Common use of Financial Statements to be Delivered Clause in Contracts

Financial Statements to be Delivered. Section 4.9(b) of Partner Company Disclosure Schedule lists the audited and unaudited combined financial statements of Subject Partner Companies to be delivered by Partner Company Stockholder to Founder for inclusion in the Registration Statement. The combined financial statements referred to in the preceding sentence, when delivered to Founder by Partner Company Stockholder, will be accompanied by an unqualified report thereon by KPMG LLP, will be true, complete and correct in all material respects, will comply with all applicable SEC rules and regulations relating to the preparation and presentation of financial statements and will fairly present: (i) the combined financial position of Subject Partner Companies as of December 31, 2010 and 2011 and as of March 31, 2012 (or such later date as may be required by the SEC), as the case may be, and (ii) the combined results of operations, stockholders’ equity and cash flows of Subject Partner Companies for the three years ended December 31, 2011 and for the three months periods ended on March 31, 2012 and on March 31, 2011 (or such longer periods as may be required by the SEC), all in conformity with Generally Accepted Accounting Principles applied on a consistent basis (except as otherwise stated therein or in the schedules and/or notes thereto) through the periods involved.

Financial Statements to be Delivered. Section 4.9(b) of Partner Company Disclosure Schedule lists the audited and unaudited combined financial statements of Subject Partner Companies to be delivered by Partner Company Stockholder to Founder for inclusion in the Registration Statement. The combined audited financial statements referred to in the preceding sentence, when delivered to Founder by Partner Company Stockholder, will be accompanied by an unqualified report thereon by KPMG LLP, will be true, complete and correct in all material respects, will comply with all applicable SEC rules and regulations relating to the preparation and presentation of financial statements and will fairly present, in all material respects: (i) the combined financial position of Subject Partner Companies as of December 31, 2010 and 2011 and as of March 31, 2012 (or such later date as may be required by the SEC), as the case may be, and (ii) the combined results of operations, stockholders’ equity and cash flows of Subject Partner Companies for the three two years ended December 31, 2011 and for the three months periods ended on March 31, 2012 and on March 31, 2011 (or such longer periods as may be required by the SEC), all in conformity with Generally Accepted Accounting Principles applied on a consistent basis (except as otherwise stated therein or in the schedules and/or notes thereto) through the periods involved, subject, in the case of any unaudited financial statements, to normal year-end adjustments which shall not be material.

Financial Statements to be Delivered. Section 4.9(b) of Partner Company Disclosure Schedule lists the audited and unaudited combined consolidated financial statements of Subject Partner Companies to be delivered by Partner Company Stockholder Stockholders to Founder for inclusion in the Registration Statement. The combined consolidated financial statements referred to in the preceding sentence, when delivered to Founder by Partner Company StockholderStockholders, will be accompanied by an unqualified report thereon by KPMG LLP, will be true, complete and correct in all material respects, will comply with all applicable SEC rules and regulations relating to the preparation and presentation of financial statements and will fairly present: (i) the combined consolidated financial position of Subject Partner Companies as of December 31, 2010 and 2011 and as of March 31, 2012 (or such later date as may be required by the SEC), as the case may be, and (ii) the combined consolidated results of operations, stockholders’ equity and cash flows of Subject Partner Companies for the three years year ended December 31, 2011 and for the three months periods ended on March 31, 2012 and on March 31, 2011 (or such longer periods as may be required by the SEC), all in conformity with Generally Accepted Accounting Principles applied on a consistent basis (except as otherwise stated therein or in the schedules and/or notes thereto) through the periods involved.