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

Financial Statements; No Undisclosed Liabilities. Each of the consolidated financial statements (including, in each case, any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"), to the extent they disclose financial information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in such filings and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, in accordance with GAAP applied on a consistent basis during the periods indicated, and each, as amended, supplemented or restated, if applicable, presented fairly, in all material respects, the consolidated financial position of Seller as of the respective dates thereof and the consolidated results of operations and cash flows of Seller for the respective periods indicated therein (subject, in the case of unaudited statements, to adjustments of a normal and recurring type which, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for in the Financial Statements and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) Correct and complete copies of (collectively, the “Financial Statements”) the (i) audited combined balance sheet of the PBMS/PBGS Business and MSG Business as at December 31, 2012 and December 31, 2011 and the related audited combined statements of comprehensive income and combined cash flows for each of the periods then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of the Companies’ independent auditors, and (ii) the unaudited combined balance sheet of the PBMS/PBGS Business and MSG Business as at March 31, 2013 (the “Balance Sheet”), and the related combined statements of comprehensive income and combined cash flows for the three months ended March 31, 2013 (collectively referred to as the “Interim Financial Statements”) are attached hereto as Section 4.6(a)(ii) of the Disclosure Schedules. Each of the consolidated financial statements Financial Statements (including, in each case, any notes theretox) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable has been prepared based on the "FINANCIAL STATEMENTS"), to books and records of the extent they disclose financial information directly or primarily related to the Product Line PBMS/PBGS Business and MSG Business, was prepared, except as may be indicated in such filings and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, (y) has been prepared in accordance with GAAP applied on a consistent basis during throughout the periods indicated, indicated and each, as amended, supplemented or restated, if applicable, presented fairly(z) fairly presents, in all material respects, the consolidated combined financial position of Seller as of the respective dates thereof and the consolidated position, results of operations and cash flows of Seller the PBMS/PBGS Business and MSG Business as at the respective dates thereof and for the respective periods indicated therein therein, and include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the combined financial condition of the entities or business to which they relate as of the date thereof and, except as set forth in Section 4.6(a)(ii) of the Disclosure Schedules, meet the requirements, in all material respects, of Regulation S-X under the Securities Act of 1933, and subject, in the case of unaudited statementsthe Interim Financial Statements, to adjustments the absence of a notes and normal and recurring type whichyear-end adjustments that will not, individually or in the aggregate, are not reasonably expected to have be material. In addition, an unaudited statement of key balance sheet accounts as at June 30, 2013 and a Material Adverse Effect)statement of income of the MLS Business for the period ended June 30, 2013 (the “MLS Financial Statements”) is attached hereto as Section 4.6(a) of the Disclosure Schedules. There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for in the The MLS Financial Statements fairly present, in all material respects, as determined in accordance with the Companies’ accounting policies and (ii) current liabilities GAAP, the key balance sheet accounts and obligations incurred in statement of income of the ordinary course of business MLS Business as at the date thereof and consistent with past practice since December 31, 2005 (for the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effectperiod indicated therein.

Financial Statements; No Undisclosed Liabilities. Each (a) Attached to Schedule 3.06(a) are complete and correct copies of: (i) the unaudited consolidated balance sheet as of September 30, 2018 (the “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) the audited consolidated financial balance sheet as of September 30, 2016, and the related statements of income and cash flows for the period from January 15, 2016 to September 30, 2016 of Seller and its Subsidiaries and (includingiii) the audited consolidated balance sheet as of, and the related statements of income and cash flows for the fiscal year ended September 30, 2017 of Seller and its Subsidiaries (clauses (ii) and (iii), the “Audited Financial Statements” and, collectively with the Unaudited Financial Statements, the “Financial Statements”). Except as set forth on Schedule 3.06(a), the Financial Statements have been prepared, in each case, any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"), to the extent they disclose financial information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in such filings and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, in accordance with GAAP applied on a consistent basis during consistently applied, from and in accordance with the periods indicatedbooks and records of the Company (which books and records are true, correct and each, as amended, supplemented or restated, if applicable, presented fairly, complete in all material respectsrespects 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 position condition and results of Seller operations of the Company and its Subsidiaries, as applicable, as of the respective dates thereof and the consolidated results of operations and cash flows of Seller for the respective periods indicated referred to therein (subject, in the case of the unaudited financial statements, to (y) the absence of footnote disclosures and (z) changes resulting from normal year-end adjustments of a normal (which are expected to be consistent with past practice and recurring type whichnot material, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effectin nature or amount). There are no Liabilities The Company has implemented and maintains a system of Seller or its consolidated subsidiaries directly or indirectly related internal controls over financial reporting sufficient to provide reasonable assurance regarding the Product Line Business or the Purchased Assets reliability of financial reporting and the Inventory preparation of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for external purposes in accordance with GAAP, consistently applied by the Financial Statements and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Material Adverse EffectCompany.

Financial Statements; No Undisclosed Liabilities. Each Schedule 4.05 contains the following (collectively, the “Financial Statements”): (i) the unaudited management accounts of the consolidated financial statements Company for the year ended December 31, 2010, the statutory accounting form for the Company for the year ended December 31, 2010, and the reconciliation of the account results as of December 31, 2010 (includingthe “2010 Financial Statements”); and (ii) the unaudited management accounts of the Company for the seven-month period ended as of July 31, 2011 (the “Interim Financial Statements”). Except as set forth in each case, the Financial Statements including any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"), to the extent they disclose financial information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in such filings and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, Financial Statements have been prepared in accordance with GAAP applied and in accordance with the Company’s past practice (to the extent consistent with GAAP) on a consistent basis during the periods indicated, and each, as amended, supplemented or restated, if applicable, presented fairlyfairly present, in all material respects, the consolidated financial position and results of Seller operations of the Company as of the respective dates thereof and the consolidated results of operations and cash flows of Seller for the respective periods indicated therein (subjectcovered thereby. The books of account and minute books of the Company, complete and correct copies of which have been made available to Buyer or, in the case of unaudited statementselectronic records, to adjustments of a normal and recurring type whichwhich Buyer has been permitted to access, individually or in prior to the aggregatedate hereof, are not reasonably expected to complete and correct in all material respects and have a Material Adverse Effect)been maintained in accordance with sound business practices. There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided Except for in the Financial Statements and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December July 31, 2005 2011, the Company has not incurred any liabilities or obligations (the "FINANCIAL STATEMENT DATE"whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when or by whom asserted) that, individually taken as a whole, (i) would be required to be disclosed, reflected or reserved against in a balance sheet of the aggregateCompany (including the related notes thereto, are not reasonably expected to where applicable) prepared in accordance with GAAP, applied on a consistent basis, or (ii) would have a Material Adverse EffectEffect on the Company.

Financial Statements; No Undisclosed Liabilities. Each (a) Schedule 3.8(a) hereto includes a true and complete copy of the Company’s audited consolidated Financial Statements as of and for the years ended December 31, 2015 and 2016, as well as unaudited interim consolidated Financial Statements as of and for the six (6) months ended June 30, 2017 (collectively the “Company Financial Statements”). The Company Financial Statements (i) have been prepared from the books and records of the Entities and (ii) present fairly in all material respects the consolidated financial statements (including, in each case, any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"), to the extent they disclose financial information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in such filings and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, in accordance with GAAP applied on a consistent basis during the periods indicated, and each, as amended, supplemented or restated, if applicable, presented fairly, in all material respects, the consolidated financial position of Seller as condition of the respective Entities at the dates thereof therein indicated and the consolidated results of operations and cash flows of Seller the Entities for the respective periods indicated therein specified. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, except that the unaudited interim Financial Statements as of and for the six (subject6) months ended June 30, in the case 2017 do not contain footnotes and are subject to normal year-end adjustments (none of unaudited statements, to adjustments of a normal and recurring type which, individually alone or in the aggregate, are not reasonably expected excepted to have a Material Adverse Effectmaterial impact on the consolidated results of operations of the Entities). There The Entities maintain and comply in all material respects with a system of accounting controls sufficient to provide reasonable assurances that transactions are no Liabilities recorded as necessary to permit preparation of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than in compliance with GAAP. (b) Except for (i) the liabilities disclosed reserved against or provided for in reflected on the Company’s June 30, 2017 balance sheet included with the Company Financial Statements and Statements, (ii) current Funded Indebtedness, trade payables, accrued expenses, and other liabilities and or obligations incurred by the Entities since June 30, 2017 in the ordinary course of business (it being agreed that liabilities resulting from any breach of Contract or violation of Legal Requirements shall in no event be deemed incurred in the ordinary course of business business), (iii) executory contract obligations under (x) Contracts listed on Schedule 3.13(a) hereto, and/or (y) Contracts not required to be listed on Schedule 3.13(a) hereto (it being agreed that liabilities resulting from any breach of Contract or violation of Legal Requirements shall in no event be deemed incurred in the ordinary course of business), and consistent with past practice since December 31(iv) the liabilities or obligations of the Entities set forth on Schedule 3.8(b) hereto, 2005 the Entities do not have any liabilities or obligations of a nature required to be reflected or reserved against in a balance sheet (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregatenotes thereto) prepared in accordance with GAAP. No Entity is party to any “off balance sheet arrangements” (as defined under the Securities Exchange Act of 1934, are not reasonably expected to have a Material Adverse Effectas amended).

