Common use of Financial Statements; Absence of Liabilities Clause in Contracts

Financial Statements; Absence of Liabilities. (a) Section 2.08(a) of the Parent Disclosure Letter sets forth true and correct copies of the Unaudited Financial Statements. The Unaudited Financial Statements have been prepared in accordance with GAAP and fairly present in all material respects the financial position, results of operations and cash flows of the Business as of and for the periods indicated therein, except as may be indicated in the notes thereto or, in the case of interim financial statements, for the absence of footnotes and for normal year-end adjustments, subject in each case to the Unaudited Financial Statements being prepared and presented on a “carve-out” basis from the consolidated financial statements of Parent. The Audited Financial Statements shall, when delivered pursuant to Section 5.22, be prepared in accordance with GAAP and fairly present in all material respects the financial position, results of operations and cash flows of the Business as of and for the periods indicated therein, except as may be indicated in the notes thereto or, in the case of interim financial statements, for the absence of footnotes and for normal year-end adjustments, subject in each case to the Audited Financial Statements being prepared and presented on a “carve-out” basis from the consolidated financial statements of Parent. (b) The Business Companies and the Business are not subject to any liabilities or obligations of any nature, whether accrued, absolute, determined, determinable, matured or unmatured, fixed or contingent or otherwise, except for those liabilities and obligations (i) disclosed, reflected or reserved against or provided for in the Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since June 30, 2021, (iii) as contemplated by this Agreement, the other Transaction Documents or otherwise incurred in connection with the Transactions, (iv) as would be incurred by the Business Companies pursuant to the Internal Reorganization, (v) that are for executory obligations for performance, but not breach, under Contracts made available to Buyer, (vi) as relate to Taxes incurred in the ordinary course of business since the date covered by the applicable Financial Statements or (vii) that would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole. The Business Companies have no indebtedness for borrowed money, no Business Company is a guarantor with respect to any such indebtedness of any other Person and the assets and properties of the Business Companies are not subject to any Liens with respect to any such indebtedness. (c) None of Parent, any Seller or any Business Company or, to the Knowledge of Parent, any employee of the foregoing or any of the foregoing’s independent auditors has identified or been made aware of (i) any fraud that involves the management or other employees of Parent or its Subsidiaries who have a role in the preparation of financial statements or the internal accounting controls utilized by the Business Companies or the Business or (ii) any claim or allegation regarding the foregoing.

Financial Statements; Absence of Liabilities. (a) Section 2.08(a) of the Parent Disclosure Letter sets forth Included as Schedule 4.04 are true and correct complete copies of the Unaudited Financial Statementsconsolidated financial statements of the telecommunications business of the Company consisting of (i) audited consolidated balance sheets of the telecommunications business of the Company as of December 25, 2005 and December 26, 2004, and the related statements of income and cash flows for the years then ended (including the notes contained therein or annexed thereto), which financial statements have been reported on, and are accompanied by, the signed, unqualified opinions of Ernst & Young LLP, independent auditors for Company for such years, and (ii) an unaudited consolidated balance sheet of the telecommunications business of the Company as of September 24, 2006 (the “Recent Balance Sheet”), and the related unaudited consolidated statements of income and cash flows for the nine months then ended and for the corresponding period of the prior year (collectively, the “Company Financials”). The Unaudited Financial Statements With respect to the financial statements of the Company that are contemplated in clause (i) of this Section 4.04, the parties hereby agree that such financial statements have been prepared by Company solely for purposes of filing a registration statement on Form 10 with the Securities and Exchange Commission and do not necessarily represent the assets and liabilities that will remain with the Company following consummation of the transactions contemplated hereby. All of such financial statements (including all notes and schedules contained therein or annexed thereto) are true, complete and accurate, have been prepared in accordance with GAAP (except, in the case of unaudited statements, for the absence of footnote disclosure) applied on a consistent basis, have been prepared in accordance with the books and records of Company, and fairly present present, in all material respects accordance with GAAP, the assets, liabilities and financial position, the results of operations and cash flows of the Business Company