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

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true and complete copies of (i) the audited Financial Statements with respect to the Company as of and for the years ended December 31, 2014 and 2015 (the “Audited Financial Statements”), (ii) any management letters relating to the Audited Financial Statements received by the Company, any Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and (iii) unaudited Financial Statements as of and for the twelve (12) month period (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto in the case of Audited Financial Statements) have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby (except in the case of the unaudited financial statements, for the omission of footnotes and subject to year-end adjustments). All of the Company Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Company for the dates or periods indicated thereon applied on a consistent basis throughout the periods indicated (except for the absence of the footnotes and, with respect to the unaudited financial statements, year-end adjustments).

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true and complete copies of (i) Schedule 4.02(u)(i) sets forth the audited Financial Statements with respect to unaudited balance sheet of the Company as of June 30, 2012 and the related unaudited statements of operations and cash CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. flows for the years six (6) month period then ended December 31, 2014 and 2015 (the “Audited Interim Financial Statements”) and the audited balance sheets of the Company as of December 31 as of each of 2010 and 2011 (together with the Interim Financial Statements, the “Financial Statements”), (ii) any management letters relating to the Audited Financial Statements received by the Companyfairly present, any Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and (iii) unaudited Financial Statements as of and for the twelve (12) month period (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto in the case of Audited Financial Statements) have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby (except in the case of the unaudited financial statements, for the omission of footnotes and subject to year-end adjustments). All of the Company Financial Statements present fairly in all material respects respects, the financial conditionposition, results of operations and cash flows of the Company as of the respective dates or for the dates or respective periods indicated set forth therein, all in conformity with GAAP consistently applied except as otherwise noted therein, subject to any adjustments that may result from an audit thereon applied on a consistent basis throughout that have not been and will not be material in amount, and in the periods indicated (except for the absence case of the footnotes and, with respect Interim Financial Statements subject to the unaudited financial statements, normal and recurring year-end adjustments)adjustments that have not been and will not be material in amount. True and correct copies of the Financial Statements delivered to either Seller by the Company have been made available to Purchaser.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true True and complete copies of (i) the audited Financial Statements with respect to balance sheet of the Company as of and for the years ended at December 31, 2014 2015 and 2015 December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Audited Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), (iiare attached hereto as Section 3.7(a) any management letters relating to of the Audited Disclosure Schedule. Each of the Financial Statements received by and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, any Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and (iii) unaudited Financial Statements as of and for the twelve (12) month period (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto in the case of Audited Financial Statementsii) have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby (except in the case of the unaudited financial statements, for the omission of footnotes and subject to year-end adjustments). All of the Company Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Company for the dates or periods indicated thereon Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the absence Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the footnotes andCompany as at the respective dates thereof and for the respective periods indicated therein, with respect except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to the unaudited financial statements, normal and recurring year-end adjustments)adjustments that will not, individually or in the aggregate, be material.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true and complete copies financial statements of (i) the audited Financial Statements with respect to the Company as of and for included or incorporated by reference in the years ended December 31, 2014 and 2015 Company SEC Documents (the “Audited Financial Statements”), (ii) any management letters relating to the Audited Financial Statements received by the Company, any Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and (iii) unaudited Financial Statements as of and for the twelve (12) month period (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “"Company Financial Statements”). The Company Financial Statements (including the notes thereto in the case of Audited Financial Statements") have been prepared in accordance with GAAP, GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the case of the unaudited financial statements, for the omission of footnotes notes thereto) and subject to year-end adjustments). All of the Company Financial Statements fairly present fairly in all material respects the consolidated financial condition, position of the Company and the consolidated Subsidiaries of the Company as at the dates thereof and the consolidated results of their operations and cash flows of the Company for the dates or periods indicated thereon applied on a consistent basis throughout then ended (subject, in the periods indicated (except for the absence case of the footnotes and, with respect to the any unaudited interim financial statements, to normal year-end adjustmentsadjustments and any other adjustments described therein). Since December 31, 1997, neither the Company nor any of the Company's Subsidiaries has incurred any liabilities or obligations of any nature, whether or not accrued, absolute, contingent or otherwise, that would have a Material Adverse Effect, other than liabilities (i) disclosed in press releases set forth on Schedule 5.10, Schedule 5.10 or the Company SEC Documents filed prior to the date of this Agreement (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 (all of which have been furnished to the Purchasers), (iii) not required under GAAP to be reflected in the Company Financial Statements, or disclosed in any related notes thereto, (iv) incurred in connection with the Permanent Financing, this Agreement or the other Transaction Documents, or (v) incurred in the ordinary course of business.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true True and complete copies of (i) the audited Financial Statements with respect to consolidated balance sheet of the Company and its Subsidiaries as of and for the years ended at December 31, 2014 2012 and 2015 the related audited consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the “Audited Financial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at June 30, 2013, and the related consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), (iiare attached hereto as Schedule 3.6(a) any management letters relating to of the Audited Disclosure Schedules. Each of the Financial Statements received by and the Company, any Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and (iii) unaudited Financial Statements as of and for the twelve (12) month period (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto in the case of Audited Financial Statementsi) have been prepared in all material respects in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby (except in the case of the unaudited financial statements, for the omission of footnotes books and subject to year-end adjustments). All records of the Company Financial Statements present fairly and its Subsidiaries; (ii) have been prepared in all material respects the financial condition, results of operations and cash flows of the Company for the dates or periods indicated thereon in accordance with GAAP applied on a consistent basis throughout the periods indicated (except for as may be indicated in the absence notes thereto and except for, in the case of the footnotes andInterim Financial Statements, with respect to the unaudited financial statements, omission of notes or normal year-end audit adjustments); and (iii) fairly present, in all material respects, the consolidated 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, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal year-end audit adjustments.

