Common use of Financial Representations Clause in Contracts

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco dated on or before December 31, 2006 (the “Priveco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco dated on or for any interim period ended no later than 35 days before December 31, 2006 the Closing Date (the “Priveco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years years, including operations of Harbin Sanye Wind Energy Technology Co., Ltd., plus any consolidated unaudited balance sheets for Priveco dated on or before December 31May 12, 2006 2008 (the “Priveco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before within sixty five ( ) days following the Closing Date: (a) are shall be in accordance with the books and records of Priveco; (b) shall present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) shall have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco dated on or before December March 31, 2006 2007 (the “Priveco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated audited balance sheets sheet for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco dated on or before December year ended July 31, 2006 2009, (the “Priveco Accounting Date”"PRIVECO ACCOUNTING DATE"), together with related statements of income, cash flows, and changes in shareholder’s 's equity for such fiscal years and interim period year then ended (collectively, the “Priveco Financial Statements”"PRIVECO FINANCIAL STATEMENTS") to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated audited balance sheets for Priveco SureQuestTX and the Consolidated Financial Statements for SureQuest for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco dated on or before December 31, 2006 year (the “Priveco SureQuestTX Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Priveco SureQuestTX Financial Statements”) to be supplied on or before the Closing DateDate will be: (aA) are in accordance with the books and records of Priveco;SureQuestTX and SureQuest; and (bB) present fairly the financial condition of Priveco SureQuestTX and SureQuest as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco SureQuestTX has not received any advice or notification from its independent certified public accountants that Priveco SureQuestTX has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco SureQuestTX Financial Statements or the books and records of PrivecoSureQuestTX, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco SureQuestTX accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of PrivecoSureQuestTX. Priveco SureQuestTX has not engaged in any transaction, maintained any bank account, or used any funds of PrivecoSureQuestTX, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of PrivecoSureQuestTX.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco dated on or before December 31, 2006 (the “Priveco Accounting Date”), together with related statements of income, cash flows, flows and changes in shareholder’s equity for such fiscal years and interim period periods then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, revenues or expenses. The books, records, records and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, assets and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, account or used any funds of Priveco, Priveco except for transactions, bank accounts, accounts and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco dated on or before December 31, 2006 (the “Priveco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco dated on or before as of December 31, 2006 2008 and December 31, 2007 (the “Priveco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco;; {WLMLAW W0013824.DOC} (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco dated on or before the period from inception to December 31, 2006 2011 (the “Priveco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco dated on or before December 31September 30, 2006 2007 (the “Priveco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco dated on or before December 31, 2006 (the “Priveco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years plus any consolidated ended April 30, 2008 and April 30, 2009 and the unaudited interim balance sheets sheet for Priveco dated on or before December the nine month period ended January 31, 2006 2010 (the “Priveco Accounting Date”), together with related statements of incomeoperations, statements of cash flows, statements of shareholder’s equity, and notes to financial statements for the fiscal years ended April 30, 2008 and April 30, 2009 and related statements of operations, statements of cash flows, and changes in shareholder’s equity notes to financial statements for such fiscal years and the nine month interim period then ended January 31, 2010 (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAPGAAP by management and audited and reviewed by a PCAOB registered independent accounting firm. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco dated on or before December 31, 2006 2007 (the “Priveco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with Canadian GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco dated on or before December August 31, 2006 2007 (the “Priveco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated Priveco has provided audited financial statements which are true, correct, and complete copies of its audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco sheet dated on or before December 31as of September 30, 2006 2012 (the “Priveco Accounting Date”), together with related statements of incomeoperations, balance sheets, cash flows, and changes in shareholder’s equity and footnotes for such the fiscal years and interim period then year ended September 30, 2012, (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date). The Priveco Financial Statements: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of PrivecoPubco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco dated on or before December 31June 30, 2006 2011 (the “"Priveco Accounting Date”"), together with related statements of income, cash flows, and changes in shareholder’s 's equity for such fiscal years and interim period then ended (collectively, the “"Priveco Financial Statements”") to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco. Priveco and Pubco acknowledge and agree that Pubco shall bear the costs of the preparation and audit of the Priveco Financial Statements.