Common use of Financial Statements; Liabilities Clause in Contracts

Financial Statements; Liabilities. (a) The (i) audited consolidated financial statements of Parent included in Parent’s Annual Reports on Form 10-K for its fiscal years ended December 31, 2004 and December 31, 2003 (the “Parent 10-Ks”) and (ii) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2005 and June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended. (b) There are no liabilities of Parent or any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse Effect.

Financial Statements; Liabilities. (a) The Section 3.5 of the Seller Disclosure Schedule sets forth the following financial 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 consolidated financial combined balance sheets as of December 31, 2015 and 2014, (ii) the audited combined statements of Parent included in Parent’s Annual Reports on Form 10-K income for its fiscal each of the years ended December 31, 2004 2015, 2014 and 2013, (iii) the audited combined statements of cash flows for each of the years ended December 31, 2003 2015, 2014 and 2013, (iv) the “Parent 10-Ks”) and (ii) unaudited consolidated financial statements combined balance sheet as of Parent included in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2005 and June 30, 2005 fairly present 2016, (v) the unaudited combined statements of income for the six-month periods ended June 30, 2016 and 2015 and (vi) the unaudited combined statements of cash flows for the six-month periods ended June 30, 2016 and 2015 (the items referred to in all material respects in conformity clauses (i) through (vi), with applicable accounting requirements any notes thereto, being herein collectively referred to as the “Financial Statements” and the published rules and regulations of items referred to in clauses (iv) through (vi), with any notes thereto, being herein collectively referred to as the SEC with respect thereto and fairly present, “Interim Financial Statements”). The Financial Statements have been prepared in conformity accordance with GAAP applied on a consistent basis (except as may be indicated noted therein) in the notes thereto)all material respects, subjectand present fairly, in all material respects, the case combined financial position and the combined results of interim financial statementsoperations of the Business as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements may be subject to normal recurring 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), Purchaser acknowledges that throughout the effect periods covered by the Financial Statements, the Business has not operated as a separate stand-alone entity of which will notSeller, individually or in but instead has been reported within Seller’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the aggregate, be material) Business; and the absence of notes, the consolidated financial position of Parent Financial Statements have been prepared from Seller’s historical accounting records and its Subsidiaries as of the dates thereof are presented on a stand-alone basis and their consolidated results of operations pursuant to accounting methodologies and changes in financial position principles for the respective periods then endedcarve-out financials. (b) There are no liabilities Liabilities (including, for the avoidance of Parent or any Parent Subsidiary doubt, Taxes) of the members of the Commercial Air Group in the operation of the Business of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each casetype that would be required by GAAP to be reflected on a combined balance sheet of the members of the Commercial Air Group, other than: than those that (i) liabilities are reflected or obligations reserved against on the Financial Statements or otherwise disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 this Agreement (including in the notes theretoSeller Disclosure Schedule), the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for have been incurred in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred business since June 30, 2005 under 2016, (iii) are expressly contemplated by this Agreement, (iv) will be discharged or paid off prior to or at the agreementsClosing, contracts, leases, and licenses to which they are a party; and or (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse Effectreasonably be expected to be material to the operation of the Business.

Financial Statements; Liabilities. (a) The Section 3.5(a) of the Seller Disclosure Schedule sets forth a true and complete copy of the following financial statements: (i) the audited consolidated financial combined balance sheets of the Business, as of December 31, 2011 and 2010, (ii) the audited combined statements of Parent included in Parent’s Annual Reports on Form 10-K income for its fiscal each of the years ended December 31, 2004 2011, 2010 and 2009; (iii) the audited combined statements of cash flows for each of the years ended December 31, 2003 2011, 2010 and 2009, (iv) the “Parent 10-Ks”) and (ii) unaudited consolidated financial statements combined balance sheet of Parent included in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2005 and Business as of June 30, 2005 fairly present 2012, and 2011, (v) the unaudited combined statements of income for the six-month periods ended June 30, 2012 and 2011 and (vi) the unaudited combined statements of cash flows for the six-month periods ended June 30, 2012 and 2011 (the items referred to in all material respects clauses (i) through (vi), with any notes thereto, being herein collectively referred to as the “Financial Statements”). The Financial Statements have been prepared in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), subjectnoted therein) and present fairly, in all material respects, the case of interim combined financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) position and the absence combined results of notes, operations of the consolidated financial position of Parent and its Subsidiaries Business as of the respective dates thereof and their consolidated results of operations and changes in financial position for or the respective periods then ended. Except as set forth in the Financial Statements, none of the members of the Education Group maintains any “off-balance-sheet arrangement” within the meaning of Item 303 of Regulation S-K of the SEC. (b) There are no liabilities Liabilities or obligations (including surety bonds, letters of Parent credit or any Parent Subsidiary other form of financial assurance) of the members of the Education Group, in operation of the Business, of any kind whatsoevernature, whether known or unknown, asserted or unasserted, not accrued, contingent, absolute, determined, determinable contingent or otherwise, in each casethat would be required by GAAP to be reflected on a combined and consolidated balance sheet of the members of the Education Group, other than: than those that (i) liabilities are reflected or obligations reserved against on the Financial Statements or otherwise disclosed or provided for in Parent’s consolidated the Form 10, as amended prior to the date hereof, (ii) have been incurred in the ordinary course of business since the date of the most recent balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities Financial Statements or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, are not or would not reasonably be expected to be, material to the Education Group, including the Transferred Companies and their Subsidiaries, taken as a whole. (c) The accounting controls of Parent and the members of the Education Group have been and are sufficient to provide reasonable assurances that (i) all Education Group transactions are executed in accordance with management’s general or specific authorization, and (ii) all Education Group transactions are recorded as necessary to permit the accurate preparation of Financial Statements in accordance with GAAP and to maintain proper accountability for such items, in each case, except as individually or in the aggregate, are not or would not reasonably be expected to be, material to the Education Group, including the Transferred Companies and their Subsidiaries, taken as a Parent Material Adverse Effectwhole.

Financial Statements; Liabilities. (a) The Schedule 4.03 sets forth management account details containing (i) audited consolidated financial the unaudited combined balance sheets and the related unaudited statements of Parent included income and cash flow of the JV Entities and the RMGI Real Estate, in Parent’s Annual Reports on Form 10-K each case of and for its the fiscal years ended December 31, 2004 2014, 2013 and December 31, 2003 2012 (the “Parent 10-KsUnaudited Annual Financial Statements”) ), and (ii) the unaudited consolidated financial statements combined balance sheet and the related unaudited statement of Parent included income and cash flow of the JV Entities and the RMGI Real Estate, in Parent’s Quarterly Reports on Form 10-Q each case of and for the fiscal quarters quarter ended March 31, 2005 2015 (the “Unaudited Quarterly Financial Statements”, and June 30together with the Unaudited Annual Financial Statements, 2005 fairly present the “Financial Statements”). The Financial Statements have been prepared from the books and records of the JV Entities in all material respects in conformity accordance with applicable accounting requirements the recognition and measurement principles, but excluding the disclosure principles, of IFRS and the published rules and regulations of accounting policies as applied by AGA on a consistent basis during the SEC with respect thereto periods indicated and fairly present, in conformity with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notesall material respects, the consolidated combined financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position cash flows of the JV Entities and the RMGI Real Estate as of the applicable dates and for the respective periods then ended. (b) There are no liabilities of Parent or The JV Entities do not have and, after giving effect to the Restructuring, will not have any Parent Subsidiary of any kind whatsoevermaterial Liabilities, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: except (i) liabilities as disclosed, reflected or obligations disclosed or provided for reserved against in Parent’s consolidated balance sheet included in Parent’s the Unaudited Quarterly Report on Form 10-Q for the fiscal quarter ended June 30Financial Statements, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities for items set forth in Schedule 4.03 or obligations existing as of June 30another Schedule, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations for contractual Liabilities incurred in the ordinary course of business since the date of the Unaudited Quarterly Financial Statements and not in violation of this Agreement, (iv) for Taxes, (v) for intercompany payables, all of which will be satisfied and discharged prior to Closing pursuant to the Intercompany Settlement (other than any payables under the Net Smelter Returns Royalty), (vi) for Liabilities under this Agreement and the other Transaction Documents and (vii) for Liabilities with respect to title to assets, Liens and Royalties (which are the subject of Sections 4.04 and 4.05), Liabilities with respect to intellectual property matters (which are the subject of Section 4.06), Liabilities under Contracts (which are the subject of Section 4.07), Liabilities with respect to pending or incurred in connection threatened Proceedings (which are the subject of Section 4.12), Liabilities with respect to Seller Benefit Plans and employee compensation and benefits (which are the Transactions; subject of Section 4.13), Liabilities with respect to compliance with Applicable Law (ivwhich are the subject of Section 4.15), Liabilities with respect to environmental matters (which are the subject of Section 4.16) ordinary course obligations and Liabilities with respect to employee and labor matters (which are the subject of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse EffectSection 4.17).

Financial Statements; Liabilities. (a) The (i) audited consolidated financial statements of Parent Xxxxxx included in Parent’s Annual Reports on Form the Xxxxxx 10-K for its fiscal years ended December 31, 2004 and December 31, 2003 (the “Parent 10-Ks”including any related notes or schedules) and (ii) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2005 and June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements (and the published rules audited financial statements and regulations unaudited interim financial statements of Xxxxxx included in the Xxxxxx SEC with respect thereto and Documents filed after the date of this Agreement will fairly presentpresent in all material respects), in conformity accordance with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent Xxxxxx and its consolidated Subsidiaries as of the dates thereof and their its consolidated results of operations and changes in financial position for the respective periods then endedended (subject to normal year-end adjustments and lack of footnote disclosure in the case of any unaudited interim financial statements). (b) There are The audited financial statements of PanAmSat included in the PanAmSat 10-K (including any related notes or schedules) fairly present in all material respects, in accordance with GAAP (except as may be indicated in the notes thereto), the consolidated financial position of PanAmSat and its consolidated Subsidiaries as of the dates thereof and its consolidated results of operations and changes in financial position for the respective periods then ended (subject to normal year-end adjustments and lack of footnote disclosure in the case of any unaudited interim financial statements). (c) Xxxxxx and its Subsidiaries have no liabilities of Parent or any Parent Subsidiary obligations of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s the consolidated balance sheet of Xxxxxx included in Parent’s Quarterly Report on Form the Xxxxxx 10-Q for K or disclosed in the fiscal quarter ended June 30, 2005 (including notes thereto or in the consolidated balance sheet of PanAmSat included in the PanAmSat 10-K or disclosed in the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30incurred since December 31, 2005 and not required to be disclosed or provided for 2002 in the Parent Balance Sheetordinary course of business; (iii) liabilities or obligations under this Agreement the Xxxxxx Transaction Agreements or incurred in connection with the Transactionstransactions contemplated thereby; (iv) ordinary course liabilities or obligations of Parent and Xxxxxx or its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they it is a party that would be required by GAAP to be reflected on or reserved against on the balance sheet of Xxxxxx included in the Xxxxxx 10-K or of PanAmSat included in the PanAmSat 10-K and which are a partyso reflected or reserved against thereon; (v) as set forth in Section 5.7 of the Xxxxxx Disclosure Schedule; and (vvi) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Xxxxxx Material Adverse Effect, or have a material adverse impact on the ability of Xxxxxx to consummate the transactions contemplated by the Xxxxxx Transaction Agreements.

Financial Statements; Liabilities. (a) The Section 3.6(a) of the Seller Disclosure Schedule sets forth (i) the audited consolidated financial statements balance sheet, statement of Parent included in Parent’s Annual Reports operations and statement of cash flows of AER and its Subsidiaries on Form 10-K a combined basis as of and for its fiscal the years ended December 31, 2004 2009, 2010 and December 312011 (collectively, 2003 (and with any notes thereto, the “Parent 10Audited Year-KsEnd Financial Statements”) and (ii) the unaudited consolidated financial statements balance sheet, statement of Parent included in Parent’s Quarterly Reports operations and statement of cash flows of AER and its Subsidiaries on Form 10-Q a combined basis as of and for the fiscal quarters nine months ended March 31, 2005 and June September 30, 2005 fairly present 2011 and September 30, 2012 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Year-End Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in all material respects in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity accordance with GAAP applied on a consistent basis (except as may be indicated in the notes theretonoted therein), subjectand present fairly, in all material respects, the case of interim combined financial statementsposition, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) combined cash flows and the absence combined results of notes, the consolidated financial position operations of Parent AER and its Subsidiaries as of the respective dates thereof and their consolidated results of operations and changes in financial position for or the respective periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP or normal year-end adjustments. The Financial Statements have been prepared on a combined basis, and include all legal entities which comprised AER and its Subsidiaries as of October 1, 2010, as well as certain results of CILCORP, Inc., as further explained in Note 1 to the Audited Year-End Financial Statements. (b) There are no liabilities or obligations of Parent the Transferred Company or any Parent Subsidiary its Subsidiaries of any kind whatsoevernature, whether or not known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Transferred Company and its Subsidiaries (or disclosed in each casethe notes thereto), other than: than those that (i) liabilities are reflected or obligations disclosed or provided for in Parent’s consolidated reserved against on the unaudited balance sheet included in Parent’s Quarterly Report of AER and its Subsidiaries on Form 10-Q for the fiscal quarter ended June a combined basis as of September 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); 2012; (ii) liabilities or obligations existing as have been incurred in the ordinary course of June business consistent with past practice since September 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; 2012; (iii) liabilities or obligations under are expressly contemplated by this Agreement or incurred in connection with the Transactions; Agreement; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a partyhave been fully discharged or paid off; and or (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, are not, and would not have reasonably be expected to be, material to the Transferred Company and its Subsidiaries or the Business, in each case, taken as a Parent Material Adverse Effectwhole.

Financial Statements; Liabilities. (a) The Section 3.6 of the Parent Disclosure Schedule sets forth the following financial statements: (i) audited consolidated financial statements of Parent included in Parent’s Annual Reports on Form 10-K for its fiscal the years ended December 31January 28, 2004 2007 and December 31January 29, 2003 2006 (the items referred to in clause (i), with any notes thereto, being herein collectively referred to as the “Parent 10-KsFinancial Statements”) ); and (ii) unaudited consolidated interim financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters three-month periods ended March 31, 2005 and June April 30, 2005 fairly present 2006 and April 29, 2007 (the items referred to in all material respects in conformity clause (ii), with applicable accounting requirements any notes thereto, being herein collectively referred to as the “Interim Financial Statements”). The Financial Statements and the published rules and regulations of the SEC with respect thereto and fairly present, Interim Financial Statements have been prepared in conformity accordance with GAAP applied on a consistent basis (except as may be indicated in the notes theretonoted therein), subjectand present fairly, in all material respects, the case of interim combined financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) position and the absence combined results of notes, operations and cash flows of the consolidated financial position of Parent Transferred Companies and its their respective Subsidiaries as of the respective dates thereof and their consolidated results of operations and changes in financial position for or the respective periods then ended, except that the Interim Financial Statements do not include footnotes that would be required by GAAP. (b) There are no liabilities or obligations of Parent the Transferred Companies or any Parent Subsidiary their respective Subsidiaries of any kind whatsoevernature, whether known or unknown, asserted or unasserted, not accrued, contingent, absolute, determined, determinable contingent or otherwise, that would be required by GAAP to be reflected on, or disclosed in each casethe footnotes to, a combined balance sheet of the Transferred Companies and their Subsidiaries, other than: than those that (i) liabilities are reflected or obligations reserved against on, or disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes theretoin, the “Financial Statements or are disclosed in Section 3.6(b) of the Parent Balance Sheet”); Disclosure Schedule; (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for have been incurred in the Parent Balance Sheet; ordinary course of business of the Transferred Companies and their Subsidiaries since January 28, 2007; (iii) liabilities are permitted or obligations under expressly contemplated by this Agreement or incurred in connection with the Transactions; Agreement; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a partyhave been discharged or paid off; and or (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse Effect. (c) The Transferred Companies and their respective Subsidiaries have devised and maintained systems of internal accounting controls with respect to the Business sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items, (iii) access to their property and assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

Financial Statements; Liabilities. (a) The Schedule 4.7(a)(i) contains true and complete copies of (i) the audited consolidated financial statements statement of Parent included in Parent’s Annual Reports operations and statement of cash flows of the Acquired Companies on Form 10-K a combined basis as of and for its fiscal the years ended December 31, 2004 2011, 2012 and 2013 and balance sheet of the Acquired Companies on a combined basis as of December 31, 2003 2012 and 2013 (collectively, and with any notes thereto, the “Parent 10-KsAudited Financial Statements”) and (ii) the unaudited consolidated financial statements balance sheet, statement of Parent included in Parent’s Quarterly Reports operations and statement of cash flows of the Acquired Companies on Form 10-Q a combined basis as of and for the fiscal quarters three (3) months ended March 31, 2005 2014 (collectively, and June 30with any notes thereto, 2005 fairly present in all material respects in conformity the “Interim Financial Statements” and together with applicable accounting requirements and the published rules and regulations Audited Financial Statements and, as of the SEC Closing Date, any financial statements delivered pursuant to Section 6.23, the “Financial Statements”). Except as set forth in Schedule 4.7(a)(ii), the Financial Statements have been prepared in accordance with respect thereto and fairly presentGAAP, in conformity with GAAP consistently applied (except as may be indicated in the notes theretonoted therein), subjectfrom the books and records of the Acquired Companies and present fairly, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notesall material respects, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated position, results of operations and changes in financial position for cash flows of the Acquired Companies on a combined basis as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements do not include notes that would be required by GAAP or normal year-end adjustments. (b) There are Except as set forth on Schedule 4.7(b), no liabilities of Parent Acquired Company has any liability or any Parent Subsidiary of any kind whatsoever, obligation (whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable contingent or otherwise, ) that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Acquired Companies (or disclosed in each case, the notes thereto) other than: than (i) liabilities reflected or obligations disclosed or provided for in Parent’s consolidated reserved against on the unaudited balance sheet included in Parent’s Quarterly Report of the Acquired Companies on Form 10-Q for the fiscal quarter ended June 30a combined basis as of Xxxxx 00, 2005 0000, (including the notes thereto, the “Parent Balance Sheet”); (iixx) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for that have been incurred in the Parent Balance Sheet; ordinary course of business consistent with past practices since Xxxxx 00, 0000, (iiixxx) liabilities or obligations under incurred in accordance with the terms of this Agreement or incurred in connection with the Transactions; any Material Contract or (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30liabilities that, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have reasonably be expected to be material to the Acquired Companies, taken as a Parent Material Adverse Effectwhole.

Financial Statements; Liabilities. (a) The (i) audited consolidated financial statements of Parent the Company included in Parent’s Annual Reports the Company annual report on Form 10-K for its fiscal years year ended December 3129, 2004 and December 31, 2003 2012 (the “Parent Company 10-KsK”) and (ii) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2005 and June 30, 2005 fairly present in all material respects respects, in conformity accordance with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presentthereto, in conformity with GAAP United States generally accepted accounting principles, consistently applied (“GAAP”) (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended. (b) There are no liabilities of Parent the Company or any Parent Company Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet (or the notes thereto) of the Company and its Subsidiaries, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parentthe Company’s consolidated balance sheet as of December 29, 2012 included in Parent’s Quarterly Report on Form the Company 10-Q for the fiscal quarter ended June 30K, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30December 29, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet2012; (iii) liabilities or obligations under this Agreement or incurred in connection with the TransactionsMerger or the other transactions contemplated hereby; (iv) since December 29, 2012, obligations of the Company to comply with all applicable laws; (v) since December 29, 2012, ordinary course obligations of Parent the Company and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, leases and licenses to which they are a party; and; (vvi) other liabilities or obligations incurred or arising since June 30December 29, 2005 2012 which are disclosed or provided for in the Past SEC Documents; and (vii) other liabilities or obligations which, individually or in the aggregate, would not have a Parent Company Material Adverse Effect.

Financial Statements; Liabilities. (a) The Section 3.5 of the Seller Disclosure Schedule sets forth the following financial statements: (i) the audited consolidated financial combined balance sheets of the Alkali Chemicals Division of Seller, as of December 31, 2013 and 2012; (ii) the audited combined statements of Parent included in Parent’s Annual Reports on Form 10-K operations of the Alkali Chemicals Division of Seller for its each of the fiscal years ended December 31, 2004 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, 2003 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 “Parent 10-Ks”) and (ii) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2005 and June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements Financial Statements” and the published rules and regulations of items referred to in clauses (iv) through (vi), with any notes thereto, being herein collectively referred to as the SEC with respect thereto and fairly present, “Interim Financial Statements”). The Financial Statements have been prepared in conformity accordance with GAAP (except as may be indicated in noted therein) from the notes thereto)books and records of the Business, subjectand present fairly, in all material respects, the case combined financial position and the combined results of interim financial statementsoperations of the Business as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements may be subject to normal recurring 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 effect periods covered by the Financial Statements, the Business has not operated as a separate stand-alone entity of which 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 not, individually or be in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then endedfuture. (b) There are no liabilities or obligations of Parent or any Parent Subsidiary the Business of any kind whatsoevernature, whether known or unknown, asserted or unasserted, not accrued, contingent, absolute, determined, determinable contingent or otherwise, in each casethat would be required by GAAP to be reflected on a combined balance sheet of the Business, other than: than those that (i) liabilities are reflected or obligations disclosed or provided for reserved against on the Financial Statements, (ii) have been incurred in Parent’s consolidated the ordinary course of business since the date of the most recent balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30Financial Statements, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities will be discharged or obligations under this Agreement paid off prior to or incurred in connection with at the Transactions; Closing, (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, have not had and would not reasonably be expected to be material to the Business, taken as a whole, or (v) are Excluded Liabilities. (c) Subject to the last sentence of Section 3.5(a), Seller maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) all material information concerning the Business is made known on a timely basis to the individuals responsible for the preparation of the Financial Statements and (ii) transactions have a Parent Material Adverse Effectbeen recorded as necessary to permit the preparation of the Financial Statements in conformity with the Transaction Accounting Principles. (d) The Parties understand and agree that no representation or warranty is made by Seller in respect of any estimates or financial projections, plans or budgets of the Business.

