Common use of Financial Statements; Undisclosed Liabilities Clause in Contracts

Financial Statements; Undisclosed Liabilities. The financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended December 31, 1996 and the consolidated financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALC, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements; Undisclosed Liabilities. (a) The financial Company has made available to SPAC a draft of (i) the audited consolidated balance sheets of the Group Companies as of December 31, 2020 (including any comparison figures to the year ended December 31, 2019) and the related draft of statements of Pacesetter Home Care Groupoperations, Inc., HCI's predecessor, changes in shareholders’ equity and cash flows of the Group Companies for the year ended December 31, 1996 2020 (including any comparison figures to the year ended December 31, 2019) and (ii) the unaudited consolidated balance sheets of the Group Companies as of March 31, 2021 (the “Latest Balance Sheet”) and the consolidated financial related unaudited statements of HCI operations, changes in shareholders’ equity and cash flows of the Group Companies for the three (3)-month period ended June 30, 1997then ended, each of which have previously been provided to ALCare attached as Section 3.4(a) of the Company Disclosure Schedules (all such balance sheets and statements, have been collectively, the “Financial Statements”). Each of the Financial Statements (including the notes thereto) (A) was prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (iiB) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, is based upon and (iii) for liabilities incurred consistent with information contained in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI the Company and its Subsidiaries have been, and are being, maintained (C) fairly presents in all material respects in accordance with GAAP the financial position, results of operations and any other applicable legal cash flows of the Group Companies as at the date thereof and accounting requirements for the period indicated therein, except as otherwise specifically noted therein. All financial statements delivered pursuant to Section 5.16, (A) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and, in the case of unaudited financial statements, subject to normal year-end adjustments and reflect only actual transactionsthe absence of footnotes) and (B) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Group Companies as of the date thereof and for the period indicated therein, except as otherwise specifically noted therein.

Financial Statements; Undisclosed Liabilities. (a) Section 3.05(a) of the Seller Letter sets forth complete and correct copies of the following financial statements (collectively, the “Financial Statements”): (i) the unaudited combined consolidated balance sheets of the Transferred Entities as of September 30, 2007 (the “Unaudited Financial Statements”), and the related unaudited combined statements of operations, parent funding and cash flows for the fiscal year then ended (including the notes contained therein or annexed thereto) and (ii) the unaudited condensed consolidated statements of operations, balance sheets and business unit cash flows of the Transferred Entities as of March 30, 2008, and the related unaudited combined statement of operations, parent funding and cash flows for the six month period then ended and for the corresponding period of the prior year (the financial statements described in this clause (ii) are collectively referred to as the “Interim Financial Statements”). The Financial Statements have been prepared in conformity with GAAP as consistently applied with the past accounting practices used in the preparation of the unaudited internal financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, the Transferred Entities for the year ended December 31, 1996 2006 and the consolidated financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALC, have been prepared in accordance with generally accepted accounting principles ("GAAP") previous periods during 2007 (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except in each case as may be indicated described in the any notes thereto) and fairly presentedpresent in all material respects (subject to, in accordance with the applicable requirements case of GAAPthe Interim Financial Statements, (A) normal, recurring year-end audit adjustments, which adjustments will be immaterial, individually or in the aggregate, and (B) the absence of footnotes) the combined consolidated financial position condition, assets, liabilities, results of HCI (or its predecessor) operations and cash flows of the Transferred Entities as of the dates thereof and for the periods indicated. The monthly financial statements to be provided to the Purchaser pursuant to Section 5.12 shall be prepared in accordance with GAAP applied on a consistent basis and fairly present in all material respects (subject to (A) normal, recurring year-end audit adjustments, which adjustments will be immaterial, individually or in the aggregate and (B) the absence of footnotes) the combined consolidated financial condition, assets, liabilities, results of operations and cash flows of the Transferred Entities as of the dates thereof and for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsindicated.

Financial Statements; Undisclosed Liabilities. (a) The financial Company has made available to FLAC a true and complete copy of (i) the audited consolidated statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for financial position of the year ended Current Companies as of December 31, 1996 2020 and 2021 and the related audited consolidated financial statements of HCI profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the period 12-month periods then ended June 30and (ii) the audited consolidated statements of financial position of the Current Companies as of December, 199731, 2020 and December 31, 2021 (the “Latest Balance Sheet Date”) and the related audited consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for each of the years then ended (clauses (i) and (ii), collectively, the “Company Financial Statements”), each of which have previously been provided to ALC, have been are attached as Section 3.4(a) of the Company Disclosure Schedules. Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) IFRS applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto), (B) and fairly presentedpresents, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated position, results of operations and cash flows of the Current Companies as at the date thereof and for the periods then ended period indicated therein, except as otherwise specifically noted therein and (subject, C) in the case of unaudited statementsclause (i), were audited in accordance with the standards of IFRS and contain an unqualified report of the Company’s auditors (other than the qualification related to normal year-end audit adjustmentsthe Company’s recurring losses from operations and net capital deficiency that raise substantial doubt about its ability to continue as a going concern). Except When the Closing Financial Statements (iincluding the notes thereto) are delivered following the date of this Agreement in accordance with Section 5.17, each Closing Financial Statement shall (1) be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as disclosed may be indicated in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"notes thereto), (ii2) for those ----------------------- liabilities that are fully reflected or reserved against on fairly present, in all material respects, the consolidated balance sheet financial position, results of HCI included in its financial statements operations and cash flows of the Group Companies as at the date thereof and for the period ended June 30indicated therein, 1997except as otherwise specifically noted therein, (3) have been audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors and (iii4) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained comply in all material respects in accordance with GAAP and any other the applicable legal and accounting requirements and reflect only actual transactionswith the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X).

Financial Statements; Undisclosed Liabilities. (a) The financial Company has made available to Pathfinder a true and complete copy of (i) the unaudited consolidated balance sheets of the Group Companies as of January 31, 2020 and January 31, 2021 and the related unaudited consolidated statements of Pacesetter Home Care Groupoperations and comprehensive loss, Inc.statements of stockholders’ equity and cash flows of the Group Companies for each of the periods then ended and (ii) the unaudited condensed consolidated balance sheet of the Group Companies as of April 30, HCI's predecessor2021 (the “Latest Balance Sheet”) and the related unaudited condensed consolidated statements of operations and comprehensive loss, statements of stockholders’ equity and cash flows of the Group Companies for the year three-month period then ended December 31(clauses (i) and (ii), 1996 and collectively, the consolidated financial statements of HCI for the period ended June 30, 1997“Financial Statements”), each of which have previously been provided to ALC, have been is attached as Section 2.4(a) of the Company Disclosure Schedules. Each of the Financial Statements (including the notes thereto) (A) was prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto, where applicable), (B) and fairly presentedpresents, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and Group Companies, the consolidated results of the Group Companies operations and comprehensive losses and statements of stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (Group Companies as at the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements date thereof and for the period ended June 30indicated therein, 1997except as otherwise specifically noted therein, and (iiiC) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained comply in all material respects in accordance with GAAP and any other the applicable legal and accounting requirements and reflect only actual transactionswith the rules and regulations of the SEC, the Exchange Act and the Securities Act (including Regulation S-X or Regulation S-K, as applicable) in effect as of the date of this Agreement, at the time of filing of the Registration Statement / Proxy Statement and at the time of effectiveness of the Registration Statement / Proxy Statement.

Financial Statements; Undisclosed Liabilities. (a) The financial --------------------------------------------- Company has previously delivered to Buyer copies of the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of Pacesetter Home Care Groupincome, Inc., HCI's predecessor, changes in shareholders' equity and cash flows for the year ended fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet as of December 31, 1996 and 1997 being referred to as the consolidated financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided "Company Balance Sheet"). The balance sheets referred to ALC, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretoprevious sentence (including the related notes) and present fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) the Company and the Company Subsidiaries as of the dates thereof thereof, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods then ended therein set forth; each of such balance sheets and statements (subject, including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the case of unaudited statements, to normal year-end audit adjustments). Except (inotes thereto) as disclosed and in Section 3.6 of accordance with the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI the Company and its Subsidiaries the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been, and are being, been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsApplicable Law.

Financial Statements; Undisclosed Liabilities. The financial statements Prior to Closing, LDG, the Operating Subsidiary and Holdings will deliver to Buyer true and correct copies of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended (i) an unaudited separate company balance sheet of such Subsidiary at December 31, 1996 2006 (each a “Balance Sheet” and collectively, the “Balance Sheets”), and the consolidated financial related unaudited statements of HCI income, shareholders’ equity and cash flows for the period ended 12 months then ended, including the notes thereto, and (ii) an unaudited separate company balance sheet of such Subsidiary at June 30, 19972007, and the related unaudited statements of income, shareholders’ equity, and cash flows for the six months then ended (collectively, the “Financial Information”). All of the Financial Information, when delivered, will be true and complete and will fairly present in all material respects the assets, liabilities, financial condition and results of operations of each of which have previously been provided to ALCSubsidiary at such dates and for such periods, have been prepared all in accordance with U.S. or Brazil (as the case may be) generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) consistently applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes theretoset forth on Section 3(g) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subjectSeller Disclosure Schedule and, in the case of unaudited interim statements, which do not contain footnotes and are subject to normal year-end audit adjustments). Except No Subsidiary has any liabilities, obligations or contingencies (whether absolute, accrued or contingent) (each a “Liability” and collectively, “Liabilities”) of a type described in clauses (x), (y) or (z) of Section 12(a) hereof, and, to each Subsidiary’s knowledge, no such Subsidiary has any other Liabilities, except in each case (i) Liabilities that are accrued or reserved against in its most recent balance sheet or as disclosed otherwise indicated or reflected in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), notes thereto; (ii) for those ----------------------- liabilities that are fully reflected or additional Liabilities reserved against on since the consolidated date of such balance sheet of HCI included in its financial statements for (the period ended June 30, 1997, and (iii“Balance Sheet Date”) for liabilities incurred that have arisen in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent and are accrued or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect reserved against on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI such Subsidiary; (iii) additional Liabilities that are expressly provided for in any Contracts that are not required to be reflected in such Subsidiary’s financial statements under U.S. or Brazil (as the case may be) generally accepted accounting principles; and its Subsidiaries have been, (iv) other potential or actual Liabilities directly or indirectly related to or resulting from the issues and are being, maintained matters listed in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsSection 3(g) of the Seller Disclosure Schedule.

Financial Statements; Undisclosed Liabilities. The financial (a) --------------------------------------------- Buyer has previously delivered to Seller copies of (i) the audited consolidated balance sheets of Buyer as of June 30th for the fiscal years 1996 and 1997, and the related audited statements of Pacesetter Home Care Groupincome, Inc., HCI's predecessor, changes in shareholders' equity and cash flows for the year ended December 31fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of Deloitte & Touche LLP, independent public accountants with respect to Buyer, and (ii) the unaudited interim consolidated financial statements balance sheet and related statement of HCI income, changes in shareholders' equity and cash flows of Buyer at or for the period ended ending September 30, 1997 (collectively, the balance sheets and statements referred to above being referred to as the "Buyer Financial Statements", and the audited balance sheet as of June 30, 1997, each of which have previously been provided 1997 being referred to ALC, have been prepared in accordance with generally accepted accounting principles (as the "GAAPBuyer Balance Sheet") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated ). The balance sheets referred to in the notes theretoprevious sentence (including the related notes, where applicable) and present fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) Buyer and the Buyer Subsidiaries as of the dates thereof thereof, and the other financial statements referred to in this Section 5.4(a) present fairly (except for (i) the omission of notes to unaudited statements and (ii) year-end adjustments to interim results normal in nature and amount) the consolidated results of operations and cash flows of Buyer and the Buyer Subsidiaries for the respective fiscal periods then ended therein set forth; each of such balance sheets and statements (subjectincluding the related notes, where applicable) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes, where applicable) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the case of unaudited statements, to normal year-end audit adjustments). Except (inotes thereto) as disclosed and in Section 3.6 of accordance with the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI Buyer and its Subsidiaries the Buyer Subsidiaries, which books and records are complete and accurate in all material respects and have been, and are being, been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsApplicable Law.

Financial Statements; Undisclosed Liabilities. (a) The financial statements Company has previously made available to Parent (i) the audited consolidated balance sheets of Pacesetter Home Care Group, Inc., HCI's predecessor, the Company and the Company Subsidiaries for the year fiscal years ended December 31, 1996 2017, December 31, 2018 and December 31, 2019, and the audited consolidated financial statements of HCI income, stockholders' equity and cash flows of the Company and the Company Subsidiaries for the period ended fiscal years then ended, including footnotes thereto (collectively, the "Financial Statements") and (ii) the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of June 30, 1997, each of which have previously been provided to ALC, have been prepared in accordance with generally accepted accounting principles 2020 (the "GAAPBase Balance Sheet") (except that and the unaudited interim consolidated statements exclude ---- footnotesof income, stockholders' equity and cash flows of the Company and the Company Subsidiaries for the first, second and third fiscal quarters and year-to-date period then ended during 2018, 2019 and during 2020 through June 30, 2020, including footnotes thereto (collectively, the "Unaudited Interim Financial Statements"). Each of the Financial Statements and the Unaudited Interim Financial Statements (i) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presentedpresents fairly, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or its predecessor) the Company and the Company Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows of the Company and the Company Subsidiaries for the periods then ended ended, (subjectii) has been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved (except, in the case of unaudited statementsUnaudited Interim Financial Statements, as to normal year-end audit adjustments). Except (i) as disclosed and recurring adjustments that were not or are not expected to be in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"a material amount), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in is derived from the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI the Company and its the Company Subsidiaries have been, and (iv) are being, maintained in all material respects a form sufficient to comply with Rule 3-05 of Regulation S-X under the Securities Act. The Company and each of the Company Subsidiaries maintains a standard system of accounting established and administered in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsGAAP.

