Common use of Financial Statements; Undisclosed Liabilities; Indebtedness Clause in Contracts

Financial Statements; Undisclosed Liabilities; Indebtedness. (a) Copies of the Companies’ (i) audited consolidated financial statements consisting of the consolidated balance sheets of the Companies as of December 31 in each of the years 2014, 2013 and 2012 and the related consolidated statements of income and cash flows for the years then ended (the “Audited Financial Statements”), and (ii) unaudited combined financial statements consisting of the unaudited combined balance sheets of the Companies (the “Balance Sheet”) as of each of September 30, 2015 (the “Balance Sheet Date”), June 30, 2015 and March 31, 2015 and, in each case, the related unaudited combined statements of income and cash flows for each applicable three-month period (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) have been delivered or made available to Buyer. The Financial Statements have been prepared from the books and records of the Companies, have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes, and, on that basis, present fairly in all material respects the financial condition the Companies as of the respective dates they were prepared and the results of the operations of the Companies for the periods indicated. Each of the Companies maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, and (ii) transactions are recorded in a timely manner and as necessary to permit preparation of Financial Statements in accordance with GAAP and to maintain accountability for earnings and assets. During the periods covered by the Financial Statements, the Companies’ external auditors were independent of the Companies and their respective management. (b) Except as set forth on Schedule 4.5(b), neither of the Companies has any Liabilities required to be disclosed on a balance sheet prepared in accordance with GAAP except: (i) those which are adequately reflected, reserved against, or otherwise described on the Balance Sheet as of the Balance Sheet Date, (ii) those which have been incurred in the Ordinary Course of Business since the Balance Sheet Date, and (iii) those under the executory portion of any Material Contract. (c) Schedule 4.5(c) sets forth all of the Indebtedness of the Companies as of the date of this Agreement.

Financial Statements; Undisclosed Liabilities; Indebtedness. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. (a) Copies The Company's Confidential Offering Memorandum dated [**********] (the "PPM") contains copies of the Companies’ (i) audited consolidated financial statements consisting of the consolidated balance sheets of the Companies as of Company for the year ended December 31 in each of the years 201431, 2013 and 2012 1999 and the related consolidated audited statements of income operations, statements of stockholder's equity and statements of cash flows flows, together with any related notes thereto, for the years then year ended (the “Audited Financial Statements”)December 31, 1999 and (ii) the unaudited combined financial statements consisting balance sheet of the unaudited combined balance sheets of the Companies (the “Balance Sheet”) Company as of each of September 30, 2015 (2000 for the “Balance Sheet Date”), June nine months ended September 30, 2015 and March 31, 2015 and, in each case2000 (collectively, the related unaudited combined statements of income and cash flows for each applicable three-month period (the “Interim "Financial Statements” and together with "). Each of the Audited Financial StatementsStatements fairly present in all material respects, as the case may be, the “Financial Statements”) have been delivered financial condition, assets and liabilities of the Company as of date thereof or made available to Buyerthe Company's results of operations and changes in the Company's financial position for the period set forth therein. The Each of the Financial Statements have been prepared from the books and records of the Companies, have been was prepared in accordance with GAAP consistently applied on a consistent basis throughout during the period involvedrelevant period, except as otherwise set forth in the notes thereto and subject, in the case of the Interim unaudited Financial Statements, to normal and recurring year-end adjustments and the absence omission of notes, and, on that basis, present fairly in all material respects the financial condition the Companies as of the respective dates they were prepared and the results of the operations of the Companies for the periods indicated. Each of the Companies maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, and (ii) transactions are recorded in a timely manner and as necessary to permit preparation of Financial Statements in accordance with GAAP and to maintain accountability for earnings and assets. During the periods covered by the Financial Statements, the Companies’ external auditors were independent of the Companies and their respective managementfootnotes. (b) Except as set forth on disclosed in Schedule 4.5(b3.5(d), neither of the Companies has any Liabilities required to be disclosed on a balance sheet prepared in accordance with GAAP except: (i) those which are adequately reflected, reserved against, or otherwise described on the Balance Sheet as of the Balance Sheet Datedate hereof the Company has not incurred any material liabilities or material obligations of any nature, (ii) those which have been incurred whether or not accrued, absolute, contingent or otherwise, other than liabilities adequately provided or reserved for in the Ordinary Course of Business since the Balance Sheet Date, and (iii) those under the executory portion of Financial Statements or disclosed in any Material Contractrelated notes thereto. (c) Schedule 4.5(c) sets forth all Since September 30, 2000, there has been no material adverse change in the Business of the Indebtedness Company, or any damage or impairment to, or destruction or loss, sale, assignment, transfer, lapse or Encumbrance of any Intellectual Property (whether or not covered by insurance) that could reasonably be expected to have a material adverse effect on the Companies as of the date of this AgreementDevelopment Activities.