Financial Statements; Liabilities. (a) The Attached to the Seller Disclosure --------------------------------- Letter as Schedule 5.6 is (i) audited consolidated financial statements an unaudited balance sheet of Parent included in Parent’s Annual Reports on Form 10-K Seller as of ------------ December 31, 2000, (ii) an unaudited income statement of Seller for its the fiscal years year ended December 31, 2004 and December 31, 2003 2000 (the “Parent 10-Ks”"Seller Balance Sheet Date"), (iii) an unaudited balance sheet of Seller as of June 30, 2001 and (iv) an unaudited income statement of Seller covering the period from January 1, 2001 to June 30, 2001 (collectively the "Seller Financial Statements"). The Seller Financial Statements (i) are in accordance with the books and records of Seller, (ii) unaudited consolidated are true, correct and complete in all material respects and present fairly the financial statements condition of Parent included in Parent’s Quarterly Reports on Form 10-Q Seller and the Business, as applicable, at the date or dates therein indicated and the results of operations for the fiscal quarters ended March 31period or periods therein specified, 2005 and June 30, 2005 fairly present (iii) have been prepared in all material respects in conformity accordance with applicable accounting requirements GAAP, consistently applied and in accordance with past practices of Seller. Also included in Schedule 5.6 is a complete, itemized listing of all ------------ of Seller's debts, liabilities and obligations known to Seller of any nature, whether due or to become due (including absolute liabilities, accrued liabilities and contingent liabilities), which sets forth in each case, the name of the creditor and the published rules amount of such debt, liability or obligation (the "Accounts Payable List"). Neither Seller nor any of its subsidiaries has any material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and regulations whether due or to become due, that is not reflected or reserved against in the Seller Financial Statements, except for those that may have been incurred after the Seller Balance Sheet Date in the ordinary course of Seller's and its subsidiaries' businesses, taken as a whole, those arising in connection with the Agreement and the transactions contemplated hereby and those listed on Schedule 5.6. To Seller's knowledge, there are no ------------ circumstances, conditions, events or arrangements that may reasonably be expected to hereafter give rise to any liabilities of the SEC with respect thereto and fairly presentBusiness, in conformity with GAAP (except as may be indicated other than liabilities arising in the notes thereto), subject, in the case ordinary course of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended. (b) business consistent with past practice. There are no liabilities relating to the Assets or the Business Verticals for breach of Parent contract, breach of warranty, tort or infringement not specifically disclosed in Schedule 5.6 of the Seller Disclosure Letter. Since ------------ the Seller Balance Sheet Date, there has been no fact or development known to Seller which could have a Material Adverse Effect on the Business Verticals or the Assets, nor has there been any Parent Subsidiary of any kind whatsoeverdamage, destruction or loss, whether known or unknownnot covered by insurance, asserted which adversely affects the Business Verticals or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse EffectAssets.

Financial Statements; Liabilities. 5.6.1 Attached hereto as Exhibit 5.6 are the following financial statements of Springwood and SLOMC (a) The collectively the "Financial Statements"): (i) audited the consolidated financial balance sheet as of December 31, 1996 and consolidated statements of Parent included income, changes in Parent’s Annual Reports on Form 10-K stockholders' equity and cash flows for its the fiscal years year ended December 31, 2004 and December 31, 2003 1996 (the “Parent 10-Ks”) "Most Recent Fiscal Year End"); and (ii) the unaudited consolidated financial balance sheet and consolidated statements of Parent included income, changes in Parent’s Quarterly Reports on Form 10-Q stockholders, equity and cash flow ("Most Recent Financial Statements") as of and for the fiscal quarters five (5) months ended March May 31, 2005 and June 30, 2005 fairly present in all material respects 1997 ("Most Recent Fiscal Month End"). The Financial Statements (including the notes thereto) have been prepared in conformity with applicable United States generally accepted accounting requirements principles ("GAAP") applied on a consistent basis throughout the periods covered thereby, are true, correct and complete, fairly present the published rules and regulations of the SEC with respect thereto and fairly present, in conformity with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of Springwood at the dates thereof and their consolidated the results of operations of Springwood and changes in financial position SLOMC for the respective periods then endedcovered thereby, and are consistent with the books and records of Springwood (which books and records are materially correct and complete). (b) 5.6.2 There are no liabilities Liabilities of Parent or any Parent Subsidiary of any kind whatsoever, Springwood and/or SLOMC (whether known or unknown, whether asserted or unasserted, accrued, unasserted whether absolute or contingent, absolutewhether accrued or unaccrued, determinedwhether liquidated or unliquidated, determinable and whether due or otherwiseto become due), in including any liability for Taxes, and to the Knowledge of Springwood, SLOMC, and each caseShareholder, other than: there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claims or demand against Springwood and/or SLOMC giving rise to any Liabilities), except for: (i) liabilities or obligations disclosed or provided for Liabilities set forth on the face of the Most Recent Financial Statements (rather than in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the any notes thereto, the “Parent Balance Sheet”); ; and (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for Liabilities which have arisen after the Most Recent Fiscal Month End in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30business (none of which results from, 2005 under the agreementsarises out of, contractsrelates to, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or is in the aggregatenature of, would not have a Parent Material Adverse Effector was caused by any material breach of contract, breach of warranty, tort infringement or violation of law).

Financial Statements; Liabilities. (a) The (i) audited consolidated financial statements of Parent the Company included in Parentthe Company’s Annual Reports on Form 10-K for its fiscal years ended December 31, 2004 and December 31June 30, 2003 and June 30, 2002 (the “Parent Company 10-Ks”) and (ii) unaudited consolidated financial statements of Parent the Company included in Parentthe Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March September 30, 2003 and December 31, 2005 and June 30, 2005 2003 all fairly present in all material respects in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity with GAAP United States generally accepted accounting principles, consistently applied (“GAAP”) (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended. (b) There are no liabilities of Parent the Company or any Parent Company Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parentthe Company’s consolidated balance sheet included in Parentthe Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30December 31, 2005 2003 (including the notes thereto, the “Parent Company Balance Sheet”); (ii) liabilities or obligations existing as of June 30December 31, 2005 2003 and not required to be disclosed or provided for in the Parent Company Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) since December 31, 2003, ordinary course obligations of Parent the Company and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, leases and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30December 31, 2005 2003 which, individually or in the aggregate, would not have a Parent Company Material Adverse Effect.

Financial Statements; Liabilities. (a) The Schedule 3.04(a) --------------------------------- sets forth the unaudited statement of financial position of the Business (iother than the Excluded Brainerd Assets) audited consolidated (the "Balance Sheet") at November 30, 2001 ------------- and the unaudited statement of financial position and the related unaudited statements of Parent included in Parent’s Annual Reports on Form 10-K for its fiscal years ended operations, shareholders' equity and cash flows of the Business at December 31, 2004 2001 and December 31, 2003 2000 and for each of the years then ended (collectively, with the “Parent 10-Ks”) and (ii) Balance Sheet, the "Financial Statements"; the unaudited consolidated -------------------- statement of financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March position at December 31, 2005 and June 302001 is referred to herein as the "December Balance Sheet"). Except as set forth in Schedule 3.04(a) with ---------------------- respect to the Balance Sheet, 2005 fairly present in all material respects in conformity with applicable accounting requirements the Financial Statements have been and the published rules and regulations of Audited Financial Statements (as defined in Section 5.25), to the SEC with respect thereto and fairly presentextent delivered at or prior to Closing, will be prepared in conformity with GAAP consistently applied (except in each case as may be indicated described in the notes thereto), subjectthereto and, in the case of interim financial statementsthe Balance Sheet, except for the absence of notes thereto and subject to normal recurring year-end adjustments adjustments) and on that basis fairly present the financial position and results of operations of the Business (other than the effect of which will not, individually or Excluded Brainerd Assets in the aggregate, be materialcase of the Balance Sheet) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the respective dates thereof and their consolidated results of operations and changes in financial position for the respective periods then endedindicated therein. (b) There are no The Business does not have any liabilities of Parent or any Parent Subsidiary obligations of any kind whatsoevernature (whether accrued, whether known or unknown, asserted or unasserted, accruedabsolute, contingent, absolute, determined, determinable unasserted or otherwise), in each case, other than: except (i) liabilities as reflected or obligations disclosed or provided for reserved against in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including December Balance Sheet and the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30for items set forth in Schedule 3.04(b), 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) for liabilities or and obligations under incurred in the ordinary course of business consistent with past practice since the date of the December Balance Sheet and not in violation of this Agreement and which either (x) are included in the calculation of Closing Net Assets or incurred in connection with the Transactions; (y) are Excluded Liabilities that could not reasonably be expected to have a Seller Material Adverse Effect, (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30for Taxes, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities for Excluded Liabilities related solely to the operation of the Brainerd Facility or obligations incurred since June 30, 2005 which, individually or in the aggregate, would Excluded Brainerd Assets that could not reasonably be expected to have a Parent Seller Material Adverse Effect, (vi) for Excluded Liabilities incurred after the date hereof not in violation of this Agreement that could not reasonably be expected to have a Seller Material Adverse Effect, (vii) for liabilities and obligations pursuant to Permitted Liens, the express terms of Material Assigned Contracts (as defined in Section 3.08(b)) and Permits listed on Schedule 3.13 and (viii) for liabilities and obligations incurred not in violation of this Agreement and in an amount no greater than $25,000 for any individual liability or obligation and no greater than $1,000,000 in the aggregate for all such liabilities and obligations.

Financial Statements; Liabilities. (a) The Section 5.5(a) of the Acquirer Disclosure Letter sets forth true, correct and complete copies (iexcept for the absence of footnotes and other presentation items) audited consolidated of drafts of the following financial statements of Parent included the Argon Business: the proposed audited combined statements of financial condition as of December 31, 2013 and 2012 and combined statements of operations, comprehensive loss, changes in Parent’s Annual Reports on Form 10-K parent company equity and cash flows for its the fiscal years ended December 31, 2004 2013, 2012 and December 31, 2003 (2011 and the “Parent 10-Ks”) and (ii) proposed unaudited consolidated financial condensed combined statements of Parent included in Parent’s Quarterly Reports on Form 10-Q financial condition, operations, comprehensive loss, parent company equity and cash flows as of and for the fiscal quarters six months ended March 31, 2005 and June 30, 2005 2014 (collectively, the “Draft Argon Financial Statements”). The Argon Financial Statements will have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be set forth in the notes thereto, and except for the absence of footnotes and other presentation items in financial statements for interim periods) and will fairly present in all material respects in conformity with applicable accounting requirements the consolidated financial position of the Argon Business at the respective dates thereof and the published rules combined financial condition, operations, comprehensive loss, changes in parent company equity and regulations of cash flows at and for the SEC with respect thereto and fairly present, in conformity with GAAP periods indicated (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, subject to normal recurring year-end adjustments and periodic quarterly adjustments, in each case, which are not material to the Acquirer). The Argon Financial Statements will be consistent in all material respects with the Draft Argon Financial Statements. (b) The Acquirer was formed specifically for the effect purpose of which will notthe transactions contemplated hereby and as of the date hereof has conducted no operations and incurred no obligations other than those incident to its formation and in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (c) Except as set forth in Section 5.5(c) of the Acquirer Disclosure Letter, the Acquirer has no Liabilities that would be required to be disclosed on a balance sheet prepared in accordance with GAAP other than Liabilities (i) disclosed or reserved for in the Argon Financial Statements, (ii) incurred by the Acquirer after June 30, 2014 in the ordinary course of operating the Argon Business that would not reasonably be expected, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended. (b) There are no liabilities of Parent to have an Acquirer Material Adverse Effect or any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions;transactions contemplated by this Agreement. (ivd) ordinary course obligations Except as disclosed in Section 5.5(d) of Parent and its Subsidiaries incurred since June 30the Acquirer Disclosure Letter, 2005 under none of the agreementsAcquirer Entities has any Indebtedness. (e) As of the date hereof, contracts, leasesno Acquirer Entity is, and licenses as of the Closing no Acquirer Entity (other than Argon HoldCo) will be, subject to which they are a party; and (v) the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, registration statements, prospectuses, reports or other liabilities documents with the SEC by Law or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse Effectby Contract.

Financial Statements; Liabilities. (a) The (iIncluded as Schedule 3.07(a) audited consolidated to the Sellers' Disclosure Schedule are true, correct and complete copies of the compiled financial statements of Parent included in Parent’s Annual Reports on Form 10-K the Company at and for its fiscal years the period ended December 31May 26, 2004 and December 31, 2003 2000 (the “Parent 10-Ks”) "COMPILED FINANCIAL STATEMENTS"). The Compiled Financial Statements are complete and (ii) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2005 and June 30, 2005 fairly present correct in all material respects and have been prepared in conformity accordance with applicable U.S. generally accepted accounting requirements and principles applied on a consistent basis ("GAAP"), except as disclosed in the published rules and regulations of the SEC with respect accountant's compilation report attached thereto and fairly presentexcept that statements of stockholders' equity, cash flows and notes to financial statements, which are required under GAAP, have not been included in conformity with GAAP the Compiled Financial Statements and, as a result, information concerning the Company which would otherwise, pursuant to GAAP, be disclosed in such statements and notes was not presented, and except that the Compiled Financial Statements were prepared without liability accruals (except as may be indicated in specifically noted therein). Subject to the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notesforegoing, the consolidated Compiled Financial Statements present fairly the financial position condition of Parent and its Subsidiaries the Company as of the dates thereof and their consolidated of the results of its operations and changes in financial position for the respective periods period then ended. The balance sheet as of May 26, 2000 included in the Compiled Financial Statements is hereinafter referred to as the "BALANCE SHEET" and the date thereof as the "BALANCE SHEET DATE." (b) There are no liabilities As of Parent the Closing, the Company does not have any direct or any Parent Subsidiary of any kind whatsoeverindirect liability, whether claim, loss, damage, deficiency, obligation or responsibility, known or unknown, asserted fixed or unassertedunfixed, cxxxxx or inchoate, liquidated or unliquidated, secured or unsecured, accrued, contingent, absolute, determined, determinable contingent or otherwise, in each case, other than: (i) liabilities whether or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed set forth on a financial statement or provided the notes thereto in accordance with GAAP (collectively, the "LIABILITIES"), that was not set forth on Schedule 3.07(b)(1) to the Sellers' Disclosure Schedule, other than Liabilities aggregating to less than ten thousand dollars ($10,000) ("BASKET LIABILITIES"). Said Schedule 3.07(b)(1) sets forth (x) each Liability on the Closing Date by description and amount and (y) the assumptions, and the bases therefor, used in computing each Liability set forth thereon that is an accrual. For purposes of calculating the amount, if any, of the Basket Liabilities, only Liabilities that are missing from or, subject to the immediately following sentence, understated on, said Schedule 3.07(b)(1) shall be taken into account, so that Liabilities, if any, that are overstated on said Schedule 3.07(b)(1) shall, subject to the immediately following sentence, have no offsetting or other effect on the calculation. Notwithstanding the foregoing, with respect to liability accruals which are based on estimates (as contrasted with pro rata calculations of periodic amounts which are known on the date of this Agreement, such as payroll and lease payments), any such estimated accruals which are overstated may be used to offset any such estimated accruals which are understated. Since the Balance Sheet Date, the Company has not incurred any Liabilities except for Liabilities (i) set forth on Schedule 3.07(b)(2) to the Sellers' Disclosure Schedule, (ii) incurred pursuant to (and in accordance with the Parent Balance Sheet; terms of) a Material Contract (as defined) set forth on Schedule 3.09 to the Sellers' Disclosure Schedule or (iii) liabilities or obligations under this Agreement or incurred in connection that, together with the Transactions;Basket Liabilities, aggregate to less than ten thousand dollars ($10,000). (ivc) ordinary course obligations As of Parent and its Subsidiaries the Closing, the only unpaid legal fees, costs or expenses incurred since June 30, 2005 under by or on behalf of the agreements, contracts, leases, and licenses to which they Company are a party; and the fees set forth on SCHEDULE 4 (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse Effect"LEGAL FEES").

Financial Statements; Liabilities. (a) The Section 3.5 of the Seller Disclosure Schedule sets forth: (i) the audited consolidated financial combined statements of Parent included in Parentoperations, statements of comprehensive (loss) income, cash flows and stockholder’s Annual Reports on Form 10-K equity and net parent equity of the Business for its fiscal years the period from March 22, 2017 to December 30, 2017, the year ended December 3129, 2004 2018 and the predecessor period from January 1, 2017 to March 21, 2017, and the audited combined balance sheets of the Business as of December 30, 2017 and December 3129, 2003 (the “Parent 10-Ks”) 2018, and (ii) the unaudited consolidated financial statements combined interim statement of Parent included in Parent’s Quarterly Reports on Form 10-Q operations of the Business for the fiscal quarters nine months ended March 31September 28, 2005 2019, and June 30the unaudited combined balance sheet of the Business as of September 28, 2005 fairly 2019 (together with any notes thereto, the “Business Financial Statements”). The Business Financial Statements (x) were prepared in accordance with GAAP consistently applied throughout the periods involved, except as otherwise noted therein or as set forth in Section 3.5 of the Seller Disclosure Schedule, and (y) present fairly, in all material respects in conformity with applicable accounting requirements respects, the combined financial position and the published rules and regulations combined results of operations of the SEC with respect thereto Transferred Entities and fairly presentthe Business, as of the respective dates thereof or the periods then ended, in conformity with GAAP (each case except as may be indicated in noted therein and, with respect to the notes thereto)unaudited financial statements as of September 28, subject2019, in the case of interim financial statements, subject to normal and recurring year-end adjustments (the effect none of which will notwould be material, whether individually or in the aggregate, be material) and the absence of notesfootnote disclosures, none of which if presented would materially differ from those presented in the consolidated audited Business Financial Statements; provided, that the Business Financial Statements and the foregoing representations and warranties are qualified by the fact that (A) the Business has not operated on a separate standalone basis and historically has not been separately reported within Parent’s combined financial statements, (B) the Business Financial Statements assume certain allocated charges which do not necessarily reflect amounts that would have resulted from arms-length transactions or that the Business would incur on a standalone basis, and (C) the Business Financial Statements are not necessarily indicative of what the results of operations, financial position of Parent and its Subsidiaries as cash flows of the dates thereof and their consolidated results of operations and changes Business or the Transferred Entities will be in financial position for the respective periods then endedfuture. (b) There are no liabilities material Liabilities of Parent the Business or any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, the Transferred Entities other than: than those that (i) liabilities or obligations disclosed or provided for are specifically reflected and reserved against in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); Business Financial Statements; (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for have been incurred in the Parent Balance Sheet; ordinary course of business since September 28, 2019; (iii) liabilities have been discharged or obligations under this Agreement or incurred paid off in connection with the Transactions; full; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a partyconstitute Excluded Liabilities; and or (v) other liabilities or obligations incurred since June 30, 2005 which, individually or are disclosed in the aggregateSeller Disclosure Schedule. (c) Parent, would with respect to the Transferred Entities, maintains books and records reflecting their assets and Liabilities that are accurate in all material respects, and systems of internal accounting controls that are designed to provide reasonable assurance in all material respects that: (i) transactions are executed with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of their financial statements; and (iii) access to their assets is permitted only in accordance with management’s general or specific authorization, it being understood that Parent’s policies and procedures are designed and implemented giving effect to Parent’s entire business and therefore levels of materiality and other determinations made with respect to Parent may not have be the same as if the Business were operated on a Parent Material Adverse Effectstandalone basis.

Financial Statements; Liabilities. (i) The Unaudited Pro Forma Financials have been certified by the chief executive officer and chief financial officer of the Company. The income statements in the Unaudited Pro Forma Financials present fairly the results of operations of the 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 Disclosure Schedule, none of the Group Companies has any outstanding Liabilities, except (a) The Liabilities that are reflected or disclosed in the most recent balance sheet in the Unaudited Pro Forma Financials, (b) Liabilities incurred in the ordinary course of business and consistent with past practice since April 30, 2007, or (c) Liabilities, in the aggregate not 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 the Key Management Personnel has not been and shall not be in violation or breach of any non-competition obligations arising from any Contract, Applicable Law or otherwise, including without limitation the Home Inns Hotel Management (Beijing) Limited Employment And Confidentiality Agreement and the Home Inns Hotel Management (Hong Kong) Limited Employment And Confidentiality Agreement entered into by Mr. Qi JI, as a result of having worked for or owning interest in any Group Company. 3.9 Absence of Changes. Since April 30, 2007: (i) audited consolidated financial statements none of Parent included the Group Companies has entered into any transaction in Parent’s Annual Reports on Form 10-K for an amount in excess of US$200,000 (or its fiscal years ended December 31, 2004 and December 31, 2003 (equivalent in any other currency) which is not in the “Parent 10-Ks”) and ordinary course of business consistent with past practice; (ii) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31there have been no changes, 2005 and June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, whether individually or in the aggregate, be material) and that would constitute or lead to a Significant Breach with respect to the absence business, financial condition, results, operations or prospects of notes, the consolidated financial position of Parent and its Subsidiaries as any of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended. (b) There are no liabilities of Parent or any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; Group Companies; (iii) liabilities there has been no damage to, destruction or obligations under this Agreement loss of physical property (whether or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30not covered by insurance), 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, whether individually or in the aggregate, that would not have constitute or lead to a Parent Material Adverse EffectSignificant Breach with respect to the business or operations of any Group Company; (iv) none of the Group Companies has declared or paid any dividend or made any distribution on its shares or registered capital, or redeemed, purchased or otherwise acquired any of its shares or registered capital; (v) none of the Group Companies has increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; (vi) there has been no waiver of any material right or claim of any Group Company, or the cancellation of any debt or claim held by any Group Company; and (vii) there has been no sale, assignment or transfer of any tangible or intangible assets of any Group Company except in the ordinary course of business consistent with past practice.

