Common use of Financial Statements; Liabilities Clause in Contracts

Financial Statements; Liabilities. (a) Section 3.5 of the Seller Disclosure Schedule sets forth the following financial statements: (i) the audited combined balance sheets of the Alkali Chemicals Division of Seller, as of December 31, 2013 and 2012; (ii) the audited combined statements of operations of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 31, 2013 and 2012; (iii) the audited combined statements of cash flows of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 31, 2013 and 2012; (iv) the unaudited condensed combined balance sheet of the Alkali Chemicals Division of Seller as of September 30, 2014; (v) the unaudited condensed combined statements of operations of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013; and (vi) the unaudited condensed combined statements of cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 (the items referred to in clauses (i) through (vi), with any notes thereto, being herein collectively referred to as the “Financial Statements” and the items referred to in clauses (iv) through (vi), with any notes thereto, being herein collectively referred to as the “Interim Financial Statements”). The Financial Statements have been prepared in accordance with GAAP (except as may be noted therein) from the books and records of the Business, and present fairly, in all material respects, the combined financial position and the combined results of operations of the Business as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements may be subject to year-end adjustments and may not contain all footnotes and other presentation items required under GAAP. Notwithstanding Seller’s representations and warranties made in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered by the Financial Statements, the Business has not operated as a separate stand-alone entity of Seller, instead the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the Business; and the Financial Statements have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis; and, as a result, the Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of the Business will be in the future.

Financial Statements; Liabilities. (a) Section 3.5 of the Seller Disclosure Schedule sets forth the following financial statements: statements of C2 Aviation Capital, Inc., a business of Seller and subsidiaries, as presented in the Form 10 filed by C2 Aviation Capital, Inc. with the SEC on June 30, 2016, as amended prior to the date hereof (the “C2 Form 10”): (i) the audited combined balance sheets of the Alkali Chemicals Division of Seller, as of December 31, 2013 2015 and 2012; 2014, (ii) the audited combined statements of operations of the Alkali Chemicals Division of Seller income for each of the fiscal years ended December 31, 2013 2015, 2014 and 2012; 2013, (iii) the audited combined statements of cash flows of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 31, 2013 2015, 2014 and 2012; 2013, (iv) the unaudited condensed combined balance sheet of the Alkali Chemicals Division of Seller as of September June 30, 2014; 2016, (v) the unaudited condensed combined statements of operations of the Alkali Chemicals Division of Seller income for the nine (9)-month six-month periods ended September June 30, 2014 2016 and 2013; 2015 and (vi) the unaudited condensed combined statements of cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month six-month periods ended September June 30, 2014 2016 and 2013 2015 (the items referred to in clauses (i) through (vi), with any notes thereto, being herein collectively referred to as the “Financial Statements” and the items referred to in clauses (iv) through (vi), with any notes thereto, being herein collectively referred to as the “Interim Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein) from the books and records of the Businessin all material respects, and present fairly, in all material respects, the combined financial position and the combined results of operations of the Business as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements may be subject to year-end adjustments and may not contain all footnotes and other presentation items required under GAAP. Notwithstanding Seller’s representations and warranties made in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered by the Financial Statements, the Business has not operated as a separate stand-alone entity of Seller, but instead the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the Business; and the Financial Statements have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis; and, as a result, the Financial Statements are not necessarily indicative of what the results of operations, financial position basis and cash flows of the Business will be in the futurepursuant to accounting methodologies and principles for carve-out financials.

Financial Statements; Liabilities. (a) Section 3.5 of The Company has delivered to the Seller Disclosure Schedule sets forth the following financial statements: (i) the Purchaser its audited combined balance sheets of the Alkali Chemicals Division of Sellersheet, as of December 31, 2013 income statement and 2012; (ii) the audited combined statements of operations of cash flows and changes in stockholder equity at and for the Alkali Chemicals Division of Seller for each of the fiscal years year ended December 31, 2013 2017 and 2012; (iii) the audited combined statements its unaudited balance sheet, income statement and statement of cash flows of at and for the Alkali Chemicals Division of Seller for each of the fiscal years five months ended December May 31, 2013 and 2012; 2018 (iv) the unaudited condensed combined balance sheet of the Alkali Chemicals Division of Seller as of September 30collectively, 2014; (v) the unaudited condensed combined statements of operations of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013; and (vi) the unaudited condensed combined statements of cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 (the items referred to in clauses (i) through (vi), with any notes thereto, being herein collectively referred to as the “Financial Statements” and the items referred to in clauses (iv) through (vi”), with any notes thereto, being herein collectively referred copies of which are attached as Schedule 2.25 to as the “Interim Financial Statements”)Disclosure Schedule. The Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods indicated and with each other, except that the unaudited Financial Statements do not contain all footnotes required by generally accepted accounting principles and, interim financial statements do not include year-end adjustments. The Financial Statements fairly present in accordance with GAAP (except as may be noted therein) from the books financial condition and records operating results of the BusinessCompany as of the dates, and present fairlyfor the periods indicated therein, in all material respects, subject in the combined financial position and the combined results of operations case of the Business as of the respective dates thereof or the periods then ended, except that the Interim unaudited Financial Statements may be subject to normal year-end adjustments and may not contain all footnotes and other presentation items required under GAAPaudit adjustments. Notwithstanding Seller’s representations and warranties made Except as set forth in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered by the Financial Statements, the Business Company has no material liabilities (whether known or unknown, accrued, absolute, contingent or otherwise) other than (i) liabilities incurred in the ordinary course of business subsequent to May 31, 2018, (ii) obligations under executory contracts incurred in the ordinary course of business and (iii) liabilities and obligations of a type or nature not operated required under GAAP to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect. Except as disclosed in the Financial Statements, the Company is not a separate stand-alone entity guarantor or indemnitor of Sellerany indebtedness of any other person, instead firm or corporation. The Company maintains a standard system of accounting established and administered in accordance with GAAP. The Company’s sales revenue (net of sales allowance of $2,164,568 and $3,836,624 at December 31, 2017 and 2016, respectively) for calendar year 2017 and calendar year 2016 were $10,926,606 and $9,499,945, respectively, and the Business has been reported within SellerCompany’s consolidated financial statements; stand-alone financial statements have not historically been prepared net loss for the Business; calendar year 2017 and calendar year 2016 were ($2,650,132) and ($7,434,423), respectively, in each case as more fully described in the Financial Statements have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis; and, as a result, the titled “704Games Company Financial Statements are not necessarily indicative as of what and for the results of operationsYears Ended December 31, financial position 2017 and cash flows of the Business will be in the future2016 with Independent Auditors’ Report.”

Financial Statements; Liabilities. (a) Section 3.5 of the Seller Disclosure Schedule sets forth the following financial statementsforth: (i) the audited combined statements of operations, statements of comprehensive (loss) income, cash flows and stockholder’s equity and net parent equity of the Business for the period from March 22, 2017 to December 30, 2017, the year ended December 29, 2018 and the predecessor period from January 1, 2017 to March 21, 2017, and the audited combined balance sheets of the Alkali Chemicals Division of Seller, Business as of December 3130, 2013 2017 and 2012; December 29, 2018, and (ii) the audited unaudited combined statements interim statement of operations of the Alkali Chemicals Division of Seller Business for each of the fiscal years nine months ended December 31September 28, 2013 2019, and 2012; (iii) the audited combined statements of cash flows of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 31, 2013 and 2012; (iv) the unaudited condensed combined balance sheet of the Alkali Chemicals Division of Seller Business as of September 3028, 2014; 2019 (v) the unaudited condensed combined statements of operations of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013; and (vi) the unaudited condensed combined statements of cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 (the items referred to in clauses (i) through (vi), together with any notes thereto, being herein collectively referred to as the “Financial Statements” and the items referred to in clauses (iv) through (vi), with any notes thereto, being herein collectively referred to as the “Interim Business Financial Statements”). The Business Financial Statements have been (x) were prepared in accordance with GAAP (consistently applied throughout the periods involved, except as may be otherwise noted therein) from the books and records therein or as set forth in Section 3.5 of the BusinessSeller Disclosure Schedule, and (y) present fairly, in all material respects, the combined financial position and the combined results of operations of the Business Transferred Entities and the Business, as of the respective dates thereof or the periods then ended, in each case except that the Interim Financial Statements as may be noted therein and, with respect to the unaudited financial statements as of September 28, 2019, subject to normal and recurring year-end adjustments none of which would be material, whether individually or in the aggregate, and may not contain all footnotes the absence of footnote disclosures, none of which if presented would materially differ from those presented in the audited Business Financial Statements; provided, that the Business Financial Statements and other presentation items required under GAAP. Notwithstanding Seller’s the foregoing representations and warranties made in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered are qualified by the Financial Statements, fact that (A) the Business has not operated as on a separate stand-alone entity of Sellerstandalone basis and historically has not been separately reported within Parent’s combined financial statements, instead (B) the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the Business; and the Financial Statements assume certain allocated charges which do not necessarily reflect amounts that would have been prepared resulted from Seller’s historical accounting records and are presented arms-length transactions or that the Business would incur on a stand-alone standalone basis; and, as a result, and (C) the Business Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of the Business or the Transferred Entities will be in the future.

