Common use of Financial Statements and Related Matters Clause in Contracts

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Schedule contains accurate and complete copies of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with ASPE (except as disclosed in the footnotes), except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Seller. (b) Except as described in Section 5.14(b) of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which are set forth or reserved for in the Financial Statements; (ii) which have arisen after the date of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing).

Financial Statements and Related Matters. (a) Section 5.14(a) of Included with the Seller Disclosure Schedule contains accurate and complete Letter are copies of the Company's and its Subsidiaries': (a) unaudited consolidated balance sheets and non-consolidated reviewed balance sheet and statement statements of income and cash flow of Seller as of and flows for the fiscal years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 1995, 1996 and 1997 and (b) the unaudited consolidated balance sheet as of November 30, 1998 (the “Interim "Latest Balance Sheet") and the related unaudited statements of income and cash flows for the eleven-month period then ended. Each of the foregoing financial statements (including in all cases the notes thereto, if any) (the "Financial Statements,” ") is accurate and together complete to the Knowledge of the Company or Seller and consistent with the Year End Financial StatementsCompany's and its Subsidiaries' books and records (which, in turn, are accurate and complete to the “Financial Statements”Knowledge of the Company or Seller). The Financial Statements present, fairly the Company's and its Subsidiaries' financial condition, results of operations and cash flows as of the times and for the periods referred to therein, and have been prepared in accordance with ASPE GAAP, consistently followed throughout the periods indicated (except as may be disclosed in the footnotesnotes thereto), except for, subject in the case of the Interim Financial Statements, (1) unaudited financial statements to changes resulting from normal recurring year-end adjustments that are for recurring accruals (which shall not be material individually or in the aggregate) and (2) to the omission absence of footnote disclosure required by ASPEdisclosure. The books and records Except as to the extent reflected on the Latest Balance Sheet or in the Seller Disclosure Letter, the Company has no liabilities, commitments or obligations of Seller have been maintained any nature (whether absolute, accrued, contingent or otherwise) other than those incurred in accordance with sound the ordinary course of business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with past practice since the date of the Latest Balance Sheet. To the Knowledge of the Company or Seller, the books and records of Seller. (b) Except as described in Section 5.14(b) the Company and its Subsidiaries accurately and fairly reflect the transactions and dispositions of assets of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which Company and its Subsidiaries. The Company's system of internal accounting controls is sufficient to provide reasonable assurances that transactions are set forth or reserved for in the Financial Statements; (ii) which have arisen after the date of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, executed in accordance with the Joint Issues management's general or specific authorization and Reverse Earn Out Payment Agreement, fully reflected or reserved that transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)assets.

Financial Statements and Related Matters. (a) Section 5.14(aThe Financial Statements Schedule attached hereto consists of: (i) of the Disclosure Schedule contains accurate and complete copies of the Company’s unaudited consolidated and non-consolidated reviewed balance sheet as of March 31, 2013 (the “Latest Balance Sheet”) and the related unaudited consolidated statement of income and cash flow of Seller as of and flows for the years three-month period then ended August 31, 2015 (the “Most Recent Fiscal Year End”) Latest Statement of Income and August 31, 2014 (collectivelyCash Flows” and together with the Latest Balance Sheet, the “Year End Unaudited Financial Statements”) and for (ii) the 4 months ended Company’s audited consolidated balance sheets as of December 31, 2015 2010, 2011 and 2012, and the related audited consolidated statements of income, cash flows and members’ equity for each of the twelve-month periods then ended (the “Interim Audited Financial Statements,” and together with the Year End Unaudited Financial Statements, the “Financial Statements”). The Except as set forth on the attached Financial Statements Schedule, the Financial Statements have been prepared in accordance with ASPE GAAP (except as disclosed in the footnotes), except for, subject in the case of the Interim Unaudited Financial Statements, (1) normal recurring Statements to the absence of footnote disclosures and year-end adjustments that are not material adjustments), consistently applied, and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect present fairly in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and condition, results of operations and cash flows of Seller at the dates Company and its Subsidiaries (taken as a whole) as of the times and for the periods indicated therein and are consistent with referred to therein. Neither the books and records Company nor any of Seller. (b) Except as described its Subsidiaries has any liabilities or obligations that would be required by GAAP to be reflected or reserved against in Section 5.14(b) of the Disclosure Schedulea consolidated balance sheet, Seller does not have any Liabilities other than those Liabilities: liabilities and obligations (ix) which are set forth included or reserved for disclosed in the Financial Statements; , (iiy) which have arisen after incurred in the Ordinary Course of Business since the date of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Latest Balance Sheet and the calculation (none of Net Working Capital which is a liability or obligation for breach of the Business as contract, breach of the Closing Date; (iiiwarranty, tort or infringement or a claim or lawsuit or an environmental liability) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (ivz) arising under incurred directly in connection with this Agreement or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)transactions contemplated hereby.