Financial Statements; Liabilities. (a) The (i) audited Each of the consolidated balance sheets of each of the Funds included in the Ascendant SEC Documents fairly presents in all material respects the consolidated financial position of such Fund and its subsidiaries as of the respective date thereof, and the other related consolidated financial statements of Parent (including the notes thereto) included in Parent’s Annual Reports on Form 10-K for its fiscal years ended December 31, 2004 and December 31, 2003 (the “Parent 10-Ks”) and (ii) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2005 and June 30, 2005 therein fairly present in all material respects the results of operations and cash flows of such Fund and its subsidiaries for the respective periods or as of the respective dates set forth therein (collectively, the "FUND FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Ascendant SEC Document in conformity which it was included, each of the Fund Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto thereto, and fairly presentwas prepared in accordance with accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during the periods or as of the respective dates involved, in conformity with GAAP (except as may be indicated in the notes thereto), otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then endedadjustments. (b) There Attached hereto as EXHIBIT 3.8(b) are no liabilities of Parent or any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s the unaudited consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q and statements of operations and retained earnings and cash flow of Ascendant as of and for the fiscal quarter year ended December 31, 2004 and the unaudited consolidated balance sheet and statements of operations and retained earnings and cash flow of Ascendant of and for the six months ended June 30, 2005 (including the notes theretocollectively, the “Parent Balance Sheet”"ASCENDANT FINANCIAL STATEMENTS");. The Ascendant Financial Statements are complete and correct in all material respects and have been prepared in accordance with GAAP on a consistent basis throughout the periods indicated. The Ascendant Financial Statements fairly present the financial condition and results of operations of Ascendant as of the dates and for the periods indicated therein, subject to normal year end adjustments which are neither individually nor in the aggregate expected to be material. Except as reflected in the Ascendant Financial Statements or disclosed on SCHEDULE 3.9, Ascendant has no material debts, liabilities, guarantees or other obligations, whether accrued, absolute, contingent or otherwise. (iic) liabilities or obligations existing Ascendant has delivered to NCEH an estimated balance sheet as of June September 30, 2005 2005, which represents Ascendant's reasonable best estimate of the expected assets and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse EffectAscendant as of such date.

Financial Statements; Liabilities. (a) The (i) audited consolidated financial statements of Parent the Company included in Parentthe Company’s Annual Reports on Form 10-K for its fiscal years ended December October 31, 2004 and December October 31, 2003 (the “Parent Company 10-Ks”) and (ii) unaudited consolidated financial statements of Parent the Company included in Parentthe Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31January 1, 2005, April 30, 2005 and June 30July 31, 2005 fairly present in all material respects in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity with GAAP United States generally accepted accounting principles, consistently applied (“GAAP”) (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended.. Back to Contents (b) There Except as set forth in Section 3.8(b) of the Company Disclosure Schedule, there are no liabilities of Parent the Company or any Parent Company Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parentthe Company’s consolidated balance sheet included in Parentthe Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30July 31, 2005 (including the notes thereto, the “Parent Company Balance Sheet”); (ii) liabilities or obligations existing as of June 30July 31, 2005 and not required to be disclosed or provided for in the Parent Company Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent the Company and its Subsidiaries incurred since June 30July 31, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30July 31, 2005 which, individually or in the aggregate, would not have a Parent Company Material Adverse Effect.

Financial Statements; Liabilities. (a) Section 4.05(a) of the Seller Disclosure Schedule sets forth complete and correct copies of the following financial statements: the unaudited combined balance sheet of the Business as of September 30, 2010 (the “Balance Sheet”) and the unaudited combined statements of operations, changes in shareholder’s equity and cash flows for the year ended September 30, 2010 (collectively, the “Unaudited 9/30/10 Financial Statements”). (b) The Unaudited 9/30/10 Financial Statements in all material respects (i) audited consolidated have been prepared in accordance with GAAP and (ii) fairly present the combined financial position and combined results of operations and cash flows of the Business as of the date and for the period set forth therein. (c) Section 4.05(c) of the Seller Disclosure Schedule sets forth complete and correct copies of the following financial statements: the unaudited combined balance sheet of the Business as of September 30, 2009 and the unaudited combined statements of Parent included in Parent’s Annual Reports on Form 10-K operations for its fiscal years the year ended December 31September 30, 2004 and December 312009 (collectively, 2003 (the “Parent 10-KsUnaudited 9/30/09 Financial Statements”). (d) Except as set forth on Section 4.05(d) of the Seller Disclosure Schedule, the Unaudited 9/30/09 Financial Statements in all material respects (i) have been prepared in accordance with GAAP (other than the absence of footnotes) and (ii) unaudited consolidated fairly present the combined financial statements position and combined results of Parent included in Parent’s Quarterly Reports on Form 10-Q operations of the Business as of the date and for the fiscal quarters ended March 31, 2005 period set forth therein. (e) Section 4.05(e) of the Seller Disclosure Schedule sets forth complete and correct copies of the following financial statements: the unaudited combined balance sheet of the Business as of June 30, 2005 fairly present 2011 (the “Unaudited 6/30/11 Balance Sheet”) and the unaudited combined statements of operations, changes in shareholder’s equity and cash flows for the nine months ended June 30, 2011 (collectively, the “Unaudited Interim Financial Statements”). Company Subsidiaries that are not organized under the Laws of the United States do not own more than $90,000,000 of the total assets set forth on the Unaudited 6/30/11 Balance Sheet. (f) The Unaudited Interim Financial Statements in all material respects (i) have been prepared in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity accordance with GAAP (other than the absence of footnotes) and (ii) fairly present the combined financial position and combined results of operations and cash flows of the Business as of the date and for the period set forth therein (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to for normal recurring year-end adjustments (the effect of which will notthat have not been and are not expected to be, individually or in the aggregate, material to the Business). (g) The Additional Financial Statements in all material respects (i) will be materialprepared in accordance with GAAP and (ii) and will fairly present the absence of notes, the consolidated combined financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated combined results of operations and changes in financial position cash flows of the Business as of the date and for the respective periods then endedperiod set forth therein. (bh) The Seller maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (A) regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (B) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (C) that receipts and expenditures of the Company are being made only in accordance with the authorization of management and directors of the Seller and (D) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. There are no material weaknesses or significant deficiencies in the internal controls of Seller. (i) There are no liabilities Liabilities of Parent the Company or any Parent Company Subsidiary of any kind whatsoever, whether known that are required by GAAP to be disclosed on the Balance Sheet or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, other than those that (i) are Non-CTS Liabilities (as defined in the “Parent Balance Sheet”Restructuring Agreement); , (ii) liabilities or obligations existing as have been incurred by the Business in the ordinary course of June business since September 30, 2005 and not required to be disclosed 2010 or provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 Liabilities which, individually or in the aggregate, would not have be reasonably likely to be material to the Business, taken as a Parent Material Adverse Effectwhole.

Financial Statements; Liabilities. (a) The (i) Company has provided to Parent the audited consolidated financial balance sheets of the Company and the Subsidiary as of, and the audited consolidated statements of Parent included in Parent’s Annual Reports on Form 10-K for its fiscal years ended December 31operations, 2004 cash flows and December 31, 2003 (stockholders’ equity of the “Parent 10-Ks”) Company and (ii) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q the Subsidiary for the fiscal quarters ended March 31years ended, 2005 and June April 30, 2005 2005, 2006 and 2007, together with the notes thereto and the opinions of Xxxxxx & Kliegman LLP thereon (collectively, the “Audited Financial Statements”, and with respect to the fiscal year ended April 30, 2007, the “Fiscal 2007 Audited Financial Statements”). The Audited Financial Statements have been prepared from the Books and Records of the Company and the Subsidiary, and present, fairly present in all material respects in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presentrespects, in conformity with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notesGAAP, the consolidated assets, liabilities, income, losses, stockholders’ equity, financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated condition, results of operations and changes in financial position cash flows of the Company and the Subsidiary on a consolidated basis for the respective periods then endedand dates covered thereby. (b) There are no The Company has provided to Parent the consolidated balance sheets of the Company and the Subsidiary as of, and the related consolidated statements of operations, cash flows and stockholders’ equity, for the three months ended July 31, 2007 (the “Interim Financial Statements”). The Interim Financial Statements have been prepared from the Books and Records of the Company and the Subsidiary, and present fairly in all material respects, in conformity with GAAP, the assets, liabilities, income, losses, stockholders’ equity financial condition, results of operations and cash flows of the Company and the Subsidiary on a consolidated basis for the periods and dates covered thereby. (c) Except as set forth in the Company Disclosure Letter, as of the date hereof, neither the Company nor the Subsidiary has any direct or indirect liabilities of Parent or any Parent Subsidiary obligations of any kind whatsoeverkind, whether known or unknownabsolute, accrued, asserted or unasserted, accrued, contingent, absolute, determined, determinable contingent or otherwise, in each caseexcept liabilities, other than: obligations and contingencies, that (i) are reflected on or accrued or reserved against in the Interim Financial Statements, or reflected in any notes thereto or (ii) were incurred since July 31, 2007 in the ordinary course of business, consistent with past practice and the terms and conditions of this Agreement and are of the same character, type and magnitude as were incurred by the Company or the Subsidiary in the past. The reserves reflected in the Fiscal 2007 Audited Financial Statements and the Interim Financial Statements are adequate, appropriate and reasonable and have been calculated in a consistent manner. (d) Except as set forth in the Company Disclosure Letter, as of the Closing Time, neither the Company nor the Subsidiary will have any direct or indirect liabilities or obligations disclosed of any kind, whether absolute, accrued, asserted or provided for unasserted, contingent or otherwise, except liabilities, obligations and contingencies that (i) have been reflected on or accrued or reserved against in Parent’s consolidated balance sheet included the Interim Financial Statements, or reflected in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the any notes thereto, the “Parent Balance Sheet”); or (ii) liabilities or obligations existing as of June 30were incurred since July 31, 2005 and not required to be disclosed or provided for 2007 in the Parent Balance Sheet; (iii) liabilities or obligations under ordinary course of business consistent with past practice and the terms and conditions of this Agreement and are of the same character, type and magnitude as were incurred by the Company or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or Subsidiary in the aggregatepast. The reserves reflected in the Interim Financial Statements are adequate, would not appropriate and reasonable and have been calculated in a Parent Material Adverse Effectconsistent manner.

Financial Statements; Liabilities. (a) The Attached hereto as Schedule 3.6(a) are true and complete copies of the following financial statements (such financial statements, the "Financial Statements"): (i) the audited consolidated financial statements balance sheets of Parent included in Parent’s Annual Reports on Form 10-K for its fiscal years ended the Company as of December 31, 2004 2001, December 31, 2002 and December 31, 2003 (2003, and the “Parent 10-Ks”) related audited consolidated statements of cash flows, operations and stockholders' equity for the years ending on December 31, 2001, December 31, 2002 and December 31, 2003; and (ii) the unaudited consolidated financial balance sheet of the Company as of August 31, 2004 (such balance sheet, the "Most Recent Balance Sheet", and the date of such balance sheet, the "Most Recent Balance Sheet Date") and the related unaudited consolidated statements of Parent included in Parent’s Quarterly Reports on Form 10-Q cash flows and operations for the fiscal quarters ended March 31, 2005 and June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presenteight-month period ending on such date. (b) The Financial Statements (i) have been prepared, in conformity accordance with GAAP (applied on a consistent basis throughout the periods covered thereby, except as may be indicated in the notes theretothereto and except, in the case of unaudited Financial Statements, for the absence of footnotes and subject to normal year-end adjustments (which are consistent with past practices and which are not material), (ii) fairly present the consolidated financial position of the Company as of the dates thereof and its consolidated results of operations for the periods then ended (subject, in the case of the unaudited interim financial statementsFinancial Statements, to the absence of footnotes and to normal recurring year-end adjustments (which are consistent with past practices and which are not material)), (iii) have been prepared based upon the effect of which will not, individually or information contained in the aggregatebooks and records of the Company and its Subsidiaries, be materialand (iv) fairly present the consolidated financial condition, assets and liabilities of the Company and its Subsidiaries (subject, in the case of the unaudited interim Financial Statements, to the absence of notes, the consolidated financial position of Parent footnotes and its Subsidiaries as of the dates thereof to normal year-end adjustments (which are consistent with past practices and their consolidated results of operations and changes in financial position for the respective periods then endedwhich are not material). (bc) There Except as set forth on Schedule 3.6(c), (i) there are no liabilities letters of Parent credit issued for the account of the Company or any Parent Subsidiary and (ii) neither the Company nor any Subsidiary has guaranteed (or entered into any arrangement having the economic effect of a guarantee of) the indebtedness of any kind whatsoever, Person other than the Company or any Subsidiary. (d) Neither the Company nor any Subsidiary has any material liability (whether known or unknown, asserted whether absolute or unasserted, accrued, contingent, absolutewhether liquidated or unliquidated and whether due or to become due), determined, determinable or otherwise, in each case, other than: except (i) liabilities as set forth on Schedule 3.6(d), or obligations disclosed as disclosed, set forth or provided reserved for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 Financial Statements (including the notes thereto), the “Parent Balance Sheet”); (ii) liabilities or and/or obligations existing as of June 30, 2005 and not required to be disclosed or provided for incurred in the Parent ordinary course of business since the Most Recent Balance Sheet; Sheet Date, (iii) contractual liabilities arising in the ordinary course of business under the contracts listed on Schedule 3.15 hereto or obligations under this Agreement or incurred other contracts not scheduled because Section 3.15 does not require them to be scheduled, and/or (iv) liabilities arising in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse Effecttransactions contemplated by this Agreement.

Financial Statements; Liabilities. (a) The Section 3.05 of the Seller Disclosure Schedule sets forth: the (i) audited consolidated financial combined statement of operations, statement of cash flows, statement of comprehensive income and statements of Parent included changes in Parent’s Annual Reports on Form 10-K net investment of the Business for its fiscal the years ended December 31, 2004 2014, 2013 and 2012 and audited combined balance sheets of the Business as of December 31, 2014 and December 31, 2003 (the “Parent 10-Ks”) 2013; and (ii) unaudited consolidated financial combined interim statements of Parent included in Parent’s Quarterly Reports on Form 10-Q operations, statement of cash flows, and statement of comprehensive income, for the fiscal quarters three months ended March 31, 2005 2014 and June 30March 31, 2005 fairly 2015 and an unaudited combined balance sheet of the Business as of December 31, 2014 and March 31, 2015 (the items referred to in clause (i), with any notes thereto, being herein collectively referred to as the “Audited Financial Statements”; the items referred to in clause (ii), 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 applied on a consistent basis, and present fairly, in all material respects in conformity with applicable accounting requirements respects, the combined financial position and the published rules combined results of operations, cash flows, comprehensive income and regulations changes in net investment of the SEC with respect thereto and fairly presentBusiness, as of the respective dates thereof or the periods then ended, in conformity with GAAP (each case except as may be indicated noted therein. The Interim Financial Statements have been prepared in the notes thereto)accordance with GAAP applied on a consistent basis, subjectand present fairly, in all material respects, the case combined financial position and the combined results of interim financial statementsoperations, 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 (the effect of which will not, individually or in the aggregate, be material) and the absence of notescertain footnote disclosures, the consolidated financial position of Parent and its Subsidiaries in each case except as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then endedmay be noted therein. (b) There are no liabilities of Parent or any Parent Subsidiary Liabilities of any kind whatsoever, whether known of the Transferred Entities or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, arising out of the conduct of the Business other than: than those that (i) liabilities are reflected or obligations reserved against on the Business Financial Statements or otherwise specifically disclosed or provided for in Parent’s consolidated this Agreement (including in the Seller Disclosure Schedule); (ii) have been incurred in the ordinary course of business of the Transferred Entities since the date of the most recent balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; Business Financial Statements; (iii) liabilities or obligations under are contemplated by this Agreement or incurred in connection with the Transactions; Agreement; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a partyhave been discharged or paid off in full; and or (v) other liabilities or obligations incurred since June 30, 2005 whichwould not reasonably be expected to be, individually or in the aggregate, would not have material to the Transferred Entities and the Business, taken as a Parent Material Adverse Effectwhole.

Financial Statements; Liabilities. (a) The True, correct and complete copies of the following financial statements have been delivered to the Buyer or have been made available to the Buyer for its review: (i) the audited consolidated financial balance sheet of the Company and the Subsidiary as of December 31, 2013 and December 31, 2012, and the related audited consolidated statements of Parent included in Parent’s Annual Reports on Form 10-K operations, stockholders’ equity, and cash flows for its fiscal the years ended December 31, 2004 2013 and December 31, 2003 2012, together with the notes thereto (the “Parent 10-KsCompany Audited Financial Statements”) ), and (ii) the unaudited consolidated financial balance sheet of the Company and the Subsidiary as of September 30, 2014 (the “Balance Sheet Date”), and the related unaudited consolidated statements of Parent included in Parent’s Quarterly Reports on Form 10-Q operations, stockholders’ equity and cash flows for the fiscal quarters nine-month period then ended March 31(the “Company Interim Financial Statements” and, 2005 together with the Company Audited Financial Statements, the “Company Financial Statements”). (b) The Company Audited Financial Statements (i) were prepared from the books and June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements records of the Company and the published rules Subsidiary, as applicable, and regulations of the SEC (ii) have been prepared in accordance with respect thereto GAAP and fairly present, in conformity all material respects, the financial position, results of operations, stockholders’ equity, and cash flows of the Company and the Subsidiary, on a consolidated basis, as of the date and for the period indicated therein. The Company Interim Financial Statements have been prepared by management of the Company and the Subsidiary in accordance with GAAP in all material respects (except as may be indicated for the absence of footnote disclosure (that, if presented, would not differ materially from those included in the notes thereto), subject, in the case of interim financial statements, to normal recurring Company Audited Financial Statements) and year-end adjustments (the effect none of which will notwould be material, individually or in the aggregate, be material)). (c) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries Schedule 5.5(c) sets forth all outstanding Company Debt as of the dates thereof and their consolidated results date of operations and changes in financial position for the respective periods then endedthis Agreement. (bd) There To the Company’s Knowledge, there are no liabilities of Parent or any Parent Subsidiary of any kind whatsoeversignificant deficiencies, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwiseincluding material weaknesses, in each casethe design or operation of the internal control over financial reporting that could reasonably be expected to adversely affect the Company’s or the Subsidiary’s ability to initiate, authorize, record, process, or report external financial data in accordance with GAAP such that there is more than a remote likelihood that a misstatement of the Company’s financial statements that is more than inconsequential will not be prevented or detected. To the Company’s Knowledge, there is no fraud, suspected fraud or allegation of fraud affecting the Company or the Subsidiary by management of the Company or the Subsidiary, employees who have significant roles in the Company’s or the Subsidiary’s internal controls or other employees of the Company or the Subsidiary whose fraud could have a material effect on the Company’s financial statements. (e) Neither the Company nor the Subsidiary has any liabilities or obligations of a type required to be reflected on a balance sheet prepared in accordance with GAAP, other than: than (i) liabilities or obligations disclosed or and provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); Company Financial Statements; (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for that have been incurred since the Balance Sheet Date in the Parent Balance Sheet; ordinary course of business consistent with past practices; (iii) liabilities or obligations arising under (A) this Agreement or incurred the Ancillary Agreements, (B) the Material Contracts, (C) the Employee Plans, or (D) any Contract not required to be listed on Schedule 5.13 (in connection with each case, which do not relate to breach of or default under any of the Transactions; foregoing or violation of Law); (iv) ordinary course liabilities or obligations for Company Debt or Selling Expenses (in each case, which liabilities or obligations shall (A) be paid in full prior to the Closing or (B) taken in to account for purposes of Parent and its Subsidiaries incurred since June 30, 2005 under calculating the agreements, contracts, leases, and licenses to which they are a partyPurchase Price); and (v) other liabilities or obligations incurred since June 30, 2005 which, individually related to Asbestos Use; or in the aggregate, would not have a Parent Material Adverse Effect(vi) Taxes.

Financial Statements; Liabilities. (a) The (i) audited consolidated financial balance sheets and related consolidated statements of Parent included in Parent’s Annual Reports on Form 10-K income, stockholders' equity and cash flows, and the related notes of the Company as of and for its fiscal the years ended December 31, 2004 1997, 1996 and December 1995 (the "Company Audited Financial Statements") have been audited by Xxxxxx X. Xxxxxx, CPA, independent accountants, in accordance with generally accepted auditing standards. The consolidated balance sheets and related consolidated statements of income, stockholders' equity and cash flows, and the related notes of the Company as of and for the eight month period ended August 31, 2003 1998 (the “Parent 10-Ks”"Company Interim Financial Statements") have been prepared by the Company in accordance with past practices. The Company Audited Financial Statements and (ii) unaudited consolidated the Company Interim Financial Statements have been prepared in accordance with United States generally accepted accounting principles applied on a basis consistent with prior periods, and present fairly the financial statements position of Parent included in Parent’s Quarterly Reports on Form 10-Q the Company at such dates and the results of operations and cash flows for the fiscal quarters ended March 31periods then ended, 2005 and June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statementsthe Company Interim Financial Statements, to normal recurring year-end as permitted by United States generally accepting accounting principles. The Company Interim Financial Statements reflect all adjustments (consisting only of normal, recurring adjustments) that are necessary for a fair statement of the effect results for the interim periods presented therein. Except as set forth on Schedule 5.7 hereto, neither the Company, nor any of which will notits assets, are subject to any Undisclosed Liabilities, except (i) as and to the extent reflected on the Company's unaudited balance sheet as of August 31, 1998, or (ii) as may have been incurred or may have arisen since August 31, 1998 in the ordinary course of business, or (iii) that, individually or in the aggregate, be material) have not had and are not reasonably likely to have a material adverse effect on the absence of notesfinancial condition, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for or business of the respective periods then endedCompany (a "Company Material Adverse Effect"). (b) There are no liabilities of Parent or any Parent Subsidiary of any kind whatsoeverExcept as set forth on Schedule 5.7 hereto, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated the most recent balance sheet of the Company included in Parent’s Quarterly Report on Form 10-Q the Company Interim Financial Statements includes appropriate reserves for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) all taxes and other liabilities or obligations existing incurred as of June 30, 2005 and such date but not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse Effectyet payable.

