Common use of Financial Statements; No Undisclosed Liabilities; Absence of Changes Clause in Contracts

Financial Statements; No Undisclosed Liabilities; Absence of Changes. (a) Each Parent has provided to each other Parent (or has otherwise given each other Parent access to) consolidated unaudited financial statements of such Contributed Subsidiaries, including their consolidated balance sheets as of November 25, 2012 (in the case of Oracle) or as of November 30, 2012 (in the case of Watson and Xxxx) and the consolidated statements of income for the 6-month period then ended (the “Interim Financial Statements”). (b) Each Parent has provided to each other Parent (or has otherwise given each other Parent access to) consolidated unaudited financial statements of such Contributed Subsidiaries, including the combined balance sheets and the combined statements of income as of and for each of the three completed fiscal years ending in May 2010, May 2011 and May 2012 (the “Annual Financial Statements,” and together with the Interim Financial Statements, the “Financial Statements”). (c) Such Financial Statements were derived from the books and records of such Parent’s Group, have been prepared in accordance with GAAP and present fairly in all material respects the financial position and results of operations of the Business of the Contributed Subsidiaries as at the dates and for the periods presented (subject to normal and recurring adjustments, which are not material, individually or in the aggregate). (d) Since the end of the fiscal year ending in May 2012, except as and to the extent set forth in such Financial Statements, there have been no Liabilities incurred by the Business of such Contributed Subsidiaries that would be required to be reflected on a balance sheet or in the notes thereto prepared in accordance with GAAP, except for (i) Liabilities incurred since the end of the most recently completed fiscal year of such Parent in the Ordinary Course of Business, (ii) Liabilities that would not reasonably be expected to be, individually or in the aggregate, materially adverse to such Contributed Subsidiary’s Business, or (iii) employee related Liabilities addressed in the Employee Matters Agreement. (e) Except as required or expressly permitted by this Agreement, since the end of the fiscal year ending in May 2012, no event, occurrence or condition has occurred which has been or would reasonably be expected to be, individually or in the aggregate, materially adverse to the Business of such Contributed Subsidiaries.

Financial Statements; No Undisclosed Liabilities; Absence of Changes. (a) Each Parent has provided to each other Parent (or has otherwise given each other Parent access to) Copies of the Company’s unaudited consolidated unaudited financial statements of such Contributed Subsidiaries, including their consolidated balance sheets as of November 25, 2012 (in the case of Oracle) or as of November 30, 2012 (in the case of Watson and Xxxx) and the consolidated statements of income for the 6-month period then ended (the “Interim Financial Statements”). (b) Each Parent has provided to each other Parent (or has otherwise given each other Parent access to) consolidated unaudited financial statements of such Contributed Subsidiaries, including the combined balance sheets and the combined statements of income as of and for each of the three completed fiscal years ending December 31, 2019 and December 31, 2020 (including, in May 2010each case, May 2011 balance sheets, profit and May 2012 loss statements and statements of cash flows) (the “Annual Financial Statements,” and together with the Interim Financial Statementscollectively, the “Financial Statements”). (c) Such are included as Schedule 2.5(a) of the Company Disclosure Letter. The Financial Statements were (i) are derived from the books and records of the Acquired Companies, (ii) complied as to form in all material respects with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present in all material respects the consolidated financial condition of the Acquired Companies at the dates therein indicated and the consolidated results of operations and cash flows of the Acquired Companies for the periods therein specified (subject to the Accounts Adjustments), and (iv) were prepared in accordance with IFRS as endorsed by IASB, except for the absence of footnotes, applied on a consistent basis throughout the periods involved. (b) The Acquired Companies have no Liabilities of a nature that are required by IFRS to be reflected on a consolidated balance sheet of the Acquired Companies, other than (i) those set forth or adequately provided for in the balance sheet included in the Financial Statements as of December 31, 2020 (the “Company Balance Sheet”), (ii) those incurred in the conduct of the Acquired Companies’ Business since December 31, 2020 (the “Company Balance Sheet Date”) in the ordinary course consistent with past practice that do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law, (iii) Transaction Expenses, (iv) those incurred as expressly contemplated by this Agreement, (v) those that have been discharged or paid off since the Company Balance Sheet Date or will be released, discharged and paid off in full prior to the Closing without Liability to any of the parties hereto or their Affiliates or (vi) those that are not material to the Acquired Companies, taken as a whole. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with IFRS consistently applied in all material respects, subject to the Accounts Adjustments. (c) None of the Acquired Companies has identified or been made aware of any fraud, whether or not material, that involves the Shareholders or any current or former employee, consultant, director or officer of the Acquired Companies (in their capacities as such). None of the Acquired Companies has received in writing any complaint, allegation, assertion or claim regarding materially deficient accounting or auditing practices, procedures, methodologies or methods of the Acquired Companies or their respective internal accounting controls or any material inaccuracy in the Financial Statements, except for those deficiencies that have been identified in connection with audits and have been resolved. There has been no change in the accounting policies of the Acquired Companies since the Lookback Date. The Acquired Companies maintain a system of internal accounting controls reasonably designed to provide that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the obligations of the Acquired Companies are satisfied in a timely manner and as required under the terms of each Contract to which an Acquired Company is a party or by which an Acquired Company is bound. No Acquired Company has any significant deficiency or material weakness in the design or operation of its internal controls over financial reporting. There are no significant deficiencies or material weaknesses in the design or operation of the Acquired Companies’ internal controls that would reasonably be expected to materially and adversely affect the Acquired Companies’ ability to record, process, summarize and report financial data. (d) Schedule 2.5(d) of the Company Disclosure Letter sets forth a correct and complete list of (i) the names and locations of all banks, trust companies, securities brokers, online money transmitters, and other financial institutions at which the Acquired Companies have an account or safe deposit box or maintains a banking, custodial, trading or other similar relationship and (ii) each such Parent’s Groupaccount, box and relationship, indicating in each case the names of the Persons having signatory power with respect thereto. (e) The accounts receivable reflected on the Company Balance Sheet arose in the ordinary course of business consistent with past practice and represented bona fide claims for sales and other charges. Allowances for doubtful accounts have been prepared in accordance with GAAP and present fairly in all material respects the financial position and results of operations IFRS. The accounts receivable of the Business Acquired Companies arising after the Company Balance Sheet Date arose in the ordinary course of business consistent with past practice and represent bona fide claims for sales and other charges. None of the Contributed Subsidiaries as at accounts receivable of the dates and for the periods presented (Acquired Companies are subject to normal any written claim of offset, recoupment, setoff or counter-claim. Other than as set forth in Schedule 2.5(e) of the Company Disclosure Letter, no Person has any Encumbrance, other than a Permitted Encumbrance, on any of such accounts receivable and recurring adjustments, which are not material, individually no agreement for deduction or in the aggregate)discount has been made with respect to any of such accounts receivable. (df) Schedule 2.5(f) of the Company Disclosure Letter sets forth a correct and complete list, as of the Original Agreement Date, of all Company Debt for borrowed money, including, for each such item of Company Debt, the agreement governing the Company Debt and the interest rate and maturity date applicable to such Company Debt and any waivers and amendments, and any notices of default or written communications asserting (or threatening to assert) that an Acquired Company is in default. All obligations of any Acquired Company under leases required to be capitalized in accordance with IFRS are accurately denoted as such on Schedule 2.5(f) of the Company Disclosure Letter. No Acquired Company has applied for, received, or been granted any loan deferral, loan forgiveness, loan relief, or participated in any other similar loan programs, whether offered by a creditor or pursuant to Applicable Law. (g) Since the end of the fiscal year ending in May 2012, except as and to the extent set forth in such Financial Statements, there have been no Liabilities incurred by Company Balance Sheet Date: (i) each Acquired Company has conducted the Business of such Contributed Subsidiaries that would be required to be reflected on a balance sheet or in the notes thereto prepared in accordance ordinary course of business consistent with GAAPpast practice, except for (ichanges listed in Schedule 2.5(g) Liabilities incurred since the end of the most recently completed fiscal year Company Disclosure Letter or as a result of such Parent or in connection with the Ordinary Course of Businessnovel coronavirus disease 2019 (“COVID-19”) pandemic, (ii) Liabilities that would there has not reasonably be expected occurred a Material Adverse Effect with respect to bethe Acquired Companies, individually or in the aggregate, materially adverse to such Contributed Subsidiary’s Business, or (iii) employee related Liabilities addressed in no Acquired Company has done, caused or permitted any action that would constitute a breach of Section 5.2 if such action were taken by an Acquired Company, without the Employee Matters Agreement. (e) Except as required or expressly permitted by this Agreementwritten consent of Acquirer, since between the end Original Agreement Date and the earlier of the fiscal year ending in May 2012termination of this Agreement and the Closing, and (iv) no eventAcquired Company has suffered any material damage, occurrence destruction or condition has occurred which has been casualty loss of any material property or would reasonably be expected to beasset, individually or in the aggregate, materially adverse to the Business of such Contributed Subsidiariesexcept for ordinary course wear and tear.

