Common use of Financial Information; Liabilities Clause in Contracts

Financial Information; Liabilities. (a) Seller has made available to Buyer copies of the unaudited combined balance sheets of the Business as of December 31, 2021 and December 31, 2020, and the related unaudited combined statements of income of the Business for the fiscal years ended on December 31, 2021 and December 31, 2020 (collectively, the “Unaudited Financial Information”). The Unaudited Financial Information (i) has been prepared in good faith and in accordance with GAAP on a consistent basis throughout the periods covered thereby and derived from the books and records maintained by Seller and (ii) fairly presents, in all material respects and in accordance with GAAP, the financial condition of the Business as of the respective dates it was prepared and the results of the operations of the Business for the periods indicated. The Business has established and adhered in all material respects to a system of internal accounting controls which is designed to provide reasonable assurance that information required to be disclosed by Seller and its Subsidiaries in connection with the Business is recorded and reported on a timely basis in accordance with GAAP, and there is not (i) any material weakness in any system of internal controls over financial reporting used by the Business that would reasonably be expected to materially adversely affect the Business’s ability to record, process, summarize, and report financial information, (ii) any fraud or other wrongdoing that involves any of the management or other employees of the members of the Business who have a role in the preparation of the financial statements or the internal accounting controls used by the members of the Business or (iii) any claim or allegation regarding the foregoing clauses (i) and (ii). This Section 4.12(a) is qualified by the fact that the Business has not operated as a separate “stand alone” entity within Seller, and, as a result, the Business has been allocated certain intercompany charges and credits for purposes of the preparation of the Unaudited Financial Information, which allocations of charges and credits do not necessarily reflect the amounts that would have resulted from arms’ length transactions or the actual costs that would be incurred if the Business operated as an independent enterprise. (b) There are no Liabilities of the Purchased Entities or arising out of the Business, other than those that (i) are adequately accrued or reserved against on the Unaudited Financial Information, (ii) have been incurred in the ordinary course of business, consistent with the past practices of the Business, since the date of the most recent balance sheet included in the Unaudited Financial Information (none of which Liabilities result, directly or indirectly, from any breach, default, tort, infringement or violation of applicable Law or any Contract at or before the Effective Time), (iii) related to the future performance of any Contract entered into in the ordinary course of business and in accordance with this Agreement (excluding breaches prior to Closing), (iv) are expressly required by this Agreement or are expressly disclosed in the Disclosure Letter, (v) are Excluded Liabilities, or (vi) individually or in the aggregate, are not, and would not be material to the Business.

Financial Information; Liabilities. (a) Schedule 4.5(a) of the Seller has made available to Buyer Disclosure Schedule sets forth true, correct and complete copies of (i) the unaudited combined balance sheets sheet of the Business as of March 31, 2024 (such date, the “Reference Date” and such balance sheet, the “Latest Balance Sheet”), and the related unaudited combined statement of income of the Business (taking into account the Corporate Functions used by the Business) for the three (3) month period ended March 31, 2024, and (ii) the unaudited combined balance sheet of the Business as of December 31, 2021 2022 and December 31, 20202023, and the related unaudited combined statements of income of the Business (taking into account the Corporate Functions used by the Business) for the fiscal years ended on December 31, 2021 2022 and December 31, 2020 2023 (collectively, the “Unaudited Financial Information”). The Unaudited Financial Information (i) has been prepared in good faith and in accordance with GAAP on a consistent basis throughout the periods covered thereby and derived from the books and records maintained by Seller and (ii) fairly presents, in all material respects and in accordance with GAAP, the financial condition of the Business as of the respective dates it was prepared and the results of the operations of the Business for the periods indicated. The Business has established and adhered in all material respects to a system of internal accounting controls which is designed to provide reasonable assurance that information required to be disclosed by Seller and its Subsidiaries in connection with the Business is recorded and reported on a timely basis in accordance with GAAP, and there is not (i) any material weakness in any system of internal controls over financial reporting used by the Business that would reasonably be expected to materially adversely affect the Business’s ability to record, process, summarize, and report financial information, (ii) any fraud or other wrongdoing that involves any of the management or other employees of the members of the Business who have a role in the preparation of the such unaudited financial statements or the internal accounting controls used by the members of the Business or (iii) any claim or allegation regarding referred to in the foregoing clauses (i) and (ii). This Section 4.12(a, collectively, the “Unaudited Financial Information”) is qualified by the fact (it being understood, however, that the Business has not operated been operating historically as a separate “stand alonestandalone” entity within Seller, and, as a resulttherefore, the Business has been allocated certain intercompany charges and credits for purposes of the preparation of the Unaudited Financial Information, which Information will reflect certain costs and other allocations of charges and credits do made that may not necessarily reflect the amounts that what would have resulted from arms’ length transactions or the actual costs that would be been incurred if the Business had operated as an independent enterprisea standalone business during the period covered by the Unaudited Financial Information and does not reflect costs and other allocations that would be allocated to the Business on a carveout basis). The Unaudited Financial Information: (A) has been prepared in good faith and, except as set forth in the notes thereto, in accordance with GAAP, consistently applied throughout the periods covered thereby, (B) fairly presents the financial condition and results of operations of the Business (taking into account the Corporate Functions used by the Business), as of the dates and for the periods therein specified, and (C) has been derived from books and records of Seller that are regularly maintained by management of Seller and are based upon group accounting guidelines and procedures of Seller used to prepare Seller and its Affiliates’ consolidated financial statements in accordance with GAAP. (b) Seller has established and maintains a system of internal accounting controls sufficient to provide reasonable assurance that, with respect to the Business transactions (i) including transactions between the Business, on the one hand, and Seller or any of its Affiliates (other than the Business), on the other hand, are recorded as necessary based upon group accounting guidelines and procedures of Seller to permit preparation of Seller’s consolidated financial statements in conformity with GAAP and to maintain asset accountability therein and (ii) involving the Business are recorded as necessary based upon group accounting guidelines and procedures of Seller to permit preparation of Seller’s consolidated financial statements that are free from material misstatement, except, in the case of each of clauses (i) through (ii), for any deficiency that, individually or in the aggregate, is not material to the Acquired Companies or the Business, taken as a whole. The Acquired Companies have possession of all material books, records and other material documents (whether in paper or electronic form) pertaining to the Business, and the properties and assets of the Business. Since the date that is three (3) years from the date of this