Financial Statements; Liabilities. (a) Section 3.5 3.05 of the Seller Disclosure Schedule sets forth forth: the following financial statements: (i) audited combined statement of operations, statement of cash flows, statement of comprehensive income and statements of changes in net investment of the Business for the years ended December 31, 2014, 2013 and 2012 and audited combined balance sheets of the Alkali Chemicals Division of Seller, Business as of December 31, 2013 2014 and 2012December 31, 2013; and (ii) the audited unaudited combined interim statements of operations operations, statement of cash flows, and statement of comprehensive income, for the Alkali Chemicals Division of Seller for each of the fiscal years three months ended December March 31, 2013 2014 and 2012; (iii) the audited combined statements of cash flows of the Alkali Chemicals Division of Seller for each of the fiscal years ended December March 31, 2013 2015 and 2012; (iv) the an unaudited condensed combined balance sheet of the Alkali Chemicals Division of Seller Business as of September 30, 2014; (v) the unaudited condensed combined statements of operations of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30December 31, 2014 and 2013; and (vi) the unaudited condensed combined statements of cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30March 31, 2014 and 2013 2015 (the items referred to in clauses clause (i) through (vi), with any notes thereto, being herein collectively referred to as the “Audited Financial Statements” and ”; the items referred to in clauses clause (iv) through (viii), with any notes thereto, being herein collectively referred to as the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Business Financial Statements”). The Audited Financial Statements have been prepared in accordance with GAAP (except as may be noted therein) from the books and records of the Businessapplied on a consistent basis, and present fairly, in all material respects, the combined financial position and the combined results of operations operations, cash flows, comprehensive income and changes in net investment of the Business Business, as of the respective dates thereof or the periods then ended, in each case except that the as may be noted therein. The Interim Financial Statements may be have been prepared in accordance with GAAP applied on a consistent basis, and present fairly, in all material respects, the combined financial position and the combined results of operations, cash flows, and comprehensive income of the Business, as of the respective date thereof or the period then ended, subject to normal and recurring year-end adjustments and the absence of certain footnote disclosures, in each case except as may not contain all footnotes and other presentation items required under GAAP. Notwithstanding Seller’s representations and warranties made in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered by the Financial Statements, the Business has not operated as a separate stand-alone entity of Seller, instead the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the Business; and the Financial Statements have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis; and, as a result, the Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of the Business will be in the futurenoted therein.

Financial Statements; Liabilities. (a) Attached to Section 3.5 3.8(a) of the Seller Disclosure Schedule sets forth are correct and complete copies of the following financial statements: Company’s (i) the audited combined reviewed balance sheets sheet of the Alkali Chemicals Division of Seller, Company as of December 31, 2013 2019, and 2012the related statements of income, stockholders’ equity and cash flows for the year ending December 31, 2019; (ii) audited balance sheets of the audited combined Company as of December 31, 2020 and December 31, 2021 and statements of operations income, statement of changes in stockholders’ equity and statements of cash flows of the Alkali Chemicals Division of Seller Company at or for each of the fiscal years ended December 31, 2013 2020 and 2012; December 31, 2021 (the “Audited Financial Statements”), and (iii) the audited combined statements of cash flows of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 31, 2013 and 2012; (iv) the an unaudited condensed combined balance sheet of the Alkali Chemicals Division of Seller Company as of September 30October 31, 2014; 2022 (vthe “Most Recent Balance Sheet”) the unaudited condensed combined statements and statement of operations income of the Alkali Chemicals Division of Seller Company for the nine (9)-month periods nine-month period ended September 30October 31, 2014 and 2013; and (vi) the unaudited condensed combined statements of cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 2022 (the items referred to in clauses (i) through (vi), with any notes thereto, being herein collectively referred to as the “Interim Financial Statements” and together with the items referred to in clauses (iv) through (vi)Audited Financial Statements, with any notes thereto, being herein collectively referred to as the “Interim Company Financial Statements”). The Company Financial Statements have been prepared in accordance with GAAP (except as may be noted therein) from the books and records of the Business, Company and present fairly, in accordance with GAAP in all material respectsrespects applied on a consistent basis throughout the periods indicated, and fairly represent in all material respects the combined financial position and the combined condition, results of operations operation, changes in equity and cash flow of the Business Company as of the respective and for such dates thereof or the and for such periods then endedending, except that the Interim Financial Statements may be subject to year-end adjustments and may not contain all footnotes required by GAAP, are subject to normal year-end audit adjustments (which are not materially different, individually or in the aggregate, than prior year end adjustments), and are not in compliance with GAAP as set forth on Section 3.8(a)(iii) of the Disclosure Schedule. (b) There are no, and since the Lookback Date have been no, off-balance sheet arrangements by the Company. The Company maintains accurate books and records reflecting the assets and liabilities of the Company and maintains adequate internal accounting controls that provide assurance that (i) the Company maintains no off the book accounts and that the assets of the Company are used only in accordance with the Company management directives; (ii) transactions are executed with management’s authorization; (iii) transactions are recorded as necessary to permit preparation of the financial statements of the Company; and (iv) accounts, notes and other presentation items required under GAAPreceivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a timely basis. Notwithstanding Seller’s representations and warranties made in this Section 3.5(a(c) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered by the Financial Statements, the Business has not operated as a separate stand-alone entity of Seller, instead the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the Business; The Company and the Financial Statements JV Entities, do not have any Liabilities, in each case, regardless of whether such Liabilities are required to be accrued for financial accounting purposes on a balance sheet prepared in accordance with GAAP, except for Liabilities (i) that are disclosed in the Most Recent Balance Sheet, (ii) that have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis; and, as a result, incurred since the Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows date of the Business will be Most Recent Balance Sheet, in the future.ordinary course of business none of which is material, either individually or in the aggregate, and none of which relates to a breach of Contract or warranty, tort or Claim of infringement or violation of Law, (iii) that are ordinary course of business executory obligations under the Company’s contracts and agreements (but excluding Liabilities arising out of a breach

Financial Statements; Liabilities. (a) Section 3.5 The consolidated balance sheet of the Seller Disclosure Schedule sets forth the following financial statements: (i) the audited combined balance sheets of the Alkali Chemicals Division of Seller, APHI and its consolidated Subsidiaries as of December 31, 2013 1996 and 2012; (ii) 1995, and the audited combined related consolidated statements of operations of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 31operations, 2013 common stockholders' equity (deficit), and 2012; (iii) the audited combined statements of cash flows for the years then ended (including the related notes thereto) accompanied by the report of KPMG Peat Marwick LLP previously delivered to Refraco and attached hereto as Section 4.6(a)(i) to the Alkali Chemicals Division of Seller for each of the fiscal years ended December 31, 2013 APHI Disclosure Schedule and 2012; (iv) the unaudited condensed combined consolidated balance sheet of the Alkali Chemicals Division of Seller APHI and its consolidated Subsidiaries as of September 30, 2014; (v) 1997, and the unaudited condensed combined related consolidated statements of operations of the Alkali Chemicals Division of Seller operations, common stockholders' equity (deficit), and cash flows for the nine nine-month period then ended, certified by the principal financial and accounting officer of APHI (9)-month periods ended September 30, 2014 and 2013; and (vi) including the unaudited condensed combined statements of cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 (the items referred to in clauses (i) through (vi), with any related notes thereto, being herein collectively referred ) previously delivered to Refraco and attached hereto as Section 4.6(a)(ii) to the “Financial Statements” and the items referred to in clauses (iv) through (vi), with any notes thereto, being herein collectively referred to as the “Interim Financial Statements”). The Financial Statements APHI Disclosure Schedule have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be noted therein) from indicated in the books and records of the Businessnotes thereto), and fairly present fairly, in all material respects, the combined consolidated financial position of APHI and its consolidated Subsidiaries as at the date thereof and the combined consolidated results of its operations of and changes in financial position for the Business as of the respective dates thereof or the periods then endedperiod indicated, except that the Interim Financial Statements may be unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. The unaudited pro forma consolidated balance sheet of APHI and may not contain all footnotes its consolidated Subsidiaries (excluding the AM Division) as of September 30, 1997, and other presentation items required under GAAP. Notwithstanding Seller’s representations and warranties made in this Section 3.5(a) or Section 3.5(cthe related consolidated statements of operations, common stockholders' equity (deficit), Purchaser acknowledges that and cash flows for the nine-month period then ended, certified by the principal financial and accounting officer of APHI (including the related notes thereto) previously delivered to Refraco and attached hereto as Section 4.6(a)(iii) to the APHI Disclosure Schedule have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered by involved (except as may be indicated in the Financial Statementsnotes thereto), and fairly present the Business has not operated as a separate stand-alone entity of Seller, instead the Business has been reported within Seller’s consolidated financial statements; stand-alone position of APHI and its consolidated Subsidiaries (excluding the AM Division) as at the date thereof and the consolidated results of its operations and changes in financial position for the period indicated, except that the unaudited interim financial statements have were or are subject to normal and recurring year-end adjustments which were not historically been prepared for the Business; and the Financial Statements have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis; and, as a result, the Financial Statements or are not necessarily indicative of what the results of operations, financial position and cash flows of the Business will expected to be material in the futureamount.