Financial Statements; No Undisclosed Liabilities; Absence of Changes. (a) Each The Company has delivered to Parent has provided to each other Parent (or has otherwise given each other Parent access to) its audited, consolidated unaudited financial statements of such Contributed Subsidiaries, including their consolidated balance sheets as of November 25, 2012 (in the case of Oracle) or as of November 30, 2012 (in the case of Watson and Xxxx) and the consolidated statements of income for the 6-month period then ended fiscal years 2017 and 2018, respectively and its unaudited, consolidated financial statements for the fiscal year 2019 (the “Interim Financial StatementsLocked-Box Accounts”). ) and for the three (b3) Each Parent has provided to month period ended June 30, 2020 (including, in each other Parent (or has otherwise given each other Parent access to) consolidated unaudited financial case, balance sheets, statements of such Contributed Subsidiaries, including the combined balance sheets profits or loss and the combined statements of income as of and for each of the three completed fiscal years ending in May 2010, May 2011 and May 2012 cash flows) (the “Annual Financial Statements,” and together with the Interim Financial Statementscollectively, the “Financial Statements”)., which are included as Schedule 2.4(a) of the Seller Disclosure Letter (and subject to the qualifications set forth therein). The Financial Statements (ci) Such Financial Statements were are, in all material respects, derived from and in accordance with the books and records of such Parent’s Groupthe Company and its Subsidiaries, have been (ii) were prepared and, where relevant, audited, and complied as to form, in accordance with Applicable Law and applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly present, in all material respects, the consolidated financial condition of the Company and its Subsidiaries at the dates therein indicated and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate will be material in amount, and changes with respect to presentation and content to reflect requirements of the Sellers) and (iv) were prepared in accordance with GAAP and present fairly in all material respects the financial position and results of operations of the Business of the Contributed Subsidiaries as at the dates and IFRS, except for the periods presented (subject to normal and recurring adjustments, which are not material, individually or absence of footnotes in the aggregate). (d) Since the end of the fiscal year ending in May 2012, except as unaudited Financial Statements and to the extent set forth in such the Financial Statements, there have been no applied on a consistent basis throughout the periods involved. (b) Neither the Company nor any of its Subsidiaries has any material Liabilities incurred by the Business of such Contributed Subsidiaries that would be any nature required to be reflected on a balance sheet or disclosed by IFRS in the notes thereto prepared in accordance with GAAP, except for Financial Statements other than (i) Liabilities incurred since the end of the most recently completed fiscal year of such Parent those set forth or adequately provided for in the Ordinary Course balance sheet included in the Financial Statements as of BusinessMarch 31, 2020 (such date, the “Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”), (ii) Liabilities that would not reasonably be expected to be, individually or those incurred in the aggregateconduct of the Company’s and its Subsidiaries’ business since the Company Balance Sheet Date in the Ordinary Course, materially adverse to such Contributed Subsidiary’s Business, or and (iii) employee related those incurred by the Company and its Subsidiaries in connection with the preparation, negotiation and execution of this Agreement. Except for Liabilities addressed reflected in the Employee Matters AgreementFinancial Statements, neither the Company nor any of its Subsidiaries has any off-balance sheet Liability of any nature to, or any financial interest in, any Third Parties or entities, the sole purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company and its Subsidiaries. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in conformity in all material respects with IFRS consistently applied. Without limiting the generality of the foregoing, neither the Company nor any of its Subsidiaries currently guarantees any material debt or other obligation of any other Person. (c) Schedule 2.4(c) of the Seller Disclosure Letter sets forth a true, correct and complete list of all material Company Debt as of the Company Balance Sheet Date, including, for each item of such Company Debt, the agreement governing such Company Debt and the interest rate, maturity date, any assets securing such Company Debt. (d) Schedule 2.4(d) of the Seller Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company and its Subsidiaries maintain an account (whether checking, savings or otherwise), lock box or safe deposit box, and the account numbers thereof. (e) Except Each of the Company and its Subsidiaries 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/or the Board, (ii) that transactions are recorded as required reasonably necessary (A) to permit preparation of financial statements in conformity with IFRS and (B) to maintain accountability for material assets, (iii) regarding the prevention or expressly permitted timely detection of unauthorized acquisition, use or disposition of the material assets of the Company and its Subsidiaries and (iv) that the amount recorded for assets on the books and records of the Company and its Subsidiaries is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Company, its Subsidiaries’ and, to the Knowledge of the Company, any current employee or director of the Company or any of its Subsidiaries, has identified or been made aware of any fraud, whether or not material, that involves the Company’s or any of its Subsidiaries’ management or other current employees or directors of the Company or any of its Subsidiaries who have a role in the preparation of financial statements or the internal accounting controls utilized by this Agreementthe Company and its Subsidiaries, or any claim or allegation regarding any of the foregoing during any period covered by the Financial Statements. None of the Company nor any of its Subsidiaries and, to the Knowledge of the Company, any Representative of the Company or its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or material auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries, in each case, its internal accounting controls or any material inaccuracy in the Company’s or any of its Subsidiaries’ financial statements. At the Company Balance Sheet Date, there were no material contingencies made for any actual or contingent liabilities of the Company or any of its Subsidiaries, except for liabilities incurred in the Ordinary Course and the contingent liabilities disclosed in the Financial Statements. There has been no change in the Company’s or any of its Subsidiaries’ accounting policies since the end of the fiscal year ending in May 2012Prior Transaction Date, no event, occurrence or condition has occurred which has been or would reasonably be expected to be, individually or except as described in the aggregate, materially adverse to the Business of such Contributed SubsidiariesFinancial Statements.

Financial Statements; No Undisclosed Liabilities; Absence of Changes. (a) Each The Company has delivered to Parent has provided to each other Parent (or has otherwise given each other Parent access to) its audited, consolidated unaudited financial statements of such Contributed Subsidiaries, including their consolidated balance sheets as of November 25, 2012 (in the case of Oracle) or as of November 30, 2012 (in the case of Watson and Xxxx) and the consolidated statements of income for the 6-month period then ended fiscal years 2017 and 2018, respectively and its unaudited, consolidated financial statements for the fiscal year 2019 (the “Interim Financial StatementsLocked-Box Accounts”). ) and for the three (b3) Each Parent has provided to month period ended June 30, 2020 (including, in each other Parent (or has otherwise given each other Parent access to) consolidated unaudited financial case, balance sheets, statements of such Contributed Subsidiaries, including the combined balance sheets profits or loss and the combined statements of income as of and for each of the three completed fiscal years ending in May 2010, May 2011 and May 2012 cash flows) (the “Annual Financial Statements,” and together with the Interim Financial Statementscollectively, the “Financial Statements”). , which are included as Schedule 2.4(a) of the Seller Disclosure Letter (c) Such and subject to the qualifications set forth therein). The Financial Statements were (i) are, in all material respects, derived from and in accordance with the books and records of such Parent’s Groupthe Company and its Subsidiaries, have been (ii) were prepared and, where relevant, audited, and complied as to form, in accordance with Applicable Law and applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly present, in all material respects, the consolidated financial condition of the Company and its Subsidiaries at the dates therein indicated and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate will be material in amount, and changes with respect to presentation and content to reflect requirements of the Sellers) and (iv) were prepared in accordance with GAAP and present fairly in all material respects the financial position and results of operations of the Business of the Contributed Subsidiaries as at the dates and IFRS, except for the periods presented (subject to normal and recurring adjustments, which are not material, individually or absence of footnotes in the aggregate). (d) Since the end of the fiscal year ending in May 2012, except as unaudited Financial Statements and to the extent set forth in such the Financial Statements, there have been no applied on a consistent basis throughout the periods involved. (b) Neither the Company nor any of its Subsidiaries has any material Liabilities incurred by the Business of such Contributed Subsidiaries that would be any nature required to be reflected on a balance sheet or disclosed by IFRS in the notes thereto prepared in accordance with GAAP, except for Financial Statements other than (i) Liabilities incurred since the end of the most recently completed fiscal year of such Parent those set forth or adequately provided for in the Ordinary Course balance sheet included in the Financial Statements as of BusinessMarch 31, 2020 (such date, the “Company Balance Sheet Date” and such balance sheet, the “Company Balance Sheet”), (ii) Liabilities that would not reasonably be expected to be, individually or those incurred in the aggregateconduct of the Company’s and its Subsidiaries’ business since the Company Balance Sheet Date in the Ordinary Course, materially adverse to such Contributed Subsidiary’s Business, or and (iii) employee related those incurred by the Company and its Subsidiaries in connection with the preparation, negotiation and execution of this Agreement. Except for Liabilities addressed reflected in the Employee Matters AgreementFinancial Statements, neither the Company nor any of its Subsidiaries has any off-balance sheet Liability of any nature to, or any financial interest in, any Third Parties or entities, the sole purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company and its Subsidiaries. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in conformity in all material respects with IFRS consistently applied. Without limiting the generality of the foregoing, neither the Company nor any of its Subsidiaries currently guarantees any material debt or other obligation of any other Person. (c) Schedule 2.4(c) of the Seller Disclosure Letter sets forth a true, correct and complete list of all material Company Debt as of the Company Balance Sheet Date, including, for each item of such Company Debt, the agreement governing such Company Debt and the interest rate, maturity date, any assets securing such Company Debt. (d) Schedule 2.4(d) of the Seller Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company and its Subsidiaries maintain an account (whether checking, savings or otherwise), lock box or safe deposit box, and the account numbers thereof. (e) Except Each of the Company and its Subsidiaries 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/or the Board, (ii) that transactions are recorded as required reasonably necessary (A) to permit preparation of financial statements in conformity with IFRS and (B) to maintain accountability for material assets, (iii) regarding the prevention or expressly permitted timely detection of unauthorized acquisition, use or disposition of the material assets of the Company and its Subsidiaries and (iv) that the amount recorded for assets on the books and records of the Company and its Subsidiaries is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Company, its Subsidiaries’ and, to the Knowledge of the Company, any current employee or director of the Company or any of its Subsidiaries, has identified or been made aware of any fraud, whether or not material, that involves the Company’s or any of its Subsidiaries’ management or other current employees or directors of the Company or any of its Subsidiaries who have a role in the preparation of financial statements or the internal accounting controls utilized by this Agreementthe Company and its Subsidiaries, or any claim or allegation regarding any of the foregoing during any period covered by the Financial Statements. None of the Company nor any of its Subsidiaries and, to the Knowledge of the Company, any Representative of the Company or its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or material auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries, in each case, its internal accounting controls or any material inaccuracy in the Company’s or any of its Subsidiaries’ financial statements. At the Company Balance Sheet Date, there were no material contingencies made for any actual or contingent liabilities of the Company or any of its Subsidiaries, except for liabilities incurred in the Ordinary Course and the contingent liabilities disclosed in the Financial Statements. There has been no change in the Company’s or any of its Subsidiaries’ accounting policies since the end of the fiscal year ending in May 2012Prior Transaction Date, no event, occurrence or condition has occurred which has been or would reasonably be expected to be, individually or except as described in the aggregate, materially adverse to the Business of such Contributed SubsidiariesFinancial Statements.