Agreement, none of Seller, its Affiliates, their independent accountant(s) or their respective board of managers or board of directors, as applicable, has received any written, or to Seller’s Knowledge, oral notification of any (A) “significant deficiency” in the internal controls over financial reporting, (B) “material weakness” in the internal controls over financial reporting or (C) fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting. (c) There are no Liabilities of the Purchased Entities Acquired Companies or arising out the Business of the Businessany nature, whether or not accrued, contingent or otherwise, other than those that such Liabilities: (i) that are specifically set forth and adequately accrued or reserved against on in the Unaudited Financial InformationLatest Balance Sheet, (ii) have been incurred in the ordinary course of business, consistent with (iii) arising out of, relating to or resulting from the past practices Transactions or the announcement, negotiation, execution or performance of any Transaction Document, by one of the Business, Acquired Companies since the date of the most recent balance sheet included in the Unaudited Financial Information (none of which Liabilities result, directly Latest Balance Sheet or indirectly, from any breach, default, tort, infringement or violation of applicable Law or any Contract at or before the Effective Time), (iii) related to the future performance of any Contract entered into in the ordinary course of business and in accordance with this Agreement (excluding breaches prior to Closing), (iv) are expressly required by this Agreement or are expressly disclosed in the Disclosure Letterthat would not reasonably be expected to have, (v) are Excluded Liabilities, or (vi) individually or in the aggregate, are not, and would not be material to the Businessa Material Adverse Effect.

Financial Information; Liabilities. (a) Seller has made available to Buyer copies Section 3.5 of the Seller Disclosure Schedule sets forth, with respect to the Transferred Entities, on a consolidated basis, certain unaudited combined balance sheets of the Business as of December 31, 2021 and December 31, 2020, and the related unaudited combined statements of income of the Business financial information for the fiscal years ended on December 31, 2021 and December 31, 2020 and 2019 (collectivelysuch unaudited financial information, together with any notes thereto, the “Unaudited Business Financial Information”). The Unaudited Business Financial Information (ix) has been was prepared in good faith and in accordance with GAAP on a consistent basis consistently applied throughout the periods covered thereby and derived from involved, except as otherwise noted therein or as set forth in Section 3.5 of the books and records maintained by Seller Disclosure Schedule, and (iiy) fairly presentspresents fairly, in all material respects and in accordance with GAAPrespects, the financial condition results of operations of the Business Transferred Entities, on a consolidated basis, for each line item presented, as of the respective dates it was prepared thereof or the periods then ended, in each case except as may be noted therein and subject to normal and recurring year-end adjustments that are not material in nature or amount; provided, that the Business Financial Information and the foregoing representations and warranties in clauses (x) and (y) are qualified by (i) the disclosures relating to the basis of presentation set forth in Section 3.5 of the Seller Disclosure Schedule and (ii) the fact that (A) the Transferred Entities and the Transferred Entities (as defined in the PJM EPA) have not operated on a separate standalone basis and have historically been reported within Seller Parent’s or Seller’s consolidated financial statements, (B) the Business Financial Information omits certain labor, service and other allocated charges and therefore does not reflect amounts that the Transferred Entities have incurred in respect of such charges historically or would incur on a standalone basis or in arms-length transactions and (C) the Business Financial Information is not necessarily indicative of what the results of the operations of the Business for the periods indicated. The Business has established and adhered in or all material respects to a system of internal accounting controls which is designed to provide reasonable assurance that information required to be disclosed by Seller and its Subsidiaries in connection with the Business is recorded and reported on a timely basis in accordance with GAAP, and there is not (i) any material weakness in any system of internal controls over financial reporting used by the Business that would reasonably be expected to materially adversely affect the Business’s ability to record, process, summarize, and report financial information, (ii) any fraud or other wrongdoing that involves any of the management or other employees of the members of the Business who have a role Transferred Entities may be in the preparation of the financial statements future. There are no material off-balance sheet transactions, arrangements or obligations attributable to a Transferred Entity or the internal accounting controls used by the members of the Business or (iii) any claim or allegation regarding the foregoing clauses (i) and (ii). This Section 4.12(a) is qualified by the fact that the Business has not operated as a separate “stand alone” entity within Seller, and, as a result, the Business has been allocated certain intercompany charges and credits for purposes of the preparation of the Unaudited Financial Information, which allocations of charges and credits do not necessarily reflect the amounts that would have resulted from arms’ length transactions or the actual costs that would be incurred if the Business operated as an independent enterpriseBusiness. (b) There are no Liabilities or obligations of the Purchased Business or the Transferred Entities of any nature, whether or arising out of not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a balance sheet (or disclosed in the Businessaccompanying footnotes thereto), other than those that (i) are adequately accrued reflected in the Business Financial Information or reserved against on in the Unaudited Financial Informationdetermination of Working Capital or Net Cash, (ii) have been incurred in the ordinary course of businessbusiness since December 31, consistent with 2020 (except to the past practices extent such Liabilities or obligations arise from breaches by the Transferred Entities of any Business Material Contract or the failure of the Business, since the date of the most recent balance sheet included in the Unaudited Financial Information (none of which Liabilities result, directly or indirectly, from any breach, default, tort, infringement or violation of Transferred Entities to comply with applicable Law or any Contract at or before the Effective TimeLaw), (iii) related to are expressly incurred in connection with the future transactions contemplated hereby or the announcement, negotiation, execution or performance of any Contract entered into in this Agreement, the ordinary course of business and in accordance with this Agreement (excluding breaches prior to Closing)Ancillary Agreements or the Sale, (iv) are expressly required by this Agreement have been or are expressly disclosed in the Disclosure Lettershall be discharged or paid off prior to Closing, (v) are constitute Excluded Liabilities, or (vi) individually or would not reasonably be expected to materially adversely affect the Business and the Transferred Entities, taken as a whole. (c) Seller Parent, with respect to the Transferred Entities, maintains books and records reflecting their assets and Liabilities that are accurate in the aggregate, are notall material respects, and would not be systems of internal accounting controls that are designed to provide reasonable assurance in all material respects that (i) transactions are executed with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of their financial statements in accordance with GAAP, and (iii) access to their assets is permitted only in accordance with management’s general or specific authorization, it being understood that Seller Parent’s policies and procedures are designed and implemented giving effect to the Businessbusiness of the Seller Group as a whole and therefore levels of materiality and other determinations made with respect to the Seller Group are not the same as if the Business were operated on a standalone basis.