Financial Statements; Undisclosed Liabilities. The (a) Copies of Company’s (i) financial statements consisting of Pacesetter Home Care Groupthe balance sheet of Company as of December 31 in each of the years 2022 and 2021 and the related statements of operations, Inc.members’ or stockholders’, HCI's predecessoras applicable, equity for the year years then ended December (the “Annual Financial Statements”), and (ii) financial statements consisting of the balance sheet Company (the “Balance Sheet”) as of October 31, 1996 2023 (the “Balance Sheet Date”) and the consolidated financial related statements of HCI operations, members’ or stockholders’, as applicable, equity for the ten month period then ended June 30showing revenues and expenses of the Business (the “Interim Financial Statements” and together with the Annual Financial Statements, 1997, each of which the “Financial Statements”) have previously been provided delivered and/or made available to ALC, Purchaser. The Financial Statements (i) have been prepared in accordance consistent with generally accepted accounting principles ("GAAP") (except that past practices, based on the unaudited statements exclude ---- footnotes) applied on a consistent basis during books and records of the periods involved (except as may be indicated in Company, the notes thereto) Business and Purchased Assets and fairly presented, in accordance with the applicable requirements of GAAPpresent, the consolidated financial position condition of HCI (or its predecessor) Company, the Business and Purchased Assets as of the respective dates thereof and the consolidated results of the operations of Company and cash flows the Business for the periods then ended (indicated, in each case in accordance with GAAP, subject, in the case of unaudited statementsInterim Financial Statements, to normal recurring year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith adjustments (the "HCI Disclosure Schedule")effect of which will not, individually or in the aggregate, be material) and the absence of notes, (ii) contain and reflect all adjustments, accruals (including, without limitation, accruals for those ----------------------- liabilities that are fully reflected or reserved against on incentive-based compensation), provisions and allowances necessary for a fair presentation of the consolidated balance sheet financial condition and the results of HCI included in its financial statements operations of the Company and the Business for the period ended June 30periods covered by such Financial Statement in accordance with GAAP, 1997(iii) to the extent applicable contains and reflects adequate provisions for all reasonably anticipated Liabilities for all Taxes with respect to the periods covered by such Financial Statement and all prior periods in accordance with GAAP, and (iiiiv) for liabilities reflects the consistent application of GAAP throughout the periods covered. Except as set forth on Schedule 4.6(a), neither the Company nor the Seller on behalf of the Business and the Purchased Assets, have any material Liabilities of a type required to be reflected or disclosed on a balance sheet prepared in accordance with GAAP, other than (i) those reflected on the Balance Sheet as of the Balance Sheet Date, (ii) those which have been incurred in the ordinary course of business consistent with past practice since June 30the Balance Sheet Date (none of which is a Liability for breach of contract, 1997breach of warranty, neither HCI nor any tort, infringement, violation of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent Law or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has hadLegal Proceeding), or would reasonably be expected to have(iii) those under (A) Contracts described on Schedule 4.11, or (B) under Contracts entered into in the ordinary course of business (none of which under (A) or (B) is a Material Adverse Effect Liability resulting from noncompliance with any Contract, or any breach of contract or breach of warranty). The reserves reflected in the Financial Statements are adequate, appropriate and reasonable and have been calculated in a consistent matter. Except as set forth on HCI. On September 30, 1997Schedule 4.6(a), the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries the Company have been, and are being, been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and properly reflect only actual transactionsall of the transactions entered into by the Company.

Financial Statements; Undisclosed Liabilities. (a) The financial statements Company has made available to CPUH true and complete copies of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1996 2020 and December 31, 2021 and the related audited consolidated financial statements of HCI operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ deficit and cash flows of the Company and its Subsidiaries for each of the years then ended (collectively, the “Audited Company Financial Statements”), and the unaudited, draft consolidated balance sheet of the Company as of September 30, 2022 and the related unaudited consolidated statement of operations of the Company and its Subsidiaries for the period then ended June 30(the “Unaudited Company Financial Statements” and, 1997together with the Audited Company Financial Statements, each of which have previously been provided the “Company Financial Statements”). The Company Financial Statements (including the notes thereto) and, when delivered pursuant to ALCSection 5.7, have been the Additional Company Financial Statements and any pro forma financial statements, (i) were prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto), (ii) fairly present, in all material respects, as applicable, the financial position, results of operations, cash flows and fairly presentedchanges in stockholders’ equity of the Company and its Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) in the case of the Audited Company Financial Statements and the Additional Company Financial Statements, when delivered pursuant to Section 5.7 only, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements of GAAPthe AICPA and with the rules and regulations of the SEC, the consolidated financial position of HCI (or its predecessor) Exchange Act and the Securities Act in effect as of the dates thereof date hereof (including Regulation S-X or Regulation S-K, as applicable); provided that, the Unaudited Company Financial Statements do not include all of the notes or the information contained in such notes as required by GAAP for complete financial statements and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, are subject to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements; Undisclosed Liabilities. The (a) Attached as Schedule 6.6(a) are true, correct and complete copies of the following financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended Company (the “Financial Statements”): (i) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1996 2012 and 2013 and the related audited consolidated financial statements of HCI income, stockholders equity and cash flows for the period ended June years then ended, together with all related footnotes and schedules thereto, and (ii) the unaudited condensed consolidated balance sheet of the Company and its Subsidiaries as of September 30, 19972014 and the related unaudited condensed consolidated statements of income, each stockholders equity and cash flows for the nine months then ended (the “Reference Balance Sheet,” and the date of which have previously been provided such balance sheet being referred to ALC, herein as the “Reference Balance Sheet Date”). The Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles ("“GAAP") (except that the unaudited statements exclude ---- footnotes”) applied on a consistent basis during throughout the periods involved (except as may be indicated covered thereby, fairly present in all material respects the notes thereto) and fairly presentedfinancial condition, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates thereof and for the periods then ended (subjectreferred to therein and, in as applicable, are consistent with the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 books and records of the disclosure schedule of HCI delivered Company and its Subsidiaries; provided, however, that the Financial Statements referred to ALC concurrently herewith (the "HCI Disclosure Schedule"), in clauses (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred above (A) do not include the footnotes required by GAAP, and (B) are subject to normal recurring year-end adjustments which, to the Company’s knowledge and without giving effect to the Merger and the other transactions contemplated hereby, are not expected to be, individually or in the ordinary course of business consistent with past practice since June 30aggregate, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsmaterial.

Financial Statements; Undisclosed Liabilities. The financial statements (a) Medley has provided to Buyer accurate and complete copies of Pacesetter Home Care Groupthe Acquired Companies’ (i) consolidated unaudited balance sheet as of June 30, Inc.2020, HCI's predecessor, consolidated income statement for the year ended December 31, 1996 and the consolidated financial statements of HCI for the nine-month period ended June 30, 19972020, and schedule of investments as of June 30, 2020 (the “ Interim Financial Statements ”) and (ii) schedule of investments and consolidated audited balance sheet as of and income statement for the fiscal year ended September 30, 2019. Except as set forth in Section 4.5 of the Seller Disclosure Schedule, each of which have previously been provided to ALCthe foregoing financial statements (including in all cases the notes thereto, if any) (collectively, the “ Financial Statements ”) (i) have been prepared in accordance with generally accepted accounting principles the books and records of the Acquired Companies ("GAAP"which are accurate and complete in all material respects), (ii) (except that fairly present in all material respects the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated Acquired Companies’ consolidated results of operations, cash flows, changes in the notes thereto) members’ equity and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (the Acquired Companies for the respective fiscal periods or its predecessor) as of the respective dates thereof and the consolidated results of operations and cash flows for the periods then ended therein set forth (subject, subject in the case of unaudited statements, statements to normal recurring year-end audit adjustmentsadjustments normal in nature and amount). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) have been prepared in accordance with GAAP. The Acquired Companies maintain, and have maintained for liabilities incurred all periods reflected in the ordinary course of business consistent with past practice since June 30Financial Statements, 1997, neither HCI nor any proper and adequate internal accounting controls that provide assurance that (x) transactions are recorded as necessary to permit accurate preparation of its Subsidiaries Financial Statements and to maintain accurate accountability for its assets; (y) the reporting of its assets is compared with existing assets at regular intervals; and (z) accounts, notes and other receivables and payables are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. None of the Sellers, Acquired Companies or to Medley’s Knowledge, any Representative of an Acquired Company has incurred any liability received or otherwise had or obtained knowledge of any nature whatsoever material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of an Acquired Company or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that an Acquired Company has engaged in questionable accounting or auditing practices. No independent public accountant of a Seller or an Acquired Company has resigned (or informed such party that it intends to resign) or been dismissed as independent public accountants of a Seller or an Acquired Company as a result of or in connection with any disagreements with either Seller or an Acquired Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) No Acquired Company has any Liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for (i) that, either alone those Liabilities reflected or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects reserved against (in accordance with GAAP GAAP) in the Interim Financial Statements, (ii) Liabilities incurred in a commercially reasonable manner, and in the ordinary course of business consistent with past practice, since the date of the Interim Financial Statements, which are not, individually or in the aggregate, in excess of $250,000, none of which results from, arises out of, or relates to any breach or violation of, or default under, a Contract or Applicable Law and (iii) those funding obligations set forth in Section 4.9(a) of the Seller Disclosure Schedule. Notwithstanding the foregoing, no Acquired Company (i) has any Liability to any Person with respect to any management fee or other applicable legal accrued expense; (ii) is a party to any Contract that will be in effect immediately following the Closing, other than the Company Loan Documents, the Equity Governing Documents, and accounting requirements and reflect only actual transactions.the Transaction Documents to which the Company is a party; 13

Financial Statements; Undisclosed Liabilities. The financial SCHEDULE 3.09 contains true and complete copies of (i) the audited balance sheets and related statements of Pacesetter Home Care Group, Inc., HCI's predecessor, operations and retained earnings and of cash flows for Orion and its consolidated Subsidiaries for the year years ended December 31, 1995 and December 31, 1996 (the "Annual Statements"), (ii) the pro forma balance sheets for Orion and its consolidated Subsidiaries as at December 31, 1996 and March 31, 1997 (which March 31, 1997 balance sheet shall be delivered on or before May 8, 1997), adjusted to reflect distribution of the consolidated financial capital stock of Landmark to Seller as if it had occurred on the date thereof (the "Pro Forma Statements") and (iii) the balance sheets and related statements of HCI operations for the period three month periods ended June 30March 31, 19971996 and March 31, each 1997 which shall be delivered on or before May 8, 1997 (collectively, the "Interim Statements" and, together with the Annual Statements and the Pro Forma Statements, the "Financial Statements"). The December 31, 1996 balance sheet referred to in clause (i) above is referred to herein as the "1996 Balance Sheet." Each of which have previously been provided to ALC, have the Financial Statements has been prepared based on the books and records of Orion and its Subsidiaries in accordance with generally accepted GAAP and their normal accounting principles ("GAAP") (except that practices, consistent with past practice and with each other, and present fairly the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presentedfinancial condition, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows of Orion and its Subsidiaries as of the dates indicated or for the periods then ended (subjectindicated, subject in the case of unaudited statements, the Interim Statements to normal year-end audit adjustments), which adjustments in the aggregate are not material. The adjustments made to the balance sheet included in the Annual Statements and Interim Statements in the preparation of the Pro Forma Statements were reasonable in all material respects. Except as set forth on SCHEDULE 3.09, there are no Liabilities of any Entertainment Company other than: (i) any Liability accrued as disclosed in Section 3.6 of a Liability on the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), 1996 Balance Sheet; (ii) for those ----------------------- liabilities that are fully reflected or reserved against on Liabilities specifically disclosed and identified as such in the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and schedules to this Agreement; (iii) for liabilities Liabilities incurred since the date of the 1996 Balance Sheet that do not, and will not, individually or in the aggregate, have a Material Adverse Effect; and (iv) Liabilities incurred since the date of the 1996 Balance Sheet that have been incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor of any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsEntertainment Companies.

Financial Statements; Undisclosed Liabilities. (i) The financial audited consolidated balance sheets and related audited statements of Pacesetter Home Care Groupconsolidated income, Inc., HCI's predecessor, cash flow and stockholders' equity of LiQ as at and for the fiscal year of LiQ ended December January 31, 1996 2000, (ii) the unaudited consolidated balance sheet and the related unaudited consolidated financial statements of HCI income, cash flow and stockholders' equity of LiQ, as at and for the period three months ended June April 30, 19972000, each of which have previously been provided to ALC, have been prepared in accordance together with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and , present fairly presented, in accordance with all material respects the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the LiQ at such dates thereof and the consolidated results of its operations and its cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997ended, and (iii) for the consolidated balance sheet (the "BALANCE SHEET") of LiQ at January 31, 2000 ("the BALANCE SHEET DATE") reflected all material liabilities and obligations of LiQ, whether accrued, contingent or otherwise, as of the date thereof, in each case, to the extent required by United States generally accepted accounting principles, consistently applied ("GAAP"). Except as disclosed in Section 3.2(d) of the LiQ Disclosure Schedule, LiQ does not have any liabilities, whether or not of a kind required by GAAP to be set forth on a financial statement, other than (a) liabilities incurred since January 31, 2000 in the ordinary course of business consistent with past practice since June 30(none of which is a liability for breach of contract, 1997breach of warranty, neither HCI nor any tort, infringement, claim or lawsuit) and fully reflected as liabilities on the books and records of its Subsidiaries has incurred any liability of any nature whatsoever LiQ, (whether absolute, accrued, contingent b) liabilities disclosed and reflected as liabilities on the financial statements or otherwise and whether due or to become due(c) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or which would not reasonably be expected likely to have, have a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.LiQ.

