Common use of Financial Statements; No Undisclosed Liabilities; Accounts Receivable Clause in Contracts

Financial Statements; No Undisclosed Liabilities; Accounts Receivable. (a) Section 4.4(a) of the Seller’s Disclosure Schedule sets forth true and complete copies of the audited consolidated balance sheet of the Company as at December 31, 2013 (the “Balance Sheet”) December 31, 2012, and the related audited consolidated statements of income, changes in shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”), the unaudited consolidated balance sheet of the Company as at May 31, 2014, and the related consolidated statements of income, changes in shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), and a pro forma balance sheet of the Company as at May 31, 2014 reflecting the transactions contemplated hereby (the “Purchased Balance Sheet”). Each of the Financial Statements, the Interim Financial Statements and the Purchased Balance Sheet (i) has been prepared based on the Books and Records of the Company and its Subsidiaries, (ii) has been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated and (iii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, subject, in the case of the Interim Financial Statements and Purchased Balance Sheet, to normal recurring year‑end audit adjustments and the absence of notes, in each case the effect of which, individually or in the aggregate, would not reasonably be expected to be material to the Company. The Company maintains a standard system of accounting and internal controls established and administered in accordance with GAAP. (b) Except as set forth on Section 4.4(b) of the Seller’s Disclosure Schedule, neither the Company nor any of its Subsidiaries has any Liabilities except those which (i) are adequately reflected or reserved against in the Balance Sheet, (ii) have been incurred in the ordinary course of business consistent with past practice since December 31, 2013 and (iii) are not, individually or in the aggregate, material in amount.

Financial Statements; No Undisclosed Liabilities; Accounts Receivable. (a) Section 4.4(a) of the Seller’s Disclosure Schedule sets forth true and complete copies of the audited consolidated balance sheet The financial statements of the Company as at December 31, 2013 included or incorporated by reference in the Company SEC Documents (the “Balance Sheet”"Company Financial Statements") December 31comply, 2012as of their respective dates, as to form in all material respects with applicable accounting requirements and with the related audited consolidated statements of income, changes in shareholders’ equity published rules and cash flows regulations of the Company, together SEC with all related notes and schedules respect thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”), the unaudited consolidated balance sheet of the Company as at May 31, 2014, and the related consolidated statements of income, changes in shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), and a pro forma balance sheet of the Company as at May 31, 2014 reflecting the transactions contemplated hereby (the “Purchased Balance Sheet”). Each of the Financial Statements, the Interim Financial Statements and the Purchased Balance Sheet (i) has been prepared based on the Books and Records of the Company and its Subsidiaries, (ii) has have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto with respect to audited statements or, in the case of the unaudited statements, as permitted by Form 10-QSB of the SEC) and (iii) fairly presents, present in all material respects, the financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, respects (subject, in the case of the Interim Financial Statements unaudited statements, to normal, recurring year-end audit adjustments) the consolidated financial position of the Company and Purchased Balance Sheetits consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal recurring year‑end year-end audit adjustments and the absence adjustments, none of notes, in each case the effect of whichwhich would, individually or in the aggregate, would not be reasonably be expected likely to be material to have a Material Adverse Effect on the CompanyCompany and its consolidated Subsidiaries, taken as a whole). The Company maintains a standard system of accounting and internal controls established and administered in accordance with GAAP. (b) Except as set forth on Section 4.4(b) of the Seller’s Disclosure ScheduleSince December 31, 1997, neither the Company nor any of its Subsidiaries has incurred any Liabilities except those which liabilities or obligations of any nature, whether or not accrued, absolute, contingent or otherwise, other than liabilities (i) are adequately reflected disclosed in Schedule 5.14 or reserved against in the Balance SheetCompany SEC Documents filed prior to the date of this Agreement (complete, true and correct copies of all of which have been furnished to the Purchasers), (ii) adequately provided for in the Company Financial Statements or disclosed in any related notes thereto (complete, true and correct copies of all of which have been furnished to the Purchasers), (iii) not required under GAAP to be reflected in the Company's financial statements or disclosed in any related notes thereto, (iv) incurred in connection with this Agreement, or (v) incurred after December 31, 1997 in the ordinary course of business consistent with the Company's past practices and which would not have a Material Adverse Effect on the Company and its consolidated Subsidiaries, taken as a whole. (b) All accounts receivable as shown on the Company Financial Statements or on the accounting records of the Company as of the date hereof are valid, genuine and subsisting, have arisen in the ordinary course of business from customers believed to be commercially responsible, and the reserves shown on the Company Financial Statements are adequate and calculated consistent with past practice since December 31, 2013 and (iii) are not, individually or in the aggregate, material in amountconsistent with GAAP.

