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

Financial Information; Books and Records. (a) True ---------------------------------------- and complete copies of (i) the draft of the audited balance sheet of the Company for the fiscal year ended as of December 31, 1995, and the related audited statements of income, changes in shareholders' equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Draft Audited Financial Statements"), and (ii) the ---------------------------------- unaudited balance sheet of the Company for the eleven months ended as of November 30, 1996, and the related statements of income, changes in shareholders' equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Interim ------- Financial Statements") -------------------- are attached as Section 2.05 of the Disclosure Schedule. The Draft Audited Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company, (ii) present fairly the consolidated financial condition and results of operations of the Company as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with U.S. generally accepted accounting principles applied on a basis consistent with the past practices of the Company and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of the Company and the 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 may not include all footnotes required by U.S. generally accepted accounting principles and were or are subject to normal and recurring year-end adjustments which were not and are not anticipated to be material in amount.

Financial Information; Books and Records. (a) True ---------------------------------------- and complete copies of (i) the draft of the audited consolidated balance sheet of the Company for each of the three fiscal year years ended as of December 31, 19952003, 2002, 2001, and the related audited consolidated statements of income, changes in shareholdersretained earnings, stockholders' equity and cash flows changes in financial position of the Company, together with all related notes and schedules thereto thereto, accompanied by the reports thereon of Deloitte & Touche (collectively referred to herein as the "Draft Audited Financial Statements"), and (ii) the ---------------------------------- unaudited consolidated balance sheet of the Company for the eleven months ended as of November 30March 31, 19962004, and the related consolidated statements of income, changes in shareholdersretained earnings, stockholders' equity and cash flows changes in financial position of the Company, together with all related notes and schedules thereto Company (collectively referred to herein as the "Interim ------- Financial Statements") -------------------- are attached as Section 2.05 of have been delivered by the Disclosure ScheduleCompany to Parent. The Draft Audited Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the CompanyCompany and its Subsidiaries, (ii) present fairly in all material respects the consolidated financial condition and results of operations of the Company and its Subsidiaries as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with U.S. generally accepted accounting principles GAAP applied on a basis consistent with the past practices of the Company and its Subsidiaries subject, in the case of the Interim Financial Statements, to normal recurring year-end adjustments and that the Interim Financial Statements are delivered without notes, and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Company and its Subsidiaries and the results of the operations of the Company and its Subsidiaries as of the dates thereof or for the periods covered thereby; provided, howeversubject, that -------- ------- in the case of the Interim Financial Statements may not include all footnotes required by U.S. generally accepted accounting principles and were or are subject Statements, to normal and recurring year-end adjustments which were not and are not anticipated to be material in amountadjustments.

Financial Information; Books and Records. (a) True ---------------------------------------- The Company has provided Parent with true, correct and complete copies of (ia) the draft of the audited balance sheet of the Company for the fiscal year ended as of December 31, 19952015, and the related audited statements of income, changes in shareholders' equity and cash flows of income statement for the Company, together with all related notes and schedules thereto period then ended (collectively referred to herein as the "Draft Audited “2015 Financial Statements"”), and (iib) the ---------------------------------- unaudited audited balance sheet of the Company for the eleven months fiscal year ended as of November 30December 31, 19962014, and the related statements of incomeincome statement for the period then ended (the “2014 Financial Statements”), changes in shareholders' equity and cash flows (c) the audited balance sheet of the CompanyCompany for the fiscal year ended December 31, 2013, and the related income statement for the period then ended (the “2013 Financial Statements”) and (d) the unaudited balance sheet of the Company as of June 30, 2016 (the “Balance Sheet Date”), and the related income statement for the six-month period then ended (the “Interim Financial Statements”, together with all related notes and schedules thereto (collectively referred to herein as the "Interim ------- 2015 Financial Statements") -------------------- are attached as Section 2.05 of the Disclosure Schedule. The Draft Audited , 2014 Financial Statements and 2013 Financial Statements, the Interim “Company Financial Statements”). The Company Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company, (ii) present fairly the consolidated financial condition and condition, results of operations and cash flows of the Company as of the dates date thereof or and for the periods covered therebythereby (subject to the absence of footnotes and normal year-end adjustments), and (iii) have been prepared in accordance with U.S. generally accepted accounting principles applied on a basis consistent with the past practices of the GAAP. The Company and (iv) Financial Statements 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 date thereof or and for the periods period covered thereby; provided, however, that -------- ------- the Interim Financial Statements may not include all footnotes required by U.S. generally accepted accounting principles and were or are subject to normal and recurring year-end adjustments which were not and are not anticipated to be material in amount.