Financial Statements; Undisclosed Liabilities. The financial Schedule 3.09 contains true and complete copies of (i) the audited balance sheets and related statements of Pacesetter Home Care Group, Inc., HCI's predecessor, operations and retained earnings and of cash flows for Orion and its consolidated Subsidiaries for the year years ended December 31, 1995 and December 31, 1996 (the "Annual Statements"), (ii) the pro forma balance sheets for Orion and its consolidated Subsidiaries as at December 31, 1996 and March 31, 1997 (which March 31, 1997 balance sheet shall be delivered on or before May 8, 1997), adjusted to reflect distribution of the consolidated financial capital stock of Landmark to Seller as if it had occurred on the date thereof (the "Pro Forma Statements") and (iii) the balance sheets and related statements of HCI operations for the period three month periods ended June 30March 31, 19971996 and March 31, each 1997 which shall be delivered on or before May 8, 1997 (collectively, the "Interim Statements" and, together with the Annual Statements and the Pro Forma Statements, the "Financial Statements"). The December 31, 1996 balance sheet referred to in clause (i) above is referred to herein as the "1996 Balance Sheet." Each of which have previously been provided to ALC, have the Financial Statements has been prepared based on the books and records of Orion and its Subsidiaries in accordance with generally accepted GAAP and their normal accounting principles ("GAAP") (except that practices, consistent with past practice and with each other, and present fairly the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presentedfinancial condition, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows of Orion and its Subsidiaries as of the dates indicated or for the periods then ended (subjectindicated, subject in the case of unaudited statements, the Interim Statements to normal year-end audit adjustments), which adjustments in the aggregate are not material. The adjustments made to the balance sheet included in the Annual Statements and Interim Statements in the preparation of the Pro Forma Statements were reasonable in all material respects. Except as set forth on Schedule 3.09, there are no Liabilities of any Entertainment Company other than: (i) any Liability accrued as disclosed in Section 3.6 of a Liability on the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), 1996 Balance Sheet; (ii) for those ----------------------- liabilities that are fully reflected or reserved against on Liabilities specifically disclosed and identified as such in the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and schedules to this Agreement; (iii) for liabilities Liabilities incurred since the date of the 1996 Balance Sheet that do not, and will not, individually or in the aggregate, have a Material Adverse Effect; and (iv) Liabilities incurred since the date of the 1996 Balance Sheet that have been incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor of any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsEntertainment Companies.

Financial Statements; Undisclosed Liabilities. The financial Section 4.07 of the Seller Disclosure Schedule sets forth (a) the audited consolidated balance sheets of the Company as of June 30, 2011 (the “Balance Sheet”) and June 30, 2010, and the related audited consolidated statements of Pacesetter Home Care Group, Inc., HCI's predecessor, operations and audited consolidated statements of cash flows of the Company for the year ended December 31, 1996 and the consolidated financial statements of HCI for the period years ended June 30, 19972011 and June 30, 2010, together with the notes to such financial statements, and (b) the unaudited balance sheet trial balance of the Company as of June 30, 2012 (the “Reference Balance Sheet”), and the unaudited statement of profit and loss trial balance of the Company for the twelve months ended June 30, 2012, together with the notes to such financial statements (the financial statements described in clauses (a) and (b) above, together with the notes to such financial statements, collectively, the “Financial Statements”). The Financial Statements have been prepared in conformity with the Seller Accounting Policies consistently applied (except in each of which case as described in the notes thereto), but have previously been provided to ALC, have not been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, and do not include allocations for corporate overhead or other costs or inter-company revenue items, and taking into account all of the foregoing qualifications, on that basis present in all material respects the consolidated financial position condition and results of HCI (or its predecessor) operations of the Company as of the respective dates thereof and the consolidated results of operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)indicated. Except (i) as disclosed in Section 3.6 of for matters, and only to the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")extent, (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997Financial Statements, neither HCI the Company nor any of its the Company Subsidiaries has incurred any liability of any nature whatsoever liabilities (whether absolute, accrued, contingent contingent, fixed or otherwise and whether due or otherwise) of any nature that would be required under GAAP, as in effect on the date of this Agreement, to become duebe reflected on a consolidated balance sheet of the Company (including the notes thereto), except liabilities that (A) that, either alone or when combined with all other liabilities were incurred since June 30, 19972011 in the ordinary course of business, has had(B) are incurred in connection with the transactions contemplated by this Agreement or (C) would not, individually or would in the aggregate, reasonably be expected to have, have a Material Adverse Effect on HCIEffect. On September 30, 1997As of the Closing Date, the Company and the Company Subsidiaries will have no outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsIndebtedness.

Financial Statements; Undisclosed Liabilities. The Borrower has furnished or caused to be furnished to the Administrative Agent as of the ClosingRestatement Effective Date, the financial statements of Pacesetter Home Care Groupdescribed in Section 3.1(a)(ix), Inc., HCI's predecessor, for the year ended December 31, 1996 and the consolidated financial statements of HCI for the period ended June 30, 1997, each all of which have previously been provided to ALC, (other than Projections) have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated GAAP and present fairly in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, all material respects the consolidated financial position of HCI the Borrower on and as at such dates and the results of operations for the periods then ended (or its predecessor) as subject to normal year-end and audit adjustments and the absence of footnotes and supplementing information). The consolidated financial statements of the Borrower and its Restricted Subsidiaries furnished to the Administrative Agent and the Lenders subsequent to the ClosingRestatement Effective Date under Sections 6.1 and 6.2 have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial position of the Borrower and its Restricted Subsidiaries on and as at such dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal year-end and audit adjustmentsadjustments and the absence of footnotes and supplementing information). Except (i) None of the Borrower nor any of its Restricted Subsidiaries has any Indebtedness or other material obligations or liabilities, contingent or otherwise, in each case that would be required to be disclosed on such financial statements in accordance with GAAP on the date of the most recent financial statements referred to in the preceding sentence other than as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")most recent financial statements, (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred arising in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has hadbusiness, or would reasonably be expected as set forth or referred to havein this Agreement, a Material Adverse Effect on HCI. On September 30subject, 1997in the case of unaudited financial statements, to normal year-end and audit adjustments and the outstanding indebtedness absence of HCI footnotes and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionssupplementing information.

Financial Statements; Undisclosed Liabilities. The financial statements Buyer has been provided copies of Pacesetter Home Care Group, Inc., HCI's predecessor, the audited consolidated balance sheet of Parent as of and for the period ended April 1, 2005 (the “Audited Balance Sheet”) and the statement of operations and cash flow for the fiscal year ended December 31April 1, 1996 2005, including the accompanying notes (collectively, the “Audited Financial Statements”), and the unaudited consolidated financial statements of HCI Parent as of and for the eight (8) month period ended June November 30, 1997, each of which have previously been provided to ALC, 2005 (the “Interim Financial Statements”). The Audited Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) , consistently applied, and fairly presentedpresent fairly, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or its predecessor) the Acquired Companies as of the dates thereof indicated and the consolidated results of operations and cash flows for the periods then ended (subjectended. The Interim Financial Statements have been prepared in accordance with GAAP, consistently applied, and present fairly, in all material respects, the consolidated financial position of the Acquired Companies as of the date indicated and the results of operations for the period then ended, subject in each case to (a) the policies and procedures described in Section 4.5(a) of unaudited statementsthe Disclosure Letter, (b) normal year end adjustments, and (c) the absence of disclosures normally made in footnotes. The balance sheet as of November 30, 2005, which is included in the Interim Financial Statements is herein referred to normal year-end audit adjustments). as the “Acquisition Balance Sheet.” Except as set forth in Section 4.5(b) of the Disclosure Letter, no Acquired Company has any indebtedness, liabilities or obligations of any kind other than those (i) as disclosed in Section 3.6 of to the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully extent reflected on or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30Acquisition Balance Sheet, 1997, and (iiiii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30the date of such balance sheet, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or iii) that are immaterial to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has hadthe Acquired Companies taken as a whole, or would reasonably (iv) liabilities or obligations under Contracts or Plans to be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, incurred in the outstanding indebtedness ordinary course of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects business consistent with past practice in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionssuch Contracts or Plans.

Financial Statements; Undisclosed Liabilities. The financial GETS or EHS has previously furnished to Pegasus, and Exhibit 2.7 includes, true, correct and complete copies of the audited balance sheets of EHS as of December 31, 1999 and December 31, 1998, and the related statements of Pacesetter Home Care Groupoperations, Inc., HCI's predecessor, Members' equity and cash flows for the year two (2) fiscal years ended December 31, 1996 1999 and December 31, 1998 as audited by EHS's certified public accountants, together with GETS's unaudited balance sheet and the consolidated related statements of operations, Members' equity and cash flows for the nine-month period ended September 30, 2000 ("Balance Sheet Date"), (collectively, the "Financial Statements"). The Financial Statements (i) are consistent with the books and records and accounting methods of EHS and/or GETS and are complete and accurate in all material respects, (ii) to the best of Rivadalla's knowledge with respect to the EHS financial statements fairly present the financial position and results of HCI operations of GETS as of the dates and for the period ended June 30, 1997, each periods indicated and (iii) to the best of which have previously been provided Rivadalla's knowledge with respect to ALC, the EHS financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) consistently applied on a consistent basis during throughout the periods involved (involved, except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, absence of footnotes and year-end adjustments in the case of the unaudited statementsFinancial Statements, none of which is expected to be material in amount or significance and information regarding such adjustments is included in Exhibit 2.7. Except as set forth in the Financial Statements or otherwise set forth on Exhibit 2.7, to normal year-end audit adjustments). Except the best of Rivadalla's knowledge GETS does not have any material liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or other (whether or not required to be reflected in financial statements in accordance with GAAP) which (i) as disclosed have not been reflected in Section 3.6 of or reserved against in the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")Financial Statements, or (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred have not arisen in the ordinary course of business consistent with past practice practices since June 30the Balance Sheet Date. GETS and GETS Affiliates do not have any outstanding loans to their respective officers, 1997directors or employees, neither HCI nor any except for liabilities in respect of its Subsidiaries has reimbursable expenses incurred any liability in the ordinary course of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did business which do not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions5,000.00.

Financial Statements; Undisclosed Liabilities. The financial (a) Drever, AOFII or AOF, as appropriate, has delivered to Walden true, correct xxx xxmplete copies of the audited balance sheets and related statements of Pacesetter Home Care Groupincome, Inc., HCI's predecessor, partners' capital and cash flows for each of the years in the three-year period ended December 31, 1996 for each of Apartment Opportunity Fund, L.P. and Apartment Opportunity Fund II, L.P. and the consolidated unaudited balance sheets and related statements of income, partners' capital and cash flows for each of the years in the three-year period ended December 31, 1996 for each of the other Partnerships. Such audited financial statements, and any notes thereto, fairly present the financial condition and results of operations, partners' capital and cash flows of the applicable Partnership as at the respective dates and for the periods referred to in such financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALC, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) consistently applied on a consistent basis during through the periods involved (involved, except as may be indicated disclosed in the report accompanying or in the notes thereto) to such audited financial statements. The unaudited financial statements were prepared from the books and fairly presented, records of the applicable Partnership in accordance with procedures and policies consistently applied throughout the applicable requirements periods involved. (b) The unaudited balance sheet of GAAPeach Partnership, as of March 31, 1997 (collectively, the consolidated financial position of HCI (or its predecessor) as of the dates thereof "Interim Balance Sheets"), and the consolidated results related statements of operations income, partners' capital and cash flows for the periods period then ended (subjectare attached hereto as Schedule 4.4(b) and were prepared from the books and records of such Partnership in accordance with procedures and policies consistently applied throughout the periods involved. At the date hereof, in the case there are no material debts, liabilities or obligations of unaudited statementsany nature of any Partnership, to normal year-end audit adjustments). Except whether absolute, accrued, matured, contingent or otherwise, including, without limitation, any contingent liabilities or losses for unasserted claims which are probable of assertion, except for those (i) as disclosed reflected or reserved against in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")Interim Balance Sheets, (ii) for those ----------------------- liabilities that are fully reflected otherwise set forth on Schedule 4.4(b) hereto, or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any the date of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCIthe Interim Balance Sheets. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.5

Financial Statements; Undisclosed Liabilities. The Section 3.01(e) of the Company Disclosure Letter sets forth the audited consolidated balance sheet of the Company, and the related consolidated statements of operations and cash flows, as of November 1, 2014 and November 2, 2013, together with the notes to such financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for (the year ended December 31, 1996 and the consolidated financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALC, “Financial Statements”). The Financial Statements have been prepared in accordance conformity with generally accepted accounting principles ("GAAP") GAAP consistently applied (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except in each case as may be indicated described in the notes thereto) and fairly presentedpresent in all material respects the financial position, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates thereof and for the respective periods then ended indicated therein except as otherwise noted therein (subject, in except that the case of unaudited statements, statements may not contain footnotes and are subject to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of Neither the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI Company nor any of its Subsidiaries has incurred any liability of any nature whatsoever liabilities (whether absolute, accrued, contingent contingent, fixed or otherwise and whether due otherwise) of any nature that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company, except for (A) matters reflected or reserved against in the Financial Statements, subject to become duenormal year-end adjustments, (B) that, either alone or when combined with all other liabilities incurred since June 30November 1, 19972014 in the ordinary course of business, has had(C) liabilities incurred in connection with the transactions contemplated by this Agreement, including the negotiations relating thereto, (D) liabilities incurred in connection with (1) the proxy contest with respect to the Company’s 2015 annual meeting of stockholders held on February 19, 2015, (2) Steel Partners Holdings, L.P. v, Xxxxxx X. Xxxxxxx, Xxxx X. Xxxx, XX. Xxxxx Xxxxxxx, Xxxxx X. Xxxxxxxx and JPS Industries, Inc., C.A. No. 10583-VCG (including indemnification and advancement of expenses by the Company with respect to Company directors and officers), (3) Xxxxxx X. Xxxxxxx and Xxxx X. Xxxx v. Xxxx X. Xxxxxx and Xxxx X. Xxxxxx, C.A. No. 10431-VCG (including indemnification and advancement of expenses by the Company with respect to Company directors), (4) the tender offer by Parent, H&H Acquisition Sub, H&H Group or any of their respective Affiliates with respect to the Company (the “Tender Offer”), or (5) the appointment of an independent fiduciary with respect to the Company’s retirement pension plan, and (E) liabilities that would not, individually or in the aggregate, reasonably be expected to have, have a Material Adverse Effect on HCIEffect. On September 30This Section 3.01(e) does not relate to labor and employment matters, 1997which are the subject of Section 3.01(k), employee benefit matters, which are the outstanding indebtedness subject of HCI and its Subsidiaries did not exceed $5.7 million. The books and records Section 3.01(l), taxes, which are the subject of HCI and its Subsidiaries have beenSection 3.01(m) or environmental matters, and Hazardous Materials or other environmental matters, which are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsthe subject of Section 3.01(p).

