Common use of Financial Statements; Books of Account Clause in Contracts

Financial Statements; Books of Account. (a) Seller has delivered to Buyer prior to the date hereof: (i) true, complete and correct copies of audited balance sheets of Seller as of December 31, 2006, December 31, 2005 and December 31, 2004, and the related statements of income and cash flows for the time periods then ended (collectively, the “Year-End Financials”); (ii) true, complete and correct copies of the unaudited balance sheet of Seller (the “Interim Balance Sheet”) as of June 23, 2007 and the related statements of income for the six-month period then ended (the “Interim Financial Statements,” and together with the Year-End Financials, the “Seller Financial Statements”); (iii) true, complete and correct copy of the balance sheet of the Business (the “Reference Balance Sheet”) as of June 23, 2007 (the “Reference Balance Sheet Date”), a copy of which is attached hereto as Exhibit 4.6(a)(iii); and (iv) true, complete and correct copy of the balance sheet of the Business (the “Current Balance Sheet”) as of September 22, 2007 (the “Current Balance Sheet Date”), a copy of which is attached hereto as Exhibit 4.6(a)(iv). (b) The Seller Financial Statements were prepared in accordance with GAAP (except, in the case of the Interim Financial Statements, for the absence of footnotes and certain period-end accruals, which are not in the aggregate material) and, subject to any qualifications set forth in the applicable notes and schedules, fairly present in all material respects the results of operations and financial condition of Seller, and the Purchased Assets and the Assumed Liabilities as of the dates indicated and for the periods covered. (c) The Reference Balance Sheet (i) was prepared in accordance with GAAP, except for the absence of footnotes and certain period-end accruals, which are not in the aggregate material), (ii) fairly presents in all material respects the Purchased Assets and the Assumed Liabilities as of the Reference Balance Sheet Date, and (iii) includes all Liabilities having a maturity date of less than twelve (12) months that would have been Assumed Liabilities after giving effect to the Transactions had the Closing occurred on the date of such Reference Balance Sheet. Except as described in Schedule 4.6, all Assumed Liabilities of the Business at the Reference Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Reference Balance Sheet. (d) The Current Balance Sheet (i) was prepared in accordance with GAAP, except for the absence of footnotes, (ii) fairly presents in all material respects the Purchased Assets and the Assumed Liabilities as of the Current Balance Sheet Date and (iii) does not include any Assets that are not intended to constitute part of the Business or the Purchased Assets after giving effect to the Transactions. Except as described in Schedule 4.6, all Assumed Liabilities of the Business at the Current Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Current Balance Sheet. (e) The books of account of Seller reflect, in accordance with GAAP, (i) all transactions relating to the Business or the Purchased Assets and (b) all items of income and expense, and all items of Assets, Liabilities and accruals relating to Seller. Seller has not engaged in any material transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of Seller.

Financial Statements; Books of Account. (a) Seller has delivered made available to Buyer prior to the date hereof: Purchaser copies of (i) true, complete and correct copies of audited the unaudited balance sheets of Seller as of December 31, 2006, at December 31, 2005 and December 31, 2004, 2004 and the related unaudited statements of income and cash flows of Seller for the time periods years then ended (collectivelyended, in each case, used in the “Year-End Financials”); preparation of the audited financial statements of MCI, Inc. for such periods, and (ii) true, complete and correct copies of the unaudited balance sheet of Seller (the “Interim Balance Sheet”) as of June 23at September 30, 2007 2006 and the related statements statement of income of Seller for the sixthree-month period then ended (such unaudited statements, including the related notes and schedules thereto, are referred to herein as the “Interim Financial Statements,” and together with the Year-End Financials, the “Seller Financial Statements”); (iii) true. Except as set forth in the notes thereto and as disclosed in Schedule 5.4(a), complete and correct copy each of the balance sheet of the Business (the “Reference Balance Sheet”) as of June 23, 2007 (the “Reference Balance Sheet Date”), a copy of which is attached hereto as Exhibit 4.6(a)(iii); and (iv) true, complete and correct copy of the balance sheet of the Business (the “Current Balance Sheet”) as of September 22, 2007 (the “Current Balance Sheet Date”), a copy of which is attached hereto as Exhibit 4.6(a)(iv). (b) The Seller Financial Statements were has been prepared in accordance with GAAP (except, in the case of the Interim Financial Statements, for the absence of footnotes consistently applied and certain period-end accruals, which are not in the aggregate material) and, subject to any qualifications set forth in the applicable notes and schedules, presents fairly present in all material respects the consolidated financial position, results of operations and financial condition cash flows of Seller, Seller and the Purchased Assets and the Assumed Liabilities its Subsidiaries as of at the dates indicated and for the periods coveredindicated therein. For the purposes hereof, the unaudited balance sheet of Seller as at September 30, 2006 is referred to as the “Balance Sheet” and September 30, 2006 is referred to as the “Balance Sheet Date.” (b) Except as set forth on Schedule 5.4(b), the books, records and accounts of Seller accurately and fairly reflect, in all material aspects, the transactions and the assets and liabilities of Seller relating to the Business. Seller maintains a system of internal accounting control sufficient all material aspects to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) access