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Attached hereto as Schedule contains accurate and complete 4.6 are copies of the consolidated and non-consolidated reviewed Company’s (i) unaudited balance sheet as of February 28, 2010 (the “Latest Balance Sheet”) and statement the related statements of income and cash flow of Seller as of and flows for the years ended August 31, 2015 two (the “Most Recent Fiscal Year End”2) month period then ended; and August 31, 2014 (collectively, the “Year End Financial Statements”ii) audited balance sheets and statements of income and cash flows for the 4 months fiscal years ended December 31, 2015 2007, 2008 and 2009. Each of the foregoing financial statements (including in all cases the “Interim Financial Statements,” and together with the Year End Financial Statementsnotes thereto, if any) (collectively the “Financial Statements”) is accurate and complete, is consistent with the Company’s books and records (which, in turn, are accurate and complete and maintained in accordance with GAAP). The Financial Statements have , presents fairly the Company’s financial condition and results of operations as of the times and for the periods referred to therein, and has been prepared in accordance with ASPE (except as disclosed in the footnotes)GAAP, except for, subject in the case of the Interim Financial Statements, (1) unaudited financial statements to changes resulting from normal recurring year-end adjustments that for recurring accruals (which shall not be material individually or in the aggregate) and to footnote disclosure. Except as separately identified in Schedule 4.6, there are not material and (2) no special or nonrecurring items of income or expense during the omission of footnote disclosure required periods covered by ASPEthe Financial Statements. The books accounts and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Seller. (b) Except as described in Section 5.14(b) notes receivable of the Disclosure Schedule, Seller does not have any Liabilities other than those LiabilitiesCompany reflected on the Latest Balance Sheet: (i) which are set forth or reserved for arose from bona fide sales transactions in the Financial Statements; ordinary course of business and are payable on ordinary trade terms, (ii) which have arisen after the date are legal, valid and binding obligations of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, respective debtors enforceable in accordance with the Joint Issues their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors rights generally, and Reverse Earn Out Payment Agreementby general equitable principles, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after are not subject to any valid set-off or counterclaim except to the date of the Financial Statements extent set forth in the Ordinary Course; or Latest Balance Sheet, (iv) arising under do not represent obligations for goods sold on consignment, on approval or pursuant on a sale-or-return basis or subject to any other repurchase or return arrangement, (v) are collectible in the Transferred Contracts (but not Liabilities that result fromordinary course of business consistent with past practice in the aggregate recorded amounts thereof, arise out of or are attributable to, any breach net of any such Transferred Contract prior applicable reserve reflected in the Latest Balance Sheet, and (vi) are not the subject of any actions or proceedings brought by or on behalf of the Company. The transactions of the Company are executed with management’s authorization, are recorded as necessary to Closing)permit preparation of financial statements in accordance with GAAP, access to its assets is permitted only in accordance with management’s authorization, and the recorded accountability for its assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Schedule contains accurate and complete The Stockholders have received or been given access to copies of the audited consolidated and non-consolidated reviewed balance sheet of OSI as of December 31 2000, and statement the related audited consolidated statements of income income, changes in stockholders' equity, and cash flow of Seller as of and flows for the years ended August 31year then ended, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statementsrelated audit report of PricewaterhouseCoopers LLP, the “Financial Statements”)Company's independent auditors, with respect to such financial statements. The Financial Statements Stockholders have also received or been given access to copies of the unaudited consolidated balance sheet of OSI as of October 31, 2001 (the "OSI Most Recent Balance Sheet"), and the related unaudited statements of income, changes in stockholders' equity, and cash flows for the ten-month period ended on that date. All of the financial statements referred to in the preceding two paragraphs were prepared in accordance with ASPE generally accepted accounting principles applied on a basis consistent with prior periods (except as disclosed in the footnotes), except for, in the case of the Interim Financial Statementsinterim financial statements referred to in the preceding paragraph, (1) subject to the absence of footnotes and to adjustments consisting of normal recurring year-end adjustments that are accruals, the effect of which absence of year-end accruals, both individually and in the aggregate, is not material and (2) the omission of footnote disclosure required by ASPEmaterial). The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and Each such balance sheet fairly present presents the consolidated financial condition of OSI as of its date; and non-each such statement of income, changes in stockholders' equity, or cash flows fairly presents the consolidated financial position and results of operations operations, changes in stockholders' equity, or cash flows, as the case may be, of Seller at the dates and OSI for the periods indicated therein and are consistent with period covered thereby. Since the books and records of Seller. (b) Except as described in Section 5.14(b) date of the Disclosure ScheduleOSI Most Recent Balance Sheet, Seller does there has not have been any Liabilities other than those Liabilities: material adverse change in OSI's condition (i) which are set forth financial or otherwise), operations, business, assets, rights, liabilities, obligations, or prospects. Except to the extent reflected or reserved for against in the Financial Statements; (ii) which have arisen OSI Most Recent Balance Sheet, or incurred after the date of the Financial Statements such balance sheet in the Ordinary Course and are characterized as Current Liabilities as ordinary course of the Closing Date that will bebusiness other than in connection with transactions with its Affiliates, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected OSI has no material liabilities or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach obligations of any such Transferred Contract prior nature, whether accrued, absolute, contingent, or otherwise (including liabilities as guarantor or otherwise with respect to Closing)obligations of others) and whether due or to become due, including in respect of matters that are the subject of other or more specific representations and warranties set forth in this Agreement.

