Common use of Financial Statements and Books and Records Clause in Contracts

Financial Statements and Books and Records. (a) True and complete copies of the Audited Financial Statements and the Interim Financial Statements have been delivered by the Company to Purchaser and are attached hereto as Schedule 7.7(a). The Audited Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company; (ii) present fairly the financial condition and results of operations of the Company as of the respective dates thereof or for the respective periods covered thereby; (iii) have been prepared in accordance with Korean GAAP applied on a basis consistent with the past practices of the Company; and (iv) include all adjustments that are necessary for a fair presentation of the consolidated financial condition of the Company and the results of the operations of the Company as of the respective dates thereof or for the respective periods covered thereby; that the Interim Financial Statements are subject to normal year-end adjustments and the absence of notes. (b) The books of account and other financial records of the Company (i) accurately reflect in all material respects items of income and expense and all Assets and Liabilities required to be reflected therein in accordance with Korean GAAP applied on a basis consistent with the past practices of the Company; (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies; and (iii) have been maintained in accordance with good accounting practices in all material respects. (c) There has been no change in Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Financial Statements, other than as set forth in the Financial Statements. Schedule 7.7(c) lists, and the Company has delivered to Parent copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S K promulgated by the SEC) effected by Company since December 31, 2006. Except as set forth in the Financial Statements, there are no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are required to be shown in the Financial Statements in accordance with Korean GAAP. Except as disclosed in the Financial Statements, Company is not a guarantor or indemnitor of any indebtedness of any other Person. (d) Attached as Schedule 7.7(d) is the “Projected Closing Balance Sheet” for the Company based on an assumed Closing Date of April 26, 2007 and reasonable assumptions relating to the operation of the business conducted by the Company between the date of this Agreement and the Closing Date which shall be prepared on a basis consistent with the Audited and Interim Financial Statements, as adjusted pursuant to the Adjusted Korean GAAP.

Financial Statements and Books and Records. (a) True and complete copies of the Audited Financial Statements and the Interim Financial Statements have been delivered by the Company Representor to Purchaser and are attached hereto as Schedule 7.7(a6.7(a). The Audited Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the CompanyCompany and Subsidiaries; (ii) present fairly the financial condition and results of operations of the Company and Subsidiaries as of the respective dates thereof or for the respective periods covered thereby; (iii) have been prepared in accordance with Korean PRC GAAP applied on a basis consistent with the past practices of the CompanyCompany and Subsidiaries; and (iv) include all adjustments that are necessary for a fair presentation of the consolidated financial condition of the Company and Subsidiaries and the results of the operations of the Company and Subsidiaries as of the respective dates thereof or for the respective periods covered thereby; provided, however, that the Interim Financial Statements are subject to normal year-end adjustments and the absence of notes. (b) The books of account and other financial records of the Company and Subsidiaries (i) accurately reflect in all material respects items of income and expense and all Assets and Liabilities required to be reflected therein in accordance with Korean PRC GAAP applied on a basis consistent with the past practices of the CompanyCompany and Subsidiaries; (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies inaccuracies, discrepancies or discrepanciesdeficiencies; and (iii) have been maintained in accordance with good accounting practices in all material respects. (c) There has been no change in Company’s and Subsidiaries’ accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Financial Statements, other than as set forth in the Financial Statements. Schedule 7.7(c6.7(c) lists, and the Company Representor has delivered to Parent copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S S-K promulgated by the SEC) effected by Company and Subsidiaries since December 31, 20062014. Except as set forth in the Financial Statements, there are no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are required to be shown in the Financial Statements in accordance with Korean PRC GAAP. Except as disclosed in the Financial Statements, Company Representor is not a guarantor or indemnitor of any indebtedness of any other Person. (d) Attached as Schedule 7.7(d6.7(d) is the “Projected Closing Balance Sheet” for the Company and Subsidiaries as of June 30, 2015 based on an assumed Closing Date of April 26June 24, 2007 2015, and reasonable assumptions relating to the operation of the business conducted by the Company and Subsidiaries between the date of this Agreement and the Closing Date which shall be prepared on a basis consistent with the Audited Financial Statements and Interim Financial Statements, as adjusted pursuant to the Adjusted Korean GAAP.