Financial Statements; No Undisclosed Liabilities. Each The Partnership, Talus and Mehlxxx xxxe delivered to the Purchaser (i) the balance sheet of Penn Dental as of July 31, 1995, together with the consolidated related statement of income and expenses, if any, for the period then ended, which financial statements (including, in each case, any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTSPenn Dental Financial Statements")) have been prepared by Penn Dental and (ii) the balance sheets of the offices of the Virginia Business as of June 30, to 1995, together with the extent they disclose related statements of earnings-cash basis for the period then ended, which financial information directly or primarily related to statements (the Product Line Business"Virginia Financial Statements"; and together with the Penn Dental Financial Statements, was prepared, except as may be indicated the "Financial Statements") have been prepared by Mehlxxx. Xxe Financial Statements are true and correct in such filings and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, all material respects and have been prepared in accordance with GAAP a cash basis method of accounting applied on a consistent basis during consistently throughout the periods indicated, involved. The Financial Statements fully and each, fairly present the financial condition of Penn Dental and the Virginia Business as amended, supplemented or restated, if applicable, presented fairly, in all material respects, at the consolidated financial position of Seller as of the respective dates thereof and the consolidated results of the operations of Penn Dental and cash flows of Seller the Virginia Business for the respective periods indicated therein (subject, indicated. The balance sheets contained in the case Financial Statements fairly reflect all liabilities of unaudited statements, to adjustments the Business of a normal the types normally reflected in cash basis balance sheets at the dates thereof and recurring type which, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related except to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected extent set forth in financial statements other than (i) liabilities disclosed or provided for in the balance sheet of Penn Dental as of July 31, 1995 and the balance sheets of the offices of the Virginia 15 12 Business as of June 30, 1995 (collectively, the "1995 Balance Sheet") included in the Financial Statements or as identified in Exhibit C, and (ii) except for current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31practices (and not materially different in type or amount), 2005 (none of the "FINANCIAL STATEMENT DATE") thatPartnership, individually the Virginia Business or Penn Dental has any material liabilities or obligations of any nature, whether absolute, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not; provided, however, that no obligations of either the Virginia Business or Penn Dental are reflected in the aggregateFinancial Statements, which would be reflected on accrual basis financial statements but not cash basis financial statements. The Partnership, Talus and Mehlxxx xxx not aware of any material omissions in the Financial Statements. The books and records of Penn Dental are not reasonably expected to have a Material Adverse Effect.auditable by Schotz, Miller, Footer & Magarick and the books and records of the Virginia Business are auditable by Stoy, Xxloxx & Xompany. A true and correct copy of the Financial Statements is attached hereto as Exhibit D.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited consolidated balance sheet of the Company and its Subsidiaries as at January 31, 2021 and January 31, 2022, and the related, audited consolidated statements of operations, stockholders’ equity, and cash flows 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 “Financial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at October 31, 2022 (the “Balance Sheet”), and the related consolidated statements of profits and losses (collectively referred to as the “Interim Financial Statements”), are attached to Section 3.6(a) of the Disclosure Schedules. Each of the consolidated financial statements Financial Statements and the Interim Financial Statements (including, i) are correct and complete in each case, any notes theretoall material respects and have been prepared in accordance with the books and records of the Company and its Subsidiaries; (ii) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"), to the extent they disclose financial information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in such filings and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods indicated, indicated (except as may be indicated in the notes thereto); and each, as amended, supplemented or restated, if applicable, presented fairly, (iii) fairly present in all material respects, respects the consolidated financial position of Seller as of the respective dates thereof and the consolidated position, results of operations and cash flows of Seller 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 unaudited statementsthe Interim Financial Statements, to adjustments of a normal and recurring type whichyear-end adjustments that will not, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect)be material. There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related (b) Except (i) as and to the Product Line Business extent adequately accrued or reserved against in the Financial Statements and the Interim Financial Statements (or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become duenotes thereto), and (ii) liabilities or obligations under Contracts disclosed on the Disclosure Schedule to the extent such liabilities or obligations are reasonably apparent on the face of a nature such Contracts, neither the Company nor any of its Subsidiaries has any liability or obligation required by GAAP to be reflected in financial statements other than (i) liabilities a consolidated balance sheet of the Company and its Subsidiaries or disclosed or provided for in the Financial Statements and (ii) current notes thereto, except for liabilities and obligations that are incurred in the ordinary course of business and consistent with past practice since December 31the date of the Balance Sheet. (c) Neither the Company nor, 2005 to the Company’s Knowledge, the Company’s independent registered accounting firm, has identified or been made aware of (i) any “significant deficiency” or “material weakness” (each as defined in Rule 12b-2 of the "FINANCIAL STATEMENT DATE"Securities Exchange Act of 1934, as amended) that, individually or in the aggregatesystem of internal control over financial reporting utilized by the Company that has not been subsequently remediated, are not reasonably expected to (ii) any fraud or other wrongdoing that involves the Company’s management or other employees who have a Material Adverse Effectrole in the preparation of financial statements or the internal control over financial reporting utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. The Company maintains a system of internal accounting controls sufficient in all material respects to provide assurance that (i) transactions are executed in accordance with management’s general or specific authorizations and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability.

Financial Statements; No Undisclosed Liabilities. Each (a) The unaudited consolidated balance sheet of UP Holdings and its Subsidiaries as of March 31, 2020, and the related unaudited consolidated financial statements of operations, shareholders’ equity, and cash flows for the fiscal quarter ended March 31, 2020 (includingcollectively, in each case, any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"“Unaudited Financial Statements”), to and (b) the extent they disclose financial information directly or primarily audited consolidated balance sheet of UP Holdings and its Subsidiaries as of December 31, 2019, and the related to audited consolidated statements of operations, shareholders’ equity, and cash flows for the Product Line Businessfiscal year ended December 31, was prepared2019 (collectively, except as may be indicated in such filings the “Audited Financial Statements” and, in together with the case of unaudited quarterly financial statementsUnaudited Financial Statements, as permitted by Form 10-Q under the Exchange Act“Financial Statements”), were prepared in accordance with GAAP GAAP, applied on a consistent basis during for the periods indicatedinvolved, and each, as amended, supplemented or restated, if applicable, presented fairlyfairly present, in all material respects, the consolidated financial position of Seller UP Holdings and its Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows of Seller for the respective periods indicated therein (subject, in the case of unaudited statements, to adjustments of a normal and recurring type which, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect)then ended. There are no Liabilities liabilities or obligations of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory Debtors of any kind whatsoever, whether accrued, fixedcontingent, absolute, contingentdetermined or determinable, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for obligations set forth in the face of the balance sheet included in the Unaudited Financial Statements and (such balance sheet, the “Most Recent Balance Sheet”), (ii) current liabilities and or obligations which were incurred in the Ordinary Course of Business after the date of the Most Recent Balance Sheet, (iii) liabilities or obligations incurred in connection with the ordinary course transactions contemplated by the Definitive Documents, (iv) liabilities or obligations set forth on Schedule 3.16 of business the Debtor Disclosure Schedules, and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE"v) thatliabilities or obligations which would not, individually or in the aggregate, are not reasonably be expected to have be adverse in any material respect to the Debtors, taken as a Material Adverse Effectwhole.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited consolidated balance sheets of the Transferred Companies as of March 31, 2013, March 31, 2012 and March 31, 2011, and the related audited statements of operations, stockholders’ equity (deficit), and cash flows for the fiscal years then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively, the “Financial Statements”) and the unaudited consolidated balance sheet of the Transferred Companies as of April 30, 2013, and the 15 related unaudited consolidated statements of operations and cash flows for the one-month period then ended (collectively, the “Interim Financial Statements”), are included in Section 3.6(a) of the Disclosure Schedule. Each of the consolidated financial statements Financial Statements and the Interim Financial Statements: (including, in each case, any notes theretoi) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"), to the extent they disclose financial information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in such filings and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, has been prepared in accordance with GAAP applied on a consistent basis during throughout the periods indicatedindicated (except as may be indicated in the notes thereto), and each, as amended, supplemented or restated, if applicable, presented fairly(ii) fairly presents, in all material respects, the consolidated financial position of Seller the Transferred Companies as of the respective dates thereof and the their respective consolidated results of operations and cash flows of Seller for the respective periods indicated therein then ended (subject, in the case of unaudited statementsthe Interim Financial Statements, to adjustments of a normal and recurring type whichyear-end audit adjustments that will not, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effectbe material in amount, and the absence of footnote disclosures). There The books of account and other financial records of the Company (i) are no Liabilities of Seller in all material respects complete and correct, and do not contain or its consolidated subsidiaries directly or indirectly related reflect any material inaccuracies, and (ii) have been maintained in accordance with reasonable business and accounting practices, subject, in each case, to the Product Line Business notes to the Financial Statements. (b) None of the Transferred Companies has any liabilities or the Purchased Assets and the Inventory obligations of any kind whatsoevernature, whether accrued, fixed, absolute, contingentcontingent or otherwise, known, known or unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP that are or would reasonably be expected to be reflected in financial statements other than material to the Transferred Companies, taken as a whole, except liabilities and obligations: (i) liabilities disclosed to the extent accrued or provided for reserved against in the consolidated balance sheet of the Transferred Companies included in the Interim Financial Statements (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31the date of the Balance Sheet, 2005 (the "FINANCIAL STATEMENT DATE") that, which are not individually or in the aggregateaggregate materially adverse to the Transferred Companies, (iii) under Material Contracts, other than as a result of a breach or default by a Transferred Company, (iv) under this Agreement or incurred in connection with the transactions contemplated hereby, other than as a result of a breach or default by a Transferred Company, and (v) which are not reasonably expected to have a Material Adverse Effect.Transaction Expenses. (c) Section 3.6(c) of the Disclosure Schedule sets forth, as of the date of this Agreement, all outstanding Indebtedness of the Transferred Companies. Section 3.7