Financial Statements; No Undisclosed Liabilities. (a) The Section 4.4(a) of the Company has delivered to the Buyer true and complete copies of Disclosure Schedule sets forth (i) the Seller’s audited Financial Statements with respect to the Company consolidated balance sheet as of December 31, 2017 (the “Latest Audited Balance Sheet”) and December 31, 2016, and related audited consolidated statements of operations, comprehensive income, changes in members’ equity and cash flows for the fiscal years ended December 31, 2014 2017 and 2015 December 31, 2016 of Seller and its Subsidiaries (all such financial statements, the “Audited Financial Statements”), ) and (ii) any management letters relating to the Audited Financial Statements received by the Company, any Seller or any of such Seller’s Affiliates from the auditorsunaudited condensed consolidated balance sheet as of March 31, 2018, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial related unaudited condensed consolidated statements (collectively, the “Management Letters”), of operations and (iii) unaudited Financial Statements as of comprehensive income and cash flows for the twelve (12) month period three months ended March 31, 2018 (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements and Interim Financial Statements each present fairly, in all material respects and in conformity with GAAP, the consolidated financial position, cash flows and results of operations of the Company and its Subsidiaries (including taken as a whole) as of the notes thereto in times and for the case of Audited Financial Statements) have been periods referred to therein and were prepared in accordance with GAAPGAAP (except, applied on a consistent basis throughout the periods covered thereby (except in the case of the unaudited financial statementsInterim Financial Statements, for the omission of footnotes and subject to normal and recurring year-end adjustments, the effect of which would not be material). All accounts and notes receivable and other receivables arising from or otherwise relating to the business of the Company Financial Statements present fairly and its Subsidiaries as of the Closing Date are valid, genuine and fully collectible in the aggregate amount thereof, in all material respects the financial condition, results of operations and cash flows of the Company for the dates or periods indicated thereon applied on a consistent basis throughout the periods indicated (except for the absence of the footnotes and, with respect to the unaudited financial statements, year-end adjustments)respects.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true True and complete copies of (i) the audited Financial Statements with respect to consolidated balance sheet of the Company Companies and their respective Subsidiaries as of and for the years ended at December 31, 2014 2018, and 2015 the related, audited consolidated statements of income, retained earnings, stockholders’ equity and changes in financial positions of the Companies and their respective Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of the Companies’ independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Companies and their respective Subsidiaries as at December 31, 2019 (the “Audited Balance Sheet”), and the related consolidated statements of profits and losses (collectively referred to as the “Interim Financial Statements”), (iiare attached as Section 3.6(a) any management letters relating to of the Audited Disclosure Schedules. Each of the Financial Statements received by and the Company, any Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and (iii) unaudited Financial Statements as of and for the twelve (12) month period (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including i) are correct and complete in all material respects and have been prepared in accordance with the notes thereto in books and records of the case of Audited Financial StatementsCompanies and their respective Subsidiaries; (ii) have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby (except in the case of the unaudited financial statements, for the omission of footnotes and subject to year-end adjustments). All of the Company Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Company for the dates or periods indicated thereon GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects (or in the case of the English Companies, present a “true and fair view” (such term as used in the UK Companies Xxx 0000, as amended) of) the consolidated financial position, results of operations and cash flows of the Companies and their respective Subsidiaries as at the respective dates thereof and for the absence respective periods indicated therein, except as otherwise noted therein and subject, in the case of the footnotes andInterim Financial Statements, with respect to the unaudited financial statements, normal and recurring year-end adjustments)adjustments that will not, individually or in the aggregate, be material.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true True, complete and complete correct copies of (i) the audited Financial Statements with respect to unaudited consolidated balance sheet of the Company Tenet Contributed Business as of and for the years ended at December 31, 2014 and 2015 the related unaudited consolidated statement of income of the Tenet Contributed Business (collectively referred to as the “Audited Tenet Financial Statements”)) and the unaudited consolidated statement of income of the Tenet Contributed Business for the two-month period ended February 28, 2015 (iicollective referred to as the “Tenet Interim Financial Statements”) any management letters relating to are attached hereto as Schedule 5.5(a) of the Audited Tenet Disclosure Schedules. Each of the Tenet Financial Statements received by fairly present, in all material respects, the Companyconsolidated financial position and results of operations of the Tenet Contributed Business as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein. From December 31, 2014 until the date of this Agreement, there has been no material change in any Seller accounting policies, principles, methods or practices, including any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses change with respect to the Company and/or such financial statements reserves (collectivelywhether with respect to bad debts, the “Management Letters”contingent liabilities or otherwise), and (iii) unaudited Financial Statements of the Tenet Contributed Business, except as required by GAAP, or as would not, individually or in the aggregate, have a Tenet Material Adverse Effect. Each of and for the twelve (12) month period (the “Tenet Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto in the case of Audited Financial Statementsi) have been prepared in accordance with GAAPgood faith by or under the direction of management of Tenet and are derived from the books and records of Tenet, applied on a consistent which books and records are the basis throughout the periods covered thereby (except in the case of the unaudited audited consolidated financial statements, for the omission statements of footnotes Tenet and subject to year-end adjustments). All of the Company Financial Statements (ii) fairly present fairly in all material respects the