as of the dates and for the years and periods indicated therein, except indicated. Except as may be indicated reflected in the notes thereto orCompany Financials, in none of the case of interim financial statements, for the absence of footnotes and for normal year-end adjustments, subject in each case Entities has any material Liabilities that would be required by GAAP to the Unaudited Financial Statements being prepared and presented be disclosed on a “carve-out” basis from the consolidated financial statements balance sheet of Parent. The Audited Financial Statements shallCompany, when delivered pursuant to Section 5.22, be prepared in accordance with GAAP and fairly present in all material respects the financial position, results of operations and cash flows of the Business as of and for the periods indicated therein, except as may be indicated in the notes thereto or, in the case of interim financial statements, for the absence of footnotes and for normal year-end adjustments, subject in each case to the Audited Financial Statements being prepared and presented on a “carve-out” basis from the consolidated financial statements of Parent. (b) The Business Companies and the Business are not subject to any liabilities or obligations of any nature, whether accrued, absolute, determined, determinable, matured or unmatured, fixed or contingent or otherwise, except for those liabilities and obligations other than (i) disclosed, reflected or reserved against or provided for in Liabilities disclosed on the Financial Statements, schedules to this Agreement; and (ii) Liabilities incurred in the ordinary course Ordinary Course of business consistent with past practice since June 30, 2021, (iii) as contemplated by this Agreement, the other Transaction Documents or otherwise incurred in connection with the Transactions, (iv) as would be incurred by the Business Companies pursuant to the Internal Reorganization, (v) that are for executory obligations for performance, but not breach, under Contracts made available to Buyer, (vi) as relate to Taxes incurred in the ordinary course of business since the date covered by the applicable Financial Statements or (vii) that would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole. The Business Companies have no indebtedness for borrowed money, no Business Company is a guarantor with respect to any such indebtedness of any other Person and the assets and properties of the Business Companies are not subject to any Liens with respect to any such indebtednessRecent Balance Sheet. (c) None of Parent, any Seller or any Business Company or, to the Knowledge of Parent, any employee of the foregoing or any of the foregoing’s independent auditors has identified or been made aware of (i) any fraud that involves the management or other employees of Parent or its Subsidiaries who have a role in the preparation of financial statements or the internal accounting controls utilized by the Business Companies or the Business or (ii) any claim or allegation regarding the foregoing.

Financial Statements; Absence of Liabilities. (a) Section 2.08(a) On or before the date hereof, Company has furnished to Purchaser a complete and correct copy of the Parent Disclosure Letter sets forth true balance sheet of Company (the "Audited Balance Sheet") as of April 30, 1999 (the "Audited Balance Sheet Date"), and the related statements of operations and of changes in financial position for the 12 months then ended (collectively, the "Audited Financial Statements"), a complete and correct copies copy of the balance sheet of the Company (the "Unaudited Balance Sheet") as of October 31, 1999 (the "Unaudited Balance Sheet Date"), and the related unaudited statements of operations and of changes in financial position for the six months then ended, (collectively, the "Unaudited Financial Statements"). (The Audited Financial Statements and the Unaudited Financial Statements are collectively referred to herein as the "Financial Statements"). The Unaudited Financial Statements are complete and correct, are in accordance with the books and records of Company, and present fairly the financial condition and results of operations of Company, as of the dates and for the periods indicated, and the Audited Financial Statements have been prepared in accordance with GAAP and fairly present generally accepted accounting principles ("GAAP") in all material respects respects. Company did not have, at the financial positionUnaudited Balance Sheet Date, results any liabilities of operations and cash flows of the Business as of and for the periods indicated therein, except as may be indicated any type which in the notes thereto oraggregate exceeded $25,000, in the case of interim financial statementswhether absolute or contingent, for the absence of footnotes and for normal year-end adjustments, subject in each case to which were not fully reflected on the Unaudited Financial Statements being prepared Balance Sheet, and, since the Unaudited Balance Sheet Date, (x) no material change to Company's net worth has occurred and presented on a “carve-out” basis from the consolidated financial statements of Parent. The Audited Financial Statements shall, when delivered pursuant to Section 5.22, be prepared in accordance with GAAP and fairly present in all material