Common use of Financial Statements and Undisclosed Liabilities Clause in Contracts

Financial Statements and Undisclosed Liabilities. The Company has delivered to the Parent audited Balance Sheets, income statements, cash flow statements and statements of shareholder's equity for the fiscal years ended June 30, 1997, June 30, 1998, June 30, 1999 and June 30, 2000, and the notes to such financial statements, as prepared by the Company's accountants, PriceWaterhouse, n/k/a PricewaterhouseCoopers. The Company has also delivered to the Parent monthly balance sheets together with related statements of income, shareholders' equity and cash flow as of the end of each of the nine months ending March 31, 2001. All of such financial statements of the Company are referred to collectively as the "Financial Statements". The Financial Statements have been prepared from and are in accordance with the books and records of the Company, are true and correct and complete, and present fairly the financial condition, results of operations and, except with respect to unaudited interim financial statements, cash flows of the Company as of the dates and for the periods indicated, in each case in conformity with GAAP consistently applied during such periods, except as otherwise stated in such financial statements or on Schedule 4.5, and except to the extent that unaudited interim financial statements may be condensed or summary statements and may omit footnotes to the extent permitted by Rule 10.01(a)(5) of Regulation S-X of the Securities and Exchange Commission. Except as and to the extent reflected in the Financial Statements, the Company had at each such date no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise and whether due or to become due). The books of account and other financial records of the Company, all of which have been made available to the Parent, are complete and correct and represent actual, bona fide transactions and have been maintained in accordance with sound business practices and the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"), including the maintenance of an adequate system of internal controls. Attached to Schedule 4.5 are complete and correct copies of all letters from the Company's Auditors to the Company's board of directors or its audit committee during the 36 months preceding the execution of this Agreement, together with complete and correct copies of all responses thereto.

Financial Statements and Undisclosed Liabilities. The Company has delivered to the Parent Investor audited Balance Sheets, income statements, cash flow statements and statements of shareholder's equity for the fiscal years ended June 30, 1997, June 30, 1998, June 30, 1999 and June 30, 2000, and the notes to such financial statements, as prepared by the Company's accountants, PriceWaterhouse, n/k/a PricewaterhouseCoopers. The Company has also delivered to the Parent Investor monthly balance sheets together with related statements of income, shareholders' equity and cash flow as of the end of each of the nine months ending March 31, 2001. All of such financial statements of the Company are referred to collectively as the "Financial Statements". The Financial Statements have been prepared from and are in accordance with the books and records of the Company, are true and correct and complete, and present fairly the financial condition, results of operations and, except with respect to unaudited interim financial statements, cash flows of the Company as of the dates and for the periods indicated, in each case in conformity with GAAP consistently applied during such periods, except as otherwise stated in such financial statements or on Schedule 4.5, and except to the extent that unaudited interim financial statements may be condensed or summary statements and may omit footnotes to the extent permitted by Rule 10.01(a)(5) of Regulation S-X of the Securities and Exchange Commission. Except as and to the extent reflected in the Financial Statements, the Company had at each such date no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise and whether due or to become due). The books of account and other financial records of the Company, all of which have been made available to the ParentInvestor, are complete and correct and represent actual, bona fide transactions and have been maintained in accordance with sound business practices and the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"), including the maintenance of an adequate system of internal controls. Attached to Schedule 4.5 are complete and correct copies of all letters from the Company's Auditors to the Company's board of directors or its audit committee during the 36 months preceding the execution of this Agreement, together with complete and correct copies of all responses thereto.

