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

Financial Statements; Absence of Undisclosed Liabilities. (a) Seller has made available to Buyer copies of the following financial statements, in each case together with the exhibits, schedules and notes thereto (collectively, the “GAAP Financial Statements”): (i) the audited financial statements (consisting of a balance sheet, statement of operations and member’s equity, and statement of cash flows), including the related footnotes, as of and for the year ended December 31, 2018, 2017 and 2016 of GBIG, LLC and (ii) the unaudited financial statements (consisting of a balance sheet, statement of operations and member’s equity, and statement of cash flows) as of and for the calendar quarter March 31, 2019 of GBIG, LLC (the “Interim Financial Statements”). The GAAP Financial Statements have been prepared in all material respects in accordance with GAAP applied consistently throughout the periods involved (except as described in the notes thereto), and present fairly, in all material respects, the financial position and results of operations of GBIG, LLC as of their respective dates and for the respective periods covered thereby in accordance with GAAP; provided, that the Interim Financial Statements (A) are subject to normal year-end adjustments that are not material, individually or in the aggregate, and (B) do not include footnotes.

Financial Statements; Absence of Undisclosed Liabilities. (a) Seller has made available to Buyer copies Attached hereto as Schedule 7.5(a) is a correct and complete copy of the following financial statements, in each case together with the exhibits, schedules and notes thereto (collectively, the “GAAP Financial Statements”): (i) the audited financial statements unaudited consolidated balance sheet (consisting including any related notes thereto) of a balance sheetthe Company and its Subsidiaries as at December 31 in each of the years 2017, 2018 and 2019, together with the unaudited consolidated statement of operations and member’s equity, and statement of cash flows), including the related footnotes, as of and flows for the year ended Company and its Subsidiaries as at December 3131 in each of the years 2017, 2018, 2017 2018 and 2016 of GBIG, LLC 2019 and (ii) an unaudited balance sheet of the Company and its Subsidiaries as of February 29, 2020 (the “Latest Balance Sheet Date”), together with the unaudited financial statements (consisting of a balance sheet, statement of operations and member’s equity, and statement of cash flows) as of and flows for the calendar quarter March 31, 2019 of GBIG, LLC two (2) months then ended (the financial statements referred to in clauses (i) and (ii), being the “Interim Financial Statements”). The GAAP Financial Statements have been were prepared in all material respects in accordance with GAAP applied consistently on a consistent basis throughout the periods involved (except as described indicated in the notes thereto), and present fairly, each fairly presents in all material respects, respects the financial position of the Company and results of operations of GBIG, LLC as of their its Subsidiaries at the respective dates and the results of their operations and cash flows for the respective periods covered thereby indicated, except as otherwise set forth in accordance with GAAP; providedthe notes thereto and, that in the Interim Financial Statements (A) are subject to normal case of interim statements, for ordinary course, year-end audit adjustments that are not materialnot, individually or in the aggregate, and (B) do not include footnotesmaterial.

Financial Statements; Absence of Undisclosed Liabilities. (a) Seller The Issuer has made available provided to the Buyer true, complete and correct copies of the following financial statements, in each case together with the exhibits, schedules and notes thereto (collectively, the “GAAP Financial Statements”): (i) the audited consolidated financial statements (consisting of a balance sheet, income statement of operations and member’s equity, and statement of cash flows), including the related footnotes, as of and for the year ended December 31, 2018, 2017 and 2016 2018 (the “Audited Financial Statements”) of GBIG, LLC the Group Companies and (ii) the unaudited financial statements (consisting of a balance sheet, income statement of operations and member’s equity, and statement of cash flows) ), including the related footnotes, as of and for the calendar quarter ended March 31, 2019 2020 of GBIG, LLC the Group Companies (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “GAAP Financial Statements”). The GAAP Financial Statements (A) have been prepared in all material respects in accordance with GAAP applied consistently throughout the periods involved (except as described in the notes thereto), ) and (B) present fairly, in all material respects, the financial position and results of operations of GBIG, LLC the Group Companies as of their respective dates and for the respective periods covered thereby in accordance with GAAP; provided, provided that the Interim Financial Statements (A1) are subject to normal year-end adjustments that are not material, individually or in the aggregate, and (B2) do not include footnotesfootnotes that, if presented, would differ materially from those footnotes presented in the Audited Financial Statements.