Financial Information; Liabilities. (a) Seller has made available to Buyer copies Section 3.5 of the unaudited combined balance sheets of Seller Disclosure Schedule sets forth, with respect to the Business as of December 31Transferred Entities, 2021 on a consolidated basis, the assets, liabilities, operating revenues, operating expenses and December 31, 2020, and the related unaudited combined statements of operating income of the Business for the fiscal years ended on December 31, 2021 and December 31, 2020 and 2019 (collectivelysuch unaudited financial information, together with any notes thereto, the “Unaudited Business Financial Information”). The Unaudited Business Financial Information (ix) has been was prepared in good faith and in accordance with GAAP on a consistent basis consistently applied throughout the periods covered thereby and derived from involved, except as otherwise noted therein or as set forth in Section 3.5 of the books and records maintained by Seller Disclosure Schedule, and (iiy) fairly presentspresents fairly, in all material respects respects, (A) the results of operations of the Transferred Entities, on a consolidated basis, as of the respective dates thereof or the periods then ended and in accordance with GAAP, during the periods set forth therein and (B) the financial condition condition, assets and liabilities of the Business as of the respective dates it was prepared thereof, in each case except as may be expressly noted therein and subject to normal and recurring year-end adjustments; provided, that the Business Financial Information and the foregoing representations and warranties in clauses (x) and (y) are qualified by (i) the disclosures relating to the basis of presentation set forth in Section 3.5 of the Seller Disclosure Schedule and (ii) the fact that (A) the Transferred Entities have not operated on a separate standalone basis and have historically been reported within Seller Parent’s consolidated financial statements, (B) the Business Financial Information omits (1) personnel costs and certain service and other allocated charges associated with Overhead and Shared Services, but otherwise includes all other direct expenses necessary for operations, and therefore does not reflect all amounts that the Transferred Entities have incurred in respect of such charges historically or would incur on a standalone basis or in arms-length transactions, (2) line items associated with (I) Affiliate payables and receivables, (II) investment tax credits and other deferred Tax assets and liabilities, (III) Excluded Liabilities, (IV) stockholders’ equity, (V) income Tax expense and (VI) net income, (3) a statement of cash flows, (4) a statement of stockholders’ equity and (5) notes to the financial statements and (C) the Business Financial Information is not necessarily indicative of what the results of the operations of the Business for the periods indicated. The Business has established and adhered in or all material respects to a system of internal accounting controls which is designed to provide reasonable assurance that information required to be disclosed by Seller and its Subsidiaries in connection with the Business is recorded and reported on a timely basis in accordance with GAAP, and there is not (i) any material weakness in any system of internal controls over financial reporting used by the Business that would reasonably be expected to materially adversely affect the Business’s ability to record, process, summarize, and report financial information, (ii) any fraud or other wrongdoing that involves any of the management or other employees of the members of the Business who have a role Transferred Entities may be in the preparation of the financial statements or the internal accounting controls used by the members of the Business or (iii) any claim or allegation regarding the foregoing clauses (i) and (ii). This Section 4.12(a) is qualified by the fact that the Business has not operated as a separate “stand alone” entity within Seller, and, as a result, the Business has been allocated certain intercompany charges and credits for purposes of the preparation of the Unaudited Financial Information, which allocations of charges and credits do not necessarily reflect the amounts that would have resulted from arms’ length transactions or the actual costs that would be incurred if the Business operated as an independent enterprisefuture. (b) There are no Liabilities or obligations of the Purchased Business or the Transferred Entities of any nature, whether or arising out not accrued, contingent or otherwise, that would be required by GAAP to be reflected on an audited combined balance sheet (or disclosed in the accompanying footnotes thereto) of the BusinessBusiness or the Transferred Entities, other than those that (i) are adequately accrued reflected in the Business Financial Information or reserved against on in the Unaudited Financial Informationdetermination of Working Capital, (ii) have been incurred in the ordinary course of business, business consistent with the past practices of the Businesspractice since December 31, since the date of the most recent balance sheet included 2020 and do not or would not reasonably be expected to exceed $2,000,000 in the Unaudited Financial Information aggregate (and none of which Liabilities resultis a liability for tort or infringement, directly breach of Contract, breach of warranty or indirectly, from any breach, default, tort, infringement or violation of applicable Law or any Contract at or before the Effective Timean Action), (iii) related have been or shall be discharged or paid off prior to the future performance HSR Closing, or (iv) constitute Excluded Liabilities. (c) Seller Parent, with respect to the Transferred Entities, maintains books and records reflecting their assets and Liabilities that are accurate in all material respects, and systems of any Contract entered into internal accounting controls that are designed to provide reasonable assurance in the ordinary course all material respects that (i) transactions are executed with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of business and their financial statements in accordance with this Agreement (excluding breaches prior to Closing), (iv) are expressly required by this Agreement or are expressly disclosed in the Disclosure Letter, (v) are Excluded Liabilities, or (vi) individually or in the aggregate, are notGAAP, and would not be material (iii) access to their assets is permitted only in accordance with management’s general or specific authorization, it being understood that Seller Parent’s policies and procedures are designed and implemented giving effect to the Businessbusiness of the Seller Group as a whole and therefore levels of materiality and other determinations made with respect to the Seller Group are not the same as if the Business were operated on a standalone basis. (d) Seller and each Transferred Entity is solvent, and neither Seller nor any Transferred Entity has admitted in writing its inability to pay its Liabilities as they become due, and there are no bankruptcy, reorganization or arrangement proceedings pending against, being contemplated by or, to the Knowledge of Seller, threatened in writing against Seller or any Transferred Entity.

