Common use of Financial Information; No Undisclosed Liabilities Clause in Contracts

Financial Information; No Undisclosed Liabilities. (a) Attached as Schedule 3.3(a) are (i) an unaudited statement of net assets of the Business, as of June 30, 2022 and June 30, 2021, and (ii) an unaudited statements of net earnings and cash flows of the Business for the years then ended (clauses (i) and (ii) collectively, the “Annual Financial Statements”), (iii) the unaudited statement of net assets of the Business, as of September 30, 2022, and (iv) the unaudited statements of net earnings and cash flows of the Business for the three months then ended (collectively, the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”) (such statement of net assets as of September 30, 2022, the “Balance Sheet” and such date, the “Balance Sheet Date”). The books and records of the Seller with respect to the Business have been prepared in accordance with GAAP. Subject to the limitations set forth in this Agreement, the Financial Statements have been derived from the books and records of the Seller with respect to the Business, have been prepared in good faith and present fairly, in all material respects, the financial condition and results of operations of the Business as of the indicated dates and for the indicated periods in conformity with GAAP consistently applied throughout the periods covered thereby. The Seller makes no other representation or warranty regarding the Financial Statements. (b) Other than (i) Liabilities that are reflected in the Interim Financial Statements, (ii) Liabilities disclosed or referred to in the Disclosure Schedules, (iii) the 22 Retained Liabilities, and (iv) Liabilities or obligations arising since the Balance Sheet Date in the ordinary course of business, the Seller does not have any Liabilities or obligations of any nature with respect to the Business that would be material to the Business, taken as a whole. 3.4

Financial Information; No Undisclosed Liabilities. (a) Attached as Schedule 3.3(a) are The Company has delivered to the Buyer true and complete copies of (collectively, the “Consolidated Financial Statements”): (i) an unaudited statement of net assets audited consolidated financial statements of the Business, Company and its Subsidiaries as of June 30and for the years ended December 31, 2022 2017, 2016 and June 30, 20212015, and (ii) an interim unaudited consolidated financial statements of net earnings the Company and cash flows of the Business for the years then ended (clauses (i) and (ii) collectively, the “Annual Financial Statements”), (iii) the unaudited statement of net assets of the Business, its Subsidiaries as of September 30, 2022, and (iv) the unaudited statements of net earnings and cash flows of the Business for the three and six months then ended (collectively, the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”) (such statement of net assets as of September June 30, 2022, the “Balance Sheet” and such date, 2018 (the “Balance Sheet Date”), and a copy of the Consolidated Financial Statements is attached hereto as Schedule 2.4 of the Company Disclosure Letter. The books and records Consolidated Financial Statements present fairly in all material respects the consolidated financial condition of the Seller Company and its Subsidiaries, and results of operations and cash flows for the dates or periods indicated thereon, in accordance with GAAP applied on a consistent basis throughout the periods indicated, except as disclosed therein and except, with respect to the Business interim unaudited consolidated financial statements as of and for the three and six month periods ended on the Balance Sheet Date, (i) for normal year-end audit adjustments, (ii) for the omission of footnote disclosures and statements of shareholders’ equity and cash flows as required by GAAP, and (iii) for the other matters set forth on Schedule 2.4(a) of the Company Disclosure Letter, in each case, that are not material individually or in the aggregate. The Consolidated Financial Statements, including the footnotes thereto, have been prepared in accordance with GAAP. Subject to the limitations set forth in this Agreement, the Financial Statements have been derived from the books and records of the Seller with respect Company and its Subsidiaries. The Company’s auditors have not notified in writing (or to the BusinessCompany’s Knowledge, have been prepared orally) the Company, its Subsidiaries or any of their respective officers or employees of any material liabilities, reserves, changes or issues that need to be addressed in good faith the Consolidated Financial Statements. The books of account and present fairly, other financial records of the Company are complete and correct in all material respectsrespects and represent actual, the financial condition and results of operations of the Business as of the indicated dates and for the indicated periods in conformity with GAAP consistently applied throughout the periods covered thereby. The Seller makes no other representation or warranty regarding the Financial Statements. (b) Other than (i) Liabilities that are reflected in the Interim Financial Statements, (ii) Liabilities disclosed or referred to in the Disclosure Schedules, (iii) the 22 Retained Liabilities, and (iv) Liabilities or obligations arising since the Balance Sheet Date in the ordinary course of business, the Seller does not have any Liabilities or obligations of any nature with respect to the Business that would be material to the Business, taken as a whole. 3.4bona fide transactions.