Financial Statements; Liabilities. (a) Section 3.5 2.6(a) of the Seller Disclosure Schedule sets forth the following financial statements: (i) the audited combined unaudited balance sheets of the Alkali Chemicals Division of Seller, Seller as of December 31, 2013 2022 and 2012; 2023 (the balance sheet as of December 31, 2023, the “2023 Balance Sheet”), (ii) the audited combined unaudited balance sheet of Seller as of March 31, 2024 (the “Reference Balance Sheet”), (iii) the unaudited statements of operations of the Alkali Chemicals Division and cash flows of Seller for each of the fiscal years ended December 31, 2013 2022 and 2012; (iii) the audited combined statements of cash flows of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 312023, 2013 and 2012; (iv) the unaudited condensed combined balance sheet of the Alkali Chemicals Division of Seller as of September 30, 2014; (v) the unaudited condensed combined statements of operations of the Alkali Chemicals Division and cash flows of Seller for the nine three months ended March 31, 2024 (9)-month periods ended September 30, 2014 the balance sheets and 2013; and (vi) the unaudited condensed combined statements of operations and cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 (the items referred to in clauses (i) through and (vi)iii) above, together with any notes thereto, being herein collectively referred to as the “Annual Financial Statements” ”; the balance sheets and the items statements of operations and cash flows referred to in clauses (ii) and (iv) through (vi)above, together with any notes thereto, being herein collectively referred to as the “Interim Financial Statements”; and the Annual Financial Statements and the Interim Financial Statements being collectively referred to as the “Financial Statements”). The Except as set forth on Section 2.6(a) of the Seller Disclosure Schedule, the Interim Financial Statements have been prepared on the same basis as the Annual Financial Statements. Except as set forth in Section 2.6(a), the Financial Statements have been derived from the books and records of Seller, were prepared in accordance with GAAP, have been prepared in accordance with GAAP the historical accounting principles of Seller applied on a consistent basis (except as may be set forth in the notes thereto or as otherwise noted therein) from the books and records of the Business), and present fairly, in all material respects, the combined financial position and the combined results of operations and cash flows of the Business Seller as of the respective dates thereof or for the periods then endedended (subject, except that in the case of the Interim Financial Statements may be subject Statements, to the absence of notes and normal year-end adjustments and may not contain all footnotes and other presentation items required under GAAP. Notwithstanding Seller’s representations and warranties made in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered by the Financial Statementsadjustments, the Business has not operated as a separate stand-alone entity effect of Seller, instead the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements which adjustments have not historically been prepared for the Business; and the Financial Statements have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis; and, as a result, the Financial Statements are will not necessarily indicative of what the results of operations, financial position and cash flows of the Business will be in the futurematerial).

Financial Statements; Liabilities. (a) Section 3.5 The Company has made available to Parent true and complete copies of the Seller Disclosure Schedule sets forth the following financial statements: (i) the Company’s audited combined consolidated balance sheets of the Alkali Chemicals Division of Seller, as of December 31, 2013 and 2012; (ii) the audited combined statements of operations of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 31, 2013 2020, December 31, 2021 and 2012; (iii) December 31, 2022 and the audited combined statements Company’s consolidated statement of operations and statement of cash flows of for the Alkali Chemicals Division of Seller for each of the fiscal years then ended December 31, 2013 and 2012; (ivii) the unaudited condensed combined consolidated balance sheet of the Alkali Chemicals Division of Seller Company as of September 30December 31, 2014; 2023 (v) the “Unaudited Balance Sheet”), unaudited condensed combined statements consolidated statement of operations of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013; and (vi) the unaudited condensed combined statements statement of cash flows for the twelve months ended on the date of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 Unaudited Balance Sheet (the items referred to in clauses “Unaudited Balance Sheet Date”) (i) through (vi), with all of the foregoing financial statements of the Company and any notes thereto, being herein thereto are hereinafter collectively referred to as the “Financial Statements” and the items referred to in clauses (iv) through (vi), with any notes thereto, being herein collectively referred to as the “Interim Company Financial Statements”). The Company Financial Statements have been (i) were prepared in accordance with GAAP IFRS (and, in the case of the Unaudited Balance Sheet, GAAP) applied on a consistent basis throughout the periods covered thereby and fairly present in all material respects the financial condition of the Company and its Subsidiaries, taken as a whole, on a consolidated basis, at the dates therein indicated and the results of operations of the Company and its Subsidiaries, taken as a whole, on a consolidated basis, for the periods therein specified in accordance with IFRS (and, in the case of the Unaudited Balance Sheet, GAAP), except (A) as may be noted thereinindicated in the footnotes to the Company Financial Statements and (B) from that the unaudited financial statements do not contain footnotes and are subject to normal year-end adjustments and (ii) are consistent with, and were prepared from, the books and records of the BusinessCompany, which books and present fairly, records are complete in all material respects, the combined financial position and the combined results of operations of the Business as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements may be subject to year-end adjustments and may not contain all footnotes and other presentation items required under GAAP. Notwithstanding Seller’s representations and warranties made in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered by the Financial Statements, the Business has not operated as a separate stand-alone entity of Seller, instead the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the Business; and the Financial Statements have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis; and, as a result, the Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of the Business will be in the future.

Financial Statements; Liabilities. (a) Section 3.5 4.4(a) of the Seller Company Disclosure Schedule sets forth contains the following financial statements: statements (icollectively, with any notes thereto, the “Financial Statements”): (x) the audited combined consolidated balance sheets sheet of the Alkali Chemicals Division of Seller, Transferred Entities (as they relate to such entities in existence at the applicable dates) as of December 31, 2013 2016 and 2012; (ii) December 31, 2015 and the audited combined related consolidated statements of operations operations, consolidated statements of comprehensive income, consolidated statements of equity and consolidated statements of cash flows of the Alkali Chemicals Division of Seller Transferred Entities (as they relate to such entities in existence at the applicable time periods) for each of the fiscal years ended December 31, 2013 2016 and 2012; (iii) the audited combined statements of cash flows of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 31, 2013 2015, and 2012; (ivy) the unaudited condensed combined consolidated balance sheet of the Alkali Chemicals Division of Seller Transferred Entities (as it relates to such entities in existence at the applicable dates) as of September 30March 31, 2014; (v) 2017 and the related unaudited condensed combined statements consolidated statement of operations of the Alkali Chemicals Division of Seller Transferred Entities (as it relates to such entities in existence at the applicable time periods) for the nine three-month period ended March 31, 2017 (9)-month periods ended September 30, 2014 and 2013; and (vi) the unaudited condensed combined statements of cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 (the items referred to in clauses (i) through (vi), with any notes thereto, being herein collectively referred to as the “Financial Statements” and the items referred to in clauses (iv) through (vi), with any notes thereto, being herein collectively referred to as the “Interim Financial Statements”). The Financial Statements (i) were derived from and prepared in accordance with the books of account and other financial records of the Transferred Entities, (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be noted therein) from except, in the books and records case of the BusinessInterim Financial Statements, for the omission of footnotes, and subject to normal adjustments, which will not be material in nature or amount to the Transferred Entities), and (iii) present fairly, in all material respects, the combined consolidated financial position and the combined consolidated results of operations of the Business Transferred Entities, as applicable, as of the respective dates thereof or and the periods then ended, except that as set forth in the notes thereto (subject, in the case of Interim Financial Statements may be subject to year-end adjustments and may not contain all footnotes and other presentation items required under GAAP. Notwithstanding Seller’s representations and warranties made in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered by the Financial Statements, to normal adjustments, which will not be material in nature or amount to the Business has not operated as a separate stand-alone entity Transferred Entities). The Second Quarter Financial Statements, if delivered , (a) were derived from and prepared in accordance with the books of Selleraccount and other financial records of the Transferred Entities, instead the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the Business; and the Financial Statements (b) have been prepared from Seller’s historical accounting records and are presented in accordance with GAAP applied on a stand-alone basis; andconsistent basis during the periods involved (except for the omission of footnotes, as a resultand subject to normal adjustments, which will not be material in nature or amount to the Transferred Entities), and (c) present fairly, in all material respects, the Financial Statements are not necessarily indicative of what the results of operations, consolidated financial position and cash flows the consolidated results of operations of the Business will be Transferred Entities, as applicable, as of the respective dates thereof and the periods then ended, except as set forth in the futurenotes thereto (subject to normal adjustments, which will not be material in nature or amount to the Transferred Entities).

