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

Financial Information; Books and Records. The Company has provided Parent with true, correct and complete copies of (a) the audited balance sheet of the Company for the fiscal year ended December 31, 2015, and the related income statement for the period then ended (the “2015 Financial Statements”), (b) the audited balance sheet of the Company for the fiscal year ended December 31, 2014, and the related income statement for the period then ended (the “2014 Financial Statements”), (c) the audited balance sheet of the Company 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 the 2015 Financial Statements, 2014 Financial Statements and 2013 Financial Statements, the “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 financial condition, results of operations and cash flows of the Company as of the date thereof and for the periods covered thereby (subject to the absence of footnotes and normal year-end adjustments), and (iii) have been prepared in accordance with GAAP. The Company 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 date thereof and for the period covered thereby.

Financial Information; Books and Records. The Company has provided Parent with trueExcept as set forth in Section 3.07 of the Disclosure Schedule, correct (a) True and complete copies of (ai) the Reference Balance Sheet, (ii) the audited consolidated balance sheet of the Company Seller for the fiscal year ended as of December 31, 2015, 2000 and the related income audited consolidated statements of income, consolidated statement for of cash flow, retained earnings, shareholders' equity and changes in financial position of the period then ended (Seller, together with all related notes and schedules thereto, accompanied by the “2015 Financial Statements”)reports thereon of the Seller's Accountants, (biii) the audited unaudited consolidated balance sheet of the Company Seller and the unaudited balance sheet of each Acquired Subsidiary, in each case for the fiscal year ended as of December 31, 20142001, and the related income statement unaudited consolidated statements of income, cash flow, retained earnings, shareholders' equity and changes in financial position of the Seller for such fiscal year, together with (except in the period then ended case of the balance sheet of each Acquired Subsidiary) all related notes and schedules thereto, and (the “2014 Financial Statements”), (civ) the audited unaudited consolidated balance sheet of the Company for the fiscal year ended December 31, 2013, Seller and the related income statement for the period then ended (the “2013 Financial Statements”) and (d) the unaudited balance sheet of each Acquired Subsidiary, in each case for each of the Company three fiscal quarters ended as of March 31, 2002, June 30, 2016 (the “Balance Sheet Date”)2002, and September 30, 2002 and the related unaudited consolidated statements of income statement and cash flow of the Seller for each of such fiscal quarters ((ii) -- (iv) inclusive collectively referred to herein as the "Financial Statements") and (v) the cash financials of the Seller and its Subsidiaries (excluding PCL) for the six-month period then three fiscal quarters ended as of March 31, 2002, June 30, 2002, and September 30, 2002 (the “Interim "Restricted Group Cash Financials") have been delivered by the Seller to the Purchaser provided, however, that the balance sheet for Broadband Tower (Japan) dated as of March 31, 2002, and June 30, 2002 and the balance sheet for Philippines Crossing Land Corporation dated as of December 31, 2001 have not been so delivered and shall not be included in the term Financial Statements”, together with the 2015 Financial Statements, 2014 Financial Statements and 2013 Financial Statements, the “Company Financial Statements”). The Company Financial Statements Reference Balance Sheet (i) were was prepared in accordance with the books of account and other financial records of the CompanySeller and the Acquired Subsidiaries, (ii) presents fairly in all material respects as required under U.S. GAAP the consolidated financial condition of the Acquired Subsidiaries, the Assumed Liabilities and the Acquired Assets as of the date thereof (except that they exclude the Excluded Assets and Excluded Liabilities), (iii) has been prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Financial Statements (except that (A) it excludes the Excluded Assets and Excluded Liabilities and (B) long-lived asset impairments have not been reflected in the Reference Balance Sheet), and (iv) includes all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Acquired Subsidiaries, Assumed Liabilities and the Acquired Assets as of the date thereof. The Financial Statements and the audited statements, when delivered (w) were, or will have been, prepared in accordance with the books of account and other financial records of the Seller and, as applicable, the Acquired Subsidiaries, (x) present fairly in all material respects the consolidated financial condition, results of operations and cash flows flow of the Company Seller and, as applicable, the Acquired Subsidiaries as of the date dates thereof and or for the periods covered thereby thereby, (subject to y) have been, or will have been, prepared in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Seller and, as applicable, the Acquired Subsidiaries (except (1) for the absence of footnotes from the quarterly financial statements and normal year(2) that long-end adjustmentslived asset impairments have not been reflected in the Financial Statements), and (iiiz) have been prepared except in accordance with GAAP. The Company Financial Statements the case of the quarterly financial statements, include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Company and Seller and, as applicable, the Acquired Subsidiaries, the results of the operations and cash flow of the Company Seller as of the date dates thereof and or for the period periods covered thereby. The Restricted Group Cash Financials: (a) were prepared in accordance with the books of account and other financial records of the Seller and its Subsidiaries (excluding PCL) and (b) present fairly in all material respects the results of operations of the Seller and, as applicable, its Subsidiaries (excluding PCL) based on the methodology set forth in the Restricted Group Cash Financials.