Financial Statements; No Undisclosed Liabilities. Each (a) The Company has delivered to the Purchaser true, correct and complete copies of the audited consolidated financial statements balance sheet of the Company and the Company Subsidiaries as of December 31, 2023 (including, in each case, any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"“Balance Sheet Date”), 2022 and 2021 and the audited consolidated statements of operations, comprehensive income, cash flows and changes in equity for the financial years ended December 31, 2023, 2022 and 2021 (the “Audited Financial Statements”). When delivered to the extent they disclose financial information directly or primarily Purchaser, the copies of the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of March 31, 2024 and June 30, 2024, and the related unaudited consolidated statements of operations, comprehensive income and cash flows for each of the periods then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”) so delivered shall be true, correct and complete copies thereof. (b) The Financial Statements (i) have been or, with respect to the Product Line BusinessInterim Financial Statements, was preparedwill be, except as may be indicated in such filings andderived from the books and records of the Company and the Company Subsidiaries, in (ii) were or, with respect to the case of unaudited quarterly financial statementsInterim Financial Statements, as permitted by Form 10-Q under the Exchange Actwill be, prepared in accordance with GAAP IFRS applied on a consistent basis during throughout the periods indicatedcovered thereby and consistent with each other, except as otherwise noted therein, and each(iii) present or, as amendedwith respect to the Interim Financial Statements, supplemented or restatedwill present, if applicable, presented fairly, in all material respects, the consolidated financial position and results of Seller operations of the Company and the Company Subsidiaries, as of the respective dates thereof or the periods then ended, in each case except as may be noted therein and, with respect to the Interim Financial Statements, subject to the absence of notes and normal year end adjustments (which if presented would not differ materially from those presented in the Audited Financial Statements). (c) Except as set forth in Section 4.07(c) of the Company Disclosure Letter and except (i) as set forth or specifically reflected or adequately reserved against in accordance with applicable accounting standards in the Audited Financial Statements, (ii) for Liabilities incurred by the Company and the consolidated results of operations and cash flows of Seller for the respective periods indicated therein (subject, Company Subsidiaries in the case Ordinary Course of unaudited statementsBusiness since the Balance Sheet Date (none of which is a liability resulting from a breach of contract, claim, breach of warranty, tort, infringement or misappropriation environmental matters, or that relates to adjustments any cause of a normal and recurring type whichaction claim or lawsuit), (iii) for Liabilities that would not reasonably be expected, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related be material to the Product Line Business or the Purchased Assets Company and the Inventory Company Subsidiaries, taken as a whole, (iv) for Transaction Expenses, and (v) for Liabilities incurred at the prior written consent of Purchaser in connection with this Agreement, neither the Company nor any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature the Company Subsidiaries has any Liabilities that would be required by GAAP to be reflected or reserved against on a balance sheet prepared in financial statements other than accordance with IFRS. (d) The Company and the Company Subsidiaries maintain a system of internal accounting controls and procedures that are sufficient to provide reasonable assurance that (i) liabilities disclosed or provided for in material transactions of the Financial Statements Company and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, Company Subsidiaries are not reasonably expected to have a Material Adverse Effect.executed only with

Financial Statements; No Undisclosed Liabilities. Each (a) Attached to Schedule 6.07(a) are copies of (i) the audited consolidated balance sheet of Solara Medical Supplies, LLC, a California limited liability company, as of December 31, 2018 and the related audited consolidated statements of income and cash flows for the fiscal year ended December 31, 2018 (the “2018 Year-End Financial Statements”), (ii) the unaudited consolidated balance sheet of Solara Medical Supplies, LLC, a California limited liability company, as of December 31, 2019 and the related unaudited consolidated statements of income and cash flows for the fiscal year ended December 31, 2019 (the “2019 Year-End Financial Statements” and, together with the 2018 Year-End Financial Statements, the “Year-End Financial Statements”) and (iii) the unaudited consolidated balance sheet of Solara Medical Supplies, LLC as of April 30, 2020 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of income and cash flows for the four-month period then ended (collectively, with the Latest Balance Sheet, the “Interim Financial Statements” and collectively with the Year-End Financial Statements, the “Financial Statements”). Except as set forth on Schedule 6.07(a), the Financial Statements fairly present, in all material respects the financial position and results of operations of the consolidated financial statements (including, in each case, any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"), to the extent they disclose financial information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in such filings and, in the case of unaudited quarterly financial statementsCompany and its Subsidiaries, as permitted by Form 10-Q under of the Exchange Act, dates and for the periods referred to therein and have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods indicatedperiod involved (subject, in the case of the Interim Financial Statements, to the historical past practices of the Company and its Subsidiaries (including audit adjustments to non-cash items at year-end, which adjustments include goodwill and deferred Taxes, and eachthe lack of footnote disclosures and other presentation items)). The Financial Statements are based on the books and records of the Company, as amended, supplemented or restated, if applicable, presented fairlyand fairly present, in all material respects, the consolidated financial condition of the Company for the periods indicated. The Financial Statements do not misstate, in any material respect, the financial position of Seller as of the respective dates thereof and the consolidated results of operations and cash flows flow of Seller the Company and its Subsidiaries, as applicable, as of the date thereof, or for the respective periods indicated therein (subjectperiod related thereto, in the case of unaudited statements, to adjustments of a normal and recurring type which, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for in the Financial Statements and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effectas applicable.

Financial Statements; No Undisclosed Liabilities. Each (a) Attached hereto as Section 2.6(a) of the Disclosure Schedule are complete copies of (i) the audited consolidated balance sheets and statements of operations for CWT Travel Holdings, Inc. and its Subsidiaries at and for the years ended December 31, 2022 and December 31, 2021 (the “Annual Financial Statements”), (ii) the unaudited consolidated balance sheet for CWT Travel Holdings, Inc. and its Subsidiaries (the “CWT Travel Interim Balance Sheet”) as of September 30, 2023 and the related unaudited statement of operations for the nine-month period then ended and (iii) the preliminary and unaudited consolidated balance sheet for CWT Holdings, LLC and its Subsidiaries (together with the CWT Travel Interim Balance Sheet, collectively, the “Interim Balance Sheet”) as of December 31, 2023 (the “Balance Sheet Date”) and the related preliminary and unaudited statement of operations for the twelve-month period then ended (the financial statements described in clause (includingii) and this clause (iii), in each casecollectively, the “Interim Financial Statements”). The Annual Financial Statements and the Interim Financial Statements are referred to collectively as the “Financial Statements.” The Financial Statements (including any related notes thereto) contained (A) have been prepared in Seller's SEC Filings (as amendedaccordance with GAAP, supplemented or restated, if applicable consistently applied throughout the "FINANCIAL STATEMENTS"), to the extent they disclose financial information directly or primarily related to the Product Line Business, was preparedperiods covered thereby, except as may be indicated in such filings andotherwise noted therein, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, in accordance with GAAP applied on a consistent basis during the periods indicated, and each, as amended, supplemented or restated, if applicable, presented fairly(B) fairly present, in all material respects, the consolidated financial position condition and results of Seller operations of the Company Group as of the respective dates thereof and the consolidated results of operations and cash flows of Seller for the respective periods indicated therein covered thereby (subject, except in the case of unaudited statementsInterim Financial Statements, subject to adjustments of a normal and recurring type whichyear-end audit adjustments (which would not be material, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related ) and to the Product Line Business or the Purchased Assets absence of notes and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature other textual disclosure required by GAAP to be reflected in financial statements other than GAAP) (i) liabilities disclosed or provided for which if presented would not differ materially from those presented in the latest Annual Financial Statements Statements) and (iiC) current liabilities have been prepared from the financial books and obligations incurred in records of the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Material Adverse EffectCompany Group.