financial condition, condition and results of operations and cash flows of the Company Tenet Contributed Business as of the respective dates thereof and for the dates or periods indicated thereon applied on a consistent basis throughout the periods indicated therein, in each case of (i) and (ii), except for as would not, individually or in the absence of the footnotes andaggregate, with respect to the unaudited financial statements, year-end adjustments)have a Tenet Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered Sellers have made available to Purchaser prior to the Buyer true and complete date hereof copies of (i) the Acquired Companies’ audited Financial Statements with respect to consolidated financial statements consisting of the Company consolidated balance sheet of the Acquired Companies as of December 31 in each of the years 2016, 2017 and 2018 and the related consolidated statements of comprehensive income (loss), changes in stockholders’ equity and cash flows for the years then ended December 31, 2014 and 2015 (the “Audited Financial Statements”), (ii) any management letters relating to the Audited Financial Statements received by the Company, any Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such unaudited consolidated financial statements (collectively, consisting of the “Management Letters”), and (iii) unaudited Financial Statements consolidated balance sheet of the Acquired Companies as of March 31, 2019 and the related consolidated statements of income and cash flows for the twelve (12) three-month period then ended (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, Financial Statements” and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto in the case of Audited Financial Statements) have been prepared in accordance with GAAP, GAAP applied on a consistent basis throughout the periods covered thereby (except period involved, subject, in the case of the unaudited financial statementsInterim Financial Statements, for the omission of footnotes to normal and subject to recurring year-end adjustmentsadjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). All The Financial Statements are based on the books and records of the Company Financial Statements present Acquired Companies, and fairly present, in all material respects respects, the financial condition, condition of the Acquired Companies as of the respective dates they were prepared and the results of the operations and cash flows of the Company Acquired Companies for the dates or periods indicated thereon applied on indicated. The Acquired Companies maintain a consistent basis throughout the periods indicated (except for the absence standard system of the footnotes and, accounting established and administered in accordance with respect to the unaudited financial statements, year-end adjustments)GAAP.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true and complete copies of (i) the audited Financial Statements with respect to the Company as of and Acquirer its audited, consolidated financial statements for the years fiscal year ended December 31, 2014 2018, and 2015 its unaudited, consolidated financial statements for the six-month period ended June 30, 2018 (collectively, and together with, when available, the Closing Deliverable Financials, the “Audited Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company and the Subsidiaries, (ii) any management letters relating to fairly and accurately present, in all material respects, in accordance with GAAP, the Audited Financial Statements received by the Company, any Seller or any consolidated financial condition of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such and the Subsidiaries at the dates therein indicated and the consolidated results of operations and cash flows of the Company and the Subsidiaries for the periods therein specified (subject, in the case of unaudited interim period financial statements (collectivelystatements, to normal recurring year-end audit adjustments, none of which individually or in the “Management Letters”), aggregate are or will be material in amount) and (iii) unaudited Financial Statements as of and for the twelve (12) month period (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto were prepared in the case of Audited Financial Statements) have been prepared all material respects in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby (except in the case of the unaudited financial statementsinvolved, including, for the omission avoidance of footnotes and subject to year-end adjustments)doubt, footnote disclosures. All of In addition, the Company Financial Statements present fairly in all material respects has delivered to Acquirer its unaudited, consolidated financials for the financial conditionsix-month period ended June 30, results 2019 (including a balance sheet, statements of operations and statements of cash flows of flows) that have been produced in the Company for the dates or periods indicated thereon applied on a consistent basis throughout the periods indicated (except for the absence of the footnotes and, with respect to the unaudited financial statements, year-end adjustments)Company’s ordinary course monthly closing process.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true and complete copies financial statements of (i) the audited Financial Statements with respect to the Company as of and for included or incorporated by reference in the years ended December 31, 2014 and 2015 Company SEC Documents (the “Audited Financial Statements”), (ii) any management letters relating to the Audited Financial Statements received by the Company, any Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and (iii) unaudited Financial Statements as of and for the twelve (12) month period (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “"Company Financial Statements”). The Company Financial Statements (including the notes thereto in the case of Audited Financial Statements") have been prepared in accordance with GAAP, GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the case of the unaudited financial statements, for the omission of footnotes notes thereto) and subject to year-end adjustments). All of the Company Financial Statements fairly present fairly in all material respects the consolidated financial condition, position of the Company and the consolidated Subsidiaries of the Company as at the dates thereof and the consolidated results of their operations and cash flows of the Company for the dates or periods indicated thereon applied on a consistent basis throughout then ended (subject, in the periods indicated (except for the absence case of the footnotes and, with respect to the any unaudited interim financial statements, to normal year-end adjustmentsadjustments and any other adjustments described therein). Since September 30, 1998, neither the Company nor any of the Company's Subsidiaries has incurred any liabilities or obligations of any nature, whether or not accrued, absolute, contingent or otherwise, that would have a Material Adverse Effect, other than liabilities (i) disclosed on Schedule 5.10, or the Company SEC Documents filed prior to the date of this Agreement (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 (all of which have been furnished to the Purchasers), (iii) not required under GAAP to be reflected in the Company Financial Statements, or disclosed in any related notes thereto, (iv) incurred in connection with this Agreement or the other Transaction Documents, or (v) incurred in the ordinary course of business.