Common use of Financial Statements; Debt Clause in Contracts

Financial Statements; Debt. (a) The consolidated financial statements (including the notes thereto) contained in the Company Registration Statement (collectively, the “Financial Statements”), at the time filed (i) were prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC) and (ii) fairly presented in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates therein indicated and the consolidated results of the Company’s and the Subsidiaries’ operations and cash flows for the periods therein specified (subject, in the case of unaudited interim period financial statements, to the absence of footnotes and to normal recurring year-end audit adjustments). (b) The balance sheet of the Company as of April 30, 2018 (the “Company Balance Sheet Date”) contained in the Company Registration Statement is hereinafter referred to as the “Company Balance Sheet.” Neither the Company nor any Subsidiary has any liabilities of any nature other than (i) those set forth or adequately provided for in the Company Balance Sheet as of the Company Balance Sheet Date, (ii) those incurred in the conduct of the Company’s and any Subsidiary’s business since the Company Balance Sheet Date in the ordinary course consistent with past practice, (iii) those incurred by the Company in connection with the execution of this Agreement and (iv) Liabilities that would not, individually or in the aggregate, reasonably be expect to have a Material Adverse Effect. (c) Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, correct and complete list of each agreement governing all Company Debt (other than immaterial amounts of Company Debt in the ordinary course of business or for the deferred purchase price of property, if any) outstanding as of the Agreement Date. (d) Except for Liabilities reflected in the Financial Statements, neither the Company nor any Subsidiary has any off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company or any Subsidiary. (e) The Company has established and maintains a system of internal accounting controls sufficient in all material respects to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. None of the Company, any Subsidiary and, to the knowledge of the Company, the Company’s independent auditors has identified (i) since February 1, 2017, any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company, (ii) any illegal act or fraud, whether or not material, that involves the management or other employees of the Company, or any material complaint, allegation, assertion or claim regarding the foregoing, or (iii) improper, wrongful or fraudulent accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary or their respective internal accounting controls or any material inaccuracy in the Company’s Financial Statements, or any material complaint, allegation, assertion or claim regarding the foregoing.

Financial Statements; Debt. (a) The consolidated Attached hereto as Exhibit H are the Company’s (a) compiled balance sheet (the "Company Balance Sheet") dated as of December 31, 2007 (the "Balance Sheet Date") and income statement for the year then ended (all such financial statements (including being collectively referred to herein as the notes thereto) contained in the "Company Registration Statement (collectively, the “Compiled Financial Statements”), at the time filed (i) were prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC") and (iib) the Company’s interim balance sheet as of March 31, 2008 and , income statement for the period then ended. The Company Compiled Financial Statements present fairly presented in all material respects the consolidated financial position condition, results of operations, changes in members’ equity, and cash flows of the Company for the periods then ended, and, except (i) for footnotes and normal year end adjustments..The Company maintains internal accounting controls designed to provide reasonable assurances that transactions by the Subsidiaries as Company are executed in accordance with management’s general or specific authorization and to maintain accountability for assets. There have been no instances of fraud that have occurred since January 1, 2006, involving the management of the dates therein indicated and Company or any other employees of the consolidated results of Company who have a significant role in the Company’s and the Subsidiaries’ operations and cash flows for the periods therein specified (subject, in the case of unaudited interim period internal control over financial statements, to the absence of footnotes and to normal recurring year-end audit adjustments)reporting. (b) The balance sheet Company has no material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not reflected or reserved against in the Company Compiled Financial Statements in the ordinary course of its business, consistent with past practice and that are not material in amount either individually or collectively. (c) Except as otherwise set forth in Schedule 2.6 attached hereto, the accounts receivable reflected in the Company Compiled Financial Statements, or in the books and records of the Company (“Books and Records”) as of the First Closing Date arose from bona fide transactions in the ordinary course of business, and the goods and services involved have been sold, delivered, and performed to the account obligors, and no further filings with Governmental Entities, insurers, or others are required to be made, no further goods are required to be provided, and no further services are required to be rendered in order to complete the sales and fully render the services and to entitle the Company to collect the accounts receivable as set forth in Exhibit K in full. Except as set forth on Schedule 2.6, all such accounts receivable are current and the reserves for such accounts receivable have not been calculated in accordance with GAAP. Reserves for accounts receivable in the Company Compiled Financial Statements, and in the books and records of the Company as of April 30the First Closing Date do not include reserves for any accounts receivable as set forth in Exhibit K that become uncollectible as a result of the Merger or actions taken by Buyer subsequent to the First Closing. Except as set forth in Schedule 2.6 no such account has been assigned or pledged to any other person or entity and, 2018 (except only to the “Company Balance Sheet Date”) contained extent fully reserved against as set forth in the Company Registration Statement is hereinafter referred to as the “Company Balance Sheet.” Neither the Company nor any Subsidiary has any liabilities of any nature other than (i) those set forth or adequately provided for in the Company Balance Sheet