Common use of Financial Statements; Undisclosed Liabilities and Defaults Clause in Contracts

Financial Statements; Undisclosed Liabilities and Defaults. (a) The Company has delivered to Buyer: (a) the unaudited balance sheet of the Company as of October 31, 2018 and (b) the unaudited balance sheets of the Company as of December 31, 2016 and December 31, 2017 and the related statements of income, stockholders’ equity and cash flows for the fiscal years then ended. All of the foregoing financial statements are collectively referred to herein as the “Financial Statements.” The Financial Statements have been prepared in accordance with GAAP and fairly present, in all material respects, the financial condition and results of operation of the Company at the dates and for the periods indicated therein. The Company’s accounting practices have been consistently applied for all periods represented by the Financial Statements. (b) The Company’s books and records are complete and correct in all material respects and accurately reflect all of the assets, liabilities, transactions, and results of operations of the Business in all material respects. The Financial Statements have been prepared and presented based upon and in conformity with such books and records. The Company has no material undisclosed Liabilities, Indebtedness, or obligations. Neither the Company nor the Equity Holders are in (or has received notice of any) default under or with respect to any judgment, order, writ, injunction or decree of any court or any Governmental Entity relating to (or that could affect) the Business. There does not exist any default by the Company or by the Equity Holders or, to Equity Holders’ knowledge, by any other Person, or event that, with notice or lapse of time, or both, would constitute a default under any agreement entered into by the Company or by the Equity Holders that could adversely affect the Business.

Financial Statements; Undisclosed Liabilities and Defaults. (a) The Company has delivered to Buyer: (a) the unaudited balance sheet of the Company as of October 31September 5, 2018 and (b) the unaudited balance sheets of the Company as of December 31, 2016 and December 31, 2017 and the related statements of income, stockholders’ equity and cash flows for the fiscal years then ended. All of the foregoing financial statements are collectively referred to herein as the “Financial Statements.” The Financial Statements have been prepared in accordance with GAAP and fairly present, in all material respects, the financial condition and results of operation of the Company at the dates and for the periods indicated therein. The Company’s accounting practices have been consistently applied for all periods represented by the Financial Statements. (b) The Company’s books and records are complete and correct in all material respects and accurately reflect all of the assets, liabilities, transactions, and results of operations of the Business in all material respects. The Financial Statements have been prepared and presented based upon and in conformity with such books and records. The Company has no material undisclosed Liabilities, Indebtedness, or obligationsobligations except those set forth on Schedule 4.5(b). Neither the Company nor the Equity Holders Holder are in (or has received notice of any) default under or with respect to any judgment, order, writ, injunction or decree of any court or any Governmental Entity relating to (or that could affect) the Business. There does not exist any default by the Company or by the Equity Holders or, to Equity Holders’ knowledge, Holder or by any other Person, or event that, with notice or lapse of time, or both, would constitute a default under any agreement entered into by the Company or by the Equity Holders Holder that could adversely affect the Business.

Financial Statements; Undisclosed Liabilities and Defaults. (a) The Company has delivered to Buyer: (a) the unaudited balance sheet of the Company as of October March 31, 2018 and (b) the unaudited balance sheets of the Company as of December 31, 2016 and December 31, 2017 and the related statements of income, stockholders’ equity and cash flows for the fiscal years then ended. All of the foregoing financial statements are collectively referred to herein as the “Financial Statements.” The Financial Statements have been prepared in accordance with GAAP and fairly present, in all material respects, the financial condition and results of operation of the Company at the dates and for the periods indicated therein, subject, in the case of the 2018 unaudited balance sheet, to normal and recurring year-end adjustments. The Company’s accounting practices have been consistently applied for all periods represented by the Financial Statements. (b) The Company’s books and records are complete and correct in all material respects and accurately reflect all of the assets, liabilities, transactions, and results of operations of the Business in all material respects. The Financial Statements have been prepared and presented based upon and in conformity with such books and records. The Company has no material undisclosed Liabilities, Indebtedness, or obligationsobligations except those set forth on Schedule 4.5(b). Neither the Company nor the Equity Holders Holder are in (or has received notice of any) default under or with respect to any judgment, order, writ, injunction or decree of any court or any Governmental Entity relating to (or that could affect) the Business. There does not exist any default by the Company or by the Equity Holders or, to Equity Holders’ knowledge, Holder or by any other Person, or event that, with notice or lapse of time, or both, would constitute a default under any agreement entered into by the Company or by the Equity Holders Holder that could adversely affect the Business.