Financial Statements; No Undisclosed Liabilities; Absence of Changes. (a) Each Parent has provided Sellers have delivered to each other Parent Purchaser: (or has otherwise given each other Parent access toa) consolidated an unaudited financial balance sheet of Partnership as of December 31, 2014, and the related unaudited statements of such Contributed Subsidiaries, including their consolidated income and cash flows for the year then ended; (b) an audited balance sheets sheet and the related audited statements of income and cash flows as of November 25, 2012 December 31 for each of the years 2013 and 2012; and (in the case c) an unaudited balance sheet of Oracle) or Seller as of November 30March 31, 2012 2015 (in the case of Watson and Xxxx"Balance Sheet Date") and the consolidated related statements of income for the 6three (3) months then ended. Such financial statements fairly and accurately present the financial condition and the results of operations and cash flows of Partnership on the respective dates of and for the periods referred to in such financial statements. The financial statements referred to in this Section were prepared in accordance with GAAP consistently applied throughout the periods involved. The financial statements have been and will be prepared from and are in accordance with the accounting records of Partnership. Other than as set forth on Schedule 4.5, Partnership does not have any long-month period then ended (the “Interim Financial Statements”)term debt. (b) Each Parent Partnership has provided to each other Parent no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise ("Liabilities"), except (a) those which are adequately reflected or has otherwise given each other Parent access to) consolidated unaudited financial statements of such Contributed Subsidiaries, including reserved against in the combined balance sheets and the combined statements of income sheet as of the Balance Sheet Date, and for each of the three completed fiscal years ending in May 2010, May 2011 and May 2012 (the “Annual Financial Statements,” and together with the Interim Financial Statements, the “Financial Statements”). (cb) Such Financial Statements were derived from the books and records of such Parent’s Group, those which have been prepared incurred in accordance the ordinary course of business consistent with GAAP past practice since the Balance Sheet Date and present fairly in all material respects the financial position and results of operations of the Business of the Contributed Subsidiaries as at the dates and for the periods presented (subject to normal and recurring adjustments, which are not material, individually or in the aggregate). (d) Since the end of the fiscal year ending in May 2012, except as and to the extent set forth in such Financial Statements, there have been no Liabilities incurred by the Business of such Contributed Subsidiaries that would be required to be reflected on a balance sheet or in the notes thereto prepared in accordance with GAAP, except for (i) Liabilities incurred since the end of the most recently completed fiscal year of such Parent in the Ordinary Course of Business, (ii) Liabilities that would not reasonably be expected to benot, individually or in the aggregate, materially adverse to such Contributed Subsidiary’s Businessmaterial in amount; (c) Since the Balance Sheet Date, or (iii) employee related Liabilities addressed and other than in the Employee Matters Agreement.ordinary course of business consistent with past practice, there has not been, with respect to the Partnership, any: (ei) Except as required or expressly permitted by this Agreement, since the end of the fiscal year ending in May 2012, no event, occurrence or condition development that has occurred which has been had, or would could reasonably be expected to behave, individually or in the aggregate, materially a material adverse effect; (ii) amendment of the certificate of limited partnership, limited partnership agreement or other organizational documents of the Partnership; (iii) split, combination or reclassification of any Units of partnership interests, the issuance, sale or other disposition of any Units of partnership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of Units of partnership interests, the declaration or payment of any or distributions on or in respect of any Units of partnership interests or the redemption, purchase or acquisition of Units of partnership interests; (iv) material change in any method of accounting or accounting practice of the Partnership, except as required by GAAP or as disclosed in the notes to the Business financial statements; (v) material change in the Partnership's cash management practices and its policies, practices and procedures with respect to collection of such Contributed Subsidiaries.accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (vi) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (vii) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the balance sheet or cancellation of any debts or entitlements, or any material damage, destruction or loss (whether or not covered by insurance) to its property; (viii) any capital investment in, or any loan to, any other Person; (ix) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any material Contract) to which the Partnership is a party or by which it is bound; (x) any material capital expenditures; (xi) imposition of any Lien upon any of the Partnership properties, Partnership Interest or assets, tangible or intangible; (xii) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (xiii) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xiv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $5,000, individually (in the case of a lease, per annum) or $25,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; or (xv) action by GP or the Partnership to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Purchaser in respect of any post-Closing Tax Period

Financial Statements; No Undisclosed Liabilities; Absence of Changes. (a) Each Parent The Company has provided made available to each other Parent (or has otherwise given each other Parent access to) Acquirer its audited, consolidated unaudited financial statements of such Contributed Subsidiariesfor fiscal years ended December 31, including their 2009 through December 31, 2013 and its unaudited, consolidated balance sheets as of November 25, 2012 (in the case of Oracle) or as of November 30, 2012 (in the case of Watson and Xxxx) and the consolidated financial statements of income for the 6six-month period then ended June 30, 2014 (the “Interim Financial Statements”). (b) Each Parent has provided to including, in each other Parent (or has otherwise given each other Parent access to) consolidated unaudited financial case, balance sheets, statements of such Contributed Subsidiaries, including the combined balance sheets operations and the combined statements of income as of and for each of the three completed fiscal years ending in May 2010, May 2011 and May 2012 cash flows) (the “Annual Financial Statements,” and together with the Interim Financial Statementscollectively, the “Financial Statements”). (c, which are included as Schedule 2.4(a) Such of the Company Disclosure Letter. The Financial Statements were (i) are derived from and in accordance with the books and records of such Parent’s Groupthe Company, have been prepared in accordance (ii) complied as to form with GAAP applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present fairly in all material respects the consolidated financial position condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Business of the Contributed Subsidiaries as at the dates and Company for the periods presented therein specified (subject subject, in the case of unaudited interim period financial statements, to normal and recurring year-end audit adjustments, none of which are not material, individually or in the aggregateaggregate are or will be material in amount). , (div) Since the end of the fiscal year ending are true, correct and complete in May 2012, except as all material respects and to the extent set forth in such Financial Statements, there have been no Liabilities incurred by the Business of such Contributed Subsidiaries that would be required to be reflected on a balance sheet or in the notes thereto (v) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved. (b) The Company has no Liabilities of any nature other than (i) Liabilities incurred since the end of the most recently completed fiscal year of such Parent those set forth or adequately provided for in the Ordinary Course balance sheet included in the Financial Statements as of BusinessJune 30, 2014 (the “Company Balance Sheet”), (ii) Liabilities that would not reasonably be expected to bethose incurred in the conduct of the Company’s business since June 30, 2014 (the “Company Balance Sheet Date”) in the ordinary course consistent with past practice and, individually or in the aggregate, materially adverse to such Contributed Subsidiary’s Business, are not material in nature or amount and (iii) employee related those incurred by the Company in connection with the execution of this Agreement. Except for Liabilities addressed reflected in the Employee Matters AgreementFinancial Statements, the Company has no off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied and are adequate. Without limiting the generality of the foregoing, the Company has never guaranteed any debt or other obligation of any other Person. (c) Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Debt, including, for each item of Company Debt, the title of the agreement governing the Company Debt and any amounts due in connection with the full repayment of such Company Debt at or prior to the Closing (including principal, interest, prepayment fees or other penalties). (d) Schedule 2.4(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) Except as required or expressly permitted by this Agreement, since the end The accounts receivable of the fiscal year ending Company (the “Accounts Receivable”) as reflected on the Company Balance Sheet and as will be reflected in May 2012the Company Closing Financial Certificate arose in the ordinary course of business consistent with past practice and represent bona fide claims against debtors for sales and other charges, no eventand have been collected or are collectible in the book amounts thereof within 60 days following the Agreement Date, occurrence or condition has occurred which has been or would reasonably be expected to be, individually less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet or in the aggregateCompany Closing Financial Certificate, materially adverse as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company's past practice and are sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. The Accounts Receivable arising after the Company Balance Sheet Date and before the Closing Date (i) arose or shall arise in the ordinary course of business consistent with past practice, (ii) represented or shall represent bona fide claims against debtors for sales and other charges and (iii) have been collected or are collectible in the book amounts thereof within 60 days following the Agreement Date, less allowances for doubtful accounts and warranty returns determined in accordance with GAAP consistently applied and the Company's past practice that are or shall be sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. None of the Accounts Receivable is subject to any claim of offset, recoupment, set-off or counter-claim and, to the Business knowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of Accounts Receivable is contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance on any Accounts Receivable, and no agreement for deduction or discount has been made with respect to any such Accounts Receivable. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Agreement Date, an aging of the Accounts Receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Agreement Date, such amounts of Accounts Receivable that are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such Contributed claims. (f) 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 including each of its Subsidiaries are being executed and made only in accordance with appropriate authorizations of management and the Board, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company or any of its Subsidiaries and (iv) that the amount recorded for assets on the books and records of the Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Company, the Company's independent auditors, the Company’s Subsidiaries and, to the knowledge of the Company, any current or former employee, consultant or director of the Company or any of its Subsidiaries, has identified or been made aware of any fraud, whether or not material, that involves Company's management or other current or former employees, consultants directors of Company or any Subsidiaries who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. None of the Company, its Subsidiaries and, to the knowledge of the Company, any Representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, 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's financial statements. No attorney representing the Company, whether or not employed by the Company or any of its Subsidiaries, has reported to the Board or any committee thereof or to any director or officer of the Company or any Subsidiary evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, its Subsidiaries or any of their respective Representatives. There are no significant deficiencies or material weaknesses in the design or operation of the Company's internal controls that could adversely affect the Company's ability to record, process, summarize and report financial data. At the Company Balance Sheet Date, there were no material loss contingencies (as such term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 450) that are not adequately provided for in the Company Balance Sheet as required by such Topic 450. There has been no change in the Company accounting policies since the Company's inception, except as described in the Financial Statements. (g) Since the Company Balance Sheet Date, (i) the Company and each Subsidiary has conducted the Business only in the ordinary course of business consistent with past practice, (ii) there has not occurred a Material Adverse Effect with respect to the Company and (iii) the Company has not done, caused or permitted any of the actions described in Section 4.2.

