Common use of Financial Statements and Undisclosed Liabilities Clause in Contracts

Financial Statements and Undisclosed Liabilities. (a) The Company has delivered to the Buyer its unaudited balance sheet (“Balance Sheet”) as of June 30, 2020 (the “Interim Date”) and its audited financial statements of the Company for the period ended December 31, 2020 (all of which financial statements are collectively referred to as “Interim Financial Statements”). The Interim Financial Statements and similar balance sheets and statements for periods subsequent to those covered by the Interim Financial Statements are hereinafter referred to as “Financial Statements.” (b) All of the Financial Statements: (i) are true and correct in all material respects 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, and (ii) have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with Company’s past practices. (c) The Company does not have any indebtedness, liability, claim or obligation of any nature, fixed or contingent, cxxxxx or inchoate, liquidated or unliquidated, secured or unsecured or otherwise of any kind or nature whatsoever, except: (i) as shown dollar for dollar on the Balance Sheet or incurred in the ordinary course of business on commercially reasonable terms subsequent to the Interim Date; or (ii) commercial obligations to perform pursuant to executory obligations not in default as disclosed pursuant to this Agreement. To the best of Sellers’ knowledge, there is no existing condition, situation or set of circumstances which will result in any such liabilities. (d) The accounts receivable shown on the Interim Financial Statements or those acquired after the Interim Date and not collected prior to the date hereof arose in the ordinary and normal course of business and represent accounts validly due for goods sold or services rendered or validly incurred indebtedness on the part of those obligated thereon, are fully collectible in the ordinary course of business in the aggregate face amounts thereof without offset or counterclaim, net of the reserve for doubtful accounts shown on the Balance Sheet, if any, which reserve, if any, has been determined on a basis which is consistent with prior periods, and there are no facts actually known to Sellers to cause an increase in such reserve. Notwithstanding the foregoing, The books of account of the Company reflect as of the dates shown thereon substantially all of its material items of income and expense, and all of its assets, liabilities, liens and accruals required to be reflected therein.

Financial Statements and Undisclosed Liabilities. (a) The Company has delivered to the Buyer its audited Financial Statement as of December 31, 2015 (the "Financial Statement Date"), and will provide its unaudited balance sheet (“Balance Sheet”) as of June 30, 2020 (2016, no later than the “Interim Date”) date of Closing, and its audited financial statements of income and retained earnings for each of the Company for three years or periods then ended, including, in each case, the period ended December 31, 2020 (all of which financial statements are collectively referred to as “Interim Financial Statements”)related notes. The Interim Financial Statements and similar balance sheets and statements for periods subsequent to those covered by the Interim Financial Statements are hereinafter referred to as “"Interim Financial Statements.”" (b) All of the Financial Statements: : (i) are true and correct present fairly in all material respects 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, and and (ii) have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with Company’s 's past practices. (c) The To the Seller’s Knowledge, the Company does not have any material indebtedness, liability, claim or obligation of any nature, fixed or contingent, cxxxxx xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured or otherwise of any kind or nature whatsoever, except: (i) as shown dollar for dollar on the Balance Sheet Financial Statement or incurred in the ordinary course of business on commercially reasonable terms subsequent to the Interim Date; or (ii) commercial obligations to perform pursuant to executory obligations not in default as disclosed pursuant to this Agreement. To the best of Sellers’ knowledgeSeller’s Knowledge, there is no existing condition, situation or set of circumstances which will would reasonably be expected to result in any such material liabilities. (d) The accounts receivable shown on the Interim Financial Statements or those acquired after the Interim Date and not collected prior to the date hereof arose in the ordinary and normal course of business and represent accounts validly due for goods sold or services rendered or validly incurred indebtedness on the part of those obligated thereon, are fully collectible in the ordinary course of business in the aggregate face amounts thereof without offset or counterclaim, net of the reserve for doubtful accounts shown on the Balance Sheet, if any, which reserve, if any, has been determined on a basis which is consistent with prior periods, and there are no facts actually known to Sellers to cause an increase in such reserve. Notwithstanding the foregoing, The books of account of the Company reflect as of the dates shown thereon substantially all of its material items of income and expense, and all of its assets, liabilities, liens and accruals required to be reflected therein.

Financial Statements and Undisclosed Liabilities. (a) The Company has delivered to the Buyer its unaudited balance sheet (“"Balance Sheet”") as of June 30, 2020 (the “Interim Date”) and its audited financial statements of the Company for the period ended December 31, 2020 (all of which financial statements are collectively referred to as “Interim Financial Statements”). The Interim Financial Statements 2011 and similar balance sheets 2010 and 2009, and statements of income and retained earnings for each of the three years or periods subsequent to those covered by then ended, including, in each case, the Interim Financial Statements are hereinafter referred to as “Financial Statementsrelated notes.” (b) All of the Financial Statements: (i) are true and correct in all material respects 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, and (ii) have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with Company’s 's past practices. (c) The Company does not have any indebtedness, liability, claim or obligation of any nature, fixed or contingent, cxxxxx xxxxxx or inchoate, liquidated or unliquidatedun-liquidated, secured or unsecured or otherwise of any kind or nature whatsoever, except: (i) as shown dollar for dollar on the Balance Sheet or incurred in the ordinary course of business on commercially reasonable terms subsequent to the Interim Date; or (ii) commercial obligations to perform pursuant to executory obligations not in default as disclosed pursuant to this Agreement. To the best of Sellers’ Seller’s knowledge, there is no existing condition, situation or set of circumstances which will result in any such liabilities. (d) The accounts receivable shown on the Interim Financial Statements or those acquired after the Interim Date and not collected prior to the date hereof arose in the ordinary and normal course of business and represent accounts validly due for goods sold or services rendered or validly incurred indebtedness on the part of those obligated thereon, are fully collectible in the ordinary course of business in the aggregate face amounts thereof without offset or counterclaim, net of the reserve for doubtful accounts shown on the Balance Sheet, if any, which reserve, if any, has been determined on a basis which is consistent with prior periods, and there are no facts actually known to Sellers to cause an increase in such reserve. Notwithstanding the foregoing, The books of account of the Company reflect as of the dates shown thereon substantially all of its material items of income and expense, and all of its assets, liabilities, liens and accruals required to be reflected therein.