to assets, properties, books, records and accounts is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) The Reference Except as set forth in Schedule 5.5(a), Seller does not have any material Liabilities of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except liabilities that (i) are reflected or disclosed in Balance Sheet (i) was prepared in accordance with GAAP, except for the absence of footnotes and certain period-end accruals, which are whether or not required under GAAP to be disclosed in the aggregate materialBalance Sheet or the notes thereof), (ii) fairly presents in all material respects were incurred after the Purchased Assets and the Assumed Liabilities as of the Reference Balance Sheet Date, and Date in the Ordinary Course of Business or (iii) includes all Liabilities having a maturity date of less than twelve (12) months that would have been Assumed Liabilities after giving effect to the Transactions had the Closing occurred on the date of such Reference Balance Sheet. Except as described are set forth in Schedule 4.6, all Assumed Liabilities of the Business at the Reference Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Reference Balance Sheet5.4(c) hereto. (d) The Current Balance Sheet (i) was prepared in accordance with GAAP, except for the absence of footnotes, (ii) fairly presents in all material respects the Purchased Assets and the Assumed Liabilities as of the Current Balance Sheet Date and (iii) does not include any Assets that are not intended to constitute part of the Business or the Purchased Assets after giving effect to the Transactions. Except as described in Schedule 4.6, all Assumed Liabilities of the Business at the Current Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Current Balance Sheet. (e) The books of account of Seller reflect, in accordance with GAAP, (i) all transactions relating to the Business or the Purchased Assets and (b) all items of income and expense, and all items of Assets, Liabilities and accruals relating to Seller. Seller has not engaged in any material transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of Seller.

Financial Statements; Books of Account. (a) Seller has delivered to Buyer prior to the date hereof: (i) true, complete and correct copies of audited reviewed balance sheets of Seller as of December 31, 20062007, December 31, 2005 2006 and December 31, 20042005, and the related statements of income income, retained earnings and cash flows for the time periods then ended (collectively, the “Year-End Financials”);; and (ii) true, complete and correct copies of the unaudited balance sheet of Seller as of June 30, 2008 (the “Interim Current Balance SheetSheet Date”) as of June 23, 2007 and the related statements of income income, retained earnings and cash flows for the six-month period then ended (the “Interim Financial Statements,” Current Balance Sheet”, and together with the Year-End Financials, the “Seller Financial Statements”); (iii) true, complete and correct copy of the balance sheet of the Business (the “Reference Balance Sheet”) as of June 23, 2007 (the “Reference Balance Sheet Date”), a copy of which is attached hereto as Exhibit 4.6(a)(iii); and (iv) true, complete and correct copy of the balance sheet of the Business (the “Current Balance Sheet”) as of September 22, 2007 (the “Current Balance Sheet Date”), a copy of which is attached hereto as Exhibit 4.6(a)(iv). (b) The Seller Financial Statements were prepared in accordance with GAAP (exceptthe Statements on Standards for Accounting and Review Services, in issued by the case American Institute of the Interim Financial StatementsCertified Public Accountants, for the absence of footnotes and certain period-end accruals, which are not in the aggregate material) and, subject to any qualifications set forth in the applicable notes and schedules, fairly present in all material respects the results of operations and financial condition of Seller, and the Purchased Assets and the Assumed Liabilities as of the dates indicated and for the periods covered. (c) The Reference Except as described in Schedule 4.6, the Current Balance Sheet (i) was prepared in accordance with GAAP, except for the absence of footnotes and certain period-end accruals, which are not in the aggregate material), (ii) fairly presents in all material respects the Purchased Assets and the Assumed Liabilities as of the Reference Balance Sheet Date, and (iii) includes all Liabilities having a maturity date of less than twelve (12) months that would have been Assumed Liabilities after giving effect to the Transactions had the Closing occurred on the date of such Reference Balance Sheet. Except as described in Schedule 4.6, all Assumed Liabilities financial condition of the Business at the Reference Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Reference Balance Sheet. (d) The Current Balance Sheet (i) was prepared in accordance with GAAP, except for the absence of footnotes, (ii) fairly presents in all material respects and the Purchased Assets and the Assumed Liabilities as of the Current Balance Sheet Date and (iiiii) does not include any Assets that are not intended to constitute part of the Business or the Purchased Assets after giving effect to the Transactions. Except as described in Schedule 4.6, all Assumed Liabilities of the Business at the Current Balance Sheet Date required to be reflected or reserved in accordance with the Statements on Standards for Accounting and Review Services, issued by GAAP the American Institute of Certified Public Accountants, are fully reflected or reserved for in the Current Balance Sheet. (ed) The books of account of Seller reflect, in accordance with GAAPthe Statements on Standards for Accounting and Review Services, issued by the American Institute of Certified Public Accountants, (i) all transactions relating to the Business or the Purchased Assets and (b) all items of income and expense, and all items of Assets, Liabilities and accruals relating to Seller. Seller has not engaged in any material transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of Seller.