Financial Statements; Undisclosed Liabilities; Indebtedness. (a) Copies of the Companies’ (i) audited consolidated financial statements consisting ALTUS has provided to FALK copies of the consolidated audited balance sheets sheet of ALTUS for the Companies as of December 31 in each of the years 2014year ended Xxxember 31, 2013 and 2012 2001 and the related consolidated audited statements of income operations, statements of stockholder's equity and statements of cash flows flows, together with any related notes thereto, for the years then year ended (the “Audited Financial Statements”)December 31, 2001 and (ii) unaudited combined financial statements consisting of the unaudited combined balance sheets sheet of ALTUS for the Companies (the “Balance Sheet”) as of each of nine months ended September 30, 2015 2002 (the “Balance Sheet Date”), June 30, 2015 and March 31, 2015 and, in each casecollectively, the related unaudited combined statements of income and cash flows for each applicable three-month period (the “Interim "Financial Statements” "). Each of the Financial Statements fairly present in all material respects, as the case may be, the financial condition, assets and together liabilities of Portions of this Exhibit were omitted and have been filed separately with the Audited Financial StatementsSecretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. ALTUS as of date thereof, or ALTUS' results of operations and changes in ALTUS' financial position for the “Financial Statements”) have been delivered or made available to Buyerperiod set forth therein. The Each of the Financial Statements have been prepared from the books and records of the Companies, have been was prepared in accordance with U.S. GAAP consistently applied on a consistent basis throughout during the period involvedrelevant period, except as otherwise set forth in the notes thereto and subject, in the case of the Interim unaudited Financial Statements, to normal and recurring year-end adjustments and the absence omission of notes, and, on that basis, present fairly in all material respects the financial condition the Companies as of the respective dates they were prepared and the results of the operations of the Companies for the periods indicated. Each of the Companies maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, and (ii) transactions are recorded in a timely manner and as necessary to permit preparation of Financial Statements in accordance with GAAP and to maintain accountability for earnings and assets. During the periods covered by the Financial Statements, the Companies’ external auditors were independent of the Companies and their respective managementfootnotes. (bII) Except as set forth on Schedule 4.5(b), neither As of the Companies date hereof, ALTUS has not incurred any Liabilities required to be disclosed on a balance sheet prepared in accordance with GAAP except: (i) those which are material liabilities or material obligations of any nature, whether or not accrued, absolute, contingent or otherwise, other than liabilities adequately reflected, provided or reserved against, or otherwise described on the Balance Sheet as of the Balance Sheet Date, (ii) those which have been incurred for in the Ordinary Course of Business since the Balance Sheet Date, and (iii) those under the executory portion of Financial Statements or disclosed in any Material Contractrelated notes thereto. (cIII) Schedule 4.5(cSince September 30, 2002, there has been no material adverse change in the business of ALTUS, or any damage or impairment to, or destruction or loss, sale, assignment, transfer, lapse or encumbrance of any Licensed Product Patents or Licensed Product Know-How (whether or not covered by insurance) sets forth all of that could reasonably be expected to have a material adverse effect on the Indebtedness of Agreement or the Companies as of the date of this Agreementactivities contemplated thereby.

Financial Statements; Undisclosed Liabilities; Indebtedness. (a) Copies Section 3.5(a) of the Companies’ Seller Disclosure Schedule sets forth true, complete and correct copies of (i) audited consolidated financial statements consisting of the unaudited consolidated balance sheets sheet of the Companies Sellers as of December 31 in each of 31, 2020 (the years 2014“Latest Balance Sheet”), 2013 and 2012 and the related consolidated statements of income (loss), members’ equity and cash flows flow for the twelve (12) month period then ended, and (ii) the unaudited consolidated balance sheets of the Business as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related consolidated statements of income (loss), members’ equity and cash flow for the years then ended (all such financial statements referred to in the “Audited Financial Statements”), foregoing clauses (i) and (ii) unaudited combined financial statements consisting of the unaudited combined balance sheets of the Companies (the “Balance Sheet”) as of each of September 30, 2015 (the “Balance Sheet Date”), June 30, 2015 and March 31, 2015 and, in each case, the related unaudited combined statements of income and cash flows for each applicable three-month period (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) have been delivered or made available to Buyer). The Financial Statements have been were prepared from the books and records of Sellers and fairly present, in all material respects, the Companies, have been prepared consolidated financial position of Sellers as at the respective dates thereof and the consolidated results of operations and cash flows of Sellers for the respective periods covered thereby in accordance with GAAP applied on a consistent basis throughout the period involved, subjectperiods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, subject to the Interim absence of notes not required by GAAP and normal year-end adjustments). (b) Sellers maintain accurate books and records reflecting the Purchased Assets, Assumed Liabilities and all of the other assets and liabilities of the Business and maintain and have maintained for all periods reflected in the Financial Statements, to normal proper and recurring year-end adjustments and the absence of notes, and, on that basis, present fairly in all material respects the financial condition the Companies as of the respective dates they were prepared and the results of the operations of the Companies for the periods indicated. Each of the Companies maintains a system of adequate internal accounting controls sufficient to that provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, and (ii) transactions are recorded in a timely manner and as necessary to permit accurate preparation of Financial Statements in accordance with GAAP their financial statements and to maintain accurate accountability for earnings and their assets. During the periods covered by the Financial Statements, the Companies’ external auditors were independent