial Information; Books and Records. (a) Schedule 4.07(a) of The Sellers have provided to the Disclosure Schedules sets forth Purchaser (i) the unaudited consolidated audited balance sheets of the Company and the Company Subsidiaries Corporation as of September 30December 31, 2019 and 2018, 2022 and the related unaudited consolidated audited statements of operations, comprehensive income and (loss), stockholders’ equity and cash flows for the fiscal years then year ended December 31, 2022 (collectively referred to herein the “Unaudited Financials”), and (ii) the unaudited, consolidated balance sheet for as of March 31, 2023 for the Corporation (the “Interim Financials”), together with the Seller Audited Financials, the “Financial Statements”). (a) The Financial Statements (including any related notes and schedules thereto) are true and accurate and (i) present fairly, in all material respects, the consolidated financial position, results of operations, income (loss), stockholder’s equity, and cash flows of the Corporation as of the dates and for the periods indicated in such Financial Statements (except, for the absence of footnotes and other presentation items and normal year-end adjustments that will not be material in amount and effect), and (ii) the consolidated unaudited balance sheet of the Company and the Company Subsidiaries as of July 31, 2020, and the related consolidated unaudited statements of income for the ten (10) month period then ended (collectively referred to herein as the “Interim Financial Statements”). The Financial Statements and the Interim Financial Statements (x) in each case were prepared in accordance with US GAAP (the “Seller Accounting Principles”), consistently applied during the periods involved, and were derived from, and accurately reflect in all material respects, the books of account and other financial records of the Company and Corporation. (b) Any additional financial statements as may be required to be delivered pursuant to the Company Subsidiariesterms of this Agreement will, when delivered, (yi) accurately reflect the Corporation’s consolidated books and records as of the times and for the periods referred to therein, (ii) be prepared in accordance with the Seller Accounting Principles, methodologies applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and except for the absence of footnotes and audit adjustments in the case of unaudited financial statements), (iii) fairly present fairly in all material respects the consolidated financial condition and results of operations position of the Company and the Company Subsidiaries Corporation as of the respective dates thereof or and the results of the Corporation’s operations and cash flows for the periods covered therebyindicated, and (ziv) have been prepared to the extent required for inclusion in accordance any filings with GAAP applied on a basis consistent United States Securities and Exchange Commission (the “SEC”), will comply as of the Closing Date in all material respects with the past practices Securities Act of 1933, as amended (“Securities Act”), Regulation S-X and the published general rules and regulations of the Company (provided, that the Interim Financial Statements do not contain footnotes required by GAAP or changes of the type that are normal and recurring resulting from year-end adjustments)SEC. (bc) The systems Corporation and the Subsidiary maintain a system of internal accounting controls maintained by the Company that are sufficient to provide reasonable assurances assurance that: (ia) all material transactions are executed in accordance with management’s general or specific authorizationauthorizations; and (iib) all material transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP the Seller Accounting Principles and to maintain asset accountability; (c) access to property is permitted only in accordance with management’s general or specific authorization; and (d) the recorded accountability for assetsassets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) All of the financial books and records of the Corporation and the Subsidiary are complete and accurate in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws. (e) Since the Interim Financials, none of the Corporation’s (including any director, officer or employee thereof) independent auditors have identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Corporation, or (ii) any fraud, whether or not material, that involves the Corporation’s or Subsidiary’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Corporation, nor has any written complaint, allegation, assertion or claim regarding any of the foregoing or that the Corporation or the Subsidiary has engaged in questionable accounting or auditing practices been received by the Corporation.

