Common use of Financial Information; Undisclosed Liabilities Clause in Contracts

Financial Information; Undisclosed Liabilities. (a) The internally prepared balance sheets of the Business as at September 26, 2008 and December 31, 2008 and the related statements of income for the fiscal year then ended (subject to normal year-end adjustments, which are not expected to be material, and the omission of footnotes to the financial statements) (December 31, 2008 being referred to herein as the “Balance Sheet Date”) (the internally prepared balance sheet of the Business at the Balance Sheet Date is hereinafter referred to as the “Balance Sheet”), are included as Schedule 3.6(a) of the Seller Disclosure Letter and were extracted from the accounting records of the Business provided to Seller by Tyco. The Balance Sheet and related statements of income are consistent with the Books and Records and present fairly, in all material respects, the current assets and current Liabilities of the Business as of the Balance Sheet Date and the results of operations of the Business as of and up to such date. (b) Except as set forth on Schedule 3.6(b) of the Seller Disclosure Letter, the Business does not have any Liabilities (whether accrued, absolute, contingent or otherwise) required to be set forth on a consolidated balance sheet prepared in accordance with GAAP (or in the notes thereto), except for (i) those Liabilities reflected on the Balance Sheet, (ii) Liabilities incurred in the ordinary course of the Business and consistent with past practice since the Balance Sheet Date or which are included in the Closing Date Working Capital, or (iii) Liabilities specifically contemplated by this Agreement to be incurred in connection with the transactions contemplated hereby. For the avoidance of doubt, this Section 3.6(b) does not address any matters that are addressed by the specific language (as opposed to the topic matter) of the other representations contained elsewhere in this ARTICLE III.

Financial Information; Undisclosed Liabilities. (a) The internally prepared balance sheets of SEP I has provided the Business Company with the Historical Financial Information set forth in the Company’s Registration Statement (Registration No. 333-176613), as at September 26, 2008 and December 31, 2008 and amended or supplemented through the related statements of income for the fiscal year then ended date hereof (subject to normal year-end adjustments, which are not expected to be material, and the omission of footnotes to the financial statements) (December 31, 2008 being referred to herein as the “Balance Sheet Date”) (the internally prepared balance sheet of the Business at the Balance Sheet Date is hereinafter referred to as the “Balance SheetRegistration Statement”), are included as Schedule 3.6(a) of the Seller Disclosure Letter and were extracted from the accounting records of the Business provided to Seller by Tyco. The Balance Sheet and related statements of income are consistent with the Books and Records and present fairly, Historical Financial Information presents fairly in all material respects, respects the current assets and current Liabilities financial position of the Contributed Business as of the Balance Sheet Date dates thereof and for the periods then ended and the results of operations of the Contributed Business for the period covered thereby, subject to normal and recurring adjustments. There are no off-balance sheet arrangements that have or are reasonably likely to have a Contributed Business Material Adverse Effect. The Historical Financial Information has been prepared in accordance with GAAP consistently applied throughout the periods covered thereby. There were no changes in the method of application of SEP I’s accounting policies or changes in the method of applying SEP I’s use of estimates in the preparation of the Historical Financial Information as of and up to such datecompared with past practice. (b) Except as set forth on Schedule 3.6(b) There are no liabilities or obligations of SEP III or the Seller Disclosure Letter, the Contributed Business does not have of any Liabilities nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) required and there are no facts or circumstances that would reasonably be expected to be set forth on a consolidated balance sheet prepared result in accordance with GAAP (any such liabilities or obligations, whether arising in the notes thereto)context of federal, except for state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) those Liabilities liabilities or obligations reflected on or reserved against it in the Balance SheetHistorical Financial Information, (ii) Liabilities current liabilities incurred in the ordinary course of the Business and consistent with past practice business since the Balance Sheet Date or which are included in the Closing Date Working CapitalSeptember 30, or 2011, (iii) Liabilities specifically contemplated by this Agreement liabilities or obligations set forth on Disclosure Schedule 3.5(b) and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, reasonably be expected to be incurred in connection with the transactions contemplated hereby. For the avoidance of doubt, this Section 3.6(b) does not address any matters that are addressed by the specific language (as opposed to the topic matter) of the other representations contained elsewhere in this ARTICLE IIIhave a Contributed Business Material Adverse Effect.

