Common use of Financial Statements; Undisclosed Liabilities; Internal Controls Clause in Contracts

Financial Statements; Undisclosed Liabilities; Internal Controls. (a) Schedule 2.05(a) consists of: (i) the Company’s unaudited consolidated internal balance sheets as of May 31, 2017 (the “Latest Balance Sheet”) and the related internal statements of income for the respective five (5)-month period then ended, (the “Unaudited Interim Financial Statements”), and (ii) the Company’s and its Subsidiaries’ consolidated balance sheets as of December 31, 2016, December 31, 2015, and December 31, 2014, together with the statements of income and cash flows for the three (3) fiscal years then ended (the “Year-end Financial Statements”), in each case, excluding Spectrum Logistics, Inc. (the statements described in clauses (i) and (ii) of this Section 2.05(a), collectively, the “Financial Statements”). Except as set forth on Schedule 2.05(a), the Year-end Financial Statements present fairly, in all material respects, the consolidated financial position, cash flows and results of operations of the Company, as of the times and for the periods referred to therein, in conformity with GAAP consistently applied throughout the periods covered thereby, except for the absence of footnote disclosures. The Unaudited Interim Financial Statements present fairly, in all material respects, the consolidated financial position and results of operations of the Company, as of the times and for the periods referred to therein, in material conformity with GAAP consistently applied throughout the periods covered thereby, except for (I) the absence of footnote disclosures, and (II) changes resulting from normal, recurring year-end adjustments.

Financial Statements; Undisclosed Liabilities; Internal Controls. (a) Schedule 2.05(a3.06(a) consists of: (i) the each Company’s unaudited consolidated unaudited, and with respect to Midwest, consolidated, internal balance sheets as of May 31June 29, 2017 2019 (the “"Latest Balance Sheet”Sheets") and the related internal statements of income for the respective five (5)-month twelve-month period then ended, (the “"Unaudited Interim Financial Statements”"), and (ii) the each Company’s and its Subsidiaries’ consolidated audited, other than Millis’s, which is unaudited, consolidated, balance sheets sheet as of December 31June 30, 2018, June 24, 2017, and June 25, 2016, December 31, 2015, and December 31, 2014, together with the statements of income and cash flows for the three (3) fiscal years then ended (the “"Year-end Financial Statements”), in each case, excluding Spectrum Logistics, Inc. ") (the statements described in clauses (i) and (ii) of this Section 2.05(a3.06(a), collectively, the “"Financial Statements”"). Except as set forth on Schedule 2.05(a), the The Year-end Financial Statements present fairly, in all material respects, the consolidated financial position, cash flows and results of operations of the CompanyEntities, as of the times and for the periods referred to therein, and except for the Financial Statements of Millis, in conformity with GAAP consistently applied throughout the periods covered thereby, except for the absence of footnote disclosures. The Unaudited Interim Financial Statements present fairly, in all material respects, the consolidated financial position and results of operations of the CompanyEntities, as of the times and for the periods referred to therein, and except for the Financial Statements of Millis, in material conformity with GAAP consistently applied throughout the periods covered thereby, except for (I) the absence of footnote disclosures, disclosures and (II) changes resulting from normal, recurring year-end adjustments.

Financial Statements; Undisclosed Liabilities; Internal Controls. (a) Schedule 2.05(a3.05(a) consists of: (i) the Company’s 's unaudited consolidated internal balance sheets as of May 31September 30, 2017 2013 (the “"Latest Balance Sheet”") and the related internal statements of income for the respective five nine (5)-month 9)-month period then ended, (the “"Unaudited Interim Financial Statements”"), and (ii) the Company’s and its Subsidiaries’ 's audited consolidated balance sheets sheet as of December 31, 20162012, December 31, 20152011, and December 31, 20142010, together with the statements of income and cash flows for the three (3) fiscal years then ended (the “"Year-end Financial Statements”), in each case, excluding Spectrum Logistics, Inc. ") (the statements described in clauses (i) and (ii) of this Section 2.05(a3.05(a), collectively, the “"Financial Statements”"). Except as set forth on Schedule 2.05(a), the The Year-end Financial Statements present fairly, in all material respects, the consolidated financial position, cash flows and results of operations of the Company, as of the times and for the periods referred to therein, in conformity with GAAP consistently applied throughout the periods covered thereby, except for the absence of footnote disclosures. The Unaudited Interim Financial Statements present fairly, in all material respects, the consolidated financial position and results of operations of the Company, as of the times and for the periods referred to therein, in material conformity with GAAP consistently applied throughout the periods covered thereby, except for (I) the absence of footnote disclosures, (II) the lack of consolidation of variable interest entities, and (IIIII) changes resulting from normal, recurring year-end adjustments (including the adjustments referred to as the "Period 13 adjustments," which have not yet been made to the Unaudited Interim Financial Statements).