Financial Information; Books and Records. (a) Schedule 4.07(a) of the Disclosure Schedules sets forth (i) the consolidated audited balance sheets Disclosure Schedule 3.04(a)(i) sets forth true and complete copies of the Company and unaudited balance sheet of Seller for the Company Subsidiaries fiscal year ended as of September 30December 31, 2019 and 20181998 of the Business, and the related consolidated audited statements of income and stockholders’ equity and cash flows for (collectively, the fiscal years then ended (collectively referred to herein as the “"Financial Statements”") and (ii) Disclosure Schedule 3.04(a)(ii) sets forth true and complete copies of the consolidated unaudited balance sheet of the Company and the Company Subsidiaries Business as of July 31, 2020, and 1999 (the related consolidated unaudited statements of income for the ten (10"Reference Balance Sheet") month period then ended (collectively referred has been delivered by Seller to herein as the “Interim Financial Statements”)Purchaser. The Financial Statements and the Interim Financial Statements Reference Balance Sheet (xi) were prepared in accordance with the books of account and other financial records of the Company and the Company SubsidiariesSeller, (yii) present fairly in all material respects the consolidated financial condition and results of operations of Seller related to the Company and the Company Subsidiaries Business as of the dates thereof or for the periods covered thereby, and (ziii) have been prepared in accordance with U.S. GAAP applied on a basis consistent with the past practices of Seller and throughout the Company periods involved, and (provided, iv) will include all adjustments (consisting only of normal recurring accruals) that the Interim Financial Statements do not contain footnotes required by GAAP or changes are necessary for a fair presentation of the type that are normal financial condition of Seller related to the Business and recurring resulting from the results of the operations of Seller related to the Business as of the dates thereof for the periods covered thereby other than customary year-end adjustments). (b) The systems books of internal accounting controls maintained by account and other financial records of Seller as they relate to the Company are sufficient to provide reasonable assurances thatBusiness: (i) reflect all material transactions are executed 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 Seller and throughout the periods involved, (ii) are in all material transactions are recorded as necessary to permit preparation of financial statements respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in conformity accordance with GAAP good business and to maintain accountability for assetsaccounting practices.

Financial Information; Books and Records. (a) Schedule 4.07(a) The Company has delivered to Parent true, complete and correct copies of the Disclosure Schedules sets forth (i) 1995 Financial Statements, the consolidated audited balance sheets of Draft 1996 Financial Statements and the Company Interim Financial Statements, and the Company Subsidiaries will deliver to Parent as of September 30, 2019 and 2018soon as practicable, and in any event within two Business Days, after the related consolidated audited statements delivery to the Company by Coopers & Xxxxxxx LLP of income its report thereon, true, complete and stockholders’ equity and cash flows for correct copies of the fiscal years then ended (collectively referred to herein as the “1996 Financial Statements”) and (ii) the consolidated unaudited balance sheet of the Company and the Company Subsidiaries as of July 31, 2020, and the related consolidated unaudited statements of income for the ten (10) month period then ended (collectively referred to herein as the “Interim . The 1995 Financial Statements”). The , the Draft 1996 Financial Statements, the 1996 Financial Statements and the Interim Financial Statements (xi) were or, upon their delivery pursuant hereto, will have been prepared in accordance with the books of account and other financial records of the Company and the Company SubsidiariesCompany, (yii) present or, upon their delivery pursuant hereto, will present fairly in all material respects the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the dates thereof or for the periods covered thereby, and (ziii) have been or, upon their delivery pursuant hereto, will have been prepared in accordance with U.S. GAAP applied on and (iv) include or, upon their delivery pursuant hereto, will include all adjustments (consisting only of normal recurring accruals) that are necessary for a basis consistent with fair presentation of the past practices consolidated financial condition of the Company (provided, that and the Interim Financial Statements do not contain footnotes required by GAAP or changes Subsidiaries and the results of the type that are normal operations of the Company and recurring resulting from year-end adjustments)the Subsidiaries as of the dates thereof or for the periods covered thereby. (b) The systems books of internal accounting controls maintained by account and other financial records of the Company are sufficient to provide reasonable assurances that: (i) reflect all material transactions are executed items of income and expense and all assets and Liabilities required to be reflected therein in accordance with management’s general or specific authorization; and U.S. GAAP, (ii) are in all material transactions are recorded as necessary to permit preparation of financial statements respects true, complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in conformity accordance with GAAP good business and to maintain accountability for assetsaccounting practices.