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true and complete copies of (i) audited consolidated financial statements of the Company as at and for the fiscal years ended September 30, 2000 and 2001, together with all related schedules and notes and a draft copy of the audited consolidated financial statements of the Company as at and for the fiscal year ended September 30, 2002 (the "Financial Statements") and (ii) the unaudited financial statements of the Company as at and for the one (1) month period ended October 31, 2002, together will all related schedules and notes (the "Interim Financial Statements"). The balance sheets (including where applicable, the related notes and schedules) included in the Financial Statements with respect to fairly present the financial position of the Company as of the date thereof, and for the years ended December 31, 2014 and 2015 statements of income (the “Audited Financial Statements”or statements of results of operations), (ii) any management letters relating to the Audited Financial Statements received by the Company, any Seller or any of such Seller’s Affiliates from the auditors, stockholders' equity and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and (iii) unaudited Financial Statements as of and for the twelve (12) month period (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements cash flows (including the related notes thereto and schedules) included in the Financial Statements fairly present the results of operations, stockholders' equity, and retained earnings and cash flows, as the case may be, of Audited Financial Statements) have been prepared the Company for the periods or as of the dates, as the case may be, set forth therein, in each case in accordance with GAAP, consistently applied on a consistent basis throughout by the periods covered thereby (Company, except in the case of the unaudited financial statementsInterim Financial Statements, for the omission of footnotes footnote information and subject to normal year-end adjustments)audit adjustments consistent with prior years. All The Financial Statements reflect the consistent application of accounting principles throughout the periods involved, except as disclosed in the notes of such Financial Statements. The balance sheets (including, where applicable, the related notes and schedules) included in the Financial Statements fairly present the financial position of the Company Financial Statements present fairly in accordance with GAAP consistently applied by the Company as of the date thereof in all material respects respects, and the financial conditionconsolidated statements of operations, results consolidated statements of operations stockholders' equity and cash flows (including the related notes and schedules) included in the Financial Statements fairly present the results of operations, stockholders' equity, and retained earnings and cash flows, as the case may be, of the Company for the dates or periods indicated thereon in accordance with GAAP consistently applied on a consistent basis throughout by the periods indicated (Company, except for as stated therein or, where applicable, in the absence of the footnotes and, with respect notes to the unaudited financial statements, year-end adjustments)Financial Statements.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true and complete copies of Set forth on Schedule 3.7(a) are: (i) the audited Financial Statements with respect to consolidated balance sheets of the Company and Deluxe as of December 31, 2021 and 2022; (ii) the related audited consolidated statements of operation for the years ended December 31, 2014 2021 and 2015 (the “Audited Financial Statements”), (ii) any management letters relating to the Audited Financial Statements received by the Company, any Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and 2022; (iii) unaudited Financial Statements as the related audited consolidated statements of and cash flows for the twelve years ended December 31, 2021 and 2022; (12iv) month period an unaudited balance sheet of the Company for the nine months ended September 30, 2023 (the “Interim PeriodBalance Sheet”); and (v) the related unaudited statements of profit and loss and cash flows for the nine months ended December 31September 30, 2016 2023 (the “Balance Sheet Date”, and together with the Audited Financial Statementsforegoing financial statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto in the case of Audited Financial Statementsi) have been prepared from the books and records of the Company in accordance with GAAP, applied on a consistent basis throughout consistently applied, (ii) are correct in all material respects, and (iii) present fairly, in all material respects, changes in shareholders equity, the financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods covered thereby (except thereby, subject, in the case of the unaudited financial statementsFinancial Statements, for the omission of footnotes and subject to normal recurring year-end adjustments)adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of footnotes. All The books and records of the Company Financial Statements present fairly are correct, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the financial conditiontransactions and actions therein described. At the Closing, results of operations all such books and cash flows records will be in the possession of the Company. No financial statements of any Person other than the Company for are required by GAAP to be included in the dates or periods indicated thereon applied on a consistent basis throughout the periods indicated (except for the absence of the footnotes and, with respect to the unaudited Company’s financial statements, year-end adjustments).

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true and complete copies of (i) the audited Financial Statements with respect to the Company and its Business as of and for the years ended December 31, 2014 2012 and 2015 2013 (the “Audited Financial Statements”), (ii) any management letters relating to the Audited Financial Statements received by the Company, any the Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and (iii) monthly interim unaudited Financial Statements as of and for the twelve five (125) month period (the “Interim Period”) ended December May 31, 2016 2014 (the “Balance Sheet Date”, ) and as of and for each month ended during the Interim Period (together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto in the case of Audited Financial Statements) have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby (except in the case of the unaudited financial statements, for the omission of footnotes and subject to year-end adjustments). All of the Company Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Company for the dates or periods indicated thereon applied on a consistent basis throughout the periods indicated (except for the absence of the footnotes and, with respect to the unaudited financial statements, year-end adjustments).