Financial Statements; No Undisclosed Liabilities. Each The Companies and the Shareholders have delivered to the Purchaser consolidated balance sheets of the consolidated financial statements Companies as of December 31, 1994 (including, in each case, any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS1994 Financials"), December 31, 1995, December 31, 1996 and November 30, 1997 (unaudited) (the "1997 Financials") and the related statements of income, retained earnings and cash flows and the notes thereto, for the periods then ended (hereinafter referred to as the extent they disclose financial information directly or primarily related to "Financial Statements"). The 1994 Financials have been audited by Nevixx, Xxxxxx & Xssociates, Ltd., the Product Line BusinessCompanies' former independent accountants. The Financial Statements (other than the 1994 Financials and the 1997 Financials) have been audited by Ernst & Young LLP, was prepared, except as may be indicated the Companies' independent accountants. The Financial Statements are true and correct in such filings and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, all material respects and have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during consistently throughout the periods indicated, and each, as amended, supplemented or restated, if applicable, presented fairly, in all material respects, involved. The Financial Statements fairly present the consolidated financial position of Seller as condition of the respective Companies as at the dates thereof and the consolidated results of the operations and cash flows of Seller the Companies for the respective periods indicated therein (subject, indicated. The balance sheets contained in the case Financial Statements fairly reflect all liabilities of unaudited statements, to adjustments the Companies of a normal the types 10 normally reflected in balance sheets as at the dates thereof and recurring type which, individually or in the aggregate, reserves for workers' compensation and other benefits are not reasonably adequately stated on the Financial Statements and represent the ultimate realizable expected to have a Material Adverse Effect)costs for such items. There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related Except to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected extent set forth in financial statements other than (i) liabilities disclosed or provided for in the consolidated balance sheet of the Companies as of November 30, 1997 included in the Financial Statements (the "1997 Balance Sheet") or as identified in Exhibit II(E), and (ii) except for current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31practices (and not materially different in type or amount), 2005 (neither of the "FINANCIAL STATEMENT DATE") thatCompanies has any liabilities or obligations of any nature, individually whether accrued, absolute, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. Neither of the Companies nor any of the Shareholders is aware of any material omissions in the aggregate, are not reasonably expected to have a Material Adverse EffectFinancial Statements. A true and correct copy of the Financial Statements is attached hereto as Exhibit II(E).

Financial Statements; No Undisclosed Liabilities. Each (a) The Company has furnished Parent with (i) the audited consolidated balance sheet of the Company and the Company Subsidiaries and the related audited consolidated financial statements of income, stockholders’ equity and cash flows as of and for the fiscal years ended December 31, 2022 (includingthe “2022 Audited Financial Statements”) and December 31, in each case2021 (together with the 2022 Audited Financial Statements, any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"“Audited Financial Statements”), to all certified by the extent they disclose financial information directly or primarily Company’s accountants and (ii) the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of September 30, 2023 (the “Balance Sheet” and such date, the “Balance Sheet Date”) and the related to unaudited consolidated statement of income and cash flows for the Product Line Businessnine (9) months ended on the Balance Sheet Date (the “Unaudited Financial Statements”, was preparedand together with the Audited Financial Statements, except as may be indicated the “Financial Statements”). The Financial Statements, including the footnotes thereto, have been in such filings and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, all material respect prepared in accordance with GAAP applied on a consistent basis during throughout the periods indicatedperiod involved, except as otherwise described therein or on Schedule 3.5 and eachin the case of the Unaudited Financial Statements, as amended, supplemented or restatedsubject to normal year-end adjustments (the effect of which will not be materially adverse) and the absence of disclosures normally made in footnotes (that, if applicablepresented, would not differ materially from those presented fairlyin the Audited Financial Statements). The Financial Statements are based on the books and records of the Company and the Audited Financial Statements fairly present, in all material respects, the consolidated financial position of Seller the Company and the Company Subsidiaries, as of the respective dates thereof thereof, respectively, and the consolidated results of operations the operations, stockholders’ equity and cash flows of Seller the Company and the Company Subsidiaries for the respective periods indicated therein (subject, indicated. The Company currently maintains a system of accounting established and administered in the case of unaudited statements, to adjustments of a normal and recurring type which, individually or all material respects in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for in the Financial Statements and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent accordance with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Material Adverse EffectGAAP.

Financial Statements; No Undisclosed Liabilities. Each (a) Attached to Section 3.05(a) of the consolidated financial statements Seller Disclosure Letter are correct and complete copies of the Financial Statements. The Financial Statements (including, i) were prepared in each case, any notes thereto) contained in Seller's SEC Filings accordance with GAAP applied on a consistent basis throughout the periods covered (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"), to the extent they disclose financial information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in the notes to such filings andfinancial statements or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q or any successor form under the Exchange Act, in accordance with GAAP applied on a consistent basis during and except that unaudited financial statements may not contain footnotes (the periods indicatedabsence of which are not material) and are subject to normal and recurring year-end adjustments which are not material), and each, as amended, supplemented or restated, if applicable, presented fairly(ii) fairly present, in all material respects, the consolidated financial position of Seller the Company and the Company’s consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and consolidated cash flows of Seller the Company and the Company’s consolidated Subsidiaries for the respective periods indicated therein covered thereby and (iii) have been prepared from, and accurately reflects, in all material respects, the books and records of the Company and the Company’s consolidated Subsidiaries (subject, in the case of unaudited statements, to adjustments of a normal and recurring type which, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for in the Financial Statements and the 2022 Carve-Out Financial Statements, respectively, to (iiA) current liabilities the fact that the Business was not operated on a stand-alone basis during such periods and obligations incurred (B) the fact that the Business Financial Statements and the 2022 Carve-Out Financial Statements, respectively (and the allocations and estimates made by the management of Seller and the Company in preparing such Business Financial Statements and the 2022 Carve-Out Financial Statements, respectively) (1) are not necessarily indicative of the costs that would have resulted if the Business had been operated on a stand-alone basis during such periods and (2) shall not be indicative of any such costs to the Group Companies that shall result following the Closing), except, in the ordinary course case of business the Business Financial Statements, in each case, as would not be material to the Business, and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregatecase of the Carve-Out 2022 Financial Statements, are as would not reasonably expected to have a Material Adverse Effectmaterial adverse impact on the Business and taking into account impacts resulting from agreements on the Business perimeter reached between Seller and Purchaser subsequent to the preparation of the 2022 Carve-Out Financial Statements. The Business Financial Statements and the and the 2022 Carve-Out Financial Statements, respectively, were derived from the financial data inputs into the Group Company Financial Statements as of and for the corresponding period-end and periods covered thereby and the financial accounting and reporting systems of the Group Companies.

Financial Statements; No Undisclosed Liabilities. (a) The Company has heretofore furnished to Acquiror true and complete copies of (i) the audited balance sheet of the Company as of December 31, 2016 and 2015, and the related audited statements of income, changes in stockholders’ equity and cash flows of the Company for the 12-month periods then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors, (ii) a draft of the balance sheet of the Company as of December 31, 2017 and the related statements of income, changes in stockholders’ equity and cash flows of the Company for the 12-month periods then ended (the financial statements referred to in clauses (i) and (ii) collectively referred to as the “Company Annual Financial Statements”) and (iii) the unaudited balance sheet of the Company as of March 31, 2018, and the related unaudited statements of income, changes in stockholders’ equity and cash flows of the Company for the three-month period then ended, together with all related notes and schedules thereto (collectively referred to herein as the “Interim Financial Statements”). Each of the consolidated financial statements Financial Statements (includingA) are, or will be when delivered, correct and complete in each caseall material respects and have been prepared in accordance with the books and records of the Company; (B) have been, any notes thereto) contained in Seller's SEC Filings (as amendedor will be when delivered, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"), to the extent they disclose financial information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in such filings and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, prepared in accordance with GAAP applied on a consistent basis during throughout the periods indicatedindicated (except as may be indicated in the notes thereto) and with respect to the Interim Financial Statements, for the absence of notes; and each(C) fairly present, as amended, supplemented or restated, if applicable, presented fairlywill fairly present when delivered, in all material respects, the consolidated financial position position, results of Seller operations and cash flows of the Company as of the respective dates thereof and the consolidated results of operations and cash flows of Seller for the respective periods indicated therein, except as otherwise noted therein (and subject, in the case of unaudited statementsthe Interim Financial Statements, to adjustments of a normal and recurring type whichyear-end adjustments that will not, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for in the Financial Statements and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effectmaterial.