Financial Statements; Books of Account. (a) Seller Target has delivered to Buyer prior to the date hereof: Acquiror (ia) true, complete and correct copies of Target's audited balance sheets of Seller as of December 31September 30, 20062002, December 31, 2005 2001 and December 31, 2004, 2000 and the related audited statements of income income, changes in stockholders' equity and cash flows for the time periods years then ended (collectively, the “Year-End Financials”"Audited Financial Statements"); ; and (iib) true, complete and correct copies of the Target's unaudited balance sheet as of Seller December 31, 2002 (the “"Interim Balance Sheet”) as of June 23, 2007 " and the related statements date of the Interim Balance Sheet is the "Interim Balance Sheet Date") and statement of income for the six3-month period then ended (such income statement, together with the “Interim Balance Sheet, the "Interim Financial Statements,” and together " and, collectively with the Year-End FinancialsAudited Financial Statements, the “Seller "Target Financial Statements”"); (iii) true, complete and correct copy of the balance sheet of the Business (the “Reference Balance Sheet”) as of June 23, 2007 (the “Reference Balance Sheet Date”), a copy of which is attached hereto as Exhibit 4.6(a)(iii); and (iv) true, complete and correct copy of the balance sheet of the Business (the “Current Balance Sheet”) as of September 22, 2007 (the “Current Balance Sheet Date”), a copy of which is attached hereto as Exhibit 4.6(a)(iv). (b) The Seller . Target Financial Statements were have been prepared in accordance with GAAP (exceptGAAP, subject to, in the case of the Interim Financial Statements, for the absence omission of footnotes footnote information and certain periodnormal year-end accruals, which are not in the aggregate material) and, subject to any qualifications set forth in the applicable notes and schedules, adjustments. The Target Financial Statements present fairly present in all material respects the results financial position of operations and financial condition of Seller, and the Purchased Assets and the Assumed Liabilities Target as of the dates indicated thereof and the results of its operations and cash flows (in the case of the Audited Financial Statements) for the periods covered. (c) The Reference Balance Sheet (i) was prepared then ended, in each case in accordance with GAAP, except for the absence of footnotes and certain period-end accrualsfor, which are not in the aggregate material)case of Interim Financial Statements, (ii) fairly presents the omission of footnote information and normal year end adjustments. Except as set forth in Section 4.06 of the Disclosure Schedule, the books of account of Target reflect in all material respects the Purchased Assets its items of income and the Assumed Liabilities as of the Reference Balance Sheet Date, expense and (iii) includes all Liabilities having a maturity date of less than twelve (12) months that would have been Assumed Liabilities after giving effect to the Transactions had the Closing occurred on the date of such Reference Balance Sheet. Except as described in Schedule 4.6, all Assumed Liabilities of the Business at the Reference Balance Sheet Date assets and liabilities required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Reference Balance Sheet. (d) The Current Balance Sheet (i) was prepared therein in accordance with GAAP, except for the absence of footnotes, (ii) fairly presents in all material respects the Purchased Assets and the Assumed Liabilities as of the Current Balance Sheet Date and (iii) does not include any Assets that are not intended to constitute part of the Business or the Purchased Assets after giving effect to the Transactions. Except as described in Schedule 4.6, all Assumed Liabilities of the Business at the Current Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Current Balance Sheet. (e) The books of account of Seller reflect, in accordance with GAAP, (i) all transactions relating to the Business or the Purchased Assets and (b) all items of income and expense, and all items of Assets, Liabilities and accruals relating to Seller. Seller has not engaged in any material transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of Seller.