Financial Statements; No Undisclosed Liabilities; Accounts Receivable. (a) Attached as Section 4.4(a2.6(a) of the Seller’s Disclosure Schedule sets forth true and complete copies is an unaudited balance sheet as of June 30, 2023 of the audited consolidated balance sheet of the Company as at December 31, 2013 Business (the “Balance Sheet”) December 31, 2012, and the related audited consolidated statements of income, changes in shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”), the unaudited consolidated balance sheet of the Company as at May 31, 2014, and the related consolidated statements of income, changes in shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), and a pro forma balance sheet of the Company as at May 31, 2014 reflecting the transactions contemplated hereby (the “Purchased Balance Sheet”). Each of the Financial Statements, the Interim Financial Statements and the Purchased The Balance Sheet (i) has been prepared based on the Books in good faith and Records of the Company and its Subsidiaries, (ii) has been prepared in accordance with United States generally accepted Parent’s regular accounting principles (“GAAP”) policies, practices and methodologies applied on a consistent basis throughout for the periods indicated purposes of this Agreement based on the books and records of Parent and its Affiliates and (ii) does not materially misstate the financial position of the Business as of the date thereof. Notwithstanding the foregoing, the Balance Sheet and the representations and warranties in this Section 2.6(a) are qualified by the fact that (i) the Business has not operated on a separate standalone basis and historically has not been separately reported within Parent’s and its Affiliates’ consolidated financial statements, (ii) the Balance Sheet was prepared solely for purposes of this Agreement and does not include all of the assets necessary for the Business to operate as a separate standalone business or entity, (iii) fairly presents, in all material respects, the Balance Sheet is not necessarily indicative of what the financial position, results of operations and cash flows position of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, subject, Business will be in the case future and (iv) the Balance Sheet may be subject to the absence of any normal and recurring year-end adjustments. (b) The Acquired Company does not have any Liabilities except Liabilities (i) reflected on the face of the Interim Financial Statements and Purchased Balance Sheet, to normal recurring year‑end audit adjustments (ii) incurred since the date of the Balance Sheet in the Ordinary Course of Business, (iii) constituting Outstanding Transaction Expenses and included in the absence calculation of notesthe Purchase Price, in each case the effect of which(iv) for performance obligations under executory contracts or (v) that would not, individually or in the aggregate, would not reasonably be expected to be material to the Company. Business, taken as a whole. (c) The Company maintains a standard system commissions receivable reflected on the Balance Sheet and commissions receivable arising subsequent to the date of accounting the Balance Sheet and internal controls established and administered prior to the Closing Date (excluding, however, any such receivables that have already been collected prior to the date hereof) represent arm’s length transactions carried out in accordance with GAAP. (b) Except as set forth on Section 4.4(b) of the Seller’s Disclosure Schedule, neither the Company nor any of its Subsidiaries has any Liabilities except those which (i) are adequately reflected or reserved against applicable laws in the Balance Sheet, (ii) have been incurred in the ordinary course Ordinary Course of business consistent with past practice since December 31, 2013 and (iii) are not, individually or in the aggregate, material in amountBusiness.

