Common use of Financial Statements and Liabilities Clause in Contracts

Financial Statements and Liabilities. (a) As of their respective dates, the financial statements of the Company included in the SEC Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (b) The Company and its Subsidiaries have no liability or obligation, absolute or contingent (individually or in the aggregate), including, without limitation, any tax liability due and payable, which is not reflected on the Balance Sheet, other than (i) liabilities and obligations that would not be required to be included since the date of the Balance Sheet reflected on financial statements prepared in accordance with GAAP, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company, or (ii) legal and fundraising costs incurred in connection with the transactions contemplated hereby, or (iii) liabilities that may have arisen in the ordinary course of the Company's business consistent with past practice, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. (c) Subsequent to the date of the financial statements, none of the Company and any of its Subsidiaries has made or changed any election, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax.

Financial Statements and Liabilities. 2.5.1 Attached hereto as Exhibit B are the balance sheets of the Company as of December 31, 1993 and December 31, 1994 and the statements of income and retained earnings of the Company for the fiscal years ending on said dates reviewed by Xxxxxx Stroll, Certified Public Accountant (a) As the "Annual Statements"), and the Balance Sheet of their respective datesthe Company as of June 30, 1995, and the statements of income and retained earnings of the Company for the fiscal period ending on said date compiled by the Company (the "Interim Statements"). The Annual Statements fairly present, in all material respects, the financial statements position of the Company included in as of the SEC Reports complied as to form dates indicated, and the results of operations of the Company for the periods then ended. The Interim Statements fairly present, in all material respects with applicable accounting requirements respects, the financial position of the Company as of the dates indicated and the published rules and regulations results of operations of the SEC Company for the period then ended. The Closing Statements, including but not limited to the Balance Sheet as of the Effective Date included therein, which are to be prepared in accordance with respect thereto. Such Section 1.6 hereof, will fairly present, in all material respects, the financial condition and assets and liabilities of the Company as of the date of said statements and the results of operation of the Company for the period ending on said Date, in accordance with generally accepted accounting principles applied on a consistent basis. 2.5.2 As of the date of this Agreement, the Company is not subject to and does not have (i) any indebtedness, claim, obligation or liability required to be reflected on the Company's Balance Sheet or in the footnotes thereto where the same has been prepared in accordance with United States generally accepted accounting principles, consistently appliedor, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position best knowledge of the Company and its consolidated Subsidiaries as the Principal Shareholder, any other material liability of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subjectany kind or nature whatsoever, in the case of unaudited statements, to normal year-end audit adjustments). (b) The Company and its Subsidiaries have no liability or obligation, whether absolute or contingent contingent, liquidated or unliquidated, due or to become due, accrued or unaccrued or otherwise (individually or in the aggregatehereinafter collectively "Liabilities"), including, without limitation, any tax liability due and payable, which is not reflected on the Balance Sheet, other than (i) liabilities and obligations that would not be required to be included since the date of the Balance Sheet reflected on financial statements prepared in accordance with GAAP, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company, or (ii) legal and fundraising costs incurred in connection with the transactions contemplated hereby, or except (iii) liabilities as disclosed in the Interim Statement, (iv) for such Liabilities that may have arisen in the ordinary course of business of the Company since the date of said Interim Statement, none of which newly arisen Liabilities, when coupled with any benefits or receivables arising in connection with the incurrence of such Liabilities, have a material adverse affect upon the Company's business consistent with past practice, whichits assets, individually business, or financial condition, and (v) as specifically disclosed in this Agreement or in the aggregate, are not material to the financial condition or operating results of the CompanyExhibits delivered hereto. (c) Subsequent to the date of the financial statements, none of the Company and any of its Subsidiaries has made or changed any election, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax.

