Common use of Financial Statements; SEC Filings Clause in Contracts

Financial Statements; SEC Filings. (a) Since January 1, 2015, Buyer Parent has timely filed all forms, reports, statements and documents required to be filed by it with the SEC (collectively, together with any amendments thereto and any such forms, reports, statements or documents Buyer Parent may file or be required under applicable Law to file subsequent to the date hereof until the Closing, the “Buyer Parent Reports”). As of its date or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing, each Buyer Parent Report (i) complied in all material respects with the requirements of the Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Except as disclosed in a subsequent Buyer Parent Report: (i) the consolidated financial statements (including any related notes thereto and the unqualified report and certification of Buyer Parent’s independent auditors) contained in Buyer Parent’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2014 were prepared in accordance with GAAP (except as may be indicated in the notes thereto), were derived from the books and records of the Buyer Parent, are complete and correct in all material respects and present KCP-4567096-16 fairly, in all material respects, the consolidated financial position of Buyer Parent at and as of the respective dates thereof, and their consolidated results of operations, shareholders’ equity and cash flows for the respective periods indicated therein; and (ii) the unaudited consolidated financial statements of Buyer Parent (including any related notes thereto, subject to normal recurring year-end audit adjustments and the absence of footnotes, if applicable) for all interim periods prepared by Buyer Parent, certified by Buyer Parent’s Chief Financial Officer and included in the Buyer Parent’s Quarterly Reports on Form 10-Q filed with the SEC since December 31, 2014 were prepared in accordance with GAAP (except as may be indicated in the notes thereto), were derived from the books and records of Buyer Parent, are complete and correct in all material respects and present fairly, in all material respects, the consolidated financial position of Buyer Parent at and as of the respective dates thereof, and their consolidated results of operations, shareholders’ equity and cash flows for the respective periods indicated therein (subject to changes resulting from normal and recurring period-end audit adjustments).

Financial Statements; SEC Filings. (a) Since January 1, 2015, Buyer Parent has timely furnished to the Company true and complete copies of the following financial statements (such financial statements, the “Parent Financial Statements”): (i) the audited consolidated balance sheet of Parent as of December 31, 2011 and 2012, and the related audited consolidated statements of income and cash flows for the fiscal years ended December 31, 2010, 2011 and 2012; and (ii) the unaudited consolidated balance sheet of Parent as of March 31, 2013 (the “Latest Parent Balance Sheet”), and the related unaudited consolidated statements of income and cash flows for the three (3) month period then ended. (b) The Parent Financial Statements (i) have been prepared in all material respects in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except as may be indicated in the notes thereto and subject, in the case of unaudited Parent Financial Statements, to the absence of footnotes and normal year end adjustments and (ii) fairly present, in all material respects, the consolidated financial position of the Group Companies as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited Parent Financial Statements, to the absence of footnotes and normal year end adjustments). (c) Parent maintains a system of internal control over financial reporting that, in all material respects, is sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Management of Parent has, based on its most recent evaluation prior to the Original Agreement Date, disclosed to Parent’s auditor and audit committee: (x) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (y) any fraud that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (d) Parent is not a party to, and does not have any commitment to become a party to, any joint venture, off balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Parent, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or intended effect of such contract is to avoid disclosure of any transaction involving, or liabilities of, Parent in Parent’s financial statements. (e) Parent has furnished