Financial Statements; No Undisclosed Liabilities. Absence of Changes. (a) Each of the Parent has provided to each other Parent (or has otherwise given each other Parent access to) consolidated unaudited financial statements of such Contributed Subsidiaries, including their consolidated balance sheets as of November 25, 2012 (including, in each case, any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"), to the extent they disclose financial information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in such filings and, in the case of Oracle) or as of November 30, 2012 (in the case of Watson and Xxxx) and the consolidated statements of income for the 6-month period then ended (the “Interim Financial Statements”). (b) Each Parent has provided to each other Parent (or has otherwise given each other Parent access to) consolidated unaudited quarterly financial statementsstatements of such Contributed Subsidiaries, including the combined balance sheets and the combined statements of income as permitted by Form 10-Q under of and for each of the Exchange Actthree completed fiscal years ending in May 2010, May 2011 and May 2012 (the “Annual Financial Statements,” and together with the Interim Financial Statements, the “Financial Statements”). (c) Such Financial Statements were derived from the books and records of such Parent’s Group, have been prepared in accordance with GAAP applied on a consistent basis during the periods indicated, and each, as amended, supplemented or restated, if applicable, presented fairly, present fairly in all material respects, respects the consolidated financial position of Seller as of the respective dates thereof and the consolidated results of operations of the Business of the Contributed Subsidiaries as at the dates and cash flows of Seller for the respective periods indicated therein - 17 - presented (subject, in the case of unaudited statements, subject to adjustments of a normal and recurring type whichadjustments, which are not material, individually or in the aggregate). (d) Since the end of the fiscal year ending in May 2012, except as and to the extent set forth in such Financial Statements, there have been no Liabilities incurred by the Business of such Contributed Subsidiaries that would be required to be reflected on a balance sheet or in the notes thereto prepared in accordance with GAAP, except for (i) Liabilities incurred since the end of the most recently completed fiscal year of such Parent in the Ordinary Course of Business, (ii) Liabilities that would not reasonably be expected to be, individually or in the aggregate, are not materially adverse to such Contributed Subsidiary’s Business, or (iii) employee related Liabilities addressed in the Employee Matters Agreement. (e) Except as required or expressly permitted by this Agreement, since the end of the fiscal year ending in May 2012, no event, occurrence or condition has occurred which has been or would reasonably be expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for in the Financial Statements and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") thatbe, individually or in the aggregate, are not reasonably expected materially adverse to have a Material Adverse Effect.the Business of such Contributed Subsidiaries. 4.09

Financial Statements; No Undisclosed Liabilities. Each (a) Section 5.6(a) of the Company Disclosure Letter sets forth true and complete copies of (x) the audited consolidated financial balance sheet of the Company and its Subsidiaries as at December 31, 2018, and December 31, 2017, and the related audited consolidated statements of income, changes in stockholders’ equity, and cash flows of the Company and its Subsidiaries for the fiscal year then ended (includingcollectively referred to as the “Financial Statements”) and (y) the unaudited consolidated balance sheet of the Company and its Subsidiaries as at September 30, in each case, any notes thereto) contained in Seller's SEC Filings 2019 (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"“Balance Sheet”), and the related unaudited consolidated statements of income, changes in stockholders’ equity, and cash flows of the Company and its Subsidiaries for the fiscal period then ended (collectively referred to as the extent they disclose financial information directly or primarily related to “Interim Financial Statements”). Except as set forth on Section 5.6(a) of the Product Line BusinessCompany Disclosure Letter, was prepared, except as may be indicated in such filings and, in each of the case of unaudited quarterly financial statements, as permitted by Form 10-Q under Financial Statements and the Exchange Act, Interim Financial Statements (i) has been prepared in accordance with GAAP applied on a consistent basis during throughout the periods indicatedindicated (except as may be indicated in the notes thereto), and each, as amended, supplemented or restated, if applicable, presented fairly(ii) fairly presents, in all material respects, the consolidated financial position and results of Seller operations of the Company and its Subsidiaries (taken as of a whole) as at the respective dates thereof and the consolidated results of operations and cash flows of Seller for the respective periods indicated therein, except as otherwise noted therein (and subject, in the case of unaudited statementsthe Interim Financial Statements, to adjustments (A) the absence of a footnote disclosures and other presentation items and (B) changes resulting from normal year-end adjustments, in the case of each of clauses (A) and recurring type which(B), none of which are, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related be material to the Product Line Business or the Purchased Assets Company and the Inventory of any kind whatsoeverits Subsidiaries, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of taken as a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for in the Financial Statements and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effectwhole.

Financial Statements; No Undisclosed Liabilities. Each (a) Attached to Schedule 3.06(a) are complete and correct copies of: (i) the stand-alone unaudited consolidated balance sheet as of the consolidated financial statements March 31, 2020 (including, in each case, any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTSLatest Balance Sheet"), to and the extent they disclose financial information directly or primarily related to stand-alone unaudited statement of income for the Product Line Businessthree-month period then ended, was preparedof the Company and its Subsidiaries (collectively, except the "Most Recent Financial Statements"), (ii) the stand-alone unaudited consolidated balance sheet as may be indicated of December 31, 2019, and the related stand-alone unaudited statement of income and cash flows for the fiscal year ended December 31, 2019, of the Company and its Subsidiaries (the "2019 Unaudited Financial Statements") and (iii) the division-level unaudited statement of income for the fiscal year ended December 31, 2018 for the business of the Company and its Subsidiaries (the "2018 Unaudited Statement of Income" and, together with the 2019 Unaudited Financial Statements, the "Company Unaudited Financial Statements" and, collectively with the Most Recent Financial Statements, the "Financial Statements"). The calculations, judgments, principles and adjustments used in such filings andpreparing, and the underlying balances set forth in, the Financial Statements were prepared in accordance with GAAP, consistently applied (other than footnotes required by GAAP and other than, in the case of unaudited quarterly the Most Recent Financial Statements, for the absence of year-end notes). The 2018 Unaudited Statement of Income has been prepared in good faith based upon the Company's reasonable estimates, assumptions and judgments as to the financial statementsperformance of the business of the Company and its Subsidiaries and reasonably and fairly presents the results of operations of the business of the Company and its Subsidiaries, operated as a standalone business and not as part of a consolidated group, as permitted by Form 10-Q under of the Exchange Act, in accordance with GAAP applied on a consistent basis during period then ended. The Most Recent Financial Statements and the periods indicated, and each, as amended, supplemented or restated, if applicable, presented fairly, 2019 Unaudited Financial Statements fairly present in all material respects, respects (i) the consolidated financial position of Seller the Company and its Subsidiaries as of the respective dates date thereof and (ii) the consolidated results of operations and cash flows of Seller the Company and its Subsidiaries for the respective fiscal periods indicated therein (subject, in the case of unaudited statements, to adjustments of a normal and recurring type which, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for in the Financial Statements and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effectcovered thereby.

Financial Statements; No Undisclosed Liabilities. (a) True, complete and correct copies of the unaudited consolidated balance sheet of the Tenet Contributed Business as at December 31, 2014 and the related unaudited consolidated statement of income of the Tenet Contributed Business (collectively referred to as the “Tenet Financial Statements”) and the unaudited consolidated statement of income of the Tenet Contributed Business for the two-month period ended February 28, 2015 (collective referred to as the “Tenet Interim Financial Statements”) are attached hereto as Schedule 5.5(a) of the Tenet Disclosure Schedules. Each of the consolidated financial statements (including, in each case, any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"), to the extent they disclose financial information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in such filings and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, in accordance with GAAP applied on a consistent basis during the periods indicated, and each, as amended, supplemented or restated, if applicable, presented fairlyTenet Financial Statements fairly present, in all material respects, the consolidated financial position and results of Seller 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 accounting policies, principles, methods or practices, including any such change with respect to reserves (whether with respect to bad debts, contingent liabilities or otherwise), 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 Tenet Interim Financial Statements (i) have been prepared in good faith by or under the direction of management of Tenet and are derived from the books and records of Tenet, which books and records are the basis of the audited consolidated financial statements of Tenet and (ii) fairly present the financial condition and results of operations and cash flows of the Tenet Contributed Business as of the respective dates thereof and the consolidated results of operations and cash flows of Seller for the respective periods indicated therein (subjecttherein, in the each case of unaudited statements(i) and (ii), to adjustments of a normal and recurring type whichexcept as would not, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for in the Financial Statements and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Tenet Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited consolidated balance sheet of the Company and the Subsidiary as at December 31, 2009, December 31, 2008 and December 31, 2007, and the related audited consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company and the Subsidiary, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company and the Subsidiary as at June 30, 2010, and the related consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company and the Subsidiary for the six-month period then ended (collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.7(a) of the Disclosure Schedules. Each of the consolidated financial statements Financial Statements and the Interim Financial Statements (includingi) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company and the Subsidiary, (ii) have been prepared in each caseaccordance with Danish GAAP (and with respect to revenue and revenue recognition only, any notes theretoGAAP) contained in Seller's SEC Filings applied on a consistent basis throughout the periods covered (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"), to the extent they disclose financial information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in such filings andthe notes thereto) and applicable Law on good accounting practices, subject, in the case of unaudited quarterly financial statementsthe Interim Financial Statements, as permitted by Form 10-Q under to the Exchange Act, exceptions contained in accordance with GAAP applied on a consistent basis during the periods indicatedSchedule 2.3(a), and each, as amended, supplemented or restated, if applicable, presented fairly(iii) fairly present, in all material respects, the consolidated financial position of Seller as of position, Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the respective dates thereof Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the consolidated Commission. results of operations and cash flows of Seller the Company and the Subsidiary as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (and subject, in the case of unaudited statementsthe Interim Financial Statements, to adjustments of a normal and recurring type whichyear-end adjustments that will not, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for in the Financial Statements and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effectmaterial.