Financial Statements and Liabilities. (a) As Attached as Schedule 3.4(a) are (x) the unaudited statement of their respective datesprofit and loss and the unaudited balance sheet of the Business as of and for the six months ended June 30, 2019 and (y) the unaudited statement of profit and loss and the unaudited balance sheet of the Business as of and for the year ended December 31, 2018 (together, the financial statements of the Company included in the SEC Reports complied “Business Financial Information”). The Business Financial Information (i) except as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been expressly noted therein, was prepared in accordance with United States generally accepted accounting principles, consistently applied, the Accounting Methodology applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes theretoperiod presented, or (ii) in the case of unaudited interim statementsfairly presents, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries Business as of the dates thereof date presented and the consolidated results profit and loss of their operations and cash flows the Business for the periods then ended presented therein, and (subject, iii) was prepared in accordance with the case books of unaudited statements, to normal year-end audit adjustmentsaccount and other financial records of Seller Parent (except as may be noted otherwise therein). (b) The Company and its Subsidiaries do not have no liability or obligationany Liabilities, absolute or contingent (individually or in the aggregate), including, without limitation, any tax liability due and payable, which is not reflected on the Balance Sheet, other than except for Liabilities (i) liabilities and obligations that are reserved against in the Business Financial Information, (ii) that have been incurred in the Ordinary Course of Business since June 30, 2019, (iii) for future performance under existing Contracts, (iv) to be included in the computation of Final Working Capital, or (v) that would not reasonably be required expected to be included since the date of the Balance Sheet reflected on financial statements prepared in accordance with GAAP, whichhave, individually or in the aggregate, are not material to the financial condition or operating results of the Company, or (ii) legal and fundraising costs incurred in connection with the transactions contemplated hereby, or (iii) liabilities that may have arisen in the ordinary course of the Company's business consistent with past practice, which, individually or in the aggregate, are not material to the financial condition or operating results of the Companya Material Adverse Effect. (c) Subsequent to Schedule 3.4(c) sets forth a correct and complete description (including amount as of the date of the financial statements, none this Agreement) of all Indebtedness of the Company and any of its Subsidiaries has made or changed any election, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes, consented to any extension or waiver as of the limitations period applicable to any Tax claim or assessment or taken any other similar action relating date of this Agreement. After giving effect to the filing Restructuring, as of any Tax Return the Closing, the Company and its Subsidiaries will have no Indebtedness other than the Estimated Assumed Indebtedness, if any. (d) The books, records and accounts of the Company with respect to the Business have been maintained in material compliance with applicable legal and accounting requirements and in accordance with sound business practices, and such records are accurate in all material respects and reflect actual, bona fide transactions. (e) The system of internal controls over financial reporting of Seller Parent and the Company with respect to the Business is designed to provide measurable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (ii) that transactions are executed only in accordance with the authorization of management, and (iii) regarding prevention or timely detection of the payment unauthorized acquisition, use or disposition of any Taxthe assets of the Business, in each case, in all material respects.

Financial Statements and Liabilities. (a1) As of their respective datesThe ------------------------------------- Financial Statements, the financial statements of the Company which are included in the SEC Reports complied Disclosure Schedule as SCHEDULE 3.01(D), consist of a consolidated income statement and (except as to form 1993) a consolidated cash flow statement for each of the three years ended December 31, 1993, 1994 and 1995 and for the nine months ended September 30, 1996 and consolidated balance sheets as of December 31, 1993, 1994 and 1995 and as of September 30, 1996. The Financial Statements present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principlesrespects, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company IMSAMET at December 31, 1993, 1994 and 1995 and September 30, 1996, and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and (except as to 1993) cash flows for each of the three years in the period ended December 31, 1995 and for the nine months ended September 30, 1996 in a manner that is consistent with IMSAMET's historical financial accounting and reporting practices and that, while not inconsistent with GAAP, is not in conformity with GAAP because, among other things: (i) certain disclosures required by GAAP are not included; (ii) deferred Income Taxes are not included in the Financial Statements; (iii) Seller's corporate staff supply centralized banking and cash management services to the Companies, and provide tax, general accounting, auditing, human resources and legal services to the Companies, none of which has been charged to the Companies or included in the Financial Statements; and (iv) Seller has not charged the Companies any general corporate allocation, and no such allocation is included in the Financial Statements. The Financial Statements reflect the consistent application of accounting principles throughout the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)involved. (b2) The Company and its Subsidiaries have At September 30, 1996, IMSAMET, on a consolidated basis, had no liability indebtedness, liabilities or obligation, absolute or contingent obligations (individually or in the aggregate), including, without limitation, any tax liability due and payable, which is not reflected on the Balance Sheet, other than (ideferred Income Taxes) liabilities and obligations that would not be required by GAAP to be included since the date of the Balance Sheet reflected on financial statements prepared a balance sheet which are not included in accordance with GAAPits consolidated balance sheet at September 30, which, individually or 1996 included in the aggregateFinancial Statements. Since September 30, are not material to the financial condition 1996, IMSAMET, on a consolidated basis, has incurred no indebtedness, liabilities or operating results obligations of the Company, or (ii) legal and fundraising costs any nature whatsoever except for those incurred in connection with the transactions contemplated hereby, or (iii) liabilities that may have arisen in the ordinary course of the Company's business consistent with past practice, which, individually or as disclosed in the aggregate, are not material to the financial condition or operating results of the CompanyDisclosure Schedule. (c) Subsequent to the date of the financial statements, none of the Company and any of its Subsidiaries has made or changed any election, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax.