or made available to the Company true and complete copies of the statutory statements of each of the Parent Insurance Subsidiaries as filed with the applicable insurance regulatory authorities in their respective jurisdictions of domicile (in the case of Bermuda, the Bermuda Monetary Authority) for the year ended December 31, 2012 and the quarterly period ended March 31, 2013, together with all formsexhibits, reportsinterrogatories, notes, schedules and actuarial opinions, affirmations or certificates related thereto or required in connection therewith (such statutory statements and documents materials, the “Parent Statutory Financial Statements”). Each Parent Insurance Subsidiary has filed or submitted all Parent Statutory Financial Statements required to be filed with or submitted to the appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled on forms prescribed or permitted by it such authority, except for such failures to file that would not reasonably be expected to be material to the Parent Insurance Subsidiaries taken as a whole. The Parent Statutory Financial Statements (i) have been prepared in all material respects in accordance with SAP applied on a consistent basis throughout the SEC (collectivelyperiods covered thereby, together with any amendments except as may be indicated in the notes thereto and any such forms(ii) fairly present, reports, statements or documents Buyer Parent may file or be required under applicable Law to file subsequent to the date hereof until the Closingin all material respects, the “Buyer statutory financial position of the applicable Parent Reports”)Insurance Subsidiary as of the dates thereof and their results of operations for the periods then ended. As Except as indicated therein, all assets that are reflected on the Parent Statutory Financial Statements comply in all material respects with all applicable insurance Laws regulating the investments of its date orthe Parent Insurance Subsidiaries, if amended or superseded by a subsequent filingas applicable, and each Parent Insurance Subsidiary maintains, as of the date of the last such amendment or superseding filingLatest Parent Balance Sheet, admitted assets in an amount at least equal to the minimum capital and surplus required by applicable insurance Laws. The financial statements included in the Parent Statutory Financial Statements accurately reflect in all material respects the extent to which, pursuant to applicable Laws and applicable SAP, each Buyer Parent Report Insurance Subsidiary is entitled to take credit for reinsurance (or any local equivalent concept). (f) Parent and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2010 (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the Original Agreement Date, the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Except as disclosed in a subsequent Buyer Parent Report: (i) the consolidated financial statements (including any related notes thereto and the unqualified report and certification of Buyer Parent’s independent auditors) contained in Buyer Parent’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2014 were prepared in accordance with GAAP (except as may be indicated in the notes thereto), were derived from the books and records of the Buyer Parent, are complete and correct in all material respects and present KCP-4567096-16 fairly, in all material respects, the consolidated financial position of Buyer Parent at and as of the respective dates thereof, and their consolidated results of operations, shareholders’ equity and cash flows for the respective periods indicated therein; and (ii) the unaudited consolidated financial statements of Buyer Parent (including any related notes thereto, subject to normal recurring year-end audit adjustments and the absence of footnotes, if applicable) for all interim periods prepared by Buyer Parent, certified by Buyer Parent’s Chief Financial Officer and included in the Buyer Parent’s Quarterly Reports on Form 10-Q filed with the SEC since December 31, 2014 were prepared in accordance with GAAP (except as may be indicated in the notes thereto), were derived from the books and records of Buyer Parent, are complete and correct in all material respects and present fairly, in all material respects, the consolidated financial position of Buyer Parent at and as of the respective dates thereof, and their consolidated results of operations, shareholders’ equity and cash flows for the respective periods indicated therein (subject to changes resulting from normal and recurring period-end audit adjustments).