Financial Information; Books and Records. (a) True ---------------------------------------- and complete copies of (i) the draft of the audited balance sheet of the Company for the fiscal year ended as of December 31, 1995, and the related audited statements of income, changes in shareholders' equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Draft Audited Financial Statements"), and (ii) the ---------------------------------- unaudited balance sheet of the Company for the eleven months ended as of November 30, 1996, and the related statements of income, changes in shareholders' equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Interim ------- Financial Statements") -------------------- are attached as Section 2.05 of the Disclosure Schedule. The Draft Audited Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company, (ii) present fairly the consolidated financial condition and results of operations of the Company as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with U.S. generally accepted accounting principles applied on a basis consistent with the past practices of the Company and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of the Company and the 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 may not include all footnotes required by U.S. generally accepted accounting principles and were or are subject to normal and recurring year-end adjustments which were not and are not anticipated to be material in amount.

Financial Information; Books and Records. (a) True ---------------------------------------- and complete copies of (i) the draft of the audited consolidated balance sheet of the Company for March 31, 2007 and the fiscal year ended related audited consolidated statements of income, retained earnings, stockholders' equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company's Accountants (collectively referred to herein as the "Company Financial Statements") and (ii) the unaudited consolidated balance sheet of the Company as of December 31, 19952007 (the "Company Interim Balance Sheet"), and the related audited consolidated statements of income, changes in shareholdersretained earnings, stockholders' equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Draft Audited Company Interim Financial StatementsStatement"), and (ii) the ---------------------------------- unaudited balance sheet of have been made available or delivered by the Company for the eleven months ended as of November 30, 1996, and the related statements of income, changes in shareholders' equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Interim ------- Financial Statements") -------------------- are attached as Section 2.05 of the Disclosure ScheduleApro. The Draft Audited Company Financial Statements and the Company Interim Financial Statements Statement (i) were prepared in accordance with the books of account and other financial records of the Company, (ii) present fairly the consolidated financial condition and results of operations of the Company and the Subsidiaries as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with U.S. generally accepted accounting principles GAAP applied on a basis consistent with the past practices of the Company and (iv) include all material adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Company and the Subsidiaries and the results of the operations of the Company and the Subsidiaries as of the dates thereof or for the periods covered thereby; provided, however, except that -------- ------- the unaudited Company Interim Financial Statements may not include all footnotes required by U.S. generally accepted accounting principles Statement was and were or are is subject to normal and recurring year-end adjustments which were or were not and are not anticipated expected to be material in amount.

