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

Financial Statements; Absence of Liabilities. Included as Schedule 4.04 are true and complete copies of the consolidated 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”). 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, in accordance with GAAP, the assets, liabilities and financial position, the results of operations and cash flows of Company as of the dates and for the years and periods indicated. Except as reflected in the Company Financials, none of the Entities has any material Liabilities that would be required by GAAP to be disclosed on a consolidated balance sheet of Company, other than (i) Liabilities disclosed on the schedules to this Agreement; and (ii) Liabilities incurred in the Ordinary Course of Business since the date of the Recent Balance Sheet.

Financial Statements; Absence of Liabilities. Included as Schedule 4.04 are true and complete copies The Company has previously made available to Buyer (a) the unaudited consolidated statement of the consolidated financial statements of the telecommunications business position of the Company consisting (which for the avoidance of doubt shall not include the financial information of HKE Group) as of March 31, 2019 (isuch date, the “Balance Sheet Date”) audited and the unaudited consolidated balance sheets statement of the telecommunications business profit and loss of the Company for the twelve month period ended March 31, 2019 (such unaudited consolidated statement of financial position of the Company and statement of profit and loss of the Company, the “Company Financial Information”) and (b) the unaudited consolidated statements of financial position of the Business as of December 25March 31, 2005 2016, March 31, 2017 and December 26March 31, 20042018, and the related statements unaudited consolidated statement of income profit and cash flows loss of such Business for the respective fiscal 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 FinancialsBusiness Financial Information”). With respect to The Company Financial Information and the Business Financial Information fairly present in all material respects 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 position 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, in accordance with GAAP, the assets, liabilities and financial position, the results of operations and cash flows operations, as the case may be, of the Company as of the dates and for the years periods set forth therein (subject to the absence of financial statement footnotes) and periods indicatedhave in all material respects been prepared in accordance with IFRS, applied on a consistent basis. Except for (w) liabilities identified as such in the “liabilities” column of the Company Financial Information or the Business Financial Information, (x) liabilities incurred by any of the Group Companies in the ordinary course of business consistent with past practice since the Balance Sheet Date, (y) liabilities for performance of obligations pursuant to contracts of any Group Company, and (z) liabilities permitted under, contemplated by or to be incurred in connection with this Agreement or the other Transaction Documents, the Group Companies do not have any liability of any nature that would, individually or in the aggregate, have or be reasonably expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, none of the Group Companies will incur or suffer any liability or be required to make any payments to any Person, whether by operation of law or otherwise, with respect to the video and communications business previously or currently conducted by Hitachi Kokusai or any of its former or current Affiliates. All accounts receivable and other receivables of the Group Companies reflected in the Company Financials, none Financial Information or the Business Financial Information that remain outstanding as of the Entities has any material Liabilities that would be required by GAAP to be disclosed on a consolidated balance sheet of Company, other than (i) Liabilities disclosed on the schedules to this Agreement; and (ii) Liabilities incurred in the Ordinary Course of Business since the date of this Agreement and are not collected prior to the Recent Balance SheetClosing are (1) valid and enforceable claims, and (2) fully collectible in the ordinary course of business consistent with past practice, subject to any reserve reflected in the Company Financial Information or Business Financial Information. All inventory reflected in the Company Financial Information or the Business Financial Information which is obsolete and/or of below standard quality has been written down to the net realizable value in such Company Financial Information and/or Business Financial Information, as applicable, or adequate reserves have been provided therefor in such Company Financial Information and/or Business Financial Information, as applicable. No customer of any Group Company is entitled to any rebates, discounts or similar provisions with respect to any products or services of the Group Companies which amount in the aggregate to a rebate, discount or similar effect of more than the percentage set forth in Section 4.08 of the Company Disclosure Schedule off the list price of such products or services. As of March 31, 2019, the replacement costs of heating systems that were delivered to the customer listed in Section 4.08 of the Company Disclosure Schedule from April 2016 to March 2017 were estimated to be the amount set forth in Section 4.08 of the Company Disclosure Schedule.