Financial Information; Undisclosed Liabilities. (a) The internally prepared Attached as Schedule 4.5(a) are (i) audited consolidated balance sheets and statements of income, stockholders’ equity and cash flows of the Business Company as at September 26, 2008 of and December 31, 2008 and the related statements of income for the fiscal year then ended December 31, 2010 and (subject ii) unaudited consolidated balance sheets and statements of income, stockholders’ equity and cash flows of the Company as of and for the six month period ended June 30, 2011 (such financial statements, including the notes thereto, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP, as of the dates and for the periods presented (except as may be stated therein or in the notes thereto), consistently applied throughout the periods covered by each such statement, and fairly present, in all material respects, the consolidated financial condition of the Company and its Subsidiaries as of the respective dates and the results of operations and cash flows of the Company and its Subsidiaries as of the date thereof and for the respective periods presented therein, as applicable (except as may be stated therein or in the notes thereto and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments, which are not expected to be materialthe absence of notes and any other adjustments described therein). (a) Except as set forth in Schedule 4.5(b) or as reflected in the Financial Statements, and the omission of footnotes to the financial statements) (December 31, 2008 being referred to herein as the “Balance Sheet Date”) (the internally prepared balance sheet of the Business at the Balance Sheet Date is hereinafter referred to as the “Balance Sheet”), are included as Schedule 3.6(a) of the Seller Disclosure Letter and were extracted from the accounting records of the Business provided to Seller by Tyco. The Balance Sheet and related statements of income are consistent with the Books and Records and present fairly, in all material respects, the current assets and current Liabilities of the Business as of the Balance Sheet Date date hereof, neither the Company nor its Subsidiaries have any liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise, and whether due or to become due), except for liabilities and obligations (i) incurred in the results ordinary course of operations business since June 30, 2011, (ii) which would not be required to be disclosed in an audited balance sheet (or disclosed in the notes thereto) that is prepared in accordance with GAAP, (iii) incurred in connection with this Agreement or the transactions contemplated hereby or (iv) which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. This representation shall not be deemed breached as a result of a change in Applicable Law or GAAP after the Business as of and up to such dateEffective Time. (b) Except as set forth on in the Financial Statements or in Schedule 3.6(b) 4.5(c), neither the Company nor any of its Subsidiaries maintains any material “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the Seller Disclosure Letter, the Business does not have any Liabilities (whether accrued, absolute, contingent or otherwise) required to be set forth on a consolidated balance sheet prepared in accordance with GAAP (or in the notes thereto), except for (i) those Liabilities reflected on the Balance Sheet, (ii) Liabilities incurred in the ordinary course of the Business Securities and consistent with past practice since the Balance Sheet Date or which are included in the Closing Date Working Capital, or (iii) Liabilities specifically contemplated by this Agreement to be incurred in connection with the transactions contemplated hereby. For the avoidance of doubt, this Section 3.6(b) does not address any matters that are addressed by the specific language (as opposed to the topic matter) of the other representations contained elsewhere in this ARTICLE IIIExchange Commission.

Financial Information; Undisclosed Liabilities. (a) The internally prepared balance sheets Assignor has provided to Assignee a true and complete copy of the Business audited balance sheet as at September 26, 2008 and of December 31, 2008 and the related statements of income for the fiscal year then ended 2015 (subject to normal year-end adjustments, which are not expected to be material, and the omission of footnotes to the financial statements) (December 31, 2008 being referred to herein as the “Balance Sheet Date”) for the Company on a consolidated basis (the internally prepared balance sheet of the Business at the Balance Sheet Date is hereinafter referred to as the “Balance Sheet”), are included as Schedule 3.6(a) of the Seller Disclosure Letter and were extracted from the accounting records of the Business provided to Seller by Tyco. The Balance Sheet and related statements of income are consistent with the Books and Records and present fairly, presents fairly in all material respects, respects the current assets and current Liabilities financial position of the Business Company as of the date thereof. As of the Balance Sheet Date and Date, there are no off-balance sheet arrangements that have had or are reasonably likely to have a Material Adverse Effect. The Balance Sheet has been prepared in accordance with GAAP consistently applied throughout the results periods presented, except that the Balance Sheet does not include any notes. Except as required by GAAP, there were no changes in the method of operations application of the Business Company’s accounting policies or changes in the method of applying the Company’s use of estimates in the preparation of the Balance Sheet as of and up to such datecompared with past practice. (b) Except as set forth otherwise disclosed in (i) the Current Report on Form 8-K filed by the Partnership with the Commission on April 28, 2016 (the “Partnership 8-K”), (ii) the Current Report on Form 8-K filed by Tallgrass Energy GP, LP with the Commission on April 28, 2016 (the “TEGP 8-K”) or (iii) Disclosure Schedule 3.6(b) 3.5(b), there are no liabilities or obligations of the Seller Disclosure Letter, the Business does not have Company of any Liabilities nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) required and there are no facts or circumstances that would reasonably be expected to be set forth on a consolidated result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, other than (x) liabilities or obligations reflected or reserved against in the Balance Sheet or any unaudited balance sheet prepared in accordance with GAAP (or in of the notes thereto), except for (i) those Liabilities reflected on the Balance SheetCompany previously provided to Assignee, (iiy) Liabilities current liabilities incurred in the ordinary course of the Business business since December 31, 2015, and consistent with past practice since the Balance Sheet Date (z) liabilities or which are included obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the Closing Date Working Capitalaggregate, or (iii) Liabilities specifically contemplated by this Agreement reasonably be expected to be incurred in connection with the transactions contemplated hereby. For the avoidance of doubt, this Section 3.6(b) does not address any matters that are addressed by the specific language (as opposed to the topic matter) of the other representations contained elsewhere in this ARTICLE IIIhave a Material Adverse Effect.

Financial Information; Undisclosed Liabilities. (a) The internally prepared balance sheets of SEP I has provided the Business Company with the Historical Financial Information set forth in the Company’s Registration Statement (Registration No. 333-176613), as at September 26, 2008 and December 31, 2008 and amended or supplemented through the related statements of income for the fiscal year then ended date hereof (subject to normal year-end adjustments, which are not expected to be material, and the omission of footnotes to the financial statements) (December 31, 2008 being referred to herein as the “Balance Sheet Date”) (the internally prepared balance sheet of the Business at the Balance Sheet Date is hereinafter referred to as the “Balance SheetRegistration Statement”), are included as Schedule 3.6(a) of the Seller Disclosure Letter and were extracted from the accounting records of the Business provided to Seller by Tyco. The Balance Sheet and related statements of income are consistent with the Books and Records and present fairly, Historical Financial Information presents fairly in all material respects, respects the current assets and current Liabilities financial position of the Contributed Business as of the Balance Sheet Date dates thereof and for the periods then ended and the results of operations of the Contributed Business for the period covered thereby, subject to normal and recurring adjustments. There are no off-balance sheet arrangements that have or are reasonably likely to have a Contributed Business Material Adverse Effect. The Historical Financial Information has been prepared in accordance with GAAP consistently applied throughout the periods covered thereby. There were no changes in the method of application of SEP I’s accounting policies or changes in the method of applying SEP I’s use of estimates in the preparation of the Historical Financial Information as of and up to such datecompared with past practice. (b) Except as set forth on Schedule 3.6(b) There are no liabilities or obligations of SEP III or the Seller Disclosure Letter, the Contributed Business does not have of any Liabilities nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) required and there are no facts or circumstances that would reasonably be expected to be set forth on a consolidated balance sheet prepared result in accordance with GAAP (any such liabilities or obligations, whether arising in the notes thereto)context of federal, except for state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) those Liabilities liabilities or obligations reflected on or reserved against it in the Balance SheetHistorical Financial Information, (ii) Liabilities current liabilities incurred in the ordinary course of the Business and consistent with past practice business since the Balance Sheet Date or which are included in the Closing Date Working CapitalJune 30, or 2011, (iii) Liabilities specifically contemplated by this Agreement liabilities or obligations set forth on Disclosure Schedule 3.5(b) and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, reasonably be expected to be incurred in connection with the transactions contemplated hereby. For the avoidance of doubt, this Section 3.6(b) does not address any matters that are addressed by the specific language (as opposed to the topic matter) of the other representations contained elsewhere in this ARTICLE IIIhave a Contributed Business Material Adverse Effect.