Financial Statements; No Undisclosed Liabilities; Accounts Receivable. (a) Section 4.4(aSchedule 3.5(a) of the Seller’s Disclosure Schedule sets forth true and complete contains copies of the following financial statements (collectively, the “Financial Statements”): (i) an audited consolidated balance sheet of the Company URHT Inc. as at of December 31, 2013 (the “Balance Sheet”) December 31, 20122005, and the related audited consolidated statements of income, changes in shareholdersstockholders’ equity equity, and cash flows of flow for URHT Inc. for the Companyfiscal year then ended, together with all related the notes thereto and schedules thereto, accompanied by the reports report thereon of the CompanyURHT Inc.’s independent auditors certified public accountants, Ernst & Young LLP; (collectively referred to as the “Financial Statements”), the unaudited consolidated ii) an audited balance sheet of the Company URHT LP as at May of December 31, 20142005, and statements of income, partners’ capital, and cash flow for URHT LP for the related consolidated fiscal year then ended, together with the notes thereto and the report thereon of URHT LP’s independent certified public accountants, Ernst & Young LLP and (iii) an unaudited balance sheet (collectively, the “Interim Balance Sheet”) of each of the Companies as of October 31, 2006, and statements of income, changes in shareholders’ equity owner’s equity, and cash flows of flow for the Company, together with all related notes and schedules thereto (collectively referred to 10-month period then ended. Except as the “Interim Financial Statements”Previously Disclosed on Schedule 3.5(a), and a pro forma balance sheet of the Company as at May 31, 2014 reflecting the transactions contemplated hereby (the “Purchased Balance Sheet”). Each each of the Financial StatementsStatements (including in all cases, for the avoidance of doubt, the Interim Financial Statements notes thereto, if any) is accurate and the Purchased Balance Sheet (i) has been prepared based on the Books and Records of the Company and its Subsidiaries, (ii) has been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated and (iii) fairly presents, complete in all material respects, is consistent with the books and records of the applicable Company or both Companies in all material respects, as applicable, presents fairly in all material respects the financial position, condition and results of operations and cash flows of the respective Company or both Companies, as applicable, as of and its Subsidiaries as at the for their respective dates thereof and for the respective periods indicated thereinperiods, subjectand has been prepared in accordance with GAAP, consistently applied, subject in the case of the Interim Financial Statements and Purchased Balance Sheet, Sheet to changes resulting from normal year-end adjustments for recurring year‑end audit adjustments and the absence accruals (none of notes, in each case the effect of which, which shall be material individually or in the aggregate, would not reasonably be expected to be material ) and to the Companyabsence of footnote disclosure. The Company maintains a standard system Financial Statements accurately reflect in all material respects the percentage of accounting and internal controls established and administered completion in accordance with GAAPGAAP of the customer Contracts in the aggregate. (b) Except for individual Liabilities up to, but not in excess of, $100,000, Ordinary Course Items or as set forth Previously Disclosed on Section 4.4(b) Schedule 3.5(b), to the Knowledge of the Seller’s Disclosure Schedule, neither the Company nor any of its Subsidiaries has any Liabilities Liability except those which for (i) Liabilities under executory Contracts that are adequately reflected either Previously Disclosed on Schedule 3.12(a) or reserved against in the Balance Sheetare not required to be listed thereon (but not Liabilities for breaches thereof), (ii) have been Liabilities to the extent accrued or reserved against on the Interim Balance Sheet (none of which is a Liability for violation of law, breach of contract, breach of warranty, tort or infringement or a claim or lawsuit or an environmental Liability), and (iii) Liabilities incurred in the ordinary course of business consistent with past practice since December 31the Interim Balance Sheet Date (none of which is a Liability for violation of law, 2013 and (iii) are notbreach of contract, individually breach of warranty, tort or in the aggregate, material in amountinfringement or a claim or lawsuit or an environmental Liability).

Financial Statements; No Undisclosed Liabilities; Accounts Receivable. (a) Section 4.4(a) of the Seller’s Disclosure Schedule sets forth true and complete copies of the audited consolidated balance sheet of the Company as at December 31, 2013 (the “Balance Sheet”) December 31, 2012, and the related audited consolidated statements of income, changes in shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”), the unaudited consolidated balance sheet of the Company as at May 31, 2014, and the related consolidated statements of income, changes in shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), and a pro forma balance sheet of the Company as at May 31, 2014 reflecting the transactions contemplated hereby (the “Purchased Balance Sheet”). Each of the Financial Statements, the Interim Financial Statements and the Purchased Balance Sheet (i) has been prepared based on the Books and Records of the Company and its Subsidiaries, (ii) has been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated and (iii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, subject, in the case of the Interim Financial Statements and Purchased Balance Sheet, to normal recurring year‑end year-end audit adjustments and the absence of notes, in each case the effect of which, individually or in the aggregate, would not reasonably be expected to be material to the Company. The Company maintains a standard system of accounting and internal controls established and administered in accordance with GAAP. (b) Except as set forth on Section 4.4(b) of the Seller’s Disclosure Schedule, neither the Company nor any of its Subsidiaries has any Liabilities except those which (i) are adequately reflected or reserved against in the Balance Sheet, (ii) have been incurred in the ordinary course of business consistent with past practice since December 31, 2013 and (iii) are not, individually or in the aggregate, material in amount.