of the Companies and their respective management. (b) Except as set forth on Schedule 4.5(b), neither of the Companies has any Liabilities required to be disclosed on a balance sheet prepared in accordance with GAAP except: (i) those which are adequately reflected, reserved against, or otherwise described on the Balance Sheet as of the Balance Sheet Date, (ii) those which have been incurred in the Ordinary Course reporting of Business since the Balance Sheet Date, their assets is compared with existing assets at regular intervals and (iii) those under accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the executory portion collection thereof on a current and timely basis. None of Sellers or any auditor, accountant or other Representative of a Seller has received or otherwise had or obtained knowledge of any Material Contractmaterial complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Sellers or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that any Seller has engaged in fraudulent or questionable accounting or auditing practices. (c) Schedule 4.5(c) sets forth all No equity interests of any Seller are registered under the Securities Act or the Exchange Act or is listed on any securities exchange. No Seller is subject to the periodic reporting requirements of the Indebtedness Exchange Act or the periodic reporting or corporate governance requirements of any foreign Governmental Entity that performs a similar function to that of the Companies as SEC or the requirements of any securities exchange or quotation system. (d) No Seller has any Liabilities, except for Liabilities (i) reflected or reserved for in the Latest Balance Sheet, (ii) incurred in the ordinary course of business since the date of this Agreementthe Latest Balance Sheet or (iii) incurred in connection herewith, the Other Transaction Agreements and the transactions contemplated hereby or thereby. (e) Section 3.5(e) of the Seller Disclosure Schedule sets forth a list of all Indebtedness of Sellers. (f) As of March 1, 2021, the PPP Loan was forgiven in full by the SBA, and none of Sellers have incurred any loan, directly or indirectly, pursuant to the Paycheck Protection Program, established by the CARES Act, or any other lending program authorized by the CARES Act and/or administered by the SBA, other than the Seller PPP Loan.

Financial Statements; Undisclosed Liabilities; Indebtedness. (a) Copies Section 4.05(a) of the Companies’ Disclosure Schedule sets forth complete and correct copies of the following financial statements (collectively, the “Financial Statements”): (i) the audited consolidated financial statements consisting of the consolidated balance sheets of the Companies Company as of December 31 in each of January 2, 2010 (such audited balance sheet, the years 2014“Audited Balance Sheet”) and January 3, 2013 and 2012 2009 and the related audited consolidated statements of income, members’ equity and comprehensive income and cash flows for the fiscal years then ended January 2, 2010, January 3, 2009 and December 29, 2007, and the (collectively, the “Audited Financial Statements”), ) and (ii) the unaudited combined financial statements consisting consolidated balance sheet of the unaudited combined balance sheets Company as of the Companies April 3, 2010 (the “Balance Sheet”) as of each of September 30, 2015 (the “Balance Sheet Date”), June 30, 2015 and March 31, 2015 and, in each case, the related unaudited combined consolidated statements of income, members’ equity and comprehensive income and cash flows for each applicable three-month period the three fiscal months then ended (the “Interim Financial Statements” and together with the Audited Financial Statementscollectively, the “Unaudited Financial Statements”) have been delivered or made available to Buyer). The Financial Statements have been prepared from the books and records of the Companies, have been prepared in accordance conformity with GAAP consistently applied on a consistent basis throughout the period involved, subject, (except in each case as described in the case of the Interim Financial Statementsnotes thereto), to normal and recurring year-end adjustments and the absence of notes, and, on that basis, fairly present fairly in all material respects the consolidated financial condition condition, results of operations and cash flows of the Companies Company and its consolidated Subsidiaries as of the respective dates they were prepared thereof and the results of the operations of the Companies for the respective periods indicated. Each There were no changes in the method of application of the Companies maintains a system Company’s accounting policies or changes in the method of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed applying the Company’s use of estimates in accordance with management’s authorization, and (ii) transactions are recorded in a timely manner and as necessary to permit the preparation of the Unaudited Financial Statements in accordance as compared with GAAP and to maintain accountability for earnings and assets. During the periods covered by the Audited Financial Statements, the Companies’ external auditors were independent of the Companies and their respective management. (b) Except as set forth on Schedule 4.5(bNeither the Company nor any of its Subsidiaries has any material liability or obligation of any nature (whether accrued, absolute, contingent, unasserted or otherwise), neither of the Companies has any Liabilities required to be disclosed on a balance sheet prepared in accordance with GAAP except: except (i) those which are adequately reflected, as disclosed or reserved against, or otherwise described against on the face of the Audited Balance Sheet as of and the Balance Sheet Datenotes thereto, (ii) those which have been for future executory obligations arising under the Contracts listed on Section 4.07, 4.08(e) or 4.09 of the Disclosure Schedule (excluding all obligations arising in connection with any breach or other violation of any such Contract), (iii) for liabilities and obligations arising under this Agreement and the Ancillary Agreements, (iv) for liabilities and obligations listed on Section 4.05(b) of the Disclosure Schedule, and (v) for liabilities and obligations incurred in the Ordinary Course ordinary course of Business business consistent with past practice since the date of the Audited Balance Sheet Date, and (iii) those under the executory portion not in violation of any Material Contractthis Agreement. (c) Section 4.05(c) of the Disclosure Schedule 4.5(c) sets forth a complete and correct list of all of the outstanding Indebtedness of the Companies Company and its Subsidiaries, as well as the outstanding balance thereof, all as of the date of this Agreement. Except as set forth on Section 4.05(c) of the Disclosure Schedule, all Indebtedness of the Company and its Subsidiaries is prepayable without prepayment penalty or premium.