Financial Statements; Undisclosed Liabilities; Internal Controls. (a) Schedule 2.05(aSection 3.04(a) consists of: of the Seller Disclosure Letter sets forth (i) the Company’s unaudited balance sheet of the Business as of December 31, 2007, and the unaudited consolidated internal statements of operations of the Business for the fiscal year ended on December 31, 2007 (collectively, the “Fiscal 2007 Financial Statements”) and (ii) the unaudited consolidated balance sheets sheet of the Business as of May 31June 30, 2017 2008 (the “Latest Balance Sheet”) and the related internal statements unaudited statement of income operations for the respective five six-month period ended on such date (5)-month period then endedcollectively, (the “Unaudited Interim Financial Statements”), and (ii) the Company’s and its Subsidiaries’ consolidated balance sheets as of December 31, 2016, December 31, 2015, and December 31, 2014” and, together with the statements of income and cash flows for the three (3) fiscal years then ended (the “Year-end Fiscal 2007 Financial Statements”), in each case, excluding Spectrum Logistics, Inc. (the statements described in clauses (i) and (ii) of this Section 2.05(a), collectively, the “Financial Statements”). Except as set forth on Schedule 2.05(a), the Year-end The Financial Statements present fairly(A) were derived from and are in accordance with the books and records of Seller, (B) have been prepared in all material respectsaccordance with GAAP, the consolidated financial position, cash flows and results of operations of the Company, as of the times and for the periods referred to therein, in conformity with GAAP consistently applied throughout the periods covered thereby, except for the absence of footnote disclosures. The Unaudited Interim Financial Statements and (C) fairly present fairly, in all material respects, respects the consolidated financial position condition and results of operations of the Company, Business as of the times respective dates thereof and for the respective periods referred to therein, in material conformity with GAAP consistently applied throughout the periods covered therebyindicated, except for that (Ix) the absence of footnote disclosures, Financial Statements do not include footnotes (and the disclosure required therein) and (IIy) changes resulting from normal, the Interim Financial Statements would be subject to normal and recurring year-end audit adjustments., which adjustments would not be material. Table of Contents

Financial Statements; Undisclosed Liabilities; Internal Controls. (a) Schedule 2.05(a) consists of: (i) the Company’s Companies’ unaudited consolidated internal balance sheets as of May August 31, 2017 2014 (the “Latest Balance Sheet”) and the related internal statements of income for the respective five eight (5)-month 8)-month period then ended, (the “Unaudited Interim Financial Statements”), and (ii) the Company’s and its SubsidiariesCompanies’ audited consolidated balance sheets as of December 31, 20162013, December 31, 20152012, and December 31, 20142011, together with the statements of income and cash flows for the three (3) fiscal years then ended (the “Year-end Financial Statements”), in each case, excluding Spectrum Logistics, Inc. ) (the statements described in clauses (i) and (ii) of this Section 2.05(a), collectively, the “Financial Statements”). Except as set forth on Schedule 2.05(a), the Year-end Financial Statements present fairly, in all material respects, the consolidated financial position, cash flows and results of operations of the CompanyCompanies, as of the times and for the periods referred to therein, in conformity with GAAP consistently applied as has been applied by the Companies consistent with past practice of the Companies throughout the periods covered thereby, except for the absence of footnote disclosures. The Unaudited Interim Financial Statements present fairly, in all material respects, the consolidated financial position and results of operations of the CompanyCompanies, as of the times and for the periods referred to therein, in material conformity with GAAP consistently applied as has been applied by the Companies consistent with past practice of the Companies throughout the periods covered thereby, except for (I) the absence of footnote disclosures, and (II) the lack of consolidation of variable interest entities, (III) changes resulting from normal, recurring year-end adjustments; and (IV) those items set forth on Schedule 2.05(a).