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

Financial Statements; No Undisclosed Liabilities. (a) Copies of the unaudited combined balance sheet of the Business as at December 31, 2014 (the “Balance Sheet”) and the related unaudited combined statement of results of operations of the Business for the 12-month period ended December 31, 2014 (collectively referred to as the “Combined Pro-Forma Financial Statements”) have been made available to the Buyer in the virtual data room. The Combined Pro-Forma Financial Statements have been properly extracted from the business records of the Veyance Technologies consolidated group and are consistent with the books and records of the Sellers and the SLP Subsidiary (subject to the application of estimates and assumptions required to present the Business on a stand-alone basis). The consolidated financial statements of the Veyance Technologies group were prepared in accordance with the accounting policies and procedures of Veyance Technologies, which accounting policies and procedures are in accordance with GAAP consistently applied throughout the periods covered thereby. The Sellers and the SLP Subsidiary have utilized good faith estimates and assumptions in preparing the stand-alone carve-out financial statements represented by the Combined Pro-Forma Financial Statements, which Combined Pro-Forma Financial Statements fairly present in all material respects the financial condition and results of operations of the Business as of the date hereof and for the periods covered thereby. (b) There are no Liabilities of the Business (whether known or unknown and whether absolute, contingent or otherwise) other than Liabilities (i) fully reflected or reserved against on the Combined Pro-Forma Financial Statements, (ii) that were incurred since the date of the Balance Sheet in the ordinary course of operation of the Business consistent with past practices (other than Liabilities for breaches, defaults, or nonperformance of contracts, violations of Law, torts or infringements), (iii) for Taxes, or (iv) as disclosed in Schedule 3.5(b) of the Disclosure Schedules.

Financial Statements; No Undisclosed Liabilities. (a) Copies of the unaudited combined balance sheet of the Business as at December 31, 2014 (the “Balance Sheet”) and the related unaudited combined statement of results of operations of the Business for the 12-month period ended December 31, 2014 (collectively referred to as the “Combined Pro-Forma Financial Statements”) have been made available to the Buyer in the virtual data room. The Combined Pro-Forma Financial Statements have been properly extracted from the business records of the Veyance Technologies consolidated group and are consistent with the books and records of the Sellers and the SLP Subsidiary (subject to the application of estimates and assumptions required to present the Business on a stand-alone basis). The consolidated financial statements of the Veyance Technologies group were prepared Company included in accordance the Company SEC Documents (i) comply as to form in all material respects with all applicable requirements of the accounting policies Securities Act and procedures of Veyance Technologiesthe Exchange Act, which accounting policies and procedures (ii) are in accordance conformity with GAAP consistently United States generally accepted accounting principles ("GAAP"), applied throughout on a consistent basis (except in the case of unaudited statements, as permitted by Form 10-Q of the SEC) during the periods covered thereby. The Sellers involved (except as may be indicated in the related notes and the SLP Subsidiary have utilized good faith estimates schedules thereto) and assumptions in preparing the stand-alone carve-out financial statements represented by the Combined Pro-Forma Financial Statements, which Combined Pro-Forma Financial Statements (iii) fairly present in all material respects the consolidated financial condition and results of operations position of the Business Company and its consolidated Subsidiaries as of the date hereof dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby. then ended (b) There are no Liabilities subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in Schedule 4.8 of the Business Company Disclosure Schedule and except as set forth in the Company SEC Documents filed and publicly available prior to the date of this Agreement, and except for liabilities and obligations incurred in the ordinary course of business consistent with past practices since the date of the most recent consolidated balance sheet included in the Company SEC Documents filed and publicly available prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether known or unknown and whether 9 14 accrued, absolute, contingent or otherwise) other than Liabilities (i) fully reflected or reserved against required by GAAP to be set forth on the Combined Pro-Forma Financial Statements, (ii) that were incurred since the date a consolidated balance sheet of the Balance Sheet Company and its consolidated Subsidiaries or in the ordinary course of operation notes thereto. To the knowledge of the Business consistent with past practices (other than Liabilities for breaches, defaults, or nonperformance of contracts, violations of Law, torts or infringements), (iii) for Taxes, or (iv) as disclosed in Schedule 3.5(b) Company the books and records of the Disclosure SchedulesCompany and its Subsidiaries have been, and are being, maintained, in all material respects, in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; No Undisclosed Liabilities. (a) Copies of the unaudited combined balance sheet of the Business as at December 31, 2014 (the “Balance Sheet”) and the related unaudited combined statement of results of operations of the Business for the 12-month period ended December 31, 2014 (collectively referred to as the “Combined Pro-Forma Financial Statements”) have been made available to the Buyer in the virtual data room. The Combined Pro-Forma Financial Statements have been properly extracted from the business records of the Veyance Technologies consolidated group and are consistent with the books and records of the Sellers and the SLP Subsidiary (subject to the application of estimates and assumptions required to present the Business on a stand-alone basis). The consolidated financial statements of the Veyance Technologies group were prepared Company included in accordance the Company SEC Documents (i) comply