Financial Statements; Absence of Liabilities. Included as Schedule 4.04 are true On or before the date hereof, Company has furnished to Purchaser a complete and complete copies correct copy of the consolidated financial statements balance sheet of Company (the telecommunications business of the Company consisting of (i"Audited Balance Sheet") audited consolidated balance sheets of the telecommunications business of the Company as of December 25April 30, 2005 and December 26, 20041999 (the "Audited Balance Sheet Date"), and the related statements of income operations and cash flows of changes in financial position for the years 12 months then ended (including collectively, the notes contained therein or annexed thereto"Audited Financial Statements"), which financial statements have been reported on, a complete and are accompanied by, correct copy of 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 Company (the Company "Unaudited Balance Sheet") as of September 24October 31, 2006 1999 (the “Recent "Unaudited Balance Sheet”Sheet Date"), and the related unaudited consolidated statements of income operations and cash flows of changes in financial position for the nine six months then ended and for the corresponding period of the prior year ended, (collectively, the “Company Financials”"Unaudited Financial Statements"). With respect (The Audited Financial Statements and the Unaudited Financial Statements are collectively referred to herein as the financial statements of the Company that "Financial Statements"). The Financial Statements 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 accuratecorrect, 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 are in accordance with the books and records of Company, and present fairly present, in accordance with GAAP, the assets, liabilities financial condition and financial position, the results of operations and cash flows of Company Company, as of the dates and for the years and periods indicated, and the Audited Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in all material respects. Except as reflected Company did not have, at the Unaudited Balance Sheet Date, any liabilities of any type which in the aggregate exceeded $25,000, whether absolute or contingent, which were not fully reflected on the Unaudited Balance Sheet, and, since the Unaudited Balance Sheet Date, (x) no material change to Company's net worth has occurred and (y) Company Financialshas not incurred or otherwise become subject to any such liabilities or obligations except in the ordinary course of business, none incurred in connection with acquisitions publicly disclosed, or in connection with and as disclosed in this Agreement. Attached as EXHIBIT 3.9 is certain financial and operating information relating to DCI that was provided by the Company to the Purchaser; provided, however, that no representation in this Section 3.9 is made as to the accuracy of any projections, pro formas or forecasts. The projections, pro formas and forecasts delivered to the Purchaser by the Company were prepared in good faith on the basis of the Entities has any material Liabilities that would be required by GAAP to be disclosed on a consolidated balance sheet assumptions stated therein, which assumptions were fair in light of Company, other than (i) Liabilities disclosed on conditions existing at the schedules to this Agreement; and (ii) Liabilities incurred in the Ordinary Course time of Business since the date of the Recent Balance Sheetdelivery.

Financial Statements; Absence of Liabilities. Included as Schedule 4.04 are true and complete copies of the consolidated financial statements of the telecommunications business (a) Section 2.5 of the Company consisting Disclosure Schedule sets forth true and correct copies of (ia) the audited consolidated balance sheets of the telecommunications business of the Company and its Subsidiaries as of December 2531, 2005 2008 (the “Company Balance Sheet”) and December 26, 20042007, and the related audited consolidated statements of income income, consolidated statements of stockholder’s equity and consolidated statements of cash flows of the Company and its Subsidiaries for the fiscal years then ended (including the notes contained therein or annexed thereto)December 31, which financial statements have been reported on, 2008 and are accompanied by, the signed, unqualified opinions of Ernst & Young LLP, independent auditors for Company for such years2007, and (iib) an the unaudited consolidated balance sheet of the telecommunications business of the Company and its Subsidiaries as of September 24November 30, 2006 2009 (the “Recent Unaudited Company Balance Sheet”), and the related unaudited consolidated statements statement of income of the Company and cash flows its Subsidiaries for the nine months then eleven-month period ended November 30, 2009 (the financial statements described in clauses (a) and for the corresponding period of the prior year (collectivelyb) being, the “Company FinancialsFinancial Statements”). With respect to The Company Balance Sheet and the Unaudited Company Balance Sheet fairly present in all material respects the financial statements position of the Company that are contemplated and its Subsidiaries as of the dates thereof, and the other Company Financial Statements (including the related notes thereto, where applicable) present fairly in clause (i) all material respects the results of this Section 4.04, the parties hereby agree that such financial statements have been prepared by Company solely for purposes operations and cash flows 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 and its Subsidiaries for the transactions contemplated hereby. All of such financial statements (including all notes and schedules contained respective fiscal periods therein or annexed thereto) are trueset forth, complete and accurate, have been prepared in each case in accordance with GAAP (exceptGAAP, subject, in the case of the unaudited statements, for financial statements to normal year-end adjustments (none of which will be material) and the absence of footnote disclosure) notes, consistently applied on a consistent basis, have been prepared in accordance with the books and records of Company, and fairly present, in accordance with GAAP, the assets, liabilities and financial position, the results of operations and cash flows of Company (except as of the dates and for the years and periods indicated. Except as reflected indicated in the Company Financials, none of the Entities has any material Liabilities that would be required by GAAP to be disclosed on a consolidated balance sheet of Company, other than (i) Liabilities disclosed on the schedules to this Agreement; and (ii) Liabilities incurred in the Ordinary Course of Business since the date of the Recent Balance Sheetrelated notes thereto).