Financial Statements and Undisclosed Liabilities. The Company has (a) Shareholders have delivered to Buyer (1) the Parent audited Balance Sheetsregularly prepared unaudited balance sheets of the Company as of May 31, income statements, cash flow statements 1998 and statements of shareholder's equity for the fiscal years ended June 30, 1997, June 30, 1998, June 30and regularly prepared unaudited statements of income of the Company for each of the interim periods then ended, 1999 (2) restated unaudited balance sheets of the Company as of May 31, 1998 and June 30, 20001998, and restated unaudited statements of income of the Company for each of the interim periods then ended, (3) the audited balance sheets of the Company as of December 31 , 1997, December 31, 1996 and December 31, 1995, and the notes to such financial statements, as prepared by the Company's accountants, PriceWaterhouse, n/k/a PricewaterhouseCoopers. The Company has also delivered to the Parent monthly balance sheets together with related audited statements of income, shareholders' equity income and retained earnings and cash flow as flows of the end of Company for each of the nine months ending March 31fiscal years then ended, 2001. All of such financial statements including, in each case, the related notes and (4) a restated balance sheet of the Company are as of December 31, 1997, and restated statements of income of the Company for the fiscal year then ended, (all of which financial statements and notes referred to in clauses (1), (2), (3) and (4) of this subsection (a) of this section 4.10 hereof are collectively referred to as the "Financial Statements"). The regularly prepared balance sheet of the Company as of May 31, 1998 is hereinbefore and hereinafter referred to as the "Interim Date Balance Sheet", and May 31, 1998 is hereinbefore and hereinafter referred to as the "Interim Date". Prior to the Closing, Shareholders will promptly furnish to Buyer both regularly prepared and similarly restated balance sheets and income statements of the Company as of and for the period ending at the end of each month following June 30, 1998 which ends prior to the Closing. (b) All of the Financial Statements have been prepared from Statements: (i) are true, complete and correct and present fairly the financial position of the Company as of the dates thereof and the results of operations and changes in financial position for the respective periods covered by such statements; (ii) are in accordance consistent with the books and records of the Company; and (iii) have been prepared in accordance with US GAAP applied on a consistent basis except, are true and correct and complete, and present fairly the financial condition, results of operations and, except with respect to unaudited interim financial statements, cash flows normal year-end adjustments. (c) The Company, as of the Interim Date and the Closing Date, has no indebtedness, liability, claim or obligation of any nature, fixed or contingent, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured or otherwise, except: (i) liabilities specifically described and reflected dollar for dollar on the Interim Date Balance Sheet; (ii) fixed liabilities incurred in the ordinary course of business on commercially reasonable terms since the Interim Date, in kind and amounts consistent with past practices; (iii) fixed commercial obligations to perform pursuant to executory contracts entered into in the ordinary course of business, consistent with past practices, and not in default, as disclosed pursuant to Section 4.13; and (iv) liabilities specifically disclosed and reflected dollar for dollar on the Schedule of Liabilities attached hereto as Schedule 4.10(c). There is no existing condition, situation or set of circumstances which will result in any such liabilities except for the liabilities identified in clauses (i) through (iv) of this Section 4.10(c). (d) All receivables of the Company as of including accounts