Financial Information; Liabilities. (a) Seller has made available to Buyer copies Schedule 4.5(a) of the unaudited Seller Disclosure Schedule sets forth combined balance sheets of the Business as of December 31September 30, 2021 2022 and December 31September 30, 20202021, and the related unaudited combined statements of income operations, comprehensive income, invested equity, and cash flows of the Business for each of the fiscal three (3) years in the period ended on December 31September 30, 2021 and December 312022, 2020 (collectively, the “Unaudited Audited Financial InformationStatements”). The Unaudited Subject to the qualifications set forth in Section 4.5(b), the Audited Financial Information Statements (i) has have been prepared in good faith and in accordance with GAAP on a consistent basis throughout the periods covered thereby and derived from the books and records maintained by Seller and GAAP, (ii) present fairly presents, in all material respects and in accordance with GAAPrespects, taken as a whole, the financial condition and results of operations of the Business as of the respective dates it was prepared therein specified and the results of the operations of the Business for the periods indicated. The Business has established and adhered in all material respects to a system of internal accounting controls which is designed to provide reasonable assurance that information required to be disclosed by Seller and its Subsidiaries in connection with the Business is recorded and reported on a timely basis in accordance with GAAP, and there is not (i) any material weakness in any system of internal controls over financial reporting used by the Business that would reasonably be expected to materially adversely affect the Business’s ability to record, process, summarize, and report financial information, (ii) any fraud or other wrongdoing that involves any of the management or other employees of the members of the Business who have a role in the preparation of the financial statements or the internal accounting controls used by the members of the Business or (iii) any claim or allegation regarding have been derived from books and records that are regularly maintained by management of the foregoing clauses Acquired Companies. (ib) and (ii). This Section 4.12(a) is qualified The Audited Financial Statements are limited by the fact that the Business has not operated as a separate “stand stand-alone” entity within apart from Seller, and, as a result. In certain operational areas, the Business has been allocated certain intercompany charges and credits for purposes is dependent upon centralized functional activities of the preparation of the Unaudited Financial Information, which allocations of charges and credits do not necessarily reflect the amounts that would have resulted from arms’ length transactions Seller or the actual costs that would be incurred if the Business operated as an independent enterpriseits Controlled Affiliates. (bc) There are no material Liabilities of the Purchased Entities or arising out of the Business, Acquired Companies other than those that such Liabilities (i) that are adequately accrued reflected or reserved against on in the Unaudited Audited Financial InformationStatements, (ii) have been incurred in the ordinary course of businessbusiness since September 30, consistent with the past practices of the Business, since the date of the most recent balance sheet included in the Unaudited Financial Information (none of which Liabilities result, directly or indirectly, from any breach, default, tort, infringement or violation of applicable Law or any Contract at or before the Effective Time)2022, (iii) related arising out of, relating to or resulting from the Transactions or the announcement, negotiation, execution or performance of this Agreement or the other Transaction Agreements, (iv) that have been (or will be prior to the future performance Closing) discharged or paid off or (v) for executory obligations under a Contract (other than Liabilities relating to any breach, or any fact or circumstance that, with notice, lapse of time or both, would result in a breach thereof by any Contract Acquired Company) entered into in the ordinary course of business and in accordance business. There are no Liabilities with this Agreement (excluding breaches prior to Closing), (iv) are expressly required by this Agreement or are expressly disclosed in the Disclosure Letter, (v) are Excluded Liabilities, or (vi) individually or in the aggregate, are not, and would not be material respect to the BusinessDormant Entities.