Financial Information; Books and Records. (a) True ---------------------------------------- and complete copies of (i) the draft balance sheets of the audited Company at December 31, 1996, 1995 and 1994 and the related statements of income and retained earnings and cash flows of the Company for the years then ended, together with all related notes and schedules thereto, accompanied by the audit reports of Xxxxxx Xxxxxxxx LLP dated March 14, 1997, March 14, 1996 and March 30, 1995, respectively, and of the unaudited balance sheet of the Company for the fiscal year ended as of December at March 31, 1995, 1997 and the related audited statements of income, changes in shareholders' equity income and retained earnings and cash flows of the CompanyCompany for the three months then ended, together with all related notes and schedules thereto (collectively referred to herein as collectively, the "Draft Audited Financial StatementsFINANCIAL STATEMENTS"), and (ii) have been, or will be on or before the ---------------------------------- unaudited balance sheet of the Company for the eleven months ended as of November 30, 1996, and the related statements of income, changes in shareholders' equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Interim ------- Financial Statements") -------------------- are attached as Section 2.05 Purchaser s receipt of the Disclosure Schedule, delivered by the Company to the Purchaser. The Draft Audited Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company, ; (ii) present fairly the consolidated financial condition and the results of operations and cash flows of the Company 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 (iii) have been prepared in accordance with U.S. generally accepted accounting principles applied on a basis consistent 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 and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of footnote disclosure in the financial condition of the Company and the results of the operations of the Company as of the dates thereof or audited Financial Statements for the periods covered thereby; providedyear ended December 31, however, that -------- ------- the Interim Financial Statements may not include all footnotes required by U.S. generally accepted accounting principles and were or are subject to normal and recurring year-end adjustments which were not and are not anticipated to be material in amount1996.

Financial Information; Books and Records. Seller (ai) True ---------------------------------------- has delivered to Buyer true and complete copies of (i) the draft of the audited unaudited consolidated balance sheet of Seller for each of the Company for the two fiscal year years ended as of December 31June 30, 19952008 and 2009, and the related audited unaudited statements of incomeincome of Seller, changes in shareholders' equity and cash flows accompanied by the reports thereon of the Company, together with all related notes and schedules thereto Seller’s accountants (collectively referred to herein as the "Draft Audited “Financial Statements"), ”) and (ii) has delivered to Buyer true and complete copies of the ---------------------------------- unaudited balance sheet of the Company Eastern Entity for the eleven months fiscal years ended as of November June 30, 1996, 2008 and 2009 and the related statements of income for the period then ending (such unaudited balance sheets and statements of income, changes in shareholders' equity and cash flows of collectively the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Interim ------- “Eastern Financial Statements") -------------------- are attached as Section 2.05 of the Disclosure Schedule”). The Draft Audited Financial Statements and the Interim Eastern Financial Statements (i) were prepared in accordance with the books of account and other financial records of Seller and the CompanyEastern Entity, (ii) are complete and accurate in all material respects, (iii) present fairly the consolidated financial condition and results of operations of Seller and the Company Eastern Entity, as of the dates thereof or for the periods covered thereby, (iiiiv) have been were prepared in accordance with U.S. generally accepted accounting principles applied GAAP on a basis consistent with the past practices of Seller and the Company Eastern Entity (with the exception that the Eastern Financial Statements lack certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP) and (ivv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of to present fairly in all material respects the financial condition of Seller and the Company Eastern Entity and the results of the operations of Seller and the Company Eastern Entity as of the dates thereof or for the periods covered thereby; provided. For purposes of this Amendment, however“2009 Balance Sheet” mean the Balance Sheet of the Eastern Entity as of June 30, that -------- ------- 2009 included within the Interim Eastern Financial Statements may not include all footnotes required by U.S. generally accepted accounting principles and were or are subject to normal and recurring year-end adjustments which were not and are not anticipated to be material in amountStatements.