Financial Information; Undisclosed Liabilities. (a) The internally prepared balance sheets EMI has provided to the Partnership a true and complete copy of the Business unaudited balance sheet as at September 26of June 30, 2008 and December 31, 2008 and the related statements of income 2014 for the fiscal year then ended each Company (subject to normal year-end adjustments, which are not expected to be material, and the omission of footnotes to the financial statements) (December 31, 2008 being referred to herein as the “Balance Sheet Date”) (the internally prepared balance sheet of the Business at the Balance Sheet Date is hereinafter referred to as the “Balance SheetSheets”), are included as Schedule 3.6(a) of the Seller Disclosure Letter and were extracted from the accounting records of the Business provided to Seller by Tyco. The Balance Sheet and related statements of income are consistent with the Books and Records and Sheets present fairly, fairly in all material respects, respects the current assets and current Liabilities financial position of the Business each Company as of the date thereof. There are no off-balance sheet arrangements that have or are reasonably likely to have a Company Material Adverse Effect. The Balance Sheet Date and Sheets have been prepared in accordance with GAAP consistently applied throughout the results periods presented, except that the Balance Sheets do not include any notes. Except as required by GAAP, there were no changes in the method of operations application of the Business Companies’ accounting policies or changes in the method of applying the Companies’ use of estimates in the preparation of the Balance Sheets as of and up to such datecompared with past practice. (b) Except as set forth disclosed on Disclosure Schedule 3.6(b) 3.5(b), there are no liabilities or obligations of the Seller Disclosure Letter, the Business does not have either Company of any Liabilities nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) required and there are no facts or circumstances that would reasonably be expected to be set forth on a consolidated balance sheet prepared result in accordance with GAAP (any such liabilities or obligations, whether arising in the notes thereto)context of federal, except for state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) those Liabilities liabilities or obligations reflected on or reserved against in the Balance SheetSheets, (ii) Liabilities current liabilities incurred in the ordinary course of the Business business since June 30, 2014, and consistent with past practice since the Balance Sheet Date or which are included in the Closing Date Working Capital, or (iii) Liabilities specifically contemplated by this Agreement liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, reasonably be expected to be incurred in connection with the transactions contemplated hereby. For the avoidance of doubt, this Section 3.6(b) does not address any matters that are addressed by the specific language (as opposed to the topic matter) of the other representations contained elsewhere in this ARTICLE IIIhave a Company Material Adverse Effect.

Financial Information; Undisclosed Liabilities. (a) The internally prepared Disclosure Schedule 3.5(a) sets forth a true and complete copy of the unaudited balance sheets as of the Business as at September 26, 2008 and December 31, 2008 2011, 2012 and the related 2013, and statements of income for the fiscal year then years ended (subject to normal year-end adjustments, which are not expected to be material, and the omission of footnotes to the financial statements) (December 31, 2008 being referred to herein as 2011, 2012 and 2013 for WECU, after reflecting the “Balance Sheet Date”adjustments set forth on Disclosure Schedule 3.5(a) (the internally prepared balance sheet of the Business at the Balance Sheet Date is hereinafter collectively referred to as the “Balance SheetFinancial Statements”), are included as Schedule 3.6(a) of the Seller Disclosure Letter and were extracted from the accounting records of the Business provided to Seller by Tyco. The Balance Sheet and related statements of income are consistent with the Books and Records and Financial Statements present fairly, fairly in all material respects, respects the current assets and current Liabilities financial position of the Business WECU as of the Balance Sheet Date dates thereof and the results of operations of WECU for the Business periods presented. Except as set forth in Disclosure Schedule 3.5(a), there are no off-balance sheet arrangements that have or are reasonably likely to have a Contributed Entity Material Adverse Effect. The Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods presented, except that the Financial Statements reflect the transactions set forth on Disclosure Schedule 3.5(a) and do not include any notes. Except as required by GAAP, there were no changes in the method of and up to such dateapplication of WECU’s accounting policies or changes in the method of applying WECU’s use of estimates in the preparation of the Financial Statements as compared with past practice. (b) Except as set forth on Schedule 3.6(b) There are no liabilities or obligations of the Seller Disclosure Letter, the Business does not have Contributed Entities of any Liabilities nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) required and there are no facts or circumstances that would reasonably be expected to be set forth on a consolidated balance sheet prepared result in accordance with GAAP (any such liabilities or obligations, whether arising in the notes thereto)context of federal, except for state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) those Liabilities reflected on liabilities or obligations accrued in the Balance SheetFinancial Statements, (ii) Liabilities current liabilities incurred in the ordinary course of the Business and consistent with past practice business since the Balance Sheet Date or which are included in the Closing Date Working CapitalNovember 30, or 2013, (iii) Liabilities specifically contemplated by this Agreement liabilities or obligations set forth on Disclosure Schedule 3.5(b), and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, reasonably be expected to be incurred in connection with the transactions contemplated hereby. For the avoidance of doubt, this Section 3.6(b) does not address any matters that are addressed by the specific language (as opposed to the topic matter) of the other representations contained elsewhere in this ARTICLE IIIhave a Contributed Entity Material Adverse Effect.