Financial Information; Books and Records. (a) Schedule 4.07(a) True and complete copies of the Disclosure Schedules sets forth (i) the consolidated audited balance sheets of the Company at December 31, 1996, 1995 and the Company Subsidiaries as of September 30, 2019 and 2018, 1994 and the related consolidated audited statements of income and stockholders’ equity retained earnings and cash flows of the Company for the fiscal years then ended (collectively referred to herein as ended, together with all related notes and schedules thereto, accompanied by the “Financial Statements”) audit reports of Xxxxxx Xxxxxxxx LLP dated March 14, 1997, March 14, 1996 and (ii) March 30, 1995, respectively, and of the consolidated unaudited balance sheet of the Company and the Company Subsidiaries as of July at March 31, 2020, 1997 and the related consolidated unaudited statements of income and retained earnings and cash flows of the Company for the ten three months then ended, together with all related notes and schedules thereto (10) month period then ended (collectively referred collectively, the "FINANCIAL STATEMENTS"), have been, or will be on or before the Purchaser s receipt of the Disclosure Schedule, delivered by the Company to herein as the “Interim Financial Statements”)Purchaser. The Financial Statements and the Interim Financial Statements (xi) were prepared in accordance with the books of account and other financial records of the Company and the Company Subsidiaries, Company; (yii) present fairly in all material respects the consolidated financial condition and the results of operations and cash flows of the Company and the Company Subsidiaries as of the dates thereof or for the periods covered thereby, subject in the case of the unaudited Financial Statements to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, have a Material Adverse Effect); and (ziii) have been prepared in accordance with GAAP applied on a basis consistent generally accepted accounting practices consistently applied, except, in the case of the unaudited Financial Statements, for the lack of explanatory footnote disclosures. Such footnote disclosures, if included with the past practices of unaudited Financial Statements, would be substantially similar in description and content to the Company (provided, that footnote disclosure in the Interim audited Financial Statements do not contain footnotes required by GAAP or changes of for the type that are normal and recurring resulting from year-end adjustments)year ended December 31, 1996. (b) The systems books of internal accounting controls maintained by account and other financial records of the Company are sufficient to provide reasonable assurances thatCompany: (i) have been maintained, and reflect all material transactions are executed items of income and expense and all assets and Liabilities required to be reflected therein, in accordance with management’s general or specific authorizationgood business and accounting practices; and (ii) are in all material transactions respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies. (c) Except as disclosed in the Disclosure Schedule, there are recorded as necessary to permit preparation no Liabilities of financial statements the Company, other than Liabilities (i) reflected or reserved against on the March 31, 1997 Balance Sheet, or (ii) such other Liabilities that do not and could not result in, individually or in conformity with GAAP and to maintain accountability for assetsthe aggregate, a Material Adverse Effect.

