Common use of Financial Statements; Liabilities Clause in Contracts

Financial Statements; Liabilities. Attached hereto as Schedule 2.05 are the audited balance sheets and the related statements of income, stockholders’ equity and cash flows (including the related notes and schedules thereto and reports of independent auditors) of the Company as of and for the period ended December 31, 2002 and December 31, 2001, and unaudited balance sheet and the related statement of income, stockholders’ equity and cash flows as of and for the six month period ended June 30, 2003 (collectively, the “Financial Statements”). The Financial Statements of the Company present fairly the financial position of the Company as at the dates thereof and its results of operations for the periods covered thereby and have been prepared in all material respects in accordance with generally accepted accounting principles (“GAAP”) consistently applied. Except as expressly set forth in the Financial Statements or Schedule 2.05, (i) the Company has no liabilities, commitments or obligations, of any nature, whether absolute, accrued, contingent or otherwise and whether or not of a type required to be set forth on a balance sheet prepared in accordance with GAAP other than (a) liabilities incurred in the ordinary course of business (it being understood the business of the Company is manufacturing, selling, developing or distributing spine or spine-related medical products or accessories and the NTR Dental Device and related accessories) (“Ordinary Course of Business”) subsequent to June 30, 2003 and (b) obligations under contracts and commitments incurred in the Ordinary Course of Business and not required under GAAP to be reflected in the Financial Statements; (ii) since December 31, 2002, there has been no material adverse change in the assets, business, liabilities, properties, condition (financial or otherwise) or results of operations of the Company; (iii) since December 31, 2002, neither the business, condition or operations of the Company nor any of its properties or assets has been materially or adversely affected as a result of any legislative or regulatory change, any revocation or change in any franchise, license or right to do business, or any other event or occurrence, whether or not insured against; and (iv) since December 31, 2002, the Company has not entered into any transaction outside of the Ordinary Course of Business or, except as set forth in Schedule 2.05, made any distribution on its capital stock or other ownership interest. As of the date hereof, the Company has cash in an amount equal to no less than seven hundred seventy five thousand dollars ($775,000).

Financial Statements; Liabilities. (a) Attached hereto as Schedule 2.05 4.7(a) are the audited following financial statements of the Company Entities (collectively the “Financial Statements”): (i) unaudited consolidated balance sheet, and consolidated statements of income and members’ equity, and cash flows of the Company Entities as of and for the fiscal year ended December 31, 2016 and the reviewed balance sheets and the related statements of income, stockholdersincome and members’ equity and cash flows (including the related notes of NH Rapid Machining, LLC and schedules thereto and reports of independent auditors) of the Company Rapid Sheet Metal, LLC as of and for the period fiscal years ended December 31, 2002 2015 and December 31, 2001, 2014; and (ii) unaudited balance sheet and the related statement statements of incomeincome and members’ equity, stockholders’ equity and cash flows of the Company Entities (the “Most Recent Financial Statements”) as of and for the six nine-month period ended June September 30, 2003 2017 (collectively, the “Financial StatementsMost Recent Fiscal Month End”). The Financial Statements of the Company present fairly fairly, in all material respects, the financial position of the applicable Company Entities as at of the dates thereof thereof, and its the results of operations operation of the applicable Company Entities for the periods covered thereby indicated. The Financial Statements are consistent with the books and records of the applicable Company Entities, 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 accordance with generally accepted accounting principles the financial position of the applicable Company Entities at the dates of the balance sheets included therein and the results of their operations for the respective periods indicated therein (“GAAP”) consistently applied. Except as expressly set forth subject, in the Financial Statements or Schedule 2.05, (i) the Company has no liabilities, commitments or obligations, of any nature, whether absolute, accrued, contingent or otherwise and whether or not of a type required to be set forth on a balance sheet prepared in accordance with GAAP other than (a) liabilities incurred in the ordinary course of business (it being understood the business case of the Company is manufacturing, selling, developing or distributing spine or spine-related medical products or accessories and the NTR Dental Device and related accessories) (“Ordinary Course of Business”) subsequent to June 30, 2003 and (b) obligations under contracts and commitments incurred in the Ordinary Course of Business and not required under GAAP to be reflected in the Most Recent Financial Statements; (ii) since December 31, 2002, there has been no material adverse change in the assets, business, liabilities, properties, condition (financial or otherwise) or results of operations of the Company; (iii) since December 31, 2002, neither the business, condition or operations of the Company nor any of its properties or assets has been materially or adversely affected as a result of any legislative or regulatory change, any revocation or change in any franchise, license or right to do business, or any other event or occurrence, whether or not insured against; and (iv) since December 31, 2002, the Company has not entered into any transaction outside of the Ordinary Course of Business or, except as set forth in Schedule 2.05, made any distribution on its capital stock or other ownership interest. As of the date hereof, the Company has cash in an amount equal to no less than seven hundred seventy five thousand dollars ($775,000customary year-end adjustments).