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true and complete copies of (i) the audited Financial Statements with respect to the Company as of and Acquirer its consolidated unaudited financial statements for the fiscal years ended ending December 31, 2014 2016 and 2015 December 31, 2017 and its consolidated unaudited financial statements for the nine-month period ended September 30, 2018 (including, in each case, balance sheets, statements of profits and loss and statements of cash flows) (collectively, the “Audited Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) any management letters relating complied as to the Audited Financial Statements received by the Company, any Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses form with applicable accounting requirements with respect to the Company and/or such financial statements (collectivelythereto as of their respective dates, the “Management Letters”), and (iii) unaudited Financial Statements as of fairly and for accurately present the twelve (12) month period (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto in the case of Audited Financial Statements) have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby (except in the case of the unaudited consolidated financial statements, for the omission of footnotes and subject to year-end adjustments). All condition of the Company Financial Statements present fairly in all material respects at the financial condition, dates therein indicated and the consolidated results of operations and cash flows of the Company for the dates periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end adjustments, none of which individually or periods indicated thereon in the aggregate are or are reasonably expected to be material in amount), (iv) are true, correct and complete (subject, in the case of unaudited interim period financial statements, to normal recurring year-end adjustments, none of which individually or in the aggregate are or are reasonably expected to be material in amount) and (v) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated involved, except (except A) as set forth on Schedule 2.4(a)(v)(A) of the Company Disclosure Letter and (B) for the absence of footnotes in the footnotes and, with respect to the unaudited financial statements, year-end adjustments)Financial Statements.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Each balance sheet of the Buyer true Company, and complete copies of (i) the audited notes thereto, contained in the Financial Statements with respect to fairly presents all of the assets and liabilities (whether accrued, absolute, contingent or otherwise) of the Company and the financial position of the Company as of and for at the years ended December 31, 2014 and 2015 (the “Audited Financial Statements”), (ii) any management letters relating to the Audited Financial Statements received by the Company, any Seller or any date of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and (iii) unaudited Financial Statements as of and for the twelve (12) month period (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto in the case of Audited Financial Statements) have been prepared balance sheet in accordance with GAAP, generally accepted accounting principles consistently applied on a consistent basis throughout the periods covered thereby (except as otherwise provided in the case of the unaudited financial statements, for the omission of footnotes and subject to year-end adjustmentsnotes thereto). All Each statement of income, statement of cash flows, operating statement and statement of changes in shareholders' equity, and the Company notes thereto, contained in the Financial Statements present fairly in all material respects presents the financial conditionsales, earnings and results of operations and cash flows of the Company for the dates or periods indicated thereon period ending on the date of such statement in accordance with generally accepted accounting principles consistently applied on a consistent basis throughout the periods indicated (except as otherwise provided in the notes thereto); provided that the interim financial statements for the absence of the footnotes andquarter ended May 31, with respect 1997, only, do not have notes thereto and are subject to the unaudited financial statementschanges resulting from normal, recurring year-end adjustments)adjustments which, alone or in the aggregate, would not have a Company Material Adverse Effect. There are, and as of the Closing Date there shall be, no undisclosed liabilities or obligations of the Company of any nature (absolute, accrued, contingent or otherwise) that are not fully reflected or reserved against in the Financial Statements, except for (i) liabilities and obligations so reserved for, or reflected in, the Financial Statements, or (ii) liabilities and obligations that, individually or in the aggregate, have not had, and are not reasonably likely to have, a Company Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered Attached to the Buyer true Schedule 3.06(a) are complete and complete correct copies of of: (i) the audited Financial Statements with respect to the Company unaudited consolidated balance sheet as of and for the years ended December 31September 30, 2014 and 2015 2018 (the “Audited Latest Balance Sheet”) and the related statement of income and cash flows for the twelve-month period then ended of Seller and its Subsidiaries (the “Unaudited Financial Statements”), (ii) any management letters relating to the Audited Financial Statements received by the Companyaudited consolidated balance sheet as of September 30, any Seller or any of such Seller’s Affiliates from the auditors2016, and any other written correspondence addressing any material deficiencies or weaknesses with respect the related statements of income and cash flows for the period from January 15, 2016 to the Company and/or such financial statements (collectivelySeptember 30, the “Management Letters”), 2016 of Seller and its Subsidiaries and (iii) unaudited Financial Statements the audited consolidated balance sheet as of, and the related statements of income and cash flows for the twelve fiscal year ended September 30, 2017 of Seller and its Subsidiaries (12clauses (ii) month period and (iii), the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements” and, collectivelycollectively with the Unaudited Financial Statements, the “Company Financial Statements”). The Company Except as set forth on Schedule 3.06(a), the Financial Statements (including the notes thereto in the case of Audited Financial Statements) have been prepared prepared, in each case, in accordance with GAAPGAAP consistently applied, applied on a consistent basis throughout from and in accordance with the books and records of the Company (which books and records are true, correct and complete in all material respects and are maintained in accordance with GAAP and properly reflect in all material respects all of the transactions entered into by the Company and its Subsidiaries), and present fairly in all material respects the consolidated financial condition and results of operations of the Company and its Subsidiaries, as applicable, as of the dates and for the periods covered thereby (except referred to therein subject, in the case of the unaudited financial statements, for to (y) the omission absence of footnotes footnote disclosures and subject to (z) changes resulting from normal year-end adjustmentsadjustments (which are expected to be consistent with past practice and not material, individually or in the aggregate, in nature or amount). All The Company has implemented and maintains a system of internal controls over financial reporting sufficient to provide reasonable assurance regarding the Company Financial Statements present fairly reliability of financial reporting and the preparation of financial statements for external purposes in all material respects accordance with GAAP, consistently applied by the financial condition, results of operations and cash flows of the Company for the dates or periods indicated thereon applied on a consistent basis throughout the periods indicated (except for the absence of the footnotes and, with respect to the unaudited financial statements, year-end adjustments)Company.