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two the fiscal years year ended July 31, 2009 plus any consolidated unaudited balance sheets for Priveco dated on or for any interim period ended no later than 35 days before December 31, 2006 the Closing Date (the “Priveco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years year and interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, assets and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The Schedule 4 hereto contains true, correct, and complete copies of the consolidated audited balance sheets sheet for Priveco for its last two fiscal years plus any dated as of September 10, 2007 and a consolidated unaudited balance sheets sheet for Priveco dated on or before December 31as of September 10, 2006 2007 (the “Priveco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date). The Priveco Financial Statements: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco dated on or before December August 31, 2006 2009 (the “Priveco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco dated on or before December for the period ended March 31, 2006 2010 (the “Priveco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The Schedule 4.11 hereto contains true, correct, and complete copies of the consolidated audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets sheet for Priveco dated on or before as of December 31, 2006 2009 (the “Priveco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date). The Priveco Financial Statements: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAPGAAP by an audit firm duly registered with the Public Company Accounting Oversight Board. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used or is using any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two the fiscal years year ended March 31, 2009 plus any consolidated unaudited balance sheets for Priveco dated on or before for December 31, 2006 2009 (the “"Priveco Accounting Date”"), together with related statements of income, cash flows, and changes in shareholder’s 's equity for such fiscal years and interim period then ended (collectively, the “"Priveco Financial Statements”") to be supplied by the Vendor to the Purchaser on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with US GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilitiesliabilities, revenues, revenues or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, assets and Liabilities liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, accounts and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco dated on or before December for the period ended March 31, 2006 2011 (the “Priveco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated Acquirer has provided true, correct, and complete copies of audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco Acquirer dated on or before December as of March 31, 2006 2012 (the “Priveco "Acquirer Accounting Date”"), together with related statements of income, cash flows, and changes in shareholder’s 's equity for such the fiscal years year and interim period then ended (collectively, the “Priveco "Acquirer Financial Statements”) to be supplied on or before the Closing Date"). The Acquirer Financial Statements: (a) are in accordance with the books and records of PrivecoAcquirer; (b) present fairly the financial condition of Priveco Acquirer as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco Acquirer has not received any advice or notification from its independent certified public accountants that Priveco Acquirer has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Acquirer Financial Statements or the books and records of PrivecoAcquirer, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco Acquirer accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of PrivecoAcquirer. Priveco Acquirer has not engaged in any transaction, maintained any bank account, or used any funds of PrivecoAcquirer, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of PrivecoAcquirer.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal the years plus any consolidated unaudited balance sheets for Priveco dated on or before December 31ended June 30, 2006 2008 and June 30, 2009 (the “Priveco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco dated from incorporation on or before December April 5, 2011 to March 31, 2006 2012 (the “"Priveco Accounting Date”"), together with related statements of income, cash flows, and changes in shareholder’s 's equity for such fiscal years and interim period then ended (collectively, the “"Priveco Financial Statements”") to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated Included with the IBS SEC Documents are true, correct, and complete copies of audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco IBS dated on or before December as of March 31, 2006 2005 (the “Priveco IBS Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such the fiscal years and interim period year then ended and the six month financial statements for the quarter ended September 30, 2005 (collectively, the “Priveco IBS Financial Statements”) to be supplied on or before the Closing Date). The IBS Financial Statements: (a) are in accordance with the books and records of PrivecoIBS; (b) present fairly the financial condition of Priveco IBS as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco IBS has not received any advice or notification from its independent certified public accountants that Priveco IBS has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco IBS Financial Statements or the books and records of PrivecoIBS, any properties, assets, Liabilitiesliabilities, revenues, or expenses. The books, records, and accounts of Priveco IBS accurately and fairly reflect, in reasonable detail, the assets, and Liabilities liabilities of PrivecoIBS. Priveco IBS has not engaged in any transaction, maintained any bank account, or used any funds of PrivecoIBS, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of PrivecoIBS.

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco dated on or before ended December 31, 2006 2007 and the interim period ended September 30, 2008 (the “Priveco Accounting Date”), ) together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and the interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

Financial Representations. The consolidated Priveco has provided audited financial statements which are true, correct, and complete copies of its audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco sheet dated on or before as of December 31, 2006 2012 (the “Priveco Accounting Date”), together with related statements of incomeoperations, balance sheets, cash flows, and changes in shareholder’s equity and footnotes for such the fiscal years and interim period then year ended December 31, 2012, (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date). The Priveco Financial Statements: (a) are in accordance with the books and records of Priveco; (b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of PrivecoPubco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.