Common use of Financial Statements; Internal Controls Clause in Contracts

Financial Statements; Internal Controls. (a) The Contributors have delivered to KMEP true and correct copies of the following financial statements (the “Financial Statements”): (i) audited consolidated balance sheets of TGPC and EPNG and their respective subsidiaries as of December 31, 2011 and 2010 and related consolidated statements of income and comprehensive income for the twelve months then ended, and (ii) unaudited consolidated balance sheets of TGPC and EPNG and their respective subsidiaries as of March 31, 2012 (the “Balance Sheet Date” and such balance sheets, the “Balance Sheets”) and related consolidated statements of income and comprehensive income for the three months then ended. The Financial Statements are accurate and complete and consistent with the books and records of the respective Companies, have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (“GAAP”) (except as noted therein and, with respect to the interim financial statements, for normal year-end adjustments), and fairly present in all material respects the financial condition of the Companies, respectively, as and at the respective dates and the results of operations for the respective periods covered thereby. (b) Each of the Companies has in place a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and KMI and the Contributors believe that the internal controls over financial reporting are effective.

Financial Statements; Internal Controls. (a) The Contributors have delivered to KMEP true and correct copies Copies of the following financial audited balance sheets and consolidated statements of income, stockholders’ equity and cash flows of the Target Companies as of and for the years ended 2011 and 2010 (the “Financial Statements”): (i) audited ), are contained in Section 3.7 of the Disclosure Letter. Copies of the consolidated balance sheets of TGPC sheet and EPNG and their respective subsidiaries as of December 31, 2011 and 2010 and related consolidated statements of income income, stockholders’ equity and comprehensive income cash flows of the Target Companies as of and for the twelve months then ended, and (ii) unaudited consolidated balance sheets of TGPC and EPNG and their respective subsidiaries as of March five-month period ended on May 31, 2012 (the “Balance Sheet Date” and such balance sheetsfinancial statements, the “Balance SheetsInterim Financial Statements”) and related consolidated statements ), are also contained in Section 3.7 of income and comprehensive income for the three months then endedDisclosure Letter. The Financial Statements are accurate and complete and consistent with the Interim Financial Statements were derived from the books and records of the respective CompaniesTarget Companies and present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations, changes in cash flows and stockholders’ equity of the Target Companies for the periods covered by such statements, and have been prepared in accordance with United States generally accepted accounting principles GAAP consistently applied on a consistent basis throughout through the periods involved (“GAAP”) (covered thereby, except as noted therein disclosed therein, and, with respect to in the interim financial statementscase of the Interim Financial Statements, for except for: (i) normal and customary year-end adjustments), adjustments and fairly present in all material respects (ii) the financial condition omission of the Companies, respectively, as and at the respective dates and the results of operations for the respective periods covered therebyfootnote disclosures required by GAAP. (b) Each of the Companies has in place a The Target Companies’ system of internal control controls over financial reporting is sufficient (as such term is defined i) to permit, in Rule 13a-15(f) of the Securities Exchange Act of 1934all material respects, as amended (the “Exchange Act”)) that has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; GAAP, (ii) to ensure that material transactions are executed with management oversight and KMI authorization, as applicable and (iii) to prevent or timely detect the Contributors believe that unauthorized acquisition, use or disposition of the internal controls over financial reporting are effectivematerial assets of the Target Companies.

Financial Statements; Internal Controls. (a) The Contributors have Company has delivered to KMEP Buyers true and correct complete copies of the following financial statements (the “Financial Statements”): (i) audited consolidated balance sheets of TGPC and EPNG and their respective subsidiaries the Company as of December 31, 2011 2011, 2012, and 2010 2013 (including the notes thereto) and the related consolidated statements of income and comprehensive income cash flow and for the twelve months period then ended, and together with the report thereon of Ernst & Young, certified public accountants (iithe “Audited Financial Statements”). The Company's December 31, 2013 balance sheet being hereinafter referred as, the “Year-End Balance Sheet.” (b) The Company has delivered to Buyers copies of the unaudited consolidated balance sheets sheet of TGPC and EPNG and their respective subsidiaries the Company as of March 31September 30, 2012 (the “Balance Sheet Date” and such balance sheets, the “Balance Sheets”) 2014 and related consolidated statements of income and comprehensive income cash flow for the three months nine (9) month period then endedended (collectively, the “Interim Financial Statements”). The Interim Financial Statements are subject to normal recurring year-end adjustments and the absence of notes. (c) The financial statements referred to in Section 3.4(a) and (b) are sometimes collectively referred to in this Agreement as the “Financial Statements.” The Financial Statements are accurate and complete and consistent with the books and records of the respective Companies, have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (“GAAP”) (except as noted therein and, with respect to the interim financial statements, for normal year-end adjustments), and fairly present in all material respects the financial condition of the Companies, respectively, as and at the respective dates and the results of operations and cash flow of the Acquired Companies, on a consolidated basis, as of the respective dates of and for the respective periods covered therebyreferred to in such financial statements, all in conformity with GAAP, subject in the case of Interim Financial Statements, to normal recurring year-end adjustments (which would not, individually or in the aggregate, be material) and the absence of notes. The Financial Statements reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements. Schedule 3.4(c) contains the complete and accurate Financial Statements. (bd) Each of Except as set forth in Schedule 3.4, the Acquired Companies has have in place a system of internal control over financial reporting (as such term accounting controls with respect to the business conducted thereby which is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that has been designed sufficient to provide reasonable assurance regarding the reliability of financial reporting and that (i) all transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and (iii) recorded accountability for external purposes in accordance items is compared with generally accepted accounting principles; actual levels at reasonable intervals and KMI and the Contributors believe that the internal controls over financial reporting are effectiveappropriate action is taken with respect to any difference.