receivable, contracts receivable, loans receivable, notes receivable and advances shown on the dates and for Interim Date Balance Sheet or those acquired after the periods indicatedInterim Date and, in each case either case, not collected on or prior to the Closing Date (collectively, the "Accounts") arose from bona fide transactions in conformity with GAAP consistently applied during such periodsthe ordinary course of business, except as otherwise stated in such financial statements represent accounts validly due for goods sold or services rendered or validly incurred indebtedness on Schedule 4.5the part of those obligated thereon, and are fully collectible dollar for dollar in the normal course of business in the aggregate face amounts thereof without offset, counterclaim or resort to litigation, except to the extent that unaudited interim financial statements may be condensed of an allowance for doubtful accounts equal to US $4,491 (the "Reserve for Doubtful Accounts"). There has not been asserted nor does there exist any counterclaim or summary statements claim for offset against any of the Accounts. None of the Accounts have been outstanding for more than one hundred (120) days from the date of the respective invoice. At Buyer's election, following the Closing, within ten (10) business days after Buyer delivers to Shareholders a schedule of all of the Accounts which remain unpaid after the expiration of a collection period commencing on the Closing Date and may omit footnotes expiring one hundred twenty (120) days thereafter, Shareholders will immediately pay to Buyer an amount equal to the extent permitted difference between (A) the aggregate face amount of such unpaid Accounts (less the aggregate amount of any unpaid Accounts forgiven by Rule 10.01(a)(5Buyer) and (B) the Reserve for Doubtful Accounts, against simultaneous delivery by Buyer to Shareholders of Regulation S-X an appropriate xxxx of sale conveying the unpaid Accounts to Shareholders and entitling Shareholders to collect such Accounts in their own name. Any and all payments received by Buyer or the Company after the collection period for which Buyer has heretofore been reimbursed by Shareholders shall promptly be paid over to Shareholders. Buyer shall cause the Company to exercise its reasonable best efforts to collect all such unpaid Accounts consistent with past practices before the end of the Securities and Exchange Commission. Except as and to the extent reflected in the Financial Statementsaforesaid collection period; however, the Company had at each such date no liabilities or obligations will not be required to initiate legal proceedings for this purpose. For purposes of any nature (whether accrued, absolute, contingent or otherwise and whether due or to become due). The books determining payment of account and other financial records a receivable under this guaranty of the Companypayment, all amounts paid by a customer after the Closing shall first be applied to the specific receivable account, if any, identified by the customer with the payment or, failing such identification, applied to the oldest outstanding receivable account of which such customer. (e) Since the Interim Date, there have been made available to no reserves taken or reversed or assets written down or written up except as set forth on the Parent, are complete Schedule of Reserves Taken and correct and represent actual, bona fide transactions and have been maintained in accordance with sound business practices and the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"Assets Written Down or Up attached hereto as Schedule 4.10(e), including the maintenance of an adequate system of internal controls. Attached to Schedule 4.5 are complete and correct copies of all letters from the Company's Auditors to the Company's board of directors or its audit committee during the 36 months preceding the execution of this Agreement, together with complete and correct copies of all responses thereto.

