Common use of Financial Information; Liabilities Clause in Contracts

Financial Information; Liabilities. (i) Attached as Schedule 4.1(f)(i) are the audited consolidated balance sheets of each of (i) Management and (ii) Lessee and its Subsidiaries as at December 31, 1998 (the "December 31 Balance Sheets") and the accompanying audited consolidated statements of operations and cash flows and, with respect to the Lessee, stockholder's equity for the year then ended audited by Ernst & Young LLP (together with the December 31 Balance Sheets, the "December 31 Financial Statements"). The December 31 Financial Statements have been prepared in accordance with GAAP (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of each of Management and Lessee as at December 31, 1998 and the results of operations of each of Management and Lessee for the year then ended. (ii) Attached as Schedule 4.1(f)(ii) are the unaudited consolidated balance sheets of each of (i) Management and (ii) Lessee and its Subsidiaries as at March 31, 1999 (the "March 31 Balance Sheets") and the accompanying unaudited consolidated statements of operations and cash flows for the three months then ended (together with the March 31 Balance Sheet, the "March 31 Financial Statements"). The March 31 Financial Statements have been prepared in a manner consistent with that employed in the December 31 Financial Statements except as disclosed in the notes to such financial statements. The March 31 Financial Statements have been prepared in accordance with GAAP and fairly present (subject to normal year-end adjustments, which adjustments are not material) in all material respects the financial positions of each of Management and Lessee as at March 31, 1999 and the results of operations of each of Management and Lessee for the three months then ended. (iii) None of Management, Lessee or any of the Lessee Subsidiaries has any Liabilities except: (A) as set forth on Schedule 4.1(f)(iii); (B) Liabilities disclosed on the applicable March 31, 1999 Balance Sheet; (C) Liabilities under all contracts and agreements set forth on the schedules hereto, other than any such Liabilities in respect of indebtedness for borrowed money; and (D) Liabilities incurred subsequent to March 31, 1999 in the ordinary course of business consistent with past practice and in compliance with the provisions of this Agreement; (E) Liabilities arising from litigation relating to the Transaction; and (F) Liabilities under all contracts and agreements entered into by such Person after the date of this Agreement so long as such contract or agreement was entered into in compliance with this Agreement. (iv) As of March 31, 1999 except as set forth on the March 31, 1999 Balance Sheet or reserved against on such balance sheet, Lessee and its Lessee Subsidiaries do not have Liabilities of the type required to be reflected as Liabilities on a balance sheet prepared in accordance with GAAP.

Financial Information; Liabilities. (i) Attached as Schedule 4.1(f)(i3.1(f)(i) are the audited consolidated balance sheets of each of (i) Management and (ii) Lessee and its Subsidiaries as at December 31, 1998 (the "December 31 Balance Sheets") and the accompanying audited consolidated statements of operations and cash flows flows, and, with respect to the Lessee, stockholder's equity equity, for the year then ended audited by By Ernst & Young LLP (together with the December 31 Balance Sheets, the "December 31 Financial Statements"). The December 31 Financial Statements have been prepared in accordance with GAAP (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of each of Management and Lessee as at December 31, 1998 and the results of operations of each of Management and Lessee for the year then ended. (ii) Attached as Schedule 4.1(f)(ii3.1(f)(ii) are the unaudited consolidated balance sheets of each of (i) Management and Management Sub, and (ii) Lessee and its Subsidiaries as at March 31, 1999 (the "March 31 Balance Sheets") and the accompanying unaudited consolidated statements of operations and cash flows for the three months then ended (together with the March 31 Balance Sheet, the "March 31 Financial Statements"). The March 31 Financial Statements have been prepared in a manner consistent with that employed in the December 31 Financial Statements except as disclosed in the notes to such financial statements. The March 31 Financial Statements have been prepared in accordance with GAAP and fairly present (subject to normal year-end adjustments, which adjustments are