Financial Information; Undisclosed Liabilities. (a) The internally prepared Disclosure Schedule 3.5(a) sets forth a true and complete copy of the unaudited balance sheets as of the Business as at September 26, 2008 and December 31, 2008 2010 and the related 2011 and as of June 30, 2012, and statements of income for the fiscal year then years ended (subject to normal year-end adjustments, which are not expected to be material, and the omission of footnotes to the financial statements) (December 31, 2008 being referred to herein as 2010 and 2011 and for the “Balance Sheet Date”six- month periods ended June 30, 2011 and 2012 for the Contributed Entities on a consolidated basis, after reflecting the adjustments set forth on Disclosure Schedule 3.5(a) (the internally prepared balance sheet of the Business at the Balance Sheet Date is hereinafter collectively referred to as the “Balance SheetFinancial Statements”), are included as Schedule 3.6(a) of the Seller Disclosure Letter and were extracted from the accounting records of the Business provided to Seller by Tyco. The Balance Sheet and related statements of income are consistent with the Books and Records and Financial Statements present fairly, fairly in all material respects, respects the current assets and current Liabilities financial position of the Business Contributed Entities as of the Balance Sheet Date dates thereof and the results of operations of the Business Contributed Entities for the periods presented. Except as set forth in Disclosure Schedule 3.5(a), there are no off-balance sheet arrangements that have or are reasonably likely to have a Contributed Entity Material Adverse Effect. The Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods presented, except that the Financial Statements reflect the transactions set forth on Disclosure Schedule 3.5(a) and do not include any notes. Except as required by GAAP, there were no changes in the method of and up to such dateapplication of the Contributed Entities’ accounting policies or changes in the method of applying the Contributed Entities’ use of estimates in the preparation of the Financial Statements as compared with past practice. (b) Except as set forth on Schedule 3.6(b) There are no liabilities or obligations of the Seller Disclosure Letter, the Business does not have Contributed Entities of any Liabilities nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) required and there are no facts or circumstances that would reasonably be expected to be set forth on a consolidated balance sheet prepared result in accordance with GAAP (any such liabilities or obligations, whether arising in the notes thereto)context of federal, except for state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) those Liabilities reflected on liabilities or obligations accrued in the Balance SheetFinancial Statements, (ii) Liabilities current liabilities incurred in the ordinary course of the Business and consistent with past practice business since the Balance Sheet Date or which are included in the Closing Date Working CapitalJanuary 1, or 2012, (iii) Liabilities specifically contemplated by this Agreement liabilities or obligations set forth on Disclosure Schedule 3.5(b), and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, reasonably be expected to be incurred in connection with the transactions contemplated hereby. For the avoidance of doubt, this Section 3.6(b) does not address any matters that are addressed by the specific language (as opposed to the topic matter) of the other representations contained elsewhere in this ARTICLE IIIhave a Contributed Entity Material Adverse Effect.

Financial Information; Undisclosed Liabilities. (a) The internally prepared Attached hereto as Schedule 3.8(a) are (i) the unaudited balance sheets (the "Unaudited Balance Sheets") of the Clean-Op Business and the Drape Business as at September 26, 2008 and of December 31, 2008 2000 and the related statements of income and cash flows of such separate businesses for the fiscal year then ended (subject to normal yearcollectively with the Unaudited Balance Sheets, the "Unaudited Financial Statements"). The Unaudited Financial Statements have been prepared in accordance with GAAP consistently applied. The Unaudited Balance Sheets fairly present the respective condition of the Clean-end adjustmentsOp Business and the Drape Business as of December 31, which are not expected to be material2000, and the omission of footnotes to the financial statements) (December 31, 2008 being referred to herein as the “Balance Sheet Date”) (the internally prepared balance sheet of the Business at the Balance Sheet Date is hereinafter referred to as the “Balance Sheet”), are included as Schedule 3.6(a) of the Seller Disclosure Letter and were extracted from the accounting records of the Business provided to Seller by Tyco. The Balance Sheet and related statements of income are consistent with the Books and Records and Unaudited Financial Statements fairly present fairly, in all material respects, the current assets and current Liabilities of the Business as of the Balance Sheet Date and the results of the operations of Clean-Op Business and the Drape Business for the year then ended. The Unaudited Financial Statements do not contain any items of special or non-recurring income except as of and up to such datespecifically noted thereon. (b) Seller is paying its debts in all material respects as they become due unless such debts are subject to a bona fide dispute. The Clean-Op Purchase Price and the Drape Business Purchase Price represented at least reasonably equivalent value for the respective assets sold at the Clean-Op Closing and the Drape Business Closing. (c) Except as set forth on Schedule 3.6(b) of the 3.8(c), Seller Disclosure Letteris not subject to any liability including, the Business does not have any Liabilities (without limitation, unasserted claims, whether accruedknown or unknown, absolute, contingent contingent, accrued or otherwise) required to be set forth on a consolidated balance sheet prepared , which is not shown or which is in accordance with GAAP (or excess of the amount shown in the notes thereto), except for Unaudited Balance Sheets other than (i) liabilities of the same nature as those Liabilities reflected on set forth in the Unaudited Balance Sheet, (ii) Liabilities Sheet and reasonably incurred in the ordinary course of business after the Business and consistent with past practice since date of the Unaudited Balance Sheet Date and (ii) liabilities under or which are included reflected in the Closing Date Working Capital, or (iii) Liabilities specifically contemplated by this Agreement to be incurred in connection with or the transactions contemplated hereby. For the avoidance of doubt, this Section 3.6(b) does not address any matters that are addressed by the specific language (as opposed to the topic matter) of the other representations contained elsewhere in this ARTICLE IIISchedules hereto.