Financial Statements and Undisclosed Liabilities. The (a) Section 3.5 of the Company has delivered to Disclosure Letter sets forth true, complete and correct copies of: (i) the Parent Company’s audited Balance Sheetsconsolidated balance sheets as of December 31, income statements2017, December 31, 2016 and December 31, 2015 and the related consolidated statements of income, cash flow statements flows and statements of shareholder's changes in members’ equity for the fiscal years ended June 30December 31, 19972017, June 30December 31, 19982016 and December 31, June 302015 (the “Audited Financial Statements”); and (ii) the Company’s unaudited consolidated balance sheet as of March 31, 1999 and June 30, 20002018, and the notes to such financial statements, as prepared by the Company's accountants, PriceWaterhouse, n/k/a PricewaterhouseCoopers. The Company has also delivered to the Parent monthly balance sheets together with related consolidated statements of income, shareholders' cash flows and changes in members’ equity and cash flow as of for the end of each of the nine 3 months ending ended March 31, 20012018 and the corresponding periods for 2017 (the “Unaudited Financial Statements”, together with the Audited Financial Statements, the “Financial Statements”). All of such financial statements December 31, 2017 is referred to herein as the “Audited Balance Sheet Date”. (b) The Financial Statement (i) have been derived from the accounting books and records of the Company are referred to collectively and the Company Subsidiaries, (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the "Financial Statements". The notes thereto), except that the Unaudited Financial Statements have been prepared from on a consistent basis with prior interim periods, to the extent inconsistent with GAAP and are (iii) fairly present, in accordance with all material respects, the books and records of the Company, are true and correct and complete, and present fairly the consolidated financial condition, results of operations and, except with respect to unaudited interim financial statements, cash flows position of the Company and the Company Subsidiaries and the consolidated results of operations, members’ equity and cash flows as of the dates and for the respective periods indicatedindicated (subject, in each the case of the Unaudited Financial Statements, to normal year-end audit adjustments and the absence of notes, none of which individually or in conformity with GAAP consistently applied during such periods, except as otherwise stated in such financial statements or on Schedule 4.5, and except the aggregate are material to the extent that unaudited interim financial statements may be condensed Company or summary statements and may omit footnotes to its Subsidiaries). Neither the extent permitted by Rule 10.01(a)(5) Company nor any of its Subsidiaries maintains any “off balance sheet arrangement” within the meaning of Item 303 of Regulation S-X K of the Securities SEC. (c) The Company maintains internal controls over financial reporting that are designed to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and Exchange Commissionthat are designed to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s (or the Company Subsidiaries’) assets that could have a material effect on the Company’s financial statements. Except as and All significant deficiencies in the Company’s internal controls over financial reporting identified in the report from the Company’s independent auditors to the extent reflected Company Board dated as of March 23, 2018 have been remediated in all respects. There are no significant deficiencies or material weaknesses (as defined by the Public Company Accounting Oversight Board) in the Financial Statementsdesign or operation of the Company’s internal controls over financial reporting, which reasonably would be expected to adversely affect the Company’s ability to record, process, summarize and report financial information. Since January 1, 2015, the Company had at each such date no has not identified and has not been advised by the Company’s auditors of any fraud or allegation of fraud, whether or not material, that involves management or other employees of the Company who have a role in the Company’s or any of its Subsidiaries internal controls over financial reporting. (d) The Company and the Company Subsidiaries do not have any liabilities or obligations of any nature (whether accrued, absolute, contingent contingent, accrued or otherwise otherwise), except for those liabilities and whether due obligations (i) reflected or to become due). The books of account and other financial records reserved against in the last balance sheet contained in the Unaudited Financial Statements, (ii) incurred since the date of the Companybalance sheet included in the Unaudited Financial Statements in the ordinary course of business consistent with past practice, all of which have been made available to the Parent, are complete and correct and represent actual, bona fide transactions and have been maintained (iii) incurred in accordance with sound business practices and the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"), including the maintenance of an adequate system of internal controls. Attached to Schedule 4.5 are complete and correct copies of all letters from the Company's Auditors to the Company's board of directors or its audit committee during the 36 months preceding the execution of transactions contemplated by this Agreement, together with complete (iv) executory contract obligations under any Contract of the Company or its Subsidiaries or (v) that, individually or in the aggregate, would not reasonably be expected to be material to the Company and correct copies of all responses theretothe Company Subsidiaries, taken as a whole.

Financial Statements and Undisclosed Liabilities. The Company has delivered to the Parent audited Balance Sheets, income statements, cash flow statements and statements of shareholder's equity for the fiscal years ended June 30, 1997, June 30, 1998, June 30, 1999 and June 30, 2000, and the notes to such financial statements, as prepared by the Company's accountants, PriceWaterhouse, n/k/a PricewaterhouseCoopers. The Company has also delivered to the Parent monthly balance sheets together with related statements of income, shareholders' equity and cash flow as of the end of each of the nine months ending March 31, 2001. All of such financial statements of the Company are referred to collectively as the "Financial Statements". The Financial Statements have been prepared from and are in accordance with the books and records of the Company, are true and correct and complete, and present fairly the financial condition, results of operations and, except with respect to unaudited interim financial statements, cash flows of the Company as of the dates and for the periods indicated, in each case in conformity with GAAP consistently applied during such periods, except as otherwise stated in such financial statements or on Schedule 4.5, and except to the extent that unaudited interim financial statements may be condensed or summary statements and may omit footnotes to the extent permitted by Rule 10.01(a)(5) of Regulation S-X of the Securities and Exchange Commission. Except as and to the extent reflected in the Financial Statements, the Company had at each such date no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise and whether due or to become due). The books of account and other financial records of the Company, all of which have been made available to the Parent, are complete and correct and represent actual, bona fide transactions and have been maintained in accordance with sound business practices and the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange ActEXCHANGE ACT"), including the maintenance of an adequate system of internal controls. Attached to Schedule 4.5 are complete and correct copies of all letters from the Company's Auditors to the Company's board of directors or its audit committee during the 36 months preceding the execution of this Agreement, together with complete and correct copies of all responses thereto.