Financial Statements; Undisclosed Liabilities; Indebtedness. (a) Copies Section 3.7(a) of the Companies’ Company Disclosure Schedule sets forth the (i) audited consolidated financial statements consisting of the unaudited consolidated balance sheets of the Chesapeake Companies (or predecessors thereto) and its subsidiaries as at December 31, 2018, December 31, 2019, December 31, 2020, and December 31, 2021, the related consolidated statements of December 31 in each operations, shareholders’ equity and cash flows of the Chesapeake Companies (or predecessors thereto) and its subsidiaries for the fiscal years 2014then ended (collectively, 2013 the “Annual Financial Statements”) and 2012 (ii) unaudited consolidated balance sheet of the Chesapeake Companies (or predecessor thereto) and its subsidiaries at February 28, 2022, and the related consolidated statements of income operations, shareholders’ equity and cash flows of the Chesapeake Companies (or predecessors thereto) and its subsidiaries for the years two months then ended (the “Audited Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”). The Financial Statements at December 31, 2021 have been prepared in accordance with GAAP, consistently applied during the periods involved and fairly present, in all material respects, the consolidated financial position, the results of operations and cash flow of the Chesapeake Companies at the dates, and for the periods, presented therein (iisubject, in the case of unaudited statements, to changes resulting from normal year-end and purchase accounting adjustments, none of which adjustments are, individually or in the aggregate, material, and the absence of certain footnotes). (b) unaudited combined financial statements consisting No Chesapeake Company has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required to be reflected on, reserved against or otherwise described on a consolidated balance sheet of the unaudited combined Chesapeake Companies prepared in accordance with GAAP or the notes thereto, except liabilities (i) to the extent reflected on, reserved against or described on the balance sheets sheet of the Chesapeake Companies (the “Balance Sheet”) and its consolidated subsidiaries as of each of September 30December 31, 2015 2021 (the “Balance Sheet Date”), June 30including the notes thereto, 2015 and March 31, 2015 and, included in each case, the related unaudited combined statements of income and cash flows for each applicable three-month period (the “Interim Financial Statements” and together with the Audited Financial Statements, (ii) incurred after the “Financial Statements”Balance Sheet Date in the ordinary course of business (none of which results from or arises out of any breach of or default under any Contract, breach of warranty, tort, Action or violation of Law), (iii) have been delivered incurred by the Chesapeake Companies in connection with the Transactions, or made available to Buyer. The Financial Statements have been prepared from the books and records (iv) as set forth on Section 3.7(b) of the Companies, have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes, and, on that basis, present fairly in all material respects the financial condition the Company Disclosure Schedule. (c) The Chesapeake Companies as of the respective dates they were prepared and the results of the operations of the Companies for the periods indicated. Each of the Companies maintains maintain a system of internal accounting controls sufficient to provide reasonable assurance that in all material respects: (i) transactions are executed in accordance with management’s authorization, and the Chesapeake Companies’ policies; (ii) transactions are recorded in a timely manner and as necessary to permit preparation of Financial Statements financial statements in accordance with GAAP GAAP; and (iii) access to maintain accountability for earnings and assetsassets is permitted in accordance with management’s general or specific authorization. During the periods covered by past five years, no Chesapeake Company has received any written complaint, allegation, assertion or claim from any external auditor, Governmental Entity or other persons regarding the accounting or auditing practices, procedures, methodologies or methods of the Chesapeake Companies or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that any Chesapeake Company has engaged in questionable accounting or auditing practices, which has not been fully resolved and, to the extent necessary, reflected in the Financial Statements, the Companies’ external auditors were independent of the Companies and their respective management. (bd) Except as set forth The accounts and notes receivable reflected on Schedule 4.5(b), neither of the Companies has any Liabilities required to be disclosed on a balance sheet prepared Financial Statements or taken into account in accordance with GAAP except: the Draft Closing Balance Sheet (i) those which are adequately reflected, reserved against, or otherwise described collectible (net of any reserves shown on the Balance Sheet as of the Balance Sheet Dateapplicable balance sheet, if any), (ii) those which have been incurred represent legal, valid and binding obligations for services actually performed by the Chesapeake Companies, enforceable in accordance with their terms, (iii) are not the Ordinary Course subject of Business since the Balance Sheet Dateany pending and unreserved Action, including any right of setoff or counterclaim, and (iiiiv) those under have arisen only from bona fide sales transactions in the executory portion ordinary course of any Material Contractbusiness payable on the Chesapeake Companies’ ordinary trade terms. The inventory of the Chesapeake Companies shown on the Financial Statements or taken into account in the Draft Closing Balance Sheet, net of the reserves applicable thereto as shown on the applicable balance sheet, is (A) of a quantity and quality maintained by the Chesapeake Companies in the ordinary course of business, (B) adequate in order for the Chesapeake Companies to conduct their business as currently conducted and as presently proposed to be conducted, (C) not damaged except as otherwise specifically reserved for on the applicable balance sheet and (D) merchantable and fit for its intended use. (ce) Schedule 4.5(c) sets forth all All accounts payable of the Chesapeake Companies shown on the Financial Statements or taken into account in the Draft Closing Balance Sheet are the result of bona fide transactions effected in the ordinary course of business and have been paid or are not yet due and payable. (f) Section 3.7(f) of the Company Disclosure Schedule contains a list of all (i) Indebtedness of the Chesapeake Companies as and (ii) Liens securing Indebtedness of the date of this AgreementChesapeake Companies.

Financial Statements; Undisclosed Liabilities; Indebtedness. (a) Copies of the Companies’ (i) audited consolidated financial statements consisting ALTUS has provided to FALK copies of the consolidated audited balance sheets sheet of ALTUS for the Companies as of December 31 in each of the years 2014year ended Xxxember 31, 2013 and 2012 2001 and the related consolidated audited statements of income operations, statements of stockholder's equity and statements of cash flows flows, together with any related notes thereto, for the years then year ended (the “Audited Financial Statements”)December 31, 2001 and (ii) unaudited combined financial statements consisting of the unaudited combined balance sheets sheet of PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. ALTUS for the Companies (the “Balance Sheet”) as of each of nine months ended September 30, 2015 2002 (the “Balance Sheet Date”), June 30, 2015 and March 31, 2015 and, in each casecollectively, the related unaudited combined statements of income and cash flows for each applicable three-month period (the “Interim "Financial Statements” and together with "). Each of the Audited Financial StatementsStatements fairly present in all material respects, as the case may be, the “Financial Statements”) have been delivered financial condition, assets and liabilities of ALTUS as of date thereof, or made available to BuyerALTUS' results of operations and changes in ALTUS' financial position for the period set forth therein. The Each of the Financial Statements have been prepared from the books and records of the Companies, have been was prepared in accordance with U.S. GAAP consistently applied on a consistent basis throughout during the period involvedrelevant period, except as otherwise set forth in the notes thereto and subject, in the case of the Interim unaudited Financial Statements, to normal and recurring year-end adjustments and the absence omission of notes, and, on that basis, present fairly in all material respects the financial condition the Companies as of the respective dates they were prepared and the results of the operations of the Companies for the periods indicated. Each of the Companies maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, and footnotes. (ii) transactions are recorded As of the date hereof, ALTUS has not incurred any material liabilities or material obligations of any nature, whether or not accrued, absolute, contingent or otherwise, other than liabilities adequately provided or reserved for in a timely manner and as necessary to permit preparation of the Financial Statements or disclosed in accordance with GAAP and to maintain accountability for earnings and assets. During the periods covered by the Financial Statements, the Companies’ external auditors were independent of the Companies and their respective managementany related notes thereto. (biii) Except as set forth on Schedule 4.5(b)Since September 30, neither 2002, there has been no material adverse change in the business of the Companies has any Liabilities required to be disclosed on a balance sheet prepared in accordance with GAAP except: (i) those which are adequately reflected, reserved againstALTUS, or otherwise described any damage or impairment to, or destruction or loss, sale, assignment, transfer, lapse or encumbrance of any Licensed Product Patents or Licensed Product Know-How (whether or not covered by insurance) that could reasonably be expected to have a material adverse effect on the Balance Sheet as of Agreement or the Balance Sheet Date, (ii) those which have been incurred in the Ordinary Course of Business since the Balance Sheet Date, and (iii) those under the executory portion of any Material Contractactivities contemplated thereby. (c) Schedule 4.5(c) sets forth all of the Indebtedness of the Companies as of the date of this Agreement.