Financial Statements; Books of Account. (a) Seller has delivered to Buyer prior to the date hereof: (i) true, complete and correct copies of audited balance sheets of Seller as of December 31, 2006, December 31, 2005 and December 31, 2004, and the related statements of income and cash flows for the time periods then ended (collectively, the “Year-End Financials”); (ii) true, complete True and correct copies of the following financial statements have been delivered to Buyer and are attached hereto as Schedule 6.5(a): (i) the unaudited balance sheet and statements of income of the Business as of and for the fiscal year ended December 31, 2005 (“2005 Financial Statements”), and (ii) the unaudited balance sheet of Seller the Business as of March 31, 2006 (the “Interim Balance Sheet” and such date of the Balance Sheet, the “Balance Sheet Date”) as of June 23), 2007 and the related statements unaudited statement of income for the six-three- month period then ended (the “Interim Financial Statements,” and together with the Year-End Financials2005 Financial Statements, the “Seller Financial Statements”); (iii) true. The Seller Financial Statements have been prepared by management in accordance with GAAP applied on a consistent basis in accordance with the past practices of Seller and fairly present, complete and correct copy in all material respects, the financial position, results of the balance sheet operation of the Business (the “Reference Balance Sheet”) as of June 23the date and for the period indicated, 2007 (except for customary adjustments of the “Reference Balance Sheet Date”), a copy normal recurring type which would not be material to the Business in the aggregate and the absence of which is attached hereto as Exhibit 4.6(a)(iii); and (iv) true, complete footnote disclosures. The Seller Financial Statements were derived from the books and records of the Seller and are true and correct copy and present fairly and accurately the financial condition and operating results of the balance sheet Seller relating to the Business in all material respects. There has been no change since January 1, 2003 in the accounting methods, principles, practices and policies for preparation of the Business (financial statements of the “Current Balance Sheet”) as Seller with respect to the Business, including, without limitation, the accounting policies for establishing and maintaining reserves. The Seller is not aware of September 22any loss contingency that is required in accordance with GAAP to be recorded or disclosed in the Seller Financial Statements, 2007 (the “Current Balance Sheet Date”), a copy of which is attached hereto as Exhibit 4.6(a)(iv)but has not be so recorded or disclosed. (b) Except as set forth on Schedule 6.5(b), the books, records and accounts of the Seller accurately and fairly reflect, in reasonable detail, the transactions and the assets and liabilities of the Seller relating to the Business. The Seller Financial Statements were prepared maintains a system of internal accounting control sufficient to provide reasonable assurances that (i) transactions are executed in accordance with GAAP (except, in the case of the Interim Financial Statements, for the absence of footnotes and certain period-end accruals, which are not in the aggregate material) and, subject to any qualifications set forth in the applicable notes and schedules, fairly present in all material respects the results of operations and financial condition of Seller, and the Purchased Assets and the Assumed Liabilities as of the dates indicated and for the periods covered. (c) The Reference Balance Sheet (i) was prepared in accordance with GAAP, except for the absence of footnotes and certain period-end accruals, which are not in the aggregate material)management’s general or specific authorizations, (ii) fairly presents transactions are recorded as necessary to permit preparation of financial statements in all material respects conformity with GAAP on a consistent basis in accordance with the Purchased Assets past practices of Seller, (iii) access to assets, properties, books, records and the Assumed Liabilities as of the Reference Balance Sheet Dateaccounts is permitted only in accordance with management’s general or specific authorization, and (iiiiv) includes all Liabilities having a maturity date of less than twelve (12) months that would have been Assumed Liabilities after giving effect the recorded accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to the Transactions had the Closing occurred on the date of such Reference Balance Sheet. Except as described in Schedule 4.6, all Assumed Liabilities of the Business at the Reference Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Reference Balance Sheetany differences. (d) The Current Balance Sheet (i) was prepared in accordance with GAAP, except for the absence of footnotes, (ii) fairly presents in all material respects the Purchased Assets and the Assumed Liabilities as of the Current Balance Sheet Date and (iii) does not include any Assets that are not intended to constitute part of the Business or the Purchased Assets after giving effect to the Transactions. Except as described in Schedule 4.6, all Assumed Liabilities of the Business at the Current Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Current Balance Sheet. (e) The books of account of Seller reflect, in accordance with GAAP, (i) all transactions relating to the Business or the Purchased Assets and (b) all items of income and expense, and all items of Assets, Liabilities and accruals relating to Seller. Seller has not engaged in any material transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of Seller.