Financial Information; Undisclosed Liabilities. (a) The internally prepared balance sheets of the Business as at September 26, 2008 and December 31, 2008 and the related statements of income for the fiscal year then ended Financial Information (subject to normal year-end adjustments, which are not expected to be material, and the omission of footnotes to the financial statementsi) (December 31, 2008 being referred to herein as the “Balance Sheet Date”) (the internally prepared balance sheet of the Business at the Balance Sheet Date is hereinafter referred to as the “Balance Sheet”), are included as Schedule 3.6(a) of the Seller Disclosure Letter and were extracted from the accounting records of the Business provided to Seller by Tyco. The Balance Sheet and related statements of income are consistent with the Books and Records and present fairlyfairly presents, in all material respectsrespects and in accordance with GAAP, the current assets and current Liabilities of the Business as of the Balance Sheet Date and respective dates thereof, the results of operations of the Business for the periods indicated therein, (ii) was compiled from Seller’s books and records and (iii) has been prepared in conformity with GAAP applied on a consistent basis during the periods involved; provided, that the Business Financial Information and the foregoing representations and warranties are qualified by the fact that the Business has not operated as a separate standalone entity and has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis. Seller’s independent registered public accounting firm has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal control over financial reporting utilized by Seller and up to such dateits Subsidiaries that has not been subsequently remediated; or (ii) any fraud that involves Seller’s or its Subsidiaries’ management or other employees who have a role in the preparation of financial statements or the internal control over financial reporting utilized by Seller and its Subsidiaries. (b) Except Seller and its Subsidiaries have no Liability related to the Business, except (i) as set forth on Schedule 3.6(b) of specifically reflected or reserved against in the Seller Disclosure Letter, the Business does not have any Liabilities (whether accrued, absolute, contingent or otherwise) required to be set forth on a consolidated balance sheet prepared in accordance with GAAP (or set forth in the notes thereto), except for (i) those Liabilities reflected on the Balance SheetBusiness Financial Information, (ii) for Liabilities incurred in the ordinary course of the Business and consistent with past practice business since the Balance Sheet Date or which are included in the Closing Date Working CapitalDecember 31, or 2020, (iii) Liabilities specifically contemplated by this Agreement to be incurred in connection with the transactions Transactions contemplated hereby. For , (iv) for the avoidance of doubtfuture performance under existing Contracts (other than as a default or breach thereunder), (v) for Excluded Liabilities and (vi) for Liabilities that would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect. (c) Notwithstanding the foregoing, this Section 3.6(b) does not address any matters that are addressed by the specific language (as opposed 4.5 is a representation and warranty limited solely to the topic matter) extent of the other representations contained elsewhere in this ARTICLE IIIBusiness, and is not a representation or warranty to the extent of the Retained Business.

Financial Information; Undisclosed Liabilities. (a) The internally prepared Disclosure Schedule 3.5(a) sets forth a true and complete copy of the unaudited balance sheets as of the Business as at September 26, 2008 and December 31, 2008 2011, 2012 and the related 2013, and statements of income for the fiscal year then years ended (subject to normal year-end adjustments, which are not expected to be material, and the omission of footnotes to the financial statements) (December 31, 2008 being referred to herein as 2011, 2012 and 2013 for WECU, after reflecting the “Balance Sheet Date”adjustments set forth on Disclosure Schedule 3.5(a) (the internally prepared balance sheet of the Business at the Balance Sheet Date is hereinafter collectively referred to as the “Balance SheetFinancial Statements”), are included as Schedule 3.6(a) of the Seller Disclosure Letter and were extracted from the accounting records of the Business provided to Seller by Tyco. The Balance Sheet and related statements of income are consistent with the Books and Records and Financial Statements present fairly, fairly in all material respects, respects the current assets and current Liabilities financial position of the Business WECU as of the Balance Sheet Date dates thereof and the results of operations of WECU for the Business periods presented. Except as set forth in Disclosure Schedule 3.5(a), there are no off-balance sheet arrangements that have or are reasonably likely to have a Contributed Entity Material Adverse Effect. The Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods presented, except that the Financial Statements reflect the transactions set forth on Disclosure Schedule 3.5(a) and do not include any notes. Except as required by GAAP, there were no changes in the method of and up to such dateapplication of WECU’s accounting policies or changes in the method of applying WECU’s use of estimates in the preparation of the Financial Statements as compared with past practice. (b) Except as set forth on Schedule 3.6(b) There are no liabilities or obligations of the Seller Disclosure Letter, the Business does not have Contributed Entities of any Liabilities nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) required and there are no facts or circumstances that would reasonably be expected to be set forth on a consolidated balance sheet prepared result in accordance with GAAP (any such liabilities or obligations, whether arising in the notes thereto)context of federal, except for state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) those Liabilities reflected on liabilities or obligations accrued in the Balance SheetFinancial Statements, (ii) Liabilities current liabilities incurred in the ordinary course of the Business and consistent with past practice business since the Balance Sheet Date or which are included in the Closing Date Working CapitalNovember 30, or 2013, (iii) Liabilities specifically contemplated by this Agreement liabilities or obligations set forth on Disclosure Schedule 3.5(b), and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, reasonably be expected to be incurred have a Contributed Entity Material Adverse Effect. The system of internal controls over financial reporting to which the Contributed Entities are subject is sufficient to provide reasonable assurance (a) that transactions are recorded as necessary to permit preparation of the financial statements in connection conformity with GAAP consistently applied throughout the periods presented, (b) that transactions are executed only in accordance with the transactions contemplated hereby. For authorization of management, and (c) regarding the avoidance of doubt, this Section 3.6(b) does not address any matters that are addressed by the specific language (as opposed to the topic matter) prevention or timely detection of the other representations contained elsewhere in this ARTICLE IIIunauthorized acquisition, use or disposition of the assets of such Contributed Entities.