Financial Statements; No Undisclosed Liabilities; Accounts Receivable. 5.13.1 Attached hereto as Schedule 5.13.1 are the following (ai) Section 4.4(a) of the Seller’s Disclosure Schedule sets forth true and complete copies of internally prepared financial statements for each Seller for the audited consolidated balance sheet of the Company as at fiscal years ended December 31, 2013 (the “Balance Sheet”) December 312020, 20122019, and the related audited consolidated statements of income2018, changes in shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”), ii) the unaudited consolidated balance sheet of financial statements for each Seller for the Company as at May 31period ending June 30, 2014, and the related consolidated statements of income, changes in shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto 2021 (collectively referred to as the “Interim Financial Statements”), (the financial statements referred to in clause (i) and a pro forma clause (ii) are referred to herein as the “Financial Statements”). The balance sheet of the Company Sellers dated as at May 31of June 30, 2014 reflecting the transactions contemplated hereby 2021 (the “Purchased Balance Sheet Date”) included in the Financial Statements is referred to herein as the “Current Balance Sheet”). Each .” The Financial Statements fairly present in all material respects the financial condition of the Financial Statements, Business as of the Interim respective dates indicated and the results of the operations of the Business for the periods indicated. The Financial Statements and the Purchased Balance Sheet (i) has been prepared based on the Books and Records of the Company and its Subsidiaries, (ii) has have been prepared in accordance with United States generally accepted the books and records of Sellers and the past financial accounting principles (“GAAP”) practices of Sellers consistently applied on a consistent basis throughout the periods indicated indicated. There are no special or nonrecurring items of income or expense during the periods covered by the Financial Statements prepared by Sellers or their independent accountants and (iii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, subject, balance sheets included in the case of the Interim Financial Statements and Purchased Balance Sheetdo not reflect any write up or revaluation increasing the book value of any assets. 5.13.2 No Seller has Liabilities, including but not limited to normal recurring year‑end audit adjustments and the absence any dealer Liabilities, chargeback Liabilities in connection with prepayments or repossessions regarding retail installment contracts, or obligations under any warranties, guarantees or coupons (e.g., free or discounted parts, tire rotations, oil changes, recreational vehicle washes or other repair or maintenance services) or Liabilities of notes, in each case the effect of which, individually or in the aggregate, would not reasonably be expected a type required to be material to the Company. The Company maintains reflected on a standard system of accounting and internal controls established and administered balance sheet prepared in accordance with GAAP. (b) Except as set forth on Section 4.4(b) of the Seller’s Disclosure Schedule, neither the Company nor any of its Subsidiaries has any Liabilities except those which except: (i) those which are adequately reflected or reserved against in the Balance Sheet, Sheet as of the Balance Sheet Date; and (ii) have been Liabilities incurred in the ordinary course of business consistent with past practice since December 31the date of the Current Balance Sheet, 2013 and (iii) are not, individually or all of which will be accounted for in the aggregatecalculation of Net Working Capital. 5.13.3 All Accounts Receivable, material to the extent uncollected on the Closing Date, will have arisen from bona fide transactions in amountthe ordinary course of business and will represent valid, collectible obligations to Sellers. There are no refunds, discounts or other adjustments payable in respect of the Accounts Receivable. There are no defenses, right of set-off, assignments, restrictions, liens or other encumbrances enforceable by third parties with respect to any of the Accounts Receivable other than normal cash discounts accrued in the ordinary course of business consistent with past practice.