Financial Statements; Liabilities. (a) The (i) audited consolidated financial statements balance sheet of Parent included in Parent’s Annual Reports on Form 10-K for APHI and its fiscal years ended consolidated Subsidiaries as of December 31, 2004 1996 and December 311995, 2003 and the related consolidated statements of operations, common stockholders' equity (deficit), and cash flows for the “Parent 10-Ks”years then ended (including the related notes thereto) accompanied by the report of KPMG Peat Marwick LLP previously delivered to Refraco and (iiattached hereto as Section 4.6(a)(i) to the APHI Disclosure Schedule and the unaudited consolidated financial balance sheet of APHI and its consolidated Subsidiaries as of September 30, 1997, and the related consolidated statements of Parent included in Parent’s Quarterly Reports on Form 10-Q operations, common stockholders' equity (deficit), and cash flows for the fiscal quarters ended March 31nine-month period then ended, 2005 certified by the principal financial and June 30, 2005 fairly present accounting officer of APHI (including the related notes thereto) previously delivered to Refraco and attached hereto as Section 4.6(a)(ii) to the APHI Disclosure Schedule have been prepared in all material respects in conformity accordance with applicable generally accepted accounting requirements and principles applied on a consistent basis throughout the published rules and regulations of the SEC with respect thereto and fairly present, in conformity with GAAP periods involved (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, fairly present the consolidated financial position of Parent APHI and its consolidated Subsidiaries as of at the dates date thereof and their the consolidated results of its operations and changes in financial position for the respective periods period indicated, except that the 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 its consolidated Subsidiaries (excluding the AM Division) as of September 30, 1997, and the related consolidated statements of operations, common stockholders' equity (deficit), 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 involved (except as may be indicated in the notes thereto), and fairly present the consolidated financial 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 were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. (b) There are no liabilities of Parent Neither APHI nor any Subsidiary thereof has any liability or any Parent Subsidiary obligation of any kind whatsoevernature whatsoever of the type required to be set forth on the balance sheet of APHI (including the notes thereto) in accordance with generally accepted accounting principles, consistently applied (whether known or unknown, asserted due or unassertedto become due, accrued, fixed, contingent, absoluteliquidated, determinedunliquidated, determinable or otherwise, in each case), other than: than liabilities and obligations (i) liabilities or obligations disclosed or provided for which are reflected in Parent’s the consolidated balance sheet included of APHI and its consolidated Subsidiaries as of December 31, 1996 or reflected in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for which arose in the Parent Balance Sheet; ordinary course since December 31, 1996 and do not and will not cause an APHI Threshold Expenditure, or (iii) liabilities or obligations under this Agreement or incurred are set forth in connection with Section 4.6(b) of the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse EffectAPHI Disclosure Schedule.

Financial Statements; Liabilities. (a) The Included in the Form 10-Q for the three months ended March 31, 2003 (i"Form 10-Q") audited are the Company's consolidated financial statements unaudited balance sheet (the "Balance Sheet") as of Parent included March 31, 2003 (the "Balance Sheet Date"), and the consolidated unaudited statement of operations for the three-month period then ended ("Operating Statement"). Included in Parent’s Annual Reports its annual report on Form 10-K for its fiscal years the year ended December 31, 2004 and 2002 ("Annual Report") are the Company's consolidated audited balance sheets as of December 31, 2003 (2002 and the “Parent 10-Ks”) and (ii) unaudited consolidated financial audited statements of Parent included in Parent’s Quarterly Reports on Form 10-Q operations, cash flow and changes of stockholders' equity for the fiscal quarters ended March 31period then ended, 2005 together with the related report of Marcum & Kliegman LLP, independent certified public accountants (xxxx yexx-xxx xalance sheet, statement of operations, cash flow and June 30changes of stockholders' equity and report, 2005 fairly present together with the Balance Sheet and Operating Statement, the "Financial Statements"). The Financial Statements (including any notes thereto): (i) are complete and correct in all material respects and are in conformity accordance with applicable accounting requirements the books and the published rules and regulations records of the SEC with respect thereto and Company; (ii) present fairly present, in conformity with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position condition, results of Parent operations and cash flows of the Company and its Subsidiaries as of subsidiaries at the respective dates thereof therein specified and their consolidated the results of operations and changes in financial position of the Company and its subsidiaries for the respective periods then endedtherein specified; and (iii) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior accounting periods (except that the unaudited financial statements are subject to year-end audit adjustments which will not be material in amount and do not contain complete footnotes). (b) There are The Company and its subsidiaries have no liabilities of Parent or any Parent Subsidiary obligations of any kind whatsoevernature, whether known either actual or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable contingent or otherwise, in each case, other than: (i) liabilities or obligations disclosed which are not reflected or provided for in Parent’s consolidated balance sheet the Financial Statements or related notes except liabilities included in Parent’s Quarterly Report on Form 10-Q for the fiscal estimated loss from operations set forth in Section 3.9(b) of the Disclosure Schedule. (c) The Company anticipates a loss from operations, during the quarter ended June 30, 2005 (including 2003, as set forth in Section 3.9(c) of the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse EffectDisclosure Schedule.

Financial Statements; Liabilities. (a) The (iSection 3.6(a) audited consolidated of the Seller Disclosure Schedule contains the following financial statements of Parent included in Parent’s Annual Reports on Form 10-K for its fiscal years ended December 31(collectively, 2004 and December 31with any notes thereto, 2003 (the “Parent 10-KsFinancial Statements”) ): the combined consolidated condensed unaudited balance sheet and (ii) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q income of the Transferred Entities as of and for the fiscal quarters year ended March 31June 30, 2005 and June 30, 2005 fairly present 2006. The Financial Statements have been prepared in all material respects in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity accordance with GAAP applied on a consistent basis (except as may be indicated in the notes theretonoted therein), subjectand present fairly, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notesall material respects, the combined consolidated financial position and the combined consolidated results of Parent and its Subsidiaries operations of the Transferred Entities as of the dates thereof set forth therein, except that the Financial Statements do not include footnotes that would be required by GAAP and their consolidated results do not include a statement of operations and changes in financial position for the respective periods then endedcash flows. (b) There are no liabilities Section 3.6(b) of Parent or the Seller Disclosure Schedule contains the following financial statements (collectively, with any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Interim Financial Statements”): the combined consolidated condensed unaudited balance sheet and statements of income of the Transferred Entities as of and for the six month period ended December 31, 2006 (such balance sheet for December 31, 2006, the “Balance Sheet” and December 31, 2006, the “Balance Sheet Date”);. The Interim Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), and present fairly, in all material respects, the combined consolidated financial position and the combined consolidated results of operations of the Transferred Entities as of December 31, 2006, except that the Interim Financial Statements do not include footnotes that would be required by GAAP and do not include a statement of cash flows. (c) There are no liabilities or obligations of the Transferred Entities of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet or the notes thereto of the Transferred Entities if known at the time, other than those that (i) are reflected or reserved against on the Balance Sheet or otherwise set forth in this Agreement; (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for have been incurred in the Parent ordinary course of business of the Transferred Entities since the Balance Sheet; Sheet Date; (iii) liabilities are permitted or obligations under expressly contemplated by this Agreement or incurred in connection with the Transactions; Agreement, (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30have been discharged or paid off, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities are Excluded Liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, (vi) would not reasonably be expected to have a Parent Material Adverse Effect.

Financial Statements; Liabilities. (a) The Section 3.5 of the Parent Disclosure Schedule sets forth: (i) the audited consolidated financial statements statement of Parent included in Parent’s Annual Reports on Form 10-K operations of the Business for its fiscal the years ended December 31, 2004 2018 and 2017 and the audited balance sheet of the Business as of December 31, 2003 2018 and 2017 (the “Parent 10-KsAudited Business Financial Statements”) and (ii) the unaudited consolidated financial statements interim statement of Parent included in Parent’s Quarterly Reports on Form 10-Q operations of the Business for the fiscal quarters six months ended March 31, 2005 and June 30, 2005 fairly 2019 and the unaudited balance sheet of the Business as of June 30, 2019 (the “Interim Business Financial Statements”, and together with the Audited Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (x) were prepared in accordance with GAAP consistently applied throughout the periods involved and (y) present fairly, in all material respects in conformity with applicable accounting requirements respects, the financial position and the published rules and regulations results of operations of the SEC with respect thereto and fairly presentBusiness as of the respective dates thereof or the periods then ended, in conformity with GAAP (each case, except as may be indicated noted therein and subject to normal and recurring year-end adjustments, which are immaterial individually and in the aggregate; provided, that the Business Financial Statements and the foregoing representations and warranties are qualified by the fact that (A) the Business has not operated on a separate standalone basis and has historically been reported within Parent’s combined financial statements, (B) the Business Financial Statements assume certain allocations and direct charges which do not necessarily reflect amounts that the Business would incur on a standalone basis, 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. (b) When delivered pursuant to Section 5.21, the 2019-2020 Financial Statements shall (x) have been prepared in accordance with GAAP consistently applied throughout the periods involved and (y) present fairly, in all material respects, the financial position and the results of operations of the Business as of the respective dates thereof or the periods then ended, in each case, except as may be noted therein and subject to normal and recurring year-end adjustments, which are immaterial individually or in the aggregate; provided, that the 2019-2020 Financial Statements and the foregoing representations and warranties are qualified by the fact that (A) the Business has not operated on a separate standalone basis and has historically been reported within Parent’s combined financial statements, (B) the 2019-2020 Financial Statements assume certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis, and (C) the 2019-2020 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. (c) There are no liabilities or obligations of the Transferred Entities of any nature, whether or not accrued, contingent or otherwise, other than those that (i) are reflected or reserved against on the Business Financial Statements or described in the notes thereto), subject, ; (ii) have been incurred in the case ordinary course of interim financial statementsbusiness since June 30, 2019 (but not as a result of any breach of contract, warranty, tort, infringement or violation of applicable Law); (iii) are incurred in connection with the transactions contemplated hereby or the announcement, negotiation, execution or performance of this Agreement, the Ancillary Agreements or the Sale; (iv) have been (or will be prior to normal recurring year-end adjustments the Closing) discharged or paid off; or (the effect of which will notv) would not reasonably be expected to have, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended. (b) There are no liabilities of Parent or any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Business Material Adverse Effect.

Financial Statements; Liabilities. (a) The (i) Company has delivered to Purchaser true and complete copies of the audited consolidated financial statements balance sheets of Parent included in Parent’s Annual Reports on Form 10-K the Company for its the fiscal years ended December 31, 2004 2001, 2002 and December 31, 2003 (and the “Parent 10-Ks”) and (ii) unaudited related audited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q income and cash flows for the fiscal quarters years then ended March 31(collectively, 2005 the "Company Financial Statements"). Except as otherwise indicated in the notes to the Company Financial Statements, the balance sheets and June 30, 2005 fairly present statements of income included in all material respects the Company Financial Statements have been prepared in conformity accordance with applicable accounting requirements and GAAP consistently applied during the published rules and regulations of the SEC with respect thereto periods involved and fairly present, in conformity with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notesall material respects, the consolidated financial position and the results of Parent operations of the Company and its Subsidiaries as of the dates thereof date and their consolidated results of operations and changes in financial position for the respective periods then endedperiod presented therein. (b) There are no liabilities The Company has delivered to Purchaser true and complete copies of Parent or any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s the unaudited consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for of the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing Company as of June 30, 2005 2004 and the related unaudited consolidated statements of income and cash flows of the Company for the six month period then ended (the "June 2004 Financial Statements"). Except as set forth in Schedule 4.5(b), the balance sheet and statements of income and cash flows included in the June 2004 Financial Statements have been prepared in accordance with GAAP consistently applied during the periods involved, and fairly present, in all material respects, the financial position and the results of operations of the Company and its Subsidiaries as of the date and for the period presented therein subject to changes resulting from normal year end adjustments and subject to the absence of footnote disclosure and other presentation items. (c) The Company does not have any Liabilities (whether direct, indirect, accrued or contingent) of a nature required by GAAP to be disclosed on a balance sheet except for Liabilities, commitments or provided obligations (i) for Taxes incurred in the Parent Balance Sheet; ordinary course of business subsequent to June 30, 2004, (ii) incurred in the ordinary course of business subsequent to June 30, 2004 and which are immaterial, (iii) liabilities reflected on, accrued or obligations under this Agreement reserved against in the Company Financial Statements or incurred in connection with the Transactions; June 2004 Financial Statements or (iv) ordinary course obligations of Parent and disclosed in Schedule 4.5(c) hereto. Neither the Company nor its Subsidiaries incurred since June 30have nor will they have as of the Closing any obligation or liability for earnouts or other contingent payments payable to former owners of assets, 2005 under stock or other interests acquired by the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities Company or obligations incurred since June 30, 2005 which, individually its Subsidiaries or in otherwise arising out of previous acquisitions by the aggregate, would not have a Parent Material Adverse EffectCompany or its Subsidiaries.

Financial Statements; Liabilities. (a) The Section 3.5(a) of the Company Disclosure Schedule sets forth (i) the consolidated audited consolidated financial statements balance sheet, statement of Parent included in Parent’s Annual Reports on Form 10-K comprehensive loss, statement of stockholders’ equity and statement of cash flow (including any related notes and schedules thereto) as of and for its the fiscal years ended December July 31, 2004 and December 2023, July 31, 2003 2022 and July 31, 2021, in each case for the Company and the Company Subsidiaries on a consolidated basis (collectively, the “Parent 10-KsCompany Audited Financial Statements”) and (ii) the unaudited consolidated financial balance sheet (the “Company Balance Sheet”) and the related unaudited statements of Parent included in Parent’s Quarterly Reports operations and cash flows of the Company and the Company Subsidiaries on Form 10-Q a consolidated basis as of April 30, 2024 for the fiscal quarters nine (9)-month period then-ended March 31(the “Interim Financial Statements” and together with the Company Audited Financial Statements, 2005 the “Company Financial Statements”). The Company Financial Statements (i) have been prepared from, and June 30are in accordance with and in agreement with, 2005 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 conformity with applicable accounting requirements stockholders’ equity and consolidated financial position of the Company and the published rules and regulations Company Subsidiaries for the respective fiscal periods or as of the SEC with respect thereto and fairly present, in conformity with GAAP respective dates therein set forth (except as may be indicated in the notes thereto), subject, subject in the case of interim financial statements, unaudited statements to normal recurring year-end audit adjustments (the effect of which will not, individually or in the aggregate, be material), (iii) and the absence of notescomplied, the consolidated financial position of Parent and its Subsidiaries as of their respective dates of preparation, in all material respects with applicable accounting requirements, and (iv) have been prepared in accordance with GAAP consistently applied during the dates thereof and their consolidated results of operations and changes in financial position for periods involved except that the respective periods then endedInterim Financial Statements may not contain all footnotes required by GAAP. (b) There are no liabilities Neither the Company nor any of Parent or the Company Subsidiaries has any Parent Subsidiary of any kind whatsoeverLiabilities, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: except for those Liabilities (i) liabilities that are specifically reflected or obligations disclosed reserved against on the Company Balance Sheet or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for incurred in the Parent ordinary course of business since the Latest Balance Sheet; Sheet Date, (iii) liabilities that are executory obligations arising under Contracts to which the Company or obligations any Company Subsidiary is a party or otherwise bound (to the extent not resulting from a breach of such Contracts by the Company or a Company Subsidiary), (iv) arising under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations performance of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and this Agreement or (v) other liabilities or obligations incurred since June 30, 2005 whichthat are not and would not reasonably be expected to be material, individually or in the aggregate, to the Company and the Company Subsidiaries, taken as a whole. (c) Since December 31, 2021, (i) neither the Company nor any of the Company Subsidiaries, nor, to the Knowledge of the Sellers, any representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained (to the Knowledge of the Sellers) any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no employee of or attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported evidence of a material violation of securities Laws, a breach of fiduciary duty or a similar violation by the Company, any Company Subsidiary or any of their respective officers, directors or employees to the board of directors of the Company or any committee thereof or to any director or officer of the Company. The Company and each Company Subsidiary has established a system of internal accounting controls reasonably appropriate for its size and the industry in which they operate, which are designed to provide reasonable assurances regarding the reliability of their financial reporting. Since December 31, 2021, there have not been (A) any significant deficiency or material weakness in any system of internal accounting controls used by the Company or any Company Subsidiary or (B) any fraud or other wrongdoing that involves any of the management or other employees of the Company or any Company Subsidiary who had a role in the preparation of the financial statements or the internal accounting controls used by the Company and Company Subsidiaries. (d) Neither the Company nor any of the Company Subsidiaries is a party to, or has any legally binding commitment to become a party to, any “off-balance sheet arrangement” (as defined in the Exchange Act). (e) Except as would not have reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a Parent Material Adverse Effectwhole, all accounts receivable of the Company and each Company Subsidiary reflected on the Company Balance Sheet (i) are bona fide and valid receivables arising from sales actually made or services actually performed (ii) are not subject to any setoffs, counterclaims, credits or other offsets, and are current and collectible and, to the Knowledge of the Sellers, will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts. Other than Permitted Liens, no Person has any Lien on any accounts receivable of the Company or Company Subsidiary, and no agreement for any material deduction, free goods or services, discount or other deferred price or quantity adjustment has been made by the Company or any Company Subsidiary with respect to any accounts receivable other than in the ordinary course of business. (f) All accounts payable and notes payable of the Company or Company Subsidiary arose in bona fide arm’s length transactions and, no such material account payable or note payable is delinquent in its payment (other than any payments after the date hereof which would constitute Leakage). Since the Latest Balance Sheet Date, the Company and each Company Subsidiary has paid its accounts payable in the ordinary course of business.

Financial Statements; Liabilities. (a) The Section 4.4(a) of the Company Disclosure Schedule contains the following financial statements (icollectively, with any notes thereto, the “Financial Statements”): (x) the audited consolidated financial balance sheet of the Transferred Entities (as they relate to such entities in existence at the applicable dates) as of December 31, 2016 and December 31, 2015 and the related consolidated statements of Parent included operations, consolidated statements of comprehensive income, consolidated statements of equity and consolidated statements of cash flows of the Transferred Entities (as they relate to such entities in Parent’s Annual Reports on Form 10-K existence at the applicable time periods) for its the fiscal years ended December 31, 2004 2016 and December 31, 2003 (the “Parent 10-Ks”) 2015, and (iiy) the unaudited consolidated financial statements balance sheet of Parent included the Transferred Entities (as it relates to such entities in Parent’s Quarterly Reports on Form 10-Q existence at the applicable dates) as of March 31, 2017 and the related unaudited consolidated statement of operations of the Transferred Entities (as it relates to such entities in existence at the applicable time periods) for the fiscal quarters three-month period ended March 31, 2005 2017 (the “Interim Financial Statements”). The Financial Statements (i) were derived from and June 30prepared in accordance with the books of account and other financial records of the Transferred Entities, 2005 fairly (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of the Interim 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 in conformity with applicable accounting requirements respects, the consolidated financial position and the published rules and regulations consolidated results of operations of the SEC with respect thereto Transferred Entities, as applicable, as of the respective dates thereof and fairly presentthe periods then ended, in conformity with GAAP (except as may be indicated set forth in the notes thereto), thereto (subject, in the case of interim financial statementsInterim Financial Statements, to normal recurring year-end adjustments (the effect of adjustments, which will notnot be material in nature or amount to the Transferred Entities). The Second Quarter Financial Statements, individually if delivered , (a) were derived from and prepared in accordance with the books of account and other financial records of the Transferred Entities, (b) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except for the omission of footnotes, and subject to normal adjustments, which will not be material in nature or amount to the Transferred Entities), and (c) present fairly, in the aggregate, be material) and the absence of notesall material respects, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for of the Transferred Entities, as applicable, as of the respective dates thereof and the periods then ended, except as set forth in the notes thereto (subject to normal adjustments, which will not be material in nature or amount to the Transferred Entities). (b) There are no liabilities or obligations of Parent the Transferred Entities that would be required by GAAP to be reflected or any Parent Subsidiary reserved for on a consolidated balance sheet of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each casethe Transferred Entities, other than: than those that (i) liabilities are reflected or obligations reserved against in the Financial Statements or disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30have been incurred since December 31, 2005 and not required to be disclosed or provided for 2016, in the Parent Balance Sheet; ordinary course of business or (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses would not reasonably be expected to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 whichbe, individually or in the aggregate, would not material to the Transferred Entities, taken as a whole. (c) Since the Lookback Date, no Transferred Entity has received any material complaint, allegation, assertion or claim, regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Transferred Entities or their respective internal accounting controls. (d) The books of account and other financial records of the Transferred Entities have been kept accurately in all material respects in the ordinary course of business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Transferred Entities and have been properly recorded therein in all material respects. The Company has established and maintains a Parent Material Adverse Effectsystem of internal accounting controls which is intended to provide, in all material respects, reasonable assurance: (i) that transactions, receipts and expenditures of the Transferred Entities are being executed and made only in accordance with appropriate authorizations of management and the board of directors of the Company, and (ii) that accounts, notes and other receivables are recorded by the Transferred Entities completely and accurately in all material respects in conformity with GAAP, subject to appropriate reserves.

Financial Statements; Liabilities. (a) The (i) Section 3.5(a)(i) of the Parent Disclosure Schedule sets forth the audited consolidated financial statements combined statement of Parent included in Parent’s Annual Reports on Form 10-K operations of the Business for its fiscal the years ended December 31, 2004 2019 and 2020 and the unaudited combined balance sheet of the Business as of December 31, 2003 2019 and 2020 (together with any notes thereto, the “Parent 10-KsBusiness Audited Financial Statements”). The Business Audited Financial Statements (A) and (ii) unaudited consolidated financial statements of Parent included were prepared in Parent’s Quarterly Reports accordance with GAAP, applied on Form 10-Q for a consistent basis throughout the fiscal quarters ended March 31, 2005 and June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity with GAAP periods indicated (except as may be indicated in the notes thereto) and (B) 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, in each case except as may be noted therein. (ii) The Vendor Due Diligence Report, Volume 1 issued by Ernst & Young Chartered Accountants (“EY”) dated June 1, 2021 and the Q1 FY21 and Q2 FY21 update databooks issued by EY (the “Databooks” ) dated July 1, 2021 and July 25, 2021, respectively (the “Quality of Earnings Report” and, together with the Business Audited Financial Statements, the “Business Financial Statements”), subjecthas been delivered to Purchaser prior to the date of this Agreement. Parent directed EY to prepare the Quality of Earnings Report based on management-prepared accounts, as of June 30, 2021 (the “Management Accounts”), that were prepared based on the books and records of Parent and are true and accurate in all material respects. (iii) The Business Financial Statements and the case of interim foregoing representations and warranties are qualified by the fact that (A) the Business has not operated on a standalone basis and has historically been reported within Parent’s consolidated financial statements, to normal recurring yearand (B) the Business Financial Statements assume certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arms-end adjustments (length transactions or that the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then endedBusiness would incur on a standalone basis. (b) There To the Knowledge of Parent, there are no liabilities or obligations of Parent or any Parent Subsidiary the Transferred Entities of any kind whatsoevernature, whether known or unknown, asserted or unasserted, not accrued, contingent, absolute, determined, determinable contingent or otherwise, in each casethat would be required by GAAP to be reflected on a combined balance sheet of the Business, other than: than those that (i) liabilities are reflected or obligations disclosed reserved against on the Business Audited Financial Statements or provided for reflected in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); determination of Working Capital or Net Indebtedness; (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for have been incurred in the Parent Balance Sheet; ordinary course of business since March 31, 2021; (iii) liabilities or obligations under this Agreement or are incurred in connection with the Transactions; transactions contemplated hereby or the announcement, negotiation, execution or performance of this Agreement, the Ancillary Agreements or the Closing; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a partyhave been discharged or paid off;; and (v) other liabilities constitute Carrier Liabilities; or obligations incurred since June 30, 2005 which, individually or in the aggregate, (vi) would not have a Parent Business Material Adverse Effect.