Financial Statements; Liabilities. (a) Section 3.5 2.6(a) of the Seller Disclosure Schedule sets forth the following financial statements: (i) the audited combined unaudited balance sheets of the Alkali Chemicals Division of Seller, Seller as of December 31, 2013 2021 and 2012; 2022 (the balance sheet as of December 31, 2022, the “2022 Balance Sheet”), (ii) the audited combined unaudited balance sheet of Seller as of September 31, 2023] (the “Reference Balance Sheet”), (iii) the unaudited statements of operations of the Alkali Chemicals Division and cash flows of Seller for each of the fiscal years ended December 31, 2013 2021 and 2012; (iii) the audited combined statements of cash flows of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 312022, 2013 and 2012; (iv) the unaudited condensed combined balance sheet of the Alkali Chemicals Division of Seller as of September 30, 2014; (v) the unaudited condensed combined statements of operations of the Alkali Chemicals Division and cash flows of Seller for the nine (9)-month periods months ended September 3031, 2014 2023] (the balance sheets and 2013; and (vi) the unaudited condensed combined statements of operations and cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 (the items referred to in clauses (i) through and (vi)iii) above, together with any notes thereto, being herein collectively referred to as the “Annual Financial Statements” ”; the balance sheets and the items statements of operations and cash flows referred to in clauses (ii) and (iv) through (vi)above, together with any notes thereto, being herein collectively referred to as the “Interim Financial Statements”; and the Annual Financial Statements and the Interim Financial Statements being collectively referred to as the “Financial Statements”). Except as set forth on Section 2.6(a) of the Seller Disclosure Schedule, the Interim Financial Statements have been prepared on the same basis as the Annual Financial Statements. The Financial Statements have been prepared in accordance with GAAP (except as may be noted therein) derived from the books and records of Seller, were prepared in accordance with GAAP, have been prepared in accordance with the Businesshistorical accounting principles of Seller applied on a consistent basis (except as may be set forth in the notes thereto or as otherwise noted therein), and present fairly, in all material respects, the combined financial position and the combined results of operations and cash flows of the Business Seller as of the respective dates thereof or for the periods then endedended (subject, except that in the case of the Interim Financial Statements may be subject Statements, to the absence of notes and normal year-end adjustments and may not contain all footnotes and other presentation items required under GAAP. Notwithstanding Seller’s representations and warranties made in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered by the Financial Statementsadjustments, the Business has not operated as a separate stand-alone entity effect of Seller, instead the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements which adjustments have not historically been prepared for the Business; and the Financial Statements have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis; and, as a result, the Financial Statements are will not necessarily indicative of what the results of operations, financial position and cash flows of the Business will be in the futurematerial).

Financial Statements; Liabilities. (a) Attached hereto as Section 3.5 4.5(a) of the Seller Disclosure Schedule sets forth are the following consolidated financial statements: statements of the Company and the Subsidiaries (collectively, the “Financial Statements”): (i) the audited combined balance sheets and statements of the Alkali Chemicals Division of Sellerincome, shareholders’ equity and cash flows as of December 31, 2013 and 2012; (ii) the audited combined statements of operations of the Alkali Chemicals Division of Seller for each of the fiscal years ended December March 31, 2013 2007, 2006 and 2012; 2005, and (iiiii) unaudited balance sheet and related statement of income (the audited combined statements “Most Recent Financial Statements”) as of cash flows of and for the Alkali Chemicals Division of Seller for each of the fiscal years two months ended December May 31, 2013 and 2012; (iv) the unaudited condensed combined balance sheet of the Alkali Chemicals Division of Seller as of September 30, 2014; (v) the unaudited condensed combined statements of operations of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013; and (vi) the unaudited condensed combined statements of cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 2007 (the items referred to in clauses (i) through (vi), with any notes thereto, being herein collectively referred to as the “Financial Statements” and the items referred to in clauses (iv) through (vi), with any notes thereto, being herein collectively referred to as the “Interim Financial StatementsMost Recent Fiscal Period End”). The Financial Statements (other than the Most Recent Financial Statements), including the notes thereto, have been prepared based upon the Company’s and the Subsidiaries’ books and records and are in accordance with GAAP (except as may be noted therein) from GAAP, and fairly present the books and records consolidated financial condition of the Business, Company and present fairly, the Subsidiaries in all material respects, respects as of the combined financial position dates stated and the combined consolidated results of operations of the Business as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements may be subject to year-end adjustments and may not contain all footnotes and other presentation items required under GAAP. Notwithstanding Seller’s representations and warranties made in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered by the Financial Statements, the Business has not operated as a separate stand-alone entity of Seller, instead the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the Business; Company and the Subsidiaries for such periods. The Most Recent Financial Statements have been prepared from Sellerbased upon the Company’s historical and the Subsidiaries’ books and records in accordance with the Company’s accounting records policies and procedures consistently applied, which, except as set forth in Section 4.5(a) of the Disclosure Schedule, are presented on a stand-alone basis; andin accordance with GAAP, and fairly present the consolidated financial condition of the Company and the Subsidiaries in all material respects as a resultof March 31, the Financial Statements are not necessarily indicative of what 2007 and the results of operations, financial position and cash flows operations of the Business will be Company and the Subsidiaries for such period, except that the Most Recent Financial Statements contain estimates of certain accruals, lack footnotes, and are subject to normal year-end adjustments (in each case, none of which would, alone or in the futureaggregate, be material). Section 4.5(a) of the Disclosure Schedule lists, and the Company has delivered to Parent copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K promulgated by the Securities and Exchange Commission) effected by the Company since April 1, 2006.

Financial Statements; Liabilities. (a) Section 3.5 of the Seller Disclosure Schedule sets forth the following financial statements: (i) The Unaudited Pro Forma Financials have been certified by the audited combined balance sheets chief executive officer and chief financial officer of the Alkali Chemicals Division of Seller, as of December 31, 2013 and 2012; (ii) the audited combined statements of operations of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 31, 2013 and 2012; (iii) the audited combined statements of cash flows of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 31, 2013 and 2012; (iv) the unaudited condensed combined balance sheet of the Alkali Chemicals Division of Seller as of September 30, 2014; (v) the unaudited condensed combined statements of operations of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013; and (vi) the unaudited condensed combined statements of cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 (the items referred to in clauses (i) through (vi), with any notes thereto, being herein collectively referred to as the “Financial Statements” and the items referred to in clauses (iv) through (vi), with any notes thereto, being herein collectively referred to as the “Interim Financial Statements”)Company. The Financial Statements have been prepared income statements in accordance with GAAP (except as may be noted therein) from the books and records of Unaudited Pro Forma Financials present fairly the Business, and present fairly, in all material respects, the combined financial position and the combined results of operations of the Business Company and the WFOEs for the period covered, and the balance sheets in the Unaudited Pro Forma Financials present fairly the financial condition of the Company and the WFOEs as of their respective dates. (ii) Except as disclosed in Section 3.8(ii) of the respective dates thereof or Disclosure Schedule, none of the periods then endedGroup Companies has any outstanding Liabilities, except (a) Liabilities that are reflected or disclosed in the Interim Financial Statements may be subject to year-end adjustments most recent balance sheet in the Unaudited Pro Forma Financials, (b) Liabilities incurred in the ordinary course of business and may consistent with past practice since April 30, 2007, or (c) Liabilities, in the aggregate not contain all footnotes exceeding US$200,000, incurred since April 30, 2007 that are not in the ordinary course of business or consistent with past practice. (iii) Each of Mr. Qi JI and other presentation items required under GAAP. Notwithstanding Seller’s representations and warranties made in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered by the Financial Statements, the Business Key Management Personnel has not operated as a separate standbeen and shall not be in violation or breach of any non-alone entity of Sellercompetition obligations arising from any Contract, instead Applicable Law or otherwise, including without limitation the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the Business; Home Inns Hotel Management (Beijing) Limited Employment And Confidentiality Agreement and the Financial Statements have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis; andHome Inns Hotel Management (Hong Kong) Limited Employment And Confidentiality Agreement entered into by Mr. Qi JI, as a resultresult of having worked for or owning interest in any Group Company. 3.9 Absence of Changes. Since April 30, 2007: (i) none of the Financial Statements are Group Companies has entered into any transaction in an amount in excess of US$200,000 (or its equivalent in any other currency) which is not necessarily indicative in the ordinary course of what business consistent with past practice; (ii) there have been no changes, whether individually or in the results of operationsaggregate, that would constitute or lead to a Significant Breach with respect to the business, financial position and cash flows condition, results, operations or prospects of any of the Business will be Group Companies; (iii) there has been no damage to, destruction or loss of physical property (whether or not covered by insurance), whether individually or in the future.aggregate, that would constitute or lead to a Significant Breach with respect to the business or operations of any Group Company;