Financial Statements and Undisclosed Liabilities. The (a) Section 3.5 of the Company has delivered to Disclosure Letter sets forth true and correct copies of: (i) the Parent Company’s audited Balance Sheetsconsolidated balance sheets as of December 31, income statements2016, cash flow statements December 31, 2015 and December 31, 2014 and statements of shareholder's cash flows and changes in stockholders’ equity for the fiscal years ended December 31, 2016, December 31, 2015 and December 31, 2014 (the “Audited Financial Statements”); and (ii) the Company’s unaudited consolidated balance sheet as of June 30, 19972017 (the “Balance Sheet Date”), and the related statements of income or operations for the six months ended June 30, 19982017 (the “Unaudited Financial Statements”, June 30, 1999 and June 30, 2000, and the notes to such financial statements, as prepared by the Company's accountants, PriceWaterhouse, n/k/a PricewaterhouseCoopers. The Company has also delivered to the Parent monthly balance sheets together with related statements of income, shareholders' equity and cash flow as of the end of each of the nine months ending March 31, 2001. All of such financial statements of the Company are referred to collectively as the "Audited Financial Statements". , the “Financial Statements”). (b) The Financial Statements Statement (i) have been prepared derived from and are in accordance with the accounting books and records of the CompanyCompany and the Company Subsidiaries, are true (ii) 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 correct and complete(iii) fairly present, and present fairly in all material respects, the consolidated financial condition, results of operations and, except with respect to unaudited interim financial statements, cash flows position of the Company and the Company Subsidiaries and the consolidated results of operations, stockholders’ equity and cash flows as of the dates and for the respective periods indicatedindicated (subject, in each the case in conformity with GAAP consistently applied during such periods, except as otherwise stated in such financial statements or on Schedule 4.5, and except to the extent that unaudited interim financial statements may be condensed or summary statements and may omit footnotes to the extent permitted by Rule 10.01(a)(5) of Regulation S-X of the Securities and Exchange Commission. Except as and to the extent reflected in the Unaudited Financial Statements, to normal year-end audit adjustments and the absence of notes, none of which individually or in the aggregate are material). (c) The Company maintains internal controls over financial reporting that are designed to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company had at each such date no and the Company Subsidiaries are being made only in accordance with authorization of management and directors of the Company and that are designed to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s (or the Company Subsidiaries’) assets that could have a material effect on the Company’s financial statements. The Company is not aware of any deficiencies in the design or operation of the internal control over financial reporting. Since January 1, 2014, the Company has not identified and has not been advised by the Company’s auditors of any fraud or allegation of fraud, whether or not material, that involves management or other employees of the Company who have a role in the Company’s or any of its Subsidiaries internal controls over financial reporting. (d) The Company and the Company Subsidiaries do not have any liabilities or obligations of any nature (whether accrued, absolute, contingent contingent, accrued or otherwise and whether due or otherwise) that would be required to become due). The books of account and other financial records of the Company, all of which have been made available to the Parent, are complete and correct and represent actual, bona fide transactions and have been maintained be disclosed on balance sheet prepared in accordance with sound GAAP, except for those liabilities and obligations (i) reflected or reserved against in the last balance sheet contained in the Unaudited Financial Statements, (ii) incurred since the Balance Sheet Date in the ordinary course of business practices and consistent with past practice, (iii) incurred in accordance with the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"), including the maintenance of an adequate system of internal controls. Attached to Schedule 4.5 are complete and correct copies of all letters from the Company's Auditors to the Company's board of directors or its audit committee during the 36 months preceding the execution of transactions contemplated by this Agreement, together with complete (iv) that are executory obligations under Contracts, or (v) that, individually or in the aggregate, would not reasonably be expected to be material to the Company and correct copies of all responses theretothe Company Subsidiaries, taken as a whole.

Financial Statements and Undisclosed Liabilities. The Company has delivered to the Parent Purchaser audited Balance Sheets, income statements, cash flow statements and statements of shareholder's equity for the fiscal years ended June 30, 1997, June 30, 1998, June 30, 1999 and June 30, 2000, and the notes to such financial statements, as prepared by the Company's accountants, PriceWaterhouse, n/k/a PricewaterhouseCoopers. The Company has also delivered to the Parent Purchaser monthly balance sheets together with related statements of income, shareholders' equity and cash flow as of the end of each of the nine months ending March 31, 2001. All of such financial statements of the Company are referred to collectively as the "Financial Statements". The Financial Statements have been prepared from and are in accordance with the books and records of the Company, are true and correct and complete, and present fairly the financial condition, results of operations and, except with respect to unaudited interim financial statements, cash flows of the Company as of the dates and for the periods indicated, in each case in conformity with GAAP consistently applied during such periods, except as otherwise stated in such financial statements or on Schedule 4.5, and except to the extent that unaudited interim financial statements may be condensed or summary statements and may omit footnotes to the extent permitted by Rule 10.01(a)(5) of Regulation S-X of the Securities and Exchange Commission. Except as and to the extent reflected in the Financial Statements, the Company had at each such date no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise and whether due or to become due). The books of account and other financial records of the Company, all of which have been made available to the ParentPurchaser, are complete and correct and represent actual, bona fide transactions and have been maintained in accordance with sound business practices and the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934 (the "Exchange exchange Act"), including the maintenance of an adequate system of internal controls. Attached to Schedule 4.5 are complete and correct copies of all letters from the Company's Auditors to the Company's board of directors or its audit committee during the 36 months preceding the execution of this Agreement, together with complete and correct copies of all responses thereto.