not material) in all material respects the financial positions of each of Management and Lessee as at March 31, 1999 and the results of operations of each of Management and Lessee for the three months then ended. (iii) None of Management, Management Sub, Lessee or any of the Lessee Subsidiaries has any Liabilities except: (A) as set forth on Schedule 4.1(f)(iii3.1(f)(iii); (B) Liabilities disclosed on the applicable March 31Xxxxx 00, 1999 Balance 0000 Xxxxxxx Sheet; (C) Liabilities under all contracts and agreements set forth on the schedules hereto, other than any such Liabilities in respect of indebtedness for borrowed money; and (D) Liabilities incurred subsequent to March 31, 1999 in the ordinary course of business consistent with past practice and in compliance with the provisions of this Agreement; (E) Liabilities arising from litigation relating to the TransactionTransactions; and (F) Liabilities under all contracts and agreements entered into by such Person after the date of this Agreement so long as such contract or agreement was entered into in compliance with this Agreement; and (G) Liabilities in connection with bonuses contemplated by the proviso in clause (i) of Section 4.1. (iv) As of March 31, 1999 except as set forth on the March 31, 1999 Balance Sheet or reserved against on such balance sheet, Lessee and its Lessee Subsidiaries do not have Liabilities of the type required to be reflected as Liabilities on a balance sheet prepared in accordance with GAAP.

Financial Information; Liabilities. (i) Attached as Schedule 4.1(f)(i) are the audited consolidated The unaudited balance sheets of each of (i) Management and (ii) Lessee and its Subsidiaries the Snap! Business as at December 31, 1998 1997 (such latest balance sheet being referred to herein as the "December 31 Balance SheetsBALANCE SHEET") and the accompanying audited consolidated statements of operations and cash flows and, with respect to the Lessee, stockholder's equity for the year then ended audited by Ernst & Young LLP (together with the December 31 Balance Sheets, the "December 31 Financial Statements"). The December 31 Financial Statements have been prepared in accordance with GAAP (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of each of Management and Lessee as at December 31, 1998 and the results of operations of each of Management and Lessee for the year then ended. (ii) Attached as Schedule 4.1(f)(ii) are the unaudited consolidated balance sheets of each of (i) Management and (ii) Lessee and its Subsidiaries as at March 31, 1999 (the "March 31 Balance Sheets") and the accompanying unaudited consolidated related statements of operations and cash flows for the three months then ended (together with the March 31 Balance Sheetperiod ending on December 31, the "March 31 Financial Statements"). The March 31 Financial Statements 1997, copies of which have been prepared in a manner consistent with that employed in the December 31 Financial Statements except furnished to NBC and which are attached hereto as disclosed in the notes to such financial statements. The March 31 Financial Statements have been prepared in accordance with GAAP and SCHEDULE 4.2(a)(i)(A), present fairly present (subject to normal year-end adjustments, which adjustments are not material) in all material respects the financial positions condition of each the Snap! Business as at December 31, 1997, and the results of Management and Lessee its operations for the period ending on December 31, 1997 (the "YEAR-END FINANCIAL STATEMENTS"). The unaudited balance sheet of the Snap! Business as at March 31, 1999 1998 and the related statements of operations and cash flows of the Snap! Business for the three-month period then ended, copies of which have been furnished to NBC and which are attached hereto as SCHEDULE 4.2(a)(i)(B), present fairly in all material respects the financial condition of the Snap! Business as at March 31, 1998 and the results of its operations of each of Management and Lessee for the three months then endedthree-month period ending on March 31, 1998 (the "INTERIM FINANCIAL STATEMENTS"). Neither CNET nor any of its Affiliates had with respect to the Snap! Business, at December 31, 1997, any material contingent obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment not reflected in the Balance Sheet or otherwise disclosed in the Schedules to this Agreement. (iiiii) None of ManagementExcept to the extent set forth in the Balance Sheet, Lessee or any of the Lessee Subsidiaries has Snap! Business does not