Financial Statements; Undisclosed Liabilities. The financial statements MKID has previously delivered to Scoop copies of Pacesetter Home Care Group, Inc., HCI's predecessor, (a) the audited consolidated balance sheets of MKID as of and for the year fiscal years ended December 31, 1996 and 1997 (collectively, the consolidated "MKID Balance Sheets") and the related audited statements of income, changes in shareholders' equity and cash flows, in each case accompanied by the audit report of Coopers & Xxxxxxx LLP independent public accountants with respect to MKID. Each of the balance sheets referred to in the previous sentence (including the related notes, where applicable) present fairly, in all material respects, the financial position of MKID as of the dates thereof, and the other financial statements referred to in the preceding sentence present fairly the results of HCI MKID's operations and its cash flows for the period ended June 30respective periods therein set forth. Each of such financial statements (including the related notes, 1997, each of which have previously where applicable) has been provided conformed to ALC, have been prepared be in accordance with United States generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance are consistent with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof MKID's books and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)records. Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI MKID for the fiscal year ended December 31, 1997 included in its financial statements for the period ended June 30, 1997MKID Balance Sheets, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30December 31, 1997, neither HCI nor any of its Subsidiaries MKID has not incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997similar liabilities, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsMKID.

Financial Statements; Undisclosed Liabilities. (a) The financial statements Company has delivered to Parent true, correct and complete copies of Pacesetter Home Care Group, Inc., HCI's predecessor, for (i) the year ended December 31, 1996 audited consolidated balance sheets of Behavioral Holding Corp. and the consolidated financial statements its subsidiaries as of HCI for the period ended June 30, 19972008, each 2009 and 2010 and the related statements of which have previously been provided operations, stockholders’ equity and cash flows for the fiscal years then ended, together with the appropriate notes to ALC, have been prepared in accordance with generally accepted accounting principles such financial statements and the report thereon of PricewaterhouseCoopers LLP and ("GAAP"ii) (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during consolidated balance sheet of Behavioral Holding Corp. and its Subsidiaries as of November 30, 2010 (the periods involved (except as may be indicated in “Balance Sheet” and the notes theretodate of the Balance Sheet, the “Balance Sheet Date”) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results related statements of operations and cash flows for the periods five (5) months then ended (collectively, the “Financial Statements”). Except as set forth therein or in the notes thereto, such balance sheets and statements of income and cash flow, have been prepared in conformity with GAAP consistently applied, and fairly present in all material respects the consolidated financial position and results of operations and cash flow of Behavioral Holding Corp. and its subsidiaries as of their respective dates and for the respective periods covered thereby, subject, in the case of the Balance Sheet and the related unaudited statementsstatements of income and cash flows, to normal year-customary year end and audit adjustments)adjustments of a normal, recurring type and the absence of footnote disclosure. Except (i) as disclosed in Section 3.6 The Financial Statements have been derived from the accounting records of the disclosure schedule Behavioral Holding Corp. and its subsidiaries, represent only bona fide transactions and reflect the consistent application of HCI delivered such accounting principles throughout the periods involved. No financial statements of any Person other than Behavioral Holding Corp. and the other Subsidiaries are required by GAAP to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI be included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsFinancial Statements.

Financial Statements; Undisclosed Liabilities. The (a) Attached as Schedule 5.3 hereto are the following financial statements of Pacesetter Home Care Groupthe Company and its Subsidiaries (the “Financial Statements”): (i) the audited consolidated balance sheets of the Company as of December 31, Inc.2002 and 2003, HCI's predecessorand the related audited consolidated statements of income, stockholders’ equity and cash flows for the years then ended, together with all related footnotes and Schedules thereto and the auditor’s report, (ii) the unaudited consolidated balance sheets of the Company as of December 31, 2004, and the related unaudited consolidated statements of income, stockholders’ equity and cash flows for the year then ended December (the “2004 Financial Statements”), (iii) the unaudited consolidated balance sheet of the Company as of August 31, 1996 2005 and (iv) the unaudited interim consolidated balance sheet of the Company as of August 31, 2005 (the “Reference Balance Sheet,” the date of such balance sheet the “Reference Balance Sheet Date”) and a consolidated statement of operations, changes in stockholders’ equity and changes in cash flows for the eight months ended on the Reference Balance Sheet Date (the “Interim Financial Statements”). The Interim Financial Statements have been reviewed by Pxxxxxx Xxxxx and Associates and the consolidated financial statements Company has delivered to the Buyer a copy of HCI the compilation report resulting therefrom which has been prepared in accordance with Statements on Standards for Accounting and Review Services issued by the period ended June 30, 1997, each American Institute of which have previously been provided to ALC, Certified Public Accountants. The Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) and covered thereby, fairly presented, in accordance with the applicable requirements of GAAP, present the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated condition, results of operations and cash flows of the Company and its Subsidiaries as of the respective dates thereof and for the periods then ended (subject, in the case of unaudited statements, referred to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that therein and are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI the Company and its subsidiaries; provided, however, that the Financial Statements referred to in clauses (ii), (iii) and (iv) of this Section 5.3(a) are subject to normal recurring year-end adjustments and do not include footnotes. The Company and its Subsidiaries have beenmade available for inspection by the Buyer complete and accurate copies of all books of account relating to the Company and its Subsidiaries, and are being, such books of account have been maintained in all material respects in accordance with GAAP good business and any other applicable legal and accounting requirements and reflect only actual transactionsbookkeeping practices.

Financial Statements; Undisclosed Liabilities. (a) The Company has previously furnished to Purchaser the following financial statements (collectively, the "Financial Statements"): (i) the unaudited consolidated balance sheet as of Pacesetter Home Care GroupSeptember 30, Inc.2015 of Sage Products Holdings III, HCI's predecessorLLC and its Subsidiaries (the "Latest Balance Sheet," and September 30, 2015, the "Reference Date") and the related statements of income and cash flows for the year 9-month period then ended and (ii) the audited consolidated balance sheet as of December 31, 1996 2014 (the "Latest Audited Balance Sheet") and the consolidated financial related statements of HCI income and cash flows for the 12-month period then ended June 30of Sage Products Holdings III, 1997LLC and its Subsidiaries. The Financial Statements (A) are derived from and prepared in accordance with the books and records of Sage Products Holdings III, each of which have previously been provided to ALCLLC and its Subsidiaries, (B) have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, consistently applied, and present fairly in all material respects the consolidated financial position condition and results of HCI operations of Sage Products Holdings III, LLC and its Subsidiaries (or its predecessortaken as whole) as of the times and for the periods referred to therein, subject in the case of the unaudited Financial Statements to (x) the absence of footnote disclosures and other presentation items and (y) changes resulting from normal year-end adjustments that are not material in amount or effect and (C) fairly present in all material respects the consolidated financial condition of Sage Products Holdings III, LLC as of the dates thereof therein indicated and the consolidated results of operations and cash flows of Sage Products Holdings III, LLC for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)therein specified. Except (i) as disclosed in Section 3.6 There are no material assets of the disclosure schedule Company other than the equity interests in Sage Products Holdings III, LLC, cash received in respect of HCI delivered the same, those typical of a holding company (including, but not limited to, prepaid taxes and deferred tax assets) and the assets of Sage Products Holdings III, LLC and its Subsidiaries, and as of the date hereof there are no Liabilities of the Company that would be required to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully be reflected or reserved against on the consolidated an unconsolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects Company prepared in accordance with GAAP GAAP. None of the Company or its Subsidiaries, or their respective officers and independent auditors, have identified or been made aware of any other applicable legal complaint, allegation, deficiency, assertion or claim, whether written or oral, regarding the Financial Statements, or any balance sheets or statements of income and accounting requirements and reflect only actual transactionscash flows prepared after the Latest Balance Sheet.

Financial Statements; Undisclosed Liabilities. The financial Schedule 3.09 contains --------------------------------------------- ------------- true and complete copies of (i) the audited balance sheets and related statements of Pacesetter Home Care Group, Inc., HCI's predecessor, operations and retained earnings and of cash flows for Orion and its consolidated Subsidiaries for the year years ended December 31, 1995 and December 31, 1996 (the "Annual Statements"), (ii) the pro forma balance sheets for Orion and its consolidated Subsidiaries as at December 31, 1996 and March 31, 1997 (which March 31, 1997 balance sheet shall be delivered on or before May 8, 1997), adjusted to reflect distribution of the consolidated financial capital stock of Landmark to Seller as if it had occurred on the date thereof (the "Pro Forma Statements") and (iii) the balance sheets and related statements of HCI operations for the period three month periods ended June 30March 31, 19971996 and March 31, each 1997 which shall be delivered on or before May 8, 1997 (collectively, the "Interim Statements" and, together with the Annual Statements and the Pro Forma Statements, the "Financial Statements"). The December 31, 1996 balance sheet referred to in clause (i) above is referred to herein as the "1996 Balance Sheet." Each of which have previously been provided to ALC, have the Financial Statements has been prepared based on the books and records of Orion and its Subsidiaries in accordance with generally accepted GAAP and their normal accounting principles ("GAAP") (except that practices, consistent with past practice and with each other, and present fairly the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presentedfinancial condition, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows of Orion and its Subsidiaries as of the dates indicated or for the periods then ended (subjectindicated, subject in the case of unaudited statements, the Interim Statements to normal year-end audit adjustments), which adjustments in the aggregate are not material. The adjustments made to the balance sheet included in the Annual Statements and Interim Statements in the preparation of the Pro Forma Statements were reasonable in all material respects. Except as set forth on Schedule 3.09, there are no Liabilities of any ------------- Entertainment Company other than: (i) any Liability accrued as disclosed in Section 3.6 of a Liability on the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), 1996 Balance Sheet; (ii) for those ----------------------- liabilities that are fully reflected or reserved against on Liabilities specifically disclosed and identified as such in the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and schedules to this Agreement; (iii) for liabilities Liabilities incurred since the date of the 1996 Balance Sheet that do not, and will not, individually or in the aggregate, have a Material Adverse Effect; and (iv) Liabilities incurred since the date of the 1996 Balance Sheet that have been incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor of any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsEntertainment Companies.

Financial Statements; Undisclosed Liabilities. The financial books of account and related records of the Company fairly reflect in all material respects the Company’s assets, liabilities and transactions in accordance with GAAP. The (x) balance sheets of the Company as of December 31, 2006 and 2005 and the related statements of Pacesetter Home Care Groupincome and retained earnings and cash flows for the years ended December 31, Inc.2006 and 2005, HCI's predecessoreach of which have been audited by Gocial Gerstein, LLC, (y) balance sheet of the Company as of December 31, 2004 and the related statements of income and retained earnings and cash flows for the year ended December 31, 1996 2004, which have been compiled by Gocial Gerstein, LLC, and (z) the unaudited balance sheet of the Company as of March 31, 2007 (the “Balance Sheet Date”), and the consolidated financial related statements of HCI income and retained earnings and cash flows for the three-month period ended June 30March 31, 1997, each of which have previously been provided to ALC2007 (the “Interim Financial Statements”), have been previously delivered to Buyer and (i) are true and correct in all material respects, (ii) were prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved GAAP (except as may be indicated specifically otherwise noted therein or, in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as case of the dates thereof Interim Financial Statements, except for the absence of footnotes), and (iii) present fairly the consolidated financial position, results of operations and cash flows of the Company as of such dates and for the periods then ended (subject, in the case of accordance with GAAP. The unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30Company as of the Balance Sheet Date is attached hereto as Schedule 3.6.1 (the “Balance Sheet”). The Company does not have any liability or obligation of any nature, 1997whether due or to become due, and absolute, contingent or otherwise, except (iiia) for to the extent reflected as a liability on the Balance Sheet, (b) liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever after the Balance Sheet Date and (whether absolute, accrued, contingent or otherwise and whether due or to become duec) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect disclosed on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsSchedule 3.6.2 attached hereto.