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true True and complete copies of (i) the audited Financial Statements with respect to consolidated balance sheet of the Company and its Subsidiaries as of and for the years ended at December 31, 2014 2019, December 31, 2018, December 31, 2017, and 2015 the related audited consolidated statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the “Audited Financial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at February 28, 2021, and the related consolidated statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), (iiare attached hereto as Schedule 3.6(a) any management letters relating to of the Audited Disclosure Schedules. Each of the Financial Statements received by and the Company, any Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and (iii) unaudited Financial Statements as of and for the twelve (12) month period (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto in the case of Audited Financial Statementsi) have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby (except in the case of the unaudited financial statements, for the omission of footnotes books and subject to year-end adjustments). All records of the Company Financial Statements present fairly and its Subsidiaries; (ii) have been prepared in all material respects the financial condition, results of operations and cash flows of the Company for the dates or periods indicated thereon accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto); and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the absence respective periods indicated therein, except as otherwise noted therein and subject, in the case of the footnotes andInterim Financial Statements, with respect to the unaudited financial statements, normal and recurring year-end adjustments)adjustments that will not, individually or in the aggregate, be material.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Attached hereto as Schedule 2.5(a) are the Buyer true and complete copies of following financial statements: (i) an unaudited proforma combined balance sheet of the Acquired Companies for the Business as of November 24, 2012 (the “Current Balance Sheet”) and an unaudited proforma combined statement of income of the Acquired Companies for the Business for the period then ended, and (ii) the audited Financial Statements with respect to combined balance sheets of the Company Acquired Companies for the Business as of and for the years ended December 31, 2014 2011 and 2015 (the “Audited Financial Statements”), (ii) any management letters relating to the Audited Financial Statements received by the Company, any Seller or any of such Seller’s Affiliates from the auditors2010, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial audited proforma combined statements (collectively, of income of the “Management Letters”), and (iii) unaudited Financial Statements as of and Acquired Companies for the Business for the twelve (12) month period (periods then ended. The financial statements described in the preceding sentence are referred to herein collectively as the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). .” The Company Financial Statements (including the notes thereto in the case of Audited Financial Statements) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) (subject, applied on a consistent basis throughout the periods covered thereby (except in the case of the unaudited financial statementsFinancial Statements, for the omission of footnotes and subject to normal year-end adjustments)adjustments (which will not be material either individually or in the aggregate) and the absence of notes to such statements. All The Financial Statements have been prepared from and are materially consistent with the books and records of the Company Acquired Companies. Subject to the foregoing, the Financial Statements fairly present fairly the financial condition and the results of operations of the Acquired Companies in all material respects the financial condition, results of operations and cash flows as of the Company respective dates and for the dates or periods indicated thereon applied on a consistent basis throughout the periods indicated therein, prepared in accordance with GAAP (except for subject, in the case of the unaudited Financial Statements, to normal year-end adjustments (which will not be material either individually or in the aggregate) and the absence of the footnotes and, with respect notes to the unaudited financial such statements, year-end adjustments).

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true and complete copies of Set forth on Schedule 3.7(a) are: (i) the audited Financial Statements with respect to consolidated balance sheets of the Company and Excel Leasing as of December 31, 2021 and 2022; (ii) the related audited consolidated statements of operation for the years ended December 31, 2014 2021 and 2015 (the “Audited Financial Statements”), (ii) any management letters relating to the Audited Financial Statements received by the Company, any Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and 2022; (iii) unaudited Financial Statements as the related audited consolidated statements of and cash flows for the twelve years ended December 31, 2021 and 2022; (12iv) month period an unaudited balance sheet of the Company for the nine months ended September 30, 2023 (the “Interim PeriodBalance Sheet”); and (v) the related unaudited statements of profit and loss and cash flows for the nine months ended December 31September 30, 2016 2023 (the “Balance Sheet Date”, and together with the Audited Financial Statementsforegoing financial statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto in the case of Audited Financial Statementsi) have been prepared from the books and records of the Company in accordance with GAAP, applied on a consistent basis throughout consistently applied, (ii) are correct in all material respects, and (iii) present fairly, in all material respects, changes in shareholders equity, the financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods covered thereby (except thereby, subject, in the case of the unaudited financial statementsFinancial Statements, for the omission of footnotes and subject to normal recurring year-end adjustments)adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of footnotes. All The books and records of the Company Financial Statements present fairly are correct, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the financial conditiontransactions and actions therein described. At the Closing, results of operations all such books and cash flows records will be in the possession of the Company. No financial statements of any Person other than the Company for are required by GAAP to be included in the dates or periods indicated thereon applied on a consistent basis throughout the periods indicated (except for the absence of the footnotes and, with respect to the unaudited Company’s financial statements, year-end adjustments).

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true Purchaser, and Purchaser acknowledges the receipt of, true, correct and complete copies of (i) the Company’s audited consolidated balance sheets as of December 31, 2011, and 2012, and the audited Financial Statements with respect to the Company as consolidated statements of and income for the years ended December 31, 2014 2011, and 2015 2012 (the “Audited Annual Financial Statements”), (ii) any management letters relating to the Audited Interim Financial Statements received by for the CompanyQuarter ending June 30, any Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements 2013 (collectively, the “Management LettersJune 30, 2013 Financial Statements”). Should the Closing occur after September 30, and (iii) 2013, the Company shall deliver to the Purchaser unaudited Financial Statements as of financial statements for the monthly periods ended July 30, 2013, August 30, 2013, and for the twelve (12) month period Quarter ending September 30, 2013 and the related statements of cash flows, once such financial statements have been prepared by the Company (the “Interim PeriodAlternate Financial Statements”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Annual Financial Statements, collectivelythe June 30, 2013 Financial Statements and the Alternate Financial Statements, collectively referred to as the “Company Financial Statements”). The Company Financial Statements (including are based upon the notes thereto information contained in the case books and records of Audited the Company and fairly present, in all material respects, the financial condition of the Company as of the dates thereof and results of operations for the periods referred to therein. The Annual Financial Statements) Statements have been prepared in accordance with GAAP, consistently applied on a consistent basis throughout the periods covered thereby indicated. The Interim Financial Statements and the Alternate Financial Statements have been, or will be, prepared in accordance with GAAP applicable to unaudited interim financial statements (except and thus may not contain all notes and may not contain prior period comparative data which are required to be prepared in accordance with GAAP) consistent with the case Annual Financial Statements and reflect all adjustments necessary to a fair statement of the unaudited financial statements, results for the omission of footnotes and subject to year-end adjustments). All of the Company Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Company for the dates or periods indicated thereon applied on a consistent basis throughout the periods indicated (except for the absence of the footnotes and, with respect to the unaudited financial statements, year-end adjustments)interim period(s) presented.