Financial Statements; No Undisclosed Liabilities; Absence of Changes. (a) Each Parent has provided to each other Parent of (or has otherwise given each other Parent access toi) consolidated unaudited financial statements the audited combined balance sheet of such Contributed Subsidiaries, including their consolidated balance sheets as of November 25, 2012 (in the case of Oracle) or as of November 30, 2012 (in the case of Watson and Xxxx) Companies and the consolidated statements of income Subsidiaries (other than Pivotal) for the 6-month period then year ended (the “Interim Financial Statements”). (b) Each Parent has provided to each other Parent (or has otherwise given each other Parent access to) consolidated unaudited financial statements of such Contributed SubsidiariesDecember 31, including the combined balance sheets 2019, and the related audited combined statements of income operations, cash flows and equity and accompanying notes of the Companies and the Subsidiaries (other than Pivotal) for the year ended December 31, 2019, (ii) the audited balance sheet of Pivotal as of December 31, 2019 and 2020, and the related audited statements of operations, cash flows and equity and accompanying notes of Pivotal for each the years ended December 31, 2019 and 2020, and (iii) the unaudited combined balance sheet of the three completed fiscal years ending in May 2010Companies and the Subsidiaries (other than Pivotal) for the year ended December 31, May 2011 2020, and May 2012 the related unaudited combined statements of operations, cash flows and equity and accompanying notes of the Companies and the Subsidiaries (other than Pivotal) for the “Annual Financial Statements,” and together with the Interim Financial Statementsyear ended December 31, 2020 (collectively, the “Financial Statements”). (c) Such Financial Statements , were derived from the books and records of such Parent’s Group, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods referred to therein (except as may be indicated in the notes thereto), and fairly present fairly in all material respects the financial position position, assets and liabilities of the Companies and the Subsidiaries, as applicable, for the periods referred to therein, and their results of operations and cash flows for the fiscal years then ended. True, correct and complete copies of such Financial Statements are attached hereto as Schedule 3.6(a). American Water Holdings’ only assets are the equity interests of American Water Florida and American Water Texas, and it has no liabilities or operations. (b) The unaudited combined balance sheet (the “Balance Sheet”) and the related unaudited combined statement of operations of the Business Companies and the Subsidiaries for the seven (7)-month period ending July 31, 2021 (the “Balance Sheet Date”) were prepared in accordance with GAAP applied on a consistent basis throughout the period indicated, and fairly present in all material respects the combined financial position, assets and liabilities of the Contributed Companies and the Subsidiaries as at of the dates Balance Sheet Date and their combined results of operations for the periods presented (period referred to therein, subject to normal and recurring adjustments, year-end adjustments (which are not material, individually or in the aggregate). (d) Since the end of the fiscal year ending in May 2012, except as and to the extent set forth in such Financial Statements, there have been no Liabilities incurred by the Business of such Contributed Subsidiaries that would be required to be reflected on a balance sheet or in the notes thereto prepared in accordance with GAAP, except for (i) Liabilities incurred since the end of the most recently completed fiscal year of such Parent in the Ordinary Course of Business, (ii) Liabilities that would not reasonably be expected to benot, individually or in the aggregate, reasonably expected to be material) and the absence of notes otherwise required by GAAP which if presented would not differ materially adverse to from those presented in the audited Financial Statements. True, correct and complete copies of the Balance Sheet and such Contributed Subsidiary’s Businessother financial statements are attached hereto as Schedule 3.6(b). (c) Neither the Companies nor the Subsidiaries have any Liabilities, or except: (i) Liabilities specifically reflected and adequately reserved on the face of the Balance Sheet; (ii) Liabilities in connection with the transactions contemplated by this Agreement; (iii) employee related Liabilities addressed incurred in the Employee Matters AgreementOrdinary Course of Business since the Balance Sheet Date (none of which results from, arises out of, or relates to any breach or violation of, or default under, any Contract or Laws); (iv) those post-Closing executory obligations which arise pursuant to any Contract, in each such case, which arose in the Ordinary Course of Business and did not result from any default, tort, breach of Contract or breach of warranty; (v) liabilities disclosed on Schedule 3.6(c); or Liabilities which, individually or in the aggregate have not had or would not have a Material Adverse Effect. (ed) Except as required or expressly permitted by this AgreementSince (i) December 31, since 2020, (A) the end Business has been operated in the Ordinary Course of the fiscal year ending in May 2012, no Business and (B) there has not been any event, occurrence or condition has occurred which has been or would reasonably be expected to bedevelopment which, individually or in the aggregate, materially adverse has had or would reasonably be expected to have, a Material Adverse Effect or (ii) the Balance Sheet Date, none of the Companies or Subsidiaries or the Business has taken any action which, if taken or omitted to be taken after the date of this Agreement, would require the consent of the Purchaser in accordance with Section 5.5. (e) The Companies, Subsidiaries and the Business maintain systems of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in all material respects, including internal accountings controls sufficient to provide reasonable assurance 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 of the Companies, Subsidiaries and the Business in conformity with GAAP and maintain accountability for assets, and (iii) the recorded accountability for assets is maintained at reasonable intervals and appropriate action is taken with respect to any differences. (f) Schedule 3.6(f) sets forth a true and complete list as of the date hereof of the Indebtedness (but, for the purposes of this Section 3.6(f), only the types set forth in clauses (i), (ii), (iii), (iv), (v), (vii) and (viii) of the definition of “Indebtedness”) of the Companies and Subsidiaries (including the amount of outstanding principal and any accrued but unpaid interests) and the Contracts under which such Contributed SubsidiariesIndebtedness of the Companies or Subsidiaries exists.