Financial Statements; Books of Account. (a) Seller The Company has delivered made available to Buyer prior to Parent the date hereof: following financial statements (collectively, the “Financial Statements”): (i) true, complete and correct copies of audited consolidated balance sheets of Seller as of December 31, 2006, December 31, 2005 2003 and December 31, 2004, 2002 and the related audited consolidated statements of income operations, stockholders’ equity (deficiency) and cash flows for the time periods then years ended December 31, 2003 and December 31, 2002 and for the period from February 9, 2001 (collectivelydate operations commenced) through December 31, 2001 of the Company and its Subsidiaries (the “Year-End FinancialsAudited Financial Statements”); ; and (ii) true, complete an unaudited consolidated balance sheet and correct copies statements of operations and cash flows of the unaudited balance sheet of Seller Company and its Subsidiaries (the “Interim Balance SheetMost Recent Financial Statements”) as of June 23, 2007 and the related statements of income for the six-month period then nine months ended September 25, 2004 (the “Interim Financial Statements,” and together with the Year-End Financialssuch date, the “Seller Financial Statements”); (iii) true, complete and correct copy of the balance sheet of the Business (the “Reference Balance Sheet”) as of June 23, 2007 (the “Reference Balance Sheet Date”), . The Financial Statements (including the footnotes thereto) have been prepared in accordance with GAAP applied on a copy of which is attached hereto as Exhibit 4.6(a)(iii); and (iv) true, complete consistent basis throughout the periods covered thereby and correct copy present fairly in all material respects the financial position of the balance sheet Company and its Subsidiaries as of such dates and the results of operations and cash flows of the Business (Company and its Subsidiaries for such periods; provided, however, that the “Current Balance Sheet”) as of September 22, 2007 (the “Current Balance Sheet Date”), a copy of which is attached hereto as Exhibit 4.6(a)(iv)Most Recent Financial Statements are subject to normal year-end adjustments and lack footnotes and other presentation items. (b) The Seller Financial Statements were prepared in accordance with GAAP (except, in the case of the Interim Financial Statements, for the absence of footnotes and certain period-end accruals, which are not in the aggregate material) and, subject to any qualifications set forth in the applicable notes and schedules, fairly present in all material respects the results of operations and financial condition of Seller, and the Purchased Assets and the Assumed Liabilities as of the dates indicated and for the periods covered. (c) The Reference Balance Sheet (i) was prepared in accordance with GAAP, except for the absence of footnotes and certain period-end accruals, which are not in the aggregate material), (ii) fairly presents in all material respects the Purchased Assets and the Assumed Liabilities as of the Reference Balance Sheet Date, and (iii) includes all Liabilities having a maturity date of less than twelve (12) months that would have been Assumed Liabilities after giving effect to the Transactions had the Closing occurred on the date of such Reference Balance Sheet. Except as described in Schedule 4.6, all Assumed Liabilities of the Business at the Reference Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Reference Balance Sheet. (d) The Current Balance Sheet (i) was prepared in accordance with GAAP, except for the absence of footnotes, (ii) fairly presents in all material respects the Purchased Assets and the Assumed Liabilities as of the Current Balance Sheet Date and (iii) does not include any Assets that are not intended to constitute part of the Business or the Purchased Assets after giving effect to the Transactions. Except as described in Schedule 4.6, all Assumed Liabilities of the Business at the Current Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Current Balance Sheet. (e) The books of account of Seller reflectthe Company fairly reflect in all material respects, in accordance with GAAP, consistently applied with the Audited Financial Statements, (ia) all transactions relating to the Business or the Purchased Assets Company and (b) all items of income and expense, assets and all items of Assets, Liabilities liabilities and accruals relating to Sellerthe Company. Seller The Company has not engaged in any material transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of Sellerthe Company.

Financial Statements; Books of Account. of the Disclosure Schedule includes (a) Seller has delivered to Buyer prior to the date hereof: (i) true, complete and correct copies of Target's audited consolidated balance sheets of Seller as of December 31, 20062000, December 31, 2005 1999 and December 31, 2004, 1998 and the related audited consolidated statements of income operations, changes in stockholders' and members' equity and cash flows for the time periods years then ended (collectively, the “Year-End Financials”"Audited Financial Statements"); ; (iib) true, complete and correct copies of the Target's unaudited consolidated balance sheet as of Seller September 30, 2001 (the “"Interim Balance Sheet”) as of June 23, 2007 "; and the related date thereof, the "Interim Balance Sheet Date") and consolidated statements of income operations and cash flows for the six9-month period then ended (such income and cash flow statements, together with the “Interim Balance Sheet, the "Interim Financial Statements,” "); and together (c) a true, correct and complete copy of Target's unaudited consolidated balance sheet as of October 31, 2001 (the "10/31 Balance Sheet" and, collectively with the Year-End FinancialsAudited Financial Statements and the Interim Financial Statements, the “Seller "Target Financial Statements”"); (iii) true, complete and correct copy of the balance sheet of the Business (the “Reference Balance Sheet”) as of June 23, 2007 (the “Reference Balance Sheet Date”), a copy of which is attached hereto as Exhibit 4.6(a)(iii); and (iv) true, complete and correct copy of the balance sheet of the Business (the “Current Balance Sheet”) as of September 22, 2007 (the “Current Balance Sheet Date”), a copy of which is attached hereto as Exhibit 4.6(a)(iv). (b) . The Seller Target Financial Statements were have been prepared in accordance with GAAP (exceptGAAP, subject to, in the case of the Interim Financial StatementsStatements and the 10/31 Balance Sheet, for the absence omission of footnotes and certain period-end accruals, which are not in the aggregate material) and, subject to any qualifications set forth in the applicable notes and schedules, footnote information. The Target Financial Statements present fairly present in all material respects the results financial position of operations and financial condition of Seller, and the Purchased Assets and the Assumed Liabilities Target as of the dates indicated thereof and, in the case of the Audited Financial Statements and the Interim Financial Statements, the results of its operations and cash flows for the periods covered. (c) The Reference Balance Sheet (i) was prepared then ended, in each case in accordance with GAAP, except for the absence of footnotes and certain period-end accrualsfor, which are not in the aggregate material), (ii) fairly presents in all material respects the Purchased Assets case of Interim Financial Statements and the Assumed Liabilities as of the Reference Balance Sheet Date, and (iii) includes all Liabilities having a maturity date of less than twelve (12) months that would have been Assumed Liabilities after giving effect to the Transactions had the Closing occurred on the date of such Reference 10/31 Balance Sheet, the omission of footnote information. Except as described in Schedule 4.6, all Assumed Liabilities of the Business at the Reference Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Reference Balance Sheet. (d) The Current Balance Sheet (i) was prepared in accordance with GAAP, except for the absence of footnotes, (ii) fairly presents in all material respects the Purchased Assets and the Assumed Liabilities as of the Current Balance Sheet Date and (iii) does not include any Assets that are not intended to constitute part of the Business or the Purchased Assets after giving effect to the Transactions. Except as described in Schedule 4.6, all Assumed Liabilities of the Business at the Current Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Current Balance Sheet. (e) The books of account of Seller reflect, each Target Group Member reflect in accordance with GAAP, (i) all transactions relating to the Business or the Purchased Assets and (b) material respects all of its items of income and expense, and all items of Assetsits Assets and Liabilities, Liabilities and accruals relating required to Seller. Seller has not engaged be reflected therein in any material transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of Selleraccordance with GAAP.

Financial Statements; Books of Account. Section 3.06 of the Disclosure Schedule includes (a) Seller has delivered to Buyer prior to the date hereof: (i) true, complete and correct copies of B2e’s audited consolidated balance sheets of Seller as of December 31, 2006, December 31, 2005 2002 and December 31, 2004, and the related audited consolidated statements of income operations, changes in stockholders’ equity and cash flows for the time periods year then ended and true, complete and correct copies of B2e’s draft consolidated balance sheets as of December 31, 2003 and consolidated statements of operations, changes in stockholders’ equity and cash flows for the year then ended, for which B2e’ auditors will issue as audited statements without further adjustment in accordance with Section 5.07 (collectively, the “Year-End FinancialsAudited Financial Statements”); ; (iib) true, complete and correct copies of the B2e’s unaudited consolidated balance sheet sheets as of Seller March 31, 2004 and June 30, 2004 (the “Interim Balance SheetSheets”; and the date thereof, the “Interim Balance Sheet Dates”) as of June 23, 2007 and the related consolidated statements of income operations and cash flows for the six3-month period and 6-month periods then ended (such income and cash flow statements, together with the Interim Balance Sheet, the “Interim Financial Statements,”); and (c) a true, correct and complete copy of B2e’s unaudited consolidated balance sheet as of May 31, 2004 (the “5/31 Balance Sheet” and together and, collectively with the Year-End FinancialsAudited Financial Statements and the Interim Financial Statements, the “Seller B2e Financial Statements”); (iii) true, complete and correct copy of the balance sheet of the Business (the “Reference Balance Sheet”) as of June 23, 2007 (the “Reference Balance Sheet Date”), a copy of which is attached hereto as Exhibit 4.6(a)(iii); and (iv) true, complete and correct copy of the balance sheet of the Business (the “Current Balance Sheet”) as of September 22, 2007 (the “Current Balance Sheet Date”), a copy of which is attached hereto as Exhibit 4.6(a)(iv). (b) . The Seller B2e Financial Statements were have been prepared in accordance with GAAP (exceptGAAP, subject to, in the case of the Interim Financial StatementsStatements and the 5/31 Balance Sheet, for the absence omission of footnotes and certain period-end accruals, which are not in the aggregate material) and, subject to any qualifications set forth in the applicable notes and schedules, footnote information. B2e Financial Statements present fairly present in all material respects the results financial position of operations and financial condition of Seller, and the Purchased Assets and the Assumed Liabilities B2e as of the dates indicated thereof and, in the case of the Audited Financial Statements and the Interim Financial Statements, the results of its operations and cash flows for the periods covered. (c) The Reference Balance Sheet (i) was prepared then ended, in each case in accordance with GAAP, except for the absence of footnotes and certain period-end accrualsfor, which are not in the aggregate material)case of Interim Financial Statements and the 