Financial Information; Liabilities. (a) The Financial Statements of Seller, the Closing Balance Sheet and all other financial and other information provided by Seller has made available to Buyer copies of Buyer, including, but not limited to, information on revenue, operating expenses and lease delinquencies and losses (collectively with the unaudited combined balance sheets of Financial Statements and the Business as of December 31Closing Balance Sheet, 2021 and December 31the "Financial Information"), 2020are true, complete, and correct and, subject to the related unaudited combined statements immediately succeeding sentence, present fairly and accurately the financial condition of income Seller and the results of the Business Seller's operations for the fiscal years ended on December 31, 2021 and December 31, 2020 (collectively, the “Unaudited periods reflected in such Financial Information”). The Unaudited Except as otherwise specifically indicated in the Financial Information (ior on Schedule 5.4(a) hereto, all such Financial Information has been prepared in good faith and in accordance with GAAP on a consistent basis applied consistently throughout the periods covered thereby and derived from the books and records maintained by Seller and (ii) fairly presents, in all material respects and in accordance with GAAP, the financial condition of the Business as of the respective dates it was prepared and the results of the operations of the Business for the periods indicated. The Business has established and adhered in all material respects to a system of internal accounting controls which is designed to provide reasonable assurance that information required to be disclosed by Seller and its Subsidiaries in connection with the Business is recorded and reported on a timely basis in accordance with GAAP, and there is not (i) any material weakness in any system of internal controls over financial reporting used by the Business that would reasonably be expected to materially adversely affect the Business’s ability to record, process, summarize, and report financial information, (ii) any fraud or other wrongdoing that involves any of the management or other employees of the members of the Business who have a role in the preparation of the financial statements or the internal accounting controls used by the members of the Business or (iii) any claim or allegation regarding the foregoing clauses (i) and (ii). This Section 4.12(a) is qualified by the fact that the Business has not operated as a separate “stand alone” entity within Seller, and, as a result, the Business has been allocated certain intercompany charges and credits for purposes of the preparation of the Unaudited Financial Information, which allocations of charges and credits do not necessarily reflect the amounts that would have resulted from arms’ length transactions or the actual costs that would be incurred if the Business operated as an independent enterpriseinvolved. (b) There are Seller has no Liabilities Liability for Taxes, or any long-term lease or unusual forward or long-term commitment for which Buyer will have any liability after Closing other than the Assumed Liabilities. (c) Attached as Schedule 5.4(c) hereto is a list of all creditors of Seller as of the Purchased Entities or arising out end of the Businessmonth preceding the date of this Agreement. Such list has been prepared, other than those that signed, sworn to (or affirmed) in accordance with the provisions of, and contains the information set forth in, Section 6-104 of the Uniform Commercial Code. (d) Except as set forth on Schedule 5.4(d): (i) are As at the date of the Financial Statements, Seller did not have any Liabilities that were not fully and adequately accrued reflected or reserved against on the Unaudited balance sheet contained in, or in the notes to, the Financial Information, Statements; (ii) have been incurred Seller has not, except in the ordinary course of business, business consistent with the past practices of the Businesspractice, incurred any Liabilities since the date of the most recent balance sheet included in the Unaudited Financial Information (none of which Liabilities result, directly or indirectly, from any breach, default, tort, infringement or violation of applicable Law or any Contract at or before the Effective Time), Statements; and (iii) related to the future performance neither Seller nor Xxxxxx has any knowledge of any Contract entered into circumstance, condition, event or arrangement that they reasonably anticipate would hereafter give rise to any Liabilities of Seller or any successor to its business except Liabilities arising in the ordinary course of business and in accordance consistent with this Agreement (excluding breaches prior to Closing), (iv) are expressly required by this Agreement or are expressly disclosed in the Disclosure Letter, (v) are Excluded Liabilities, or (vi) individually or in the aggregate, are not, and would not be material to the Businesspast practice.

Financial Information; Liabilities. (a) Seller has made available to Buyer copies Section 3.5 of the Seller Disclosure Schedule sets forth, with respect to the Transferred Entities, on a consolidated basis, certain unaudited combined balance sheets of the Business as of December 31, 2021 and December 31, 2020, and the related unaudited combined statements of income of the Business financial information for the fiscal years ended on December 31, 2021 and December 31, 2020 and 2019 (collectivelysuch unaudited financial information, together with any notes thereto, the “Unaudited Business Financial Information”). The Unaudited Business Financial Information (ix) has been was prepared in good faith and in accordance with GAAP on a consistent basis consistently applied throughout the periods covered thereby and derived from involved, except as otherwise noted therein or as set forth in Section 3.5 of the books and records maintained by Seller Disclosure Schedule, and (iiy) fairly presentspresents fairly, in all material respects and in accordance with GAAPrespects, the financial condition results of operations of the Business Transferred Entities, on a consolidated basis, for each line item presented, as of the respective dates it was prepared thereof or the periods then ended, in each case except as may be noted therein and subject to normal and recurring year-end adjustments that are not material in nature or amount; provided, that the Business Financial Information and the foregoing representations and warranties in clauses (x) and (y) are qualified by (i) the disclosures relating to the basis of presentation set forth in Section 3.5 of the Seller Disclosure Schedule and (ii) the fact that (A) the Transferred Entities and the Transferred Entities (as defined in the NY/CT EPA) have not operated on a separate standalone basis and have historically been reported within Seller Parent’s or Seller’s consolidated financial statements, (B) the Business Financial Information omits certain labor, service and other allocated charges and therefore does not reflect amounts that the Transferred Entities have incurred in respect of such charges historically or would incur on a standalone basis or in arms-length transactions and (C) the Business Financial Information is not necessarily indicative of what the results of the operations of the Business for the periods indicated. The Business has established and adhered in or all material respects to a system of internal accounting controls which is designed to provide reasonable assurance that information required to be disclosed by Seller and its Subsidiaries in connection with the Business is recorded and reported on a timely basis in accordance with GAAP, and there is not (i) any material weakness in any system of internal controls over financial reporting used by the Business that would reasonably be expected to materially adversely affect the Business’s ability to record, process, summarize, and report financial information, (ii) any fraud or other wrongdoing that involves any of the management or other employees of