as of the Company Balance Sheet Date, (ii) those incurred in the conduct of the Company’s and any Subsidiary’s business since the Company Balance Sheet Date in the ordinary course consistent with past practice, (iii) those incurred by the Company in connection with the execution of this Agreement and (iv) Liabilities that would not, individually or in the aggregate, reasonably be expect to have a Material Adverse Effect. (c) Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, correct and complete list of each agreement governing all Company Debt (other than immaterial amounts of Company Debt in the ordinary course of business or for the deferred purchase price of property, if any) outstanding as of the Agreement Date. (d) Except for Liabilities reflected in the Compiled Financial Statements, neither the Company nor no defense or set-off to any Subsidiary such account has any off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred been asserted by the Company or any Subsidiaryaccount obligor. (e) The Company has established and maintains a system of internal accounting controls sufficient in all material respects to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. None of the Company, any Subsidiary and, to the knowledge of the Company, the Company’s independent auditors has identified (i) since February 1, 2017, any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company, (ii) any illegal act or fraud, whether or not material, that involves the management or other employees of the Company, or any material complaint, allegation, assertion or claim regarding the foregoing, or (iii) improper, wrongful or fraudulent accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary or their respective internal accounting controls or any material inaccuracy in the Company’s Financial Statements, or any material complaint, allegation, assertion or claim regarding the foregoing.

Financial Statements; Debt. (a) The consolidated Company has delivered to Parent true, complete and correct copies of (i) the unaudited balance sheet as of December 31, 2005 and related statements of operations, changes in stockholders’ equity and changes in financial statements (including the notes thereto) contained in position for the Company Registration Statement for the three year periods ended December 31, 2005, December 31, 2004 and December 31, 2003, respectively, and the related notes thereto (collectively, the “Prior Financial Statements”), and (ii) the unaudited balance sheet as of June 30, 2006 and related statements of operations, changes in stockholders’ equity and changes in financial position for the Company, and the related notes thereto (the “2006 Financial Statements”) for the six month period then ended (the Prior Financial Statements and the 2006 Financial Statements shall collectively be referred to as the “Financial Statements”). The June 30, at 2006 balance sheet is referred to herein as the time filed “Reference Balance Sheet.” (ib) were Except as set forth in Section 4.5 of the Company Disclosure Schedule, the Financial Statements, together with the notes thereto, have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC) and (ii) fairly presented present in all material respects the consolidated financial position of the Company condition and the Subsidiaries as of the dates therein indicated and the consolidated results of the Company’s and the Subsidiaries’ operations and cash flows for the periods therein specified (subject, in the case of unaudited interim period financial statements, to the absence of footnotes and to normal recurring year-end audit adjustments). (b) The balance sheet of the Company as of April 30the respective dates thereof and for the respective periods covered thereby, 2018 (except that the “Company Balance Sheet Date”) contained 2006 Financial Statements do not contain all notes required by GAAP and are subject to normal year end adjustments consistent in the Company Registration Statement is hereinafter referred to as the “Company Balance Sheet.” Neither the Company nor any Subsidiary has any liabilities of any nature other than (i) those set forth or adequately provided for in the Company Balance Sheet as of the Company Balance Sheet Date, (ii) those incurred in the conduct of the Company’s and any Subsidiary’s business since the Company Balance Sheet Date in the ordinary course consistent with past practice, (iii) those incurred by the Company in connection amounts with the execution of this Agreement and (iv) Liabilities that would not, individually or in the aggregate, reasonably be expect to have a Material Adverse EffectPrior Financial Statements. (c) Schedule 2.4(c) The Company has no outstanding Debt, other than Debt that is set forth in Section 4.5 of the Company Disclosure Letter sets forth a true, correct and complete list of each agreement governing all Company Debt (other than immaterial amounts of Company Debt in the ordinary course of business or for the deferred purchase price of property, if any) outstanding as of the Agreement DateSchedule. (d) Except for Liabilities All Affiliate Indebtedness reflected in the Financial Statements, neither Reference Balance Sheet and all Affiliate Indebtedness of the Company nor any Subsidiary that has any off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, arisen since the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company or any Subsidiary. (e) The Company has established and maintains a system of internal accounting controls sufficient in all material respects to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. None date of the Company, any Subsidiary and, to the knowledge of the Company, the Company’s independent auditors has identified Reference Balance Sheet (i) since February 1, 2017, any significant deficiency or material weakness in represents bona fide amounts due to the design or operation of internal control over financial reporting utilized by Company from the Companyobligors thereof, (ii) any illegal act or fraudis an uncontested, whether or not material, that involves the management or other employees unconditional obligation of the Companyobligors thereof and is not in dispute or subject to any valid defense, offset, counterclaim, right of return or any material complaintagreement which varies the terms thereof, allegation, assertion or claim regarding the foregoing, or and (iii) improper, wrongful or fraudulent accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary or their respective internal accounting controls or any material inaccuracy will be paid in the Company’s Financial Statements, or any material complaint, allegation, assertion or claim regarding the foregoingfull in accordance with its terms.

