Common use of Financial Statements and Undisclosed Liabilities Clause in Contracts

Financial Statements and Undisclosed Liabilities. (a) The financial statements of Parent (including any related notes and schedules thereto) included in the Parent SEC Documents (i) have been derived from the accounting books and records of Parent and Parent’s consolidated subsidiaries, (ii) as of their respective dates of filing with the SEC complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iv) fairly present, in all material respects, the consolidated financial position of Parent and Parent’s consolidated subsidiaries and the consolidated results of operations, stockholders’ equity and cash flows as of the dates and for the respective periods indicated (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of notes, none of which individually or in the aggregate are material). (b) Parent and Parent’s consolidated subsidiaries do not have any liabilities or obligations of any nature (whether absolute, contingent, accrued or otherwise) required by GAAP to be reflected or reserved against in a consolidated balance sheet (or the notes thereto) of Parent, except for those liabilities and obligations (i) reflected or reserved against in the most recent consolidated balance sheet of the Company (including the notes thereto) included in Parent’s transition report on Form 10-K for the transition period ended November 30, 2018, (ii) incurred since November 30, 2018 in the ordinary course of business consistent with past practice, (iii) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect or (iv) incurred in accordance with this Agreement.

Financial Statements and Undisclosed Liabilities. (a) The financial statements of Parent the Company (including any related notes and schedules thereto) included in the Parent Company SEC Documents (i) have been derived from the accounting books and records of Parent the Company and Parent’s consolidated subsidiariesthe Company Subsidiaries, (ii) as of their respective dates of filing with the SEC complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iv) fairly present, in all material respects, the consolidated financial position of Parent the Company and Parent’s consolidated subsidiaries the Company Subsidiaries and the consolidated results of operations, stockholders’ equity and cash flows as of the dates and for the respective periods indicated (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of notes, none of which individually or in the aggregate are material). (b) Parent The Company and Parent’s consolidated subsidiaries the Company Subsidiaries do not have any liabilities or obligations of any nature (whether absolute, contingent, accrued or otherwise) required by GAAP to be reflected or reserved against in a consolidated balance sheet (or the notes thereto) of Parentthe Company, except for those liabilities and obligations (i) reflected or reserved against in the most recent consolidated balance sheet of the Company (including the notes thereto) included in Parentthe Company’s transition annual report on Form 10-K for the transition period year ended November 30December 31, 2018, (ii) incurred since November 30December 31, 2018 in the ordinary course of business consistent with past practice, (iii) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect or (iv) incurred in accordance with this Agreement.

Financial Statements and Undisclosed Liabilities. (a) The Sellers have made available to Buyer true and correct copies of the audited combined consolidated balance sheets of the Companies as of December 31, 1999, December 31, 2000, and December 31, 2001, the audited combined consolidated statements of income and cash flows of the Companies for each of the fiscal years then ended, including the notes thereto, and the unaudited combined consolidated balance sheet of the Companies, dated June 30, 2002 (the "INTERIM BALANCE SHEET"), and unaudited combined consolidated statements of income and cash flows of the Companies for the six (6) month period then ended presented on a basis consistent with the year-end audited financial statements. All of the foregoing financial statements of Parent (including any related notes and schedules thereto) included are hereinafter collectively referred to as the "FINANCIAL STATEMENTS". Except as disclosed in the Parent SEC Documents (i) Financial Statements, the Financial Statements have been derived from prepared from, and are in accordance with, the accounting books and records of Parent the Companies and Parent’s consolidated subsidiaries, (ii) as of their respective dates of filing with the SEC complied in all material respects with applicable accounting requirements present fairly and the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iv) fairly presentaccurately, in all material respects, the consolidated financial position of Parent and Parent’s consolidated subsidiaries and the consolidated position, results of operations, stockholders’ equity operations and cash flows of the Companies on a combined consolidated basis as of the dates and for the respective applicable periods indicated (subjectindicated, in the each case of the unaudited statements, to normal year-end audit adjustments and the absence of notes, none of which individually or in the aggregate are material)conformity with GAAP consistently applied except as noted therein. (b) Parent and Parent’s consolidated subsidiaries The Companies do not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, accrued unasserted or otherwise) required by GAAP to be reflected or reserved against in a consolidated balance sheet (or on the notes thereto) of Parent, except for those liabilities and obligations (i) reflected or reserved against in the most recent consolidated balance sheet of the Company (including the notes thereto) included in Parent’s transition report on Form 10-K for the transition period ended November 30, 2018, (ii) incurred since November 30, 2018 in the ordinary course of business consistent with past practice, (iii) thatFinancial Statements that would reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect Effect, except (i) as disclosed, reflected or reserved against in the Financial Statements and the notes thereto, (ivii) for liabilities and obligations incurred in accordance with this Agreementthe Ordinary Course of Business (as hereinafter defined) since December 31, 2001, and (iii) as set forth on SCHEDULE 3.6(b). This representation shall not be deemed breached as a result of a change in law after the Closing Date. The Companies do not have any off-balance sheet financing.