Financial Statements; No Undisclosed Liabilities. (a) True, complete and correct copies of the audited consolidated balance sheet of Xxxxxxx Holdings and its Subsidiaries as at December 31, 2014 and December 31, 2013 and the related audited consolidated statements of income and changes in equity of United Surgical Partners International, Inc. (“Xxxxxxx Public Filer”) and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of Xxxxxxx Public Filer’s independent auditors (collectively referred to as the “Xxxxxxx Financial Statements”) and the unaudited consolidated statement of income of Xxxxxxx Public Filer and its Subsidiaries for the two-month period ended February 28, 2015 (collectively referred to as the “Xxxxxxx Interim Financial Statements”) are attached hereto as Schedule 4.5(a) of the Xxxxxxx Disclosure Schedules. Each of the consolidated financial statements Xxxxxxx Financial Statements (including, in each case, any notes theretoi) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"), to the extent they disclose financial information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in such filings and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods indicated, indicated (except as may be indicated in the notes thereto); and each, as amended, supplemented or restated, if applicable, presented fairly, in all material respects, (ii) fairly present the consolidated financial position position, results of Seller operations and cash flows of Xxxxxxx Holdings and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein. From December 31, 2013 until the date of this Agreement, there has been no change in any accounting policies, principles, methods or practices, including any such change with respect to reserves (whether with respect to bad debts, contingent liabilities or otherwise), of Xxxxxxx Holdings or its Subsidiaries, except as required by GAAP or as would not, individually or in the aggregate, have a Xxxxxxx Material Adverse Effect. Each of the Xxxxxxx Interim Financial Statements (i) have been prepared in good faith by or under the direction of management of Xxxxxxx Public Filer and are derived from the books and records of Xxxxxxx Public Filer, which books and records are the basis of the audited consolidated financial statements of Xxxxxxx Public Filer and (ii) fairly present the financial condition and results of operations and cash flows of Xxxxxxx Public Filer and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Seller for the respective periods indicated therein (subjecttherein, in the each case of unaudited statements(i) and (ii), to adjustments of a normal and recurring type whichexcept as would not, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for in the Financial Statements and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Xxxxxxx Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. Each The Company has made available to Parent true and complete copies (such financial statements, the “Company Financial Statements”) of (a) the audited consolidated balance sheet of the Company and its consolidated financial Subsidiaries as of December 31, 2020, December 31, 2019 and December 31, 2018 and the related audited consolidated statements of income, cash flows and stockholders’ equity for each fiscal year of the Company then ended and (includingb) the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries (the “Interim Balance Sheet”) as of June 30, in each case, any notes thereto) contained in Seller's SEC Filings 2021 (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"“Interim Balance Sheet Date”), to and the extent they disclose financial information directly or primarily related to unaudited consolidated statements of income and cash flows for the Product Line Businessfive (5)-month period then ended. Except as set forth on Schedule 3.5, was prepared, except as may be indicated in such filings and, subject in the case of unaudited Financial Statements to the absence of certain footnotes not customarily included in the unaudited quarterly financial statementsstatements and normal year-end adjustments, as permitted by Form 10-Q under the Exchange Act, Company Financial Statements (i) have been prepared in accordance with GAAP applied on a consistent basis during in all material respects throughout the periods indicatedcovered thereby, except as may be indicated in the notes thereto, and each, as amended, supplemented or restated, if applicable, presented fairly(ii) fairly present, in all material respects, the consolidated financial position of Seller the Group Companies as of the respective dates thereof and the their consolidated results of operations and cash flows of Seller for the respective periods indicated therein then ended. The Company maintains a standard system of accounting established and administered in accordance with GAAP. Except as set forth on Schedule 3.5, the Company has no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, except (subject, a) those which are adequately reflected or reserved against in the case Interim Balance Sheet as of unaudited statementsthe Interim Balance Sheet Date, to adjustments of a normal and recurring type which(b) those which have been incurred in the Ordinary Course consistent with past practice since the Interim Balance Sheet Date and which are not, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected material in financial statements other than (i) liabilities disclosed or provided for in the Financial Statements and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effectamount.

Financial Statements; No Undisclosed Liabilities. Each (a) Attached as Schedule 3.05(a)(i) of the consolidated financial Disclosure Letter are true, correct and complete copies of (A) the unaudited statements of assets, liability and members’ capital of the Seller as of December 31, 2021 and December 31, 2020, and the related statements of revenues and expenses and statements of changes in members’ capital of the Seller for the fiscal years ended December 31, 2021 and December 31, 2020 (including, in each case, any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"“Seller 2021 and 2020 GAAP Financial Statements”), (B) the audited statement of assets, liability and members’ capital of the Seller as of December 31, 2019, and the related statement of revenues and expenses and statement of changes in members’ capital of the Seller for the fiscal year ended December 31, 2019 (the “Seller Year-End 2019 Financial Statements”, and together with the Seller 2021 and 2020 GAAP Financial Statements, the “Seller Year-End Financial Statements”) and (C) the unaudited statement of assets, liability and members’ capital of the Seller as of September 30, 2022 (the “Seller Interim Balance Sheet”) and the related statement of revenues and expenses and statement of changes in members’ capital for the nine-month period then ended (the “Seller Interim Financial Statements,” and together with the Seller Year-End Financial Statements, the “Seller Pre-Signing Financial Statements”). Except with respect to the extent they disclose financial information directly or primarily related to Seller Year-End 2019 Financial Statements and the Product Line BusinessSeller Interim Balance Sheet, was prepared, except as may be indicated in such filings and, in the case of unaudited quarterly financial statements, as permitted by Form 10Seller Pre-Q under the Exchange Act, Signing Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods indicatedinvolved, subject, in the case of the Seller Interim Financial Statements, to normal year-end adjustments (the effect of which will not be materially adverse) and each, as amended, supplemented or restatedthe absence of notes (that, if applicablepresented, would not differ materially from those presented fairly, in the Seller Year-End Financial Statements). The Seller Year-End 2019 Financial Statements and the Seller Interim Balance Sheet have each been prepared in accordance with the cash basis method of accounting applied on a consistent basis throughout the periods involved. The Seller Pre-Signing Financial Statements fairly present in all material respects, respects the consolidated financial position condition of the Seller as of the respective dates thereof they were prepared and the consolidated results of the operations and cash flows of the Seller for the respective periods indicated therein (subject, indicated. The books of account and financial records of the Seller are true and correct in the case of unaudited statements, to adjustments of a normal all material respects and recurring type which, individually or have been prepared and are maintained in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for in the Financial Statements and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent accordance with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effectsound accounting practice.

Financial Statements; No Undisclosed Liabilities. Each (a) Section 2.6 of the Disclosure Schedule contains true and complete copies of (i) the audited consolidated financial balance sheet of the Company and its subsidiaries (other than SageQuest) and the audited consolidated balance sheet of SageQuest, each as at December 31, 2009, December 31, 2008 and December 31, 2007, and each including the related audited consolidated statements of results of operations and cash flows, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (includingtogether the “Audited Financial Statements” ) and (ii) the unaudited consolidated balance sheet of the Company and its subsidiaries as at September 30, 2010 (the “Balance Sheet Date”) and the related unaudited consolidated statements of results of operations and cash flows, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”, and together with the Audited Financial Statements, the “Financial Statements”). Except as noted in Section 2.6 of the Disclosure Schedule, each case, any notes theretoof the Financial Statements (A) contained has been prepared in Seller's SEC Filings (as amended, supplemented or restated, if applicable accordance with the "FINANCIAL STATEMENTS"), books and records of the Fleetmatics Entities pertaining to the extent they disclose financial information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in such filings and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, Business and (B) has been prepared in accordance with GAAP applied on a consistent basis during throughout the periods indicated, indicated (except as may be indicated in the notes thereto). The Audited Financial Statements give a true and each, as amended, supplemented or restated, if applicable, presented fairlyfair view of, in all material respects, the consolidated financial position of Seller as of the respective dates thereof and the consolidated position, results of operations and cash flows of Seller the Company and its subsidiaries (other than Sagequest), or, as the case may be, of SageQuest, each as at the respective dates thereof and for the respective periods indicated therein (subjecttherein, in except as otherwise noted therein. The Interim Financial Statements give a true and fair view of the case consolidated financial position, results of unaudited statementsoperations 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 except to adjustments of a normal and recurring type whichthe extent that any misstatement or omission therein, whether individually or in the aggregate, are would not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for in the Financial Statements and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. Each (a) Section 4.5 of the Company Disclosure Letter sets forth true, correct and complete copies of (i) the audited consolidated financial balance sheet of ITT Holdings and its Subsidiaries and the related consolidated statements of income, comprehensive income, changes in member’s equity and cash flows for the fiscal years ended December 31, 2019 (includingsuch date, in each case, any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"), to the extent they disclose financial information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in such filings “Balance Sheet Date” and, in the case of unaudited quarterly such financial statements, as permitted by Form 10-Q under the Exchange Act“2019 Audited Financial Statements”) and December 31, 2018 (collectively, the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Company and the Company Subsidiaries and the related consolidated statements of income, comprehensive income, changes in member’s equity and cash flows (x) for the six (6) months ended June 30, 2020 and the eight (8) months ended August 31, 2020 (the “Interim Financial Statements”) and (y) for the fiscal years ended December 31, 2019 and December 31, 2018 (the financial statements described in this clause (ii), collectively, with the Audited Financial Statements, the “Financial Statements”). The Financial Statements (A) have been prepared in accordance with GAAP consistently applied on a consistent basis during the periods indicated, period involved and each, as amended, supplemented or restated, if applicable, presented fairly(B) fairly present, in all material respects, the consolidated financial position position, results of Seller operations, cash flows and changes in member’s equity of ITT Holdings and its Subsidiaries or the Company and the Company Subsidiaries, as applicable, as of the respective dates thereof and the consolidated results of operations and cash flows of Seller for the respective periods indicated therein (subject, in the case of unaudited statementsthe Interim Financial Statements, to normal recurring year-end adjustments of a normal and recurring type whichthat are not, individually or in the aggregate, are material in amount and nature, and to the absence of certain footnotes, which, if presented, would not reasonably expected to have a Material Adverse Effectdiffer materially from those presented in the Audited Financial Statements). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets (b) The Company and the Inventory of Company Subsidiaries do not have any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature Liabilities that are required by GAAP to be reflected set forth in financial statements other than an audited consolidated balance sheet prepared in accordance with GAAP, except for Liabilities (i) liabilities disclosed expressly reflected in or provided for in reserved against on the Financial Statements consolidated balance sheet of the Company and the Company Subsidiaries as of the Balance Sheet Date, (ii) current liabilities and obligations incurred in connection with the transactions contemplated by this Agreement, or (iii) incurred in the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect.Balance Sheet Date. Section 4.6