Financial Statements; SEC Filings. (a) Since January 1, 2015, Buyer Parent has timely furnished to the Company true and complete copies of the following financial statements (such financial statements, the “Parent Financial Statements”): (i) the audited consolidated balance sheet of Parent as of December 31, 2011 and 2012, and the related audited consolidated statements of income and cash flows for the fiscal years ended December 31, 2010, 2011 and 2012; and (ii) the unaudited consolidated balance sheet of Parent as of March 31, 2013 (the “Latest Parent Balance Sheet”), and the related unaudited consolidated statements of income and cash flows for the three (3) month period then ended. (b) The Parent Financial Statements (i) have been prepared in all material respects in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except as may be indicated in the notes thereto and subject, in the case of unaudited Parent Financial Statements, to the absence of footnotes and normal year end adjustments and (ii) fairly present, in all material respects, the consolidated financial position of the Group Companies as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited Parent Financial Statements, to the absence of footnotes and normal year end adjustments). (c) Parent maintains a system of internal control over financial reporting that, in all material respects, is sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Management of Parent has, based on its most recent evaluation prior to the date of this Agreement, disclosed to Parent’s auditor and audit committee: (x) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (y) any fraud that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (d) Parent is not a party to, and does not have any commitment to become a party to, any joint venture, off balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Parent, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or intended effect of such contract is to avoid disclosure of any transaction involving, or liabilities of, Parent in Parent’s financial statements. (e) Parent has furnished or made available to the Company true and complete copies of the statutory statements of each of the Parent Insurance Subsidiaries as filed with the applicable insurance regulatory authorities in their respective jurisdictions of domicile (in the case of Bermuda, the Bermuda Monetary Authority) for the year ended December 31, 2012 and the quarterly period ended March 31, 2013, together with all formsexhibits, reportsinterrogatories, notes, schedules and actuarial opinions, affirmations or certificates related thereto or required in connection therewith (such statutory statements and documents materials, the “Parent Statutory Financial Statements”). Each Parent Insurance Subsidiary has filed or submitted all Parent Statutory Financial Statements required to be filed with or submitted to the appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled on forms prescribed or permitted by it such authority, except for such failures to file that would not reasonably be expected to be material to the Parent Insurance Subsidiaries taken as a whole. The Parent Statutory Financial Statements (i) have been prepared in all material respects in accordance with SAP applied on a consistent basis throughout the SEC (collectivelyperiods covered thereby, together with any amendments except as may be indicated in the notes thereto and any such forms(ii) fairly present, reports, statements or documents Buyer Parent may file or be required under applicable Law to file subsequent to the date hereof until the Closingin all material respects, the “Buyer statutory financial position of the applicable Parent Reports”)Insurance Subsidiary as of the dates thereof and their results of operations for the periods then ended. As Except as indicated therein, all assets that are reflected on the Parent Statutory Financial Statements comply in all material respects with all applicable insurance Laws regulating the investments of its date orthe Parent Insurance Subsidiaries, if amended or superseded by a subsequent filingas applicable, and each Parent Insurance Subsidiary maintains, as of the date of the last such amendment or superseding filingLatest Parent Balance Sheet, admitted assets in an amount at least equal to the minimum capital and surplus required by applicable insurance Laws. The financial statements included in the Parent Statutory Financial Statements accurately reflect in all material respects the extent to which, pursuant to applicable Laws and applicable SAP, each Buyer Parent Report Insurance Subsidiary is entitled to take credit for reinsurance (or any local equivalent concept). (f) Parent and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2010 (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Except as disclosed in a subsequent Buyer Parent Report: (i) the consolidated financial statements (including any related notes thereto and the unqualified report and certification of Buyer Parent’s independent auditors) contained in Buyer Parent’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2014 were prepared in accordance with GAAP (except as may be indicated in the notes thereto), were derived from the books and records of the Buyer Parent, are complete and correct in all material respects and present KCP-4567096-16 fairly, in all material respects, the consolidated financial position of Buyer Parent at and as of the respective dates thereof, and their consolidated results of operations, shareholders’ equity and cash flows for the respective periods indicated therein; and (ii) the unaudited consolidated financial statements of Buyer Parent (including any related notes thereto, subject to normal recurring year-end audit adjustments and the absence of footnotes, if applicable) for all interim periods prepared by Buyer Parent, certified by Buyer Parent’s Chief Financial Officer and included in the Buyer Parent’s Quarterly Reports on Form 10-Q filed with the SEC since December 31, 2014 were prepared in accordance with GAAP (except as may be indicated in the notes thereto), were derived from the books and records of Buyer Parent, are complete and correct in all material respects and present fairly, in all material respects, the consolidated financial position of Buyer Parent at and as of the respective dates thereof, and their consolidated results of operations, shareholders’ equity and cash flows for the respective periods indicated therein (subject to changes resulting from normal and recurring period-end audit adjustments).

Financial Statements; SEC Filings. (a) Since January 1The consolidated financial statements (including all related notes and schedules) of the Company as of and for the year ended December 31, 20152015 included in the Company SEC Documents (the “Financial Statements”) present fairly, Buyer Parent in all material respects, the consolidated financial position and results of operations of the Company and AG LLC as of the date and for the period indicated in the Financial Statements in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (b) The books and accounts and other financial records of the Company and AG LLC have been kept accurately in all material respects in the ordinary course of business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Company and AG LLC have been properly recorded therein in all respects. The Company and AG LLC maintain a system of internal controls over financial reporting and accounting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes, including to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets that could have a material effect on the Company’s financial statements is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Neither the Company nor AG LLC has timely received from its independent auditors any oral or written notification of a (x) “significant deficiency” or (y) “material weakness” in its internal controls. (c) Schedule 3.7(c) sets forth, as of the date of this Agreement, all Indebtedness of the Company and AG LLC. There is no indebtedness between the Company and AG LLC. (d) The Company has filed all material forms, reports, statements reports and other documents required to be filed by it with the SEC since November 11, 2011. Each Company SEC Document (collectively, together with any amendments thereto and any such those forms, reports, statements or reports and other documents Buyer Parent may file or be required under applicable Law to file filed by the Company with the SEC subsequent to the date hereof until the Closingof this Agreement, if any, including any amendments, collectively the “Buyer Parent Company Required SEC Reports”) (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”). As , or the Exchange Act, as the case may be, and the Xxxxxxxx-Xxxxx Act of its date 2002 (“SOX”) and the applicable rules and regulations promulgated thereunder, and (ii) did not, at the time it was filed (or, if amended or superseded by a subsequent filingprior to the date hereof, as of the date of the last such amendment or superseding filingamendment), each Buyer Parent Report (i) complied in all material respects with the requirements of the Exchange Act and (ii) did not contain any untrue statement of a material fact fact, or omit to state a material fact fact, required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (be) Except Each of the principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer of the Company and each former principal financial officer of the Company, as disclosed applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the Company Required SEC Reports, and prior to the date of this Agreement, neither the Company nor any of its executive officers has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing such certifications. For purposes of this Section 3.7(e), “principal executive officer” and “principal financial officer” have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. The Company is in compliance in all material respects with SOX. (f) The Company maintains a subsequent Buyer Parent Reportsystem of internal controls over financial reporting designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes, including to provide reasonable assurance that: (i) the consolidated financial statements (including any related notes thereto and the unqualified report and certification of Buyer Parent’s independent auditors) contained in Buyer Parent’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2014 were prepared transactions are executed in accordance with GAAP (except as may be indicated in the notes thereto)management’s general or specific authorizations, were derived from the books and records of the Buyer Parent, are complete and correct in all material respects and present KCP-4567096-16 fairly, in all material respects, the consolidated financial position of Buyer Parent at and as of the respective dates thereof, and their consolidated results of operations, shareholders’ equity and cash flows for the respective periods indicated therein; and (ii) the unaudited consolidated transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (g) The Company has in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of Buyer Parent (including any related notes thereto, subject the Exchange Act) that are designed to normal recurring year-end audit adjustments and ensure that material information that is required to be disclosed by the absence of footnotes, if applicable) for all interim periods prepared by Buyer Parent, certified by Buyer Parent’s Chief Financial Officer and included Company in the Buyer Parentreports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s Quarterly rules and forms and is accumulated and made known to its principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure. (h) As of the date hereof, there are no outstanding unresolved comments with respect to the Company or the Company Required SEC Reports on Form 10-Q filed with noted in comment letters or, to the knowledge of the Company, other correspondence received by the Company or its attorneys from the SEC, and to the knowledge of the Company, there are no pending (i) formal or informal investigations of the Company by the SEC since December 31, 2014 were prepared in accordance with GAAP or (except as may be indicated in the notes thereto), were derived from the books and records of Buyer Parent, are complete and correct in all material respects and present fairly, in all material respects, the consolidated financial position of Buyer Parent at and as ii) inspections or audits of the respective dates thereof, and their consolidated results of operations, shareholders’ equity and cash flows for Company’s financial statements by the respective periods indicated therein (subject to changes resulting from normal and recurring period-end audit adjustments)Public Company Accounting Oversight Board.

Financial Statements; SEC Filings. (a) Since January 1, 2015, Buyer Parent has timely delivered or made available copies of the following financial statements to Company: (i) the consolidated balance sheet of Parent at June 30, 2000 and the consolidated statements of income, shareholders' equity and cash flows for the years ended June 30, 2000 and July 2, 1999, in each case including the notes thereto and the related report of Xxxxxx Xxxxxxxx LLP, independent certified public accountants, and (ii) the unaudited consolidated balance sheet of Parent at December 29, 2000 and the unaudited consolidated statements of income and cash flows for the six-month periods ended December 29, 2000 and December 31, 1999, in each case including any notes thereto. (b) All financial statements delivered pursuant to Section 3.07(a) hereof are in accordance with the books and records of Parent and have been prepared in accordance with GAAP consistently applied throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC). All consolidated balance sheets included on such financial statements present fairly in all material respects the consolidated financial position of Parent as of the dates thereof (subject, in the case of the unaudited statements, to customary reclassification year-end adjustments). Except as and to the extent reflected or reserved against in such consolidated balance sheets (including the notes thereto) as of December 29, 2000, Parent did not have any liabilities or obligations (absolute or contingent) of a nature required by GAAP to be reflected in a consolidated balance sheet as of such date. All consolidated statements of income included on such financial statements present fairly in all material respects the consolidated results of operations of Parent for the periods indicated. (c) Parent has filed with the SEC all forms, reportsstatements, statements reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it with under the SEC (collectivelySecurities Act, together with any amendments thereto and any such forms, reports, statements or documents Buyer Parent may file or be required under applicable Law to file subsequent to the date hereof until the Closing, the “Buyer Parent Reports”). As of its date or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing, each Buyer Parent Report (i) complied in all material respects with the requirements of the Exchange Act and the respective rules and regulations of the SEC thereunder (such forms, statements, reports and documents are collectively referred to as the "Parent SEC Filings") required to be filed after January 1, 2000. (d) As of their respective dates, (i) each of Parent's past Parent SEC Filings was, and each of its future Parent SEC Filings will be, prepared in compliance in all respects with the applicable requirements of the Securities Act and the Exchange Act; and (ii) did not none of its past Parent SEC Filings did, and none of its future Parent SEC Filings will, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Except as disclosed in a subsequent Buyer Parent Report: (i) the consolidated financial statements (including any related notes thereto and the unqualified report and certification of Buyer Parent’s independent auditors) contained in Buyer Parent’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2014 were prepared in accordance with GAAP (except as may be indicated in the notes thereto), were derived from the books and records of the Buyer Parent, are complete and correct in all material respects and present KCP-4567096-16 fairly, in all material respects, the consolidated financial position of Buyer Parent at and as of the respective dates thereof, and their consolidated results of operations, shareholders’ equity and cash flows for the respective periods indicated therein; and (ii) the unaudited consolidated financial statements of Buyer Parent (including any related notes thereto, subject to normal recurring year-end audit adjustments and the absence of footnotes, if applicable) for all interim periods prepared by Buyer Parent, certified by Buyer Parent’s Chief Financial Officer and included in the Buyer Parent’s Quarterly Reports on Form 10-Q filed with the SEC since December 31, 2014 were prepared in accordance with GAAP (except as may be indicated in the notes thereto), were derived from the books and records of Buyer Parent, are complete and correct in all material respects and present fairly, in all material respects, the consolidated financial position of Buyer Parent at and as of the respective dates thereof, and their consolidated results of operations, shareholders’ equity and cash flows for the respective periods indicated therein (subject to changes resulting from normal and recurring period-end audit adjustments).

Financial Statements; SEC Filings. (a) Since January 1DEAC's financial statements contained in its periodic reports filed with the Securities and Exchange Commission ( "SEC" and the "Financial Statements") (a) complied as to form in all material respects with the published rules and regulations of the SEC in effect at the time of filing; (b) have been prepared in accordance with generally accepted accounting principles applicable in the United States of America ("U.S. GAAP") applied on a consistent basis throughout the periods indicated and with each other, 2015except that those of the Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Financial Statements fairly present the financial condition and operating results of DEAC as of the dates, Buyer Parent and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Financial Statements or as disclosed in Schedule 2.10, DEAC has no liabilities (accrued, absolute contingent or otherwise). DEAC is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation. DEAC maintains and will continue to maintain until the Closing a standard system of accounting established and administered in accordance with U.S. GAAP. (b) DEAC has timely filed all forms, reports, statements and documents required to be filed by it filings with the SEC that it has been required to make under the Securities Act and the Exchange Act (collectivelythe "Public Reports"), together with any amendments thereto except for Form 10K for period ending December 31, 2015, Form 10Q for period ending March 31, 2016, and any such formsForm 10Q for period ending June 30, reports, statements or documents Buyer Parent may file or be required under applicable Law 2016 which has been disclosed to file subsequent to the date hereof until the Closing, the “Buyer Parent Reports”)WOD. As of its date or, if amended or superseded by a subsequent filing, as Each of the date of the last such amendment or superseding filing, each Buyer Parent Report (i) Public Reports has complied in all material respects with the requirements applicable provisions of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act and of 2002 (iithe "Xxxxxxxx-Xxxxx Act") did not contain and/or regulations promulgated thereunder. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light therein not misleading. Each of the circumstances principal executive officers of DEAC and the principal financial officer of DEAC (or each former principal executive officer of the DEAC and each former principal financial officer of DEAC, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under which they were madethe Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the DEAC Public Reports. There is no event, fact or circumstance that would cause any certification signed by any officer of DEAC in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. Neither DEAC nor any of its Subsidiaries has outstanding, or has arranged any outstanding, "extensions of credit" to directors or executive officers in violation of Section 402 of the Xxxxxxxx-Xxxxx Act. As of the date hereof, DEAC has no reason to believe that its outside auditors and its principal executive officer and principal financial officer will not misleading.be able to give, without qualification, the certificates and attestations required pursuant to the Xxxxxxxx-Xxxxx Act when next due. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of its Common Stock. All of the issued and outstanding shares of capital stock have been issued in compliance with the Securities Act and applicable state securities laws and no stockholder of DEAC has any right to rescind or other claim against DEAC for failure to comply with the Securities Act or state securities laws, and (bc) Except as disclosed in a subsequent Buyer Parent Report: (i) Since the consolidated financial statements (including any related notes thereto and date of the unqualified filing of its annual report and certification of Buyer Parent’s independent auditors) contained in Buyer Parent’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2014 were prepared in accordance with GAAP (2014, except as may be indicated (i) specifically disclosed to WOD or in the notes thereto), were derived from the books and records of the Buyer Parent, are complete and correct in all material respects and present KCP-4567096-16 fairly, in all material respects, the consolidated financial position of Buyer Parent at and as of the respective dates thereof, and their consolidated results of operations, shareholders’ equity and cash flows for the respective periods indicated thereinPublic Reports; and (ii) as set forth on Schedule 2.10: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect (for purposes of this Section 2.10, a "Material Adverse Effect" means any event, occurrence, fact, condition, change, development, circumstance or effect (i) that is materially adverse to the unaudited consolidated business, assets, properties, liabilities, condition (financial statements or otherwise), operating results or prospects of Buyer Parent DEAC and its Subsidiaries), or (including ii) would prevent DEAC from consummating the transactions contemplated by this Agreement; (B) DEAC has not incurred any related notes theretoliabilities, subject to normal recurring year-end audit adjustments and the absence of footnotescontingent or otherwise, if applicable) for all interim periods prepared by Buyer Parentother than professional fees, certified by Buyer Parent’s Chief Financial Officer and included which are accurately disclosed in the Buyer Parent’s Quarterly Reports on Form 10-Q filed with the SEC since December 31Public Reports; (C) DEAC has not declared or made any dividend or distribution of cash or property to its shareholders, 2014 were prepared purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, or issued any equity securities; and (D) DEAC has not made any loan, advance or capital contribution to or investment in accordance with GAAP (any person or entity, except as may be indicated disclosed in the notes thereto), were derived from the books and records of Buyer Parent, are complete and correct in all material respects and present fairly, in all material respects, the consolidated financial position of Buyer Parent at and as of the respective dates thereof, and their consolidated results of operations, shareholders’ equity and cash flows for the respective periods indicated therein (subject to changes resulting from normal and recurring period-end audit adjustments)Public Reports.