Financial Information; Books and Records. (a) True ---------------------------------------- and complete copies of (i) the draft of the audited consolidated balance sheet of the Company Apro for the fiscal year ended as of December March 31, 1995, 2007 and the related audited consolidated statements of income, changes in shareholdersretained earnings, stockholders' equity and cash flows of Apro, together with all related notes and schedules thereto, accompanied by the Companyreports thereon of Apro's Accountants (collectively referred to herein as the "Apro Financial Statements") and (ii) the unaudited consolidated balance sheet of Apro as of December 31, 2007 (the "Apro Interim Balance Sheet"), and the related consolidated statements of income, retained earnings, stockholders' equity and cash flows of Apro, together with all related notes and schedules thereto (collectively referred to herein as the "Draft Audited Apro Interim Financial StatementsStatement"), and (ii) the ---------------------------------- unaudited balance sheet of the Company for the eleven months ended as of November 30, 1996, and the related statements of income, changes in shareholders' equity and cash flows of have been made available or delivered by Apro to the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Interim ------- Financial Statements") -------------------- are attached as Section 2.05 of the Disclosure Schedule. The Draft Audited Apro Financial Statements and the Apro Interim Financial Statements Statement (i) were prepared in accordance with the books of account and other financial records of the CompanyApro, (ii) present fairly the consolidated financial condition and results of operations of Apro and the Company Subsidiaries as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with U.S. generally accepted accounting principles GAAP applied on a basis consistent with the past practices of the Company Apro and (iv) include all material adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of Apro and the Company Subsidiaries and the results of the operations of Apro and the Company Subsidiaries as of the dates thereof or for the periods covered thereby; provided, however, except that -------- ------- the unaudited Apro Interim Financial Statements may not include all footnotes required by U.S. generally accepted accounting principles Statement was and were or are is subject to normal and recurring year-end adjustments which were or were not and are not anticipated expected to be material in amount.

Financial Information; Books and Records. (a) True ---------------------------------------- and complete copies of (i) the draft of the audited balance sheet of the Company for the fiscal year ended as of December 31, 1995, and the related audited following financial statements of income, changes in shareholders' equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Draft Audited “Financial Statements"), ”) have been made available to Parent on the Diligence Site: (i) audited financial statements as of and (ii) the ---------------------------------- unaudited balance sheet of the Company for the eleven months ended as of November 30year ending December 31, 19962019, and the related statements of income, changes in shareholders' ’ equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to herein as thereto, accompanied by the "Interim ------- Financial Statements") -------------------- are attached as Section 2.05 reports thereon of the Disclosure Schedule. The Draft Audited Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company, their respective accountants; (ii) present fairly audited financial statements as of and for the consolidated year ending December 31, 2020, and the related statements of income, changes in shareholders’ equity and cash flows of Company; (iii) unaudited financial condition statements as of and results for the fiscal quarter ending March 31, 2021, and the related statements of operations income, changes in shareholders’ equity and cash flows of Company (“Quarterly Financials”) and (iv) the unaudited, management prepared, balance sheet of the Company as of at March 31, 2021 (the dates thereof or “Interim Balance Sheet Date”; the balance sheet for the periods covered therebyInterim Balance Sheet Date being the “Interim Balance Sheet”) and the related statements of income, (iii) changes in shareholders’ equity and cash flows of Company, in each case, having regard to the purposes for which they were prepared and the fact that the Quarterly Financials and Interim Balance Sheet have not been prepared in accordance with U.S. generally accepted accounting principles applied on to a basis consistent with the past practices of the Company statutory or audited standard and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of the Company and the 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 may not include all footnotes required by U.S. generally accepted accounting principles and were or are subject to contain normal and recurring year-end adjustments which were not and are not anticipated or all notes required to be material provided in amountcompliance with Applicable Financial Standards.

Financial Information; Books and Records. (a) True ---------------------------------------- and complete copies of (i) the draft Reference Statement of Net Assets, (ii) the audited balance sheet of the Company for the fiscal year ended Seller as of December 3128, 19952002, December 29, 2001 and December 30, 2000, and the related audited statements of incomeincome and retained earnings, changes in shareholdersstockholders' equity and cash flows of the CompanySeller for the fiscal years then ended, together with all related notes and schedules thereto thereto, accompanied by the reports thereon of the Seller's Accountants (collectively referred to herein as the "Draft Audited Financial Statements"), ) and (iiiii) the ---------------------------------- unaudited balance sheet of the Company for the eleven months ended Seller as of November 30September 27, 19962003, and the related statements of income, changes in shareholders' equity income and cash flows retained earnings of the Company, together with all related notes and schedules thereto Seller (collectively referred to herein as the "Interim ------- Financial Statements") -------------------- are attached as Section 2.05 have been delivered by the Seller to the Purchaser. The Reference Statement of Net Assets (i) was prepared in accordance with the books of account and other financial records of the Disclosure ScheduleSeller, (ii) presents fairly the financial condition of the Business as of the date thereof (except that it excludes the Excluded Assets and Excluded Liabilities), (iii) has been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Seller (except that it excludes the Excluded Assets and Excluded Liabilities and subject to the absence of footnote disclosures and year-end adjustments). The Draft Audited Financial Statements and the Interim Financial Statements Statement (i) were prepared in accordance with the books of account and other financial records of the CompanySeller, (ii) present fairly the consolidated financial condition and results of operations of the Company Seller as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with U.S. generally accepted accounting principles GAAP applied on a basis consistent with the past practices of the Company Seller and (iv) include all adjustments (consisting only subject, in the case 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 may not include all footnotes required by U.S. generally accepted accounting principles Statements, to the absence of footnote disclosures and were or are subject to normal and recurring year-end adjustments which were not and are not anticipated to be material in amountadjustments).