Financial Statements; No Undisclosed Liabilities. Each (a) Prior to the execution of this Agreement, the Company has delivered to Parent true, correct and complete copies of the consolidated following financial statements (includingwhich are set forth in Section 3.7(a) of the Company Disclosure Schedule): (i) the Company’s consolidated audited balance sheets as of December 31, in each case2018, any notes thereto) contained in Seller's SEC Filings 2017 and 2016 and the related consolidated audited statements of income, comprehensive income, stockholders’ equity and cash flows for the fiscal years then ended (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"“Company Audited Financial Statements”), together with a true, correct and complete copy of the report on such audited information by the Company’s independent accountants, and all letters from such accountants with respect to the extent they disclose financial information directly or primarily results of such audits; and (ii) the Company’s consolidated unaudited balance sheets as of June 30, 2019 and the related consolidated unaudited statements of income for the six-month period then ended (the “Company Unaudited Financial Statements”). The Company Audited Financial Statements and the Company Unaudited Financial Statements are collectively referred to in this Agreement as the Product Line Business“Company Financial Statements”. All such Company Financial Statements (i) were prepared in accordance with GAAP, was prepared, except as may be indicated in such filings and(ii) fairly present (subject, in the case of unaudited quarterly financial statementsthe Company Unaudited Financial Statements, as permitted by Form 10to normal and recurring year-Q under end adjustments which will not, individually or in the Exchange Actaggregate, in accordance with GAAP applied on a consistent basis during be materially adverse and to the periods indicated, and each, as amended, supplemented or restatedabsence of footnote disclosures that, if applicablepresented, presented fairly, would not differ materially from those included in the most recent Company Audited Financial Statements) in all material respects, the consolidated respects its financial position condition and results of Seller operations at and as of the respective dates thereof and the consolidated results of operations and cash flows of Seller for the respective periods indicated therein (subject, in the case of unaudited statements, to adjustments of a normal and recurring type which, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for in the Financial Statements covered thereby and (iiiii) current liabilities and obligations incurred in the ordinary course of business are supported by and consistent with past practice since December 31the general ledger and detailed trial balances of investment securities, 2005 (the "FINANCIAL STATEMENT DATE") thatloans and commitments, individually or in the aggregatedepositors’ accounts and cash balances on deposit with other institutions, are not reasonably expected true, correct and complete copies of which have been made available to have a Material Adverse EffectParent.

Financial Statements; No Undisclosed Liabilities. Each (a) True and complete copies of (i) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016, and the unaudited consolidated financial statements statement of income of the Company and its Subsidiaries for the 12-month period ending as of December 31, 2016 (including, in each case, any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"“2016 Financials”), and (ii) the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2015, and the audited consolidated statement of income of the Company and its Subsidiaries for the 12-month period ending as of December 31, 2015 (clauses (i) and (ii) collectively referred to as the extent they disclose financial information directly or primarily “Financial Statements”), and the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2017, and the related unaudited consolidated statement of income of the Company and its Subsidiaries for the six-month period ending as of June 30, 2017 (collectively referred to as the Product Line Business“Interim Financial Statements”), was preparedare attached hereto as Schedule 3.7(a)(i) of the Disclosure Schedules. Except as set forth on Schedule 3.7(a)(ii) of the Disclosure Schedules, except as may be indicated each of the Financial Statements and the Interim Financial Statements (A) have been prepared in such filings andaccordance with the books and records of the Company and its Subsidiaries, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, (B) have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods indicated, indicated (except as may be indicated in any notes or schedules thereto) and each, as amended, supplemented or restated, if applicable, presented fairly(C) fairly present, in all material respects, the consolidated financial position and results of Seller operations of the Company and its Subsidiaries as of at the respective dates thereof and the consolidated results of operations and cash flows of Seller for the respective periods indicated therein therein; provided that (subjectx) the 2016 Financials and the Interim Financial Statements are unaudited and lack footnotes and other presentation items, in and (y) the case of unaudited statements, Interim Financial Statements are subject to normal year-end adjustments of a normal and recurring type whichthat are not expected to be material, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets Company and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of its Subsidiaries taken as a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for in the Financial Statements and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effectwhole.

Financial Statements; No Undisclosed Liabilities. (a) Each of (i) the consolidated financial statements pro forma balance sheet of the Borrower as at April 30, 1999 (including, in each case, any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTSPro Forma Borrower Balance Sheet"), (ii) the pro forma financial statements of the Borrower as of and for each of the eight months ending December 31, 1999, (iii) the projected financial statements of the Borrower as of and for each of the five fiscal years ended December 31, 2003 (the "Projected Borrower Financial Statements"), (iv) the pro forma combined balance sheet of the Parent as at February 28, 1999 (the "Pro Forma Parent Balance Sheet") and (v) the projected financial statements of the Parent as of and for each of the five fiscal years ending December 31, 2003 (the "Projected Parent Financial Statements"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (A) the consummation of the Acquisition and the transactions contemplated thereby, (B) the Loans to be made hereunder and the use of the proceeds thereof and (C) the payment of estimated fees and expenses in connection with the foregoing. The Pro Forma Borrower Balance Sheet and the Pro Forma Parent Balance Sheet have been prepared based on the best information available to the extent they disclose financial Borrower and the Parent as of the date of delivery thereof and based on such information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in such filings and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, in accordance with GAAP applied on a consistent basis during the periods indicated, and each, as amended, supplemented or restated, if applicable, presented fairly, present fairly in all material respects, respects the estimated consolidated financial position of Seller the Parent as of February 28, 1999 and the estimated financial position of the Borrower as of April 30, 1999, assuming that the events specified in the preceding sentence had occurred. The financial statements referred to in clause (ii), the Projected Borrower Financial Statements and the Projected Parent Financial Statements include an income statement, a statement of cash flow, a balance sheet and a calculation of EBITDA statement for each of the periods presented, and have been prepared in accordance with GAAP. Each of the financial statements referred to in clause (ii), the Projected Borrower Financial Statements and the Projected Parent Financial Statements have been prepared on the best information available to the Borrower and the Parent as of the respective dates date of delivery thereof and based on such information presents fairly in all material respects the consolidated results financial condition of operations and cash flows of Seller for the respective periods indicated therein (subject, in the case of unaudited statements, to adjustments of a normal and recurring type which, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets Parent and the Inventory Borrower and the EBITDA of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (the Parent and whether due or to become due), the Borrower for each of a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for in the Financial Statements and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effectperiods presented.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited consolidated balance sheet of the Companies and their respective Subsidiaries as at December 31, 2018, and 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 “Balance Sheet”), and the related consolidated statements of profits and losses (collectively referred to as the “Interim Financial Statements”), are attached as Section 3.6(a) of the Disclosure Schedules. Each of the consolidated financial statements Financial Statements and the Interim Financial Statements (including, i) are correct and complete in each case, any notes theretoall material respects and have been prepared in accordance with the books and records of the Companies and their respective Subsidiaries; (ii) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"), to the extent they disclose financial information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in such filings and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods indicated, indicated (except as may be indicated in the notes thereto); and each, as amended, supplemented or restated, if applicable, presented fairly(iii) fairly present, in all material respectsrespects (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 of Seller as of the respective dates thereof and the consolidated position, results of operations and cash flows of Seller the Companies and their respective 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 unaudited statementsthe Interim Financial Statements, to adjustments of a normal and recurring type whichyear-end adjustments that will not, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for in the Financial Statements and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effectmaterial.