Financial Statements; Liabilities. (a) The Schedule 3.04(a) sets forth the unaudited statement of financial position of the Business (iother than the Excluded Brainerd Assets) audited consolidated (the "Balance Sheet") at November 30, 2001 and the unaudited statement of financial position and the related unaudited statements of Parent included in Parent’s Annual Reports on Form 10-K for its fiscal years ended operations, shareholders' equity and cash flows of the Business at December 31, 2004 2001 and December 31, 2003 2000 and for each of the years then ended (collectively, with the “Parent 10-Ks”) and (ii) Balance Sheet, the "Financial Statements"; the unaudited consolidated statement of financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March position at December 31, 2005 and June 302001 is referred to herein as the "December Balance Sheet"). Except as set forth in Schedule 3.04(a) with respect to the Balance Sheet, 2005 fairly present in all material respects in conformity with applicable accounting requirements the Financial Statements have been and the published rules and regulations of Audited Financial Statements (as defined in Section 5.25), to the SEC with respect thereto and fairly presentextent delivered at or prior to Closing, will be prepared in conformity with GAAP consistently applied (except in each case as may be indicated described in the notes thereto), subjectthereto and, in the case of interim financial statementsthe Balance Sheet, except for the absence of notes thereto and subject to normal recurring year-end adjustments adjustments) and on that basis fairly present the financial position and results of operations of the Business (other than the effect of which will not, individually or Excluded Brainerd Assets in the aggregate, be materialcase of the Balance Sheet) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the respective dates thereof and their consolidated results of operations and changes in financial position for the respective periods then endedindicated therein. (b) There are no The Business does not have any liabilities of Parent or any Parent Subsidiary obligations of any kind whatsoevernature (whether accrued, whether known or unknown, asserted or unasserted, accruedabsolute, contingent, absolute, determined, determinable unasserted or otherwise), in each case, other than: except (i) liabilities as reflected or obligations disclosed or provided for reserved against in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including December Balance Sheet and the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30for items set forth in Schedule 3.04(b), 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) for liabilities or and obligations under incurred in the ordinary course of business consistent with past practice since the date of the December Balance Sheet and not in violation of this Agreement and which either (x) are included in the calculation of Closing Net Assets or incurred in connection with the Transactions; (y) are Excluded Liabilities that could not reasonably be expected to have a Seller Material Adverse Effect, (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30for Taxes, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities for Excluded Liabilities related solely to the operation of the Brainerd Facility or obligations incurred since June 30, 2005 which, individually or in the aggregate, would Excluded Brainerd Assets that could not reasonably be expected to have a Parent Seller Material Adverse Effect, (vi) for Excluded Liabilities incurred after the date hereof not in violation of this Agreement that could not reasonably be expected to have a Seller Material Adverse Effect, (vii) for liabilities and obligations pursuant to Permitted Liens, the express terms of Material Assigned Contracts (as defined in Section 3.08(b)) and Permits listed on Schedule 3.13 and (viii) for liabilities and obligations incurred not in violation of this Agreement and in an amount no greater than $25,000 for any individual liability or obligation and no greater than $1,000,000 in the aggregate for all such liabilities and obligations.

Financial Statements; Liabilities. (a) The Section 3.5 of the Seller Disclosure Schedule sets forth the following financial statements: (i) audited audited, combined and consolidated financial statements of Parent included in operations, statements of cash flows and statements of changes of equity of the business of Xxxxxxxx Sundstrand Industrial, a component of Xxxxxxxx Sundstrand Corporation, a wholly owned Subsidiary of Parent’s Annual Reports on Form 10-K , for its fiscal the years ended December 31, 2004 2009, 2010 and 2011 and audited, combined and consolidated balance sheets as of December 31, 2010 and December 31, 2003 (the “Parent 10-Ks”) 2011; and (ii) unaudited unaudited, combined and consolidated financial interim statements of Parent included in operations of the business of Xxxxxxxx Sundstrand Industrial, a component of Xxxxxxxx Sundstrand Corporation, a wholly owned Subsidiary of Parent’s Quarterly Reports on Form 10-Q , for the fiscal quarters three-month period ended March 31, 2005 2012 and June 302011 and unaudited, 2005 fairly present combined and consolidated balance sheets as of March 31, 2012 and 2011 (the items referred to in all material respects clause (i), with any notes thereto, being herein collectively referred to as the “Audited Financial Statements”; the items referred to in conformity clause (ii) being herein collectively referred to as the “Interim Financial Statements” and, together with applicable accounting requirements and the published rules and regulations of Audited Financial Statements, the SEC with respect thereto and fairly present, “Financial Statements”). The Audited Financial Statements have been prepared in conformity accordance with GAAP applied on a consistent basis (except as may be indicated in the notes theretonoted therein), subjectand present fairly, in all material respects, the case combined and consolidated financial position and the combined and consolidated results of interim 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 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, subject in each case to normal and recurring year-end adjustments (the effect of which will not, individually that were not or are not expected to be material in the aggregate, be material) amount and the absence of notes, the consolidated disclosures normally made in footnotes to audited financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then endedstatements. (b) There are no liabilities Liabilities of Parent the Transferred Companies or any Parent Subsidiary their respective Subsidiaries or arising out of the Business, in either case, of any kind whatsoevernature, whether or not known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable contingent or otherwise, that would be required by GAAP to be reflected or reserved against on a combined and consolidated audited balance sheet of the Transferred Companies and their respective Subsidiaries or disclosed in each casethe footnotes thereto, other than: than those that (i) liabilities are reflected or obligations disclosed or provided for reserved against on the Audited Financial Statements; (ii) have been incurred in Parent’s consolidated the ordinary course of business of the Transferred Companies and their respective Subsidiaries, consistent with past practices, since the date of the most recent balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; Audited Financial Statements; (iii) liabilities are permitted or obligations under contemplated by this Agreement or incurred (including Liabilities disclosed in connection with the Transactions; Seller Disclosure Schedule); (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a partyhave been discharged or paid off in full; and or (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, are not, and would not have reasonably be expected to be, material to the Transferred Companies and their respective Subsidiaries or the Business, in each case, taken as a Parent Material Adverse Effectwhole.

Financial Statements; Liabilities. (a) The Partnership has made available to the Acquirer true, correct and complete copies (iexcept for the absence of footnotes and other presentation items) audited consolidated of the following financial statements of Parent included in Parent’s Annual Reports on Form 10-K the Partnership Entities: the unaudited balance sheets of the Partnership as of December 31, 2013 and June 30, 2014, the unaudited balance sheet of PJT Partners LP as of June 30, 2014, unaudited statements of income and loss of the Partnership for its the fiscal years year ended December 31, 2004 2013 and December 31, 2003 (the “Parent 10-Ks”) and (ii) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters six months ended March 31, 2005 and June 30, 2005 2014, and an unaudited statement of income and loss of PJT Partners LP for the six months ended June 30, 2014 (collectively, the “Partnership Financial Statements”). The Partnership Financial Statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except for the absence of footnotes and other presentation items in financial statements for interim periods) and fairly present in all material respects in conformity with applicable accounting requirements the financial position of the Partnership and PJT Partners LP, as applicable, at the respective dates thereof and the published rules income and regulations of loss at and for the SEC with respect thereto and fairly present, in conformity with GAAP periods indicated (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, subject to normal recurring year-end adjustments and periodic quarterly adjustments, in each case, which are not material to the Partnership Entities). (b) Except as set forth in Section 4.5(b) of the effect Seller Disclosure Letter, none of which will notthe Partnership Entities has any Liabilities that would be required to be disclosed on a balance sheet prepared in accordance with GAAP other than Liabilities (i) disclosed or reserved for in the Partnership Financial Statements, (ii) incurred by the Partnership after June 30, 2014 in the ordinary course of operating the Partnership Business that would not reasonably be expected, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended. (b) There are no liabilities of Parent to have a Partnership Material Adverse Effect or any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions;transactions contemplated by this Agreement. (ivc) ordinary course obligations Except as disclosed in Section 4.5(c) of Parent and its Subsidiaries incurred since June 30the Seller Disclosure Letter, 2005 under none of the agreements, contracts, leases, and licenses to which they are a party; andPartnership Entities has any Indebtedness. (vd) other liabilities or obligations incurred since June 30, 2005 which, individually or The General Partner was formed specifically for the purpose of holding a GP Interest in the aggregatePartnership and PJT Partners LP and has conducted no operations and incurred no obligations other than those incident to its formation and in connection with the ownership of such interests. (e) No Partnership Entity is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, would not have a Parent Material Adverse Effectregistration statements, prospectuses, reports or other documents with the SEC by Law or by Contract.

Financial Statements; Liabilities. (a) The Section 2.6(a) of the Seller Disclosure Schedule sets forth (i) audited consolidated financial the unaudited balance sheets of Seller as of December 31, 2018 and 2019 (the balance sheet as of December 31, 2019, the “2019 Balance Sheet”), (ii) the unaudited balance sheet of Seller as of June 30, 2020 (the “Reference Balance Sheet”), (iii) the unaudited statements of Parent included in Parent’s Annual Reports on Form 10-K operations and cash flows of Seller for its fiscal the years ended December 31, 2004 2018 and December 312019, 2003 (iv) the unaudited statements of operations and cash flows of Seller for the six months ended June 30, 2020 (the “Parent 10-Ks”balance sheets and statements of operations and cash flows referred to in clauses (i) and (iii) above, together with any notes thereto, being collectively referred to as the “Annual Financial Statements”; the balance sheets and statements of operations and cash flows referred to in clauses (ii) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q for and (iv) above, together with any notes thereto, being collectively referred to as the fiscal quarters ended March 31, 2005 and June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements “Interim Financial Statements”; and the published rules Annual Financial Statements and regulations the Interim Financial Statements being collectively referred to as the “Financial Statements”). Except as set forth on Section 2.6(a) of the SEC Seller Disclosure Schedule, 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, were not prepared in accordance with respect thereto and fairly presentGAAP, have been prepared in conformity accordance with GAAP the historical accounting principles of Seller applied on a consistent basis (except as may be indicated set forth in the notes theretothereto or as otherwise noted therein), and present fairly, in all respects, the financial position and the results of operations and cash flows of Seller as of the respective dates thereof or for the periods then ended (subject, in the case of interim financial statementsthe Interim Financial Statements, to the absence of notes and normal recurring year-end adjustments (adjustments, the effect of which adjustments have not been and will not, individually or in the aggregate, not be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended). (b) There Except as set forth in Section 2.6(b) the Seller Disclosure Schedule, there are no liabilities or obligations of Parent Seller required to be recorded or any Parent Subsidiary disclosed under GAAP of any kind whatsoevernature or type, whether known or unknown, asserted or unassertednot absolute, accrued, contingent, absolute, determined, determinable contingent or otherwise, other than as and only to the extent reflected or reserved against in each case, other than:the Financial Statements. (ic) liabilities Seller has no current intention to correct or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leasesrestate, and licenses to which they are a party; and (v) other liabilities the Knowledge of Seller, there is not any basis to correct or obligations incurred since June 30, 2005 which, individually restate any of the Financial Statements. Seller has not had any disagreement with any of its auditors regarding material accounting matters or in policies during the aggregate, would not have a Parent Material Adverse Effectpast full fiscal year or during the current fiscal year-to-date.

Financial Statements; Liabilities. (a) The Section 2.6(a) of the Seller Disclosure Schedule sets forth (i) audited consolidated financial the unaudited balance sheets of Seller as of December 31, 2021 and 2022 (the balance sheet as of December 31, 2022, the “2022 Balance Sheet”), (ii) the unaudited balance sheet of Seller as of September 31, 2023] (the “Reference Balance Sheet”), (iii) the unaudited statements of Parent included in Parent’s Annual Reports on Form 10-K operations and cash flows of Seller for its fiscal the years ended December 31, 2004 2021 and December 2022, (iv) the unaudited statements of operations and cash flows of Seller for the nine months ended September 31, 2003 2023] (the “Parent 10-Ks”balance sheets and statements of operations and cash flows referred to in clauses (i) and (iii) above, together with any notes thereto, being collectively referred to as the “Annual Financial Statements”; the balance sheets and statements of operations and cash flows referred to in clauses (ii) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q for and (iv) above, together with any notes thereto, being collectively referred to as the fiscal quarters ended March 31, 2005 and June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements “Interim Financial Statements”; and the published rules Annual Financial Statements and regulations the Interim Financial Statements being collectively referred to as the “Financial Statements”). Except as set forth on Section 2.6(a) of the SEC Seller Disclosure Schedule, 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, were prepared in accordance with respect thereto and fairly presentGAAP, have been prepared in conformity accordance with GAAP the historical accounting principles of Seller applied on a consistent basis (except as may be indicated set forth in the notes theretothereto or as otherwise noted therein), and present fairly, in all respects, the financial position and the results of operations and cash flows of Seller as of the respective dates thereof or for the periods then ended (subject, in the case of interim financial statementsthe Interim Financial Statements, to the absence of notes and normal recurring year-end adjustments (adjustments, the effect of which adjustments have not been and will not, individually or in the aggregate, not be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended). (b) There Except as set forth in Section 2.6(b) the Seller Disclosure Schedule, there are no liabilities or obligations of Parent Seller required to be recorded or any Parent Subsidiary disclosed under GAAP of any kind whatsoevernature or type, whether known or unknown, asserted or unassertednot absolute, accrued, contingent, absolute, determined, determinable contingent or otherwise, other than as and only to the extent reflected or reserved against in each case, other than:the Financial Statements. (ic) liabilities Seller has no current intention to correct or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leasesrestate, and licenses to which they are a party; and (v) other liabilities the Knowledge of Seller, there is not any basis to correct or obligations incurred since June 30, 2005 which, individually restate any of the Financial Statements. Seller has not had any disagreement with any of its auditors regarding material accounting matters or in policies during the aggregate, would not have a Parent Material Adverse Effectpast full fiscal year or during the current fiscal year-to-date.

Financial Statements; Liabilities. (a) The Section 3.5 of the Seller Disclosure Schedule sets forth: (i) audited consolidated financial statements the unaudited performance profit and loss statement of Parent included in Parent’s Annual Reports on Form 10-K the Business for its fiscal years the year ended December 31, 2004 2015 and the unaudited statement of investment responsibility of the Business as of December 31, 2003 (the “Parent 10-Ks”) 2015, and (ii) the unaudited consolidated financial statements interim performance profit and loss statement of Parent included in Parent’s Quarterly Reports on Form 10-Q the Business for the fiscal quarters six months ended March 31, 2005 and June 30, 2005 2016 and the unaudited statement of investment responsibility of the Business as of June 30, 2016 (together with any notes thereto, the “Business Financial Statements”). The Business Financial Statements (i) have been prepared on a performance basis consistent with Seller’s accounting policies, which such accounting policies are in accordance with GAAP, and Seller’s internal management reporting policies and procedures and (ii) have been prepared from the books and records related to the Business and (iii) present fairly present in all material respects in conformity with applicable accounting requirements the financial position and the published rules and regulations results of operations of the SEC with respect thereto Business as of the date, and fairly presentfor the periods referenced, in conformity with GAAP (except as may be indicated in the notes thereto)such Business Financial Statements, subject, in the case of interim financial statements, subject to normal and recurring year-end adjustments (the effect of which will not, individually or in the aggregatecase of the unaudited performance profit and loss statement of the Business for the six months ended June 30, be material) 2016 and the absence unaudited statement of notes, investment responsibility of the consolidated financial position of Parent and its Subsidiaries Business as of June 30, 2016; provided, that the dates thereof Business Financial Statements and their consolidated results the foregoing representations and warranties are qualified by the fact that the Business has not operated as a separate standalone entity and therefore the Business Financial Statements do not include all of operations and changes in financial position the costs necessary for the respective periods then endedBusiness to operate as a separate standalone entity. (b) There are no liabilities material Liabilities of Parent or any Parent Subsidiary the Transferred Entities that would be required to be reflected on a statement of any kind whatsoeverinvestment responsibility of the Business prepared on a performance basis in accordance with Seller’s accounting policies, whether known or unknownwhich such accounting policies are in accordance with GAAP, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each caseand Seller’s internal management reporting policies and procedures, other than: than those that (i) liabilities are reflected or obligations disclosed reserved against on the Business Financial Statements or provided for reflected in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); calculation of Working Capital or Indebtedness; (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for have been incurred in the Parent Balance Sheet; ordinary course of business since the date of the most recent statement of investment responsibility included in the Business Financial Statements; (iii) liabilities are contemplated by this Agreement; or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under have been discharged or paid off prior to the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse EffectClosing.

Financial Statements; Liabilities. (a) The Included in the Form 10-Q for the six months ended June 30, 2002 (i"Form 10-Q") audited are the Company's consolidated financial statements unaudited balance sheet (the "Balance Sheet") as of Parent included June 30, 2002 (the "Balance Sheet Date"), and the consolidated unaudited statement of operations for the six-month period then ended ("Operating Statement"). Included in Parent’s Annual Reports its annual report on Form 10-K for its fiscal years the year ended December 31, 2004 and 2001 ("Annual Report") are the Company's consolidated audited balance sheets as of December 31, 2003 (2001 and the “Parent 10-Ks”) and (ii) unaudited consolidated financial audited statements of Parent included in Parent’s Quarterly Reports on Form 10-Q operations, cash flow and changes of stockholders' equity for the fiscal quarters ended March 31period then ended, 2005 together with the related report of Marcum & Kliegman LLP, independent certified public accountants (xxxx yexx-xxx balance sheet, statement of operations, cash flow and June 30changes of stockholders' equity and report, 2005 fairly present together with the Balance Sheet and Operating Statement, the "Financial Statements"). The Financial Statements (including any notes thereto): (i) are complete and correct in all material respects and are in conformity accordance with applicable accounting requirements the books and the published rules and regulations records of the SEC with respect thereto and Company; (ii) present fairly present, in conformity with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position condition, results of Parent operations and cash flows of the Company and its Subsidiaries as of subsidiaries at the respective dates thereof therein specified and their consolidated the results of operations and changes in financial position of the Company and its subsidiaries for the respective periods then endedtherein specified; and (iii) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior accounting periods (except that the unaudited financial statements are subject to year-end audit adjustments which will not be material in amount and do not contain complete footnotes). (b) There are The Company and its subsidiaries have no liabilities of Parent or any Parent Subsidiary obligations of any kind whatsoevernature, whether known either actual or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable contingent or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and which are not required to be disclosed reflected or provided for in the Parent Balance Sheet;Financial Statements or related notes except liabilities included in the estimated loss from operations set forth in Section 3.9(c) of the Disclosure Schedule. (iiic) liabilities or obligations under this Agreement or incurred in connection with The Company anticipates a loss from operations, during the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June quarter ended September 30, 2005 under 2002, as set forth in Section 3.9(c) of the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse EffectDisclosure Schedule.

Financial Statements; Liabilities. (a) The Included in the Form 10-Q for the three months ended March 31, 2003 (i"Form 10-Q") audited are the Company's consolidated financial statements unaudited balance sheet (the "Balance Sheet") as of Parent included March 31, 2003 (the "Balance Sheet Date"), and the consolidated unaudited statement of operations for the three-month period then ended ("Operating Statement"). Included in Parent’s Annual Reports its annual report on Form 10-K for its fiscal years the year ended December 31, 2004 and 2002 ("Annual Report") are the Company's consolidated audited balance sheets as of December 31, 2003 (2002 and the “Parent 10-Ks”) and (ii) unaudited consolidated financial audited statements of Parent included in Parent’s Quarterly Reports on Form 10-Q operations, cash flow and changes of stockholders' equity for the fiscal quarters ended March 31period then ended, 2005 together with the related report of Marcum & Kliegman LLP, independent certified public accountants (sucx xxxx-enx xxxxxxe sheet, statement of operations, cash flow and June 30changes of stockholders' equity and report, 2005 fairly present together with the Balance Sheet and Operating Statement, the "Financial Statements"). The Financial Statements (including any notes thereto): (i) are complete and correct in all material respects and are in conformity accordance with applicable accounting requirements the books and the published rules and regulations records of the SEC with respect thereto and Company; (ii) present fairly present, in conformity with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position condition, results of Parent operations and cash flows of the Company and its Subsidiaries as of subsidiaries at the respective dates thereof therein specified and their consolidated the results of operations and changes in financial position of the Company and its subsidiaries for the respective periods then endedtherein specified; and (iii) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior accounting periods (except that the unaudited financial statements are subject to year-end audit adjustments which will not be material in amount and do not contain complete footnotes). (b) There are The Company and its subsidiaries have no liabilities of Parent or any Parent Subsidiary obligations of any kind whatsoevernature, whether known either actual or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable contingent or otherwise, in each case, other than: (i) liabilities or obligations disclosed which are not reflected or provided for in Parent’s consolidated balance sheet the Financial Statements or related notes except liabilities included in Parent’s Quarterly Report on Form 10-Q for the fiscal estimated loss from operations set forth in Section 3.9(b) of the Disclosure Schedule. (c) The Company anticipates a loss from operations, during the quarter ended June 30, 2005 (including 2003, as set forth in Section 3.9(c) of the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse EffectDisclosure Schedule.