5/31 Balance Sheet, (ii) fairly presents the omission of footnote information. The books of account, including all ancillary work papers, of each B2e Group Member reflect in all material respects the Purchased Assets and the Assumed Liabilities as all of the Reference Balance Sheet Date, and (iii) includes all Liabilities having a maturity date of less than twelve (12) months that would have been Assumed Liabilities after giving effect to the Transactions had the Closing occurred on the date of such Reference Balance Sheet. Except as described in Schedule 4.6, all Assumed Liabilities of the Business at the Reference Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Reference Balance Sheet. (d) The Current Balance Sheet (i) was prepared in accordance with GAAP, except for the absence of footnotes, (ii) fairly presents in all material respects the Purchased Assets and the Assumed Liabilities as of the Current Balance Sheet Date and (iii) does not include any Assets that are not intended to constitute part of the Business or the Purchased Assets after giving effect to the Transactions. Except as described in Schedule 4.6, all Assumed Liabilities of the Business at the Current Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Current Balance Sheet. (e) The books of account of Seller reflect, in accordance with GAAP, (i) all transactions relating to the Business or the Purchased Assets and (b) all its items of income and expense, and all items of Assetsits Assets and Liabilities, Liabilities and accruals relating required to Seller. Seller has not engaged be reflected therein in any material transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of Selleraccordance with GAAP.

Financial Statements; Books of Account. Section 3.06(a) of the Disclosure Schedule includes (a) Seller has delivered to Buyer prior to the date hereof: (i) true, complete and correct copies of Tigris’s audited consolidated balance sheets of Seller as of December 31, 2006, December 31, 2005 2001 and December 31, 2004, 2002 and the related audited consolidated statements of income operations, changes in stockholders’ and members’ equity and cash flows for the time periods years then ended (collectively, the “Year-End FinancialsAudited Financial Statements”); ; (iib) true, complete and correct copies of the Tigris’s unaudited consolidated balance sheet as of Seller December 31, 2003 (the “Interim Balance Sheet;” and the date thereof, the “Interim Balance Sheet Date”) as of June 23, 2007 and the related consolidated statements of income operations and cash flows for the six12-month period then ended (such income and cash flow statements, together with the Interim Balance Sheet, the “Interim Financial Statements,” and together and, collectively with the Year-End FinancialsAudited Financial Statements and the Interim Balance Sheet, the “Seller Tigris Financial Statements”); (iii. Except as set forth on Section 3.06(b) true, complete and correct copy of the balance sheet of Disclosure Schedule, the Business (the “Reference Balance Sheet”) as of June 23, 2007 (the “Reference Balance Sheet Date”), a copy of which is attached hereto as Exhibit 4.6(a)(iii); and (iv) true, complete and correct copy of the balance sheet of the Business (the “Current Balance Sheet”) as of September 22, 2007 (the “Current Balance Sheet Date”), a copy of which is attached hereto as Exhibit 4.6(a)(iv). (b) The Seller Tigris Financial Statements were have been prepared in accordance with GAAP (exceptGAAP, subject to, in the case of the Interim Financial Statements, for the absence of footnotes and certain periodnormal year-end accruals, which are not in adjustments and the aggregate material) and, subject to any qualifications omission of footnote information. Except as set forth in on Section 3.06(b) of the applicable notes and schedulesDisclosure Schedule, the Tigris Financial Statements present fairly present in all material respects the results financial position of operations and financial condition of Seller, and the Purchased Assets and the Assumed Liabilities Tigris as of the dates indicated thereof and, in the case of the Audited Financial Statements and the Interim Financial Statements, the results of its operations and cash flows for the periods covered. (c) The Reference Balance Sheet (i) was prepared then ended, in each case in accordance with GAAP, except for the absence of footnotes and certain period-end accrualsfor, which are not in the aggregate material)case of Interim Financial Statements, (ii) fairly presents in all material respects the Purchased Assets and the Assumed Liabilities as omission of the Reference Balance Sheet Date, and (iii) includes all Liabilities having a maturity date of less than twelve (12) months that would have been Assumed Liabilities after giving effect to the Transactions had the Closing occurred on the date of such Reference Balance Sheetfootnote information. Except as described in Schedule 4.6, all Assumed Liabilities of the Business at the Reference Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Reference Balance Sheet. (d) The Current Balance Sheet (i) was prepared in accordance with GAAP, except for the absence of footnotes, (ii) fairly presents in all material respects the Purchased Assets and the Assumed Liabilities as of the Current Balance Sheet Date and (iii) does not include any Assets that are not intended to constitute part of the Business or the Purchased Assets after giving effect to the Transactions. Except as described in Schedule 4.6, all Assumed Liabilities of the Business at the Current Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Current Balance Sheet. (e) The books of account of Seller reflect, each Tigris Group Member reflect in accordance with GAAP, (i) all transactions relating to the Business or the Purchased Assets and (b) material respects all of its items of income and expense, and all items of Assetsits Assets and Liabilities, Liabilities and accruals relating required to Seller. Seller has not engaged be reflected therein in any material transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of Selleraccordance with GAAP.