respects the financial position, results of operations and cash flows of the Business as of and for the periods indicated therein, except as may be indicated in the notes thereto or, in the case of interim financial statements, for the absence of footnotes and for normal year-end adjustments, subject in each case to the Audited Financial Statements being prepared and presented on a “carve-out” basis from the consolidated financial statements of Parent. (by) The Business Companies and the Business are Company has not incurred or otherwise become subject to any such liabilities or obligations of any nature, whether accrued, absolute, determined, determinable, matured or unmatured, fixed or contingent or otherwise, except for those liabilities and obligations (i) disclosed, reflected or reserved against or provided for in the Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since June 30business, 2021, (iii) as contemplated by this Agreement, the other Transaction Documents or otherwise incurred in connection with the Transactionsacquisitions publicly disclosed, (iv) or in connection with and as would be incurred disclosed in this Agreement. Attached as EXHIBIT 3.9 is certain financial and operating information relating to DCI that was provided by the Business Companies pursuant Company to the Internal ReorganizationPurchaser; provided, (v) however, that are for executory obligations for performanceno representation in this Section 3.9 is made as to the accuracy of any projections, but not breachpro formas or forecasts. The projections, under Contracts made available pro formas and forecasts delivered to Buyer, (vi) as relate to Taxes incurred in the ordinary course of business since the date covered Purchaser by the applicable Financial Statements or (vii) that would not, individually or Company were prepared in good faith on the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole. The Business Companies have no indebtedness for borrowed money, no Business Company is a guarantor with respect to any such indebtedness of any other Person and the assets and properties basis of the Business Companies are not subject to any Liens with respect to any such indebtednessassumptions stated therein, which assumptions were fair in light of conditions existing at the time of delivery. (c) None of Parent, any Seller or any Business Company or, to the Knowledge of Parent, any employee of the foregoing or any of the foregoing’s independent auditors has identified or been made aware of (i) any fraud that involves the management or other employees of Parent or its Subsidiaries who have a role in the preparation of financial statements or the internal accounting controls utilized by the Business Companies or the Business or (ii) any claim or allegation regarding the foregoing.

Financial Statements; Absence of Liabilities. (a) Section 2.08(aBuyer has made available to Sellers the following: (i) the audited consolidated balance sheet (including any notes thereto) and related statements of income and cash flows of Buyer for the Parent Disclosure Letter sets forth true and correct copies of fiscal year ended December 31, 2020 (the Unaudited “2020 Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet and related statements of income and cash flows of Buyer and its Affiliates for the seven (7) month period ended July 31, 2021 (the “2021 Interim Financial Statements” and, together with the 2020 Audited Financial Statements the “Financial Statements”). The Unaudited Financial Statements (A) have been (or will be) prepared based on the books and records of Buyer in accordance with GAAP and fairly present all material respects, (B) have been (or will be) prepared in all material respects in accordance with GAAP, and (C) present fairly (or will present fairly), in all material respects in accordance with GAAP, the financial position, condition and results of operations and cash flows operation of Buyer (on a consolidated basis with the business of its Affiliates) as of the Business as of respective dates and for the respective periods indicated thereinpresented, except as may be indicated in the notes thereto orsubject, in the case of interim financial statementsthe 2021 Interim Financial Statements, for the absence of footnotes and for to normal year-end adjustments, subject in each case to the Unaudited Financial Statements being prepared adjustments and presented on a “carve-out” basis from the consolidated financial statements of Parent. The Audited Financial Statements shall, when delivered pursuant to Section 5.22, be prepared in accordance with GAAP and fairly present in all material respects the financial position, results of operations and cash flows of the Business as of and for the periods indicated therein, except as may be indicated in the notes thereto or, in the case of interim financial statements, for the absence of footnotes and for normal year-end adjustments, subject in each case to the Audited Financial Statements being prepared and presented on a “carve-out” basis from the consolidated financial statements of Parentcomplete notes (as applicable). (b) The Business Companies and the Business are not subject to any liabilities or obligations of any nature, whether accrued, absolute, determined, determinable, matured or unmatured, fixed