Common use of Financial Representations Clause in Contracts

Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years ended December 31, 2009 and December 31, 2008 and the unaudited interim balance sheet for six month period ended June 30, 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 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 Schedule 4 hereto contains true, correct, and complete copies of the unaudited balance sheets sheet for Priveco for its last two fiscal years ended December 31, 2009 and December 31, 2008 and the unaudited interim balance sheet for six nine month period ended June 30and dated as of July 31, 2010 2016 (the “Priveco Accounting Date”), and the audited balance sheet for Priveco for the fiscal year ended October 31, 2015 together with related statements of income, cash flows, and changes in shareholder’s equity for such interim period and 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 by a PCAOB registered independent accounting audit 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 ended December 31, 2009 2008 and December 31, 2008 2009 and the unaudited interim balance sheet for six the three month period ended June 30March 31, 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 by a PCAOB Public Company Accounting Oversight Board (“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 ended the period from December 3110, 2009 and December 31to April 30, 2008 and 2010 as well as the unaudited interim balance sheet for six month period ended June 30October 31, 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 US GAAP 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 Within 30 days of the Closing Date, Priveco shall deliver true, correct, and complete copies of the consolidated audited balance sheets sheet for Priveco for its last two fiscal years ended dated as of December 31, 2009 2016 and a consolidated unaudited balance sheet for Priveco dated as of December 31, 2008 and the unaudited interim balance sheet for six month period ended June 30, 2010 2017 (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 will be: (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 by a PCAOB registered independent accounting firmGAAP. 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 ended dated as of December 31, 2009 2010 and December 31, 2008 and the unaudited interim balance sheet for six month period ended June 30, 2010 2011 (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 year ended December 31, 2011, and interim period then unaudited balance sheet, statement of operations, cash flows and footnotes for the quarter ended March 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 by a PCAOB registered independent accounting firmGAAP. 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 the fiscal years year ended December March 31, 2009 and December 31, 2008 and the plus any unaudited balance sheets for Priveco for any interim balance sheet for six month period ended June 30, 2010 no later than 35 days before 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 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 GAAP by a PCAOB registered independent accounting firmUS 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 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 ended sheet dated as of December 31, 2009 and December 31, 2008 and the unaudited interim balance sheet for six month period ended June 30, 2010 2011 (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 year ended December 31, 2011, and interim period then unaudited balance sheet, statement of operations, cash flows and footnotes for the quarter ended June 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 by a PCAOB registered independent accounting firmGAAP. 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.