Financial Statements and Books and Records. (a) True Such Seller has previously delivered to the Purchaser a copy of its Financial Statements. The 1997 Financial Statements and complete copies the 1996 Financial Statements of such Seller have been audited by the Audited Sellers' Accountants, and the 1997 Tax Basis Financial Statements, the 1996 Tax Basis Financial Statements and the Interim Financial Statements have been delivered compiled by SCW&Co, and each of such Financial Statements are true and accurate in all material respects and present fairly in all material respects the Company financial position and related results of operations and cash flows of such Seller, respectively, as of the times and for the periods referred to Purchaser and are attached hereto therein, on an accrual basis or on an income tax basis, as Schedule 7.7(a). The Audited the case may be, and, in the case of the 1997 Financial Statements, 1996 Financial Statements and the Interim Financial Statements (i) were prepared Statements, in accordance with GAAP (subject, in the books case of account and other unaudited financial records of the Company; (ii) present fairly the financial condition and results of operations of the Company as of the respective dates thereof or for the respective periods covered thereby; (iii) have been prepared in accordance with Korean GAAP applied on a basis consistent with the past practices of the Company; and (iv) include all adjustments that are necessary for a fair presentation of the consolidated financial condition of the Company and the results of the operations of the Company as of the respective dates thereof or for the respective periods covered thereby; that the Interim Financial Statements are subject statements, to normal year-end normal, recurring audit adjustments and the absence of notes. (b) The books of account and other financial records footnotes). Such Seller will, as contemplated by Section 2.06 hereof, deliver to the Purchaser a copy of the Company (i) accurately reflect Closing Period Financial Statements. The Closing Period Financial Statements of such Seller will not be audited but, when delivered pursuant hereto, will have been prepared by SCW&Co on an accrual basis, in a manner consistent with the 1997 Financial Statements of such Seller and will be true and accurate in all material respects items of income and expense and all Assets and Liabilities required to be reflected therein in accordance with Korean GAAP applied on a basis consistent with the past practices of the Company; (ii) are complete and correct will present fairly in all material respectsaspects the financial position and related results of operations and cash flows of such Seller, respectively, as of the times and do not contain or reflect any material inaccuracies or discrepancies; for the periods referred to therein. All of the financial books and records (iiiother than those set forth on Schedule 4.13) of such Seller have been maintained in accordance with good accounting practices made available to the Purchaser and such books and records, on the whole, completely and fairly record in all material respects. (c) There has been no change respects the financial affairs of such Seller which should normally be recorded in Company’s accounting policies or financial books and records. As of the methods dates of making accounting estimates or changes the statements of assets, liabilities and stockholder's equity included in estimates that are material to the such Seller's 1997 Financial Statements, other than as set forth in the Interim Financial Statements. Schedule 7.7(c) lists, Statements and the Company has delivered to Parent copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S K promulgated by the SEC) effected by Company since December 31, 2006. Except as set forth in the Closing Period Financial Statements, there are no liabilitiessuch Seller has not, claims nor will have, any liabilities or obligations of any kind or nature, whether accrued, absolute, fixed or contingent, anticipated material or immaterial, or otherwise, whether due which are not fully reflected or to become duereserved against in such statements of assets, that are required to be shown liabilities and stockholder's equity or which were not incurred in the Financial Statements in accordance with Korean GAAP. Except as disclosed in the Financial Statements, Company is not a guarantor or indemnitor ordinary course of any indebtedness of any other Person. (d) Attached as Schedule 7.7(d) is the “Projected Closing Balance Sheet” for the Company based on an assumed Closing Date of April 26, 2007 and reasonable assumptions relating to the operation of the business conducted by the Company between the date of this Agreement and the Closing Date which shall be prepared on a basis consistent with the Audited past practices and Interim Financial Statements, as adjusted pursuant to the Adjusted Korean GAAPthis Agreement.