Financial Statements and Undisclosed Liabilities. (a) The financial statements of Parent the Company (including any related notes and schedules thereto) included in the Parent Company SEC Documents (i) have been derived from the accounting books and records of Parent the Company and Parent’s consolidated subsidiariesthe Company Subsidiaries, (ii) as of their respective dates of filing with the SEC complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iv) fairly present, in all material respects, the consolidated financial position of Parent the Company and Parent’s consolidated subsidiaries the Company Subsidiaries and the consolidated results of operations, stockholders’ equity and cash flows as of the dates and for the respective periods indicated (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of notes, none of which individually or in the aggregate are material). (b) Parent The Company and Parent’s consolidated subsidiaries the Company Subsidiaries do not have any liabilities or obligations of any nature (whether absolute, contingent, accrued or otherwise) required by GAAP to be reflected or reserved against in a consolidated balance sheet (or the notes thereto) of Parentthe Company, except for those liabilities and obligations (i) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (ii) reflected or reserved against in the most recent consolidated balance sheet of the Company (including the notes thereto) included in Parentthe Company’s transition report Quarterly Report on Form 10-K Q for the transition period fiscal quarter ended November June 30, 2018, (iiiii) incurred since November June 30, 2018 in the ordinary course of business consistent with past practice, (iii) thatpractice and which, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect or (iv) incurred in accordance with this Agreement.

Financial Statements and Undisclosed Liabilities. (a) The Company has previously delivered to Buyer a true, complete and correct copy of its audited consolidated financial statements for the years ended December 31, 1995 and 1994 (the "Audited Financial Statements") and its unaudited consolidated balance sheet of Parent (including any related notes the Company and schedules thereto) included in the Parent SEC Documents (i) have been derived from the accounting books and records of Parent and Parent’s its consolidated subsidiaries, (ii) subsidiaries as of their respective dates June 30, 1996 (the "Current Balance Sheet") and the related statements of filing operations and accumulated deficit and cash flows for the six-month period then ended (collectively with the SEC complied in all material respects with applicable accounting requirements Current Balance Sheet, the "Current Financial Statements"). The Audited Financial Statements and the published rules and regulations of the SEC with respect thereto, (iii) have been Current Financial Statements were prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved indicated (except as may be otherwise indicated in the notes theretothereto and except that the Current Financial Statements do not contain footnotes meeting the requirements of GAAP) and (iv) fairly present, in all material respects, present the consolidated financial position of Parent position, accumulated deficit and Parent’s consolidated subsidiaries and the consolidated results of operations, stockholders’ equity and cash flows as operations of the Company and its subsidiaries on a consolidated basis as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of the unaudited statementsCurrent Financial Statements, to normal year-end audit adjustments and the absence of notes, none of which individually or in the aggregate are materialconsistent with past practice). (b) Parent and Parent’s consolidated subsidiaries do not have any liabilities or obligations of any nature (whether absolute, contingent, accrued or otherwise) required by GAAP to be reflected or reserved against in a consolidated balance sheet (or the notes thereto) of Parent, except for those liabilities and obligations Except (i) reflected or reserved against as set forth in the most recent consolidated balance sheet of the Company (including the notes thereto) included in Parent’s transition report on Form 10-K for the transition period ended November 30, 2018Current Financial Statements, (ii) as set forth in or described in this Agreement or the Disclosure Letter, (iii) for liabilities incurred since November 30, 2018 in the ordinary course of business consistent since December 31, 1995 which would be required to be included as a liability on a consolidated balance sheet prepared in accordance with past practiceGAAP as of the date hereof, (iii) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect or (iv) all other liabilities or obligations incurred in accordance with this Agreementthe ordinary course of business, the Company and its subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for any liability or obligation which will not have a Company Material Adverse Effect.