Financial Information; Books and Records. (a) True ---------------------------------------- Section 3.04 of the Disclosure Schedule sets forth true and complete copies of (i) the draft of the audited balance sheet of the Company Business for each of the two fiscal year ended years ending as of December 31, 19952016 and December 31, 2017 and the related audited statements of income, changes in shareholders' equity and cash flows income of the Company, together with all related notes and schedules thereto Business for the years then ended (collectively referred to herein as the "Draft Audited “Historical Financial Statements"”), and (ii) the ---------------------------------- unaudited balance sheet of the Company for the eleven months ended Business as of November 30January 31, 19962018, and the related statements of income, changes in shareholders' equity and cash flows income of the Company, together with all related notes and schedules thereto Business for the one month period then ended (collectively referred to herein as the "“Interim ------- Financial Statements") -------------------- are attached as Section 2.05 of ” and, together with the Disclosure ScheduleHistorical Financial Statements, the “Financial Statements”). The Draft Audited Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the CompanyIBEX Corp., (ii) present fairly the consolidated financial condition and results of operations of the Company Business as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with U.S. generally accepted accounting principles GAAP applied on a basis consistent with the past practices of IBEX Corp. (subject, in the Company case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of the Company Business and the results of the operations of the Company Business as of the dates thereof or for the periods covered thereby; provided. The balance sheet of the Business as of January 31, however, that -------- ------- 2018 is referred to herein as the “Interim Financial Statements may not include all footnotes required by U.S. generally accepted accounting principles Balance Sheet” and were or are subject to normal and recurring year-end adjustments which were not and are not anticipated to be material in amountthe date thereof as the “Interim Balance Sheet Date.”

Financial Information; Books and Records. (a) True ---------------------------------------- and complete copies of (i) the draft of the audited consolidated balance sheet of the Company Seller for each of the three fiscal year years ended as of December 31, 19951996, December 31, 1997, and the related audited statements of incomeDecember 31, changes in shareholders' equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Draft Audited Financial Statements"), and (ii) the ---------------------------------- unaudited balance sheet of the Company for the eleven months ended as of November 30, 19961998, and the related statements of income, changes in shareholdersretained earnings, stockholders' equity and cash flows changes in financial position of the CompanySeller, together with all related notes and schedules thereto as compiled by the Seller's Accountant (collectively referred to herein as collectively, the "Interim ------- Financial StatementsFINANCIAL STATEMENTS") -------------------- are attached as Section 2.05 and (ii) the Reference Balance Sheet and the related statements of income, retained earnings, stockholders' equity and changes in financial position of the Disclosure ScheduleSeller, as compiled by the Seller's Accountant (collectively, the "INTERIM FINANCIAL STATEMENTS"), have been delivered by the Seller to the Purchaser. The Draft Audited Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the CompanySeller, (ii) present fairly in all material respects the consolidated financial condition and results of operations of the Company Seller as of the dates thereof or for the periods covered thereby, (iii) except for treatment of fixed assets, which are depreciated on an income tax basis, as otherwise noted thereon and, in the case of the Interim Financial Statements, for normal year-end adjustments that would not have a Material Adverse Effect, have been prepared in accordance with U.S. generally accepted accounting principles GAAP applied on a basis consistent with the past practices of the Company Seller and throughout the periods involved and (iv) will include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of the Company Seller and the results of the operations of the Company Seller as of the dates thereof or and for the periods covered thereby; provided, however, that -------- ------- the Interim Financial Statements may not include all footnotes required by U.S. generally accepted accounting principles and were or are subject to normal and recurring year-end adjustments which were not and are not anticipated to be material in amount.