the members of the Business who have a role Transferred Entities may be in the preparation of the financial statements future. There are no material off-balance sheet transactions, arrangements or obligations attributable to a Transferred Entity or the internal accounting controls used by the members of the Business or (iii) any claim or allegation regarding the foregoing clauses (i) and (ii). This Section 4.12(a) is qualified by the fact that the Business has not operated as a separate “stand alone” entity within Seller, and, as a result, the Business has been allocated certain intercompany charges and credits for purposes of the preparation of the Unaudited Financial Information, which allocations of charges and credits do not necessarily reflect the amounts that would have resulted from arms’ length transactions or the actual costs that would be incurred if the Business operated as an independent enterpriseBusiness. (b) There are no Liabilities or obligations of the Purchased Business or the Transferred Entities of any nature, whether or arising out of not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a balance sheet (or disclosed in the Businessaccompanying footnotes thereto), other than those that (i) are adequately accrued reflected in the Business Financial Information or reserved against on in the Unaudited Financial Informationdetermination of Working Capital or Net Cash, (ii) have been incurred in the ordinary course of businessbusiness since December 31, consistent with 2020 (except to the past practices extent such Liabilities or obligations arise from breaches by the Transferred Entities of any Business Material Contract or the failure of the Business, since the date of the most recent balance sheet included in the Unaudited Financial Information (none of which Liabilities result, directly or indirectly, from any breach, default, tort, infringement or violation of Transferred Entities to comply with applicable Law or any Contract at or before the Effective TimeLaw), (iii) related to are expressly incurred in connection with the future transactions contemplated hereby or the announcement, negotiation, execution or performance of any Contract entered into in this Agreement, the ordinary course of business and in accordance with this Agreement (excluding breaches prior to Closing)Ancillary Agreements or the Sale, (iv) are expressly required by this Agreement have been or are expressly disclosed in the Disclosure Lettershall be discharged or paid off prior to Closing, (v) are constitute Excluded Liabilities, or (vi) individually or would not reasonably be expected to materially adversely affect the Business and the Transferred Entities, taken as a whole. (c) Seller Parent, with respect to the Transferred Entities, maintains books and records reflecting their assets and Liabilities that are accurate in the aggregate, are notall material respects, and would not be systems of internal accounting controls that are designed to provide reasonable assurance in all material respects that (i) transactions are executed with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of their financial statements in accordance with GAAP, and (iii) access to their assets is permitted only in accordance with management’s general or specific authorization, it being understood that Seller Parent’s policies and procedures are designed and implemented giving effect to the Businessbusiness of the Seller Group as a whole and therefore levels of materiality and other determinations made with respect to the Seller Group are not the same as if the Business were operated on a standalone basis.

Financial Information; Liabilities. (a) Seller has made available to Buyer true, correct and complete copies of the unaudited audited combined balance sheets of the Business as of December 31March 28, 2021 2014 and December 31April 3, 2020, 2015 and the related unaudited audited combined statements of income income, comprehensive income, invested equity and cash flows of the Business for the fiscal years ended on December 31March 28, 2021 2014 and December 31April 3, 2020 2015 (collectively, the “Unaudited Audited Financial InformationStatements”). The Unaudited Audited Financial Information Statements (i) has present fairly, in all material respects, the combined financial position, results of operations and cash flows of the Business as of the respective dates thereof and for such periods indicated therein, (ii) have been prepared in good faith based on the books and records of the Business and the Seller Parties and (iii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and derived from thereby. Except as described in the books and records maintained by Seller and (ii) fairly presentsAudited Financial Statements, in all material respects and in accordance with GAAPincluding the notes thereto, the financial condition of Audited Financial Statements do not reflect the Business as of the respective dates it was prepared and the results of the assets, Liabilities or operations of the Business for the periods indicated. The Business has established and adhered in all material respects to a system of internal accounting controls which is designed to provide reasonable assurance that information required to be disclosed by Seller and its Subsidiaries in connection with the Business is recorded and reported on a timely basis in accordance with GAAP, and there is not (i) any material weakness in any system of internal controls over financial reporting used by the Business that would reasonably be expected to materially adversely affect entity or business other than the Business’s ability to record, process, summarize, and report financial information, (ii) any fraud or other wrongdoing that involves any of the management or other employees of the members of the Business who have a role in the preparation of the financial statements or the internal accounting controls used by the members of the Business or (iii) any claim or allegation regarding the foregoing clauses (i) and (ii). This Section 4.12(a4.11(a) is qualified by the fact that the Business has not operated as a separate “stand alone” entity within Seller, Seller and, as a result, the Business has been allocated certain intercompany charges and credits for purposes of the preparation of the Unaudited Audited Financial InformationStatements, which allocations of charges and credits were made in accordance with GAAP but do not necessarily reflect the amounts that would have resulted from arms’ length transactions or the actual costs that would be incurred if the Business operated as an independent enterprise. (b) There are no Liabilities of the Purchased Entities or Liabilities arising out of the BusinessBusiness that would be required by GAAP to be reflected or reserved against on a combined and consolidated audited balance sheet of the Business or disclosed in the footnotes thereto, other than those that (i) are adequately accrued reflected or reserved against on the Unaudited Audited Financial InformationStatements, (ii) have been incurred in the ordinary course of business, consistent with the past practices of the Business, since the date of the most recent balance sheet included in the Unaudited Audited Financial Information (none of which Liabilities result, directly or indirectly, from any breach, default, tort, infringement or violation of applicable Law or any Contract at or before the Effective Time)Statements, (iii) related to the future performance of any Contract entered into incurred in the ordinary course of business and in accordance connection with this Agreement Agreement, any other Transaction Documents or the transactions contemplated hereby and thereby (excluding breaches prior to Closing), (ivincluding Operational Separation Activities) are expressly required by this Agreement or are expressly disclosed in on Schedule 4.11(b) of the Disclosure Letter, (viv) are Excluded Liabilities, have been discharged or paid off in full or (viv) individually or in the aggregate, are do not, and would not be reasonably expected to be material to the Business.