as to form in all material respects with all applicable requirements of the accounting policies Securities Act and procedures of Veyance Technologiesthe Exchange Act, which accounting policies and procedures (ii) are in accordance conformity with GAAP consistently United States generally accepted accounting principles ("GAAP"), applied throughout on a consistent basis (except in the case of unaudited statements, as permitted by Form 10-Q of the SEC) during the periods covered thereby. The Sellers involved (except as may be indicated in the related notes and the SLP Subsidiary have utilized good faith estimates schedules thereto) and assumptions in preparing the stand-alone carve-out financial statements represented by the Combined Pro-Forma Financial Statements, which Combined Pro-Forma Financial Statements (iii) fairly present in all material respects the consolidated financial condition and results of operations position of the Business Company and its consolidated Subsidiaries as of the date hereof dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby. then ended (b) There are no Liabilities subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in Schedule 4.8 of the Business Company Disclosure Schedule and except as set forth in the Company SEC Documents filed and publicly available prior to the date of this Agreement, and except for liabilities and obligations incurred in the ordinary course of business consistent with past practices since the date of the most recent consolidated balance sheet included in the Company SEC Documents filed and publicly available prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) other than Liabilities (i) fully reflected or reserved against required by GAAP to be set forth on the Combined Pro-Forma Financial Statements, (ii) that were incurred since the date a consolidated balance sheet of the Balance Sheet Company and its consolidated Subsidiaries or in the ordinary course of operation notes thereto. To the knowledge of the Business consistent with past practices (other than Liabilities for breaches, defaults, or nonperformance of contracts, violations of Law, torts or infringements), (iii) for Taxes, or (iv) as disclosed in Schedule 3.5(b) Company the books and records of the Disclosure SchedulesCompany and its Subsidiaries have been, and are being, maintained, in all material respects, in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; No Undisclosed Liabilities. (a) Copies True and complete copies of the unaudited combined audited consolidated balance sheet sheets of the Business Seller and its Subsidiaries as at December 31, 2014 (the “Balance Sheet”) 2004, together with consolidated statements of income and the related unaudited combined statement of results of operations of the Business cash flows for the 12-month period fiscal year ended December 31, 2014 2004 and audited consolidated balance sheet and statements of income and cash flows of Seller as of and for the nine months ended September 30, 2005 (collectively referred to as “Most Recent Fiscal Month End”) are included in the Company Disclosure Schedule, in each case together with an unqualified report thereon by an independent certified public accounting firm (the “Combined Pro-Forma Financial Statements”) have been made available to the Buyer in the virtual data room). The Combined Pro-Forma Financial Statements have been properly extracted from the business records of the Veyance Technologies consolidated group and are consistent with the books and records of the Sellers and the SLP Subsidiary (subject to the application of estimates and assumptions required to present the Business on a stand-alone basis). The consolidated financial statements of the Veyance Technologies group were prepared in accordance with the accounting policies and procedures of Veyance Technologies, which accounting policies and procedures are in accordance with GAAP consistently applied on a consistent basis throughout the periods covered thereby. The Sellers thereby and the SLP Subsidiary have utilized good faith estimates and assumptions in preparing the stand-alone carve-out financial statements represented by the Combined Pro-Forma Financial Statements, which Combined Pro-Forma Financial Statements fairly present in all material respects the financial condition and results of operations of the Business Seller and its Subsidiaries as of the date hereof respective dates thereof and for the respective periods covered therebyindicated. (b) There are Except as and to the amount disclosed in the Company Disclosure Schedule, the Company has no Liabilities of material Liabilities, individually or in the Business (whether known or unknown and whether absoluteaggregate, contingent or otherwise) other than Liabilities except for (i) fully reflected those Liabilities accrued or reserved against disclosed on the Combined Pro-Forma Financial Statementsface of the balance sheet as of September 30, 2005, (ii) that were Liabilities incurred since the date of the Balance Sheet September 30, 2005 in the ordinary course of operation of the Business business consistent with past practices practice, and (iii) Liabilities under Contracts which, in accordance with GAAP, are not required to be disclosed in the Financial Statements (none of which arise out of a breach of any such Contract). (c) The Company Disclosure Schedule sets forth a list of all notes, bonds, indentures and other instruments and agreements evidencing, creating or otherwise relating to Company Debt, including the outstanding principal amount (other than Liabilities for breaches, defaults, or nonperformance of contracts, violations of Law, torts or infringementsany increases permitted under Section 6.2(f)), (iii) for Taxesinterest rate as in effect between the Balance Sheet Date and the Closing Date and payment schedule of principal and interest thereon. The Company has delivered to the Buyer true, or (iv) as disclosed in Schedule 3.5(b) correct and complete copies of the Credit Agreement, Second Amended and Restated Subordinated Note Agreement and Senior Secured Subordinated Note Agreement. Other than amounts accrued on the balance sheet for the Most Recent Fiscal Month End or as set forth on the Company Disclosure SchedulesSchedule, the Company will not be required to pay any prepayment penalty, fee or amount other than principal and accrued interest thereon (other than default interest) at Closing to extinguish the Company Debt in full.