Financial Statements; Undisclosed Liabilities. The financial statements Phillips has previously made available to Duke true, correct and compxxxx xxxies of Pacesetter Home Care Group, Inc., HCI's predecessor, for (i) the year ended audited consolidated balance sheets of PGC and its Subsidiaries as of December 31, 1996 1998 and 1997 and the related audited consolidated financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALC, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations income and cash flows for the periods then ended and (ii) the unaudited proforma combined balance sheet of the PGC Subsidiaries (exclusive of income taxes and with proforma adjustments to eliminate intercompany borrowings) as of September 30, 1999 (the "PGC SEPTEMBER 30 BALANCE SHEET"), a copy of which is attached as Schedule 4.5 of the Phillips Disclosure Schedule, and the related unaudited combined statxxxxx xx income for the nine-month period then ended (together with the PGC September 30 Balance Sheet, the "PGC SEPTEMBER 30 FINANCIAL STATEMENTS"). The financial statements referred to in this Section 4.5 fairly present (except that, in the case of the PGC September 30 Financial Statements, such financial statements are incomplete in that they do not include footnotes and do include proforma adjustments as described above, and subject, in the case of unaudited statementsthe PGC September 30 Financial Statements, to normal year-end recurring audit adjustments, none of which either individually or in the aggregate is material) the results of the consolidated (or combined) operations and consolidated (or combined) financial positions of PGC and its Subsidiaries or the PGC Subsidiaries (as adjusted in the manner described above relating to the PGC September 30 Financial Statements), as the case may be, for the respective fiscal periods or as of the respective dates therein set forth. Except Each of such statements described in this Section 4.5 complies with applicable accounting requirements with respect thereto; and each of such statements has been prepared in accordance with GAAP (except that, in the case of the PGC September 30 Financial Statements, such statements are incomplete in that they do not include footnotes and do include proforma adjustments as described above) consistently applied during the periods involved. The PGC Subsidiaries do not have any liabilities required by GAAP to be set forth on a consolidated balance sheet of the PGC Subsidiaries, except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against set forth on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997PGC September 30 Balance Sheet, and (iiiii) for liabilities incurred in the ordinary course of business consistent with past practice since June September 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise 1999 and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or which would reasonably be expected to have, not have a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsPGC Subsidiaries.

Financial Statements; Undisclosed Liabilities. The financial Schedule 3.09 contains true and complete copies of (i) the audited balance sheets and related statements of Pacesetter Home Care Group, Inc., HCI's predecessor, operations and retained earnings and of cash flows for Orion and its consolidated Subsidiaries for the year years ended December 31, 1995 and December 31, 1996 (the "Annual Statements"), (ii) the pro forma balance sheets for Orion and its consolidated Subsidiaries as at December 31, 1996 and March 31, 1997 (which March 31, 1977 balance sheet shall be delivered on or before May 14, 1997)(1), adjusted to reflect distribution of the consolidated financial capital stock of Landmark to Seller as if it had occurred on the date thereof (the "Pro Forma Statements") and (iii) the balance sheets and related statements of HCI operations for the period three month periods ended June 30March 31, 19971996 and March 31, each 1997 which shall be delivered on or before May __, 1997 (collectively, the "Interim Statements" and, together with the Annual Statements and the Pro Forma Statements, the "Financial Statements"). The December 31, 1996 balance sheet referred to in clause (i) above is referred to herein as the "1996 Balance Sheet." Each of which have previously been provided to ALC, have the Financial Statements has been prepared based on the books and records of Orion and its Subsidiaries in accordance with generally accepted GAAP and their normal accounting principles ("GAAP") (except that practices, consistent with past practice and with each other, and present fairly the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presentedfinancial condition, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows of Orion and its Subsidiaries as of the dates indicated or for the periods then ended (subjectindicated, subject in the case of unaudited statements, the Interim Statements to normal year-end audit adjustments), which adjustments in the aggregate are not material. The adjustments made to the balance sheet included in the Annual Statement in the preparation of the Pro Forma Statements were reasonable in all material respects. Except as set forth on Schedule 3.09, there are no Liabilities of any Entertainment Company other than: (i) any Liability accrued as disclosed in Section 3.6 of a Liability on the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), 1996 Balance Sheet; (ii) for those ----------------------- liabilities that are fully reflected or reserved against on Liabilities specifically disclosed and identified as such in the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and schedules to this Agreement; (iii) for liabilities Liabilities incurred since the date of the 1996 Balance Sheet that do not, and will not, individually or in the aggregate, have a Material Adverse Effect; and (iv) Liabilities incurred since the date of the 1996 Balance Sheet that have been incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor of any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsEntertainment Companies.

Financial Statements; Undisclosed Liabilities. The financial statements Schedule 5(d) sets forth (i) the audited consolidated balance sheet of Pacesetter Home Care GroupSeller as of, Inc., HCI's predecessor, for the year ended December 31, 1996 and the related consolidated financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALC, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows income / (loss) and shareholder’s equity for Seller for, the periods then ended (subjectfiscal year ended, in the case of unaudited statementsJanuary 2, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")2005, (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the audited consolidated balance sheet of HCI included in its financial Seller as of, and the related consolidated statements of operations and income / (loss) and shareholder’s equity for Seller for, the period ended June 30fiscal year ended, 1997January 1, 2006 (the “2005 Audited Financial Statements”), and (iii) the unaudited consolidated balance sheet of Seller as of, and the related consolidated statements of operations and income / (loss) and shareholder’s equity for Seller for, the four-month period ended, April 30, 2006 (in each case, prepared on a basis consistent with such audited statements and presented without separate footnotes), in each case together with the notes thereto (collectively, the “Financial Statements”). The Financial Statements have been derived from Seller’s accounting books and records and present fairly in all material respects the results of operations for Seller for the respective periods covered thereby, in each case in accordance with GAAP, consistently applied. To the knowledge of Seller, except as reflected in the Financial Statements or on Schedule 5(d), since January 1, 2006, neither Seller nor any of its Subsidiaries has or has incurred any liability or obligation of any nature (whether direct or indirect, matured or unmatured, or absolute, accrued, contingent or otherwise) except (A) liabilities or obligations that are accrued or reserved against in the Financial Statements or disclosed in the notes thereto, (B) liabilities or obligations that have arisen since January 1, 2006 that were incurred in the ordinary course of business consistent business, (C) liabilities or obligations incurred in connection with past practice since June 30this Agreement and the transactions contemplated hereby, 1997(D) liabilities or obligations to be included in the calculation of Closing Net Working Capital, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absoluteE) liabilities or obligations under Contracts and Purchase Orders (but not liabilities or obligations for breaches thereof), accrued, contingent or otherwise and whether due or to become due(F) that, either alone or when combined with all other liabilities incurred since June 30or obligations which would not, 1997individually or in the aggregate, has had, or would reasonably be expected to have, have a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsEffect.

Financial Statements; Undisclosed Liabilities. The Section 4.5(a) to the Disclosure Schedule contains the following financial statements (the “Financial Statements”): (i) the Seller’s consolidated audited balance sheets and related consolidated statements of Pacesetter Home Care Groupincome, Inc.stockholders’ equity, HCI's predecessor, and statements of cash flows for the year fiscal years ended December 31, 1996 2008, December 31, 2007, and the consolidated December 31, 2006; and unaudited financial statements as of HCI June 30, 2009; and (ii) the Company’s unaudited balance sheet and related statement of income for the period fiscal years ended December 31, 2008, December 31, 2007, and December 31, 2006; and for the six months ended June 30, 1997, each of which have previously been provided to ALC, 2009. The Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) covered thereby and fairly presentedpresent fairly, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position condition of HCI (or its predecessor) the Company as of the such dates thereof and the consolidated results of operations and cash flows for the periods then ended (subjectspecified; provided, in that the case of unaudited statementsJune 30, 2009 Financial Statements described above are subject to normal year-end audit adjustmentsadjustments (which adjustments would not be material, individually or in the aggregate, and would be of a normal and recurring type) and absence of footnotes and other presentation items (which notes would be consistent in all material respects with the notes to the Seller’s most recent audited Financial Statements). Except The Company has no liability or obligation of whatever kind or nature (whether asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) that would be required by GAAP to be disclosed on the Financial Statements (“Liability”), except for any Liabilities: (i) as disclosed in Section 3.6 set forth on the face of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), Financial Statements; (ii) for those ----------------------- liabilities that are fully reflected or reserved against on listed in Section 4.5 of the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and Disclosure Schedule; (iii) for liabilities incurred that have arisen in the ordinary course of business consistent since the date of the Latest Balance Sheet (which do not result from or arise out of, does not relate to, is not in the nature of and was not caused by any breach of contract, breach of warranty, tort, infringement or violation of applicable law); (iv) under this Agreement or any ancillary document or in connection with past practice since June 30, 1997, neither HCI nor any the transactions contemplated herein or therein; or (v) disclosed as a Liability in another section of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 millionDisclosure Schedule. The books and records Company’s Net Working Capital as of HCI and the Latest Balance Sheet Date is stated in Section 4.5(b) of the Disclosure Schedule along with the account values used in its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsdetermination.

Financial Statements; Undisclosed Liabilities. The (a) Copies of the Company’s (i) consolidated audited financial statements consisting of Pacesetter Home Care Groupthe consolidated balance sheet of the Company and the Company Subsidiaries as of December 31 in each of the years 2017, Inc.2016 and 2015 and the related consolidated statements of operations, HCI's predecessor, members’ equity and cash flows for the year years then ended December 31, 1996 (the “Audited Financial Statements”) and (ii) consolidated unaudited financial statements consisting of the consolidated unaudited balance sheet of the Company and the consolidated financial statements Company Subsidiaries as of HCI for the period ended June 30, 19972018 and the related consolidated unaudited income statement and statement of cash flows for the six-month period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, each of which the “Financial Statements”) have previously been provided delivered and/or made available to ALCBuyer. The Financial Statements have been derived from, and are consistent with, the books and records of the Company and the Company Subsidiaries and have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) and fairly presentedperiod involved, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statementsthe Interim Financial Statements, to normal and recurring year-end audit adjustments). Except adjustments (inone of which would be material, individually or in the aggregate) as disclosed and the absence of notes (that, if presented, would not differ materially from those included in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"Audited Financial Statements), (ii) for those ----------------------- liabilities and, on that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30basis, 1997present fairly, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects respects, the financial condition of the Company and the Company Subsidiaries as of the respective dates they were prepared and the results of the operations of the Company and the Company Subsidiaries for the periods indicated. No financial statements of any Person other than the Company or the Company Subsidiaries are required by GAAP to be included or reflected in accordance any of the foregoing financial statements. The Company has also delivered to Buyer true, correct and complete copies of all letters from the Company’s auditors to the Company’s board of managers or audit committee thereof during the twelve months prior to the date of this Agreement, together with GAAP true, correct and any other applicable legal and accounting requirements and reflect only actual transactionscomplete copies of all responses thereto.

Financial Statements; Undisclosed Liabilities. (a) The financial statements Company has made available to Priveterra true and complete copies of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1996 2020 and December 31, 2021 and the related audited consolidated financial statements statement of HCI operations and comprehensive loss, statement of convertible preferred stock and deficit and statement of cash flows of the Company and its Subsidiaries for each of the years then ended (collectively, the “Audited Company Financial Statements”), and the unaudited, draft consolidated balance sheet of the Company as of September 30, 2022 and the related unaudited consolidated statement of operations of the Company and its Subsidiaries for the period nine months ended June September 30, 19972022 (the “Unaudited Company Financial Statements” and, each of which have previously been provided together with the Audited Company Financial Statements, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto) and, when delivered pursuant to ALCSection 5.7, have been the Additional Company Financial Statements and any pro forma financial statements, (i) were prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto), (ii) in the case of the Audited Company Financial Statements and the Additional Company Financial Statements, when delivered pursuant to Section 5.7 only, fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, as applicable, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated position, results of operations and cash flows of the Company and its Subsidiaries as at the date thereof and for the periods then ended period indicated therein, except as otherwise specifically noted therein, (subject, iii) in the case of unaudited statementsthe Audited Company Financial Statements and the Additional Company Financial Statements, solely when delivered pursuant to Section 5.7, will be audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors when filed as part of the Registration Statement/Proxy Statement, and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the date hereof (including Regulation S-X or Regulation S-K, as applicable); provided that, the Unaudited Company Financial Statements do not include all of the notes or the information contained in such notes as required by GAAP for complete financial statements and are subject to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements; Undisclosed Liabilities. The financial statements Absence of Pacesetter Home Care GroupCertain ----------------------------------------------------------------- Changes or Events. Insight has delivered to AT&T Illinois complete and correct ----------------- copies of an unaudited statement of assets and liabilities for each Insight System as of March 31, Inc., HCI's predecessor, 2000 and an unaudited income and expense summary statement for each Insight System for the year ended December 31, 1996 1999 and the consolidated three-month period ended March 31, 2000, including all notes and schedules thereto, if any (all of such financial statements and notes being hereinafter referred to as "Insight's Financial Statements"). Insight's Financial Statements are in accordance with the books and records of HCI for the period ended June 30Insight, 1997, each of which have previously been provided to ALC, have been were prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) GAAP applied on a consistent basis during throughout the periods involved (covered thereby, and, except as may be indicated in described therein, present fairly the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as condition of the Insight Systems at the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subjectindicated, in the case of unaudited statements, subject only to normal standard year-end audit adjustments)adjustments and the omission of footnotes. Except (i) as disclosed in Section 3.6 The unaudited statements of assets and liabilities of the disclosure schedule Insight Systems as of HCI delivered to ALC concurrently herewith (March 31, 2000 are herein called the "HCI Disclosure Schedule")Insight Balance Sheets." At the date of the Insight Balance Sheets, (ii) for those ----------------------- Insight had no material liabilities with respect to the Insight Systems required by GAAP to be reflected or reserved against therein that are were not fully reflected or reserved against on the consolidated balance sheet Insight Balance Sheets, other than liabilities as set forth on Schedule 5.10. Except as set forth on Schedule 5.10, since the date of HCI included the Insight Balance Sheets through the date of this Agreement: (x) Insight has not incurred any obligation or liability (contingent or otherwise), except normal trade or business obligations incurred in its the ordinary course of business, the performance of which will not, to Insight's Knowledge, individually or in the aggregate, have a material adverse effect on the financial statements for condition of Insight or the period ended June 30results of operations of Insight's Cable Business; (y) there has been no material adverse change in the Insight Assets comprising any Insight System or in the business, 1997condition, financial or otherwise, or liabilities of Insight's Cable Business or any Insight System and, to Insight's Knowledge, no fact or condition exists or is contemplated or threatened which would result in such a change in the future; and (iiiz) for liabilities incurred Insight's Cable Business has been conducted only in the ordinary course of business consistent with past practice since June 30practice. For the purpose of this Agreement, 1997the impact of general economic conditions (including changes in capital and financial markets), neither HCI nor any governmental legislation and regulations and other events which affect the cable industry as a whole in the State of its Subsidiaries California or the United States, shall not be considered in determining whether there has incurred any liability of any nature whatsoever (whether absolutebeen a material adverse change in the business, accruedcondition, contingent financial or otherwise and whether due or to become due) that, either alone liabilities of Insight's Cable Business or when combined with all other liabilities incurred since June 30, 1997, has had, any Insight System or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsInsight Assets.