Financial Statements; No Undisclosed Liabilities; Absence of Changes. (ai) Each Parent The Company has provided made available to each other Parent (or has otherwise given each other Parent access to) consolidated unaudited Acquirer its financial statements of such Contributed Subsidiariesfor the fiscal year ending December 31, including their consolidated 2015 reviewed by an independent accounting firm in accordance with Statement on Financial Accounting Standard No. 100 and financial statements for the three (3) month period ended March 31, 2016 (including, in each case, balance sheets as of November 25sheets, 2012 (in the case of Oracle) or as of November 30, 2012 (in the case of Watson and Xxxx) and the consolidated statements of income for the 6-month period then ended (the “Interim Financial Statements”). (b) Each Parent has provided to each other Parent (or has otherwise given each other Parent access to) consolidated unaudited financial operations and statements of such Contributed Subsidiaries, including the combined balance sheets and the combined statements of income as of and for each of the three completed fiscal years ending cash flows) reviewed by an independent accounting firm in May 2010, May 2011 and May 2012 accordance with Statement on Financial Accounting Standard No. 100 (the “Annual Financial Statements,” and together with the Interim Financial Statementscollectively, the “Financial Statements”). (c, which are included as Schedule 2.4(a) Such of the Company Disclosure Letter. The Financial Statements were (i) are derived from and in accordance with the books and records of such Parent’s Groupthe Company, have been prepared in accordance with GAAP (ii) fairly and accurately present fairly in all material respects the financial position condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Business of the Contributed Subsidiaries as at the dates and Company for the periods presented therein specified (subject subject, in the case of unaudited financial statements, to normal and recurring audit adjustments, none of which are not material, individually or in the aggregateaggregate are or will be material in amount). , (diii) Since the end of the fiscal year ending in May 2012are true, except as correct and to the extent set forth in such Financial Statements, there have been no Liabilities incurred by the Business of such Contributed Subsidiaries that would be required to be reflected on a balance sheet or in the notes thereto complete and (iv) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved. (j) The Company has no Liabilities of any nature other than (i) Liabilities incurred since the end of the most recently completed fiscal year of such Parent those set forth or adequately provided for in the Ordinary Course balance sheet included in the Financial Statements (the “Company Balance Sheet”) as of BusinessMarch 31, 2016 (the “Company Balance Sheet Date”), (ii) not required to be reflected in the Company Balance Sheet under GAAP, other than any such Liability which the Company considered including in the Company Balance Sheet but made a determination that such Liability was either not probable (as defined in the Statement of Financial Accounting Standards No. 5 (“FAS 5”) or the amount of the loss related thereto cannot be reasonably estimated (within the meaning of FAS 5), all of which are set forth in Schedule 2.4(b) of the Company Disclosure Letter, (iii) those incurred in the conduct of the Company’s business since the Company Balance Sheet Date in the ordinary course of business consistent with past practice and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law and (iv) those incurred by the Company in connection with the execution and performance of this Agreement. Except for Liabilities reflected in the Financial Statements, the Company has no off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. All reserves that would are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied. The Financial Statements comply in all material respects with the Financial Accounting Standards Board Accounting Standards Codification 605. Without limiting the generality of the foregoing, the Company has never guaranteed any debt or other obligation of any other Person. (k) Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Debt, including, for each item of Company Debt, the agreement governing the Company Debt and the interest rate, maturity date, any assets securing such Company Debt and any prepayment or other penalties payable in connection with the repayment of such Company Debt at the Closing. (l) Schedule 2.4(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (m) The accounts receivable of the Company (the “Accounts Receivable”) as reflected on the Company Balance Sheet and as will be reflected in the Company Closing Financial Certificate arose or shall arise in the ordinary course of business consistent with past practice and represent or shall represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof within sixty (60) days following the Agreement Date, less an amount not reasonably be expected to be, individually in excess of the applicable allowance for doubtful accounts provided for in the Company Balance Sheet or in the aggregateCompany Closing Financial Certificate, materially adverse as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s past practice and are sufficient to such Contributed Subsidiary’s Businessprovide for any losses that may be sustained on realization of the applicable Accounts Receivable. The Accounts Receivable arising after the Company Balance Sheet Date and before the Closing Date (i) arose or shall arise in the ordinary course of business consistent with past practice, (ii) represented or shall represent bona fide claims against debtors for sales and other charges and (iii) employee related Liabilities addressed have been collected or are collectible in the Employee Matters Agreementbook amounts thereof within sixty (60) days following the Agreement Date, less allowances for doubtful accounts and warranty returns determined in accordance with GAAP consistently applied and the Company’s past practice that are or shall be sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. None of the Accounts Receivable is subject to any claim of offset, recoupment, set-off or counter-claim and, to the knowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of Accounts Receivable is contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance on any Accounts Receivable, and no agreement for deduction or discount has been made with respect to any such Accounts Receivable. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Agreement Date, an aging of the Accounts Receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Agreement Date, such amounts of Accounts Receivable that are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims. (en) Except 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 are being executed and made only in accordance with appropriate authorizations of management and the Company’s Managers, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company and (iv) that the amount recorded for assets on the books and records of the Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Company, the Company’s independent auditors and, to the knowledge of the Company, any current or former employee, consultant, advisor, independent contractor or officer of the Company, has identified or been made aware of any fraud, whether or not material, that involves Company’s management or other current or former employees, consultants, advisors, independent contractors or directors of Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. None of the Company and, to the knowledge of the Company, any Representative of the Company has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, 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’s financial statements. No attorney representing the Company, whether or not employed by the Company, has reported to the Company’s Managers or to any committee of the Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or its Representatives. There are no significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data. At the Company Balance Sheet Date, there were no material loss contingencies (as such term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 450) that are not adequately provided for in the Company Balance Sheet as required or expressly permitted by this Agreementsuch Topic 450. There has been no change in the Company accounting policies since the Company’s inception, except as described in the Financial Statements. (o) Other than as set forth in Schedule 2.4(g) of the Company Disclosure Letter, since the end of Company Balance Sheet Date, (i) the fiscal year ending in May 2012, no event, occurrence or condition Company has occurred which has been or would reasonably be expected to be, individually or conducted the Business only in the aggregateordinary course of business consistent with past practice, materially adverse (ii) there has not occurred a Material Adverse Effect with respect to the Business Company and (iii) the Company has not done, caused or permitted any action that would constitute a breach of Section 5.2 if such Contributed Subsidiariesaction were taken by the Company, without the written consent of Acquirer during the Pre-Closing Period.

Financial Statements; No Undisclosed Liabilities; Absence of Changes. (a) Each Parent Seller has provided delivered to Acquirer (i) the audited combined financial statements of envisionTEC Group for the fiscal years 2017, 2018 and 2019, and the unaudited combined financial statements of envisionTEC Group for the three (3) month period ended September 30, 2020 (including, in each other Parent case, balance sheets, statements of operations and statements of cash flows) (or has otherwise given each other Parent access tocollectively, the “Collective Financial Statements”), and (ii) consolidated the audited financial statements of envisionTEC Germany for the fiscal years 2017, 2018 and 2019, and the unaudited financial statements of such Contributed Subsidiaries, including their consolidated balance sheets as of November 25, 2012 envisionTEC Germany for the nine (in the case of Oracle) or as of November 9)-month period ended September 30, 2012 2020 (including, in the case of Watson each case, balance sheets, profit and Xxxxloss statements, notes (Anhänge) and the consolidated statements of income for the 6-month period then ended business reports (Lagebrichte) (collectively, the “Interim Financial Statements”). (b) Each Parent has provided to each other Parent (or has otherwise given each other Parent access to) consolidated unaudited financial statements of such Contributed Subsidiaries, including the combined balance sheets and the combined statements of income as of and for each of the three completed fiscal years ending in May 2010, May 2011 and May 2012 (the “Annual German Financial Statements,” and together with the Interim Collective Financial Statements, the “Financial Statements”)), which are included as Schedule 2.4(a) of the Seller Disclosure Schedule. The Collective Financial Statements (A) are derived from and in accordance with the books and records of the Acquired Companies and their Subsidiaries, and (B) fairly present, in all material respects, the combined financial condition of the Acquired Companies and their Subsidiaries at the dates therein indicated and the combined results of operations and cash flows of the Acquired Companies and their Subsidiaries for the periods therein specified (subject, in the case of unaudited financial statements, to notes and normal year-end audit adjustments that are not individually or in the aggregate material in amount) in each case, in accordance with GAAP applied on a consistent basis throughout the periods involved, except as such departures from GAAP may be noted therein or in the notes thereto. (b) The German Financial Statements have been prepared in all material respects in accordance with GAAP applied on a consistent basis throughout the periods involved, except as such departures from GAAP may be noted therein or in the notes thereto, and fairly present, in all material respects, the assets and liabilities, financial condition and results of operations (Vermögens-, Finanz- und Ertragslage) of envisionTEC Germany as of, and for the end of the respective fiscal year as indicated in the relevant German Financial Statement. (c) Such Neither the Acquired Companies nor any of their Subsidiaries has any Liabilities of any nature required to be disclosed by GAAP in the Financial Statements were derived from other than (i) Liabilities disclosed, reflected, reserved against or otherwise provided for in the books balance sheets included in the Financial Statements as of September 30, 2020 (such date, the “Acquired Companies Balance Sheet Date” and records such balance sheets, the “Acquired Companies Balance Sheets”), (ii) Liabilities incurred in the ordinary course of such Parent’s Groupbusiness consistent with past practice since the Acquired Companies Balance Sheet Date, have been prepared (iii) Liabilities incurred by the Acquired Companies and their Subsidiaries in accordance connection with GAAP the preparation, negotiation and present fairly in all material respects execution of this Agreement or otherwise arising out of this Agreement or the financial position Transactions, and results of operations (iv) Liabilities set forth on Schedule 2.4(c) of the Business Seller Disclosure Schedule. Except for Liabilities reflected in the Financial Statements, neither the Acquired Companies nor any of their Subsidiaries has any Liability of any nature to any Third Party, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Acquired Companies and their Subsidiaries. Without limiting the generality of the Contributed foregoing, neither the Acquired Companies nor any of their Subsidiaries as at the dates and for the periods presented (subject to normal and recurring adjustments, which are not material, individually currently guarantees any debt or in the aggregate)other obligation of any other Person. (d) Since the end Schedule 2.4(d) of the fiscal year ending Seller Disclosure Schedule sets forth a true, correct and complete list of all Acquired Companies Debt. (e) Schedule 2.4(e) of the Seller Disclosure Schedule sets forth the names and locations of all banks and other financial institutions at which any of the Acquired Companies or any of their respective Subsidiaries maintain an account (whether checking, savings or otherwise), lock box or safe deposit box and the relevant account numbers for each such account. (f) [Reserved] (g) At the Closing, all of the material Books and Records will be in May 2012the possession of the Acquired Companies and their Subsidiaries. Seller has made available to Acquirer true, except complete and correct copies of (i) the Organizational Documents, (iii) minute books since January 1, 2018 containing records of all material proceedings, consents, actions by written consent and meetings of the board of directors of each Acquired Company (or the equivalent body of each of their Subsidiaries) or of the stockholders of any such entity, and (iv) the Acquired Companies’ register of shareholders and other records reflecting all share issuances and transfers and all share option and warrant grants and agreements of the Acquired Companies and each of their Subsidiaries. The books, records and accounts of the Acquired Companies and their Subsidiaries (A) are true and correct in all material respects, and (B) have been maintained in accordance with reasonable business practices for companies of the size and type of the Acquired Companies and their Subsidiaries. (h) ‎Absence of Changes. Except as and to the extent set forth in such Financial StatementsSchedule 2.4(h) of the Seller Disclosure Schedule, there have been no Liabilities incurred by between the Business of such Contributed Subsidiaries that would be required to be reflected on a balance sheet or in Acquired Companies Balance Sheet Date and the notes thereto prepared in accordance with GAAP, except for Agreement Date: (i) Liabilities incurred since the end of Acquired Companies and their Subsidiaries have conducted the most recently completed fiscal year of such Parent Business in the Ordinary Course of Business, ordinary course consistent with past practice; (ii) Liabilities there has been no purchase by any of the Acquired Companies of any material Intellectual Property (other than non-exclusive licenses to Generally Available Software granted to the Acquired Companies and their Subsidiaries in the ordinary course of business) by any Acquired Company or any of its Subsidiaries, (iii) there has been no sale, assignment, transfer, license, lease, abandonment or other disposition of any material Intellectual Property by any of the Acquired Companies or any of its Subsidiaries (other than non-exclusive licenses granted in the ordinary course of business in connection with the sale of the Acquired Companies Products on forms of customer or distribution agreements made available to Acquirer); (iv) there has not occurred any change, event or circumstance with respect to the Acquired Companies and their Subsidiaries that has had, or would not reasonably be expected to behave, an Acquired Companies Material Adverse Effect; and (v) except as, individually or in the aggregate, materially adverse to such Contributed Subsidiary’s Businesshas not had, or (iii) employee related Liabilities addressed in the Employee Matters Agreement. (e) Except as required or expressly permitted by this Agreement, since the end of the fiscal year ending in May 2012, no event, occurrence or condition has occurred which has been or and would not reasonably be expected to behave, individually an Acquired Companies Material Adverse Effect, neither the Acquired Companies nor any of their Subsidiaries has done, caused or in permitted any action to be taken by the aggregateAcquired Companies or any of their Subsidiaries that would constitute a breach of Sections 5.2(a), materially adverse to (b), (c), (e), (f), (g), (h), (i), (j), (k), (r), (s), (t), (u) or (x) if such action were taken by the Business Acquired Companies or any of such Contributed their Subsidiaries, as applicable, without the written consent of Acquirer, between the Agreement Date and the earlier of the termination of this Agreement and the Closing.