Financial Statements and Liabilities. (a) As of their respective dates, the financial statements Set forth in Section 5.7(a) of the Company included in the SEC Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except Disclosure Schedule are (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the audited consolidated financial position balance sheets of the Company and its consolidated Subsidiaries Group as of the dates thereof December 31, 2005, December 31, 2006 and December 31, 2007 and the related consolidated results statements of their operations income, operations, stockholders equity and cash flows for the periods years then ended and (ii) the unaudited consolidated balance sheet of the Company Group as of March 31, 2008 (the balance sheet as of March 31, 2008, the “Balance Sheet” and such date, the “Balance Sheet Date”) and the related unaudited consolidated statements of income, operations, stockholders equity and cash flows for the three- month period then ended (subjectclauses (i) and (ii), collectively, the “Company Financial Statements”). Except as set forth therein, the Company Financial Statements present fairly, in all material respects, respectively, the consolidated financial position, statements of operations and cash flows of the Company Group at the respective dates set forth therein and for the respective periods covered thereby in accordance with GAAP, consistently applied, except as otherwise noted therein and except, in the case of unaudited statementsthe Company Financial Statements referenced in clause (ii), to for normal year-end audit adjustments)adjustments and the absence of footnotes. The Company has provided or made available to Buyer copies of all material documentation relating to the internal controls or other accounting practices of the Company Group. (b) The Company and its Subsidiaries have no liability or obligation, absolute or contingent (individually Except as set forth in the Balance Sheet or in Section 5.7(b) of the aggregate)Company Disclosure Schedule, includingno member of the Company Group has any Liabilities, without limitation, any tax liability due and payable, which is not reflected on the Balance Sheet, other than except for Liabilities (i) liabilities and obligations that would not be required to be included incurred since the date of the Balance Sheet reflected on financial statements prepared in accordance with GAAP, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company, or (ii) legal and fundraising costs incurred in connection with the transactions contemplated hereby, or (iii) liabilities that may have arisen Date in the ordinary course of the Company's business consistent with past practicepractice or (ii) which would not reasonably be expected to result in Liabilities in excess of $250,000. To the extent required by GAAP, whichadequate reserves have been established on the Balance Sheet for all Liabilities, individually or in the aggregate, are not material to the financial condition or operating results of the Company. (c) Subsequent to the date of the financial statements, none . No member of the Company and Group has any of its Subsidiaries has made or changed any election, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes, consented outstanding Indebtedness. There is no Indebtedness owed to any extension or waiver member of the limitations period applicable to Company Group by any Tax claim employee, consultant, officer, director or assessment or taken any other similar action relating to the filing stockholder of any Tax Return or member of the payment of any TaxCompany Group.

Financial Statements and Liabilities. (a1) As of their respective datesThe Financial Statements, the financial statements of the Company which are included in the SEC Reports complied Disclosure Schedule as SCHEDULE 3.01(d), consist of a consolidated income statement and (except as to form 1993) a consolidated cash flow statement for each of the three years ended December 31, 1993, 1994 and 1995 and for the nine months ended September 30, 1996 and consolidated balance sheets as of December 31, 1993, 1994 and 1995 and as of September 30, 1996. The Financial Statements present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principlesrespects, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company IMSAMET at December 31, 1993, 1994 and 1995 and September 30, 1996, and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and (except as to 1993) cash flows for each of the three years in the period ended December 31, 1995 and for the nine months ended September 30, 1996 in a manner that is consistent with IMSAMET's historical financial accounting and reporting practices and that, while not inconsistent with GAAP, is not in conformity with GAAP because, among other things: (i) certain disclosures required by GAAP are not included; (ii) deferred Income Taxes are not included in the Financial Statements; (iii) Seller's corporate staff supply centralized banking and cash management services to the Companies, and provide tax, general accounting, auditing, human resources and legal services to the Companies, none of which has been charged to the Companies or included in the Financial Statements; and (iv) Seller has not charged the Companies any general corporate allocation, and no such allocation is included in the Financial Statements. The Financial Statements reflect the consistent application of accounting principles throughout the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)involved. (b2) The Company and its Subsidiaries have At September 30, 1996, IMSAMET, on a consolidated basis, had no liability indebtedness, liabilities or obligation, absolute or contingent obligations (individually or in the aggregate), including, without limitation, any tax liability due and payable, which is not reflected on the Balance Sheet, other than (ideferred Income Taxes) liabilities and obligations that would not be required by GAAP to be included since the date of the Balance Sheet reflected on financial statements prepared a balance sheet which are not included in accordance with GAAPits consolidated balance sheet at September 30, which, individually or 1996 included in the aggregateFinancial Statements. Since September 30, are not material to the financial condition 1996, IMSAMET, on a consolidated basis, has incurred no indebtedness, liabilities or operating results obligations of the Company, or (ii) legal and fundraising costs any nature whatsoever except for those incurred in connection with the transactions contemplated hereby, or (iii) liabilities that may have arisen in the ordinary course of the Company's business consistent with past practice, which, individually or as disclosed in the aggregate, are not material to the financial condition or operating results of the CompanyDisclosure Schedule. (c) Subsequent to the date of the financial statements, none of the Company and any of its Subsidiaries has made or changed any election, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax.