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

Financial Statements; No Undisclosed Liabilities. 1The Company has delivered to GCI true and complete copies of (i) the audited consolidated and consolidating balance sheets of each of the Acquired Companies as of December 31, 2004, December 31, 2005 and December 31, 2006 and the related statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies for each of the 12-month periods ended on such dates (the “Year End Financials”), and (ii) the unaudited balance sheet of each of the Acquired Companies for the eight (8) months ended August 31, 2007 (the “Balance Sheet Date”) and the related statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies (the “Interim Financials” and collectively with the Year End Financials and the Company Audited Financial Statements, the “Company Financial Statements”). The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated. The Company Financial Statements present fairly in all material respects the financial position and operating results of the Acquired Companies as of the dates, and for the periods, indicated therein, subject, in the case of the Interim Financials, to normal year-end audit adjustments. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the Company Financial Statements.

Financial Statements; No Undisclosed Liabilities. 1The Company has delivered to GCI (a) Schedule 3.16(a) contains true and complete copies of (i) the audited consolidated and consolidating combined balance sheets of each of the Acquired CTG Companies as of December 31May 27, 2004, December 31, 2005 2007 and December 31May 28, 2006 and the related combined statements of income, retained earnings, shareholders’ equity operations and cash flows of each of for the Acquired Companies for each of the 12-month periods year ended on such dates May 27, 2007 and May 28, 2006, including any notes thereto (the “Year End Financials”), "Audited Financial Statements") and (ii) the unaudited combined balance sheet of each sheets of the Acquired CTG Companies for the eight (8) months ended August 31as of February 24, 2007 (the “Balance Sheet Date”) 2008 and the related combined statements of income, retained earnings, shareholders’ equity operations and cash flows of each of for the Acquired Companies quarterly period ended February 24, 2008 (the “"Interim Fiscal Period Financials” and collectively with the Year End Financials and the Company Audited Financial Statements, the “Company Financial Statements”"). The Company Audited Financial Statements have been prepared in accordance conformity with GAAP applied on a consistent basis throughout (except in each case as described in the periods indicated. The Company Financial Statements present notes thereto) and fairly present, in all material respects respects, the financial position condition and operating results of operations of the Acquired Companies CTG Business as of the dates, respective dates thereof and for the periods, respective periods indicated therein, subject, in the case of the Interim Financials, to normal year-end audit adjustments. No financial statements of . (b) The CTG Companies do not have any Person other than the Acquired Companies Liabilities that are required by GAAP to be reflected on the Audited Financial Statements and the Interim Fiscal Period Financials that are not reflected thereon other than: (i) Liabilities incurred since May 27, 2007 in the Ordinary Course of Business; (ii) Liabilities under the Related Agreements or incurred in connection with the Contemplated Transactions and the transactions contemplated under the Related Agreements; (iii) as set forth on Schedule 3.16(b); (iv) any other Liabilities which, individually do not exceed $1,000,000, and, in the aggregate, do not exceed $3,000,000; and (v) liabilities of the type and in the amount that will be reflected on the Closing Balance Sheet and included in the Company Financial Statementsdetermination of the Purchase Price.

Financial Statements; No Undisclosed Liabilities. 1The 4.7.1 Section 4.7.1 of the Company has delivered to GCI true and complete copies of Disclosure Schedule sets forth (ia) the audited consolidated and consolidating balance sheets of each financial statements of the Acquired Companies as Company and the Company Subsidiaries including the balance sheets, related statements of income and cash flows and changes in stockholder equity for the periods ended December 31, 20042006, December 31, 2005 and December 31, 2006 and the related statements of income2004, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies for each of the 12-month periods ended on such dates together with all accompanying notes thereto (the “Year End Financials”), "Audited Financial Statements") and (iib) the consolidated unaudited balance sheet of each the Company and the Company Subsidiaries, as of the Acquired Companies for the eight (8) months ended August 31April 30, 2007 (the “Balance Sheet Date”) and the related unaudited consolidated statements of income, retained earnings, shareholders’ equity income and cash flows of each of and changes in stockholder equity for the Acquired Companies four (4) month period then ended including the notes prepared in connection therewith (the “"Unaudited Interim Financials” Financial Statements" and collectively together with the Year End Financials and the Company Audited Financial Statements, the “Company "Financial Statements”"). The Company Except as shown or provided for in the Financial Statements or as otherwise described in Section 4.7.1 of the Company Disclosure Schedule, such Financial Statements (i) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated. The accounting principles and books and records of the Company; (ii) have been prepared in accordance with GAAP; (iii) reflect and provide adequate reserves in respect of, all known Liabilities of the Company Financial Statements and the Company Subsidiaries in accordance with GAAP, including all known contingent Liabilities as of their respective dates, and (iv) present fairly in all material respects the consolidated financial position and operating position, results of operations and cash flows of the Acquired Companies Company and its consolidated Company Subsidiaries as of the dates, and dates or for the periodsperiod indicated. For purposes of this Agreement, indicated thereinthe "Balance Sheet" shall mean the consolidated balance sheet of the Company for the year ended December 31, subject, 2006 contained in the case of the Interim Financials, to normal year-end audit adjustments. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the Company Audited Financial Statements.

Financial Statements; No Undisclosed Liabilities. 1The Company has delivered (a) Attached as Schedule 2.04 are the following financial statements (collectively, including the footnotes to GCI true and complete copies of such financial statements, the "Financial Statements"): (i) the audited consolidated and consolidating balance sheets of each combined statements of the Acquired Companies as results of December 31, 2004, December 31, 2005 and December 31, 2006 and the related statements of income, retained earnings, shareholders’ equity operations and cash flows of each the Companies and their subsidiaries for the fiscal years ended June 30, 1999, 1998 and 1997 and combined balance sheets of the Acquired Companies for each and their subsidiaries as at June 30, 1999 and 1998 together with the footnotes thereto; and (ii) unaudited combined statement of the 12-month results of operations of the Companies and their subsidiaries for the fiscal quarter ended June 30, 1999. (b) The Financial Statements set forth in subsection (a)(i) above have been audited by PricewaterhouseCoopers, independent public accountants. The Financial Statements (i) have been prepared from and are in accordance with the books and records of the Companies, (ii) fairly present in all material respects the consolidated financial condition of the Companies and the Subsidiaries and the results of their operations and cash flows as of the date and for the periods ended on such dates (the “Year End Financials”)specified therein, and (iiiii) the unaudited balance sheet of each of the Acquired Companies for the eight (8) months ended August 31, 2007 (the “Balance Sheet Date”) and the related statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies (the “Interim Financials” and collectively with the Year End Financials and the Company Audited Financial Statements, the “Company Financial Statements”). The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout GAAP. All references in this Agreement to the periods indicated. The Company Financial Statements present fairly in all material respects "Balance Sheet" shall mean the financial position and operating results combined balance sheet of the Acquired Companies and their subsidiaries as of the datesat June 30, and for the periods, indicated therein, subject, in the case of the Interim Financials, to normal year-end audit adjustments. No financial statements of any Person other than the Acquired Companies are required by GAAP to be 1999 included in the Company Financial Statements.. The Financial Statements include the results of operations of, and assets and liabilities of, the Managed Companies, as if they were subsidiaries of the Companies. 5

Financial Statements; No Undisclosed Liabilities. 1The Company has delivered to GCI true and complete copies 5.7.1. Set forth on Section 5.7.1 of (i) the Disclosure Schedule are the audited consolidated and consolidating combined balance sheets of each sheet of the Acquired Companies and their Subsidiaries as of December 31, 20042004 (the "Companies Audited Balance Sheet"), the unaudited consolidated and combined balance sheet of the Companies and their Subsidiaries as of December 31, 2005 2003 (together with the Companies Audited Balance Sheet, the "Companies Balance Sheets") and the related unaudited consolidated and combined statements of operations and cash flows for the years ended December 31, 2004 and December 31, 2006 and 2003 (together with the related statements of incomeCompanies Balance Sheets, retained earnings, shareholders’ equity and cash flows of each the "Companies Financial Statements"). Except as set forth on Section 5.7.1 of the Acquired Companies for each of the 12-month periods ended on such dates (the “Year End Financials”), and (ii) the unaudited balance sheet of each of the Acquired Companies for the eight (8) months ended August 31, 2007 (the “Balance Sheet Date”) and the related statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies (the “Interim Financials” and collectively with the Year End Financials and the Company Audited Financial StatementsDisclosure Schedule, the “Company Financial Statements”). The Company Companies Financial Statements have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicatedGAAP, consistently applied. The Company Companies Financial Statements present fairly in all material respects the financial position and operating position, results of operations and cash flows of the Acquired Companies at the respective dates set forth therein and for the respective periods covered thereby. Neither of the Companies nor any of their Subsidiaries has entered into any transaction involving a hedge or derivative financial instrument (or any transaction pursuant to which any of the Companies or any Subsidiary thereof has waived certain royalties or other payments or benefits that it would otherwise be entitled to receive from any customer thereof). All accounts receivable reflected in the Companies Balance Sheets were actually made in the ordinary course of the Companies' respective business. Shareholder has delivered to Buyer a list of all receivables of the Companies as of the datesDecember 31, and for the periods2004, indicated therein, subject, in the case a copy of which is attached as Section 5.7.1 of the Interim Financials, to normal year-end audit adjustments. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the Company Financial StatementsDisclosure Schedule.

Financial Statements; No Undisclosed Liabilities. 1The Company has delivered to GCI true and complete The Sellers have furnished the Buyer with copies of the following financial statements of the Company: (ia) the audited consolidated and consolidating unaudited balance sheets of each of the Acquired Companies Company as of December 31, 20042003, December 31, 2005 2002 and December 31, 2006 2001 and the related unaudited statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies income for each of the 12-month periods years ended on such dates December 31, 2003, 2002 and 2001 (the “Year End Financials”"Annual Financial Statements"), ; and (iib) the unaudited balance sheet of each (the "Most Recent Balance Sheet") of the Acquired Companies for the eight (8) months ended August 31Company as of June 30, 2007 2004 (the “"Most Recent Balance Sheet Date”") and the related statements unaudited statement of income, retained earnings, shareholders’ equity and cash flows of each of income for the Acquired Companies 6 months ended on the Most Recent Balance Sheet Date (the “"Interim Financials” Financial Statements"; and collectively with the Year End Financials and the Company Audited Annual Financial Statements, the “Company "Financial Statements”"). The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated. The Company Financial Statements present fairly in all material respects the financial position of the Company and operating the results of operations of the Acquired Companies Company as of the dates, respective dates thereof and for the periodsperiods covered thereby. There are no liabilities of the Company of any kind whatsoever, indicated thereinwhether accrued, subjectcontingent, absolute, determined, determinable or otherwise, other than: (w) liabilities provided for in the case of Most Recent Balance Sheet, (x) liabilities incurred since the Interim Financials, to normal year-end audit adjustments. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included Most Recent Balance Sheet Date in the Company Financial StatementsOrdinary Course of Business, (y) liabilities disclosed on Schedule 3.6 or (z) other undisclosed liabilities which, individually or in the aggregate, are not material to the Company.

Financial Statements; No Undisclosed Liabilities. 1The Company (a) Holding has delivered to GCI Parent true and complete copies of (collectively the “Consolidated Financial Statements”): (i) the audited consolidated and consolidating balance sheets financial statements of each of the Acquired Companies Holding as of and for the years ended December 31, 20042015 (ii) audited financial statements of the Company as of and for the years ended December 31, 2013 and December 31, 2014, (iii) reviewed financial statements of CS Sub as of and for the years ended December 31, 2013 and December 31, 2014, (iv) interim financial statements of the asset acquisition of Lexol (“Lexol”) as of and for the years ended December 31, 2013 and December 31, 2014, (v) internal financial statements of the asset acquisition of Eagle One (“Eagle One”) as of and for the years ended December 31, 2013, December 31, 2005 2014 and December 31, 2006 2015 and for the related three months ended March 31, 2016, (vi) the internal financial statements of incomeLexol from January 1, retained earnings2015 through April 30, shareholders’ equity and cash flows 2015, (vii) the internal financial statements of each of the Acquired Companies for each of the 12-month periods ended on such dates (the “Year End Financials”)CS Sub from January 1, 2015 through August 31, 2015, and (iiviii) the unaudited balance sheet interim consolidated financial statements of each Holding as of the Acquired Companies and for the eight (8) three months ended August March 31, 2007 2016 (the “Balance Sheet Date”) ” and the related consolidated balance sheet including in such consolidated financial statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies (the “Interim Financials” and collectively with the Year End Financials and the Company Audited Financial StatementsHolding, the “Company Financial StatementsLatest Balance Sheet”)), and a copy of the Consolidated Financial Statements is attached hereto as Schedule 3.9. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated. The Company Consolidated Financial Statements present fairly in all material respects the consolidated financial position condition of Holding and operating its direct and indirect subsidiaries, and results of operations and cash flows for the Acquired Companies dates or periods indicated thereon, in accordance with GAAP, applied in all material respects on a consistent basis throughout the periods indicated, except as of specifically disclosed therein and, except with respect to (1) the datesunaudited Lexol financial statements for the year ended December 31, 2013 and December 31, 2014 and for the periodsperiod from January 1, indicated therein2015 through April 30, subject2015, in (2) the case unaudited CS Sub financial statements for the year ended December 31, 2013 and 2014 and for the period from January 1, 2015 through August 31, 2015, (3) the unaudited Eagle One financial statements for the year ended December 31, 2013, December 31, 2014 and December 31, 2015 and for the three months ended March 31, 2016, and (4) the unaudited interim consolidated financial statements as of and for the Interim Financialsthree months ended on the Balance Sheet Date, to (A) for normal year-end audit adjustments, (B) for the omission of footnote disclosures and statements of shareholders’ equity and cash flows as required by GAAP, and (C) for the other matters set forth on Schedule 3.9(a), none of which are or may reasonably be expected to be material individually or in the aggregate to the business of Holding or any of the Entities. The Consolidated Financial Statements, including the footnotes thereto, have been prepared from the books and records of the Entities and have been prepared in accordance with GAAP, consistently applied. (b) The Entities do not have any liabilities or obligations (whether accrued, absolute, contingent, known, unknown or otherwise), except for (i) the liabilities reflected on the Latest Balance Sheet, (ii) Indebtedness, trade payables, accrued expenses and other liabilities incurred by the Entities since the Balance Sheet Date in the Ordinary Course of Business, (iii) executory contract obligations (for performance and not breach) under Contracts (whether or not such Contracts are listed in Schedule 3.15(a) hereto), (iv) liabilities or obligations which are not required to be reflected or reserved against in a balance sheet (or the notes thereto) in accordance with GAAP (other than liabilities which Holdings has Knowledge of, including any such liabilities not required to be reflected or reserved against in a balance sheet in accordance with GAAP under FAS5), and (v) the liabilities of the Entities set forth in Schedule 3.9(b) hereto. No Entity is a party to or has any obligation or other commitment to become a party to any securitization transaction, joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among an Entity, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangements” where the result, purpose or intended effect of such contract is to avoid disclosure of any transaction involving, or liabilities of, any Entity in the Consolidated Financial Statements (c) The Entities maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements of in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for inventory is compared with existing inventory at reasonable intervals and appropriate action is taken with respect to any Person other than the Acquired Companies are required by GAAP to be included in the Company Financial Statementsdifferences.