Financial Information; Undisclosed Liabilities. (a) The internally prepared balance sheets SPLC has provided to SHLX a true and complete copy of each of the Business audited financial statements as at September 26, 2008 and of December 31, 2008 2016 of Mars on a consolidated basis and the related unaudited interim financial statements as of income for the fiscal year then ended September 30, 2017 of Mars on a consolidated basis (subject to normal year-end adjustmentstogether, which are not expected to be material, and the omission of footnotes to the financial statements) (December 31, 2008 being referred to herein as the “Balance Sheet Date”) (the internally prepared balance sheet of the Business at the Balance Sheet Date is hereinafter referred to as the “Balance SheetMars Financial Statements”), are included as Schedule 3.6(a) of the Seller Disclosure Letter and were extracted from the accounting records of the Business provided to Seller by Tyco. The Balance Sheet and related statements of income are consistent with the Books and Records and Mars Financial Statements present fairly, fairly in all material respects, respects the current assets and current Liabilities financial position of the Business Mars as of the Balance Sheet Date and respective dates thereof. There are no material off-balance sheet arrangements of Mars. The Mars Financial Statements have been prepared in accordance with GAAP consistently applied throughout the results of operations of periods presented (except as may be indicated in the Business as of and up to such datenotes thereto). (b) Except as set forth on Schedule 3.6(bSection 3.5(b) of the Seller Disclosure Letter, the Business does not have there are no liabilities or obligations of Mars of any Liabilities nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) required and there are no facts or circumstances that would reasonably be expected to be set forth on a consolidated balance sheet prepared result in accordance with GAAP (any such liabilities or obligations, whether arising in the notes thereto)context of federal, except for state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) those Liabilities liabilities or obligations reflected on or reserved against in the Balance SheetMars Financial Statements, (ii) Liabilities current liabilities incurred in the ordinary course of the Business business since December 31, 2016, and consistent with past practice since the Balance Sheet Date or which are included in the Closing Date Working Capital, or (iii) Liabilities specifically contemplated by this Agreement to be incurred in connection with the transactions contemplated hereby. For the avoidance of doubtliabilities or obligations (whether known or unknown and whether accrued, this Section 3.6(babsolute, contingent or otherwise) does not address any matters that are addressed by not material. (c) SPLC has provided to SHLX a true and complete copy of the specific language audited financial statements as of December 31, 2016 of Explorer on a consolidated basis (the “Explorer Financial Statements”). The Explorer Financial Statements present fairly in all material respects the financial position of Explorer as opposed to of the topic matterdate thereof. There are no material off-balance sheet arrangements of Explorer. The Explorer Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods presented. (d) Except as set forth on Section 3.5(d) of the Disclosure Letter, there are no liabilities or obligations of Explorer of any nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, other representations contained elsewhere than (i) liabilities or obligations reflected or reserved against in this ARTICLE IIIthe Explorer Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 2016, and (iii) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that are not material. (e) SPLC has provided to SHLX a true and complete copy of the audited financial statements as of December 31, 2016 of LOCAP on a consolidated basis (the “LOCAP Financial Statements”). The LOCAP Financial Statements present fairly in all material respects the financial position of LOCAP as of the date thereof. There are no material off-balance sheet arrangements of LOCAP. The LOCAP Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods presented. (f) Except as set forth on Section 3.5(f) of the Disclosure Letter, there are no liabilities or obligations of LOCAP of any nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) liabilities or obligations reflected or reserved against in the LOCAP Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 2016, and (iii) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that are not material. (g) SOPUS has provided to SHLX a true and complete copy of the audited financial statements as of December 31, 2016 of Odyssey on a consolidated basis (the “Odyssey Financial Statements”). The Odyssey Financial Statements present fairly in all material respects the financial position of Odyssey as of the date thereof. There are no material off-balance sheet arrangements of Odyssey. The Odyssey Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods presented. (h) Except as set forth on Section 3.5(h) of the Disclosure Letter, there are no liabilities or obligations of Odyssey of any nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) liabilities or obligations reflected or reserved against in the Odyssey Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 2016, and (iii) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that are not material. (i) SOPUS has provided to SHLX a true and complete copy of the audited financial statements as of December 31, 2016 of Triton on a consolidated basis (the “Triton Financial Statements”). The Triton Financial Statements present fairly in all material respects the financial position of Triton as of the date thereof. There are no material off-balance sheet arrangements of Triton. The Triton Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods presented. (j) Except as set forth on Section 3.5(j) of the Disclosure Letter, there are no liabilities or obligations of Triton of any nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) liabilities or obligations reflected or reserved against in the Triton Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 2016, and (iii) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that are not material.