have any Liabilities except: or obligations (A) as absolute, accrued, contingent or otherwise), whether due or to become due which would be required, in accordance with GAAP, to be set forth on Schedule 4.1(f)(iii); (B) Liabilities disclosed on a consolidated balance sheet of the applicable March 31, 1999 Balance Sheet; (C) Liabilities under all contracts and agreements set forth on the schedules heretoSnap! Business, other than any such Liabilities in respect of indebtedness for borrowed money; and (D) Liabilities or obligations incurred subsequent to March since December 31, 1999 1997 in the ordinary course of business consistent with past practice practice. (b) TITLE AND CONDITION OF PROPERTIES, ABSENCE OF LIENS. Except as specifically disclosed on the Schedules: (i) CNET and in compliance its Affiliates have, and the LLC on the Closing Date will receive, good and marketable title to all personal property (tangible and intangible), constituting Snap! Assets, free and clear of all Liens, except (1) with respect to Snap! Assets leased, licensed or not owned by CNET and its Affiliates or other contractual rights of CNET and its Affiliates (and which are not reflected on the provisions of this AgreementBalance Sheet as owed) for contractual restrictions or claims on such Snap! Assets pursuant to the lease, license or other Assumed Contract relating to such Snap! Assets and restrictions imposed by any law or regulation with respect to licenses, permits, copyrights, trademarks and the like; (E2) Liabilities arising from litigation relating with respect to Snap! Assets in which third parties have been granted license rights pursuant to Assumed Contracts, any contractual restrictions or claims pursuant to such Assumed Contracts; (3) Liens disclosed on SCHEDULE 4.2(b)(i), which (unless otherwise disclosed on SCHEDULE 4.2(b)(i)) will be released prior to the TransactionClosing; and (F4) Liabilities under all contracts statutory liens of landlords, carriers, warehousemen, and agreements entered into other liens imposed by such Person after law incurred in the date ordinary course of this Agreement so long as such contract or agreement was entered into in compliance with this Agreementbusiness for amounts not then delinquent ("PERMITTED LIENS"). (ivii) As All tangible Snap! Assets taken as a whole are in good operating condition and state of March 31, 1999 except as set forth on repair (ordinary wear and tear excepted) other than machinery and equipment temporarily out of repair or out of service for routine maintenance in the March 31, 1999 Balance Sheet or reserved against on such balance sheet, Lessee and its Lessee Subsidiaries do not have Liabilities ordinary course of the type required Snap! Business, and, together with the rights granted to be reflected as Liabilities on a balance sheet prepared in accordance with GAAPthe LLC by CNET under the Implementing Agreements, are adequate and sufficient for the current operations of the Snap! Business and conform to all applicable laws, statutes, ordinances and regulations.

Financial Information; Liabilities. 8.1 Section 8.1 of the Seller Disclosure Letter sets forth (i) Attached the unaudited combined balance sheet of the Business as Schedule 4.1(f)(iof August, 31, 2020, 2021 and 2022 and as of May 31, 2023 (the “Reference Date”), (ii) are the related unaudited consolidated statements of income of the Business for the financial years ended August 31, 2020, August 31, 2021 and August 31, 2022 and the nine-month period ended May 31, 2023 (such unaudited schedules referred to in the foregoing clauses “(i)” and “(ii),” collectively, the “Unaudited Carve-Out Financial Information”), (iii) the statutory audited consolidated balance sheets of each CTU, EPZ and GSW as of December 31, 2020, December 31, 2021 and December 31, 2022, and (iv) the related audited statements of income, shareholder’s equity and cash flows of CTU, EPZ and GSW for the calendar year ended December 31, 2020, December 31, 2021 and December 31, 2022 (such audited financial statements referred to in the foregoing clauses “(iii)” and “(iv),” collectively, the “Audited Entity Financial Information”). (a) The Unaudited Carve-Out Financial Information and the Audited Entity Financial Information: (i) Management have been prepared in good faith in accordance with GAAP and the PRC GAAP respectively applied on a consistent basis throughout the periods indicated and (ii) Lessee have been derived from books and its Subsidiaries as at December 31, 1998 (records that are