Financial Statements; Books of Account. (a) The Seller has delivered to Buyer Purchaser prior to the date hereof: hereof correct and complete copies of (i) truethe audited financial statements (including balance sheet, complete statements of operations and correct copies member’s equity and statement of audited cash flows) of PharmaStar and PersonifilRx for the fiscal years ended December 31, 2019 and 2018, (ii) the unaudited balance sheets of Seller PharmaStar and PersonifilRx as of December August 31, 2006, December 31, 2005 and December 31, 2004, 2020 and the related unaudited income statements of income and cash flows for the time respective eight (8)-month periods then ended (collectively, the “Year-End Financials”); (ii) true, complete and correct copies of the unaudited balance sheet of Seller (the “Interim Balance Sheet”) as of June 23, 2007 and the related statements of income for the six-month period then ended (the “Interim Financial Statements,” and together with the Year-End Financials, the “Seller Financial Statements”); (iii) true, complete and correct copy of the balance sheet of the Business (the “Reference Balance Sheet”) as of June 23, 2007 (the “Reference Balance Sheet Date”), a copy of which is attached hereto as Exhibit 4.6(a)(iii); and (iv) true, complete and correct copy of the balance sheet of the Business (the “Current Balance Sheet”) as of September 22, 2007 (the “Current Balance Sheet Date”), a copy of which is attached hereto as Exhibit 4.6(a)(iv). (b) . The Seller Financial Statements were have been prepared in accordance with GAAP (exceptGAAP, in except that the case unaudited Financial Statements may not contain all footnotes required by GAAP. The Financial Statements are consistent with the books and records of the Interim Financial StatementsCompany and its Subsidiaries, for the absence of footnotes and certain period-end accruals, which are not in the aggregate material) and, subject to any qualifications set forth in the applicable notes and schedules, fairly present in all material respects the financial condition and results of operations of the Company and financial condition of Seller, and the Purchased Assets and the Assumed Liabilities its Subsidiaries as of the dates indicated dates, and for the periods coveredperiods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments which are not material. The balance sheets of PharmaStar and PersonifilRx as of August 31, 2020 are referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date.” (b) No financial statements of any Person other than the Company are required by GAAP to be included in the financial statements of the Company. Neither the Company nor any its Subsidiaries has extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any of its respective directors, managers or executive officers (or equivalent thereof). Neither the Company nor any of its Subsidiaries is a party to any off-balance sheet arrangements that could have a current or future Material Adverse Effect upon the Company’s consolidated financial condition or results of operations. (c) The Reference Balance Sheet (i) was prepared in accordance with GAAP, except for the absence of footnotes and certain period-end accruals, which are not in the aggregate material), (ii) fairly presents in all material respects the Purchased Assets and the Assumed Liabilities as of the Reference Balance Sheet Date, and (iii) includes all Liabilities having a maturity date of less than twelve (12) months that would have been Assumed Liabilities after giving effect to the Transactions had the Closing occurred on the date of such Reference Balance Sheet. Except as described in on Schedule 4.65.8(c), all Assumed Liabilities of the Business at the Reference Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Reference Balance Sheet. (d) The Current Balance Sheet (i) was prepared in accordance with GAAP, except for the absence of footnotes, (ii) fairly presents in all material respects the Purchased Assets and the Assumed Liabilities as of the Current Balance Sheet Date and (iii) does not include any Assets that are not intended to constitute part of the Business or the Purchased Assets after giving effect to the Transactions. Except as described in Schedule 4.6, all Assumed Liabilities of the Business at the Current Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Current Balance Sheet. (e) The books of account of Seller reflectthe Company fairly reflect in all material respects, in accordance with GAAP, (i) all transactions relating to the Business or the Purchased Assets Company and (bii) all items of income and expense, Assets and all items of Assets, Liabilities and accruals relating to Sellerthe Company. Seller The Company has not never engaged in any material transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of Sellerthe Company. (d) The Company maintains a standard system of internal accounting controls established and administered in accordance with GAAP that is sufficient to provide reasonable assurance that (i) all transactions are executed in accordance with management’s general or specific authorizations, (ii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and any other applicable Laws and to maintain proper accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.