Financial Statements; Liabilities. (a) The Section 2.6(a) of the Seller Disclosure Schedule sets forth (i) audited consolidated financial the unaudited balance sheets of Seller as of December 31, 2022 and 2023 (the balance sheet as of December 31, 2023, the “2023 Balance Sheet”), (ii) the unaudited balance sheet of Seller as of March 31, 2024 (the “Reference Balance Sheet”), (iii) the unaudited statements of Parent included in Parent’s Annual Reports on Form 10-K operations and cash flows of Seller for its fiscal the years ended December 31, 2004 2022 and December 312023, 2003 (iv) the “Parent 10-Ks”) and (ii) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q operations and cash flows of Seller for the fiscal quarters three months ended March 31, 2005 2024 (the balance sheets and June 30statements of operations and cash flows referred to in clauses (i) and (iii) above, 2005 fairly present together with any notes thereto, being collectively referred to as the “Annual Financial Statements”; the balance sheets and statements of operations and cash flows referred to in all material respects in conformity clauses (ii) and (iv) above, together with applicable accounting requirements any notes thereto, being collectively referred to as the “Interim Financial Statements”; and the published rules Annual Financial Statements and regulations the Interim Financial Statements being collectively referred to as the “Financial Statements”). Except as set forth on Section 2.6(a) of the SEC 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 respect thereto and fairly presentGAAP, have been prepared in conformity accordance with GAAP the historical accounting principles of Seller applied on a consistent basis (except as may be indicated set forth in the notes theretothereto or as otherwise noted therein), and present fairly, in all respects, the financial position and the results of operations and cash flows of Seller as of the respective dates thereof or for the periods then ended (subject, in the case of interim financial statementsthe Interim Financial Statements, to the absence of notes and normal recurring year-end adjustments (adjustments, the effect of which adjustments have not been and will not, individually or in the aggregate, not be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended). (b) There are no liabilities of Parent or any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse Effect.

Financial Statements; Liabilities. (a) The Audited Combined Financial Statements and the Stub Period Audited Financial Statements and, if applicable, the 2003 Audited Financial Statements when delivered to Buyer pursuant to Section 5.28 of this Agreement (including in each case, the notes thereto) (i) audited consolidated financial statements have been or (when delivered) will be, as the case may be, prepared in accordance with (x) GAAP, applied on a consistent basis during the periods involved, except for changes in accounting principles required by GAAP as expressly disclosed therein (with attached thereto the report of Parent included in Parent’s Annual Reports on Form 10-K for its fiscal years ended December 31, 2004 and December 31, 2003 (the “Parent 10-Ks”PWC without qualification or exception) and (y) Regulation S-X of the Exchange Act, (ii) fairly presents, or (when delivered) will fairly present, as the case may be, in all material respects the combined financial position, results of operations and cash flows of the DTI Business, as of the dates and for the periods presented therein and (iii) except as disclosed in Schedule 3.5(a)(iii), have been, or (when delivered) will be, as the case may be, prepared from, and in accordance with, the books and records relating thereto, which books and records will have been regularly kept and maintained in accordance with DuPont's normal and customary practices and will have been the basis for DuPont's audited financial statements. (b) The unaudited consolidated financial comparative combined balance sheet and unaudited comparative combined statements of Parent included income and cash flows, in Parent’s Quarterly Reports on Form 10-Q each case for the fiscal quarters DTI Business, for the three (3) month period ended March 31, 2005 2003 and for the three (3) and six (6) month periods ended June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements 2003, respectively (together, the "UNAUDITED COMBINED HISTORICAL FINANCIAL STATEMENTS"), and the published rules and regulations Unaudited Combined Interim Financial Statements, when delivered to Buyer pursuant to Section 5.28 of the SEC with respect thereto and fairly presentthis Agreement (including in each case, in conformity with GAAP (except as may be indicated in the notes thereto) (i) have been or (when delivered) will be, subjectas the case may be, prepared in accordance with (x) GAAP consistent with the accounting principles and practices applied in preparation of the Audited Combined Financial Statements, applied on a consistent basis for the periods involved, except for changes in accounting principles required by GAAP as expressly disclosed therein, and except for normal year-end adjustments which are consistent in nature with adjustments made in prior years and except for the absence of footnotes to the extent permitted by Regulation S-X (with, in the case of the Unaudited Combined Historical Financial Statements and, to the extent required under Section 5.28, the Unaudited Combined Interim Financial Statements, attached thereto an associated review report of PWC under SAS 100 without exception or qualification) and (y) Regulation S-X of the Exchange Act, (ii) fairly presents or (when delivered) will fairly present, as the case may be, in all material respects the combined financial position, results of operations and cash flows of the DTI Business, as of the dates and for the periods presented therein and (iii) except as disclosed on Schedule 3.5(b)(iii), have been or (when delivered) will be, as the case may be, prepared from, and in accordance with, the books and records relating thereto, which books and records will have been regularly kept and maintained in accordance with DuPont's normal and customary practices and will have been the basis for DuPont's interim financial statements. (c) Except (i) for liabilities or obligations to the extent reflected or reserved against in the December 31, 2002 balance sheet or the notes thereto contained in the Audited Combined Financial Statements, (ii) for liabilities or obligations incurred since December 31, 2002 (x) in the ordinary course of business and consistent with past practice or (y) outside of the ordinary course of business consistent with past practice (A) in an amount no greater than $15 million in the aggregate prior to the date of this Agreement or (B) incurred in accordance with Section 5.1 after the date of this Agreement, (iii) for Retained Liabilities and (iv) as otherwise set forth on Schedule 3.5(c), there were no Liabilities of a type required under GAAP to be reflected or reserved against on a combined balance sheet of the DTI Business. (d) The Sellers have delivered or (at the time of delivery of the applicable financial statements) will deliver to Buyer the financial information relating to the Joint Ventures used in preparing the Audited Combined Financial Statements, the Unaudited Combined Historical Financial Statements, the Unaudited Combined Interim Financial Statements, the Stub Period Audited Financial Statements and, if applicable, the 2003 Audited Financial Statements, as the case may be, other than any such information set forth on Schedule 3.5(d) as to which the Sellers, after using reasonable commercial efforts to obtain any consent required for such disclosure, are prohibited by a confidentiality agreement or otherwise from disclosing such information; PROVIDED, that DuPont shall cause the disclosing party to (x) notify Buyer that DuPont is prohibited from disclosing such information and (y) subject to such prohibition, communicate to Buyer in reasonable detail the subject matter of such information. (e) As of the date of this Agreement, other than the Assumed Notes and the Indebtedness set forth on Schedule 3.5(e)(i), the Sellers (to the extent constituting Assumed Liabilities), the DTI Companies and, to the Knowledge of DuPont, the Joint Ventures have no Indebtedness for borrowed money, including any Indebtedness of the type described in clause (i) or (ii) in the definition of "Indebtedness" in Section 1.1 or Liabilities under any guarantees of Indebtedness of third Persons except for DuPont Guarantees. Except as set forth on Schedule 3.5(e)(ii) (including, as indicated thereon by reason of a DTI Company being a general partner in a Joint Venture), all the Joint Venture Debt is non-recourse to the DTI Companies. No Seller (other than DuPont) and no DTI Company has guaranteed any Joint Venture Debt. Except as set forth on Schedule 3.5(e)(iii), none of the Sellers nor any DTI Company nor, to the Knowledge, after due INQUIRY, of DuPont, any Joint Venture, is in breach of, or default under, any Joint Venture Debt which is the subject of any guarantee or similar obligation that constitutes an Assumed Liability or Joint Venture Guarantee, and, to the Knowledge of DuPont, after due INQUIRY, no event has occurred that, with or without notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration by any lender or other holder of such Joint Venture Debt (including any breach, default, termination, modification or acceleration of such Joint Venture Debt caused by a change of control of such Joint Venture or by the consummation of the transactions contemplated by this Agreement) which is the subject of any guarantee or similar obligation that constitutes an Assumed Liability or Joint Venture Guarantee; PROVIDED that the foregoing representation shall not apply to any breach or default that has been waived prior to Closing so long as such waiver is permanent (insofar as such (as opposed to any future) breach or default is concerned) and without conditions which have not been satisfied prior to Closing. Set forth on Schedule 3.5(e)(iv) is as of the date of this Agreement, a complete and accurate listing of the outstanding Assumed Notes and, for each such Assumed Note, the outstanding principal amount (as of September 30, 2003), rate of interest, currency denomination (if and to the extent indicated thereon), borrowers and lender thereunder. (f) If the Closing has not occurred prior to December 31, 2003, the Textiles and Interiors segment of DuPont as reported in DuPont's audited financial statements (which include the DTI Business) (the "DTI SEGMENT") has disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), and DuPont has designed such disclosure controls and procedures, in each case so as to ensure that material information relating to the DTI Segment is accumulated and communicated to DuPont as appropriate to allow timely decisions regarding required disclosure of any such information in the Exchange Act reports for the DTI Segment (as if it were reporting as a separate issuer). (g) If the Closing has not occurred prior to December 31, 2003, DuPont has disclosed or will at or prior to the delivery of each of the Unaudited Combined Interim Financial Statements and the 2003 Audited Financial Statements, as applicable, pursuant to Section 5.28, disclose, based on its evaluation with respect to the most recent fiscal period covered by such financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended. (b) There are no liabilities of Parent or any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other thanBuyer: (i) liabilities all significant deficiencies and material weaknesses in the design or obligations disclosed or provided for operation of internal control over financial reporting which are reasonably likely to adversely affect DuPont's ability to record, process, summarize and report financial information, in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q each case to the extent necessary for the fiscal quarter ended June 30, 2005 DTI Segment (including as if it were reporting as a separate issuer) to accurately certify under Section 302 of the notes thereto, the “Parent Balance Sheet”); Sarbanes Oxley Act of 2002; and (ii) liabilities to the Knowledge of DuPont, any fraud, whether or obligations existing as not material, that involves management or other employees of June 30any of the Sellers, 2005 and DTI Companies or Joint Ventures, in each case who have a significant role in DuPont's internal control over financial reporting with respect to the DTI Segment. (h) If the Closing has not required occurred prior to be December 31, 2003, DuPont has disclosed or provided for will at or prior to the delivery of each of the Unaudited Combined Interim Financial Statements and the 2003 Audited Financial Statements, as applicable, disclose to Buyer any change in internal control over financial reporting with respect to the Parent Balance Sheet; (iii) liabilities DTI Segment that occurred during the most recent fiscal period covered by such financial statements that has materially affected, or obligations under this Agreement or incurred in connection is reasonably likely to materially affect, internal control over financial reporting with respect to the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse EffectDTI Segment.

Financial Statements; Liabilities. (a) The Attached to Section 3.8(a) of the Disclosure Schedule are correct and complete copies of the Company’s (i) audited consolidated financial reviewed balance sheet of the Company as of December 31, 2019, and the related statements of Parent included income, stockholders’ equity and cash flows for the year ending December 31, 2019; (ii) audited balance sheets of the Company as of December 31, 2020 and December 31, 2021 and statements of income, statement of changes in Parent’s Annual Reports on Form 10-K stockholders’ equity and statements of cash flows of the Company at or for its the fiscal years ended December 31, 2004 2020 and December 31, 2003 2021 (the “Parent 10-KsAudited Financial Statements”), and (iii) an unaudited balance sheet of the Company as of October 31, 2022 (the “Most Recent Balance Sheet”) and (ii) unaudited consolidated financial statements statement of Parent included in Parent’s Quarterly Reports on Form 10-Q income of the Company for the fiscal quarters nine-month period ended March October 31, 2005 2022 (the “Interim Financial Statements” and June 30together with the Audited Financial Statements, 2005 fairly present the “Company Financial Statements”). The Company Financial Statements have been prepared in accordance with the books and records of the Company and in accordance with GAAP in all material respects applied on a consistent basis throughout the periods indicated, and fairly represent in conformity with applicable accounting requirements all material respects the financial condition, results of operation, changes in equity and the published rules and regulations cash flow of the SEC with respect thereto Company as of and fairly presentfor such dates and for such periods then ending, in conformity with GAAP (except as that the Interim Financial Statements may be indicated in the notes thereto)not contain all footnotes required by GAAP, subject, in the case of interim financial statements, are subject to normal recurring year-end audit adjustments (the effect of which will notare not materially different, individually or in the aggregate, be materialthan prior year end adjustments), and are not in compliance with GAAP as set forth on Section 3.8(a)(iii) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended. Disclosure Schedule. (b) There are no 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 Parent or any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: the Company and maintains adequate internal accounting controls that provide assurance that (i) liabilities or obligations disclosed or provided for the Company maintains no off the book accounts and that the assets of the Company are used only in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for accordance with the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); Company management directives; (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; transactions are executed with management’s authorization; (iii) liabilities or obligations under this Agreement or incurred in connection with transactions are recorded as necessary to permit preparation of the Transactions; financial statements of the Company; and (iv) ordinary course obligations of Parent accounts, notes and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leasesother receivables and inventory are recorded accurately, and licenses proper and adequate procedures are implemented to which they are effect the collection of accounts, notes and other receivables on a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse Effecttimely basis.

Financial Statements; Liabilities. (a) The (i) audited consolidated financial statements and unaudited interim financial statements of Parent Xxxxxx included in Parent’s Annual Reports on Form the Xxxxxx 10-K for its fiscal years ended December 31, 2004 and December 31, 2003 (the “Parent 10-Ks”) and (ii) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form Xxxxxx 10-Q for the fiscal quarters ended March 31, 2005 and June 30, 2005 (including any related notes or schedules) fairly present in all material respects in conformity with applicable accounting requirements (and the published rules audited financial statements and regulations unaudited interim financial statements of Xxxxxx included in Xxxxxx SEC Documents filed after the SEC with respect thereto and date of this Agreement will fairly presentpresent in all material respects), in conformity accordance with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent Xxxxxx and its consolidated Subsidiaries as of the dates thereof and their its consolidated results of operations and changes in financial position for the respective periods then endedended (subject to normal year-end adjustments and lack of footnote disclosure in the case of any unaudited interim financial statements). (b) There are Xxxxxx and its Subsidiaries have no liabilities of Parent or any Parent Subsidiary obligations of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated the balance sheet of Xxxxxx included in Parent’s Quarterly Report on Form the Xxxxxx 10-K or 10-Q for the fiscal quarter ended June 30, 2005 (including or disclosed in the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June incurred since September 30, 2005 and not required to be disclosed or provided for 2001 in the Parent Balance Sheetordinary course of business; (iii) liabilities or obligations under this Agreement the Xxxxxx Transaction Agreements or incurred in connection with the Transactionstransactions contemplated thereby; (iv) ordinary course obligations of Parent and Xxxxxx or its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they it is a party that would be required by GAAP to be reflected on or reserved against on the balance sheet of Xxxxxx included in the Xxxxxx 10-Q and which are a partyso reflected or reserved against thereon; (v) as set forth in Section 4.7 of the Xxxxxx Disclosure Schedule; and (vvi) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would could not reasonably be expected to have a Parent Xxxxxx Material Adverse Effect, or have a material adverse impact on the ability of Xxxxxx to consummate the transactions contemplated by the Xxxxxx Transaction Agreements.

Financial Statements; Liabilities. (a) The (i) Section 3.5(a)(i) of the Parent Disclosure Schedule sets forth the audited consolidated financial combined statement of operations, combined statement of comprehensive income, combined statements of Parent included cash flows, in Parent’s Annual Reports on Form 10-K each case, of the Business for its fiscal the years ended December 31, 2004 2021 and 2022 and the audited combined balance sheet of the Business as of December 31, 2003 2021 and 2022 (together with any notes thereto, the “Parent 10-KsBusiness Audited Financial Statements”, and together with the Interim Financial Data (as defined below), the “Business Financial Statements”). With the exception of the procedures detailed within Section 3.5(a)(iii), the Business Financial Statements (A) were prepared in accordance with GAAP and (iiB) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31present fairly, 2005 and June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements respects, the combined financial position and the published rules and regulations combined results of operations of the SEC with respect thereto and fairly presentBusiness, as of the respective dates thereof or the periods then ended, in conformity with GAAP (each case except as may be indicated noted therein. (ii) Section 3.5(a)(ii) of the Parent Disclosure Schedule sets forth certain financial data of the Business for the nine-month period ended September 30, 2023 (the “Interim Financial Data”). The Interim Financial Data were extracted from the underlying books and records of Parent, which are prepared in accordance with GAAP, as of September 30, 2023, using the notes thereto)same principles, subjectmethodology, in and practices used to extract the case of interim underlying data that were used to prepare the Business Audited Financial Statements. (iii) The Business Financial Statements and the foregoing representations and warranties are qualified by the fact that (A) the Business has not operated on a standalone basis and has historically been reported within Parent’s consolidated financial statements, (B) the Business Financial Statements assume certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis, and (C) the Interim Financial Data (i) were not subject to an audit or any year-end close process with normal recurring year-end adjustments (such as tax computations, intercompany eliminations), (ii) were calculated on the effect following basis: (A) balances were calculated on a constant currency basis; (B) without reflecting corporate overlay adjustments in respect of which will notleases, individually or in the aggregateasset retirement obligations, be materialIBNR, audit, stock compensation, restructuring accruals and (C) and the absence do not reflect certain adjustments related to different bases of notes, the consolidated financial position of Parent and its Subsidiaries reporting required as a result of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then endedcarve out accounting (such as goodwill). (b) There are no liabilities or obligations of Parent or any Parent Subsidiary the Transferred Entities of any kind whatsoevernature, whether known or unknown, asserted or unasserted, not accrued, contingent, absolute, determined, determinable contingent or otherwise, in each casethat would be required by GAAP to be reflected on a combined balance sheet of the Business, other than: than those that (i) liabilities are adequately reserved against on the Business Audited Financial Statements or obligations disclosed reflected in the determination of Working Capital or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); Net Indebtedness; (ii) liabilities or obligations existing as have been incurred in the ordinary course of June business since September 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; 2023; (iii) liabilities have been discharged or obligations under this Agreement or incurred in connection with the Transactions; paid off; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a partyconstitute Carrier Liabilities; and or (v) other liabilities would not reasonably be expected to have, individually or obligations incurred since June 30in the aggregate, 2005 whicha Business Material Adverse Effect. (c) Parent has established and maintains a system of internal accounting controls sufficient to provide reasonable assurance that, with respect to the Business and the Transferred Entities, transactions are recorded as necessary to permit preparation of the Business Financial Statements in conformity with GAAP, except for any deficiency that, individually or in the aggregate, would not reasonably be expected to be material to the Business and the Transferred Entities, taken as a whole. (d) Parent has, and does not have a Parent Material Adverse Effectany reason to believe that it will not have available at the applicable time, sufficient immediately available funds and the financial ability to satisfy and perform its obligations under this Agreement and the Ancillary Agreements.

Financial Statements; Liabilities. (a) The Attached hereto as Schedule 5.7(a) are the following financial statements of LED Supply (collectively the “Financial Statements”): (i) audited consolidated financial reviewed balance sheet, and statements of Parent included in Parent’s Annual Reports on Form 10-K income and members’ equity, and cash flows of LED Supply as of and for its the fiscal years ended December 31, 2004 2021 and December 31, 2003 (the “Parent 10-Ks”) 2020; and (ii) unaudited consolidated financial balance sheet and statements of Parent included in Parent’s Quarterly Reports on Form 10-Q income and members’ equity, and cash flows of LED Supply (the “Most Recent Financial Statements”) as of and for the fiscal quarters ten-month period ended March October 31, 2005 2022 (the “Most Recent Fiscal Month End”). The Financial Statements are consistent with the books and June 30records of LED Supply, 2005 which books and records are true, correct, and complete in all material respects. The Financial Statements have been prepared in conformity with GAAP (except that the Most Recent Financial Statements do not contain the footnotes required by GAAP) and fairly present in all material respects in conformity with applicable accounting requirements the financial position of LED Supply at the dates of the balance sheets included therein and the published rules and regulations results of their operations for the SEC with respect thereto and fairly present, in conformity with GAAP respective periods indicated therein (except as may be indicated in the notes thereto), subject, in the case of interim financial statementsthe Most Recent Financial Statements, to normal recurring customary year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then endedadjustments). (b) There are Except as set forth on the face of the Most Recent Balance Sheet or on Schedule 5.7(b), LED Supply has no liabilities of Parent Liabilities required to be accrued or any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, reserved against in each case, a balance sheet prepared in accordance with GAAP other than: than (i) normal or recurring liabilities or obligations disclosed or provided for incurred in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including ordinary course of business after the notes thereto, date of the “Parent Most Recent Balance Sheet”); ; (ii) liabilities those arising under Material Agreements (other than the payment of liquidated damages or obligations existing arising as a result of June 30, 2005 a default or breach thereof); and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations arising under this Agreement or incurred the other Transaction Documents. (c) The Financial Statements have been prepared in connection accordance with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30books, 2005 under the agreements, contracts, leasesrecords, and licenses to accounts of LED Supply, all of which they are a party; and (v) other liabilities or obligations incurred since June 30accurately and fairly reflect in all material respects, 2005 whichin reasonable detail, individually or the transactions in and dispositions of the aggregate, would not have a Parent Material Adverse Effectassets of LED Supply.

Financial Statements; Liabilities. (a) The (i) audited consolidated financial statements balance sheet as of Parent included in Parent’s Annual Reports on Form 10-K for its fiscal years ended December 31, 2004 and December 31, 2003 (the “Parent 10-Ks”) and (ii) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2005 and June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended. (b) There are no liabilities of Parent or any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing sheets as of June 30, 2005 and not required to be disclosed or provided the related audited and unaudited consolidated statements of income and of cash flows for the periods then ended (including the notes thereto) attached as Exhibit E-1 hereto (collectively, the "Brookdale Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby without modification of the accounting principles used in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred preparation thereof and present fairly in connection with all material respects the Transactions; (iv) ordinary course obligations consolidated financial condition of Parent Brookdale and its Subsidiaries as of such respective dates and the results of operations and cash flows of Brookdale and its Subsidiaries for such periods. Brookdale, together with its Subsidiaries, does not have any material liabilities or indebtedness (whether or not required under GAAP to be reflected on a balance sheet or the notes thereto) or obligations of any kind other than those (i) specifically reflected on and fully reserved against in the Brookdale Financial Statements, or (ii) incurred in the ordinary course of business consistent with past practice since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and2005. (vb) other The audited consolidated balance sheets as of December 31, 2004 and the unaudited consolidated balance sheets as of June 30, 2005 and the related audited and unaudited consolidated statements of income and of cash flows for the periods then ended (including the notes thereto) attached as Exhibit E-2 hereto (collectively, the "FEBC-ALT Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby without modification of the accounting principles used in the preparation thereof and present fairly in all material respects the consolidated financial condition of FEBC-ALT and its Subsidiaries as of such respective dates and the results of operations and cash flows of FEBC-ALT and its Subsidiaries s for such periods. FEBC-ALT, together with its Subsidiaries, does not have any material liabilities or indebtedness (whether or not required under GAAP to be reflected on a balance sheet or the notes thereto) or obligations of any kind other than those (i) specifically reflected on and fully reserved against in the FEBC-ALT Financial Statements, or (ii) incurred in the ordinary course of business consistent with past practice since June 30, 2005. (c) The unaudited balance sheet as of June 30, 2005 whichand the unaudited statement of operating revenue and expenses for the period from April 6, individually or 2005 through June 30, 2005 attached as Exhibit E-3 hereto (collectively, the "Fortress CCRC Financial Statements" and together with the Brookdale Financial Statements and the FEBC-ALT Financial Statements, the "Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby without modification of the accounting principles used in the aggregatepreparation thereof and present fairly in all material respects the consolidated financial condition of Fortress CCRC and its Subsidiaries as of such respective dates and the results of operations and cash flows of Fortress CCRC and its Subsidiaries for such periods. Fortress CCRC, would together with its Subsidiaries, does not have any material liabilities or indebtedness (whether or not required under GAAP to be reflected on a Parent Material Adverse Effectbalance sheet or the notes thereto) or obligations of any kind other than those (i) specifically reflected on and fully reserved against in the Fortress CCRC Financial Statements, or (ii) incurred in the ordinary course of business consistent with past practice since June 30, 2005.