Financial Information; Liabilities. (ai) Seller has made available to Buyer copies Section 3.1(t) of the unaudited Company Disclosure Letter contains the audited combined balance sheets statement of net assets of the Business and combined statement of net sales, cost of goods sold and direct operating expenses of the Business as of December 31and for the fiscal year ended April 29, 2021 and December 31, 20202007 (the “2007 Audited Financial Statements”), and the related unaudited audited combined statements statement of income net assets of the Business as of January 27, 2008 (the “Statement of Net Assets”), and the audited combined statement of net sales, cost of goods sold and direct operating expenses of the Business for the fiscal years period ended on December 31January 27, 2021 2008 (the “Statement of Net Sales”, and December 31with the Statement of Net Assets and the 2007 Audited Financial Statements, 2020 (collectively, the “Unaudited Audited Financial InformationStatements”). The Unaudited Audited Financial Information Statements (i) has been prepared in good faith and in accordance with GAAP on a consistent basis throughout the periods covered thereby and derived from the books and records maintained by Seller and (ii) fairly presentspresent, in all material respects and in accordance with GAAPrespects, the financial condition combined net assets to be sold and the related combined net sales, cost of goods sold and direct operating expenses of the Business as of the respective dates it was prepared thereof and the results of the operations of the Business for the periods indicated. The Business has established period ending thereon in each case in conformity with GAAP and adhered in all material respects to a system of internal accounting controls which is designed to provide reasonable assurance that information required to be disclosed by Seller and its Subsidiaries in connection with the Business is recorded and reported on a timely basis in accordance with GAAP, and there is not (i) any material weakness in any system of internal controls over financial reporting used by the Business that would reasonably be expected to materially adversely affect the Business’s ability to record, process, summarize, and report financial information, (ii) any fraud or other wrongdoing that involves any of the management or other employees of the members of the Business who have a role in the preparation of the financial statements or the internal accounting controls used by the members of the Business or (iii) any claim or allegation regarding the foregoing clauses (i) and (ii). This Section 4.12(a) is qualified by the fact that the Business has not operated as a separate “stand alone” entity within Seller, and, as a result, the Business has been allocated certain intercompany charges and credits for purposes of the preparation of the Unaudited Financial Information, which allocations of charges and credits do not necessarily reflect the amounts that would have resulted from arms’ length transactions or the actual costs that would be incurred if the Business operated as an independent enterprise. (b) There are no Liabilities of the Purchased Entities or arising out of the Business, other than those that (i) are adequately accrued or reserved against on the Unaudited Financial Information, (ii) have been derived from the general ledger and other financial records of Company which have been maintained in a manner consistent with the Company’s internal controls over financial reporting. The financial information reflected in the Audited Financial Statements is included in the Company’s consolidated financial statements for the corresponding period which have been prepared in accordance with GAAP. (ii) All liabilities that will be Assumed Liabilities (1) have been stated or adequately reserved against on the Statement of Net Assets or the notes thereto, (2) have been disclosed in the Company Disclosure Letter, (3) have been incurred after January 27, 2008 (A) in the ordinary course of business, the Business consistent with past practice or (B) at the past practices prior written request or with the prior written consent of the BusinessBuyer or its representatives, since the date of the most recent (4) are Liabilities not required to be disclosed on a balance sheet included in the Unaudited Financial Information (none of which Liabilities result, directly or indirectly, from any breach, default, tort, infringement or violation of applicable Law or any Contract at or before the Effective Time), (iii) related to the future performance of any Contract entered into in the ordinary course of business and prepared in accordance with this Agreement GAAP or in the notes thereto or (excluding breaches prior to Closing), (iv5) are expressly required by this Agreement or are expressly disclosed in the Disclosure LetterLiabilities that would not, (v) are Excluded Liabilities, or (vi) individually or in the aggregate, are not, and would not reasonably be material expected to the Businesshave a Material Adverse Effect.

Financial Information; Liabilities. (a) Seller has made available Attached to Buyer Schedule 4.11 of the Sphinx Disclosure Letter are true and correct copies of the unaudited combined balance sheets of the Business as of December 31, 2021 and December 31, 2020, and the related unaudited combined non-GAAP income statements of income of the Business for the fiscal years ended on December April 1, 2016 and March 31, 2021 and December 31, 2020 2017 (collectively, the “Sphinx Unaudited Financial InformationStatements”). The Sphinx Unaudited Financial Information Statements (i) has present fairly, in all material respects, the revenues and direct controllable costs of the Sphinx Contributed Business for such periods indicated therein on the basis described therein and (ii) have been prepared in good faith and in accordance with GAAP on a consistent basis throughout the periods covered thereby and derived from the books and records Business Records maintained by Seller and (iiSphinx, except for matters described in Schedule 4.11(a) fairly presentsof the Sphinx Disclosure Letter. Except as described in the Sphinx Unaudited Financial Statements, in all material respects and in accordance with GAAPincluding the notes thereto, the financial condition of the Business as of the respective dates it was prepared and the results of Sphinx Unaudited Financial Statements do not reflect the operations of the Business for the periods indicated. The Business has established and adhered in all material respects to a system of internal accounting controls which is designed to provide reasonable assurance that information required to be disclosed by Seller and its Subsidiaries in connection with the Business is recorded and reported on a timely basis in accordance with GAAP, and there is not (i) any material weakness in any system of internal controls over financial reporting used by the Business that would reasonably be expected to materially adversely affect the Business’s ability to record, process, summarize, and report financial information, (ii) any fraud entity or business other wrongdoing that involves any of the management or other employees of the members of the Business who have a role in the preparation of the financial statements or the internal accounting controls used by the members of than the Business or (iii) any claim or allegation regarding the foregoing clauses (i) and (ii). This Section 4.12(a) is qualified by the fact that the Business has not operated as a separate “stand alone” entity within Seller, and, as a result, the Business has been allocated certain intercompany charges and credits for purposes of the preparation of the Unaudited Financial Information, which allocations of charges and credits do not necessarily reflect the amounts that would have resulted from arms’ length transactions or the actual costs that would be incurred if the Business operated as an independent enterprisePurchased Entities. (b) There are no Assumed Liabilities of the Purchased Entities or arising out of the Business, Business other than those that (i) are adequately accrued or reserved against on the Unaudited Financial Information, (ii) have been incurred in the ordinary course of business, consistent with the past practices of the Business, since (ii) are incurred in connection with the date negotiation, finalization and execution of this Agreement, any other Transaction Documents or the consummation of the most recent balance sheet included in transactions contemplated hereby and thereby or disclosed on Schedule 4.11(b) of the Unaudited Financial Information (none of which Liabilities result, directly or indirectly, from any breach, default, tort, infringement or violation of applicable Law or any Contract at or before the Effective Time)Sphinx Disclosure Letter, (iii) related to the future performance of any Contract entered into have been discharged or paid off in the ordinary course of business and in accordance with this Agreement (excluding breaches prior to Closing)full, (iv) are expressly required by this Agreement or are expressly disclosed in the Sphinx Disclosure Letter, Letter (including by reference to any Contract disclosed therein) or are set forth with specificity in the Sphinx Unaudited Financial Statements or (v) are Excluded Liabilities, or (vi) individually or in the aggregate, are do not, and would not not, individually or in the aggregate, reasonably be material expected to have a Sphinx Material Adverse Effect. (c) Schedule 6.18 of the Sphinx Disclosure Letter sets forth all of the Business Guarantees applicable to the Business, the Purchased Assets or the Purchased Entities.