Financial Statements; Undisclosed Liabilities. The books of account and related records of Xxxxx’x Seller fairly reflect in all material respects Xxxxx’x Seller’s assets, Liabilities and transactions in accordance with GAAP. Schedule 3.6(a) sets forth the following financial statements (the “Financial Statements”): (x) the balance sheet of Pacesetter Home Care GroupXxxxx’x Seller as of December 31, Inc.2017 and December 31, HCI's predecessor, 2018 and the related statements of income and stockholder’s equity and cash flows for the year years ended December 31, 1996 2017 and December 31, 2018, and (y) the unaudited consolidated balance sheet of Xxxxx’x Seller (the “Interim Balance Sheet”) as of December 31, 2019 (the “Interim Balance Sheet Date”), and the consolidated financial related statements of HCI income for the 12-month period ended June 30on the Interim Balance Sheet Date (together with the Interim Balance Sheet, 1997the “Interim Financial Statements”). The Financial Statements fairly present, each in all material respects, the financial position of which have previously been provided to ALC, Xxxxx’x Seller and the results of its operations and cash flows as of the respective dates and for the respective periods indicated therein and have been prepared in accordance with generally accepted accounting principles ("GAAP") (, except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as Interim Financial Statements may be indicated in the notes thereto) and fairly presented, not contain all footnotes in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof GAAP and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, are subject to normal year-end audit adjustments). Except (i) as disclosed , none of which are expected be material in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected amount or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 millionnature. The Financial Statements have been prepared from and are in accordance with the books and records of HCI and its Subsidiaries have beenXxxxx’x Seller. None of the Seller Parties has any Liabilities, except (a) to the extent reflected as a Liability on the Interim Balance Sheet, (b) Liabilities incurred in the Ordinary Course of Business after the Interim Balance Sheet Date (none of which results from, arises out of, or relates to any material breach or violation of, or default under, a contractual obligation or requirement of Law), and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions(c) Liabilities disclosed on Schedule 3.6(b).

Financial Statements; Undisclosed Liabilities. The financial statements (a) Section 5.5 of Pacesetter Home Care Group, Inc., HCI's predecessor, the SpinCo Disclosure Schedule sets forth: (i) the unaudited statement of operations of the SpinCo Business for the year years ended December 31September 30, 1996 2022 and October 1, 2021 and the consolidated financial statements unaudited balance sheet of HCI the SpinCo Business as of September 30, 2022 (the “Annual Business Financial Statements”) and (ii) the unaudited interim statement of operations of the SpinCo Business for the period nine (9) months ended June 30, 19972023 and the unaudited balance sheet of the SpinCo Business as of June 30, each 2023 (together with the Annual Business Financial Statements, the “Business Financial Statements”). The Business Financial Statements (x) were derived from the Books and Records of which have previously been provided to ALC, have been the Company and its Subsidiaries and were prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) GAAP in all material respects consistently applied on a consistent basis during throughout the periods involved involved, except as otherwise noted therein and (y) present fairly, in all material respects, the financial position and the results of operations of the SpinCo Business, in the aggregate, as of the respective dates thereof or the periods then ended, in each case except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subjectnoted therein and, in the case of unaudited interim statements, subject to normal and recurring year-end audit adjustments). Except adjustments and the absence of footnote disclosures; provided that the Business Financial Statements and the foregoing representations and warranties are qualified by the fact that (iA) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (SpinCo Business has not operated on a separate standalone basis and has historically been reported within the "HCI Disclosure Schedule")Company’s consolidated financial statements, (iiB) for those ----------------------- liabilities the Business Financial Statements assume certain allocated charges and credits which do not necessarily reflect amounts that are fully reflected would have resulted from arms-length transactions or reserved against that the SpinCo Business would incur on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997a standalone basis, and (iiiC) for liabilities incurred the Business Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of the SpinCo Business or the SpinCo Entities will be in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsfuture.

Financial Statements; Undisclosed Liabilities. (a) The financial statements Company has made available to Tailwind a true and complete copy of Pacesetter Home Care Group, Inc., HCI's predecessor, for (i) the year ended audited consolidated balance sheet of the Group Companies as of December 31, 1996 2019 and related audited consolidated statements of operations, stockholders’ equity and cash flows of the Group Companies for the fiscal year then ended (the “2019 Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Group Companies as of December 31, 2020 (the “Latest Balance Sheet”) and the related unaudited consolidated financial statements of HCI operations, stockholders’ equity and cash flows of the Group Companies for the period fiscal year then ended June 30(the “2020 Unaudited Financial Statements”, 1997and together with the 2019 Audited Financial Statements, each collectively, the “Company Signing Financial Statements”), which are attached as Section 3.4(a) of which have previously been provided to ALC, have been the Company Disclosure Schedules. The Company Signing Financial Statements (including the notes thereto) (A) were prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) GAAP applied on a consistent basis during throughout the periods involved indicated (except except, in the case of the 2019 Audited Financial Statements, as may be specifically indicated in the notes theretothereto and subject, in the case of the 2020 Unaudited Financial Statements, to normal year-end audit adjustments (none of which is expected to be individually or in the aggregate material) and the absence of notes thereto), (B) fairly presentedpresents, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated position, results of operations operations, stockholders’ equity and cash flows of the Group Companies as at the date thereof and for the periods then ended period indicated therein (subject, in the case of unaudited statementsthe 2020 Unaudited Financial Statements, to normal year-end audit adjustmentsadjustments (none of which is expected to be individually or in the aggregate material). Except ) and (iC) as disclosed with respect to the 2019 Audited Financial Statements only, (x) were audited in Section 3.6 accordance with the standards of the disclosure schedule AICPA and contain an unqualified report of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, Company’s auditors and (iiiy) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained comply in all material respects in accordance with GAAP and any other the applicable legal and accounting requirements and reflect only actual transactionswith the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the date of this Agreement (including Regulation S-X or Regulation S-K, as applicable).

Financial Statements; Undisclosed Liabilities. The financial statements (a) Attached hereto as Schedule 2.6(a)(i) are (i) the internally prepared, unaudited balance sheets of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended Seller as of December 31, 1996 2005 and 2006 and the consolidated internally prepared, unaudited statements of income and cash flow for each of the years then ended , and (ii) the internally prepared, unaudited balance sheet of Seller as of March 31, 2007 and the internally prepared, unaudited statements of income and cash flow for the three-month period then ended. All of such financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALC, have been prepared in accordance with generally accepted accounting principles ("“GAAP") (except that the unaudited statements exclude ---- footnotes”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) consistently with Seller’s past practices, are complete and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained correct in all material respects and present fairly in all material respects the financial condition of Seller at the dates of such statements and the results of operations for the periods covered thereby; provided, however, that the Seller’s unaudited financial statements as of December 31, 2006 will not be in compliance with GAAP until the adjusting journal entries set forth in the Xxxxxxx Group, P.C.’s draft combined audited financials statements for Seller and the Hof Service Company, Inc for the period ending December 31, 2006, a copy of which have been delivered to Buyer, have been made. The internally prepared, unaudited balance sheet of Seller as of March 31, 2007 is referred to herein as the “Base Balance Sheet.” Seller shall deliver to Buyer by no later than September 30, 2007 the following: (x) the internally prepared, unaudited balance sheet of Seller as of June 30, 2007 and the internally prepared, unaudited statements of income and cash flow for the six-month period then ended, and (y) the combined audited financial statement of Seller and the Hof Service Company, Inc. as of December 31, 2006. The financial statements to be delivered to Buyer on September 30, 2007 shall be prepared in accordance with GAAP applied consistently with Seller’s past practices, complete and any other applicable legal correct in all material respects and accounting requirements present fairly in all material respects the financial condition of Seller at the dates of such statements and reflect only actual transactionsthe results of operations for the periods covered thereby.

Financial Statements; Undisclosed Liabilities. The (a) Parent has previously delivered or made available to Buyer accurate and complete copies of Parent’s (i) audited consolidated financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year years ended December 31, 1996 2014, 2013 and 2012, accompanied by the unqualified audit reports of KPMG LLP, independent registered accountants (collectively, the “Audited Financial Statements”), (ii) unaudited interim consolidated financial statements of HCI for the period three and six months ended June 30, 19972015 (the “Unaudited Financial Statements” and, each collectively with the Audited Financial Statements, the “Financial Statements”) and (iii) the Consolidated Reports of which have previously been provided to ALCCondition and Income of the Bank that were filed after December 31, have been 2012 (the “Call Reports”). Each of the Audited Financial Statements fairly presents, in all material respects, the consolidated financial condition, results of operations and changes in shareholders’ equity and cash flows of Parent and its consolidated Subsidiaries for the respective periods or as of the respective dates set forth therein, and were prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (, except as may be indicated in noted therein. Each of the notes thereto) and Unaudited Financial Statements fairly presentedpresents, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position condition and results of HCI (operations of Parent and its consolidated Subsidiaries for the respective periods or its predecessor) as of the respective dates thereof set forth therein except as may be noted therein and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, subject to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 Each of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")Call Reports fairly presents, (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP respects, the financial condition and any other applicable legal and accounting requirements and reflect only actual transactionsresults of operations of the Bank for the respective periods or as of the respective dates set forth therein except as may be noted therein.

Financial Statements; Undisclosed Liabilities. The financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended December 31, 1996 Company and the consolidated Subsidiaries comply in all material respects with applicable accounting requirements, are consistent with the books and records of the Company and the Subsidiaries, as applicable, and, with respect to the Company, the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALC, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto) , or in the case of unaudited interim financial statements, to the extent they may exclude footnotes or may be condensed or summary statements, and fairly presented, present in accordance with all material respects the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) the Company and the Subsidiaries as of and for the dates thereof and the consolidated results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). Except (i) as disclosed set forth in Section 3.6 3.8 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), neither the Company nor any Subsidiary has any material obligation or liability other than (iia) for those ----------------------- liabilities that are fully reflected or reserved against set forth on the Company’s consolidated balance sheet as of HCI included September 30, 2009, as set forth in its financial statements the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June September 30, 19972009, as filed with the Commission on November 16, 2009 (the “Balance Sheet”), and (iiib) for liabilities incurred and obligations which have arisen since September 30, 2009 in the ordinary course of business business, consistent in nature and amount with past practice since June 30practices (none of which results from breach of contract, 1997breach of warranty, neither HCI nor any tort, infringement, claim or lawsuit). As of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise the Closing and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997at the Effective Date, the outstanding indebtedness Company will have paid all liabilities, debts and lease obligations then due and owing other than fees and expenses incurred in connection with the transactions contemplated by this Agreement and the documents referred to herein, which fees and expenses will be paid as provided by the Flow of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsFunds.

Financial Statements; Undisclosed Liabilities. The (a) Copies of each of the Companies’ (i) audited financial statements consisting of Pacesetter Home Care Groupthe balance sheet of each of the Companies as of December 31, Inc.2019 and the related statements of operations, HCI's predecessor, members’ equity and cash flows for the year then ended (the “Audited Financial Statements”), (ii) unaudited financial statements consisting of the unaudited balance sheet of each of the Companies as of December 31, 1996 31 in each of the years 2018 and 2017 and the consolidated related statements of operations, members’ equity and cash flows for the year then ended (the “Unaudited Financial Statements”) and (iii) unaudited financial statements consisting of HCI the unaudited balance sheet of each of the Companies as of September 30, 2020 and the related unaudited income statements for the nine-month period then ended June 30(the “Interim Financial Statements” and together with the Audited Financial Statements and Unaudited Financial Statements, 1997, each of which the “Financial Statements”) have previously been provided delivered and/or made available to ALCBuyer. The Financial Statements have been derived from, and are consistent, in all material respects, with, the books and records of each of the Company Members and have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) and fairly presentedperiod involved, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statementsthe Interim Financial Statements, to normal and recurring year-end audit adjustments). Except adjustments (inone of which would be material, individually or in the aggregate) as disclosed and the absence of notes (that, if presented, would not differ materially from those included in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"Audited Financial Statements), (ii) for those ----------------------- liabilities and, on that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30basis, 1997present fairly, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects respects, the financial condition of each of the Company Members as of the respective dates they were prepared and the results of the operations of each of the Company Members for the periods indicated. No financial statements of any Person other than the Company Members are required by GAAP to be included or reflected in accordance any of the foregoing financial statements. Each of the Companies have also delivered to Buyer true, correct and complete copies of all letters from each of the Companies’ auditors to the respective Companies’ board of managers or audit committee during the 12 months prior to the date of this Agreement, together with GAAP true, correct and any other applicable legal and accounting requirements and reflect only actual transactionscomplete copies of all responses thereto.

