Common use of Financial Information; No Liabilities Clause in Contracts

Financial Information; No Liabilities. (a) The Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) true and complete copies of: (i) the audited consolidated balance sheets of the Company as of December 31, 2016 and December 31, 2015, and the related audited consolidated statements of income, changes in owners’ equity, and cash flows for the years then ended, (ii) the unaudited consolidated balance sheets of the Company as of the quarters ended September 30, 2016 and September 30, 2015, and the related audited consolidated statements of income, changes in owners’ equity, and cash flows for the nine-month periods then ended, and (iii) the unaudited consolidated balance sheets of the Company as of March 31, 2017 (the “Recent Balance Sheet”) and March 31, 2016, and the related unaudited and consolidated statements of income for the respective three-month periods then ended ((i), (ii) and (ii) being referred to herein, collectively, as the “Financial Statements”). The Financial Statements (including the notes to the audited financial statements) (i) were derived from and in accordance with the books and records of the Company, and (ii) each fairly present in all material respects the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject to normal and recurring year-end adjustments, the effect of which will not, individually or in the aggregate, be material). As of the date of this Agreement and as of the Closing, the Company does not, and the Company will not, have any Liabilities, including any Liabilities (i) identified in the Financial Statements and the notes thereto; (ii) incurred by the Company in the Ordinary Course of Business since the Recent Balance Sheet date that are not, individually or in the aggregate, material; (iii) relating to the performance under Contracts that have not yet been fully performed and under which the Company is not in breach or default; (iv) incurred by the Company in connection with the transactions contemplated by this Agreement and satisfied on or prior to the Closing Date; or (v) created by or related to Transaction Expenses.