Financial Statements and Undisclosed Liabilities. (a) The Company has delivered will deliver to the Buyer its unaudited balance sheet (“Balance Sheet”) audited Financial Statements as of June 30, 2020 2016 (the “Interim "Financial Statement Date”"), and will provide its unaudited balance sheet as of June 30, 2016, no later than sixty (60) days from the date of Closing, and its audited financial statements of income and retained earnings for each of the Company for two years or periods then ended, including, in each case, the period ended December 31, 2020 (all of which financial statements are collectively referred to as “Interim Financial Statements”)related notes. The Interim Financial Statements and similar balance sheets and statements for periods subsequent to those covered by the Interim Financial Statements are hereinafter referred to as “"Interim Financial Statements.”" (b) All of the Financial Statements: : (i) are true and correct present fairly in all material respects 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, and and (ii) have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with Company’s 's past practices. (c) The To the Sellers’ Knowledge, the Company does not have any material indebtedness, liability, claim or obligation of any nature, fixed or contingent, cxxxxx xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured or otherwise of any kind or nature whatsoever, except: (i) as shown dollar for dollar on the Balance Sheet Financial Statement or incurred in the ordinary course of business on commercially reasonable terms subsequent to the Interim Date; or (ii) commercial obligations to perform pursuant to executory obligations not in default DIGITALTOWN- REZSOURCE STOCK PURCHASE AGREEMENT - 8 as disclosed pursuant to this Agreement. To the best of Sellers’ knowledgeKnowledge, there is no existing condition, situation or set of circumstances which will would reasonably be expected to result in any such material liabilities. (d) The accounts receivable shown on the Interim Financial Statements or those acquired after the Interim Date and not collected prior to the date hereof arose in the ordinary and normal course of business and represent accounts validly due for goods sold or services rendered or validly incurred indebtedness on the part of those obligated thereon, are fully collectible in the ordinary course of business in the aggregate face amounts thereof without offset or counterclaim, net of the reserve for doubtful accounts shown on the Balance Sheet, if any, which reserve, if any, has been determined on a basis which is consistent with prior periods, and there are no facts actually known to Sellers to cause an increase in such reserve. Notwithstanding the foregoing, The books of account of the Company reflect as of the dates shown thereon substantially all of its material items of income and expense, and all of its assets, liabilities, liens and accruals required to be reflected therein.

Financial Statements and Undisclosed Liabilities. (a) The Company has delivered to the Buyer its unaudited [unaudited] balance sheet (“Balance Sheet”) as of June 30, 2020 [date] (the “Interim Date”) and its audited [unaudited] balance sheet as of [date], and statements of income and retained earnings for each of the [number] years or periods then ended, including, in each case, the related notes. In addition, the Company has delivered to the Buyer all unaudited financial statements of the Company for the period periods ended December 31[date], 2020 [date], [date] and [date], (all of which financial statements are collectively referred to as “Interim Financial Statements”). The Interim Financial Statements and similar balance sheets and statements for periods subsequent to those covered by the Interim Financial Statements are hereinafter referred to as “Financial Statements.” (b) All of the Financial Statements: (i) are true and correct in all material respects 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, and (ii) have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with Company’s past practices. (c) The Company does not have any indebtedness, liability, claim or obligation of any nature, fixed or contingent, cxxxxx or inchoate, liquidated or unliquidated, secured or unsecured or otherwise of any kind or nature whatsoever, except: (i) as shown dollar for dollar on the Balance Sheet or incurred in the ordinary course of business on commercially reasonable terms subsequent to the Interim Date; or (ii) commercial obligations to perform pursuant to executory obligations not in default as disclosed pursuant to this Agreement. To the best of Sellers’ Seller’s knowledge, there is no existing condition, situation or set of circumstances which that will result in any such liabilities. (d) The accounts receivable shown on the Interim Financial Statements or those acquired after the Interim Date and not collected prior to the date hereof arose in the ordinary and normal course of business and represent accounts validly due for goods sold or services rendered or validly incurred indebtedness on the part of those obligated thereon, are fully collectible in the ordinary course of business in the aggregate face amounts thereof without offset or counterclaim, net of the reserve for doubtful accounts shown on the Balance Sheet, if any, which reserve, if any, has been determined on a basis which is consistent with prior periods, and there are no facts actually known to Sellers to cause an increase in such reserve. Notwithstanding the foregoing, The books of account of the Company reflect as of the dates shown thereon substantially all of its material items of income and expense, and all of its assets, liabilities, liens and accruals required to be reflected therein.