Financial Statements; Liabilities. (a) The Set forth in Section 3.5(a) of the Seller Disclosure Schedules are the (i) audited consolidated financial unaudited pro forma statement setting forth a calculation of Net Working Capital of the GES Business as of October 31, 2022, (ii) the unaudited statements of Parent included in Parent’s Annual Reports on Form 10-K profits and losses of the GES Business for its fiscal years the twelve (12)-month period ended December 31, 2004 2021, and December 31(iii) the unaudited statements of profits and losses of the GES Business for the nine (9)-month period ended September 30, 2003 2022 (the “Parent 10-KsBusiness Income Statement” and the items referred to in the foregoing clauses (i) through (iii), together with the notes and schedules thereto, collectively, the “Business Financial Statements”). (b) The Business Financial Statements were derived from the applicable books and (ii) unaudited consolidated financial statements records of Parent included Seller and the Seller Entities and prepared in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2005 accordance with GAAP and June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements the financial position of the GES Business as of the respective date thereof and the published rules and regulations results of operations of the SEC with respect thereto and fairly presentGES Business as a separate standalone business (including the costs necessary for the GES Business to operate as a separate standalone business) for the period then ended, in conformity with GAAP (except as may be indicated in the notes thereto), subjecteach case, in the case of interim financial statementsaccordance with GAAP, subject to normal recurring year-end adjustments (the effect of which will notare not expected to be, individually or in the aggregate, be materialmaterial in nature or amount) and the absence of notesnotes thereto; provided that, the consolidated financial position of Parent and its Subsidiaries as Business Financial Statements (absent any adjustment for stand-alone costs set forth in Section 3.5(b) of the dates thereof Seller Disclosure Schedules) are qualified by the fact that the GES Business has not operated as a separate standalone entity and their consolidated therefore such Business Financial Statements do not include all of the costs necessary for the GES Business to operate as a separate standalone entity, nor do they necessarily represent the financial, operating or other results of operations and changes in financial position for the respective periods then endedGES Business had the GES Business been operated as a standalone entity. (bc) With respect to the GES Business, Seller and its Affiliates maintain internal controls over financial reporting that provide reasonable assurance that transactions of the GES Business are recorded as necessary to permit preparation of financial statements in accordance with GAAP. Since January 1, 2020, there has not been any (i) significant deficiency or material weakness in any system of internal accounting control used by the GES Business or (ii) fraud involving management or other employees of the GES Business who have a material role in financial statement preparation or the internal accounting controls used by the GES Business. (d) There are no liabilities Liabilities of Parent or any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, the GES Business other than: than Liabilities that (i) liabilities have been reserved against or obligations disclosed or provided for reflected in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30Business Financial Statements, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June were incurred since September 30, 2005 and not required to be disclosed or provided for 2022 in the Parent Balance Sheet; ordinary course of business (none of which results from or arises out of any breach of or default under any Contract, breach of warranty, tort, infringement or violation of applicable Law), (iii) liabilities or obligations under are Retained Liabilities, (iv) have been incurred pursuant to 44 this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30other Transaction Documents, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and or (v) other liabilities or obligations incurred since June 30, 2005 whichwould not reasonably be expected to be, individually or in the aggregate, would not have material to the GES Business, taken as a Parent Material Adverse Effectwhole.

Financial Statements; Liabilities. (a) The Included in the Form 10-Q for the six months ended June 30, 2002 (i"Form 10-Q") audited are the Company's consolidated financial statements unaudited balance sheet (the "Balance Sheet") as of Parent included June 30, 2002 (the "Balance Sheet Date"), and the consolidated unaudited statement of operations for the six-month period then ended ("Operating Statement"). Included in Parent’s Annual Reports its annual report on Form 10-K for its fiscal years the year ended December 31, 2004 and 2001 ("Annual Report") are the Company's consolidated audited balance sheets as of December 31, 2003 (2001 and the “Parent 10-Ks”) and (ii) unaudited consolidated financial audited statements of Parent included in Parent’s Quarterly Reports on Form 10-Q operations, cash flow and changes of stockholders' equity for the fiscal quarters ended March 31period then ended, 2005 together with the related report of Marcum & Kliegmax XXX, ixxxxxxxxnt certified public accountants (such year-end balance sheet, statement of operations, cash flow and June 30changes of stockholders' equity and report, 2005 fairly present together with the Balance Sheet and Operating Statement, the "Financial Statements"). The Financial Statements (including any notes thereto): (i) are complete and correct in all material respects and are in conformity accordance with applicable accounting requirements the books and the published rules and regulations records of the SEC with respect thereto and Company; (ii) present fairly present, in conformity with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position condition, results of Parent operations and cash flows of the Company and its Subsidiaries as of subsidiaries at the respective dates thereof therein specified and their consolidated the results of operations and changes in financial position of the Company and its subsidiaries for the respective periods then endedtherein specified; and (iii) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior accounting periods (except that the unaudited financial statements are subject to year-end audit adjustments which will not be material in amount and do not contain complete footnotes). (b) There are The Company and its subsidiaries have no liabilities of Parent or any Parent Subsidiary obligations of any kind whatsoevernature, whether known either actual or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable contingent or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and which are not required to be disclosed reflected or provided for in the Parent Balance Sheet;Financial Statements or related notes except liabilities included in the estimated loss from operations set forth in Section 3.9(c) of the Disclosure Schedule. (iiic) liabilities or obligations under this Agreement or incurred in connection with The Company anticipates a loss from operations, during the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June quarter ended September 30, 2005 under 2002, as set forth in Section 3.9(c) of the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse EffectDisclosure Schedule.

Financial Statements; Liabilities. (a) The (i) audited Sellers have heretofore furnished Purchaser with the consolidated financial unaudited balance sheets of the EDP Business as of December 31, 2004, and as of March 31, 2005, together with the related consolidated unaudited statements of Parent included in Parent’s Annual Reports on Form 10-K operations for its fiscal years the year ended December 31, 2004 and December 31, 2003 (the “Parent 10three-Ks”) and (ii) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters month period ended March 31, 2005 2005. Except as set forth in Section 4.3(a) of the Sellers’ Disclosure Letter, such financial statements (i) have been prepared in accordance with the books and June 30records of the EDP Business, 2005 (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) fairly present in all material respects in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position condition and results of Parent and its Subsidiaries the operations of the EDP Business as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then endedso indicated. The unaudited balance sheet of the EDP Business as of March 31, 2005 is referred to herein as the “Balance Sheet” and December 31, 2004 is referred to herein as the “Balance Sheet Date.” (b) There are no Except as set forth in Section 4.3(b) of the Sellers’ Disclosure Letter, as of the date hereof, neither the EDP Companies nor Quintiles Asia (solely with respect to the EDP Asia Business) has any claims, obligations or liabilities of Parent or any Parent Subsidiary of any kind whatsoever, (whether known or unknown, asserted or unasserted, accrued, contingent, unliquidated, absolute, determined, determinable or otherwise), except for (x) claims, obligations or liabilities set forth in each case, other than: (i) liabilities the Balance Sheet or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes any footnotes thereto, the “Parent Balance Sheet”); (iiy) claims, obligations or liabilities or obligations existing as of June 30, 2005 and not required under GAAP to be disclosed or provided for reflected in the Parent Balance Sheet; Sheet and (iiiz) claims, obligations or liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would business that do not have a Parent Material Adverse EffectEffect on the EDP Companies and the EDP Asia Business, taken as a whole.

Financial Statements; Liabilities. (a) The Section 3.05(a) of the Company Disclosure Schedule sets forth (collectively, the “Financial Statements”): (i) the audited consolidated financial balance sheets of the Company, its Subsidiaries and its Excluded Subsidiaries as of January 2, 2018 and January 1, 2019 (such audited balance sheet as of January 1, 2019 is referred to as the “Audited Balance Sheet” and the date thereof the “Audited Balance Sheet Date”) and the related audited statements of Parent included in Parent’s Annual Reports on Form 10-K operations, members’ capital and cash flows for its fiscal years ended December 31, 2004 and December 31, 2003 (the “Parent 10-Ks”) year then ended; and (ii) the unaudited consolidated financial balance sheet of the Company as of July 2, 2019 (the “Interim Balance Sheet” and the date thereof the “Interim Balance Sheet Date”) and the related unaudited statements of Parent included in Parent’s Quarterly Reports on Form 10-Q operations, members’ capital and cash flows for the fiscal quarters six months then ended March 31and the comparable prior year period. The Financial Statements, 2005 including in all cases the notes and June 30schedules thereto, 2005 if any: (1) have been prepared from, and are consistent with, the books and records of the Company, its Subsidiaries and the Excluded Subsidiaries in accordance with Accounting Principles consistently applied during the periods covered thereby; (2) are accurate and complete in all material respects; and (3) fairly present in all material respects in conformity with applicable accounting requirements the financial condition and the published rules results of operations, cash flows and regulations changes in members’ capital of the SEC with respect thereto and fairly presentCompany, in conformity with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) its Subsidiaries and the absence of notes, the consolidated financial position of Parent and its Excluded Subsidiaries as of the respective dates thereof of and their consolidated results of operations and changes in financial position for the respective periods then endedreferred to in the Financial Statements. The books and records of the Company and its Subsidiaries are accurate and complete in all material respects, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company, its Subsidiaries and the Excluded Subsidiaries. No financial statements of any Person other than the Company, its Subsidiaries and the Excluded Subsidiaries are required by Accounting Principles to be included in the Financial Statements of the Company. (b) The Company and its Subsidiaries have no material Liabilities, whether contingent or absolute, direct or indirect, or matured or unmatured, which are not shown or provided for on the Audited Balance Sheet or set forth on Section 3.05(b) of the Company Disclosure Schedule, except those Liabilities incurred in the Ordinary Course of Business since the Audited Balance Sheet Date or as otherwise reflected on the Interim Balance Sheet, and, to the Knowledge of the Company, there is no basis for the assertion of any such Liabilities. (c) The Company and its Subsidiaries maintain accurate books and records reflecting their assets and liabilities and maintain proper and adequate internal accounting controls which provide assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare financial statements and to maintain accountability for the Company’s and its Subsidiaries’ assets; (iii) access to the Company’s and its Subsidiaries’ assets is permitted only in accordance with management’s authorization; (iv) the reporting of the Company’s and its Subsidiaries’ assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. There are no liabilities significant deficiencies, including material weaknesses, in the design or operation of Parent the internal control over financial reporting that could reasonably be expected to adversely affect the ability of the Company or any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30to initiate, 2005 under the agreementsauthorize, contractsrecord, leasesprocess, or report external financial data in accordance with Accounting Principles and licenses which would reasonably be expected to which they are result in a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Company Material Adverse Effect. To the Knowledge of the Company, there is no fraud, suspected fraud or allegation of fraud affecting the Company or any of its Subsidiaries by management of the Company or any of its Subsidiaries, employees who have significant roles in the Company’s or any of its Subsidiary’s internal controls or other employees of the Company or any of its Subsidiaries whose fraud could have a material effect on the Financial Statements.

Financial Statements; Liabilities. (a) The (iExcept as set forth in Section 4.3(a)(i) of the Sellers’ Disclosure Letter, the Company has heretofore furnished Purchaser with the consolidated audited consolidated financial statements balance sheet of Parent included in Parent’s Annual Reports on Form 10-K for the Company and its fiscal years ended Subsidiaries as of December 31, 2004 and 2003, the combined statement for the Tetra Business as of December 31, 2003 (2002, and the “Parent 10-Ks”) consolidated unaudited balance sheet of the Company and (ii) unaudited its Subsidiaries as of December 31, 2004, each together with the related consolidated financial or combined statements of Parent included in Parent’s Quarterly Reports on Form 10-Q operations and cash flow for the fiscal quarters ended March 31, 2005 and June 30, 2005 fairly present years then ended. Except as set forth in all material respects in conformity with applicable accounting requirements and the published rules and regulations Section 4.3(a)(ii) of the SEC Sellers’ Disclosure Letter, such financial statements have been prepared in accordance with respect thereto IAS and IFRS and fairly present, in conformity with GAAP all material respects, the consolidated financial condition and results of the operations of the Company and its Subsidiaries and the consolidated changes in its financial position as of the respective dates thereof and for the periods so indicated. The consolidated unaudited balance sheet of the Company and its Subsidiaries as of December 31, 2004 is referred to herein as the “Balance Sheet” and December 31, 2004 is referred to herein as the “Balance Sheet Date”. (b) Except as set forth in Section 4.3(b) of the Sellers’ Disclosure Letter, neither the Company nor any of its Subsidiaries has any claims, obligations, liabilities or Indebtedness, except as may be indicated for (i) claims, obligations, liabilities or Indebtedness set forth in the notes thereto), subject, Balance Sheet or disclosed in the case footnotes thereto, or (ii) claims, obligations, liabilities or Indebtedness not required under IAS or IFRS to be reflected in the Balance Sheet, that were incurred in the ordinary course of interim financial statements, to normal recurring year-end adjustments (the effect of which will business and do not, individually or in the aggregate, be materialhave a Material Adverse Effect with respect to the Company. (c) and Section 4.3(c) of the absence Sellers’ Disclosure Letter sets forth the Indebtedness of notes, the consolidated financial position of Parent Company and its Subsidiaries as of the dates date hereof including, where applicable, amounts thereof and their consolidated results of operations and changes in financial position for the respective periods then ended. (b) There are no liabilities of Parent or any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for the date indicated in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse Effectsuch disclosure.

Financial Statements; Liabilities. (a) The 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 Company and its consolidated Subsidiaries as of and for the period ending September 30, 2002 (the "Interim Financial Statements" and, together with the Audited Financial Statements, the "Financial Statements"), all of which (i) audited consolidated financial statements of Parent included are complete in Parent’s Annual Reports on Form 10-K for its fiscal years ended December 31all material respects, 2004 and December 31, 2003 (the “Parent 10-Ks”) and (ii) unaudited consolidated financial statements have been prepared in accordance with the books and records of Parent the Company 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 Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31a matter consistent, 2005 and June 30, 2005 fairly present in all material respects in conformity respects, with applicable accounting requirements and the published rules and regulations preparation of the SEC with respect thereto Audited Financial Statements and fairly present(v) present fairly, in conformity with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notesall material respects, the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof stated in such financial statements and their consolidated the results of their operations and changes in financial position for the respective periods then endedstated therein (subject to, in the case of the Interim Financial Statements, with respect to clauses (i) through (v), normal year-end adjustments and the absence of footnotes). Except as set forth in Schedule 2.7(a), such Financial Statements do not reflect any material change in accounting principles during the periods indicated. (b) There are no Except as set forth in Schedule 2.7(b) or disclosed in the Financial Statements (or notes thereto), neither the Company nor any of its Subsidiaries has any material liabilities of Parent or any Parent Subsidiary of any kind whatsoever, obligations (whether known or unknown, asserted or unassertedabsolute, accrued, contingent, absolute, determined, determinable contingent or otherwise) of any nature, except liabilities, obligations or contingencies which (A) are disclosed in each caseor accrued or reserved against in the September 2002 Balance Sheet, other than: (iB) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June were incurred after September 30, 2005 2002 and on or prior to the date hereof in the ordinary course of business and consistent with past practices, or set forth on Schedule 2.7(b) hereof, (including C) have been discharged or paid in full prior to the notes theretodate hereof, the “Parent Balance Sheet”); (iiD) liabilities or obligations existing as are of June 30, 2005 and a nature not required to be disclosed or provided for reflected in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with consolidated financial statements of the Transactions; (iv) ordinary course obligations of Parent Company and its Subsidiaries prepared in accordance with GAAP consistently applied or (E) are incurred since June 30, 2005 under after the agreements, contracts, leases, date hereof and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, that would not have a Parent Material Adverse EffectEffect on the Company and its Subsidiaries, taken as a whole.

Financial Statements; Liabilities. (a) The (i) Sellers have previously delivered or caused to be delivered to WRF copies of the audited consolidated financial balance sheets of each of LEC, LAC and FIM as of December 31 for the fiscal years 1997, 1998 and 1999 and the related audited statements of Parent included income, changes in Parent’s Annual Reports on Form 10-K shareholders' equity and cash flows for its 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, 1999 balance sheets as the "Balance Sheets") and the unaudited balance sheets of ASC as of December 31 for the fiscal years ended December 3131 1997, 2004 1998 and December 31, 2003 (1999 and the “Parent 10-Ks”) and (ii) related unaudited consolidated financial statements of Parent included income, changes in Parent’s Quarterly Reports on Form 10-Q shareholders' equity and cash flows for the fiscal quarters ended March 31years then ended, 2005 and June 30, 2005 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 in conformity with applicable accounting requirements the financial position of each of the respective Legend Companies as of the dates thereof, and the published rules and regulations of the SEC with respect thereto and other Financial Statements fairly present, present in conformity with GAAP all material respects (except as may be indicated in the notes thereto), subject, in the case of interim financial the unaudited statements, to recurring adjustments normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) nature and amount and the absence addition of notes, footnotes) the consolidated financial position of Parent and its Subsidiaries as results of the dates thereof and their consolidated results of operations operations, cash flows and changes in financial position shareholders' equity of each of the respective Legend Companies for the respective fiscal periods then endedtherein set forth; and such balance sheets and statements (including the related notes, where applicable) have been prepared in accordance with GAAP consistently applied throughout the periods involved except as noted therein. (b) There are no liabilities of Parent or any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: Except for (i) liabilities that are fully reflected or obligations disclosed or provided for reserved against in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30Balance Sheets, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as incurred since the date of June 30, 2005 and not required to be disclosed or provided for the Balance Sheets in the Parent Balance Sheet; ordinary course of business or which are not in the aggregate material to the business or operations of the Legend Companies and (iii) liabilities or obligations under the incurrence of which is expressly permitted by this Agreement or incurred authorized by WRF in connection with writing, each of the Transactions;Legend Companies does not have any liabilities, whether absolute, accrued, contingent or otherwise that would be required to be reflected in the Balance Sheets. None of the Legend Companies has any long-term liabilities. (ivc) ordinary course obligations The copies of Parent the Tax Returns of LMG for its fiscal year ended December 31, 1998, as made available for review by the Sellers to KPMG and its Subsidiaries incurred since June 30the request of WRF, 2005 under conformed to the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse EffectTax Returns actually filed.

Financial Statements; Liabilities. (a) The (i) audited consolidated financial statements of Parent the Company included in Parentthe Company’s Annual Reports on Form 10-K for its fiscal years ended December October 31, 2004 and December October 31, 2003 (the “Parent Company 10-Ks”) and (ii) unaudited consolidated financial statements of Parent the Company included in Parentthe Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31January 1, 2005, April 30, 2005 and June 30July 31, 2005 fairly present in all material respects in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity with GAAP United States generally accepted accounting principles, consistently applied (“GAAP”) (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended. (b) There Except as set forth in Section 3.8(b) of the Company Disclosure Schedule, there are no liabilities of Parent the Company or any Parent Company Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parentthe Company’s consolidated balance sheet included in Parentthe Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30July 31, 2005 (including the notes thereto, the “Parent Company Balance Sheet”); (ii) liabilities or obligations existing as of June 30July 31, 2005 and not required to be disclosed or provided for in the Parent Company Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent the Company and its Subsidiaries incurred since June 30July 31, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30July 31, 2005 which, individually or in the aggregate, would not have a Parent Company Material Adverse Effect.

Financial Statements; Liabilities. (a) The Section 3.5 of the Parent Disclosure Schedule sets forth: (i) audited consolidated financial the unaudited statements of Parent included in Parent’s Annual Reports on Form 10-K operations of the Specified Transferred Entities for its fiscal the years ended December 31, 2004 2019 and 2018 and the unaudited balance sheets of the Specified Transferred Entities as of December 31, 2003 2019 and 2018 (the “Parent 10-KsAnnual Transferred Entity Financial Statements”), (ii) the 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 years ended December 31, 2019 and 2018 and the unaudited balance sheets of SMB LLC as of December 31, 2019 and 2018 (the “Annual SMB Financial Statements”) and (iiiv) the unaudited consolidated financial statements interim statement of Parent included in Parent’s Quarterly Reports on Form 10-Q operations of SMB LLC for the fiscal quarters six months ended March 31, 2005 and June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements 2020 and the published rules unaudited balance sheet of SMB LLC as of June 30, 2020 (the “Interim SMB Financial Statements”, and regulations together with the Annual SMB Financial Statements, the “SMB Financial Statements”). The Transferred Entity Financial Statements do not materially misstate the financial position and the results of operations of the SEC Specified Transferred Entities on a combined, carve-out basis as of the respective dates thereof or the periods then ended in accordance with respect thereto GAAP, and fairly presentthe 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 conformity with GAAP (each case except as may be indicated in the notes thereto), subject, in the case of interim financial statements, noted therein and subject to normal and recurring year-end adjustments and the absence of footnote disclosures; provided, that the Transferred Entity Financial Statements and the SMB Financial Statements (collectively, the effect “Business Financial Statements”) and the foregoing representations and warranties 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 Statements were prepared, the Business Financial Statements (x) assume certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arms’-length transactions or that the Transferred Entities would incur on a standalone basis and (y) are not necessarily indicative of which what the results of operations, financial position and cash flows of the Transferred Entities will notbe in the future. (b) To the Knowledge of Parent, there are no liabilities or obligations of the Transferred Entities of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a balance sheet of the Transferred Entities, other than those that (i) are reflected or reserved against on the Business Financial Statements or reflected in the determination of Working Capital or Net Indebtedness; (ii) have been incurred in the ordinary course of business since June 30, 2020; (iii) are incurred in connection with the transactions contemplated hereby or the announcement, negotiation, execution or performance of this Agreement, the Ancillary Agreements, the Local Share Transfer Agreements or the Sale; (iv) have been (or will be prior to the Closing) discharged or paid off; or (v) would not reasonably be expected to have, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended. (b) There are no liabilities of Parent or any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Business Material Adverse Effect. Except as set forth in the Business Financial Statements, none of the Transferred Entities maintain any “off-balance-sheet arrangement” within the meaning of Item 303 of Regulation S-K of the SEC.