Financial Statements; Undisclosed Liabilities; Indebtedness. (a) Copies Attached as Schedule 4.7(a) are true and complete copies of the Companies’ Company’s (i) audited consolidated financial statements consisting of the consolidated balance sheets of the Companies sheet as of December 31 in each of the years 2014, 2013 and 2012 and the related consolidated statements of income and cash flows for the years then ended (the “Audited Financial Statements”), and (ii) unaudited combined financial statements consisting of the unaudited combined balance sheets of the Companies (the “Balance Sheet”) as of each of September 30, 2015 (the “Balance Sheet Date”), June 30, 2015 and March 31, 2015 and, in each case, the related unaudited combined statements of income and cash flows for each applicable three-month period 2014 (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) have been delivered or made available to Buyer). The Financial Statements are fairly present in all material respects the financial position of the Company as of the dates indicated. The balance sheets of the Company as of December 31, 2014 are referred to herein as the “Balance Sheets” and the date thereof as the “Balance Sheets Date.” (b) All accounts, books and ledgers related to the businesses of the Company have been prepared from maintained in a consistent manner during the periods represented by the Financial Statements and all subsequent periods, are accurate and complete in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. (c) The Company carries no Liabilities, including guarantees and indemnities by the Company of Liabilities of any other Person, except (i) Liabilities as and to the extent reflected on the Interim Balance Sheets; (ii) Liabilities incurred by them in the Ordinary Course of Business and consistent with past practice since the date of the Interim Balance Sheets (none of which is a material Liability for breach of contract, breach of warranty, tort, infringement, claim, lawsuit or other proceeding) and all of which are adequately reflected on the books and records of the Companies, have been prepared Company; (iii) obligations not in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes, and, on that basis, present fairly in all material respects the financial condition the Companies as of the respective dates they were prepared and the results of the operations of the Companies for the periods indicated. Each of the Companies maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, and (ii) transactions are recorded in a timely manner and as necessary to permit preparation of Financial Statements in accordance with GAAP and to maintain accountability for earnings and assets. During the periods covered default under Contracts entered into by the Financial Statements, the Companies’ external auditors were independent of the Companies and their respective management. (b) Except as set forth on Schedule 4.5(b), neither of the Companies has any Liabilities required to be disclosed on a balance sheet prepared in accordance with GAAP except: (i) those which are adequately reflected, reserved against, or otherwise described on the Balance Sheet as of the Balance Sheet Date, (ii) those which have been incurred it in the Ordinary Course of Business since the Balance Sheet Date, Business; and (iiiiv) those under the executory portion of any Material ContractLiabilities set forth on Schedule 4.7(c). (cd) Schedule 4.5(cThe Company does not have any Indebtedness. (e) sets forth all of the Indebtedness of the Companies as of the date of this AgreementThe Company has not received any grants, subsidies or other financial assistance from any Governmental Authority.

Financial Statements; Undisclosed Liabilities; Indebtedness. (a) Copies Each of the Companies’ (i) most recent audited consolidated and interim financial statements consisting of filed with the consolidated balance sheets of SEC by Seller to the Companies as of December 31 in each of extent regarding the years 2014, 2013 and 2012 and the related consolidated statements of income and cash flows for the years then ended (the “Audited Financial Statements”), and (ii) unaudited combined financial statements consisting of the unaudited combined balance sheets of the Acquired Companies (the “Balance Sheet”) as of each of September 30, 2015 (the “Balance Sheet Date”), June 30, 2015 and March 31, 2015 and, in each case, the related unaudited combined statements of income and cash flows for each applicable three-month period (the “Interim Financial Statements” and together with the Audited Financial Statementscollectively, the “Financial Statements”) have been delivered or made available to Buyer. The Financial Statements have been prepared from the books and records of the Companies, have been (i) were prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subjectperiods involved and at the dates involved (except as may be indicated in the notes to such Financial Statements or, in the case of unaudited interim financial statements, as permitted by the Interim Financial StatementsSEC on Form 10-Q under the Exchange Act) and (ii) fairly presented in all material respects the consolidated financial position of the Acquired Companies as of the dates indicated and the consolidated assets, liabilities, business, financial condition, results of its operations and cash flows for the periods indicated, consistent with the books and records of the Acquired Companies, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments adjustments. The audited financial statements of TN Europe for the years ended December 31, 2019 and December 31, 2020 (x) show a true and fair view of the state of affairs of TN Europe and the absence UK Company Subsidiaries as at that date, and of notes, and, on that basis, present fairly in all material respects the financial condition the Companies as of the respective dates they were prepared TN Europe’s and the results of the operations of the Companies UK Company Subsidiaries; loss for the periods indicated. Each of the Companies maintains a system of internal accounting controls sufficient to provide reasonable assurance that year then ended, (iy) transactions are executed have been properly prepared in accordance with management’s authorizationUnited Kingdom generally accepted accounting principles, and (iiz) transactions are recorded in a timely manner and as necessary to permit preparation of Financial Statements have been prepared in accordance with GAAP and to maintain accountability for earnings and assets. During the periods covered by the Financial Statements, the Companies’ external auditors were independent of the UK Companies and their respective managementXxx 0000. (b) Except as set forth on Schedule 4.5(b), neither None of the Acquired Companies has any Liabilities required to be disclosed on a balance sheet prepared in accordance with GAAP except: liabilities, other than (i) those which liabilities that are adequately reflected, reflected or reserved against, against in the Financial Statements or otherwise described on the Balance Sheet as of the Balance Sheet Date, (ii) those which have been liabilities or obligations incurred in the Ordinary Course ordinary course of Business business consistent with past practice since the Balance Sheet DateDecember 31, and (iii) those under the executory portion of any Material Contract2020. (c) Section 4.4(c) of the Disclosure Schedule 4.5(c) sets forth a true and complete list of all of the outstanding Indebtedness of the Companies as Acquired Companies. None of the date Acquired Companies is a guarantor or indemnitor of this Agreementany Indebtedness of any other Person.