regularly maintained with sound accounting practice by management of the "December 31 Balance Sheets") Seller Entities and the accompanying audited consolidated statements of operations and cash flows and, with respect to Target Group throughout the Lessee, stockholder's equity for periods indicated (except as may be indicated in the year then ended audited by Ernst & Young LLP notes thereto (together with the December 31 Balance Sheets, the "December 31 Financial Statements"if any)). The December 31 Unaudited Carve-Out Financial Statements have been prepared Information fairly present, in accordance with GAAP all material respects, the combined balance sheet and consolidated income statement of the Business on a carved-out stand-alone basis as at the respective dates thereof and for the respective periods indicated therein (except as may be indicated in the notes thereto) and ). The Audited Entity Financial Information fairly present present, in all material respects respects, the consolidated financial position and results of each operations of Management the applicable entity at the respective dates thereof and Lessee for the respective periods indicated therein, except as at December 31otherwise noted therein. (b) To Seller’s Knowledge and having regard for the purpose for which the Unaudited Carve-Out Financial Information and the Audited Entity Financial Information were prepared, 1998 the Unaudited Carve-Out Financial Information and the Audited Entity Financial Information present a reasonable view of the results of operations of each of Management and Lessee the Business for the year then endedperiods covered by such Unaudited Financial Information. (ii) Attached as Schedule 4.1(f)(ii) are the unaudited consolidated balance sheets of each of (i) Management and (ii) Lessee and its Subsidiaries as at March 318.2 To Seller’s Knowledge, 1999 (the "March 31 Balance Sheets") and the accompanying unaudited consolidated statements of operations and cash flows for the three months then ended (together with period from the March 31 Balance SheetReference Date through the date of this Agreement, there are no liabilities or obligations of the "March 31 Financial Statements"). The March 31 Financial Statements have been prepared in Business, that would be required to be reflected or specifically reserved against on a manner consistent with that employed in balance sheet of the December 31 Financial Statements except as disclosed in the notes to such financial statements. The March 31 Financial Statements have been Business prepared in accordance with GAAP and fairly present GAAP, other than such liabilities or obligations: (subject to normal yeari) that are set forth in the Unaudited Carve-end adjustmentsOut Financial Information, which adjustments are not material(ii) in all material respects the financial positions of each of Management and Lessee as at March 31for Taxes, 1999 and the results of operations of each of Management and Lessee for the three months then ended. (iii) None of Management, Lessee or any of the Lessee Subsidiaries has any Liabilities except: (A) as set forth on Schedule 4.1(f)(iii); (B) Liabilities disclosed on the applicable March 31, 1999 Balance Sheet; (C) Liabilities under all contracts and agreements set forth on the schedules hereto, other than any such Liabilities in respect of indebtedness for borrowed money; and (D) Liabilities incurred subsequent to March 31, 1999 in the ordinary course of business since the Reference Date consistent with past practice and in compliance with the provisions of this Agreement; practice, (Eiv) Liabilities arising from litigation out of, relating to or resulting from the Transaction; and (F) Liabilities under all contracts and agreements entered into by such Person after Transactions or the date announcement, execution or performance of this Agreement so long as such contract or agreement was entered into the other Transaction Agreements, (v) that have been (or will be prior to the Closing) discharged or paid off, (vi) arising out of, relating to or resulting from any Contagion Event or COVID-19 Measure or (vii) that otherwise would not, individually or in compliance with this Agreementthe aggregate, be material to the Business. (iv) As of March 31, 1999 except as set forth on the March 31, 1999 Balance Sheet or reserved against on such balance sheet, Lessee and its Lessee Subsidiaries do not have Liabilities of the type required to be reflected as Liabilities on a balance sheet prepared in accordance with GAAP.