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered Attached to Schedule 3.06(a) of the Buyer true Disclosure Schedules are complete and complete correct copies of of: (i) the audited Financial Statements with respect to the Company unaudited consolidated balance sheet as of and for the years ended December 31, 2014 and 2015 2022 (the “Audited Financial StatementsLatest Balance Sheet”), ) and the related statement of income and statement of cash flows (if available) for the twelve (12)-month period then ended of the Company and its Subsidiaries (before giving effect to the Pre-Closing Reorganization) and (ii) any management letters relating the unaudited consolidated balance sheet as of, and the related statements of income and statement of cash flows (if available) for the fiscal years ended, December 31, 2020 and December 31, 2021 of the Company and its Subsidiaries (before giving effect to the Audited Financial Statements received by the Company, any Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements Pre-Closing Reorganization) (collectively, the “Management Letters”), and (iii) unaudited Financial Statements as of and for the twelve (12) month period (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto in the case of Audited Financial Statements, in each case, (i) are accurate and complete in all material respects, (ii) have been prepared from and are consistent with the books and records of the Company and its Subsidiaries (which books and records are correct and complete in all material respects), (iii) have been prepared in conformity with GAAP consistently applied, and (iv) present fairly in all material respects, in accordance with GAAPGAAP consistently applied, applied on a consistent basis throughout the consolidated financial condition and results of operations of the Company and its Subsidiaries, as applicable, as of the dates and for the periods covered thereby (except referred to therein subject, in the case of the unaudited financial statements, for to (y) the omission absence of footnotes footnote disclosures and subject to other presentation items and (z) changes resulting from normal year-end adjustmentsadjustments (which are expected to be consistent with past practice and not material in nature or amount). All The Company maintains a system of internal accounting controls sufficient for a business of the Company Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of type conducted by the Company (and given the Company’s size and volume of transactions), including to provide reasonable assurance that (1) transactions are executed in accordance with management’s general or specific authorizations, (2) transactions are recorded as necessary to permit preparation of financial statements by the Company in conformity with GAAP and to maintain accountability for assets, (3) access to assets is permitted only in accordance with management’s general or specific authorization and (4) the dates or periods indicated thereon applied on a consistent basis throughout recorded accountability for assets is compared with the periods indicated (except for the absence of the footnotes and, existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has never identified any fraud by any management or other employees who have a significant role in internal controls and, to the unaudited financial statementsCompany’s Knowledge, year-end adjustments)no such fraud has been alleged.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true True and complete copies of (i) the audited Financial Statements with respect to consolidated balance sheet of the Company and its Subsidiaries as at February 24, 2013, and the related audited consolidated statements of income, retained earnings, shareholders’ equity and for changes in financial position of the years ended December 31Company and its Subsidiaries, 2014 together with all related notes and 2015 schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at November 24, 2013 (the “Audited Balance Sheet”), and the related consolidated statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) has been prepared based on the books and records of the Company and its Subsidiaries (except as may be indicated in the notes thereto), (ii) any management letters relating to the Audited Financial Statements received by the Company, any Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and (iii) unaudited Financial Statements as of and for the twelve (12) month period (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto in the case of Audited Financial Statements) have has been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby (except in the case of the unaudited financial statements, for the omission of footnotes and subject to year-end adjustments). All of the Company Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Company for the dates or periods indicated thereon GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries at the respective dates thereof and the results of their operations and cash flows for the absence periods indicated. There are no unconsolidated Subsidiaries of the footnotes and, with respect to Company or off-balance sheet arrangements that have not been so described in the unaudited financial statements, year-end adjustments)Financial Statements and Interim Financial Statements as applicable.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true True, complete and complete correct copies of (i) the audited Financial Statements with respect to unaudited consolidated balance sheet of the Company Transferred Group as of and for the years ended at December 31, 2014 2012 and 2015 the related unaudited consolidated statement of income of the Transferred Group for the 12 month period then ended and the unaudited consolidated balance sheet of the Transferred Group as at October 31, 2013 (the “Audited Balance Sheet”), and the related consolidated statement of income of the Transferred Group for the ten month period then ended, together with all related notes and schedules thereto (collectively referred to as the “Financial Statements”), (iiare attached hereto as Schedule 3.7(a) any management letters relating to of the Audited Financial Statements received by the Company, any Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and (iii) unaudited Financial Statements as of and for the twelve (12) month period (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”)Disclosure Schedules. The Company Financial Statements (including i) have been prepared based on the books and records of the Transferred Group (except as may be indicated in the notes thereto in the case of Audited Financial Statementsthereto), (ii) have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby (except in the case of the unaudited financial statements, for the omission of footnotes and subject to year-end adjustments). All of the Company Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Company for the dates or periods indicated thereon GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly present, in all material respects, the consolidated financial position, statements of income, retained earnings, results of operations and cash flows of the Transferred Group as at the respective dates thereof and for the absence respective periods indicated therein in accordance with GAAP applied on a consistent basis, except (w) as otherwise noted therein and reflected in the Financial Statements, including the statements attached as Schedule 3.7(a) of the footnotes andDisclosure Schedules, with respect to (x) subject, in the unaudited case of the interim financial statements, to normal and recurring year-end adjustments)adjustments that are not reasonably expected to be, individually or in the aggregate, material in amount, (y) that the Financial Statements do not contain all footnotes required to be included in audited financials and (z) that the corporate allocations of the Seller services were calculated in good faith by the Seller but may not reflect the entirety of all services provided by the Seller or the amount of resources that Buyer will need to dedicate to such services.