Financial Statements; Undisclosed Liabilities; Indebtedness. (a) Copies Complete copies of the Companies’ (i) audited consolidated Company’s unaudited financial statements consisting of the consolidated balance sheets sheet of the Companies Company as of at December 31 in each of the years 2014, 2013 2016 and 2012 2017 and the related consolidated statements of income and cash flows for the years then ended (the “Audited Financial Statements”), and (ii) unaudited combined financial statements consisting of the unaudited combined balance sheets of the Companies (the “Balance Sheet”) as of each of September 30, 2015 (the “Balance Sheet Date”), June 30, 2015 and March 31, 2015 and, in each case, the related unaudited combined statements of income and cash flows for each applicable three-month period (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) have been delivered or made available to Buyerare included in Section 3.06(a) of the Seller Disclosure Schedule. The Financial Statements have been prepared from the books and records of the Companies, have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in periods involved (except with respect to the case unaudited balance sheets for the absence of the Interim Financial Statements, to normal footnotes and recurring year-end adjustments audit adjustments). The Financial Statements are based on the books and records of the absence of notesCompany, and, on that basis, and fairly present fairly in all material respects the financial condition of the Companies Company as of the respective dates they were prepared and the results of the operations of the Companies Company for the periods indicated. Each The balance sheet of the Companies Company as of December 31, 2017 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date”. The Company maintains a standard system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed established and administered in accordance with management’s authorizationGAAP, and (ii) transactions are recorded in a timely manner and as necessary to permit preparation of Financial Statements in accordance with GAAP and to maintain accountability for earnings and assets. During the periods covered by the Financial Statements, the Companies’ external auditors were independent of the Companies and their respective managementconsistently applied. (b) Except as set forth on Schedule 4.5(b)The Company does not have any material Liabilities, neither including guarantees by the Company of the Companies has Liabilities of any Liabilities required to be disclosed on a balance sheet prepared in accordance with GAAP except: other Person, except (i) those which are adequately reflected, reserved against, or otherwise described Liabilities as and to the extent reflected on the Balance Sheet as of the Balance Sheet Date, Sheet; (ii) those which have been Liabilities incurred by it in the Ordinary Course ordinary course of Business business and consistent with past practice since the Balance Sheet DateDate (none of which is a material Liability for breach of contract, breach of warranty, tort, infringement, claim, lawsuit or other proceeding) and adequately reflected on the books and records of the Company; (iii) those obligations not in default under Contracts entered into by it in the executory portion ordinary course of any Material Contractbusiness; and (iv) Liabilities set forth in Section 3.06(b) of the Seller Disclosure Schedule. (c) Section 3.06(c) of the Seller Disclosure Schedule 4.5(c) sets forth all a description of each item of Indebtedness, including (i) the name of the Person to whom such Indebtedness is owed; (ii) the aggregate amount that the Company owes to such Person; (iii) whether such Indebtedness was incurred pursuant to a written or oral agreement; and (iv) whether such Indebtedness is secured by any Encumbrance on any property or asset of the Companies Company. Section 3.06(c) of the Seller Disclosure Schedule also sets forth a description of each loan or advance made by the Company to any Person (“Company Debtor”), including (A) the name of the Company Debtor; (B) the aggregate amount loaned or advanced by the Company to such Company Debtor as of the date hereof; (C) whether such loan or advance was made by the Company pursuant to a written or oral agreement; and (D) whether such loan or advance is secured by any Encumbrance on any property or asset of this Agreementsuch Company Debtor.

Financial Statements; Undisclosed Liabilities; Indebtedness. (a) Copies Each of the Companies’ (i) most recent audited consolidated and interim financial statements consisting of filed with the consolidated balance sheets of SEC by Seller to the Companies as of December 31 in each of extent regarding the years 2014, 2013 and 2012 and the related consolidated statements of income and cash flows for the years then ended (the “Audited Financial Statements”), and (ii) unaudited combined financial statements consisting of the unaudited combined balance sheets of the Acquired Companies (the “Balance Sheet”) as of each of September 30, 2015 (the “Balance Sheet Date”), June 30, 2015 and March 31, 2015 and, in each case, the related unaudited combined statements of income and cash flows for each applicable three-month period (the “Interim Financial Statements” and together with the Audited Financial Statementscollectively, the “Financial Statements”) have been delivered or made available to Buyer. The Financial Statements have been prepared from the books and records of the Companies, have been (i) were prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subjectperiods involved and at the dates involved (except as may be indicated in the notes to such Financial Statements or, in the case of unaudited interim financial statements, as permitted by the Interim Financial StatementsSEC on Form 10-Q under the Exchange Act) and (ii) fairly presented in all material respects the consolidated financial position of the Acquired Companies as of the dates indicated and the consolidated assets, liabilities, business, financial condition, results of its operations and cash flows for the periods indicated, consistent with the books and records of the Acquired Companies, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments adjustments. The audited financial statements of TN Europe for the years ended December 31, 2019 and December 31, 2020 (x) show a true and fair view of the state of affairs of TN Europe and the absence UK Company Subsidiaries as at that date, and of notes, and, on that basis, present fairly in all material respects the financial condition the Companies as of the respective dates they were prepared TN Europe’s and the results of the operations of the Companies UK Company Subsidiaries; loss for the periods indicated. Each of the Companies maintains a system of internal accounting controls sufficient to provide reasonable assurance that year then ended, (iy) transactions are executed have been properly prepared in accordance with management’s authorizationUnited Kingdom generally accepted accounting principles, and (iiz) transactions are recorded in a timely manner and as necessary to permit preparation of Financial Statements have been prepared in accordance with GAAP and to maintain accountability for earnings and assets. During the periods covered by the Financial Statements, the Companies’ external auditors were independent of the UK Companies and their respective managementAxx 0000. (b) Except as set forth on Schedule 4.5(b), neither None of the Acquired Companies has any Liabilities required to be disclosed on a balance sheet prepared in accordance with GAAP except: liabilities, other than (i) those which liabilities that are adequately reflected, reflected or reserved against, against in the Financial Statements or otherwise described on the Balance Sheet as of the Balance Sheet Date, (ii) those which have been liabilities or obligations incurred in the Ordinary Course ordinary course of Business business consistent with past practice since the Balance Sheet DateDecember 31, and (iii) those under the executory portion of any Material Contract2020. (c) Section 4.4(c) of the Disclosure Schedule 4.5(c) sets forth a true and complete list of all of the outstanding Indebtedness of the Companies as Acquired Companies. None of the date Acquired Companies is a guarantor or indemnitor of this Agreementany Indebtedness of any other Person.