Financial Statements; Liabilities. (a) The Section 4.6(a) of the Company Disclosure Schedules contains a true and complete copy of (i) the audited consolidated financial combined balance sheets of the Company Business as of December 31, 2012 and December 31, 2011, and the related audited combined statements of Parent included operations, net parent investment and cash flows for each of the three years in Parent’s Annual Reports on Form 10-K for its fiscal years the period ended December 31, 2004 and December 312012, 2003 together with the notes thereto (collectively, the “Parent 10-KsCompany Audited Financial Statements”) ), and (ii) the unaudited consolidated financial statements combined balance sheets of Parent included in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2005 and Company Business of Apria Healthcare Group Inc. as of June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements 2012, June 30, 2013 and September 30, 2013 and the published rules related unaudited combined statements of operations, net parent investment and regulations cash flows for the six-month periods ended -29- June 30, 2012 and 2013 and the nine-month period ended September 30, 2013 (collectively, the “Company Unaudited Financial Statements”, and, together with the Company Audited Financial Statements, the “Company Financial Statements”). The Company Financial Statements have been prepared from the books of account and other financial records of the SEC Company and the Company Subsidiaries in accordance with GAAP, as at the dates and for the periods presented (except as may be stated therein or in the notes thereto and, with respect thereto to the Company Unaudited Financial Statements, subject to normal year-end adjustments), consistently applied by the Company, and fairly present, in conformity with GAAP (except all material respects, the combined financial condition, results of operations and cash flows of the Company and the Company Subsidiaries as may be indicated in of the respective dates thereof and for the respective periods presented therein, subject to the notes thereto), subjecttherein and, in the case of interim financial statementsthe Company Unaudited Financial Statements, to normal recurring year-end adjustments adjustments. (b) Except as set forth in Section 4.6(b) of the effect Company Disclosure Schedules, neither the Company nor any of which will the Company Subsidiaries has any Liability of a type that would be required to be reported on a balance sheet prepared in accordance with GAAP, except Liabilities (i) disclosed in the Company Financial Statements, (ii) incurred since December 31, 2012 in the ordinary course of the Business consistent with past practice, (iii) expressly contemplated by this Agreement, or (iv) that would not, individually or in the aggregate, reasonably be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then endedexpected to have a Company Material Adverse Effect. (bc) 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 liabilities 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 Parent 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 Parent Subsidiary 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 kind whatsoevermaterial transaction involving, whether known or unknownmaterial liabilities of, asserted the Company or unassertedany Company Subsidiary in the Company’s or such Company Subsidiary’s financial statements. (d) Since December 31, accrued2012, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for the Company and each Company Subsidiary have conducted the Company Business only in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30ordinary course of business consistent with past practice, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities there has not been any event, occurrence, circumstance, development or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 whichcondition that, individually or in the aggregate, has had or would not be reasonably expected to have a Parent 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

Financial Statements; Liabilities. (a) The (i) Holdco has provided to Purchaser true, accurate and complete copies of the audited consolidated financial statements of Parent included in Parent’s Annual Reports on Form 10-K for its fiscal years ended the Company, which are composed of the audited consolidated balance sheet as of December 31, 2004 2017, December 31, 2016 and December 31, 2003 2015 and the related consolidated statements of operation, comprehensive income, changes in stockholder’s equity (deficit) and cash flows for the years the ended, and the related notes thereto (the “Parent 10-KsAnnual Financial Statements”) and (ii) the unaudited consolidated financial statements balance sheet of Parent included in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31Company as of June 30, 2005 2018 (the “Company Balance Sheet”) and June 30, 2005 2017 and the related unaudited statements of operations and cash flows for the three and six month periods then ended (the “Interim Financial Statements”; together with the Annual Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and fairly present in all material respects in conformity with applicable accounting requirements the consolidated financial position, results of operations, cash flows and the published rules and regulations stockholders’ equity of the SEC with respect thereto Company and fairly present, in conformity with GAAP (except its consolidated Company Subsidiaries as may be indicated in at the notes thereto)respective dates thereof and for the respective periods referred to therein, subject, in the case of interim financial statementsInterim Financial Statements, to the absence of footnotes and to normal recurring year-end adjustments (the effect of adjustments, which will notare not expected, individually or in the aggregate, to be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended. (b) There are no liabilities Except as and to the extent specifically set forth, reserved against or reflected on the Company Balance Sheet, none of Parent Holdco, the Company or any Parent Company Subsidiary has any Liabilities of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not a nature required to be disclosed on the face of a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP or provided that would be required to be so disclosed but for the contingency or inestimability thereof, except for (i) Liabilities incurred in the Parent ordinary course of business since the date of the Company Balance Sheet; , (ii) Liabilities that have not had, and would not reasonably be expected to have, a Company Material Adverse Effect and (iii) liabilities Company Transaction Expenses. (c) The Company maintains a system of internal controls over financial reporting and accounting designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes, including to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or obligations under this Agreement specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets that could have a material effect on the Company’s financial statements is permitted only in accordance with management’s general or incurred in connection with the Transactions; specific authorization; and (iv) ordinary course obligations of Parent the recorded accountability for assets is compared with the existing assets at reasonable intervals and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses appropriate action is taken with respect to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse Effectany differences.

Financial Statements; Liabilities. (a) The (i) audited consolidated financial statements of Parent included in Parent’s Annual Reports on Form 10-K for its fiscal years ended December 31, 2004 and December 31, 2003 (the “Parent 10-Ks”) and (ii) unaudited consolidated interim financial statements of Parent the Company and its consolidated Subsidiaries included or incorporated by reference in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2005 and June 30, 2005 fairly present Company SEC Reports: (i) comply in all material respects in conformity with applicable accounting requirements and the published rules and regulations of the SEC SEC; (ii) were prepared in accordance with respect thereto and fairly present, in conformity with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated in the notes theretoto those financial statements); (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and their consolidated results of operations, stockholders equity and cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal recurring year-end adjustments (the effect adjustments, none of which will notare of a material nature); and (iv) since December 28, individually 2002, there has not been any change in any method of accounting or in accounting principle by the aggregate, be material) and the absence Company or any of notes, the consolidated financial position of Parent and its Subsidiaries except as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then endedrequired by GAAP. (b) There are no liabilities of Parent or any Parent Subsidiary obligations of any kind whatsoeverkind, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable inchoate or otherwise, whether due or to become due and whether known or unknown (collectively, "Liabilities"), of the Company or any of its Subsidiaries, that would reasonably be expected, individually or in each casethe aggregate, to have a Company Material Adverse Effect, other than: (i) liabilities or obligations Liabilities disclosed or provided for in Parent’s the consolidated balance sheet included of the Company and its consolidated Subsidiaries as of December 28, 2002 and the footnotes thereto set forth in Parent’s the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2002; (ii) Liabilities disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 27, 2003 and the footnotes thereto set forth in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30September 27, 2005 2003 (including the notes thereto, the “Parent "September 2003 Balance Sheet”"); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet;; and (iii) liabilities or obligations under this Agreement or Liabilities incurred since December 28, 2002 in connection the ordinary course of business consistent with the Transactions;past practices. (ivc) ordinary course obligations Except as set forth in the Company SEC Reports filed prior to the date hereof, there are no related party transactions or off-balance sheet structures or transactions with respect to the Company or any of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses that would be required to which they are a party; and (v) other liabilities be reported or obligations incurred since June 30, 2005 which, individually or set forth in the aggregate, would not have a Parent Material Adverse Effectsuch Company SEC Reports.

Financial Statements; Liabilities. (a) The Section 2.6(a) of the Seller Disclosure Schedule sets forth (i) the audited consolidated financial balance sheets of Seller as of December 31, 2011 and 2012 (the audited balance sheet as of December 31, 2012, the “Audited 2012 Balance Sheet”), (ii) the unaudited balance sheet of Seller as of September 30, 2013 (the “Reference Balance Sheet”), (iii) the audited statements of Parent included in Parent’s Annual Reports on Form 10-K operations and cash flows of Seller for its fiscal the years ended December 31, 2004 2011 and December 312012, 2003 (iv) the unaudited statements of operations and cash flows of Seller for the nine months ended September 30, 2013 (the “Parent 10-Ks”balance sheets and statements of operations and cash flows referred to in clauses (i) and (iii) above, together with any notes thereto, being collectively referred to as the “Annual Financial Statements”; the balance sheets and statements of operations and cash flows referred to in clauses (ii) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q for and (iv) above, together with any notes thereto, being collectively referred to as the fiscal quarters ended March 31, 2005 and June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements “Interim Financial Statements”; and the published rules Annual Financial Statements and regulations the Interim Financial Statements being collectively referred to as the “Financial Statements”). Except as set forth on Section 2.6(a) of the SEC with respect thereto 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 fairly presentrecords of Seller, have been prepared in conformity accordance with GAAP applied on a consistent basis (except as may be indicated set forth in the notes theretothereto or as otherwise noted therein), and present fairly, in all respects, the financial position and the results of operations and cash flows of Seller as of the respective dates thereof or for the periods then ended (subject, in the case of interim financial statementsthe unaudited Financial Statements, to the absence of notes and normal recurring year-end adjustments (adjustments, the effect of which adjustments have not been and will not, individually or in the aggregate, not be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended). (b) There are no liabilities or obligations of Parent Seller required to be recorded or any Parent Subsidiary disclosed under GAAP of any kind whatsoevernature or type, whether known or unknown, asserted or unassertednot absolute, accrued, contingent, absolute, determined, determinable contingent or otherwise, other than as and only to the extent reflected or reserved against in each case, other than:the Financial Statements. (ic) liabilities Seller has no current intention to correct or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leasesrestate, and licenses to which they are a party; and (v) other liabilities the Knowledge of Seller, there is not any basis to correct or obligations incurred since June 30, 2005 which, individually restate any of the Financial Statements. Seller has not had any disagreement with any of its auditors regarding material accounting matters or in policies during the aggregate, would not have a Parent Material Adverse Effectpast full fiscal year or during the current fiscal year-to-date.

Financial Statements; Liabilities. (a) Section 4.5(a) of the Fingen Sellers Disclosure Schedule sets forth true and complete copies of the September 30, 2005 unaudited combined balance sheet and the related unaudited combined statement of income for the Companies (and Jeanswear Services International Trading) for the nine month period then ended (such balance sheet, the "Company Balance Sheet" and, together with such other financial statements, the "Company Financial Statements"). The Company Financial Statements have been prepared (ia) audited consolidated financial statements from the books and records of Parent included in Parent’s Annual Reports on Form 10-K for its fiscal years ended December 31, 2004 the Companies (and December 31, 2003 (the “Parent 10-Ks”Jeanswear Services International Trading) and (iib) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q for conformity with Italian GAAP consistently applied during the fiscal quarters ended March 31periods involved, 2005 and June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements the financial condition and the published rules results of operations and regulations sources and uses of cash of the SEC with respect thereto Companies (and fairly present, in conformity with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be materialJeanswear Services International Trading) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries on a combined basis as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then endedpresented therein, except as otherwise specifically noted therein. No financial statements of any Person other than the Companies (and Jeanswear Services International Trading) are required by Italian GAAP to be included in the Company Financial Statements. (b) There are no liabilities None of Parent the Companies (or Jeanswear Services International Trading) has any Parent Subsidiary Liabilities (whether direct, indirect, accrued or contingent) of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: a nature required by Italian GAAP to be disclosed on a balance sheet except for (i) liabilities Liabilities (including Taxes), commitments or obligations disclosed or provided for incurred in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June ordinary course of business subsequent to September 30, 2005 (including the notes thereto2005, the “Parent Balance Sheet”); (ii) liabilities Liabilities (including Taxes), commitments or obligations existing as incurred in the ordinary course of June business subsequent to September 30, 2005 and not required to be disclosed which are immaterial or provided for in the Parent Balance Sheet; (iii) liabilities Liabilities, commitments or obligations under this Agreement reflected on, accrued or incurred reserved against in, the Company Balance Sheet. None of the Companies (or Jeanswear Services International Trading) has or will have as of the Closing any Liability for earnouts or other contingent payments payable to former owners of Assets, stock or other interests acquired by any Company (or Jeanswear Services International Trading) or otherwise arising out of any previous acquisitions by any Company. (c) The Italian GAAP Financials will be prepared (i) from the books and records of the Companies (and Jeanswear Services International Trading) and (ii) in connection accordance with Italian GAAP consistently applied during the periods involved. (d) Section 4.5(d) of the Fingen Sellers Disclosure Schedule sets forth a true and complete list of each jurisdiction in which a Company has supplied or was otherwise required to supply a Company Statutory Financial Filing since January 1, 2003, together with a true and complete copy of each Company Statutory Financial Filing filed since January 1, 2003. (e) Each Company Statutory Financial Filing was prepared (i) in accordance with the Transactions;books and records of the applicable Company and (ii) in accordance with Applicable GAAP consistently applied during the periods involved, and fairly presented in all material respects the financial condition and the results of operations and cash flow of the applicable Company as of the dates and for the periods presented therein. No financial statements of any Person were required by Applicable GAAP to be included in any Company Statutory Financial Filing, except for such Person(s) included in such Company Statutory Financial Filing. (ivf) ordinary course obligations All Company Statutory Financial Filings have been filed when due in accordance with applicable Law. As of Parent and its Subsidiaries incurred the date hereof, none of the Companies has requested an extension of time within which to file any Company Statutory Financial Filing, other than such requests for which the applicable Company Statutory Financial Filing has since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; andbeen filed. (vg) There is no Action pending against, or with respect to, any Company relating to any Company Statutory Financial Filing, other liabilities or obligations incurred since June 30, 2005 which, individually or than those Actions the outcome of which in the aggregate, aggregate would not reasonably be expected to have a Parent Material Adverse Effect. No Governmental Entity has provided to the Fingen Sellers or any Company any notice of an intention to open an Action relating to Company Statutory Financial Filing matters or any request for information relating to Company Statutory Financial Filing matters. None of the Companies has received any notice from a Governmental Entity in a jurisdiction in which such Company does not supply a Company Statutory Financial Filing that it is or may be required to do so in such jurisdiction.

Financial Statements; Liabilities. (a) The Company has made available to Parent true and complete copies of the (i) the Company’s audited consolidated financial statements of Parent included in Parent’s Annual Reports on Form 10-K balance sheets for its the fiscal years ended December 31, 2004 2020, December 31, 2021 and December 31, 2003 (2022 and the “Parent 10-Ks”) Company’s consolidated statement of operations and statement of cash flows for the years then ended and (ii) the unaudited consolidated balance sheet of the Company as of December 31, 2023 (the “Unaudited Balance Sheet”), unaudited consolidated statement of operations and unaudited statement of cash flows for the twelve months ended on the date of the Unaudited Balance Sheet (the “Unaudited Balance Sheet Date”) (all of the foregoing financial statements of Parent included the Company and any notes thereto are hereinafter collectively referred to as the “Company Financial Statements”). The Company Financial Statements (i) were prepared in Parent’s Quarterly Reports accordance with IFRS (and, in the case of the Unaudited Balance Sheet, GAAP) applied on Form 10-Q for a consistent basis throughout the fiscal quarters ended March 31, 2005 periods covered thereby and June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements the financial condition of the Company and its Subsidiaries, taken as a whole, on a consolidated basis, at the dates therein indicated and the published rules and regulations results of operations of the SEC Company and its Subsidiaries, taken as a whole, on a consolidated basis, for the periods therein specified in accordance with respect thereto and fairly presentIFRS (and, in conformity with GAAP the case of the Unaudited Balance Sheet, GAAP), except (except A) as may be indicated in the notes thereto)footnotes to the Company Financial Statements and (B) that the unaudited financial statements do not contain footnotes and are subject to normal year-end adjustments and (ii) are consistent with, subjectand were prepared from, the books and records of the Company, which books and records are complete in all material respects. (b) Neither the Company nor its Subsidiaries has any liabilities of any nature, other than liabilities: (i) set forth in the Company Financial Statements as of the Unaudited Balance Sheet Date, (ii) those incurred pursuant to performance of this Agreement or the Ancillary Agreements, (iii) incurred in the Ordinary Course of Business after the Unaudited Balance Sheet Date, (iv) incurred in connection with the performance of executory Contracts to which the Company or any of its Subsidiary is a party, or (v) that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (c) There are no “off-balance sheet arrangements” (within the meaning of Item 303 of Regulation S-K promulgated by the SEC) with respect to the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any hedging, derivatives or similar Contracts. (d) The Company has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company and its Subsidiaries are being executed and made in accordance with appropriate authorizations of management and the Company Board, as applicable, (ii) that transactions are recorded as necessary to permit preparation of the Company Financial Statements in conformity with IFRS (and, in the case of interim financial statementsthe Unaudited Balance Sheet, to normal recurring year-end adjustments GAAP), (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the effect assets of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent Company and its Subsidiaries as and (iv) that the assets of the dates thereof Company and their consolidated results its Subsidiaries have been recorded in conformity with IFRS (and, in the case of operations the Unaudited Balance Sheet, GAAP). The Company has not, and, to the Knowledge of the Company, the Company’s independent auditors, the Company’s management and changes in financial position for other Company Service Providers have not, identified, or been made aware of any fraud with regards to the respective periods then ended. (b) There are no liabilities preparation of Parent the Company Financial Statements or the internal accounting controls utilized by the Company, or any Parent Subsidiary claim or allegation regarding any of the foregoing, in the preparation thereof. In the past three years, none of the Company or its Subsidiaries nor, to the Knowledge of the Company, any Representative of the Company or its Subsidiaries has received or otherwise had or obtained knowledge of any kind whatsoevermaterial written or oral complaint, whether known allegation, assertion or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwiseclaim, in each case, other than:regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls or any material inaccuracy in the Company Financial Statements. (ie) liabilities or obligations disclosed or provided Part 2.4(e) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all Debt, including, for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for each item of Debt, the fiscal quarter ended June 30, 2005 (including agreement governing the notes Debt and the interest rate and maturity date applicable to such Debt and any waivers and amendments thereto, and any written notices of default or written communications asserting (or threatening to assert) that the “Parent Balance Sheet”); (ii) liabilities Company or obligations existing as any of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet; (iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions; (iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or is in the aggregate, would not have a Parent Material Adverse Effectdefault.

Financial Statements; Liabilities. (a) The (i) UPC has delivered to Canal+ copies of the audited consolidated financial statements of Parent included in Parent’s Annual Reports on Form 10-K for its fiscal years ended December 31, 2004 Wizja TV Sp. z.oo and December 31, 2003 (the “Parent 10-Ks”) and (ii) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q UPC Broadcast Centre Limited as at and for the fiscal quarters year ended March December 31, 2005 2000, in each case, together with the related schedules and June 30notes, 2005 fairly present in all and shall deliver to Canal+ audited financial statements of UPC Broadcast Centre Limited that shall not contain any material respects changes from the unaudited financial statements so delivered as soon as possible after the date hereof but no later than the Closing Date (the audited consolidated financial statements of Wizja TV Sp. z.oo and the unaudited and audited consolidated financial statements of UPC Broadcast Centre Limited are collectively referred to herein as the "Wizja TV Sp. z.oo and UPC Broadcast Centre Limited Financial Statements"). (b) The Wizja TV Sp. z.oo and UPC Broadcast Centre Limited Financial Statements have been prepared in conformity with applicable the relevant generally accepted accounting requirements principles consistently applied throughout the periods involved and the published rules present a true and regulations fair view of the SEC with respect thereto and fairly present, in conformity with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent condition, assets and its Subsidiaries as liabilities of the dates company or companies to which such Financial Statements relate at the date thereof and their the consolidated results of its or their operations and changes in financial position condition for the respective periods period then ended. (bc) There are no liabilities of Parent or any Parent Subsidiary of any kind whatsoeverExcept as listed in Schedule 8.5(c), whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”); (ii) liabilities or obligations existing as of June 30December 31, 2005 and 2000, none of the Contributed Companies had any Liabilities which were individually or in the aggregate material to the financial condition of the Contributed Companies, taken as a whole, that were not required to be reflected or reserved against in the audited Wizja TV Sp. z.oo financial statements or the unaudited UPC Broadcast Centre Limited Financial Statements or specifically disclosed or provided for in the Parent Balance Sheet;notes thereto to the extent that such Liabilities were required by the relevant generally accepted accounting principles to be reflected in such Financial Statements. (iiid) liabilities Except as listed on Schedule 8.5(d), since January 1, 2001, none of UPC Polska or obligations under any of its Subsidiaries involved in the DTH Business has taken any of the actions described in Article 4.5 of this Agreement or incurred other than actions referred to in connection with the Transactions;Article 4.5(b)(iv) and (v), which need not be listed. (ive) ordinary course obligations On the Closing Date, the total outstanding debt of Parent the Contributed Companies (including any interest accrued at such date) shall consist only of the UPC Shareholder Loan plus trade payables to trade creditors. (f) Except as listed on Schedule 8.5(f), the Contributed Companies have: (i) good and its Subsidiaries incurred since June 30marketable title to and ownership of all of their properties and assets and valid leasehold interests in their leased properties and assets, 2005 under in each case subject to no mortgage, pledge, lien, encumbrance or charge, other than possible minor liens or encumbrances which, when considered individually or together, do not materially detract from the agreements, contracts, leases, and licenses value of the property or asset to which they are relate or materially impair the operations of a party; and (v) other liabilities or obligations incurred since June 30, 2005 which, individually or Contributed Company and which have not arisen otherwise than in the aggregateordinary course of business; and (ii) the right to use all other property or assets currently used in the business of the Contributed Companies as now conducted, would not have a Parent Material Adverse Effectwithout any conflict with or infringement of the rights of others.