Financial Statements; Liabilities. (a) Section 3.5 of the Seller Disclosure Attached hereto as Schedule sets forth 4.7(a) are the following financial statements: statements of the Company Entities (collectively the “Financial Statements”): (i) the audited combined unaudited consolidated balance sheets sheet, and consolidated statements of income and members’ equity, and cash flows of the Alkali Chemicals Division of Seller, Company Entities as of and for the fiscal year ended December 31, 2013 2016 and 2012; (ii) the audited combined reviewed balance sheets and statements of operations income and members’ equity and cash flows of the Alkali Chemicals Division NH Rapid Machining, LLC and Rapid Sheet Metal, LLC as of Seller and for each of the fiscal years ended December 31, 2013 2015 and 20122014; and (iiiii) the audited combined unaudited balance sheet and statements of income and members’ equity, and cash flows of the Alkali Chemicals Division of Seller for each of Company Entities (the fiscal years ended December 31, 2013 and 2012; (iv“Most Recent Financial Statements”) the unaudited condensed combined balance sheet of the Alkali Chemicals Division of Seller as of September 30, 2014; (v) the unaudited condensed combined statements of operations of the Alkali Chemicals Division of Seller and for the nine (9)-month periods nine-month period ended September 30, 2014 and 2013; and (vi) the unaudited condensed combined statements of cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 2017 (the items referred to in clauses (i) through (vi), with any notes thereto, being herein collectively referred to as the “Financial Statements” and the items referred to in clauses (iv) through (vi), with any notes thereto, being herein collectively referred to as the “Interim Financial StatementsMost Recent Fiscal Month End”). The Financial Statements have been prepared in accordance with GAAP (except as may be noted therein) from the books and records of the Business, and present fairly, in all material respects, the combined financial position and the combined results of operations of the Business applicable Company Entities as of the respective dates thereof or thereof, and the results of operation of the applicable Company Entities for the periods then ended, except that the Interim indicated. The Financial Statements may be subject to year-end adjustments are consistent with the books and may not contain records of the applicable Company Entities, which books and records are true, correct and complete in all footnotes and other presentation items required under GAAPmaterial respects. Notwithstanding Seller’s representations and warranties made in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered by the Financial Statements, the Business has not operated as a separate stand-alone entity of Seller, instead the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the Business; and the The Financial Statements have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis; and, as a result, in conformity with GAAP (except that the Most Recent Financial Statements are do not necessarily indicative contain the footnotes required by GAAP) and fairly present in all material respects the financial position of what the applicable Company Entities at the dates of the balance sheets included therein and the results of operationstheir operations for the respective periods indicated therein (subject, financial position and cash flows in the case of the Business will be in the futureMost Recent Financial Statements, to customary year-end adjustments).

Financial Statements; Liabilities. (a) Section 3.5 4.6(a) of the Seller Company Disclosure Schedule sets forth the following financial statements: Schedules contains a true and complete copy of (i) the audited combined balance sheets of the Alkali Chemicals Division of Seller, Company Business as of December 31, 2013 2012 and December 31, 2011, and the related audited combined statements of operations, net parent investment and cash flows for each of the three years in the period ended December 31, 2012; , together with the notes thereto (collectively, the “Company Audited Financial Statements”), and (ii) the audited unaudited combined balance sheets of the Company Business of Apria Healthcare Group Inc. as of June 30, 2012, June 30, 2013 and September 30, 2013 and the related unaudited combined statements of operations of operations, net parent investment and cash flows for the Alkali Chemicals Division of Seller for each of the fiscal years six-month periods ended December 31-29- June 30, 2012 and 2013 and 2012; (iii) the audited combined statements of cash flows of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 31, 2013 and 2012; (iv) the unaudited condensed combined balance sheet of the Alkali Chemicals Division of Seller as of September 30, 2014; (v) the unaudited condensed combined statements of operations of the Alkali Chemicals Division of Seller for the nine (9)-month periods nine-month period ended September 30, 2014 and 2013; and (vi) the unaudited condensed combined statements of cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 (the items referred to in clauses (i) through (vi)collectively, with any notes thereto, being herein collectively referred to as the “Company Unaudited Financial Statements” and ”, and, together with the items referred to in clauses (iv) through (vi)Company Audited Financial Statements, with any notes thereto, being herein collectively referred to as the “Interim Company Financial Statements”). The Company Financial Statements have been prepared from the books of account and other financial records of the Company and the Company Subsidiaries in accordance with GAAP GAAP, as at the dates and for the periods presented (except as may be noted therein) from stated therein or in the books and records of notes thereto and, with respect to the BusinessCompany Unaudited Financial Statements, subject to normal year-end adjustments), consistently applied by the Company, and present fairlyfairly present, in all material respects, the combined financial position and the combined condition, results of operations and cash flows of the Business Company and the Company Subsidiaries as of the respective dates thereof or and for the respective periods then endedpresented therein, except that the Interim Financial Statements may be subject to the notes therein and, in the case of the Company Unaudited Financial Statements, normal year-end adjustments and may not contain all footnotes and other presentation items adjustments. (b) Except as set forth in Section 4.6(b) of the Company Disclosure Schedules, neither the Company nor any of the Company Subsidiaries has any Liability of a type that would be required under to be reported on a balance sheet prepared in accordance with GAAP. Notwithstanding Seller’s representations and warranties made , except Liabilities (i) disclosed in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered by the Company Financial Statements, (ii) incurred since December 31, 2012 in the Business has not operated as a separate stand-alone entity of Seller, instead the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the Business; and the Financial Statements have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis; and, as a result, the Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows ordinary course of the Business will be consistent with past practice, (iii) expressly contemplated by this Agreement, or (iv) that would not, individually or in the futureaggregate, reasonably be expected to have a Company Material Adverse Effect. (c) The Company and the respective Company Subsidiaries maintain systems of internal controls and procedures concerning financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including but not limited to internal accounting controls sufficient to provide reasonable assurance that: (A) transactions are executed only in accordance with management’s and directors’ general or specific authorization; (B) transactions are recorded as necessary to permit the preparation of financial statements of the Company or the Company Subsidiaries in conformity with GAAP and maintain accountability for assets and such records are maintained in reasonable detail and accurately and fairly reflect the transactions and dispositions of the assets of the Company and the Company Subsidiaries; and (C) the recorded accountability for assets (which, for the avoidance of doubt, includes the prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and the Company Subsidiaries that could have a material effect on the Company’s and the Company Subsidiaries’ respective financial statements) is maintained at reasonable intervals and appropriate action is taken with respect to any differences. There are no significant deficiencies (as such term is defined in Regulation S-X under the Securities Act) in the Company and the Company Subsidiaries’ internal controls likely to adversely affect the Company and the Company Subsidiaries’ ability to record, process, summarize and report financial information. To the Knowledge of the Company, there has not been any fraud, whether or not material, that involves management or other employees of the Company and the Company Subsidiaries who have a significant role in its internal controls over financial reporting. Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between the Company and any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other -30- hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company’s or such Company Subsidiary’s financial statements. (d) Since December 31, 2012, (i) the Company and each Company Subsidiary have conducted the Company Business only in the ordinary course of business consistent with past practice, (ii) there has not been any event, occurrence, circumstance, development or condition that, individually or in the aggregate, has had or would be reasonably expected to have a Company Material Adverse Effect, and (iii) except as expressly contemplated by this Agreement (including Exhibit A) or as set forth in Section 4.6(d) of the Company Disclosure Schedules, neither the Company nor any Company Subsidiary has taken any of the actions described in clauses (a) through (g) or (i) through (s) or (u) of Section 6.1. SECTION 4.7.