Financial Information; Books and Records. (a) True ---------------------------------------- Except as set ------------------------------------------ forth in Schedule 5.6(a), the Financial Statements have been prepared in ---------------- accordance with GAAP, and complete copies of fairly present in all material respects, (i) the draft financial condition, assets and liabilities of the audited balance sheet Business (excluding Excluded Assets and Retained Liabilities) as of the Company for the fiscal year ended as of December 31, 1995, and the related audited statements of income, changes in shareholders' equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Draft Audited Financial Statements"), dates therein specified; and (ii) the ---------------------------------- unaudited balance sheet results of operations of the Company Business for the eleven months ended periods indicated. Schedule -------- 5.6(b) sets out the descriptions and amounts of deferred Taxes as of November 30, 1996, and shown in the related statements of income, changes in shareholders' equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Interim ------- - Financial Statements". (b) -------------------- are attached as Section 2.05 of The audited financial statements for the Disclosure Schedule. The Draft Audited Financial Statements years ended December 31, 2000 and December 31, 2001 previously delivered by Pfizer to Purchaser relating to the Interim Financial Statements (i) Business were prepared in accordance with GAAP, and fairly present in all material respects, (i) the books of account financial condition, assets and other financial records liabilities of the Company, Business as of the dates therein specified and (ii) present fairly the consolidated financial condition and results of operations of the Company as of the dates thereof or Business for the periods covered therebyindicated. (c) The unaudited interim statement of income and loss of the Business for the year ended December 31, (iii2002 and the statements of inventory and accounts receivables as at December 31, 2002 which are attached hereto in Schedule 5.6(c) --------------- have been prepared by Pfizer and are derived from the books and records of the Business and, subject to the Interim Period Adjustments, fairly present in all material respects the results of operations and inventories and receivable accounts of the Business for the periods and dates indicated, and are consistent with Pfizer's internal accounting policies. (d) The amount of receivables set forth on Schedule 5.6(c) was derived from --------------- transactions in the ordinary course of Business reflected in the books and records of the Business and, subject to the Interim Period Adjustments, and subject to reserves with respect to such receivables, was recorded in accordance with U.S. generally accepted accounting principles applied GAAP. (e) The inventory set forth on a basis consistent with Schedule 5.6(c) was reflected in the past practices books --------------- and records of the Company and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of the Company and the results of the operations of the Company as of the dates thereof or for the periods covered thereby; providedBusiness and, however, that -------- ------- subject to the Interim Financial Statements may not include all footnotes required by U.S. generally accepted accounting principles Period Adjustments, and were or are subject to normal and recurring year-end adjustments which were not and are not anticipated reserves with respect to be material such inventory, was recorded in amount.accordance with GAAP. Section 5.7