Financial Information; Books and Records. The Company has provided Parent with true, correct and complete copies of (a) the audited Copies of (i)the unaudited balance sheet of the Company for the fiscal year ended as of December 31, 20151996, and the related income statement for the period then ended (the “2015 Financial Statements”)unaudited statements of income, (b) the audited balance sheet and cash flows of the Company for Company, together with all related notes and schedules thereto, accompanied by the fiscal year ended December 31, 2014, and the related income statement for the period then ended (the “2014 Financial Statements”), (c) the audited balance sheet reports thereon of the Company for the fiscal year ended December 31, 2013, and the related income statement for the period then ended (the “2013 Financial Statements”) Seller's Accountants and (dii) the unaudited balance sheet of the Company as of June 30, 2016 1997 (the “"Balance Sheet Date”Sheet"), and the related income statement statements of income, and cash flows of the Company for the six-month period then five months ended (the “Interim Financial Statements”June 30, 1997, together with all related notes and schedules thereto (collectively referred to herein as the 2015 "Financial Statements, 2014 Financial Statements and 2013 Financial Statements, ") have been delivered by the “Company Financial Statements”)Seller to the Purchaser. 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 financial condition, condition and results of operations and cash flows of the Company as of the date dates thereof and or for the periods covered thereby (subject to normal recurring adjustments that are not in the absence of footnotes and normal year-end adjustments), aggregate expected to have a Material Adverse Effect on the Company and (iii) have been prepared in accordance with GAAP. The Company Financial Statements include all adjustments (consisting only of normal recurring accruals) that are necessary for U.S. GAAP applied on a fair presentation basis consistent with the past practices of the Seller and the Company. (b) The books of account and other financial condition records of the Company Company: (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with U.S. GAAP applied on a basis consistent with the results past practices of the operations of the Company as of the date thereof Company; (ii) are in all material respects complete and for the period covered therebycorrect, and do not contain or reflect any material inaccuracies or discrepancies; and (iii) have been maintained in accordance with good business and accounting practices.

Financial Information; Books and Records. The Company has provided Parent with true, correct and complete copies of (a) Attached hereto as Schedule 3.6(a) are (i) the audited combined balance sheet of the Company Business and the L Tape Product Line as at September 30, 2004 and the related combined audited statements of income and cash flows for the fiscal year years ended December 31September 30, 2015, and the related income statement for the period then ended 2004 (the “2015 Financial Statements”), (b) the audited balance sheet of the Company for the fiscal year ended December 31, 2014, and the related income statement for the period then ended (the “2014 Financial Statements”), (c) the audited balance sheet of the Company for the fiscal year ended December 31, 2013, and the related income statement for the period then ended (the “2013 2004 Financial Statements”) and (dii) the unaudited audited combined balance sheet of the Company Business and the L Tape Product Line as of June at September 30, 2016 (the “Balance Sheet Date”)2005, and together with the related audited combined statements of income statement and cash flows for the six-twelve (12) month period then ended (with the audited combined balance sheet of the Business and the L Tape Product Line as at September 30, 2005 being hereinafter referred to as the “Interim Financial StatementsBalance Sheet”, together with ) (the 2015 Financial Statements, 2014 Financial Statements financial statements in clauses (i) and 2013 Financial Statements, (ii) are collectively referred to herein as the “Company Financial Statements”). The Company Financial Statements (i) were Statements, except as described therein or on Schedule 3.6(a), have been prepared in accordance with GAAP consistently followed throughout the books of account and other periods indicated. The Balance Sheet fairly presents, in all material respects, the financial records position of the CompanyBusiness and the L Tape Product Line at September 30, (ii) present 2005 and the related statements of income and cash flows fairly present, in all material respects, the financial condition, results of the operations and cash flows of the Company as of Business and the date thereof and L Tape Product Line for the periods covered thereby (subject to the absence of footnotes and normal year-end adjustments)fiscal year ended September 30, and (iii) have been prepared in accordance with GAAP2005. The Company 2004 Financial Statements include fairly present, in all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of material respects, the financial condition of the Company and position, the results of the operations and cash flows of the Company Business and the L Tape Product Line as of and for the date thereof fiscal year ended September 30, 2004. (b) The books and records of each of the Business, the L Tape Product Line, the Asset Selling Entities and the Conveyed Companies for the fiscal years ended September 30, 2004 and 2005 and for the period covered therebyfrom September 30, 2005 through the date hereof have been maintained in material compliance with applicable legal and accounting requirements.

Financial Information; Books and Records. The Company has provided Parent with true, correct and complete copies of (a) Except as set forth in Schedule 5.6(a)-1, the audited balance sheet of the Company for the fiscal year ended December 31, 2015, and the related income statement for the period then ended (the “2015 Financial Statements”), (b) the audited balance sheet of the Company for the fiscal year ended December 31, 2014, and the related income statement for the period then ended (the “2014 Financial Statements”), (c) the audited balance sheet of the Company 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 the 2015 Financial Statements, 2014 Financial Statements and 2013 Financial Statements, the “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 financial condition, results of operations and cash flows of the Company as of the date thereof and for the periods covered thereby (subject to the absence of footnotes and normal year-end adjustments), and (iii) have been prepared in accordance with GAAP. The Company Financial Statements include , and present fairly in all adjustments material respects, (consisting only of normal recurring accrualsi) that are necessary for a fair presentation of the financial condition of the Company Business (excluding Excluded Assets and Retained Liabilities) as of the dates therein specified; and (ii) the results of the operations operations, including cash flow statements, of the Company Business (excluding Excluded Assets and Retained Liabilities) for the periods indicated. Schedule 5.6(a)-2 sets out the descriptions and amounts of deferred Taxes as shown in the Financial Statements. (b) The audited financial statements, dated as of the date thereof periods ended December 31, 2000 and December 31, 2001, delivered by Pfizer to Purchaser relating to the Business and attached hereto as Schedule 5.6(b) (the “Audited Financial Statements”) were prepared in accordance with GAAP, and present fairly in all material respects, (i) the financial condition of the Business as of the dates therein specified and (ii) the results of operations, including cash flow statements, of the Business for the periods indicated. (c) The unaudited management financial statements, dated as of the period covered thereby.ended September 30, 2002, delivered by Pfizer to Purchaser relating to the Business and attached hereto as Schedule 5.6(c) (the “September 2002 Management Financial Statements”) were prepared in accordance with GAAP (except for the absence of footnotes and year end adjustments), and present fairly, in all material respects, (i) the financial condition of the Business as of September 30, 2002 and (ii) the results of operations, including cash flow statements, of the Business for the nine-month period ended September 30, 2002. Back to Contents