Financial Information; Undisclosed Liabilities. (a) The internally prepared balance sheets of Contributing Parties have provided the Business as at September 26, 2008 and December 31, 2008 and Partnership with the related statements of income for the fiscal year then ended (subject to normal year-end adjustments, which are not expected to be material, and the omission of footnotes to the financial statements) (December 31, 2008 being referred to herein as the “Balance Sheet Date”) (the internally prepared balance sheet of the Business at the Balance Sheet Date is hereinafter referred to as the “Balance Sheet”Unaudited Summary Historical Financial Information set forth in Disclosure Schedule 3.5(a), are included as Schedule 3.6(a) of the Seller Disclosure Letter and were extracted from the accounting records of the Business provided to Seller by Tyco. The Balance Sheet and related statements of income are consistent with the Books and Records and present fairly, Unaudited Summary Historical Financial Information presents fairly in all material respects, respects the current assets and current Liabilities financial position of the Transferred Business as of the Balance Sheet Date dates thereof and for the periods then ended and the results of operations of the Transferred Business for the period covered thereby, subject to normal and recurring adjustments. Except as set forth on Disclosure Schedule 3.5(a), there are no off-balance sheet arrangements that have or are reasonably likely to have a Transferred Business Material Adverse Effect. The Unaudited Summary Historical Financial Information has been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (subject to the absence of a statement of cash flows and up to such datefinancial statement footnotes) consistently applied throughout the periods covered thereby. There were no changes in the method of application of the Contributed Company’s accounting policies or changes in the method of applying the Contributed Company’s use of estimates in the preparation of the Unaudited Summary Historical Financial Information as compared with past practice. (b) Except as set forth on Schedule 3.6(b) The Partnership’s acquisition of the Seller Disclosure LetterContributed Company, the RMT Assets and the Transferred Business does will not have require the filing by the Partnership with the Securities and Exchange Commission of acquisition financial statements pursuant to Rule 3-05 of Regulation S-X of the Securities Exchange Act of 1934, as amended. (c) There are no liabilities or obligations of the Contributed Company or the Transferred Business of any Liabilities nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) required and there are no facts or circumstances that would reasonably be expected to be set forth on a consolidated balance sheet prepared result in accordance with GAAP (any such liabilities or obligations, whether arising in the notes thereto)context of federal, except for state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) those Liabilities liabilities or obligations reflected on or reserved against it in the Balance SheetUnaudited Summary Historical Financial Information, (ii) Liabilities current liabilities incurred in the ordinary course of the Business and consistent with past practice business since the Balance Sheet Date or which are included in the Closing Date Working CapitalJune 30, or 2010, (iii) Liabilities specifically contemplated by this Agreement liabilities or obligations set forth on Disclosure Schedule 3.5(c) and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, reasonably be expected to be incurred in connection with the transactions contemplated hereby. For the avoidance of doubt, this Section 3.6(b) does not address any matters that are addressed by the specific language (as opposed to the topic matter) of the other representations contained elsewhere in this ARTICLE IIIhave a Transferred Business Material Adverse Effect.

Financial Information; Undisclosed Liabilities. (a) The internally prepared balance sheets SPLC has provided to SHLX a true and complete copy of the Business audited financial statements as at September 26, 2008 and of December 31, 2008 and the related statements 2015 of income for the fiscal year then ended Mars on a consolidated basis (subject to normal year-end adjustments, which are not expected to be material, and the omission of footnotes to the financial statements) (December 31, 2008 being referred to herein as the “Balance Sheet Date”) (the internally prepared balance sheet of the Business at the Balance Sheet Date is hereinafter referred to as the “Balance SheetMars Financial Statements”), are included as Schedule 3.6(a) of the Seller Disclosure Letter and were extracted from the accounting records of the Business provided to Seller by Tyco. The Balance Sheet and related statements of income are consistent with the Books and Records and Mars Financial Statements present fairly, fairly in all material respects, respects the current assets and current Liabilities financial position of the Business Mars as of the Balance Sheet Date and date thereof. There are no material off-balance sheet arrangements of Mars. The Mars Financial Statements have been prepared in accordance with GAAP consistently applied throughout the results of operations of the Business as of and up to such dateperiods presented. (b) Except as set forth on Schedule 3.6(bSection 3.5(b) of the Seller Disclosure Letter, the Business does not have there are no liabilities or obligations of Mars of any Liabilities nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) required and there are no facts or circumstances that would reasonably be expected to be set forth on a consolidated balance sheet prepared result in accordance with GAAP (any such liabilities or obligations, whether arising in the notes thereto)context of federal, except for state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) those Liabilities liabilities or obligations reflected on or reserved against in the Balance SheetMars Financial Statements, (ii) Liabilities current liabilities incurred in the ordinary course of the Business business since December 31, 2015, and consistent with past practice since the Balance Sheet Date or which are included in the Closing Date Working Capital, or (iii) Liabilities specifically contemplated by this Agreement to be incurred in connection with the transactions contemplated hereby. For the avoidance of doubtliabilities or obligations (whether known or unknown and whether accrued, this Section 3.6(babsolute, contingent or otherwise) does not address any matters that are addressed by not material. (c) SOPUS has provided to SHLX a true and complete copy of the specific language audited financial statements as of December 31, 2015 of Odyssey on a consolidated basis (the “Odyssey Financial Statements”). The Odyssey Financial Statements present fairly in all material respects the financial position of Odyssey as opposed to of the topic matterdate thereof. There are no material off-balance sheet arrangements of Odyssey. The Odyssey Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods presented. (d) Except as set forth on Section 3.5(d) of the Disclosure Letter, there are no liabilities or obligations of Odyssey of any nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, other representations contained elsewhere than (i) liabilities or obligations reflected or reserved against in this ARTICLE IIIthe Odyssey Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 2015, and (iii) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that are not material.