Financial Statements; Undisclosed Liabilities. The financial statements (a) True and complete copies of Pacesetter Home Care Group, Inc., HCI's predecessor, (i) the audited consolidated balance sheet of LNM and the LNM Subsidiaries for each of the year three fiscal years ended as of December 31, 1996 2001, 2002 and 2003 respectively, and the related audited consolidated statements of income, shareholders’ equity and cash flows of LNM and the LNM Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of Ernst & Young Accountants (collectively referred to herein as the “LNM Financial Statements”) and (ii) the unaudited consolidated balance sheet of LNM and the LNM Subsidiaries as of June 30, 2004, and the related consolidated statements of income, shareholders’ equity and cash flows of LNM and the LNM Subsidiaries, together with all related notes and schedules thereto (collectively referred to herein as the “LNM Interim 16 Financial Statements”) have been delivered by the Seller to the Purchaser. The LNM Financial Statements (i) were prepared in accordance with the books of account and other financial records of LNM and the LNM Subsidiaries, (ii) present fairly, in all material respects, the consolidated financial statements condition, results of HCI operations and cash flows of LNM and the LNM Subsidiaries as of the dates thereof or for the period ended June 30, 1997, each of which have previously been provided to ALC, periods covered thereby and (iii) have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) US GAAP applied on a basis consistent basis during with the periods involved past practices of LNM and the LNM Subsidiaries. The LNM Interim Financial Statements (except as may be indicated in the notes theretoi) and fairly presented, were prepared in accordance with the applicable requirements books of GAAPaccount and other financial records of LNM and the LNM Subsidiaries, (ii) present fairly, in all material respects, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated condition, results of operations and cash flows of LNM and the LNM Subsidiaries as of the dates thereof or for the periods then ended covered thereby (subject, in except for the case absence of unaudited statements, footnotes and subject to normal and recurring year-end audit adjustments). Except (iadjustments which individually and in the aggregate are not material to the Interim Financial Statements) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects been prepared in accordance with US GAAP applied on a basis consistent with the past practices of LNM and any other applicable legal and accounting requirements and reflect only actual transactionsthe LNM Subsidiaries.

Financial Statements; Undisclosed Liabilities. The financial statements Members have delivered to Buyer correct and complete copies of Pacesetter Home Care Group, Inc., HCI's predecessor, for (i) the year ended balance sheets of the Acquired Companies as of December 31, 1996 2020, and related statements of income, cash flows and changes in all members’ equity of the Acquired Companies for the years then ended, together with the related notes thereto (the “Year-End Financial Statements”), and (ii) the unaudited balance sheet of the Acquired Companies as of December 31, 2020, and related statements of income, and changes in members’ equity of the Acquired Companies for the two (2) month period then ended (the “Interim Financial Statements”, and together with the Year-End Financial Statements, the “Financial Statements”, and the consolidated financial statements of HCI for most recent Financial Statements referred to herein as the period ended June 30, 1997, each of which have previously been provided to ALC, “Most Recent Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) and applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) and fairly presentedperiod involved, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statementsthe Interim Financial Statements, to normal and recurring year-end audit adjustmentsadjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Year-End Financial Statements). Except (i) The Financial Statements fairly present the Acquired Companies’ financial position as disclosed in Section 3.6 of the disclosure schedule dates indicated and their operating results and cash flows for the period indicated. The Acquired Companies have no Liabilities of HCI delivered the type required to ALC concurrently herewith be reflected on a balance sheet prepared in accordance with GAAP, except (the "HCI Disclosure Schedule"), (iia) for those ----------------------- liabilities that which are fully adequately reflected or reserved against on in the consolidated balance sheet as of HCI included in its financial statements for the period ended June 30, 1997Most Recent Financial Statements, and (iiib) for liabilities those Current Liabilities which have been incurred in the ordinary course of business Ordinary Course consistent with past practice since June 30, 1997, neither HCI nor any the Most Recent Financial Statements and (c) those Permitted Encumbrances described reflected in 4.9 of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsdisclosure schedule.

Financial Statements; Undisclosed Liabilities. (a) The financial unaudited consolidated balance sheet as of October 31, 2008 of STS and its consolidated Subsidiaries (the “Latest Balance Sheet”) and the unaudited consolidated statements of Pacesetter Home Care Groupincome, Inc., HCI's predecessor, changes in stockholders’ equity and cash flows of STS and its consolidated Subsidiaries for the year 10-month period then ended (such statements and the Latest Balance Sheet, the “Latest Financial Statements”) and the audited consolidated balance sheet, as of December 31, 1996 2007 (the “Last Fiscal Year End”) of STS and its consolidated Subsidiaries (the “2007 Balance Sheet”) and the audited consolidated financial statements of HCI income, changes in stockholders’ equity and cash flows, including the notes, of STS and its consolidated Subsidiaries for the period ended June 30, 1997, each of which have previously been provided to ALCthe three (3) years ended on the Last Fiscal Year End (the “Annual Financial Statements,” and together with the Latest Financial Statements, the “Financial Statements”) are based upon the books and records of STS and its consolidated Subsidiaries, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated and present fairly in all material respects the notes thereto) and fairly presentedfinancial position, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows of STS and its consolidated Subsidiaries on a consolidated basis at the respective dates and for the respective periods then ended (subjectindicated, in except that the case of unaudited statements, Latest Financial Statements may not contain all notes and are subject to normal year-end audit adjustments); provided however, the Latest Financial Statements were prepared in such a manner that when made such year-end adjustments will not be material and will not differ materially from year-end adjustments made historically. Except as reflected or expressly reserved against in the Latest Balance Sheet, neither of STS nor any Subsidiary has any material liability, contingent or otherwise, except (ia) as disclosed in Section 3.6 a liability that has arisen after the date of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred Latest Balance Sheet in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor or (b) obligations under any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent Contract listed on a Schedule to this Agreement or otherwise and whether due or under a Contract not required by this Agreement to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, listed on a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsSchedule.

Financial Statements; Undisclosed Liabilities. The financial Corporation has filed a true and correct copies of (a) its audited combined balance sheet as of December 31, 2003 and audited combined statement of operations and retained earnings and combined statements of Pacesetter Home Care Group, Inc., HCI's predecessor, changes in financial position for the year ended December 31, 1996 and the consolidated financial statements of HCI 2003 with its annual SEC Report on Form 10-KSB for the period year ended June December 31, 2003; and (b) its unaudited consolidated balance sheet as of September 30, 19972004, each and unaudited consolidated statement of which have previously been provided operations and retained earnings and combined statement of changes in financial position for the three and nine month periods ended September 30, 2004 with its quarterly SEC Report on Form 10-QSB for the quarter ended September 30, 2004 (hereinafter collectively referred to ALC, have been prepared as the "Financial Statements"). The Financial Statements are in accordance with the books and records of the Corporation, are true, correct and complete and accurately present the Corporation's financial position as of the dates set forth therein and the results of the Corporation's operations and changes in the Corporation's financial position for the periods then ended, all in conformity with United States generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) each period and fairly presented, in accordance on a basis consistent with the applicable requirements that of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)prior periods. Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), Financial Statements; (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included as disclosed in its financial statements for the period ended June 30, 1997, this Agreement; and (iii) for liabilities as are incurred in the ordinary course of business consistent with past practice since June 30, 1997the routine daily affairs of the Corporation's and the Subsidiaries' business, neither HCI the Corporation nor any of its the Subsidiaries has incurred any liability liabilities or obligations of any nature whatsoever (or kind, known or unknown, whether accrued, absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has hadcontingent, or would reasonably be expected to haveotherwise. To the knowledge of the Corporation, a Material Adverse Effect on HCI. On September 30there is no basis for assertion against the Corporation or any of the Subsidiaries of any material claim, 1997, liability or obligation not fully disclosed in the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained Financial Statements or in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsthis Agreement.

Financial Statements; Undisclosed Liabilities. (a) The financial statements Company has made available to SPAC true and complete copies of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1996 2022 and December 31, 2021 and the related audited consolidated financial statements of HCI operations and comprehensive loss, and stockholders’ deficit and cash flows of the Company and its Subsidiaries for each of the years then ended (collectively, the “Audited Company Financial Statements”), and the unaudited, consolidated balance sheets of the Company as of September 30, 2023 and the related unaudited, consolidated statements of operations and comprehensive loss of the Company and its Subsidiaries for the fiscal year to date period then ended June 30(the “Unaudited Company Financial Statements” and, 1997together with the Audited Company Financial Statements, each of which have previously been provided the “Company Financial Statements”). The Company Financial Statements (including the notes thereto) and, when delivered pursuant to ALCSection 5.7, have been the Additional Company Financial Statements and any pro forma financial statements, (i) were prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto), (ii) and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, as applicable, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated position, results of operations and cash flows of the Company and its Subsidiaries as at the date thereof and for the periods then ended period indicated therein, except as otherwise specifically noted therein, (subject, iii) in the case of unaudited statementsthe Audited Company Financial Statements and the Additional Company Financial Statements, when delivered pursuant to Section 5.7, were audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors, and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the date hereof (including Regulation S-X or Regulation S-K, as applicable); provided that, the Unaudited Company Financial Statements do not include all of the notes or the information contained in such notes as required by GAAP for complete financial statements and are subject to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements; Undisclosed Liabilities. The financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended December 31, 1996 Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the consolidated rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALC, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) U.S. GAAP applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto) thereto and except that unaudited financial statements may not contain all footnotes required by U.S. GAAP, and fairly presented, present in accordance with all material respects the applicable requirements of GAAP, the consolidated financial position of HCI (or the Company and its predecessor) consolidated subsidiaries taken as a whole as of and for the dates thereof and the consolidated results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, year-end audit adjustments. The pro forma financial information and the related notes, if any, included in the SEC Reports and prepared in accordance with the applicable provisions of Regulation S-X have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the regulations promulgated thereunder and fairly present in all material respects the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Neither the Company nor any of its subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required under the U.S. GAAP to be reflected on a consolidated balance sheet of the Company (including the notes thereto). Except , except for liabilities (i) as disclosed reflected or reserved against in Section 3.6 the balance sheet (or the notes thereto) of the disclosure schedule Company as of HCI delivered to ALC concurrently herewith September 30, 2023 included in the SEC Reports (the "HCI Disclosure Schedule"“Balance Sheet Date”), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on incurred after the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred Balance Sheet Date in the ordinary course of business consistent with past practice since June 30business, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever or (whether absolute, accrued, contingent iii) as expressly contemplated by this Agreement or otherwise and whether due or to become due) that, either alone or when combined incurred in connection with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionstransactions contemplated by this Agreement.

Financial Statements; Undisclosed Liabilities. The financial statements (a) Attached hereto as Schedule 2.6(a)(i) are (i) the internally prepared, unaudited balance sheets of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended Seller as of December 31, 1996 2005 and 2006 and the consolidated internally prepared, unaudited statements of income and cash flow for each of the years then ended , and (ii) the internally prepared, unaudited balance sheet of Seller as of March 31, 2007 and the internally prepared, unaudited statements of income and cash flow for the three-month period then ended. All of such financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALC, have been prepared in accordance with generally accepted accounting principles ("“GAAP") (except that the unaudited statements exclude ---- footnotes”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) consistently with Seller’s past practices, are complete and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained correct in all material respects and present fairly in all material respects the financial condition of Seller at the dates of such statements and the results of operations for the periods covered thereby; provided, however, that the Seller’s unaudited financial statements as of December 31, 2006 will not be in compliance with GAAP until the adjusting journal entries set forth in the Xxxxxxx Group, P.C.’s draft combined audited financials statements for Seller and Xxxx Corp. for the period ending December 31, 2006, a copy of which have been delivered to Buyer, have been made. The internally prepared, unaudited balance sheet of Seller as of March 31, 2007 is referred to herein as the “Base Balance Sheet.” Seller shall deliver to Buyer by no later than September 30, 2007 the following: (x) the internally prepared, unaudited balance sheet of Seller as of June 30, 2007 and the internally prepared, unaudited statements of income and cash flow for the six-month period then ended, and (y) the combined audited financial statement of Seller and Xxxx Corp. as of December 31, 2006. The financial statements to be delivered to Buyer on September 30, 2007 shall be prepared in accordance with GAAP applied consistently with Seller’s past practices, complete and any other applicable legal correct in all material respects and accounting requirements present fairly in all material respects the financial condition of Seller at the dates of such statements and reflect only actual transactionsthe results of operations for the periods covered thereby.