Financial Information; Books and Records. (a) Schedule 4.07(a) True and complete copies of the Disclosure Schedules sets forth (i) the consolidated audited unaudited balance sheets sheet of the Company and for each of the Company Subsidiaries two fiscal years ended as of September 30December 31, 2019 2004 and 2018December 31, 2005 (the “Balance Sheet Date”), respectively, and the related consolidated audited unaudited statements of income of the Company, together with all related notes and stockholders’ equity and cash flows for the fiscal years then ended schedules thereto, if any (collectively referred to herein as the “Financial Statements”) and (ii) the consolidated unaudited balance sheet (the “Balance Sheet”) of the Company and the Company Subsidiaries as of July 31April 30, 20202006, and the related consolidated unaudited statements statement of income for the ten (10) month period then ended income, together with all related notes and schedules thereto, if any (collectively referred to herein as the “Interim Financial Statements”)) have been delivered by the Sellers to the Purchaser. The Financial Statements and the Interim Financial Statements (xi) were prepared in accordance with the books of account and other financial records of the Company and the Company SubsidiariesCompany, (yii) present fairly in all material respects the consolidated financial condition of the Company and results of operations of the Company and the Company Subsidiaries as of the dates thereof or for the periods covered thereby, and (ziii) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Company (provided, that the Interim Financial Statements do not contain footnotes required by GAAP or changes of the type that are normal and recurring resulting from year-end adjustments)Company. (b) The systems books of internal accounting controls maintained by account and other financial records of the Company are sufficient reflect all items of income and expense and all assets and Liabilities required to provide reasonable assurances that: (i) all material transactions are executed be reflected therein in accordance with management’s general GAAP applied on a basis consistent with the past practices of such Company. No Off-Balance Sheet Transactions exist or specific authorization; have occurred. All books of account, financial records and other books, records and documents of the Company or relating to the Business are located at the Leased Real Property. (iic) As of the Closing, all material transactions are recorded as necessary outstanding authorizations and resolutions regarding authorized persons in connection with bank accounts of the Company have been terminated. (d) The Company does not maintain minute books with respect to permit preparation the meetings of financial statements in conformity with GAAP and to maintain accountability for assetsits members or managers.

Financial Information; Books and Records. (a) Schedule 4.07(a) of the Disclosure Schedules sets forth The Sellers have delivered to Purchaser true and complete copies of: (i) the audited consolidated audited balance sheets sheet of the Company and for each of the Company Subsidiaries as of September three fiscal years ended June 30, 2019 2004, 2003 and 2018, 2002 and the related audited consolidated audited statements of income and stockholders’ equity income, retained earnings and cash flows for flows, together with all related notes and schedules thereto and, accompanied by the fiscal years then ended reports thereon of the Company’s accountants (collectively referred to herein as the “Financial Statements”) ), and (ii) the consolidated unaudited balance sheet Reference Balance Sheet. (b) The Financial Statements and Reference Balance Sheet have been prepared in accordance with Australian GAAP (except that the Reference Balance Sheet does not contain notes and is subject to period-end adjustments), applied on a basis consistent with the past practices of the Company and the Company Subsidiaries as of July 31, 2020, and the related consolidated unaudited statements of income for the ten (10) month period then ended (collectively referred to herein as the “Interim Financial Statements”)Company. The Financial Statements and the Interim Financial Statements Reference Balance Sheet: (xi) were prepared in accordance with the books of account and other financial records of the Company and the Company Subsidiaries, ; and (yii) present fairly (including all adjustments necessary to present fairly) in all material respects the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the dates thereof or for the periods covered therebythereby (except as otherwise noted therein and subject, in the case of unaudited statements, to normal and recurring period-end adjustments. (zc) have been prepared in accordance with GAAP applied on a basis consistent with the past practices The books of account and other financial records of the Company (providedand the Subsidiaries are in all material respects complete and correct, that the Interim Financial Statements and do not contain footnotes required by GAAP or changes of the type that are normal and recurring resulting from year-end adjustments)reflect any material inaccuracies or discrepancies. (bd) The systems Section 3.08(d) of internal accounting controls the Disclosure Schedule contains a complete list of all bank accounts (including bank name, address, contact information and account numbers) maintained by the Company are sufficient to provide reasonable assurances that: (i) all material transactions are executed in accordance with management’s general or specific authorization; and (ii) all material transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetseach Subsidiary.