Financial Statements; Liabilities. (a) Section 3.5 2.6(a) of the Seller Disclosure Schedule sets forth the following financial statements: (i) the audited combined balance sheets of the Alkali Chemicals Division of Seller, Seller as of December 31, 2013 2011 and 2012 (the audited balance sheet as of December 31, 2012; , the “Audited 2012 Balance Sheet”), (ii) the audited combined statements of operations of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 31, 2013 and 2012; (iii) the audited combined statements of cash flows of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 31, 2013 and 2012; (iv) the unaudited condensed combined balance sheet of the Alkali Chemicals Division of Seller as of September 30, 2014; 2013 (vthe “Reference Balance Sheet”), (iii) the audited statements of operations and cash flows of Seller for the years ended December 31, 2011 and 2012, (iv) the unaudited condensed combined statements of operations of the Alkali Chemicals Division and cash flows of Seller for the nine (9)-month periods months ended September 30, 2014 and 2013; and (vi) the unaudited condensed combined statements of cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 (the items balance sheets and statements of operations and cash flows referred to in clauses (i) through and (vi)iii) above, together with any notes thereto, being herein collectively referred to as the “Annual Financial Statements” ”; the balance sheets and the items statements of operations and cash flows referred to in clauses (ii) and (iv) through (vi)above, together with any notes thereto, being herein collectively referred to as the “Interim Financial Statements”; and the Annual Financial Statements and the Interim Financial Statements being collectively referred to as the “Financial Statements”). Except as set forth on Section 2.6(a) of the Seller Disclosure Statement, the Interim Financial Statements have been prepared on the same basis as the Annual Financial Statements. The Financial Statements have been derived from the books and records of Seller, have been prepared in accordance with GAAP applied on a consistent basis (except as may be set forth in the notes thereto or as otherwise noted therein) from the books and records of the Business), and present fairly, in all material respects, the combined financial position and the combined results of operations and cash flows of the Business Seller as of the respective dates thereof or for the periods then endedended (subject, except that in the Interim case of the unaudited Financial Statements may be subject Statements, to the absence of notes and normal year-end adjustments and may not contain all footnotes and other presentation items required under GAAP. Notwithstanding Seller’s representations and warranties made in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered by the Financial Statementsadjustments, the Business has not operated as a separate stand-alone entity effect of Seller, instead the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements which adjustments have not historically been prepared for the Business; and the Financial Statements have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis; and, as a result, the Financial Statements are will not necessarily indicative of what the results of operations, financial position and cash flows of the Business will be in the futurematerial).

Financial Statements; Liabilities. (a) Section 3.5 Attached as Schedule 2.7(a) hereto are (x) the audited consolidated balance sheets as of June 30, 2002 and 2001 and the related consolidated statements of operations, stockholders' equity, and cash flow for the years ended June 30, 2002 and 2001 and the six-month period ended June 30, 2000, together with the auditors' reports thereon (the "Audited Financial Statements"), and (y) the unaudited consolidated balance sheet and statements of operations, stockholders' equity and cash flow of the Seller Disclosure Schedule sets forth Company and its consolidated Subsidiaries as of and for the following financial statements: period ending September 30, 2002 (the "Interim Financial Statements" and, together with the Audited Financial Statements, the "Financial Statements"), all of which (i) the audited combined balance sheets of the Alkali Chemicals Division of Sellerare complete in all material respects, as of December 31, 2013 and 2012; (ii) the audited combined statements of operations of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 31, 2013 and 2012; (iii) the audited combined statements of cash flows of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 31, 2013 and 2012; (iv) the unaudited condensed combined balance sheet of the Alkali Chemicals Division of Seller as of September 30, 2014; (v) the unaudited condensed combined statements of operations of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013; and (vi) the unaudited condensed combined statements of cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 (the items referred to in clauses (i) through (vi), with any notes thereto, being herein collectively referred to as the “Financial Statements” and the items referred to in clauses (iv) through (vi), with any notes thereto, being herein collectively referred to as the “Interim Financial Statements”). The Financial Statements have been prepared in accordance with GAAP (except as may be noted therein) from the books and records of the BusinessCompany and its Subsidiaries, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as otherwise stated in the footnotes or the audit opinion related thereto, copies of which are included as part of Schedule 2.7(a) hereto), (iv) with respect to the Interim Financial Statements, have been prepared in a matter consistent, in all material respects, with the preparation of the Audited Financial Statements and (v) present fairly, in all material respects, the combined consolidated financial position and the combined results of operations of the Business Company and its consolidated Subsidiaries as of the respective dates thereof or stated in such financial statements and the results of their operations for the periods then endedstated therein (subject to, except that in the case of the Interim Financial Statements may be subject Statements, with respect to clauses (i) through (v), normal year-end adjustments and may not contain all footnotes and other presentation items required under GAAPthe absence of footnotes). Notwithstanding Seller’s representations and warranties made Except as set forth in this Section 3.5(a) or Section 3.5(cSchedule 2.7(a), Purchaser acknowledges that throughout such Financial Statements do not reflect any material change in accounting principles during the periods covered by the Financial Statements, the Business has not operated as a separate stand-alone entity of Seller, instead the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the Business; and the Financial Statements have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis; and, as a result, the Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of the Business will be in the futureindicated.

Financial Statements; Liabilities. (a) Section 3.5 2.6(a) of the Seller Disclosure Schedule sets forth the following financial statements: (i) the audited combined unaudited balance sheets of the Alkali Chemicals Division of Seller, Seller as of December 31, 2013 2018 and 2012; 2019 (the balance sheet as of December 31, 2019, the “2019 Balance Sheet”), (ii) the audited combined unaudited balance sheet of Seller as of June 30, 2020 (the “Reference Balance Sheet”), (iii) the unaudited statements of operations of the Alkali Chemicals Division and cash flows of Seller for each of the fiscal years ended December 31, 2013 2018 and 2012; (iii) the audited combined statements of cash flows of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 312019, 2013 and 2012; (iv) the unaudited condensed combined balance sheet of the Alkali Chemicals Division of Seller as of September 30, 2014; (v) the unaudited condensed combined statements of operations of the Alkali Chemicals Division and cash flows of Seller for the nine (9)-month periods six months ended September June 30, 2014 2020 (the balance sheets and 2013; and (vi) the unaudited condensed combined statements of operations and cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 (the items referred to in clauses (i) through and (vi)iii) above, together with any notes thereto, being herein collectively referred to as the “Annual Financial Statements” ”; the balance sheets and the items statements of operations and cash flows referred to in clauses (ii) and (iv) through (vi)above, together with any notes thereto, being herein collectively referred to as the “Interim Financial Statements”; and the Annual Financial Statements and the Interim Financial Statements being collectively referred to as the “Financial Statements”). Except as set forth on Section 2.6(a) of the Seller Disclosure Schedule, the Interim Financial Statements have been prepared on the same basis as the Annual Financial Statements. The Financial Statements have been prepared in accordance with GAAP (except as may be noted therein) derived from the books and records of Seller, were not prepared in accordance with GAAP, have been prepared in accordance with the Businesshistorical accounting principles of Seller applied on a consistent basis (except as may be set forth in the notes thereto or as otherwise noted therein), and present fairly, in all material respects, the combined financial position and the combined results of operations and cash flows of the Business Seller as of the respective dates thereof or for the periods then endedended (subject, except that in the case of the Interim Financial Statements may be subject Statements, to the absence of notes and normal year-end adjustments and may not contain all footnotes and other presentation items required under GAAP. Notwithstanding Seller’s representations and warranties made in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered by the Financial Statementsadjustments, the Business has not operated as a separate stand-alone entity effect of Seller, instead the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements which adjustments have not historically been prepared for the Business; and the Financial Statements have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis; and, as a result, the Financial Statements are will not necessarily indicative of what the results of operations, financial position and cash flows of the Business will be in the futurematerial).