Financial Information; Liabilities. (i) Attached as Schedule 4.1(f)(i3.1(f)(i) are the audited consolidated balance sheets of each of (i) Management and (ii) Lessee and its Subsidiaries as at December 31, 1998 (the "December 31 Balance Sheets") and the accompanying audited consolidated statements of operations and cash flows flows, and, with respect to the Lessee, stockholder's equity equity, for the year then ended audited by By Ernst & Young LLP (together with the December 31 Balance Sheets, the "December 31 Financial Statements"). The December 31 Financial Statements have been prepared in accordance with GAAP (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of each of Management and Lessee as at December 31, 1998 and the results of operations of each of Management and Lessee for the year then ended. (ii) Attached as Schedule 4.1(f)(ii3.1(f)(ii) are the unaudited consolidated balance sheets of each of (i) Management and Management Sub, and (ii) Lessee and its Subsidiaries as at March 31, 1999 (the "March 31 Balance Sheets") and the accompanying unaudited consolidated statements of operations and cash flows for the three months then ended (together with the March 31 Balance Sheet, the "March 31 Financial Statements"). The March 31 Financial Statements have been prepared in a manner consistent with that employed in the December 31 Financial Statements except as disclosed in the notes to such financial statements. The March 31 Financial Statements have been prepared in accordance with GAAP and fairly present (subject to normal year-end adjustments, which adjustments are not material) in all material respects the financial positions of each of Management and Lessee as at March 31, 1999 and the results of operations of each of Management and Lessee for the three months then ended. (iii) None of Management, Management Sub, Lessee or any of the Lessee Subsidiaries has any Liabilities except: (A) as set forth on Schedule 4.1(f)(iii3.1(f)(iii); (B) Liabilities disclosed on the applicable March 31, 1999 Balance Sheet; (C) Liabilities under all contracts and agreements set forth on the schedules hereto, other than any such Liabilities in respect of indebtedness for borrowed money; and (D) Liabilities incurred subsequent to March 31, 1999 in the ordinary course of business consistent with past practice and in compliance with the provisions of this Agreement; (E) Liabilities arising from litigation relating to the TransactionTransactions; and (F) Liabilities under all contracts and agreements entered into by such Person after the date of this Agreement so long as such contract or agreement was entered into in compliance with this Agreement; and (G) Liabilities in connection with bonuses contemplated by the proviso in clause (i) of Section 4.1. (iv) As of March 31, 1999 except as set forth on the March 31, 1999 Balance Sheet or reserved against on such balance sheet, Lessee and its Lessee Subsidiaries do not have Liabilities of the type required to be reflected as Liabilities on a balance sheet prepared in accordance with GAAP.

Financial Information; Liabilities. (i) Attached as Schedule 4.1(f)(i4.1(d)(i) are the audited consolidated ------------------ balance sheets of each of (i) Management and (ii) Lessee and its Subsidiaries as at December 31, 1998 1999 (the "December 31 Balance Sheets") and the accompanying audited consolidated statements of operations and cash flows and, with respect to the Lessee, stockholder's equity for the year then ended audited by Ernst & Young LLP (together with the December 31 Balance Sheets, the "December 31 Financial Statements"). The December 31 Financial Statements have been prepared in accordance with GAAP (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of each of Management and Lessee as at December 31, 1998 1999 and the results of operations of each of Management and Lessee for the year then ended. (ii) Attached as Schedule 4.1(f)(ii) are the unaudited consolidated balance sheets of each of (i) Management and (ii) Lessee and its Subsidiaries as at March 31, 1999 (the "March 31 Balance Sheets") and the accompanying unaudited consolidated statements of operations and cash flows for the three months then ended (together has no Liabilities or obligations with the March 31 Balance Sheet, the "March 31 Financial Statements"). The March 31 Financial Statements have been prepared in a manner consistent with that employed in the December 31 Financial Statements except as disclosed in the notes respect to such financial statements. The March 31 Financial Statements have been prepared in accordance with GAAP and fairly present (subject to normal year-end adjustments, which adjustments are not material) in all material respects the financial positions of each of Management and Lessee as at March 31, 1999 