Financial Statements; Absence of Liabilities. Included Attached as Schedule 4.04 Exhibit 2.7 hereto are true and complete correct copies of the consolidated financial statements of the telecommunications business of the Company consisting of (i) the audited consolidated balance sheets of the telecommunications business of the Company as of December 2531, 2005 2000 and 2001, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years ended December 2631, 20042000 and 2001, in each case accompanied by the audit report of the Company's Accountant, with respect to the Company and (ii) the unaudited balance sheets of the Company as of March 31, 2001 and 2002, and the related statements of income income, changes in shareholders' equity and cash flows for the years then three month periods ended March 31, 2001 and 2002, with respect to the Company (the financial statements referred to above being referred to as the "Company Financial Statements" and the balance sheet as of December 31, 2001 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including the notes contained therein or annexed thereto)related notes, which where applicable) present fairly in all material respects the 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 position of the Company as of September 24, 2006 (the “Recent Balance Sheet”)dates thereof, and the other financial statements referred to in this Section 2.7 (including the related unaudited consolidated statements notes thereto, where applicable) present fairly in all material respects the results of income the Company's operations and cash flows for the nine months then ended and for the corresponding period of respective fiscal periods therein set forth (subject to normal year-end audit adjustments in amounts consistent with the prior year in the case of unaudited statements), in each case in accordance with GAAP consistently applied (collectively, except as indicated in the “Company Financials”related notes thereto). With respect to ; each of the financial statements of the Company that are contemplated referred to in clause (i) of this Section 4.042.7 (including the related notes, the parties hereby agree that such financial statements have been prepared by Company solely for purposes of filing a registration statement on Form 10 where applicable) complies in all material respects with the Securities GAAP; 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 each of such financial statements (including all notes and schedules contained therein or annexed theretothe related notes, where applicable) are true, complete and accurate, have has been prepared in all material respects in accordance with GAAP (except, in consistently applied during the case of unaudited statements, for the absence of footnote disclosure) applied on a periods involved and consistent basis, have been prepared in accordance with the books and records of the Company, and fairly present, in accordance with GAAP, the assets, liabilities and financial position, the results of operations and cash flows of Company as of the dates and for the years and periods indicated. Except as reflected in the Company Financials, none of the Entities has any material Liabilities that would be required by GAAP to be disclosed on a consolidated balance sheet of Company, other than for (i) Liabilities disclosed those liabilities that are fully reflected or reserved against on the schedules to this Agreement; Company Balance Sheet or fully disclosed in the related notes thereto and (ii) Liabilities liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice since the date of the Recent Company Balance SheetSheet and which are not material, individually or in the aggregate, the Company does not have any liabilities or obligations of any nature, whether absolute, accrued, contingent or other and whether due or to become due, which would be required to be shown or reserved against on a balance sheet (or described in the notes thereto) prepared in accordance with GAAP. The books and records of the Company have been maintained in accordance with good business practices and all Applicable Laws and reflect only actual transactions.