Financial Statements; Undisclosed Liabilities; Indebtedness. (a) Copies Section 4.12 of the Companies’ Disclosure Letter sets forth the following financial statements of the Company: (i) audited consolidated financial statements consisting the unaudited balance sheet of the consolidated Company as of June 30, 2006 (the “June 30, 2006 Balance Sheet”) and the related unaudited statement of income for the six-month period ended June 30, 2006 (collectively, the “Unaudited Financial Statements”). The Unaudited Financial Statements present fairly, in all material respects, the financial position and results of operations of the Company as of the date and for the period set forth therein, as prepared in accordance with the Basis of Financial Statement Presentation consistently applied, which conforms with United States generally accepted accounting principles (“GAAP”) except as set forth in Section 4.12(a) of the Disclosure Letter; and (ii) the audited balance sheets of the Companies as of December 31 in each of the years 201431, 2013 2005 and 2012 2004, and the related consolidated audited statements of income, comprehensive income and enterprise capital and cash flows for each of the three years then in the period ended December 31, 2005, which financial statements have been reported on by, and are accompanied by the report of, PricewaterhouseCoopers LLP (collectively, the “Audited Financial Statements”), and (ii) unaudited combined financial statements consisting of the unaudited combined balance sheets of the Companies (the “Balance Sheet”) as of each of September 30, 2015 (the “Balance Sheet Date”), June 30, 2015 and March 31, 2015 and, in each case, the related unaudited combined statements of income and cash flows for each applicable three-month period (the “Interim Financial Statements” and together with the . The Audited Financial Statements, the “Financial Statements”) have been delivered or made available to Buyer. The Financial Statements have been prepared from the books and records of the Companies, have been prepared in accordance with GAAP applied on a consistent basis throughout the period involvedGAAP, subjectconsistently applied, in the case of the Interim Financial Statementsand present fairly, to normal and recurring year-end adjustments and the absence of notes, and, on that basis, present fairly in all material respects respects, except for the qualification relating to the change in accounting principle from last-in, first-out inventory to first-in, first-out inventory, the financial condition position of the Companies Company as of the respective dates they were prepared December 31, 2005 and 2004, and the results of the its operations and its cash flows for each of the Companies for three years in the periods indicatedperiod ended December 31, 2005. Each of Collectively, the Companies maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, and (ii) transactions are recorded in a timely manner and as necessary to permit preparation of Unaudited Financial Statements in accordance with GAAP and Audited Financial Statements shall be referred to maintain accountability for earnings and assets. During herein as the periods covered by the “Financial Statements, the Companies’ external auditors were independent of the Companies and their respective management.” (b) Except as set forth on Schedule 4.5(b)The Company has no obligations or liabilities of any kind (whether accrued, neither of the Companies has any Liabilities required absolute, contingent, unliquidated or inchoate or otherwise, or whether due or to be disclosed on a balance sheet prepared in accordance with GAAP except: become due) (collectively, “Liabilities”) other than those (i) those which are adequately reflected, reserved against, to the extent reflected or otherwise described on the Balance Sheet as of the Balance Sheet Datedisclosed in Audited Financial Statements, (ii) those which have been incurred since December 31, 2005 in the Ordinary Course ordinary course of the Business since the Balance Sheet Dateconsistent with past practice, and (iii) those under that are immaterial to the executory portion Company or (iv) that are set forth in Section 4.12(b) of any Material Contractthe Disclosure Letter. (c) Schedule 4.5(cThe Company has no outstanding Indebtedness other than (i) sets Indebtedness incurred under the banking facility set forth all in Section 4.12(c) of the Disclosure Letter and (y) Indebtedness to Seller or any of its Affiliates (other than the Companies as of Company) pursuant to Intercompany Accounts that, in each case, will be cancelled or otherwise settled in full on or prior to the date of this AgreementTargeted Closing Date, pursuant to Section 6.09.