and the results of operations of each of Management and Lessee for the three months then ended. (iii) None of Management, Lessee or any of the Lessee Subsidiaries has any Liabilities Operating Division except: (A) as set forth on Schedule 4.1(f)(iii-------- 4.1(e)(ii); (B) Liabilities disclosed on the applicable March December 31, 1999 ---------- Balance Sheet; (C) Liabilities under all contracts and agreements set forth on the schedules hereto, other than any such Liabilities in respect of indebtedness for borrowed money; and (D) Liabilities incurred subsequent to March December 31, 1999 in the ordinary course of business consistent with past practice and in compliance with the provisions of this Agreement; (E) Liabilities arising from litigation relating to the Transaction; and (F) Liabilities under all contracts and agreements entered into by such Person after the date of this Agreement so long as such contract or agreement was entered into in compliance with this Agreement. (iviii) As of March December 31, 1999 1999, except as set forth on the March December 31, 1999 Balance Sheet or reserved against on such balance sheet, Lessee and its Lessee Subsidiaries do does not have Liabilities relating to the Lessee Operating Division of the type required to be reflected as Liabilities on a balance sheet prepared in accordance with GAAP. (iv) The attached unaudited pro forma financial information (including the related notes), if any, complies as to form in all material respects to the applicable accounting requirements, and management of Lessee believes that the assumptions underlying the pro forma adjustments are reasonable. Such pro forma adjustments have been properly applied to the historical amounts in the compilation of the information and such information fairly presents with respect to the Lessee and Lessee Operating Division, the financial position, results of operations and other information purported to be shown therein at the respective dates and for the respective periods specified.

Financial Information; Liabilities. (i) Attached as Schedule 4.1(f)(i) are the audited consolidated The combined balance sheets of each of (i) Management and (ii) Lessee and its Subsidiaries the Sellers as at December 31, 1998 (the "2000, December 31 Balance Sheets") 31, 2001 and December 31, 2002 and the accompanying audited consolidated related combined statements of operations income and retained earnings and combined statements of cash flows and, with respect to the Lessee, stockholder's equity for the year fiscal years ended on such dates, copies of which are attached hereto in Schedule 4.1(d), are complete and correct and present fairly in all material respects the combined financial condition of the Sellers as at such dates, and the combined results of their operations for the fiscal years then ended audited by Ernst & Young LLP (together with ended. Except as set forth in Schedule 4.1(d), all such financial statements, including the December 31 Balance Sheetsrelated schedules and notes thereto, the "December 31 Financial Statements"). The December 31 Financial Statements have been prepared in accordance with GAAP GAAP, except, with respect to the financial statements as at and for the fiscal year ended December 31, 2002, for the absence of schedules and notes thereto. None of the the Sellers had, at the date of the most recent balance sheet referred to above, any material contingent obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment not reflected therein or in a footnote thereto that would have been required to be reflected in or reserved against on a balance sheet (except as may be indicated in or the notes thereto) for the Sellers prepared in accordance with GAAP. The statements of revenues (except internet and telephone revenues) and certain specified direct operating expenses of each Transferred Franchise as at December 31, 2001 and December 31, 2002, copies of which are attached hereto in Schedule 4.1(d), present fairly present in all material respects the consolidated financial position revenues and specified direct operating expenses of each of Management and Lessee as at December 31, 1998 and the results of operations of each of Management and Lessee Transferred Franchise for the year fiscal years then endedended reflected therein. All such financial statements referred to in this Section 4.1(d)(i), including the related schedules and notes thereto, are sometimes hereinafter referred to as the "Financial Information." (ii) Attached as Schedule 4.1(f)(ii) are Except to the unaudited consolidated balance sheets of each of (i) Management and (ii) Lessee and its Subsidiaries as at March extent set forth in the financial statements for the year ended December 31, 1999 (2002 included in the "March 31 Balance Sheets") and