Financial Statements; Liabilities. (a) Attached hereto as Exhibit 3.25 to the Disclosure Schedule 2.05 are the audited Company’s unaudited financial statements (balance sheets and the related sheet, statements of incomeoperations, stockholders’ stockholders equity and cash flows flows, without footnotes) as of, and for, the 12 months and six months ended, (including the related notes and schedules thereto and reports of independent auditorsi) of the Company as of and for the period ended December 31, 2002 2008 and December 31, 2001, and unaudited balance sheet and the related statement of income, stockholders’ equity and cash flows as of and for the six month period ended (ii) June 30, 2003 2009, respectively (collectively, the ““ Financial Statements”). The Financial Statements (i) have been prepared in good faith using reasonable estimates and assumptions that provide a reasonable basis for presenting the historical basis of assets and liabilities of the Company, (ii) give appropriate effect to such assumptions, and (iii) present fairly in all material respects the financial condition and results of operations and cash flows of the Company as of such dates and for such periods on the basis of such assumptions. The Financial Statements have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods indicated and with each other, present fairly the financial position condition and results of operations of the Company as at for each such period, are correct and complete, and are consistent with the dates thereof books and its results records of operations for the periods covered thereby Company, which books and have been prepared records are correct and complete; provided, however, that the unaudited quarterly financial statements are subject to normal year-end adjustments, which will not be material individually or in all material respects in accordance with generally accepted accounting principles (“GAAP”) consistently appliedthe aggregate. Except as expressly set forth in the Financial Statements or Schedule 2.05Statements, (i) the Company has no liabilities, commitments Liabilities or other obligations, of any nature, whether absolute, accrued, contingent or otherwise and whether or not of a type required to be set forth on a balance sheet prepared in accordance with GAAP otherwise, other than (ai) liabilities Liabilities incurred either in the ordinary course of business consistent with past practice subsequent to June 30, 2009 (none of which Liabilities results from, arises out of, relates to, is in the nature of or was caused by any breach of contract, accelerated payment, breach of warranty, tort infringement or violation of any applicable Law) or in connection with the negotiation of this Agreement, and (ii) obligations under Contracts incurred in the ordinary course of business consistent with past practice, all of which Liabilities and obligations referred to in the foregoing clauses (it being understood the business of the Company is manufacturing, selling, developing or distributing spine or spine-related medical products or accessories and the NTR Dental Device and related accessoriesi) (“Ordinary Course of Business”) subsequent to June 30, 2003 and (b) obligations under contracts and commitments incurred ii), individually or in the Ordinary Course of Business and aggregate, are not required under GAAP material to be reflected in the Financial Statements; (ii) since December 31, 2002, there has been no material adverse change in the assets, business, liabilitiesoperations, propertiesAssets, condition (financial or otherwise) or ), results of operations or prospects of the Company; (iii) since December 31, 2002, neither the business, condition or operations of the Company nor any of its properties or assets has been materially or adversely affected as a result of any legislative or regulatory change, any revocation or change in any franchise, license or right to do business, or any other event or occurrence, whether or not insured against; and (iv) since December 31, 2002, the Company has not entered into any transaction outside of the Ordinary Course of Business or, except as set forth in Schedule 2.05, made any distribution on its capital stock or other ownership interest. As of the date hereof, the Company has cash in an amount equal to no less than seven hundred seventy five thousand dollars ($775,000).

Financial Statements; Liabilities. Attached hereto as Schedule 2.05 are the audited (a) The consolidated balance sheets and the related consolidated statements of income, stockholders’ ' equity and cash flows (including flows, and the related notes and schedules thereto and reports of independent auditors) of the Company as of and for the period years ended December 31, 2002 1997, 1996 and December 311995 (the "Company Audited Financial Statements") have been audited by Xxxxxx X. Xxxxxx, 2001CPA, independent accountants, in accordance with generally accepted auditing standards. The consolidated balance sheets and unaudited balance sheet and the related statement consolidated statements of income, stockholders’ ' equity and cash flows flows, and the related notes of the Company as of and for the six eight month period ended June 30August 31, 2003 1998 (collectively, the “"Company Interim Financial Statements”)") have been prepared by the Company in accordance with past practices. The Company Audited Financial Statements of and 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 position of the Company as at such dates and the dates thereof and its results of operations and cash flows for the periods covered thereby and have been prepared then ended, except in the case of the Company Interim Financial Statements, as permitted by United States generally accepting accounting principles. The Company Interim Financial Statements reflect all material respects in accordance with generally accepted accounting principles adjustments (“GAAP”consisting only of normal, recurring adjustments) consistently appliedthat are necessary for a fair statement of the results for the interim periods presented therein. Except as expressly set forth in on Schedule 5.7 hereto, neither the Financial Statements or Schedule 2.05Company, nor any of its assets, are subject to any Undisclosed Liabilities, except (i) as and to the Company has no liabilities, commitments or obligations, of any nature, whether absolute, accrued, contingent or otherwise and whether or not of a type required to be set forth extent reflected on a the Company's unaudited balance sheet prepared in accordance with GAAP other than as of August 31, 1998, or (aii) liabilities as may have been incurred or may have arisen since August 31, 1998 in the ordinary course of business business, or (it being understood iii) that, individually or in the aggregate, have not had and are not reasonably likely to have a material adverse effect on the financial condition, results of operations or business of the Company is manufacturing, selling, developing or distributing spine or spine-related medical products or accessories and the NTR Dental Device and related accessories) (“Ordinary Course of Business”) subsequent to June 30, 2003 and (b) obligations under contracts and commitments incurred in the Ordinary Course of Business and not required under GAAP to be reflected in the Financial Statements; (ii) since December 31, 2002, there has been no material adverse change in the assets, business, liabilities, properties, condition (financial or otherwise) or results of operations of the Company; (iii) since December 31, 2002, neither the business, condition or operations of the a "Company nor any of its properties or assets has been materially or adversely affected as a result of any legislative or regulatory change, any revocation or change in any franchise, license or right to do business, or any other event or occurrence, whether or not insured against; and (iv) since December 31, 2002, the Company has not entered into any transaction outside of the Ordinary Course of Business or, except as set forth in Schedule 2.05, made any distribution on its capital stock or other ownership interest. As of the date hereof, the Company has cash in an amount equal to no less than seven hundred seventy five thousand dollars ($775,000Material Adverse Effect").