Financial Information; Liabilities. (a) Seller has made available to Buyer copies Section 3.06(a) of the unaudited combined balance sheets of Seller Disclosure Schedule sets forth, with respect to the Business as of Transferred Entities, the trial balances for the fiscal years ended December 31, 2020 and December 31, 2021 and December for the three (3)-month period ended March 31, 20202022 (such unaudited financial information, and the related unaudited combined statements of income of the Business for the fiscal years ended on December 31, 2021 and December 31, 2020 (collectivelytogether with any notes thereto, the “Unaudited Business Financial Information”). The Unaudited Business Financial Information (ix) has been was prepared in good faith and in accordance with GAAP on a consistent basis consistently applied throughout the periods covered thereby involved, except that footnotes are omitted and derived from as otherwise noted therein or as set forth in Section 3.06(a) of the books and records maintained by Seller Disclosure Schedule, and (iiy) fairly presentspresents fairly, in all material respects and in accordance with GAAPrespects, the financial condition results of operations of the Business Transferred Entities, on a consolidated basis, for each line item presented, as of the respective dates it was prepared thereof or the periods then ended, in each case except as may be noted therein and subject to normal and recurring fiscal year-end adjustments; provided that the Business Financial Information and the foregoing representations and warranties are qualified by (i) the disclosures relating to the basis of presentation set forth in Section 3.06 of the Seller Disclosure Schedule and (ii) the fact that (A) the Transferred Entities have not operated on a separate standalone basis and have historically been reported within Seller’s consolidated financial statements, and (B) the Business Financial Information is not necessarily indicative of what the results of the operations of the Business for the periods indicated. The Business has established and adhered in or all material respects to a system of internal accounting controls which is designed to provide reasonable assurance that information required to be disclosed by Seller and its Subsidiaries in connection with the Business is recorded and reported on a timely basis in accordance with GAAP, and there is not (i) any material weakness in any system of internal controls over financial reporting used by the Business that would reasonably be expected to materially adversely affect the Business’s ability to record, process, summarize, and report financial information, (ii) any fraud or other wrongdoing that involves any of the management or other employees of the members of the Business who have a role Transferred Entities may be in the preparation of the financial statements or the internal accounting controls used by the members of the Business or (iii) any claim or allegation regarding the foregoing clauses (i) and (ii). This Section 4.12(a) is qualified by the fact that the Business has not operated as a separate “stand alone” entity within Seller, and, as a result, the Business has been allocated certain intercompany charges and credits for purposes of the preparation of the Unaudited Financial Information, which allocations of charges and credits do not necessarily reflect the amounts that would have resulted from arms’ length transactions or the actual costs that would be incurred if the Business operated as an independent enterprisefuture. (b) There are no Liabilities or obligations of the Purchased Business or the Transferred Entities of any nature, whether or arising out of the Businessnot accrued, contingent or otherwise, other than those that (i) are adequately accrued reflected in the Business Financial Information or reserved against on in the Unaudited Financial Informationdetermination of Working Capital, (ii) have been incurred in the ordinary course of business, business consistent with the past practices of the Businesspractice since January 31, since the date of the most recent balance sheet included in the Unaudited Financial Information (2022, none of which Liabilities resultrelates to a breach of any Business Material Contract, directly Permit or indirectly, from any breach, default, tort, infringement or violation of applicable Law or any Contract at or before the Effective Time)Law, (iii) related to the future performance of any Contract entered into have been incurred in the ordinary course of business and in accordance connection with this Agreement (excluding breaches prior to Closing)and the transactions contemplated hereby, or (iv) are expressly required by this Agreement or are expressly disclosed in the Disclosure Letternot material, (v) are Excluded Liabilities, or (vi) individually or in the aggregate, are notto the Business or the Transferred Entities, taken as a whole. (c) Section 3.06(c) of the Seller Disclosure Schedule sets forth a list of all outstanding Indebtedness of the Transferred Entities as of the date hereof, including descriptions of the obligors and obligees, principal amounts outstanding, any guarantees thereof, and would if such Indebtedness is secured by a Lien, a description of the property subject to such Lien. As of the Closing, the Transferred Entities will not be material to the Businesshave any Indebtedness.