Common use of Financial Information; Undisclosed Liabilities Clause in Contracts

Financial Information; Undisclosed Liabilities. (a) OMS Holdings has provided to OMP a true and complete copy of the unaudited consolidated balance sheet of each DevCo as of December 31, 2020 and December 31, 2019, and the related statements of income for the years ended December 31, 2020 and December 31, 2019 (collectively, the “DevCo Financial Statements”). The DevCo Financial Statements (i) are consistent with the books and records of the applicable DevCo, and (ii) present fairly in all material respects the financial position of the applicable DevCo as of the date thereof. There are no material off balance sheet arrangements of any DevCo, and the DevCo Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods presented. (b) Except as disclosed on Schedule 3.5 hereto, there are no liabilities or obligations of any DevCo of any nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) and, to OMS Holdings’ Knowledge, 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 DevCo Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 2020 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) OMS Holdings has provided to OMP a true and complete copy of the unaudited consolidated balance sheet of each DevCo as of December 31, 2020 2017 and December 31June 30, 20192018, and the related statements statement of income for the years period that began September 25, 2017 and ended December 31, 2020 2017 and December 31for the six months ended June 30, 2019 2018 (collectively, the “DevCo Financial Statements”). The DevCo Financial Statements (i) are consistent with the books and records of the applicable DevCo, and (ii) present fairly in all material respects the financial position of the applicable DevCo as of the date thereof. There are no material off balance sheet arrangements of any DevCo, and the DevCo Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods presented. (b) Except as disclosed on Schedule 3.5 hereto, there are no liabilities or obligations of any DevCo of any nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) and, to OMS Holdings’ Knowledge, 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 DevCo Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31June 30, 2020 2018 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) OMS Holdings SPLC has provided to OMP a true and complete copy of Operating the unaudited audited consolidated balance sheet of each DevCo financial statements as of December 31, 2020 2018 of each of Colonial and December 31, 2019, and the related statements of income for the years ended December 31, 2020 and December 31, 2019 Explorer (collectively, the “DevCo Joint Venture Financial Statements”). The DevCo To the Knowledge of SPLC, the applicable Joint Venture Financial Statements (i) are consistent with the books and records of the applicable DevCo, and (ii) present fairly in all material respects the financial position of the applicable DevCo Colonial and Explorer, respectively, as of the date thereof. There To the Knowledge of SPLC, there are no material off off-balance sheet arrangements of any DevCoeither Colonial or Explorer. To the Knowledge of SPLC, and the DevCo Joint Venture Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods presentedpresented (except as may be indicated in the notes thereto). (b) Except as disclosed set forth on Schedule 3.5 heretoSection 3.5(b) of the Disclosure Letter and to the Knowledge of SPLC, there are no liabilities or obligations of any DevCo either Colonial or Explorer of any nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) and, to OMS Holdings’ Knowledge, 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 DevCo applicable Joint Venture Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 2020 2018, and (iii) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that that, individually and in the aggregate, are not material.