Financial Statements; No Undisclosed Liabilities; Absence of Changes. (a) Each Parent Seller has provided delivered to each other Parent Buyer: (or has otherwise given each other Parent access toa) consolidated an unaudited financial balance sheet of Seller as of December 31, 2014, and the related unaudited statements of such Contributed Subsidiaries, including their consolidated income and cash flows for the year then ended; (b) an audited balance sheets sheet and the related audited statements of income and cash flows as of November 25, 2012 December 31 for each of the years 2013 and 2012; and (in the case c) an unaudited balance sheet of Oracle) or Seller as of November 30March 31, 2012 2015 (in the case of Watson and Xxxx"Balance Sheet Date") and the consolidated related statements of income for the 6three (3) months then ended. Such financial statements fairly and accurately present the financial condition and the results of operations and cash flows of Seller on the respective dates of and for the periods referred to in such financial statements. The financial statements referred to in this Section were prepared in accordance with GAAP consistently applied throughout the periods involved. The financial statements have been and will be prepared from and are in accordance with the accounting records of Seller. Other than as set forth on Schedule 4.5, Seller does not have any long-month period then ended (the “Interim Financial Statements”)term debt. (b) Each Parent Seller has provided to each other Parent no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise ("Liabilities"), except (a) those which are adequately reflected or has otherwise given each other Parent access to) consolidated unaudited financial statements of such Contributed Subsidiaries, including reserved against in the combined balance sheets and the combined statements of income sheet as of the Balance Sheet Date, and for each of the three completed fiscal years ending in May 2010, May 2011 and May 2012 (the “Annual Financial Statements,” and together with the Interim Financial Statements, the “Financial Statements”). (cb) Such Financial Statements were derived from the books and records of such Parent’s Group, those which have been prepared incurred in accordance the ordinary course of business consistent with GAAP past practice since the Balance Sheet Date and present fairly in all material respects the financial position and results of operations of the Business of the Contributed Subsidiaries as at the dates and for the periods presented (subject to normal and recurring adjustments, which are not material, individually or in the aggregate). (d) Since the end of the fiscal year ending in May 2012, except as and to the extent set forth in such Financial Statements, there have been no Liabilities incurred by the Business of such Contributed Subsidiaries that would be required to be reflected on a balance sheet or in the notes thereto prepared in accordance with GAAP, except for (i) Liabilities incurred since the end of the most recently completed fiscal year of such Parent in the Ordinary Course of Business, (ii) Liabilities that would not reasonably be expected to benot, individually or in the aggregate, materially adverse to such Contributed Subsidiary’s Businessmaterial in amount; (c) Since the Balance Sheet Date, or (iii) employee related Liabilities addressed and other than in the Employee Matters Agreement.ordinary course of business consistent with past practice, there has not been, with respect to the Seller, any: (ei) Except as required or expressly permitted by this Agreement, since the end of the fiscal year ending in May 2012, no event, occurrence or condition development that has occurred which has been had, or would could reasonably be expected to behave, individually or in the aggregate, materially a material adverse effect; (ii) amendment of the certificate of limited partnership, limited partnership agreement or other organizational documents of the Seller; (iii) split, combination or reclassification of any Units of partnership interests, the issuance, sale or other disposition of any Units of partnership interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of Units of partnership interests, the declaration or payment of any or 5 distributions on or in respect of any Units of partnership interests or the redemption, purchase or acquisition of Units of partnership interests; Victory Medical Center Plano LP (iv) material change in any method of accounting or accounting practice of the Seller, except as required by GAAP or as disclosed in the notes to the Business financial statements; (v) material change in the Seller's cash management practices and its policies, practices and procedures with respect to collection of such Contributed Subsidiaries.accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (vi) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (vii) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the balance sheet or cancellation of any debts or entitlements, or any material damage, destruction or loss (whether or not covered by insurance) to its property; (viii) any capital investment in, or any loan to, any other Person; (ix) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any material Contract) to which the Seller is a party or by which it is bound; (x) any material capital expenditures; (xi) imposition of any Lien upon any of the Seller properties, Seller Interest or assets, tangible or intangible; (xii) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees; (xiii) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xiv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $5,000, individually (in the case of a lease, per annum) or $25,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; or

Financial Statements; No Undisclosed Liabilities; Absence of Changes. (a) Each Parent The Company has provided made available to each other Parent (or has otherwise given each other Parent access to) consolidated Acquirer its audited financial statements for fiscal year ending December 31, 2018 and its unaudited financial statements for fiscal year ending December 31, 2019, the three-month period ended March 31, 2020 (including, in each case, balance sheets, statements of such Contributed Subsidiaries, including their consolidated balance sheets as operations and statements of November 25, 2012 (in the case of Oracle) or as of November 30, 2012 (in the case of Watson and Xxxxcash flows) and the consolidated statements of income for the 6-month period then ended Closing Balance Sheet (the “Interim Financial Statements”). (b) Each Parent has provided to each other Parent (or has otherwise given each other Parent access to) consolidated unaudited financial statements of such Contributed Subsidiaries, including the combined balance sheets and the combined statements of income as of and for each of the three completed fiscal years ending in May 2010, May 2011 and May 2012 (the “Annual Financial Statements,” and together with the Interim Financial Statementscollectively, the “Financial Statements”). (c, which are included as Schedule 2.5(a) Such of the Company Disclosure Letter. The Financial Statements were (i) are derived from the books and records of such Parent’s Groupthe Acquired Companies, have been prepared (ii) complied as to form in accordance all material respects with GAAP applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present fairly in all material respects the consolidated financial position condition of the Acquired Companies at the dates therein indicated and the consolidated results of operations and cash flows of the Business of the Contributed Subsidiaries as at the dates and Acquired Companies for the periods presented therein specified (subject subject, in the case of unaudited interim period financial statements, to normal and recurring year-end audit adjustments, none of which are not material, individually or in the aggregateaggregate are or will be material in amount). , (div) Since the end of the fiscal year ending are true, correct and complete in May 2012all material respects, except as and to the extent set forth in such Financial Statements, there have been no Liabilities incurred by the Business of such Contributed Subsidiaries that would be required to be reflected on a balance sheet or in the notes thereto (v) were prepared in accordance with GAAP, except for (i) Liabilities incurred since the end absence of the most recently completed fiscal year of such Parent footnotes in the Ordinary Course of Business, unaudited Financial Statements. (iib) Liabilities that would not reasonably be expected to beThe Acquired Companies have no material Liabilities, individually or in the aggregate, materially adverse to such Contributed Subsidiary’s Businessof any nature other than (i) those set forth or adequately provided for in the balance sheet included in the Financial Statements as of March 31, 2020 (the “Company Balance Sheet”), (ii) those incurred in the conduct of the Acquired Companies’ Business since March 31, 2020 (the “Company Balance Sheet Date”) in the ordinary course consistent with past practice and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law, (iii) employee related those incurred by the Acquired Companies as Transaction Expenses, and (iv) are executory obligations under Contracts which have not arisen from a breach thereof or default thereunder. The Acquired Companies have no off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Acquired Companies. The Acquired Companies have no Liabilities addressed for refunds or credits in connection with any transactions or microtransactions effected in any games or applications published or distributed by any of the Acquired Companies except for refunds that are provided in the Employee Matters Agreementordinary course of business consistent with past practice and which do not exceed $5,000 individually. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied in all material respects. (c) Neither the Acquired Companies nor any current or former employee, consultant, director nor officer of the Acquired Companies, has identified or been made aware of any fraud, whether or not material, that involves the Company Securityholders, nor any current or former employee, consultant, director or officer of the Acquired Companies (in their capacities as such), or any claim or allegation regarding any of the foregoing. Neither the Acquired Companies nor any director, officer, employee, auditor, accountant or representative of the Acquired Companies (in their capacities as such) has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, in each case, regarding materially deficient accounting or auditing practices, procedures, methodologies or methods of the Acquired Companies or their respective internal accounting controls or any material inaccuracy in the Financial Statements, except for those deficiencies listed on Schedule 2.5(c) of the Company Disclosure Letter, which deficiencies have been identified in connection with audits and have been resolved. Except as set forth on Schedule 2.5(c) of the Company Disclosure Letter, there has been no change in the accounting policies of the Acquired Companies since January 1, 2019. The Acquired Companies maintain a system of internal accounting controls reasonably designed to provide that: (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the obligations of the Acquired Companies are satisfied in a timely manner and as required under the terms of each Contract to which an Acquired Company is a party or by which an Acquired Company is bound. No Acquired Company has unremedied significant deficiencies or material weaknesses (as such terms are defined under GAAP) in the design or operation of internal control over financial reporting. There are no significant deficiencies or material weaknesses in the design or operation of the Acquired Companies’ internal controls that would reasonably be expected to adversely affect the Acquired Companies’ ability to record, process, summarize and report financial data. (d) Schedule 2.5(d) of the Company Disclosure Letter sets forth an accurate and complete list of (a) the names and locations of all banks, trust companies, securities brokers, online money transmitters, and other financial institutions at which the Company has an account or safe deposit box or maintains a banking, custodial, trading, or other similar relationship and (b) each such account, box, and relationship, indicating in each case the account number and the names of the Persons having signatory power with respect thereto. (e) Except as required or expressly permitted by this AgreementSince the Company Balance Sheet Date: (i) each Acquired Company has conducted the Business in the ordinary course of business consistent with past practice, since the end except for changes listed in Schedule 2.8(b) of the fiscal year ending Company Disclosure Letter as a result of or in May 2012connection with the novel coronavirus disease 2019 (“COVID-19”) pandemic, (ii) there has not occurred a Material Adverse Effect with respect to the Acquired Companies and (iii) except as set forth on Schedule 2.5(e) of the Company Disclosure Letter, no eventAcquired Company has done, occurrence caused or condition has occurred which has been or would reasonably be expected to be, individually or in permitted any of the aggregate, materially adverse to the Business of such Contributed Subsidiaries.following actions:

Financial Statements; No Undisclosed Liabilities; Absence of Changes. (a) Each Parent The Company has provided made available to each other Parent (or has otherwise given each other Parent access to) consolidated Acquirer its unaudited financial statements of such Contributed Subsidiaries, including their consolidated balance sheets as of November 25for the fiscal years ended December 31, 2012 (in the case of Oracle) or as of November 30and December 31, 2012 (in the case of Watson 2013 and Xxxx) and the consolidated its unaudited financial statements of income for the 6three-month period then ended March 31, 2014 (the “Interim Financial Statements”). (b) Each Parent has provided to including, in each other Parent (or has otherwise given each other Parent access to) consolidated unaudited financial case, balance sheets, statements of such Contributed Subsidiaries, including the combined balance sheets operations and the combined statements of income as of and for each of the three completed fiscal years ending in May 2010, May 2011 and May 2012 cash flows) (the “Annual Financial Statements,” and together with the Interim Financial Statementscollectively, the “Financial Statements”). (c, which are included as Schedule 2.4(a) Such of the Company Disclosure Letter. The Financial Statements were (i) are derived from and in accordance with the books and records of such Parent’s Groupthe Company, have been prepared in accordance (ii) complied as to form with GAAP applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present fairly in all material respects the financial position condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Business of the Contributed Subsidiaries as at the dates and Company for the periods presented therein specified (subject subject, in the case of unaudited interim period financial statements, to normal and recurring year-end audit adjustments, none of which are not material, individually or in the aggregateaggregate are or will be material in amount). , (div) Since the end of the fiscal year ending in May 2012are true, except as correct and to the extent set forth in such Financial Statements, there have been no Liabilities incurred by the Business of such Contributed Subsidiaries that would be required to be reflected on a balance sheet or in the notes thereto complete and (v) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved. (b) The Company has no Liabilities of any nature other than (i) Liabilities incurred since the end of the most recently completed fiscal year of such Parent those set forth or adequately provided for in the Ordinary Course balance sheet included in the Financial Statements as of BusinessDecember 31, 2013 (the “Company Balance Sheet”), (ii) Liabilities that would not reasonably be expected to bethose incurred in the conduct of the Company’s business since December 31, 2013 (the “Company Balance Sheet Date”) in the ordinary course consistent with past practice that, individually or in the aggregate, materially adverse to such Contributed Subsidiary’s Businessare not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law and (iii) employee related those incurred by the Company in connection with the negotiation and execution of this Agreement. Except for Liabilities addressed reflected in the Employee Matters AgreementFinancial Statements, the Company has no off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied and are adequate. Without limiting the generality of the foregoing, the Company has never guaranteed any debt or other obligation of any other Person. (c) Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Debt, including, for each item of Company Debt, the agreement governing the Company Debt and the interest rate, maturity date, any assets securing such Company Debt and any prepayment or other penalties payable in connection with the repayment of such Company Debt at the Closing. (d) Schedule 2.4(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) Except as required or expressly permitted by this Agreement, since the end The accounts receivable of the fiscal year ending Company (the “Accounts Receivable”) as reflected on the Company Balance Sheet and as will be reflected in May 2012the Company Closing Financial Certificate arose in the ordinary course of business, consistent with past practice, represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts less an amount not in excess of the allowances provided for in the Company Balance Sheet and in the Company Closing Financial Certificate, as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s past practice and are sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. The Accounts Receivable arising after the Company Balance Sheet Date and before the Closing Date (i) arose or shall arise in the ordinary course of business consistent with past practice, (ii) represented or shall represent bona fide claims against debtors for sales and other charges and (iii) have been collected or are collectible in the book amounts thereof less allowances determined in accordance with GAAP. None of the Accounts Receivable is subject to any claim of offset, recoupment, set-off or counter-claim and, to the knowledge of the Company, there are no eventfacts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of Accounts Receivable is contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance on any Accounts Receivable, occurrence and no agreement for deduction or condition has occurred which discount has been or would reasonably be expected made with respect to beany such Accounts Receivable. Schedule 2.4(e) of the Company Disclosure Letter sets forth, individually or as of the Agreement Date, an aging of the Accounts Receivable in the aggregateaggregate and by customer, materially adverse and indicates the amounts of allowances for doubtful accounts and warranty returns. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Agreement Date, such amounts of Accounts Receivable that are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims. For the avoidance of doubt, the representations and warranties contained in this Section 2.4(e) shall not constitute a representation or warranty with respect to the Business actual collectability of such Contributed Subsidiariesaccounts received. (f) The Company has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances in all material respects (i) that transactions, receipts and expenditures of the Company are being executed and made only in accordance with appropriate authorizations of management and the Board of Directors, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets and (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company. None of the Company, the Company’s independent auditors and, to the knowledge of the Company, any current or former employee, consultant or director of the Company, has identified or been made aware of any fraud, whether or not material, that involves Company’s management or other current or former employees, consultants directors of Company who have a material role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. None of the Company and, to the knowledge of the Company, any Representative of the Company has received any material complaint, allegation or claim, whether written or oral, in each case, 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’s financial statements. No attorney representing the Company, whether or not employed by the Company, has reported to the Board of Directors or any committee thereof or to any director or officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or its Representatives. (g) Since the Company Balance Sheet Date, (i) the Company has conducted the Business only in the ordinary course of business consistent with past practice, (ii) there has not occurred any event that is material and adverse with respect to the Company and (iii) the Company has not done, caused or permitted any of the actions described in Section 4.2.