Financial Statements; SEC Filings. (a) Since January 1Each of the consolidated financial statements (including, 2015in each case, Buyer any notes thereto) contained in the Parent SEC Reports (the “Parent Financial Statements”) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and each presented fairly, in all material respects, the consolidated financial position of Parent and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which were not and are not expected, individually or in the aggregate, to have a Parent Material Adverse Effect). (b) Neither Parent nor any of the Parent Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and the Parent Subsidiaries taken as a whole, except (i) liabilities recorded or reserved against in Parent’s balance sheet as of June 30, 2002, or Parent Liabilities in existence as of June 30, 2002 and not required by GAAP to be recorded therein, (ii) current liabilities reflected in the Parent Working Capital as shown in the Parent Adjusted Calculation and incurred since June 30, 2002 in the ordinary course of business, or (iii) any other liabilities in an amount less than $100,000 individually or $500,000 in the aggregate which have been or are incurred in the ordinary course of business. Except as set forth in Section 4.08(b) of the Parent Disclosure Letter, as of the date of this Agreement, there are no outstanding warranty claims against Parent. (c) Parent has timely filed all forms, reports, statements reports and documents required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since January 1, 2001 through the date of this Agreement (collectively, together with any amendments thereto and any such forms, reports, statements or documents Buyer Parent may file or be required under applicable Law to file subsequent to the date hereof until the Closing, the “Buyer Parent SEC Reports”). As of its date or, the respective dates they were filed (and if amended or superseded superceded by a subsequent filing, as of filing prior to the date of this Agreement, then on the last date of such amendment or superseding filing), each Buyer Parent Report (i) the Parent SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act Act, as the case may be, and (ii) did not contain none of the Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Except as disclosed in a subsequent Buyer Parent Report: (i) the consolidated financial statements (including any related notes thereto and the unqualified report and certification of Buyer Parent’s independent auditors) contained in Buyer Parent’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2014 were prepared in accordance with GAAP (except as may be indicated in the notes thereto), were derived from the books and records of the Buyer Parent, are complete and correct in all material respects and present KCP-4567096-16 fairly, in all material respects, the consolidated financial position of Buyer Parent at and as of the respective dates thereof, and their consolidated results of operations, shareholders’ equity and cash flows for the respective periods indicated therein; and (ii) the unaudited consolidated financial statements of Buyer Parent (including any related notes thereto, subject to normal recurring year-end audit adjustments and the absence of footnotes, if applicable) for all interim periods prepared by Buyer Parent, certified by Buyer Parent’s Chief Financial Officer and included in the Buyer Parent’s Quarterly Reports on Form 10-Q filed with the SEC since December 31, 2014 were prepared in accordance with GAAP (except as may be indicated in the notes thereto), were derived from the books and records of Buyer Parent, are complete and correct in all material respects and present fairly, in all material respects, the consolidated financial position of Buyer Parent at and as of the respective dates thereof, and their consolidated results of operations, shareholders’ equity and cash flows for the respective periods indicated therein (subject to changes resulting from normal and recurring period-end audit adjustments).