Financial Information; Books and Records. (a) True and ---------------------------------------- and complete copies of (i) the draft of the audited consolidated balance sheet of the Company for each of the two fiscal year years ended as of December 31, 19951998, 1999, and the related audited consolidated statements of income, changes in shareholdersretained earnings, stockholders' equity and cash flows changes in financial position of the Company, together with all related notes and schedules thereto thereto, (collectively referred to herein as the "Draft Audited Financial Statements"), ) and (ii) the ---------------------------------- -------------------- unaudited consolidated balance sheet of the Company for the eleven months ended as of November 30March 31, 19962000, and the related consolidated statements of income, changes in shareholdersretained earnings, stockholders' equity and cash flows changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Interim ------- Financial Statements") -------------------- are attached as Section 2.05 of have been delivered by the Disclosure ScheduleSellers to the ----------------------------- Purchaser. The Draft Audited Financial Statements, the Interim Financial Statements and the Interim Financial Statements Reference Balance Sheet (i) were prepared in accordance with the books of account and other financial records of the Company, (ii) present fairly the consolidated financial condition and results of operations of the Company as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with U.S. generally accepted accounting principles GAAP applied on a basis consistent with the past practices of the Company 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 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 may not include all footnotes required by U.S. generally accepted accounting principles and were or are subject to normal and recurring year-end adjustments which were not and are not anticipated to be material in amount.

Financial Information; Books and Records. (a) True ---------------------------------------- and complete copies of (i) the draft of Reference Balance Sheet and (ii) the audited consolidated balance sheet of the Company for each of the three fiscal year years ended as of December 31, 19952008, 2007 and 2006, and the related audited consolidated statements of income, retained earnings, stockholders’ equity and changes in shareholders' equity and cash flows financial position of the Company, together with all related notes and schedules thereto thereto, accompanied by the reports thereon of the Seller’s Accountants (collectively referred to herein as the "Draft Audited “Financial Statements")”) have been delivered by the Seller to the Purchaser. The Reference Balance Sheet (i) was prepared in accordance with the books of account and other financial records of the Seller, the Company and the Company Subsidiaries, (ii) presents fairly, in all material respects, the consolidated financial condition of the Company and the Company Subsidiaries as of the date thereof, and (iiiii) has been prepared in accordance with GAAP applied on a basis consistent with the ---------------------------------- unaudited balance sheet past practices of the Seller, the Company for the eleven months ended as of November 30, 1996, and the related statements of income, changes in shareholders' equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Interim ------- Financial Statements") -------------------- are attached as Section 2.05 of the Disclosure ScheduleCompany Subsidiaries. The Draft Audited Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the CompanySeller, the Company and the Company Subsidiaries, (ii) present fairly fairly, in all material respects, the consolidated financial condition and results of operations of the Company and the Subsidiaries as of the dates thereof or for the periods covered thereby, and (iii) have been prepared in accordance with U.S. generally accepted accounting principles GAAP applied on a basis consistent with the past practices of the Company and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of Seller, 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 may not include all footnotes required by U.S. generally accepted accounting principles and were or are subject to normal and recurring year-end adjustments which were not and are not anticipated to be material in amountSubsidiaries.