Financial Information; No Undisclosed Liabilities. (a) Attached as Section 3.04 of the Seller Disclosure Schedule 3.3(a) are includes true and correct copies of the unaudited financial statements of the Business, which include (i) an unaudited statement of net assets and liabilities included in the Transferred Assets and the Assumed Liabilities for the fiscal year ended December 31, 2014; (ii) an unaudited statement of revenues and direct expenses relating to the BusinessTransferred Assets and the Assumed Liabilities, for the fiscal year ended December 31, 2014; (iii) an unaudited statement of assets and liabilities included in the Transferred Assets and Assumed Liabilities as of June 30, 2022 2015 (such statement of assets and June 30, 2021, and (ii) an unaudited statements of net earnings and cash flows of the Business for the years then ended (clauses (i) and (ii) collectivelyliabilities, the “Annual Financial StatementsInterim Statement”), (iii) the unaudited statement of net assets of the Business, as of September 30, 2022, ; and (iv) an unaudited statement of revenues and direct expenses relating to the unaudited statements of net earnings Transferred Assets and cash flows of the Business Assumed Liabilities for the three months then 6-month period ended June 30, 2015 (collectively, the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”). Except as set forth on Section 3.04 of the Seller Disclosure Schedule, (w) (such statement of net assets as of September 30the Financial Statements have been prepared from, 2022and are in accordance with, the “Balance Sheet” and such date, the “Balance Sheet Date”). The books and records of Seller and the Seller with respect Subsidiaries pertaining to the Business Business, (x) the Financial Statements have been prepared in accordance with GAAP. Subject to GAAP applied on a consistent basis throughout the limitations set forth periods indicated (except for the absence of footnotes and normal and recurring year-end adjustments, which individually and in this Agreementthe aggregate will not be material), (y) Seller has determined the estimates of assets, direct expenses and liabilities included in the Financial Statements have been derived from the books and records of the Seller with respect to the Business, have been as prepared in good faith accordance with GAAP, and (z) the Financial Statements fairly and accurately present fairly, in all material respects, respects the financial condition position of the Business and the results of operations of the Business Business, in each case, as of the indicated dates date thereof and for the indicated periods in conformity with GAAP consistently applied throughout the periods covered thereby. The Seller makes no other representation or warranty regarding the Financial Statements. (b) Other than (i) Liabilities that are reflected in the Interim Financial Statements, (ii) Liabilities disclosed or referred to in the Disclosure Schedules, (iii) the 22 Retained Liabilities, and (iv) Liabilities or obligations arising since the Balance Sheet Date in the ordinary course of business, the Seller does not have any Liabilities or obligations of any nature with respect to the Business that would be material to the Business, taken as a whole. 3.4presented therein.

Financial Information; No Undisclosed Liabilities. (a) Attached as Schedule 3.3(a) are The Buyer has delivered to the Company true and complete copies of (collectively, the “Buyer Consolidated Financial Statements”): (i) an unaudited statement of net assets audited consolidated financial statements of the Business, Buyer and its Subsidiaries as of June 30and for the years ended December 31, 2022 2017, 2016 and June 30, 20212015, and (ii) an interim unaudited consolidated financial statements of net earnings the Buyer and its Subsidiaries as of and for three and six months ended on the Balance Sheet Date, and a copy of the Buyer Consolidated Financial Statements is attached hereto as Schedule 3.5 of the Buyer Disclosure Letter. The Buyer Consolidated Financial Statements present fairly in all material respects the consolidated financial condition of the Buyer and its Subsidiaries, and results of operations and cash flows of the Business for the years then ended (clauses (i) and (ii) collectivelydates or periods indicated thereon, in accordance with GAAP applied on a consistent basis throughout the “Annual Financial Statements”)periods indicated, (iii) the unaudited statement of net assets of the Business, except as of September 30, 2022, and (iv) the unaudited statements of net earnings and cash flows of the Business for the three months then ended (collectively, the “Interim Financial Statements” disclosed therein and, together with the Annual Financial Statementsexcept, the “Financial Statements”) (such statement of net assets as of September 30, 2022, the “Balance Sheet” and such date, the “Balance Sheet Date”). The books and records of the Seller with respect to the Business interim unaudited consolidated financial statements as of and for the three and six months period ended on the Balance Sheet Date, (i) for normal year-end audit adjustments, (ii) for the omission of footnote disclosures and statements of shareholders’ equity and cash flows as required by GAAP, and (iii) for the other matters set forth on Schedule 3.5(a) of the Buyer Disclosure Letter, in each case, that are not material individually or in the aggregate. The Buyer Consolidated Financial Statements, including the footnotes thereto, have been prepared in accordance with GAAP. Subject to the limitations set forth in this Agreement, the Financial Statements have been derived from the books and records of the Seller with respect Buyer and its Subsidiaries. The Buyer’s auditors have not notified in writing (or to the BusinessBuyer’s Knowledge, have been prepared orally) the Buyer, its Subsidiaries or any of their respective officers or employees of any material liabilities, reserves, changes or issues that need to be addressed in good faith the Buyer Consolidated Financial Statements. The books of account and present fairly, other financial records of the Buyer are complete and correct in all material respectsrespects and represent actual, the financial condition and results of operations of the Business as of the indicated dates and for the indicated periods in conformity with GAAP consistently applied throughout the periods covered thereby. The Seller makes no other representation or warranty regarding the Financial Statements. (b) Other than (i) Liabilities that are reflected in the Interim Financial Statements, (ii) Liabilities disclosed or referred to in the Disclosure Schedules, (iii) the 22 Retained Liabilities, and (iv) Liabilities or obligations arising since the Balance Sheet Date in the ordinary course of business, the Seller does not have any Liabilities or obligations of any nature with respect to the Business that would be material to the Business, taken as a whole. 3.4bona fide transactions.