Financial Statements; SEC Filings. (a) Since January 1The consolidated financial statements (including all related notes and schedules) of the Company as of and for the year ended December 31, 20152015 included in the Company SEC Documents (the “Financial Statements”) present fairly, Buyer Parent in all material respects, the consolidated financial position and results of operations of the Company and AG LLC as of the date and for the period indicated in the Financial Statements in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (b) The books and accounts and other financial records of the Company and AG LLC have been kept accurately in all material respects in the ordinary course of business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Company and AG LLC have been properly recorded therein in all respects. The Company and AG LLC maintain a system of internal controls over financial reporting and accounting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes, including to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets that could have a material effect on the Company’s financial statements is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Neither the Company nor AG LLC has timely received from its independent auditors any oral or written notification of a (x) “significant deficiency” or (y) “material weakness” in its internal controls. (c) Schedule 3.7(c) sets forth, as of the date of this Agreement, all Indebtedness of the Company and AG LLC. There is no indebtedness between the Company and AG LLC. (d) The Company has filed all material forms, reports, statements reports and other documents required to be filed by it with the SEC since November 11, 2011. Each Company SEC Document (collectively, together with any amendments thereto and any such those forms, reports, statements or reports and other documents Buyer Parent may file or be required under applicable Law to file filed by the Company with the SEC subsequent to the date hereof until the Closingof this Agreement, if any, including any amendments, collectively the “Buyer Parent Company Required SEC Reports”) (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”). As , or the Exchange Act, as the case may be, and the Sarbanes-Oxley Act of its date 2002 (“SOX”) and txx xxxxxxxxxx rules and regulations promulgated thereunder, and (ii) did not, at the time it was filed (or, if amended or superseded by a subsequent filingprior to the date hereof, as of the date of the last such amendment or superseding filingamendment), each Buyer Parent Report (i) complied in all material respects with the requirements of the Exchange Act and (ii) did not contain any untrue statement of a material fact fact, or omit to state a material fact fact, required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (be) Except Each of the principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer of the Company and each former principal financial officer of the Company, as disclosed applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the Company Required SEC Reports, and prior to the date of this Agreement, neither the Company nor any of its executive officers has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing such certifications. For purposes of this Section 3.7(e), “principal executive officer” and “principal financial officer” have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has sf-3640269 outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. The Company is in compliance in all material respects with SOX. (f) The Company maintains a subsequent Buyer Parent Reportsystem of internal controls over financial reporting designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes, including to provide reasonable assurance that: (i) the consolidated financial statements (including any related notes thereto and the unqualified report and certification of Buyer Parent’s independent auditors) contained in Buyer Parent’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2014 were prepared transactions are executed in accordance with GAAP (except as may be indicated in the notes thereto)management’s general or specific authorizations, were derived from the books and records of the Buyer Parent, are complete and correct in all material respects and present KCP-4567096-16 fairly, in all material respects, the consolidated financial position of Buyer Parent at and as of the respective dates thereof, and their consolidated results of operations, shareholders’ equity and cash flows for the respective periods indicated therein; and (ii) the unaudited consolidated transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (g) The Company has in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of Buyer Parent (including any related notes thereto, subject the Exchange Act) that are designed to normal recurring year-end audit adjustments and ensure that material information that is required to be disclosed by the absence of footnotes, if applicable) for all interim periods prepared by Buyer Parent, certified by Buyer Parent’s Chief Financial Officer and included Company in the Buyer Parentreports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s Quarterly rules and forms and is accumulated and made known to its principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure. (h) As of the date hereof, there are no outstanding unresolved comments with respect to the Company or the Company Required SEC Reports on Form 10-Q filed with noted in comment letters or, to the knowledge of the Company, other correspondence received by the Company or its attorneys from the SEC, and to the knowledge of the Company, there are no pending (i) formal or informal investigations of the Company by the SEC since December 31, 2014 were prepared in accordance with GAAP or (except as may be indicated in the notes thereto), were derived from the books and records of Buyer Parent, are complete and correct in all material respects and present fairly, in all material respects, the consolidated financial position of Buyer Parent at and as ii) inspections or audits of the respective dates thereof, and their consolidated results of operations, shareholders’ equity and cash flows for Company’s financial statements by the respective periods indicated therein (subject to changes resulting from normal and recurring period-end audit adjustments)Public Company Accounting Oversight Board.