Financial Information; Books and Records. ACTIVE 53233149v22 26 (a) True ---------------------------------------- and complete copies Schedule 4.06 of the Disclosure Schedules sets forth (i) the draft of the consolidated audited balance sheet sheets of the Company for and the fiscal year ended Company Subsidiaries as of December 31, 19952019 and 2018, and the related consolidated audited statements of income, changes in shareholders' income and stockholders’ equity and cash flows of for the Company, together with all related notes and schedules thereto fiscal years then ended (collectively referred to herein as the "Draft Audited “Financial Statements"), ”) and (ii) the ---------------------------------- consolidated unaudited balance sheet of the Company for and the eleven months ended Company Subsidiaries as of November 30August 31, 19962020 (the “Reference Balance Sheet Date”), and the related consolidated unaudited statements of income, changes in shareholders' equity and cash flows of income for the Company, together with all related notes and schedules thereto eight-month period then ended (collectively referred to herein as the "“Interim ------- Financial Statements") -------------------- are attached as Section 2.05 of the Disclosure Schedule”). The Draft Audited Financial Statements and the Interim Financial Statements (ix) were prepared in accordance with the books of account and other financial records of the CompanyCompany and the Company Subsidiaries, (iiy) 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 (iiiz) have been prepared in accordance with U.S. generally accepted GAAP (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 the effect of which will not be material individually or in the aggregate). (b) The Company maintains a system of internal accounting principles applied on a basis consistent controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP (subject, in the past case of unaudited financial statements, to the absence of footnote disclosures and other presentation items and changes resulting from year-end adjustments) and to maintain asset accountability; and (iii) access to assets is permitted only in accordance with management’s general or specific authorization. The Company does not maintain any “off balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the SEC. (c) Since January 1, 2018, there have been no internal investigations regarding financial reporting or accounting policies or practices at or with respect to the Company initiated at the direction of the chief executive officer or chief financial officer, or the Company Board or any committee of the Company and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation Board. Since January 1, 2018, to the Knowledge of the Company, there are no material weaknesses or significant deficiencies in the internal controls over financial condition reporting of the Company, and, to the Knowledge of the Company, there are no deficiencies that would adversely affect the ability to prepare financial statements of the Company in conformity with GAAP in any material respect, subject to the customary exceptions with respect to unaudited financial statements. Section 4.07 Absence of Undisclosed Liabilities. There are no material Liabilities of the Company or the Company Subsidiaries other than Liabilities (a) specifically reflected and adequately reserved against on the Interim Financial Statements, the Financial Statements or the notes thereto, or (b) incurred since the Reference Balance Sheet Date included in the Interim Financial Statements in the ordinary course of business of the Company or the Company Subsidiaries. Section 4.08 Conduct in the Ordinary Course. Except as set forth on Schedule 4.08 of the Disclosure Schedules, (i) since December 31, 2019, the Company and the results Company Subsidiaries have operated only in the ordinary course of business in all material respects and (ii) since the operations of Reference Balance Sheet Date there has not been, with respect to the Company as of or the dates thereof or for the periods covered thereby; provided, however, that -------- ------- the Interim Financial Statements may not include all footnotes required by U.S. generally accepted accounting principles and were or are subject to normal and recurring year-end adjustments which were not and are not anticipated to be material in amount.Company

Financial Information; Books and Records. (a) True ---------------------------------------- and complete copies of (i) the draft of the audited balance sheet of the Company for the fiscal year ended Seller as of December 31, 19952001, the audited balance sheet of the Seller as of December 31, 2002, and the related audited statements of income, retained earnings, stockholders’ equity and changes in shareholders' equity and cash flows financial position of the CompanySeller for the period from inception to December 31, 2002, together with all related notes and schedules thereto thereto, accompanied by the reports thereon of the Seller’s independent accountants (collectively referred to herein as the "Draft “Audited Financial Statements"), ”) and (ii) true and complete copies of the ---------------------------------- unaudited balance sheet of the Company Seller for the eleven months year ended as of November 30December 31, 1996, 2003 (the “Unaudited Balance Sheet,” and the related statements of income, changes in shareholders' equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Interim ------- Audited Financial Statements", the ”Financial Statements”) -------------------- are attached as Section 2.05 of have been delivered by the Disclosure ScheduleSeller to the Purchaser. The Draft Audited Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the CompanySeller, (ii) present fairly the consolidated financial condition and results of operations of the Company Seller as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with U.S. generally accepted accounting principles Korean GAAP applied on a basis consistent with the past practices of the Company Seller and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of the Company Seller and the results of the operations of the Company Seller as of the dates thereof or for the periods covered thereby; provided, howeverexcept where the failure to be so prepared, that -------- ------- the Interim Financial Statements may to so present and to so include, all as contemplated by clauses (i) through (iv), would not include all footnotes required by U.S. generally accepted accounting principles and were or are have a Material Adverse Effect. The Unaudited Balance Sheet, subject to normal any audit adjustments, (i) was prepared in accordance with the books of account and recurring year-end adjustments which were not other financial records of the Seller, (ii) presents fairly the financial condition of the Seller as of the date thereof and are not anticipated (iii) has been prepared in accordance with Korean GAAP applied on a basis consistent with past practices of the Seller, except where the failure to be material in amountso prepared and to so present, all as contemplated by clauses (i) through (iii), would not have a Material Adverse Effect.