Financial Statements; Debt. (a) The Sellers have delivered to Buyer true, complete and correct copies of (i) the unaudited consolidated balance sheet as of September 30, 2005 and related statements of operations, changes in stockholders’ equity and changes in financial statements (including the notes thereto) contained in position for the Company Registration Statement for the twelve-month period ended September 30, 2005, and the related notes thereto prepared on a Notice to Reader basis (collectively, the “Prior Financial Statements”), and (ii) the unaudited consolidated balance sheet as of March 31, 2006 and related statements of operations, changes in stockholders’ equity and changes in financial position for the Company, and the related notes thereto prepared on a Notice to Reader basis (the “2006 Financial Statements”) for the 6-month period then ended (the Prior Financial Statements and the 2006 Financial Statements shall collectively be referred to as the “Financial Statements”). The March 31, at 2006 balance sheet is referred to herein as the time filed “Reference Balance Sheet.” (ib) were The Financial Statements, together with the notes thereto, have been (to the Knowledge of the Sellers) prepared in accordance with GAAP and fairly present in all material respects (except as may be indicated disclosed in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SECSection 4.8(b) and (ii) fairly presented in all material respects the consolidated financial position of the Company Disclosure Schedule) the financial condition and the Subsidiaries as of the dates therein indicated and the consolidated results of the Company’s and the Subsidiaries’ operations and cash flows for the periods therein specified (subject, in the case of unaudited interim period financial statements, to the absence of footnotes and to normal recurring year-end audit adjustments). (b) The balance sheet of the Company as of April 30the respective dates thereof and for the respective periods covered thereby, 2018 except that the 2006 Financial Statements do not (to the “Company Balance Sheet Date”) contained in the Company Registration Statement is hereinafter referred to as the “Company Balance Sheet.” Neither the Company nor any Subsidiary has any liabilities of any nature other than (i) those set forth or adequately provided for in the Company Balance Sheet as Knowledge of the Company Balance Sheet Date, (iiSellers) those incurred contain all notes required by GAAP and are subject to normal year-end adjustments consistent in the conduct of the Company’s and any Subsidiary’s business since the Company Balance Sheet Date in the ordinary course consistent with past practice, (iii) those incurred by the Company in connection amounts with the execution of this Agreement Prior Financial Statements and (iv) Liabilities that would not, individually or are subject to any adjustments required to be made in the aggregate, reasonably be expect relation to have a Material Adverse Effectany SR & ED Credit Amount matters. (c) Schedule 2.4(c) The Company does not have any outstanding Debt, other than Debt that is set forth in Section 4.8 of the Company Disclosure Letter sets forth a true, correct and complete list of each agreement governing all Company Debt (other than immaterial amounts of Company Debt in the ordinary course of business or for the deferred purchase price of property, if any) outstanding as of the Agreement DateSchedule. (d) Except for Liabilities All Affiliate Indebtedness reflected in the Financial Statements, neither Reference Balance Sheet and all Affiliate Indebtedness of the Company nor any Subsidiary that has any off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, arisen since the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company or any Subsidiary. (e) The Company has established and maintains a system of internal accounting controls sufficient in all material respects to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. None date of the Company, any Subsidiary and, to the knowledge of the Company, the Company’s independent auditors has identified Reference Balance Sheet (i) since February 1, 2017, any significant deficiency or material weakness in represents bona fide amounts due to the design or operation of internal control over financial reporting utilized by Company from the Companyobligors thereof, (ii) any illegal act or fraudis an uncontested, whether or not material, that involves the management or other employees unconditional obligation of the Companyobligors thereof and is not in dispute or subject to any valid defense, offset, counterclaim, right of return or any material complaintagreement which varies the terms thereof, allegation, assertion or claim regarding the foregoing, or and (iii) improper, wrongful or fraudulent accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary or their respective internal accounting controls or any material inaccuracy will be paid in the Company’s Financial Statements, or any material complaint, allegation, assertion or claim regarding the foregoingfull in accordance with its terms.