Financial Statements; Internal Controls. (a) The Contributors have delivered to KMEP true and correct copies Section 3.5 of the following financial statements Company Disclosure Letter sets forth (i) the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2019 and the audited consolidated statement of operations and comprehensive loss, statement of convertible preferred stock and stockholders’ deficit and statement of cash flows of the Company and its Subsidiaries for the same period, together with the auditor’s report thereon, and (ii) the unaudited balance sheet of the Company as of December 31, 2020 and consolidated statement of operations and comprehensive loss, statement of convertible preferred stock and stockholders’ deficit and statement of cash flows of the Company and its Subsidiaries for the same period (the “Financial Statements”): (i) audited consolidated balance sheets of TGPC and EPNG and their respective subsidiaries as of December 31, 2011 and 2010 and related consolidated statements of income and comprehensive income for the twelve months then ended, and (ii) unaudited consolidated balance sheets of TGPC and EPNG and their respective subsidiaries as of March 31, 2012 (the “Balance Sheet Date” and such balance sheets, the “Balance Sheets”) and related consolidated statements of income and comprehensive income for the three months then ended). The Financial Statements are accurate (including any related notes and complete schedules thereto) present fairly, in all material respects, the consolidated financial position, results of operations, income (loss), changes in equity and consistent cash flows of the Company and its Subsidiaries as of the dates and for the periods indicated in such Financial Statements (subject, in the case of unaudited Financial Statements, to customary year-end audit adjustments), in each case, in conformity with GAAP (except, in the case of unaudited Financial Statements, for the omission of notes thereto), consistently applied during the periods involved, and were derived from, and accurately reflect in all material respects, the books and records of the respective Companies, have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (“GAAP”) (except as noted therein and, with respect to the interim financial statements, for normal year-end adjustments), Company and fairly present in all material respects the financial condition of the Companies, respectively, as and at the respective dates and the results of operations for the respective periods covered therebyits Subsidiaries. (b) Each of the Companies has in place The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that has been accounting controls designed to provide reasonable assurance regarding the reliability of financial reporting and the 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 for external purposes in conformity with GAAP and to maintain asset accountability; (iii) access to property is permitted only in accordance with generally accepted accounting principlesmanagement’s general or specific authorization; and KMI (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and the Contributors believe that the internal controls over financial reporting are effectiveappropriate action is taken with respect to any differences.

Financial Statements; Internal Controls. (a) The Contributors have delivered to KMEP true and correct copies of the following financial statements (the “Financial Statements”): Schedule 4.7(a) sets forth (i) the audited consolidated balance sheets of TGPC and EPNG and their respective subsidiaries sheet as of December 31, 2011 2004 (the “Balance Sheet Date”) of the Target Companies and 2010 and the related consolidated statements of income and comprehensive income cash flows for the twelve months twelve-month period then ended, and (ii) the unaudited consolidated balance sheets sheet of TGPC and EPNG and their respective subsidiaries as of March 31, 2012 the Target Companies (the “Balance Sheet Date” and such balance sheets, the “Balance SheetsSheet”) as of May 31, 2005 and the related consolidated statements of income and comprehensive income cash flows for the three months three-month period then endedended (collectively, the “Financial Statements”). Except as set forth in Schedule 4.7(a), the Financial Statements have been prepared in conformity with GAAP applied on a consistent basis (subject to normal year-end adjustments and, in the case of any unaudited Financial Statements, the lack of footnotes) and on that basis present fairly, in all material respects, the consolidated financial condition and consolidated results of operations as of the date thereof and for the period indicated of the Target Companies. (b) The Financial Statements are accurate and complete and consistent with were prepared from the books and records of the respective Target Companies, which have been prepared maintained in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (“GAAP”) (except as noted therein and, with respect to the interim sound business practices and all applicable legal requirements and reflect all financial statements, for normal year-end adjustments), and fairly present in all material respects the financial condition transactions of the Companies, respectively, as Target Companies which are required to be reflected in accordance with GAAP. The Target Companies maintain accurate books and at the respective dates records reflecting their assets and the results of operations for the respective periods covered thereby. (b) Each of the Companies has in place liabilities and maintain a system of proper and adequate internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that has been designed accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes that (i) transactions are executed in accordance with generally accepted accounting principlesmanagement’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Target Companies in conformity with GAAP and to maintain accountability for the consolidated assets of the Target Companies, (iii) access to the assets of the Target Companies is permitted only in accordance with management’s general or specific authorization; (iv) the reporting of the assets of the Target Companies is compared with existing assets at regular intervals and KMI (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the Contributors believe that the internal controls over financial reporting are effectivecollection thereof on a current and timely basis.