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Schedule contains accurate and complete copies of the The Company's consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller sheets as of December 31, 1998 and the Company's consolidated statements of operations, cash flows and changes in stockholders' equity for the year ended December 31, 1998 and for the years three months ended August March 31, 2015 (1999, as well as any subsequent annual and quarterly filings with the “Most Recent Fiscal Year End”) Securities and August 31, 2014 Exchange Commission (collectively, the “Year End "Financial Statements”) and for "), all of which have been made available to the 4 months ended December 31Lender prior to the date hereof, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with ASPE generally accepted accounting standards consistently applied (except as disclosed may be noted therein). Furthermore, the Financial Statements are complete and correct in the footnotes), except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not all material respects and (2) the omission of footnote disclosure required by ASPE. The books accurately set out and records of Seller have been maintained in accordance with sound business practice and reflect describe in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and condition, results of operations operations, cash flows or changes in stockholders' equity of Seller at the dates and Company as of the date or for the periods indicated therein and are consistent with period indicated. There has been no material change in the books and records of Seller. (b) Except Company's accounting policies except as described in Section 5.14(b) of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which are notes to the Financial Statements. Except as set forth or reserved for in the Financial Statements; , the Company has no indebtedness, obligation or liability (iicontingent or otherwise) that, either alone or when combined with all similar obligations or liabilities, would be material to the Company, and there does not exist a set of circumstances that, to the knowledge of the Company, could reasonably be expected to result in any such material indebtedness, obligation or liability. Since December 31, 1998, and for any subsequent period prior to any closing, there has been no material adverse change in the consolidated business, financial condition, results of operations, assets, or liabilities or prospects of the Company, which have arisen after the date of is not disclosed on the Financial Statements or financial information as of a later date set forth in the Ordinary Course Disclosure Schedule. The Company has made all filings with the Securities and are characterized as Current Liabilities Exchange Commission required under the Exchange Act or Securities Act (the "SEC Filings"). The SEC Filings do not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but statements therein not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)misleading.