Financial Statements; No Undisclosed Liabilities. Each Prior to the execution and delivery of this Agreement, JPMorgan has delivered to Parent the (i) audited balance sheets of the consolidated financial Company as of December 31, 2005 and December 31, 2006, and the related audited statements of income and cash flows for those years and related footnotes (including, in each case, any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"“Historical Financial Statements”), to and (ii) unaudited balance sheets of the extent they disclose financial information directly or primarily Company as of May 31, 2007, together with the related to unaudited statement of income for the Product Line Business, was prepared, except as may be indicated in period covered by such filings unaudited balance sheets (the “Interim Financial Statements” and, together with the Historical Financial Statements, the “Financial Statements”). The Financial Statements are set forth in Section 4.7 of the case Disclosure Schedule. The Financial Statements were prepared from the books and records of unaudited quarterly the Company (which are accurate and complete in all material regards), and the Historical Financial Statements fairly present in all material respects the financial statementscondition of the Business as of the dates indicated and the results of operations, as permitted by Form 10-Q under of the Exchange ActBusiness for the respective periods indicated, and have been prepared in accordance with GAAP applied consistently applied. The Interim Financial Statements (which have been prepared on a consistent pro forma basis during to include the Contributed Assets as if such assets and liabilities had been assets and liabilities of the Company as of the dates thereof and to not include the Excluded Liabilities but only the Included Liabilities) fairly present in all material respects the financial condition of the Business as of the dates indicated and the results of operations of the Business for the respective periods indicated, and eachhave been prepared in accordance with GAAP consistently applied, as amended, supplemented or restated, if applicable, presented fairly, in all material respects, the consolidated financial position of Seller as of the respective dates thereof and the consolidated results of operations and cash flows of Seller for the respective periods indicated therein (subject, in the case of unaudited statements, subject to annual year end audit adjustments of a normal and recurring type whichwhich should not be material, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory absence of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than footnotes. Except for (i) liabilities disclosed those Liabilities that are fully reflected or provided for reserved against on the unaudited balance sheet as of May 31, 2007 contained in the Financial Statements and (ii) current liabilities and obligations Liabilities incurred in the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") thatdate of such balance sheet and which are not material to the Business, individually or in the aggregate, are the Company does not reasonably expected have any Liabilities or obligations of any nature, whether absolute, accrued, contingent or other and whether due or to become due that would be required to be reflected or reserved against on a balance sheet of the Company prepared in accordance with GAAP. The books and records of the Business have a Material Adverse Effectin all material respects been maintained in accordance with good business practices and all applicable Laws and reflect only actual transactions.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2009, December 31, 2008 and December 31, 2007, and the related audited consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows 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 internally-prepared consolidated balance sheet of the Company and its Subsidiaries as at March 31, 2010, and the related consolidated statement of income (together, the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Letter. Each of the Audited Financial Statements 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 and its Subsidiaries on a basis consistent throughout such periods, (ii) fairly present, in all material respects, the consolidated financial statements (includingposition, results of operations and in each casethe case of the Audited Financial Statements, any notes thereto) contained in Seller's SEC Filings (cash flows of the Company and its Subsidiaries as amended, supplemented or restated, if applicable at the "FINANCIAL STATEMENTS"), to respective dates thereof and for the extent they disclose financial information directly or primarily related to the Product Line Business, was preparedrespective periods indicated therein, except as may be indicated in such filings andotherwise noted therein and subject, in the case of unaudited quarterly the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and (iii) contain and reflect all adjustments, accruals, reserves, provisions and allowances necessary for a fair presentation of the Company’s and its Subsidiaries’ consolidated financial statements, as permitted position and the results of operations for the periods covered by Form 10-Q under the Exchange Act, Audited Financial Statements and Interim Financial Statements. Each of the Audited Financial Statements has been prepared in accordance with GAAP applied on a consistent basis during throughout the periods indicated, and each, indicated (except as amended, supplemented or restated, if applicable, presented fairly, in all material respects, the consolidated financial position of Seller as of the respective dates thereof and the consolidated results of operations and cash flows of Seller for the respective periods may be indicated therein (subject, in the case of unaudited statements, to adjustments of a normal and recurring type which, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effectnotes thereto). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than (i) liabilities disclosed or provided for in the Financial Statements and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (x) the unaudited balance sheet of the Company as at December 31, 2007, and the related unaudited statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company, (y) the audited balance sheets of the Company as at December 31, 2006 and December 31, 2005, and the related audited statements of income, retained earnings, stockholders’ 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 auditors (clauses (x) and (y) being collectively referred to as the “Financial Statements”) are attached hereto as Schedule 3.6(a) of the Disclosure Schedules and (z) the unaudited balance sheet of the Company as at January 31, 2008, and the related unaudited statements of income, retained earnings, stockholders’ 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”) will be provided as a supplement to Schedule 3.6(a) of the Disclosure Schedules by the Company prior to the Closing. Each of the consolidated financial statements Financial Statements and the Interim Financial Statements (including, i) are correct and complete in each case, any notes theretoall material respects and have been prepared in accordance with the books and records of the Company; (ii) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"), to the extent they disclose financial information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in such filings and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods indicated, indicated (except as may be indicated in the notes thereto); and each, as amended, supplemented or restated, if applicable, presented fairly(iii) fairly present, in all material respects, the consolidated financial position of Seller as of the respective dates thereof and the consolidated position, results of operations and cash flows of Seller the Company as at the respective dates thereof and for the respective periods indicated therein, except (A) as otherwise noted therein (and subject, in the case of unaudited statementsthe Interim Financial Statements, to adjustments of a normal and recurring type whichyear-end adjustments that will not, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to be material and (B) for the Product Line Business or the Purchased Assets December 31, 2007 tax provision, deferred tax asset and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in financial statements other than (i) deferred tax liabilities disclosed or provided for balances set forth in the Financial Statements and (ii) current liabilities and obligations incurred in the ordinary course of business and consistent with past practice since as at December 31, 2005 (2007, which may change materially, provided that the "FINANCIAL STATEMENT DATE") that, individually or in amounts of such changes shall be provided by the aggregate, are not reasonably expected Company to have a Material Adverse Effectthe Parent prior to the Closing.

Financial Statements; No Undisclosed Liabilities. Each (a) The Sellers have delivered to the Buyers an unaudited balance sheet of the consolidated financial Company dated December 31, 2005 and statements (including, in each case, any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "FINANCIAL STATEMENTS"), to the extent they disclose financial information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in such filings and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act, in accordance with GAAP applied on a consistent basis during the periods indicated, and each, as amended, supplemented or restated, if applicable, presented fairly, in all material respects, the consolidated financial position of Seller as of the respective dates thereof and the consolidated results of operations and cash flows of Seller for the respective an one (1) year period then ended, with all footnotes thereto, certified by the Company's chief financial officer (the "Financial Statements"), a copy of which are incorporated herein as SCHEDULE 5.5. (b) The Financial Statements (A) have been prepared in accordance with Brazilian GAAP applied consistently during the periods indicated therein covered thereby; (subject, B) are complete and correct in all material respects and present fairly the case financial condition of unaudited statements, to adjustments the Company at the dates of a normal and recurring type which, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the Product Line Business or the Purchased Assets said Financial Statements and the Inventory results of its operations and cash flows for the periods covered thereby; (C) were prepared in accordance with the books and records of the Company; (D) present fairly the revenues, direct operating expenses actually incurred during the periods covered thereby and the cash position, borrowings, customer advances, inventories, accounts receivable and accounts payable actually held or incurred as of the relevant dates thereof; and (E) do not contain any items of special or nonrecurring income. (c) Since the date of the Financial Statements, the Company has had no material liabilities or obligations of any kind whatsoevernature, whether accrued, fixed, absolute, direct, contingent or otherwise, except liabilities or obligations stated or adequately reserved against on the Financial Statements or reflected in SCHEDULE 5.5. For purposes of this Section 5.5 an amount shall conclusively be deemed "material" if it is greater than or equal to three thousand United States dollars (US$ 3,000.00). The Company has no additional liabilities of any nature (whether fixed or contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature ) not required by GAAP to be disclosed under Brazilian accounting principles in an aggregate amount greater than three thousand United States dollars (US$ 3,000.00). The reserves and provisions reflected in financial statements other than (i) liabilities disclosed or provided for in the Financial Statements are, as of the date thereof and hereof, adequate, appropriate and reasonable and have been calculated in a consistent manner. No reserves or provisions in addition to those reflected in the Financial Statements are currently required or appropriate. (d) All Tax Returns required to be filed with respect to the Company for all Taxable Periods ending on or before the date hereof have been timely filed with the appropriate Tax Authority in the manner prescribed by Applicable Law. All such Tax Returns (i) were prepared in the manner required by Applicable Law, (ii) current liabilities are true, correct and obligations incurred complete in all respects, and (iii) reflect the ordinary course of business and consistent with past practice since December 31, 2005 (the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect.liability for Taxes of