Financial Statements; Undisclosed Liabilities. (a) The financial statements Company has made available to DYNS true and complete copies of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1996 2019 and December 31, 2020 and the related audited consolidated financial statements of HCI operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ deficit and cash flows of the Company and its Subsidiaries for each of the years then ended (collectively, the “Audited Company Financial Statements”), and the unaudited, draft consolidated balance sheets of the Company as of September 30, 2021 and the related unaudited consolidated statements of operations of the Company and its Subsidiaries for the period then ended June 30(the “Unaudited Company Financial Statements” and, 1997together with the Audited Company Financial Statements, each of which have previously been provided the “Company Financial Statements”). The Company Financial Statements (including the notes thereto) and, when delivered pursuant to ALCSection 5.7, have been the Additional Company Financial Statements and any pro forma financial statements, (i) were prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto), (ii) and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, as applicable, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated position, results of operations and cash flows of the Company and its Subsidiaries as at the date thereof and for the periods then ended period indicated therein, except as otherwise specifically noted therein, (subject, iii) in the case of unaudited statementsthe Audited Company Financial Statements and the Additional Company Financial Statements, when delivered pursuant to Section 5.7 only, were audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors, and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the date hereof (including Regulation S-X or Regulation S-K, as applicable); provided that, the Unaudited Company Financial Statements do not include all of the notes or the information contained in such notes as required by GAAP for complete financial statements and are subject to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements; Undisclosed Liabilities. The audited consolidated financial statements and unaudited consolidated interim financial statements of Pacesetter Home Care Groupthe Company included in the Company SEC Documents fairly present, Inc., HCI's predecessor, for the year ended December 31, 1996 and the consolidated financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALC, have been prepared in accordance conformity with generally accepted accounting principles ("“GAAP") (except that the unaudited statements exclude ---- footnotes”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP), the consolidated financial position of HCI (or the Company and its predecessor) consolidated Subsidiaries as of the dates thereof and the their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustmentsthe condensation or omission of certain information and footnote disclosures as permitted under the Exchange Act). Except (i) There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than liabilities or obligations disclosed and provided for in the financial statements included in the Company SEC Documents filed prior to the date hereof or as otherwise fairly disclosed in Section 3.6 of the disclosure schedule of HCI delivered Company SEC Documents filed prior to ALC concurrently herewith the date hereof (excluding, in each case, any disclosures set forth in any risk factor section, in any section relating to forward-looking statements and any other disclosures included therein, in each case to the "HCI Disclosure Schedule"extent that they are cautionary, predictive or forward- looking in nature (such disclosures, collectively, the “Cautionary Disclosures”)), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30January 31, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent 2008 and liabilities or otherwise obligations that have not had and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsEffect.

Financial Statements; Undisclosed Liabilities. (a) The financial Company has delivered to Parent true, correct and complete copies of (a) the unaudited consolidated balance sheet, as of September 30, 2002 of the Company and the Subsidiaries (the "Latest Balance Sheet") and the unaudited consolidated statements of Pacesetter Home Care Groupincome, Inc., HCI's predecessor, stockholders' equity and cash flows of the Company and the Subsidiaries for the year 9-month period ended September 30, 2002 (such statements of income, stockholders' equity and cash flows and the Latest Balance Sheet being herein referred to as the "Latest Financial Statements") and (b) the audited consolidated balance sheet, as of December 31, 1999, 2000 and 2001 of the Company and the Subsidiaries and the audited consolidated statements of income, stockholders' equity and cash flows of the Company and the Subsidiaries for each of the years ended December 31, 1996 1999, 2000 and 2001 (collectively, the "Annual Financial Statements"). The Latest Financial Statements and the consolidated Annual Financial Statements are, and the Estimated Closing Balance Sheet will be, based upon the information contained in the books and records of the Company and the Subsidiaries and fairly and accurately present the financial statements condition of HCI the Company and the Subsidiaries as of the dates thereof and results of operations for the period ended June 30, 1997, each of which have previously been provided periods referred to ALC, therein. The Annual Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 millionconsistently applied. The books and records of HCI and its Subsidiaries Latest Financial Statements have been, and are beingthe Estimated Closing Balance Sheet will be, maintained in all material respects prepared in accordance with GAAP consistently applied as applicable to unaudited interim financial statements (and any other applicable legal thus may not contain all notes and accounting requirements may not contain prior period comparative data which are required for compliance with GAAP), and reflect only actual transactionsall adjustments necessary to a fair and accurate statement of the financial condition and results of operations for the interim periods presented.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements Schedule consists of the following financial statements (the “Financial Statements”): (i) the Company’s unaudited consolidated balance sheet as of Pacesetter Home Care GroupMay 31, Inc., HCI's predecessor, 2012 and the related statements of income and cash flows for the year ended December two-month period then ended, (ii) the Company’s audited consolidated balance sheet as of March 31, 1996 2012 and the related statement of income and cash flows for the fiscal year then ended and (iii) the Company’s audited consolidated financial balance sheets as of March 31, 2010 and March 31, 2011 and the related statements of HCI income and cash flows for the period ended June 30, 1997, each of which fiscal years then ended. The Financial Statements have previously been provided to ALCbased upon the information contained in the Company’s and its Subsidiaries’ books and records, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) , consistently applied on a consistent basis during throughout the periods involved (except as may be indicated indicated, and present fairly in all material respects the notes thereto) and fairly presentedfinancial condition, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries (taken as a whole) as of the times and for the periods then ended (subjectreferred to therein, subject in the case of the unaudited statements, financial statements to (i) the absence of footnote disclosures and other presentation items and (ii) changes resulting from normal year-end audit adjustments). Except (b) There are no liabilities of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than (i) as liabilities provided for in the 2012 Balance Sheet or disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), notes thereto; (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30the date of the 2012 Balance Sheet; and (iii) other undisclosed liabilities which, 1997individually or in the aggregate, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or are not material to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI Company and its Subsidiaries did Subsidiaries, taken as a whole (and excluding obligations under contracts set forth on the Material Contracts Schedule or under other contracts and commitments entered into in the ordinary course of business which are not exceed $5.7 millionrequired to be disclosed thereon due to specified dollar thresholds or other limitations (but not liabilities for breaches thereof)). The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.4.06

Financial Statements; Undisclosed Liabilities. The Absence of --------------------------------------------------------- Certain Changes or Events. Xxxxx has delivered to TCI complete and correct ------------------------- copies of its unaudited financial statements for the Xxxxx Systems, including balance sheets and related statements of Pacesetter Home Care Group, Inc., HCI's predecessor, income for and as of the year ended December 31, 1996 1995 and the consolidated financial statements as of HCI and for the 6-month period ended June 30, 19971996 (all of such financial statements being hereinafter referred to as "Xxxxx Financial Statements"). Xxxxx Financial Statements are in accordance with the books and records of Xxxxx, each of which have previously been provided to ALC, have been were prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) principles, applied on a consistent basis during throughout the periods involved (covered thereby, and, except as may be indicated in described therein, present fairly the notes thereto) and fairly presented, in accordance with the applicable requirements financial condition of GAAP, the consolidated financial position of HCI (or its predecessor) as of Xxxxx at the dates thereof and the consolidated results of operations and cash flows for the periods then ended (indicated, subject, in the case of unaudited statementsXxxxx Financial Statements, only to normal standard year-end audit adjustments)adjustments and the omission of footnotes. Except (i) The unaudited Balance Sheet as disclosed in Section 3.6 of June 30, 1996 of Xxxxx is herein called the "Xxxxx Balance Sheet." At the date of the disclosure schedule of HCI delivered Xxxxx Balance Sheet, Xxxxx had no material liabilities required by generally accepted accounting principles to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities be reflected or reserved against therein that are were not fully reflected or reserved against on the consolidated balance sheet of HCI Xxxxx Balance Sheet, other than liabilities included in its Xxxxx liabilities as set forth on SCHEDULE 5.10. Except as set forth on SCHEDULE 5.10, since the date of the Xxxxx Balance Sheet, with respect to the Xxxxx Cable Business: (a) Xxxxx has not incurred any obligation or liability (contingent or otherwise), except normal trade or business obligations incurred in the ordinary course of business, the performance of which, to Xxxxx' Knowledge, would be reasonably likely to, individually or in the aggregate, have a material adverse effect on the financial statements for condition or results of operations of the period ended June 30Xxxxx Cable Business; (b) there has been no material adverse change in the business, 1997condition, financial or otherwise, or liabilities of the Xxxxx Cable Business (except any change affecting the United States cable industry as a whole, including any change arising from (i) legislation, litigation, rulemaking or regulation or (ii) competition caused by or arising from other multiple channel distribution services); and (iiic) for liabilities incurred the Xxxxx Cable Business has been conducted only in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionspractice.

Financial Statements; Undisclosed Liabilities. Sellers have delivered to the Purchaser unaudited balance sheet for the Business dated September 30, 2002 and September 30, 2003 and unaudited operating income statement for the Business for the twelve (12) month periods ended September 30, 2002 and September 30, 2003 a (collectively, the "Financial Information"). Except as set forth on Schedule 4.6(a), the Financial Information has been prepared in conformity with GAAP applied on a basis consistent with Sellers' past practice (except for changes, if any, required by GAAP and disclosed therein, and except for the absence of notes and normal recurring adjustments). The Financial Information presents fairly and accurately in all material respects the financial statements position of Pacesetter Home Care Group, Inc., HCI's predecessorthe Sellers in the manner required by GAAP, for the year ended December 31applicable time periods covered thereby. Except as set forth in Schedule 4.6(b), 1996 and there has been no change in the consolidated financial statements business of HCI for the period ended June Business since September 30, 19972003 that has resulted, each or could be reasonably expected to result, in a Material Adverse Effect. As of the date hereof, none of the Sellers has any actual knowledge of the occurrence of any event or circumstance that a reasonable person would believe would adversely affect the financial projections, dated August 2003, provided by Sellers to Purchaser, a copy of which has been attached to Schedule 4.6(b). The Business does not have previously been provided any liabilities of the type required to ALC, have been be reflected as liabilities on a balance sheet prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (whether accrued, absolute, contingent or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subjectotherwise, in the case of unaudited statements, to normal year-end audit adjustments). Except except such liabilities that (i) as are reflected or disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")Financial Information, or (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June were incurred after September 30, 1997, and (iii) for liabilities incurred 2003 in the ordinary course of business by the Sellers consistent with past practice since June 30practice. Except as otherwise disclosed herein (including on the Schedules hereto), 1997, neither HCI nor the Business will not have at Closing any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30that are material to the Business; provided, 1997that this representation and warranty shall not apply, has hadand there shall be no breach of this representation and warranty, to the extent that any such liability is (i) unknown and upon reasonable investigation could not have been known or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million(ii) disclosed. The Financial Information is based upon information contained in the books and records of HCI the Sellers, which such books and its Subsidiaries records have been, and are being, maintained in all material respects been kept in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsGAAP.

Financial Statements; Undisclosed Liabilities. The financial (a) Section 4.06(a) of the Company Disclosure Letter contains true, complete and correct copies of (i) the audited consolidated balance sheets and related statements of Pacesetter Home Care Groupoperations and comprehensive income, Inc., HCI's predecessor, members’ equity and cash flows of the Audit Subsidiary and its consolidated Subsidiaries for the year years ended December 31, 1996 2022 and 2021; and (ii) the unaudited interim condensed consolidated financial balance sheets and related statements of HCI operations and comprehensive income and cash flows of the Audit Subsidiary and its consolidated Subsidiaries as of and for the period elapsed portion of the fiscal year ended June 30, 19972023 (and in each case for the corresponding prior year period) (collectively, the “Existing Financial Statements”), in each of which have previously been provided to ALC, have been case prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto and subject, in the case of interim financial statements, to the absence of footnotes and normal year-end adjustments). Each of the Existing Financial Statements does, and each other financial statements to be delivered pursuant to Section 7.14 and Section 7.16 will, fairly present, in all material respects, the consolidated financial condition, results of operations, changes in members’ equity and cash flows of the Audit Subsidiary and its consolidated Subsidiaries or the Company and its consolidated Subsidiaries, as applicable, as of the respective dates indicated therein and for the respective periods indicated therein (subject, in the case of interim financial statements, to the absence of footnotes and normal year-end adjustments). Any financial statements delivered pursuant to Section 7.14 and Section 7.16 will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal the absence of footnotes and customary year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities adjustments that are fully reflected or reserved against on the consolidated balance sheet of HCI included not material in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsamount).

Financial Statements; Undisclosed Liabilities. The (a) Parent has previously delivered or made available to Buyer accurate and complete copies of the Parent’s (i) audited consolidated financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year years ended December 31, 1996 2014, 2013 and 2012, accompanied by the consolidated unqualified audit reports of BKD LLP, independent registered accountants, with respect to the 2014 financial statements of HCI for and Xxxxxxxx, Xxxxxx & Associates, P.C., independent registered accountants, with respect to the period ended June 30, 1997, each of which have previously been provided to ALC, have been prepared in accordance with generally accepted accounting principles 2013 and 2013 financial statements ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAPcollectively, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"“Audited Financial Statements”), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the unaudited interim consolidated balance sheet of HCI included in its financial statements for the period three months ended June 30March 31, 1997, 2015 (the “Unaudited Financial Statements”) and (iii) for liabilities incurred in the ordinary course Consolidated Reports of business consistent Condition and Income of the Bank that were filed after March 31, 2012 (the “Call Reports” and collectively with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise the Audited Financial Statements and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997the Unaudited Financial Statement, the outstanding indebtedness “Financial Statements”). Each of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have beenthe Audited Financial Statements fairly presents, and are being, maintained in all material respects respects, the consolidated financial condition, results of operations and changes in shareholders’ equity and cash flows of the Parent and its consolidated Subsidiaries for the respective periods or as of the respective dates set forth therein, and were prepared in accordance with GAAP GAAP, except as may be noted therein. Each of the Unaudited Financial Statements fairly presents, in all material respects, the consolidated financial condition and any other applicable legal results of operations of the Parent and accounting requirements its consolidated Subsidiaries for the respective periods or as of the respective dates set forth therein except as may be noted therein. Each of the Call Reports fairly presents, in all material respects, the financial condition and reflect only actual transactionsresults of operations of the Bank for the respective periods or as of the respective dates set forth therein except as may be noted therein. True, correct and complete copies of the Financial Statements are set forth in Disclosure Schedule Section 3.09(a).