Financial Information; Books and Records. (a) The unaudited pro forma financial information of each of HLIC and HLAC (or HLIC’s and HLAC’s combined, as applicable) contained in Schedule 4.07(a3.04(a) of the Disclosure Schedules sets forth (i) the consolidated audited balance sheets of the Company selected admitted statutory assets and the Company Subsidiaries statutory liabilities as of September December 31, 2008, as of December 31, 2009, as of December 31, 2010 and as of June 30, 2019 2011 and 2018, and the related consolidated audited statements a selected statement of statutory income and stockholders’ equity and cash flows for the fiscal years then annual periods ended December 31, 2008, December 31, 2009 and December 31, 2010, in each case calculated in accordance with Applicable SAP (collectively referred to herein as the “Financial Statutory Statements”) and (ii) the consolidated unaudited balance sheet of the Company selected assets and the Company Subsidiaries liabilities as of July December 31, 20202008, as of December 31, 2009 and the related consolidated unaudited statements as of December 31, 2010 and a selected statement of income for the ten annual periods ended December 31, 2008, December 31, 2009, and December 31, 2010 in each case calculated in accordance with GAAP (10) month period then ended (collectively referred to herein as the “Interim GAAP Statements” and, together with the Statutory Statements, the “Seller Financial Statements”). The Financial Statutory Statements and the Interim Financial Statements (x) were prepared in accordance with the books of account and other financial records of the Company and the Company Subsidiaries, (y) present fairly in all material respects the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the dates thereof or for the periods covered thereby, and (z) have been prepared in accordance with Applicable SAP, consistently applied throughout all such periods, the GAAP Statements have been prepared in accordance with GAAP, consistently applied on a basis throughout all such periods, and the Seller Financial Statements fairly present, in all material respects, such selected assets, liabilities and income as of the dates and for the periods thereof. The Seller Financial Statements were prepared using and are consistent with the past practices of the Company (provided, that the Interim Financial Statements do not contain footnotes required by GAAP or changes of the type that are normal Business Books and recurring resulting from year-end adjustments)Records. (b) The systems books of internal accounting controls maintained by account contained within the Company Business Books and Records are sufficient to provide reasonable assurances that: (i) true, complete and correct in all material transactions are executed respects, and in all material respects maintained in accordance with management’s general sound business practices and Applicable Law. The Business Books and Records are in material compliance with any and all record keeping maintenance requirements in the Administered Contracts (other than to the extent related to the Retained Business). (c) No Seller nor any of their Affiliates has, since January 1, 2008, caused any third-party appraiser or specific authorization; and (ii) all material consultant to prepare any actuarial appraisal exclusively relating to the Business or otherwise primarily related to the transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetscontemplated by this Agreement.

Financial Information; Books and Records. (a) Schedule 4.07(a) Each of the Disclosure Schedules sets forth consolidated financial statements (iincluding, in each case, any notes thereto) contained in the consolidated audited balance sheets of the Company and the Company Subsidiaries as of September 302005 10-K (collectively, 2019 and 2018, and the related consolidated audited statements of income and stockholders’ equity and cash flows for the fiscal years then ended (collectively referred to herein as the “Financial Statements”) and (ii) the unaudited consolidated unaudited balance sheet of the Company and the Company Subsidiaries as of July December 31, 20202006, and the related consolidated unaudited statements of income for the ten income, copies of which are attached hereto as Exhibit B (10) month period then ended (collectively referred to herein as collectively, the “Interim Management 2006 Financial Statements”). The Financial Statements and the Interim Financial Statements , (xi) were was prepared in accordance with the books of account and other financial records of the Company and the Company Subsidiaries, (yii) present presents fairly in all material respects the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the dates thereof or for the periods covered therebythereby in accordance with GAAP, and (ziii) have been was prepared in accordance with GAAP applied on a basis consistent with the past practices of the Company and the Subsidiaries, and (providediv) includes all adjustments (consisting, except as otherwise described in the notes to the Financial Statements, only of normal recurring accruals) that the Interim Financial Statements do not contain footnotes required by GAAP or changes are necessary for a fair presentation of the type that are normal consolidated financial condition of the Company and recurring resulting from year-end adjustments)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) The systems books of internal accounting controls maintained by account and other financial records of the Company are sufficient to provide reasonable assurances thatand the Subsidiaries: (i) reflect all material transactions are executed 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) are in all material transactions are recorded as necessary to permit preparation of financial statements respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in conformity accordance with GAAP good business and to maintain accountability for assetsaccounting practices.