Financial Information; Undisclosed Liabilities. (a) The internally prepared Disclosure Schedule 3.5(a) sets forth a true and complete copy of the unaudited balance sheets as of the Business as at September 26, 2008 and December 31, 2008 2010 and the related 2011 and as of June 30, 2012, and statements of income for the fiscal year then years ended (subject to normal year-end adjustments, which are not expected to be material, and the omission of footnotes to the financial statements) (December 31, 2008 being referred to herein as 2010 and 2011 and for the “Balance Sheet Date”six-month periods ended June 30, 2011 and 2012 for the Contributed Entities on a consolidated basis, after reflecting the adjustments set forth on Disclosure Schedule 3.5(a) (the internally prepared balance sheet of the Business at the Balance Sheet Date is hereinafter collectively referred to as the “Balance SheetFinancial Statements”), are included as Schedule 3.6(a) of the Seller Disclosure Letter and were extracted from the accounting records of the Business provided to Seller by Tyco. The Balance Sheet and related statements of income are consistent with the Books and Records and Financial Statements present fairly, fairly in all material respects, respects the current assets and current Liabilities financial position of the Business Contributed Entities as of the Balance Sheet Date dates thereof and the results of operations of the Business Contributed Entities for the periods presented. Except as set forth in Disclosure Schedule 3.5(a), there are no off-balance sheet arrangements that have or are reasonably likely to have a Contributed Entity Material Adverse Effect. The Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods presented, except that the Financial Statements reflect the transactions set forth on Disclosure Schedule 3.5(a) and do not include any notes. Except as required by GAAP, there were no changes in the method of and up to such dateapplication of the Contributed Entities’ accounting policies or changes in the method of applying the Contributed Entities’ use of estimates in the preparation of the Financial Statements as compared with past practice. (b) Except as set forth on Schedule 3.6(b) There are no liabilities or obligations of the Seller Disclosure Letter, the Business does not have Contributed Entities of any Liabilities nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) required and there are no facts or circumstances that would reasonably be expected to be set forth on a consolidated balance sheet prepared result in accordance with GAAP (any such liabilities or obligations, whether arising in the notes thereto)context of federal, except for state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) those Liabilities reflected on liabilities or obligations accrued in the Balance SheetFinancial Statements, (ii) Liabilities current liabilities incurred in the ordinary course of the Business and consistent with past practice business since the Balance Sheet Date or which are included in the Closing Date Working CapitalJanuary 1, or 2012, (iii) Liabilities specifically contemplated by this Agreement liabilities or obligations set forth on Disclosure Schedule 3.5(b), and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, reasonably be expected to be incurred in connection with the transactions contemplated hereby. For the avoidance of doubt, this Section 3.6(b) does not address any matters that are addressed by the specific language (as opposed to the topic matter) of the other representations contained elsewhere in this ARTICLE IIIhave a Contributed Entity Material Adverse Effect.

Financial Information; Undisclosed Liabilities. (a) The internally prepared Company has previously made available to Buyer (i) the unaudited balance sheets sheet of the Business Company as at September 26, 2008 and of December 31, 2008 2017 and the related statements of income operation, convertible preferred stock and stockholders’ equity and cash flows for the fiscal year then ended (subject to normal year-end adjustments, which are not expected to be material, and the omission of footnotes to the financial statements) (December 31, 2008 being referred to herein 2017 and (ii) the unaudited balance sheet of the Company as of July 31, 2018 (the “Most Recent Balance Sheet,” and such date, the “Most Recent Balance Sheet Date”) and the related statements of operation, convertible preferred stock and stockholders’ equity and cash flows for the eight-month period then ended (the internally prepared balance sheet of the Business at the Balance Sheet Date is hereinafter referred to as items in clauses (i) and (ii), collectively, the “Balance SheetCompany Financial Statements”), . The Company Financial Statements are included as Schedule 3.6(a) of based on the Seller Disclosure Letter books and were extracted from the accounting records of the Business provided to Seller by Tyco. The Balance Sheet and related statements of income are consistent with the Books and Records Company and present fairly, in all material respects, the current assets and current Liabilities consolidated financial position of the Business Company (consolidated with its Subsidiaries, as applicable) as of the Balance Sheet Date respective dates thereof, and the results of operations operations, convertible preferred stock and stockholders’ equity and cash flows of the Business Company (consolidated with its Subsidiaries, as applicable) for the * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. respective periods or as of the respective dates set forth therein, and up are prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject to such dateyear-end adjustments and the absence of notes. (b) Except as set forth on Schedule 3.6(bin Section 4.5(b) of the Seller Disclosure LetterSchedule or as reflected in the Most Recent Balance Sheet, the Business does Company and its Subsidiaries do not have any Liabilities material liabilities or obligations (whether absolute, accrued, absolutecontingent, contingent matured, or otherwise) required , and whether due or to be set forth on a consolidated balance sheet prepared in accordance with GAAP (or in the notes theretobecome due), except for liabilities and obligations (i) those Liabilities reflected on the Balance Sheet, (ii) Liabilities incurred in the ordinary course of the Business and business consistent with past practice since the Most Recent Balance Sheet Date Date, (ii) which would not be required to be recorded in an audited consolidated balance sheet of the Company and its Subsidiaries (or which are included disclosed in the Closing Date Working Capitalnotes thereto) that is prepared in accordance with GAAP, or (iii) Liabilities specifically contemplated by this Agreement to be incurred that constitute Transaction Expenses or (iv) which are disclosed in connection with the transactions contemplated hereby. For the avoidance of doubt, this Section 3.6(b) does not address any matters that are addressed by the specific language (as opposed to the topic matter) section of the other representations contained elsewhere in this ARTICLE IIIDisclosure Schedule.