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered Attached to Section 5.10(a) of the Buyer true and complete copies of Seller Disclosure Schedule are: (i) the audited Financial Statements with respect to the Company Company’s unaudited balance sheet as of March 31, 2019 (the “Latest Balance Sheet”), and the related statement of operations, statement of member’s equity and statement of cash flows for the three month period then ended, (ii) the Company’s unaudited balance sheet as of, and the related unaudited statement of operations, statement of member’s equity and statement of cash flows for the fiscal year ended December 31, 2018, and (iii) the Company’s audited balance sheets as of, and the related audited statements of operations, statements of member’s equity and statements of cash flows for the fiscal years ended December 31, 2014 and 2015 (the “Audited Financial Statements”), (ii) any management letters relating to the Audited Financial Statements received by the Company, any Seller or any of such Seller’s Affiliates from the auditors2017, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and (iii) unaudited Financial Statements as of and for the twelve (12) month period (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, foregoing clauses (i) through (iii) collectively, the “Company Financial Statements”). The Company Financial Statements (including have been prepared, in each case, in accordance with GAAP consistently applied and present fairly in all material respects the financial condition and results of operations of the Company as of the dates and for the periods referred to therein, except as may be indicated in the notes thereto in the case of Audited Financial Statements) have been prepared in accordance with GAAPand subject, applied on a consistent basis throughout the periods covered thereby (except in the case of the unaudited financial statements, for to (y) the omission absence of footnotes footnote disclosures and subject to other presentation items and (z) changes resulting from normal year-end adjustmentsadjustments (which are expected to be consistent with past practice and not material). All of the Company The Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Company for the dates or periods indicated thereon applied on a consistent basis have been prepared throughout the specified period and between periods indicated (except for in a manner consistent with the absence of the footnotes and, with respect to the unaudited financial statements, year-end adjustments)Company’s historical accounting policies.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true and complete copies of (i) the audited unaudited Financial Statements with respect to the Company Business as of and for the years ended December 31, 2014 2015, 2016 and 2015 2017 (the “Audited Annual Financial Statements”), (ii) any management letters relating to the Audited Annual Financial Statements received by the Company, any Seller Company or any of such Seller’s Affiliates Existing Member from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements Annual Financial Statements (collectively, the “Management Letters”), and (iii) monthly interim unaudited Financial Statements as of and for the twelve (12) month period (the “Interim Period”) ended December 31April 30, 2016 2018 (the “Balance Sheet Date”, ) and as of and for each month ended during the Interim Period (together with the Audited Annual Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto in the case of Audited Financial Statementsthereto, if any) have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby (except in the case of the unaudited financial statements, for the omission of footnotes and subject to year-end adjustments). All of the Company Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Company Business for the dates or periods indicated thereon applied on a consistent basis throughout the periods indicated (except for the absence of the footnotes and, with respect to the unaudited financial statements, and year-end adjustments).

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true True and complete copies of (i) the audited Financial Statements with respect to consolidated balance sheet of the Company and its Subsidiaries as of and for the years ended at December 31, 2014 2009, and 2015 the related audited consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the “Audited Financial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at November 30, 2010 and the related consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company and its Subsidiaries (collectively referred to as the “Interim Financial Statements”), (iiare attached as Section 3.6(a) any management letters relating to of the Audited Disclosure Letter. Each of the Financial Statements received by and the Company, any Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and (iii) unaudited Financial Statements as of and for the twelve (12) month period (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto i) are correct and complete in the case of Audited Financial Statements) all material respects and have been prepared in accordance with GAAPthe books and records of the Company and its Subsidiaries; (ii) except as set forth on Section 3.6(a) of the Disclosure Letter, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby indicated; and (except in the case of the unaudited financial statementsiii) fairly present, for the omission of footnotes and subject to year-end adjustments). All of the Company Financial Statements present fairly in all material respects respects, the consolidated financial conditionposition, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the dates or respective periods indicated thereon applied on a consistent basis throughout therein, subject, in the periods indicated (except for the absence case of the footnotes andInterim Financial Statements, with respect to the unaudited financial statements, normal and recurring year-end adjustments)adjustments that will not be material.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true True and complete copies of (i) the audited Financial Statements with respect to consolidated balance sheet of the Company and its Subsidiaries as at August 31, 2014, August 31, 2015 and August 31, 2016, and the related audited consolidated statements of income, stockholders’ equity and for cash flows, together with all related notes and schedules thereto, accompanied by the years ended reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2014 2016, and 2015 the related consolidated statements of income, stockholders’ equity and cash flows, together with all related notes and schedules thereto (collectively referred to as the “Audited Interim Financial Statements”), (iiare attached hereto as Schedule 3.7(a) any management letters relating to of the Audited Disclosure Schedules. Each of the Financial Statements received by and the Company, any Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and (iii) unaudited Financial Statements as of and for the twelve (12) month period (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including i) are correct and complete in all material respects and have been prepared in accordance with the notes thereto in books and records of the case of Audited Financial StatementsCompany and its Subsidiaries, (ii) have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby (except in the case of the unaudited financial statements, for the omission of footnotes and subject to year-end adjustments). All of the Company Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Company for the dates or periods indicated thereon GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the absence respective periods indicated therein, except as otherwise noted therein and subject, in the case of the footnotes andInterim Financial Statements, with respect to the unaudited financial statements, normal and recurring year-end adjustments)adjustments that will not, individually or in the aggregate, be material.