Financial Information or incurred since December 31, 2002 in the accompanying unaudited consolidated statements ordinary course of operations and cash flows for the three months then ended (together with the March 31 Balance Sheet, the "March 31 Financial Statements"). The March 31 Financial Statements have been prepared in a manner Sellers' business consistent with that employed in past practice, none of the December 31 Financial Statements except as disclosed in Sellers, with respect to the notes Transferred Business, nor the Transferred Franchises have any material liabilities or material obligations (absolute, accrued, contingent or otherwise), whether due or to such financial statements. The March 31 Financial Statements have been prepared in accordance with GAAP and fairly present (subject to normal year-end adjustments, which adjustments are not material) in all material respects the financial positions of each of Management and Lessee as at March 31, 1999 and the results of operations of each of Management and Lessee for the three months then endedbecome due. (iii) None Schedule 4.1(d)(iii) sets forth a true and complete list of Managementall expenses, Lessee or liabilities and other obligations of any Seller to any Affiliate of the Lessee Subsidiaries has any Liabilities except: (A) as set forth on Schedule 4.1(f)(iii); (B) Liabilities disclosed on the applicable March 31, 1999 Balance Sheet; (C) Liabilities under all contracts and agreements set forth on the schedules hereto, other than any such Liabilities in respect of indebtedness for borrowed money; and (D) Liabilities incurred subsequent to March 31, 1999 Seller that is included in the ordinary course of business consistent with past practice and in compliance with the provisions of this Agreement; (E) Liabilities arising from litigation relating to the Transaction; and (F) Liabilities under all contracts and agreements entered into by such Person after the date of this Agreement so long as such contract or agreement was entered into in compliance with this AgreementFinancial Information. (iv) As of March 31, 1999 except as set forth on the March 31, 1999 Balance Sheet or reserved against on such balance sheet, Lessee and its Lessee Subsidiaries do not have Liabilities of the type required to be reflected as Liabilities on a balance sheet prepared in accordance with GAAP.

Financial Information; Liabilities. (a) Schedule 4.5(a) of the Seller Disclosure Schedule sets forth (i) Attached as Schedule 4.1(f)(i) are the audited consolidated unaudited balance sheets of each of the consolidated ACAMS Companies, the consolidated Xxxxxx Companies and OCL, each for the fiscal years ended June 30, 2020 and June 30, 2021, and for the three (i3) Management month period ended September 30, 2021, and (ii) Lessee and its Subsidiaries as at December 31, 1998 (the "December 31 Balance Sheets") and the accompanying audited consolidated related unaudited statements of operations (reflecting operating income pre-Corporate allocations, except for such allocations as expressly set forth therein) of the consolidated ACAMS Companies, the consolidated Xxxxxx Companies and cash flows andOCL, with respect to the Lessee, stockholder's equity each for the year then fiscal years ended audited by Ernst & Young LLP June 30, 2020 and June 30, 2021, and for the three (together with 3) month period ended September 30, 2021 (such unaudited financial statements referred to in the December 31 Balance Sheetsforegoing clauses (i) and (ii), collectively, the "December 31 “Unaudited Financial Statements"Information”). The December 31 Unaudited Financial Statements have Information and, only if delivered pursuant to Section 6.10, the Audited Financial Information: (A) has been prepared in good faith, (B) presents fairly in all material respects the financial condition and results of operations of the Business as of the dates therein specified and for the periods indicated thereon, (C) has been derived from and prepared in accordance with the books and records of the Acquired Companies, and (D) has been prepared in accordance with GAAP (except as may be indicated consistently applied throughout the periods covered thereby, subject to, in the notes theretocase of the Unaudited Financial Information, the lack of footnotes (the effect of which are not expected to be material individually or in the aggregate) and fairly present in all material respects the consolidated financial position of each of Management other presentation items and Lessee as at December 31, 1998 and the results of operations of each of Management and Lessee for the year then ended. (ii) Attached as Schedule 4.1(f)(ii) are the unaudited consolidated balance sheets of each of (i) Management and (ii) Lessee and its Subsidiaries as at March 31, 1999 (the "March 31 Balance Sheets") and the accompanying unaudited consolidated statements of operations and cash flows for the three months then ended (together with the March 31 Balance Sheet, the "March 31 Financial Statements"). The March 31 Financial Statements have been prepared in a manner consistent with that employed in the December 31 Financial Statements except as disclosed in the notes to such financial statements. The March 31 Financial Statements have been prepared in accordance with GAAP and fairly present (subject to normal recurring year-end adjustments, adjustments (the effect of which adjustments are not material) expected to be material individually or in all material respects the financial positions of each of Management and Lessee as at March 31, 1999 and the results of operations of each of Management and Lessee for the three months then ended. (iii) None of Management, Lessee or any of the Lessee Subsidiaries has any Liabilities except: (A) aggregate). Except as set forth on Schedule 4.1(f)(iii); 4.5(a) of the Seller Disclosure Schedule, since September 30, 2021 through the date of this Agreement, there has been no material change in any accounting or Tax principle, election, procedure or practice followed by any Acquired Company or in the method of applying any such principle, practice, election or procedure. (Bb) Liabilities disclosed The Unaudited Financial Information is qualified by the fact that the Business has not operated as a separate “stand-alone” entity apart from Seller. In certain operational areas, the Business is dependent upon centralized functional activities of Seller or its Affiliates. The Unaudited Financial Information involves making certain allocations and estimates and excludes all year-end adjustments or footnote disclosures required to present such statements in conformity with GAAP, none of which are individually, or in the aggregate, material. The Unaudited Financial Information excludes certain allocations of centralized functional activities of Seller or its Affiliates, restructuring expenses, interest income and expenses, income Taxes, gains and losses on asset sales and other non-operating items. Purchaser acknowledges that the applicable March 31Unaudited Financial Information may not necessarily be indicative of the conditions that would have existed or the results of operations that would have been achieved if the Business had been operated as an unaffiliated company. (c) There are no liabilities or obligations of the Acquired Companies of any nature, 1999 Balance Sheet; (C) Liabilities under all contracts and agreements set forth whether or not accrued, contingent or otherwise, that would be required to be reflected on a balance sheet of the schedules heretoBusiness prepared in accordance with GAAP, other than any such Liabilities liabilities or obligations: (i) that are adequately reserved against or specifically set forth in respect of indebtedness for borrowed money; and the Unaudited Financial Information, (Dii) Liabilities incurred subsequent to March 31, 1999 in the ordinary course of business consistent with past practice and in compliance with since June 30, 2021 (none of which relates to any material violation of Legal Requirement or Proceeding or any material breach of contract), (iii) arising out of, relating to or resulting from the provisions Transactions or the announcement, negotiation, execution or performance of this Agreement; Agreement or the other Transaction Agreements, (Eiv) Liabilities arising from litigation relating that have been (or will be prior to the Transaction; Closing) discharged or paid off, or (v) that otherwise would not reasonably be expected to be, individually or in the aggregate, material to the applicable Business. There are no material claims existing that have been asserted against Seller or its Controlled Affiliates and (F) Liabilities are pending or, to the Seller’s Knowledge, threatened under all contracts or pursuant to any warranty, whether express or implied, on the services and agreements entered into products provided by such Person after any Business since January 1, 2019 and, as of the date of this Agreement so long as such contract or agreement was entered into in compliance with this Agreement. (iv) As of March 31, 1999 except as set forth on would not reasonably be expected to be, individually or in the March 31aggregate, 1999 Balance Sheet a material to the Business, there are no claims existing with respect to improper services, malfeasance or reserved against on such balance sheetotherwise, Lessee stemming from the sale and its Lessee Subsidiaries do not have Liabilities distribution of any products or services of the type required to be reflected as Liabilities on a balance sheet prepared in accordance with GAAPBusiness.