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Schedule contains accurate and complete copies of the The Company's ---------------------------------------- consolidated and non-consolidated reviewed balance sheet and statement consolidated statements of income operations, cash flows and changes in stockholders' equity for the year ended December 31, 1998 and the Company's consolidated balance sheet and consolidated statements of operations and cash flow of Seller as of and flows for the years nine months ended August 31September 30, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 1999 (collectively, the “Year End "Financial Statements”"), each as filed by the Company with the Securities and Exchange Commission (the "SEC") and for the 4 months ended December on Form 10-K on March 31, 2015 (the “Interim Financial Statements,” 1999 and together with the Year End Financial Statementson Form 10-Q on November 15, the “Financial Statements”). The Financial Statements 1999, respectively, have been prepared in accordance with ASPE generally accepted accounting principles consistently applied (except as disclosed may be noted therein). Furthermore, the Financial Statements are complete and correct in the footnotes), except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not all material respects and (2) the omission of footnote disclosure required by ASPE. The books accurately set out and records of Seller have been maintained in accordance with sound business practice and reflect describe in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and condition, results of operations operations, cash flows or changes in stockholders' equity of Seller at the dates Company and its subsidiaries as of the date or for the periods indicated therein and are consistent with period indicated. There has been no material change in the books and records of Seller. (b) Except Company's accounting policies except as described in Section 5.14(b) of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which are notes to the Financial Statements. Except as set forth or reserved for in the Financial Statements; , neither the Company nor any of its subsidiaries has any indebtedness, obligation or liability (iicontingent or otherwise) which have arisen after that, either alone or when combined with all similar obligations or liabilities, would be material to the date Company and its subsidiaries taken as a whole, and there does not exist a set of circumstances that, to the knowledge of the Financial Statements Company, could reasonably be expected to result in any such material indebtedness, obligation or liability. Since December 31, 1998, there has been no material adverse change in the Ordinary Course and are characterized consolidated business, financial condition, results of operations, assets, liabilities or prospects of the Company or its subsidiaries. The Company has made all filings (the "SEC Filings") with the SEC required under the Securities Exchange Act of 1934, as Current Liabilities amended (the "Exchange Act"), or the Securities Act. None of the SEC Filings, as of their respective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but statements therein not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing)misleading.

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Schedule contains accurate and complete copies of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with ASPE (except as disclosed in the footnotes), except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Seller. (b) Except as described in Section 5.14(b) of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which are set forth or reserved for in the Financial Statements; (ii) which have arisen after the date of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing). (c) As of the date hereof, Seller does not have any Indebtedness in connection with or affecting the Business except as described in Section 5.14(c) of the Disclosure Schedule, provided that for purposes of this Section 5.14(c), the defined term “Indebtedness” shall be construed and applied as excluding subsections (e), (g), (i) and (j) of such definition, and further provided that in respect of Accounts Payable comprising part of Indebtedness, this representation is made as of January 31, 2016 and not as of the date hereof. Section 5.14(c) of the Disclosure Schedule sets forth: (i) each Contract containing a Customer Repurchase Obligation; and (ii) for each such Contract, the amount of such Customer Repurchase Obligation as of April 1, 2016 and for each subsequent anniversary of April 1, 2016 through the last anniversary on which the Customer Repurchase Obligation for such Contract remains outstanding.