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. (b) The books of account and other financial records of the Company: (i) reflect all items of income and expense and all assets and liabilities required to be reflected therein in accordance with U.S. generally accepted accounting principles applied on a basis consistent with the past practices of the Company, (ii) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in accordance with good business and accounting practices. (c) Except for (i) liabilities reflected on the balance sheet contained in the Interim Financial Statements and (ii) liabilities incurred in the ordinary course of business of the Company subsequent to November 30, 1996, the Company has no material liabilities and there is no existing condition or set of circumstances that could reasonably be expected to result in any such material liability.

Financial Information; Books and Records. (a) True and complete copies of (i) all capital verification reports of the draft Company issued by the accountants of the Company since the establishment of the Company, together with all related notes and schedules thereto, (ii) the audited balance sheet of the Company for each of the two fiscal year years ended as of December 31, 19952000 and December 31, 2001, and the related audited statements of incomeincome and statements of cash flows, changes in shareholders' equity together with all related notes and cash flows schedules thereto, accompanied by the reports thereon of the Company’s Accountants (collectively referred to herein as the “Financial Statements”) and (iii) the unaudited balance sheet of the Company as of June 30, 2002, and the related statements of income and statements of cash flows, 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"”) have been delivered by the Company to each Purchaser. The Financial Statements and the Interim Financial Statements are attached as enclosed in Section 2.05 3.08(a) 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, and (iii) have been prepared in accordance with U.S. generally accepted accounting principles the Accounting Rules 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. (b) The books of account and other financial records of the Company: (i) reflect all items of income and expense and all assets and liabilities Liabilities required to be reflected therein in accordance with U.S. generally accepted accounting principles the Accounting Rules applied on a basis consistent with the past practices of the Company, (ii) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in accordance with good business and accounting practices. (c) Except for (i) liabilities reflected on the balance sheet contained in the Interim Financial Statements and (ii) liabilities incurred in the ordinary course of business of the Company subsequent to November 30, 1996, the Company has no material liabilities and there is no existing condition or set of circumstances that could reasonably be expected to result in any such material liability.

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 thereto, accompanied by the reports thereon of their respective accountants; (collectively referred to herein ii) audited financial statements as of and for the "Interim Financial Statements"year ending December 31, 2020, and the related statements of income, changes in shareholders’ equity and cash flows of Company; (iii) are attached unaudited financial statements as Section 2.05 of and for the fiscal quarter ending March 31, 2021, and the related statements of income, changes in shareholders’ equity and cash flows of Company (“Quarterly Financials”) and (iv) the unaudited, management prepared, balance sheet of the Disclosure Schedule. The Draft Audited Financial Statements Company as at March 31, 2021 (the “Interim Balance Sheet Date”; the balance sheet for the Interim Balance Sheet Date being the “Interim Balance Sheet”) and the related statements of income, 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 to a statutory or audited standard and may not contain normal year-end adjustments or all notes required to be provided in compliance with Applicable Financial Standards. (b) The Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company, (ii) present fairly fairly, in all material respects, the consolidated financial condition and results of operations of the Company 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 applied on a basis consistent with the past practices of Applicable Financial Standards; provided 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 Quarterly Financials 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 Balance Sheet may not include contain all footnotes notes 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 provided in amountcompliance with Applicable Financial Standards. (bc) The books of account and other financial records of the Company: (i) reflect all items of income and expense and all assets and liabilities required to be reflected therein in accordance with U.S. generally accepted accounting principles applied on a basis consistent with the past practices of the CompanyApplicable Financial Standards, (ii) are complete and correct, in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in accordance with good business and accounting practices. (cd) Except for (i) liabilities reflected on the balance sheet contained in Since the Interim Financial Statements and (ii) liabilities incurred in the ordinary course of business of the Company subsequent to November 30Balance Sheet Date, 1996, the Company there has no material liabilities and there is no existing condition or set of circumstances that could reasonably be expected to result in not been any such material liabilityMaterial Change.

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 years ended as of December 31, 19952018 and December 31, 2019 (as restated); and for the related audited statements of incomethree (3)-month period ended March 31, changes in shareholders' equity and cash flows of 2020 (the Company, together with all related notes and schedules thereto (collectively referred to herein as “Interim Balance Sheet Date”; the "Draft Audited Financial Statements"), and (ii) the unaudited balance sheet of the Company for the eleven months ended as of November 30, 1996Interim Balance Sheet Date being the “Interim Balance Sheet”), and the related statements of income, changes in shareholders' stockholders’ equity and cash flows of the Company, together with all related notes and schedules thereto thereto, accompanied by the reports thereon of their respective accountants (collectively referred to herein as the "Interim “Financial Statements"”) are attached as Section 2.05 of exhibits to the Disclosure ScheduleSchedules. 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 fairly, in all material respects, 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 except as may be indicated in the notes thereto and subject, in the case of unaudited Financial Statements, to the absence of footnotes and normal year-end adjustments that will not be material to Company in amount or nature, 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. (b) The books of account and other financial records of the Company: (i) reflect all items of income and expense and all assets and liabilities required to be reflected therein in accordance with U.S. generally accepted accounting principles GAAP and, to the extent consistent with GAAP, applied on a basis consistent with the past practices of the Companypractices, (ii) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in accordance with good business and accounting practices, except as otherwise noted therein and subject, in the case of the Interim Balance Sheet and Financial Statements that are unaudited, to the omission of footnotes. (c) Except for (ias set forth on Section 2.3(c) liabilities reflected on of the balance sheet contained in Disclosure Schedules, since the Interim Financial Statements and (ii) liabilities incurred Balance Sheet Date, except for transactions specifically contemplated in the ordinary course of business of the Company subsequent to November 30this Agreement, 1996, the Company there has no material liabilities and there is no existing condition or set of circumstances that could reasonably be expected to result in not been any such material liabilityMaterial Change.