Financial Statements; No Undisclosed Liabilities; Absence of Changes. (a) Each Parent The Company has provided delivered to each other Parent (or has otherwise given each other Parent access to) Acquirer its unaudited , consolidated unaudited financial statements of such Contributed Subsidiaries, including their consolidated balance sheets as of November 25, 2012 (in the case of Oracle) or as of November 30, 2012 (in the case of Watson and Xxxx) and the consolidated statements of income for the 6Company’s fiscal year ended December 31, 2013 and its unaudited, consolidated financial statements for the two-month period then ended February 28, 2014 (the “Interim Financial Statements”). (b) Each Parent has provided to including, in each other Parent (or has otherwise given each other Parent access to) consolidated unaudited financial case, balance sheets, statements of such Contributed Subsidiaries, including the combined balance sheets operations and the combined statements of income as of and for each of the three completed fiscal years ending in May 2010, May 2011 and May 2012 cash flows) (the “Annual Financial Statements,” and together with the Interim Financial Statementscollectively, the “Financial Statements”). (c, which are included as Schedule 2.4(a) Such of the Company Disclosure Letter. The Financial Statements were (i) are derived from and in accordance with the books and records of such Parent’s Groupthe Company, have been prepared in accordance (ii) complied as to form with GAAP applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present fairly in all material respects the consolidated financial position condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Business of the Contributed Subsidiaries as at the dates and Company for the periods presented therein specified (subject subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments), (iv) are true, correct and recurring adjustments, which are not material, individually or in the aggregate). complete and (dv) Since the end of the fiscal year ending in May 2012, except as and to the extent set forth in such Financial Statements, there have been no Liabilities incurred by the Business of such Contributed Subsidiaries that would be required to be reflected on a balance sheet or in the notes thereto were prepared in accordance with GAAP, except as may be indicated in the notes thereto and except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods indicated. (b) Neither the Company nor any Subsidiary has any Liabilities required by GAAP to be reflected in a consolidated balance sheet of the Company and its Subsidiaries or disclosed in the notes thereto other than (i) Liabilities incurred since the end of the most recently completed fiscal year of such Parent those set forth or adequately provided for in the Ordinary Course balance sheet (the “Company Balance Sheet”) included in the Financial Statements as of BusinessDecember 31, 2013 (the “Company Balance Sheet Date”), (ii) Liabilities those incurred in the conduct of the Company’s and any Subsidiary’s business since the Company Balance Sheet Date in the ordinary course consistent with past practice that would not reasonably be expected to beare not, individually or in the aggregate, materially adverse to such Contributed Subsidiary’s Business, material in nature or amount and (iii) employee related those incurred by the Company in connection with the execution of this Agreement. Except for Liabilities addressed reflected in the Employee Matters AgreementFinancial Statements, neither the Company nor any Subsidiary has any off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company or any Subsidiary. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied and are adequate. Without limiting the generality of the foregoing, neither the Company nor any Subsidiary has ever guaranteed any debt or other obligation of any other Person. (c) Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Debt, including, for each item of Company Debt, the agreement governing the Company Debt and the interest rate, maturity date, any assets securing such Company Debt and any prepayment or other penalties payable in connection with the repayment of such Company Debt at the Closing. (d) Schedule 2.4(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company or any Subsidiary maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) 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 any Subsidiary are being executed and made only in accordance with appropriate authorizations of management and the Board, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company and any Subsidiary and (iv) that the amount recorded for assets on the books and records of the Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Company, any Subsidiary, the Company’s independent auditors and, to the knowledge of the Company, any current or former employee, consultant or director of the Company, has identified or been made aware of any fraud, whether or not material, that involves Company’s or any Subsidiary’s management or other current or former employees, consultants directors of Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any Subsidiary, or any claim or allegation regarding any of the foregoing. Neither the Company, nor any Subsidiary and, to the knowledge of the Company, any Representative of the Company or any Subsidiary has received any material complaint, allegation, assertion or claim, whether written or oral, in each case, 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’s financial statements. No attorney representing the Company or any Subsidiary, whether or not employed by the Company or any Subsidiary, has reported to the Board or any committee thereof or to any director or officer of the Company or any Subsidiary evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any Subsidiary and their Representatives. There has been no change in the Company’s or any Subsidiary’s accounting policies since the Company’s or any Subsidiary’s inception, except as described in the Financial Statements. (f) Except as required or expressly permitted contemplated by this Agreement, since the end Company Balance Sheet Date, (i) the Company and each Subsidiary has conducted the Business only in the ordinary course of business consistent with past practice, (ii) there has not occurred a Material Adverse Effect with respect to the Company or any Subsidiary and (iii) neither the Company nor any Subsidiary has done, caused or permitted any of the fiscal year ending actions described in May 2012, no event, occurrence or condition has occurred which has been or would reasonably be expected to be, individually or in the aggregate, materially adverse to the Business of such Contributed SubsidiariesSection 4.1(h).

Financial Statements; No Undisclosed Liabilities; Absence of Changes. (a) Each Parent The Company has provided made available to each other Parent (or has otherwise given each other Parent access to) Acquirer its audited, consolidated unaudited financial statements of such Contributed Subsidiariesfor each fiscal year subsequent to the Company’s inception date through December 31, including their 2013 and unaudited, consolidated financial statements for the fiscal year ending December 31, 2014 (including, in each case, balance sheets as of November 25sheets, 2012 (in the case of Oracle) or as of November 30, 2012 (in the case of Watson and Xxxx) and the consolidated statements of income for the 6-month period then ended (the “Interim Financial Statements”). (b) Each Parent has provided to each other Parent (or has otherwise given each other Parent access to) consolidated unaudited financial operations and statements of such Contributed Subsidiaries, including the combined balance sheets and the combined statements of income as of and for each of the three completed fiscal years ending in May 2010, May 2011 and May 2012 cash flows) (the “Annual Financial Statements,” and together with the Interim Financial Statementscollectively, the “Financial Statements”). (c, which are included as Schedule 2.4(a) Such of the Company Disclosure Letter. The Financial Statements were (i) are derived from and in accordance with the books and records of such Parent’s Groupthe Company, have been (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified, (iv) are true, correct and complete and (v) were prepared in accordance with GAAP and present fairly the accounting principles defined in all material respects the financial position and results of operations of French plan comptable general (règlement CRC 99-03) (the Business of the Contributed Subsidiaries as at the dates and “Accounting Principles”), except for the periods presented (subject to normal and recurring adjustments, which are not material, individually or absence of footnotes in the aggregate)unaudited Financial Statements, applied on a consistent basis throughout the periods involved. (db) Since the end of the fiscal year ending in May 2012, except as and to the extent set forth in such Financial Statements, there have been The Company has no Liabilities incurred by the Business of such Contributed Subsidiaries that would be required to be reflected on a balance sheet or in the notes thereto prepared in accordance with GAAP, except for any nature other than (i) Liabilities incurred since the end of the most recently completed fiscal year of such Parent those set forth or adequately provided for in the Ordinary Course balance sheet included in the Financial Statements (the “Company Balance Sheet”) as of BusinessDecember 31, 2013 (the “Company Balance Sheet Date”), (ii) Liabilities those incurred in the conduct of the Company’s business since the Company Balance Sheet Date in the ordinary course consistent with past practice that would not reasonably be expected to beare of the type that ordinarily recur and, individually or in the aggregate, materially adverse to such Contributed Subsidiary’s Businessare not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law and (iii) employee related those incurred by the Company in connection with the execution of this Agreement. Except for Liabilities addressed reflected in the Employee Matters AgreementFinancial Statements, the Company has no off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with the Accounting Principles consistently applied and are adequate. Without limiting the generality of the foregoing, the Company has never guaranteed any debt or other obligation of any other Person. (c) Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Debt, including, for each item of Company Debt, the agreement governing the Company Debt and the interest rate, maturity date, any assets securing such Company Debt and any prepayment or other penalties payable in connection with the repayment of such Company Debt at the Closing. (d) Schedule 2.4(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) Except as required or expressly permitted by this Agreement, since the end The accounts receivable of the fiscal year ending Company (the “Accounts Receivable”) as reflected on the Company Balance Sheet and as will be reflected in May 2012the Company Closing Financial Certificate arose in the ordinary course of business consistent with past practice and represent bona fide claims against debtors for sales and other charges, no eventand have been collected or are collectible in the book amounts thereof within 120 days following the Agreement Date, occurrence or condition has occurred which has been or would reasonably be expected to be, individually less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet or in the aggregateCompany Closing Financial Certificate, materially adverse as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in accordance with the Accounting Principles consistently applied and in accordance with the Company’s past practice and are sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. The Accounts Receivable arising after the Company Balance Sheet Date and before the Closing Date (i) arose or shall arise in the ordinary course of business consistent with past practice, (ii) represented or shall represent bona fide claims against debtors for sales and other charges and (iii) have been collected or are collectible in the book amounts thereof within 120 days following the Agreement Date, less allowances for doubtful accounts and warranty returns determined in accordance with the Accounting Principles consistently applied and the Company’s past practice that are or shall be sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. None of the Accounts Receivable is subject to any claim of offset, recoupment, set-off or counter-claim and, to the Business knowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of Accounts Receivable is contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance on any Accounts Receivable, and no agreement for deduction or discount has been made with respect to any such Accounts Receivable. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Agreement Date, an aging of the Accounts Receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Agreement Date, such amounts of Accounts Receivable that are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such Contributed Subsidiariesclaims. (f) 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 are being executed and made only in accordance with appropriate authorizations of management, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with the Accounting Principles and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company and (iv) that the amount recorded for assets on the books and records of the Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Company, the Company’s independent auditors and, to the knowledge of the Company, any current or former employee, consultant or officer of the Company, has identified or been made aware of any fraud, whether or not material, that involves Company’s management or other current or former employees, consultants directors of Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. None of the Company and, to the knowledge of the Company, any Representative of the Company has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, 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’s financial statements. No attorney representing the Company, whether or not employed by the Company, has reported to any officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or its Representatives. There are no significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data. (g) Since the Company Balance Sheet Date, (i) the Company has conducted the Business only in the ordinary course of business consistent with past practice, (ii) there has not occurred any event that is material and adverse with respect to the Company and (iii) the Company has not done, caused or permitted any action that would constitute a breach of Section 5.2 if such action were taken by the Company, without the written consent of Acquirer, between the Agreement Date and the earlier of the termination of this Agreement and the Closing.