Financial Statements; Liabilities. (a) Section 3.5 of the Seller Disclosure Schedule sets forth the following financial statements: (i) audited, combined and consolidated statements of operations, statements of cash flows and statements of changes of equity of the audited business of Xxxxxxxx Sundstrand Industrial, a component of Xxxxxxxx Sundstrand Corporation, a wholly owned Subsidiary of Parent, for the years ended December 31, 2009, 2010 and 2011 and audited, combined and consolidated balance sheets of the Alkali Chemicals Division of Seller, as of December 31, 2013 2010 and 2012December 31, 2011; and (ii) the audited unaudited, combined and consolidated interim statements of operations of the Alkali Chemicals Division business of Seller Xxxxxxxx Sundstrand Industrial, a component of Xxxxxxxx Sundstrand Corporation, a wholly owned Subsidiary of Parent, for each of the fiscal years three-month period ended December March 31, 2013 2012 and 2012; (iii) the audited 2011 and unaudited, combined statements and consolidated balance sheets as of cash flows of the Alkali Chemicals Division of Seller for each of the fiscal years ended December March 31, 2013 2012 and 2012; (iv) the unaudited condensed combined balance sheet of the Alkali Chemicals Division of Seller as of September 30, 2014; (v) the unaudited condensed combined statements of operations of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013; and (vi) the unaudited condensed combined statements of cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 2011 (the items referred to in clauses clause (i) through (vi), with any notes thereto, being herein collectively referred to as the “Audited Financial Statements” and ”; the items referred to in clauses clause (ivii) through (vi), with any notes thereto, being herein collectively referred to as the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Audited Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein) from the books and records of the Business), and present fairly, in all material respects, the combined and consolidated financial position and the combined and consolidated results of operations, cash flows and changes of equity of the business of Xxxxxxxx Sundstrand Industrial, a component of Xxxxxxxx Sundstrand Corporation, a wholly owned Subsidiary of Parent, as of the respective dates thereof or the periods then ended. The Interim Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (and do not include any normal and recurring carve-out adjustments normally made to audited financial statements), and present fairly, in all material respects, the combined and consolidated financial position and the combined and consolidated results of operations of the Business business of Xxxxxxxx Sundstrand Industrial, a component of Xxxxxxxx Sundstrand Corporation, a wholly owned Subsidiary of Parent, as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements may be subject in each case to normal and recurring year-end adjustments that were not or are not expected to be material in amount and may not contain all footnotes and other presentation items required under GAAP. Notwithstanding Seller’s representations and warranties the absence of disclosures normally made in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered by the Financial Statements, the Business has not operated as a separate stand-alone entity of Seller, instead the Business has been reported within Seller’s consolidated footnotes to audited financial statements; stand-alone financial statements have not historically been prepared for the Business; and the Financial Statements have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis; and, as a result, the Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of the Business will be in the future.

Financial Statements; Liabilities. (a) Section 3.5 The Sellers have previously delivered or caused to be delivered to WRF copies of the Seller Disclosure Schedule sets forth the following financial statements: (i) the audited combined balance sheets of the Alkali Chemicals Division each of SellerLEC, LAC and FIM as of December 31 for the fiscal years 1997, 1998 and 1999 and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years then ended, together with the related notes thereto, accompanied by the audit report of XxXxxxx & Ingles LLP, independent public accountants with respect thereto (the balance sheets and the statements above being referred to collectively as the "Financial Statements" and the December 31, 2013 1999 balance sheets as the "Balance Sheets") and 2012; (ii) the audited combined statements unaudited balance sheets of operations ASC as of the Alkali Chemicals Division of Seller December 31 for each of the fiscal years ended December 3131 1997, 2013 1998 and 2012; (iii) 1999 and the audited combined related unaudited statements of income, changes in shareholders' equity and cash flows for the fiscal years then ended, together with the related notes thereto. The balance sheets referred to in the previous sentence (including the related notes) fairly present in all material respects the financial position of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 31respective Legend Companies as of the dates thereof, 2013 and 2012; the other Financial Statements fairly present in all material respects (ivsubject, in the case of the unaudited statements, to recurring adjustments normal in nature and amount and the addition of footnotes) the unaudited condensed combined balance sheet results of the Alkali Chemicals Division operations, cash flows and changes in shareholders' equity of Seller as of September 30, 2014; (v) the unaudited condensed combined statements of operations each of the Alkali Chemicals Division of Seller respective Legend Companies for the nine (9)-month respective fiscal periods ended September 30, 2014 and 2013therein set forth; and such balance sheets and statements (viincluding the related notes, where applicable) the unaudited condensed combined statements of cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 (the items referred to in clauses (i) through (vi), with any notes thereto, being herein collectively referred to as the “Financial Statements” and the items referred to in clauses (iv) through (vi), with any notes thereto, being herein collectively referred to as the “Interim Financial Statements”). The Financial Statements have been prepared in accordance with GAAP (except as may be noted therein) from the books and records of the Business, and present fairly, in all material respects, the combined financial position and the combined results of operations of the Business as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements may be subject to year-end adjustments and may not contain all footnotes and other presentation items required under GAAP. Notwithstanding Seller’s representations and warranties made in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that consistently applied throughout the periods covered by the Financial Statements, the Business has not operated involved except as a separate stand-alone entity of Seller, instead the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the Business; and the Financial Statements have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis; and, as a result, the Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of the Business will be in the futurenoted therein.

Financial Statements; Liabilities. (a) Section 3.5 of the Seller Parent Disclosure Schedule sets forth the following financial statementsforth: (i) the audited combined unaudited statements of operations of the Specified Transferred Entities for the years ended December 31, 2019 and 2018 and the unaudited balance sheets of the Alkali Chemicals Division of Seller, Specified Transferred Entities as of December 31, 2013 2019 and 2012; 2018 (the “Annual Transferred Entity Financial Statements”), (ii) the audited combined unaudited interim statement of operations of the Specified Transferred Entities for the six months ended June 30, 2020 and the unaudited balance sheet of the Specified Transferred Entities as of June 30, 2020 (the “Interim Transferred Entity Financial Statements”, and together with the Annual Transferred Entity Financial Statements, the “Transferred Entity Financial Statements”), (iii) the unaudited statements of operations of SMB LLC for the Alkali Chemicals Division of Seller for each of the fiscal years ended December 31, 2013 2019 and 2012; (iii) 2018 and the audited combined statements unaudited balance sheets of cash flows SMB LLC as of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 31, 2013 2019 and 2012; 2018 (the “Annual SMB Financial Statements”) and (iv) the unaudited condensed combined interim statement of operations of SMB LLC for the six months ended June 30, 2020 and the unaudited balance sheet of the Alkali Chemicals Division of Seller SMB LLC as of September June 30, 2014; 2020 (v) the unaudited condensed combined statements of operations of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013; and (vi) the unaudited condensed combined statements of cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 (the items referred to in clauses (i) through (vi), with any notes thereto, being herein collectively referred to as the “Financial Statements” and the items referred to in clauses (iv) through (vi), with any notes thereto, being herein collectively referred to as the “Interim SMB Financial Statements”, and together with the Annual SMB Financial Statements, the “SMB Financial Statements”). The Transferred Entity Financial Statements have been prepared in accordance with GAAP (except as may be noted therein) from do not materially misstate the books and records of the Business, and present fairly, in all material respects, the combined financial position and the combined results of operations of the Business Specified Transferred Entities on a combined, carve-out basis as of the respective dates thereof or the periods then endedended in accordance with GAAP, except that and the Interim SMB Financial Statements do not materially misstate the financial position and the results of operations of SMB LLC on a carve-out basis as of the respective dates thereof or the periods then ended in accordance with GAAP, in each case except as may be noted therein and subject to normal and recurring year-end adjustments and may not contain all footnotes the absence of footnote disclosures; provided, that the Transferred Entity Financial Statements and other presentation items required under GAAP. Notwithstanding Seller’s the SMB Financial Statements (collectively, the “Business Financial Statements”) and the foregoing representations and warranties made in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered are qualified by the fact that (A) the Transferred Entities have not operated on a separate standalone basis and have historically been reported within Parent’s consolidated financial statements and (B) to Parent’s knowledge, and having regard for the purpose for which the Business Financial StatementsStatements were prepared, the Business has not operated as a separate stand-alone entity of Seller, instead the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the Business; and the Financial Statements (x) assume certain allocated charges and credits which do not necessarily reflect amounts that would have been prepared resulted from Seller’s historical accounting records and are presented arms’-length transactions or that the Transferred Entities would incur on a stand-alone basis; and, as a result, the Financial Statements standalone basis and (y) are not necessarily indicative of what the results of operations, financial position and cash flows of the Business Transferred Entities will be in the future.