Financial Statements and Undisclosed Liabilities. (a) The financial statements of Parent (including any related notes and schedules thereto) included in the Parent SEC Documents (ia) have been derived from the accounting books and records of Parent and Parent’s consolidated subsidiariesParent Subsidiaries, (iib) as of their respective dates of filing with the SEC complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (iiic) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (ivd) fairly present, in all material respects, the consolidated financial position of Parent and Parent’s consolidated subsidiaries the Parent Subsidiaries and the consolidated results of operations, stockholders’ equity and cash flows as of the dates and for the respective periods indicated (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of notes, none of which individually or in the aggregate are material). (b) Parent and Parent’s consolidated subsidiaries Parent Subsidiaries do not have any liabilities or obligations of any nature (whether absolute, contingent, accrued or otherwise) required by GAAP to be reflected or reserved against in a consolidated balance sheet (or the notes thereto) of Parent, except for those liabilities and obligations (i) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, (ii) reflected or reserved against in the most recent consolidated balance sheet of the Company Parent (including the notes thereto) included in Parent’s transition report Quarterly Report on Form 10-K Q for the transition period fiscal quarter ended November June 30, 2018, (iiiii) incurred since November June 30, 2018 in the ordinary course of business consistent with past practice, (iii) thatpractice and which, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect or (iv) incurred in accordance with this Agreement.

Financial Statements and Undisclosed Liabilities. (a) The Sellers have made available to Buyer true and correct copies of the audited combined consolidated balance sheets of the Companies as of December 31, 1999, December 31, 2000, and December 31, 2001, the audited combined consolidated statements of income and cash flows of the Companies for each of the fiscal years then ended, including the notes thereto, and the unaudited combined consolidated balance sheet of the Companies, dated June 30, 2002 (the "Interim Balance Sheet"), and unaudited combined consolidated statements of income and cash flows of the Companies for the six (6) month period then ended presented on a basis consistent with the year-end audited financial statements. All of the foregoing financial statements of Parent (including any related notes and schedules thereto) included are hereinafter collectively referred to as the "Financial Statements". Except as disclosed in the Parent SEC Documents (i) Financial Statements, the Financial Statements have been derived from prepared from, and are in accordance with, the accounting books and records of Parent the Companies and Parent’s consolidated subsidiaries, (ii) as of their respective dates of filing with the SEC complied in all material respects with applicable accounting requirements present fairly and the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iv) fairly presentaccurately, in all material respects, the consolidated financial position of Parent and Parent’s consolidated subsidiaries and the consolidated position, results of operations, stockholders’ equity operations and cash flows of the Companies on a combined consolidated basis as of the dates and for the respective applicable periods indicated (subjectindicated, in the each case of the unaudited statements, to normal year-end audit adjustments and the absence of notes, none of which individually or in the aggregate are material)conformity with GAAP consistently applied except as noted therein. (b) Parent and Parent’s consolidated subsidiaries The Companies do not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, accrued unasserted or otherwise) required by GAAP to be reflected or reserved against in a consolidated balance sheet (or on the notes thereto) of Parent, except for those liabilities and obligations (i) reflected or reserved against in the most recent consolidated balance sheet of the Company (including the notes thereto) included in Parent’s transition report on Form 10-K for the transition period ended November 30, 2018, (ii) incurred since November 30, 2018 in the ordinary course of business consistent with past practice, (iii) thatFinancial Statements that would reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect Effect, except (i) as disclosed, reflected or reserved against in the Financial Statements and the notes thereto, (ivii) for liabilities and obligations incurred in accordance with this Agreementthe Ordinary Course of Business (as hereinafter defined) since December 31, 2001, and (iii) as set forth on Schedule 3.6(b). This representation shall not be deemed breached as a result of a change in law after the Closing Date. The Companies do not have any off-balance sheet financing.