or contingent or otherwise, except for those liabilities and obligations Other than (i) disclosed, reflected or reserved against or provided for as set forth in the Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since June 30, 2021Liabilities for Taxes, (iii) as contemplated by this Agreement, the other Transaction Documents or otherwise incurred in connection with the Transactions, (iv) as would be incurred by the Business Companies pursuant to the Internal Reorganization, (v) that are for executory obligations for performance, but not breach, under Contracts made available to Buyer, (vi) as relate to Taxes Liabilities incurred in the ordinary course of business since the date covered by the applicable Financial Statements or July 31, 2021, (viiiv) Liabilities arising under this Agreement and (v) Liabilities that would not, individually or in the aggregate, not reasonably be expected to be have a material to adverse effect on the Business business, assets, properties, liabilities, results of operations, earnings or to the Business Companiescondition (financial or otherwise) of Buyer, taken there are no Liabilities of Buyer as a whole. The Business Companies have no indebtedness for borrowed money, no Business Company is a guarantor with respect to any such indebtedness of any other Person and the assets and properties of the Business Companies Execution Date that are not subject required to any Liens be reflected on, reserved against or otherwise described in a balance sheet prepared in accordance with respect to any such indebtednessGAAP. (c) None of Parent, any Seller or any Business Company or, to the Knowledge of Parent, any employee of the foregoing or any of the foregoing’s independent auditors has identified or been made aware of (i) any fraud that involves the management or other employees of Parent or its Subsidiaries who have a role in the preparation of financial statements or the internal accounting controls utilized by the Business Companies or the Business or (ii) any claim or allegation regarding the foregoing.

Financial Statements; Absence of Liabilities. (a) Section 2.08(a) of the Parent Disclosure Letter sets forth true and correct copies of the Unaudited Financial Statements. The Unaudited Financial Statements have been prepared in accordance with GAAP and fairly present in all material respects the financial position, results of operations and cash flows of the Business as of and for the periods indicated therein, except as may be indicated in the notes thereto or, in the case of interim financial statements, for the absence of footnotes and for normal year-end adjustments, subject in each case to the Unaudited Financial Statements being prepared and presented on a “carve-out” basis from the consolidated financial statements of Parent. The Audited Financial Statements shall, when delivered pursuant to Section 5.22, be prepared in accordance with GAAP and fairly present in all material respects the financial position, results of operations and cash flows of the Business as of and for the periods indicated therein, except as may be indicated in the notes thereto or, in the case of interim financial statements, for the absence of footnotes and for normal year-end adjustments, subject in each case to the Audited Financial Statements being prepared and presented on a “carve-out” basis from the consolidated financial statements of Parent. (b) The Business Companies and the Business are not subject to any liabilities or obligations of any nature, whether accrued, absolute, determined, determinable, matured or unmatured, fixed or contingent or otherwise, except for those liabilities and obligations (i) disclosed, reflected or reserved against or provided for in the Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since June 30, 2021, (iii) as contemplated by this Agreement, the other Transaction Documents or otherwise incurred in connection with the Transactions, (iv) as would be incurred by the Business Companies pursuant to the Internal Reorganization, (v) as relate to Taxes, (vi) that are for executory obligations for performance, but not breach, under Contracts made available to Buyer, (vi) as relate to Taxes incurred in the ordinary course of business since the date covered by the applicable Financial Statements Buyer or (vii) that would not, individually or in the aggregate, reasonably be expected to be material to the have a Business or to the Business Companies, taken as a wholeMaterial Adverse Effect. The Business Companies have no indebtedness for borrowed money, no Business Company is a guarantor with respect to any such indebtedness of any other Person and the assets and properties of the Business Companies are not subject to any Liens with respect to any such indebtedness. (c) None of Parent, any Seller or Seller, any Business Company or, to the Knowledge of Parent, any employee of the foregoing foregoing, or any of the foregoing’s independent auditors has identified or been made aware of (i) any fraud that involves the management or other employees of Parent or its Subsidiaries who have a role in the preparation of financial statements or the internal accounting controls utilized by the Business Companies or the Business or (ii) as of the date hereof, any claim or allegation regarding the foregoing.