Financial Statements; Liabilities. SURGICOE has previously furnished to USP (a) Section 3.5 of the Seller Disclosure Schedule sets forth the following financial statements: (i) the audited combined unaudited consolidated balance sheets of the Alkali Chemicals Division of Seller, as of SURGICOE and its Subsidiaries at December 31, 2013 1999 and 2012; (ii) December 31, 2000, and the audited combined related consolidated statements of operations of the Alkali Chemicals Division of Seller income for each of the fiscal years ended then ended, and (b) an unaudited consolidated balance sheet of SURGICOE and its Subsidiaries (the “Balance Sheet”) at December 31, 2013 2001 (the “Balance Sheet Date”) and 2012; (iii) the audited combined related statements of cash flows income for the 12 months then ended. The Balance Sheet is attached hereto as Schedule 3.5. Such balance sheets (including any related notes and schedules) fairly present the consolidated financial position of SURGICOE as of their dates, and such other financial statements (including any related notes and schedules) fairly present the consolidated results of operations or other information included therein of SURGICOE and its Subsidiaries for the periods or as of the Alkali Chemicals Division of Seller for dates therein set forth, in each of the fiscal years ended December 31, 2013 and 2012; (iv) the unaudited condensed combined balance sheet of the Alkali Chemicals Division of Seller as of September 30, 2014; (v) the unaudited condensed combined statements of operations of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013; and (vi) the unaudited condensed combined statements of cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 (the items referred to in clauses (i) through (vi), with any notes thereto, being herein collectively referred to as the “Financial Statements” and the items referred to in clauses (iv) through (vi), with any notes thereto, being herein collectively referred to as the “Interim Financial Statements”). The Financial Statements have been prepared case in accordance with GAAP (except as may be noted therein) from the books and records of the Business, and present fairly, in all material respects, the combined financial position and the combined results of operations of the Business as of the respective dates thereof or generally accepted accounting principles consistently applied during the periods then endedinvolved, except that (x) as to the Interim Financial Statements may be subject to interim unaudited statements, for normal year-end adjustments and may not contain all footnotes and other presentation items required under GAAP. Notwithstanding Seller’s representations and warranties made only as such principles apply to interim unaudited statements, (y) for certain leases that are treated as operating leases in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout said financial statement but which the periods covered by the Financial Statements, the Business has not operated parties have treated as a separate stand-alone entity of Seller, instead the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the Business; and the Financial Statements have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis; and, as a result, the Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows debt in their calculations of the Business will be Closing Date Consideration and (z) they do not include the footnotes required by generally accepted accounting principles. Except as reflected or disclosed in the futureBalance Sheet or a Schedule attached hereto, other than liabilities of the type set forth in the Balance Sheet that are incurred since the Balance Sheet Date in the ordinary course of their respective businesses and liabilities incurred in connection with the proposed Merger or otherwise contemplated or permitted by this Agreement, neither SURGICOE nor any of its Subsidiaries is as of the date hereof subject to any material liability, including without limitation contingent liabilities.

Financial Statements; Liabilities. (a) Section 3.5 Copies of each of the audited consolidated financial statements of the Seller Disclosure Schedule sets forth for the following financial statementsfiscal years ended June 30, 2003, June 30, 2002 and June 30, 2001 have been provided to the Acquiror (the "Parent Financial Statements"). Copies of each of: (i) the audited combined balance sheets unaudited consolidated financial statements of the Alkali Chemicals Division of SellerCompany and its Subsidiaries for the years ended June 30, as of December 312003, 2013 June 30, 2002 and 2012June 30, 2001; and (ii) the audited combined unaudited consolidated financial statements of operations of the Alkali Chemicals Division of Seller Company and its Subsidiaries for the two months ended August 31, 2003 (collectively, the "Company Financial Statements") have been provided to the Acquiror. Except as set forth on Schedule 2.4(a), each of the fiscal years ended December 31Parent Financial Statements (including the footnotes thereto) is in accordance with the books and records of the Seller, 2013 presents fairly and 2012; (iii) accurately the audited combined statements financial position, assets and liabilities and results of operations and cash flows of the Alkali Chemicals Division Seller at the dates and for the periods indicated and has been prepared in accordance with generally accepted accounting principles applied on a consistent basis in effect on the date hereof as set forth in the opinions and pronouncements of Seller the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States ("GAAP"). The Parent Financial Statements contain appropriate allowances and reserves for the Seller's accounts receivable and other accruals. Except as set forth on Schedule 2.4(a), each of the fiscal years ended December 31Company Financial Statements (including the footnotes thereto, 2013 if any) is in accordance with the books and 2012; (iv) the unaudited condensed combined balance sheet records of the Alkali Chemicals Division of Seller as of September 30Company, 2014; (v) presents fairly and accurately the unaudited condensed combined statements financial position, assets and liabilities and results of operations of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013; and (vi) the unaudited condensed combined statements of cash flows of the Alkali Chemicals Division of Seller Company and its Subsidiaries at the dates and for the nine (9)-month periods ended September 30, 2014 indicated and 2013 (the items referred to in clauses (i) through (vi), with any notes thereto, being herein collectively referred to as the “Financial Statements” and the items referred to in clauses (iv) through (vi), with any notes thereto, being herein collectively referred to as the “Interim Financial Statements”). The Financial Statements have has been prepared in accordance with GAAP (except as may be noted therein) from and on a basis consistent with the books Parent Financial Statements, subject only to normal and records of the Business, and present fairly, in all material respects, the combined financial position and the combined results of operations of the Business as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements may be subject to immaterial year-end adjustments and may not footnote disclosures and except for consolidating entries including income tax provisions and interest on intercompany indebtedness. The Company Financial Statements contain all footnotes appropriate allowances and reserves for the Company's and its Subsidiaries' accounts receivable and other presentation items required under GAAP. Notwithstanding Seller’s representations and warranties made in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered by the Financial Statements, the Business has not operated as a separate stand-alone entity of Seller, instead the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the Business; and the Financial Statements have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis; and, as a result, the Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of the Business will be in the futureaccruals.

Financial Statements; Liabilities. (a) Section 3.5 3.5(a) of the Seller Company Disclosure Schedule sets forth the following financial statements: (i) the consolidated audited combined balance sheets sheet, statement of the Alkali Chemicals Division comprehensive loss, statement of Seller, stockholders’ equity and statement of cash flow (including any related notes and schedules thereto) as of December and for the fiscal years ended July 31, 2013 2023, July 31, 2022 and 2012; July 31, 2021, in each case for the Company and the Company Subsidiaries on a consolidated basis (collectively, the “Company Audited Financial Statements”) and (ii) the audited combined unaudited consolidated balance sheet (the “Company Balance Sheet”) and the related unaudited statements of operations of the Alkali Chemicals Division of Seller for each of the fiscal years ended December 31, 2013 and 2012; (iii) the audited combined statements of cash flows of the Alkali Chemicals Division of Seller for each of Company and the fiscal years ended December 31, 2013 and 2012; (iv) the unaudited condensed combined balance sheet of the Alkali Chemicals Division of Seller Company Subsidiaries on a consolidated basis as of September April 30, 2014; (v) the unaudited condensed combined statements of operations of the Alkali Chemicals Division of Seller 2024 for the nine (9)-month periods period then-ended September 30, 2014 and 2013; and (vi) the unaudited condensed combined statements of cash flows of the Alkali Chemicals Division of Seller for the nine (9)-month periods ended September 30, 2014 and 2013 (the items referred to in clauses (i) through (vi), with any notes thereto, being herein collectively referred to as the “Interim Financial Statements” and together with the items referred to in clauses (iv) through (vi)Company Audited Financial Statements, with any notes thereto, being herein collectively referred to as the “Interim Company Financial Statements”). The Company Financial Statements (i) have been prepared from, and are in accordance with and in agreement with, the books and records of the Company and the Company Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and the Company Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to normal year-end audit adjustments the effect of which will not, individually or in the aggregate, be material), (iii) complied, as of their respective dates of preparation, in all material respects with applicable accounting requirements, and (iv) have been prepared in accordance with GAAP (except as may be noted therein) from the books and records of the Business, and present fairly, in all material respects, the combined financial position and the combined results of operations of the Business as of the respective dates thereof or consistently applied during the periods then ended, involved except that the Interim Financial Statements may be subject to year-end adjustments and may not contain all footnotes and other presentation items required under by GAAP. Notwithstanding Seller’s representations and warranties made in this Section 3.5(a) or Section 3.5(c), Purchaser acknowledges that throughout the periods covered by the Financial Statements, the Business has not operated as a separate stand-alone entity of Seller, instead the Business has been reported within Seller’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the Business; and the Financial Statements have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis; and, as a result, the Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of the Business will be in the future.