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 statements of Pacesetter Home Care GroupCadence (including any related notes and schedules thereto) included in Cadence Reports complied as to form, Inc.as of their respective dates of filing with the SEC (or, HCI's predecessorif amended or superseded by a subsequent filing prior to the date hereof, for as of the year ended December 31date of such subsequent filing), 1996 in all material respects, with all applicable accounting requirements and with the consolidated financial statements published rules and regulations of HCI for the period ended June 30SEC with respect thereto (except, 1997in the case of unaudited statements, each as permitted by Form 10-Q of which have previously been provided to ALCthe SEC), 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 the periods involved (except as may be indicated in the notes thereto) disclosed therein), and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or Cadence and its predecessor) as of the dates thereof Subsidiaries and the consolidated results of operations operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 , none of the disclosure schedule of HCI delivered which is expected 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, 1997be material, and (iii) for liabilities incurred in to any other adjustments described therein, including 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 millionnotes thereto). The books and records of HCI Cadence 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 requirements. (b) Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of Cadence included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010, as filed with the SEC, (ii) this Agreement, (iii) liabilities incurred since June 30, 2010 in the ordinary course of business consistent with past practice, neither Cadence nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and reflect only actual transactionswhether due or to become due), that either alone or when combined with all other liabilities of a type not described in clause (i), (ii) or (iii), has had, or would reasonably be expected to have, a Material Adverse Effect on the Condition of Cadence.

Financial Statements; Undisclosed Liabilities. (a) The financial statements of Pacesetter Home Care GroupCompany (including any related notes and schedules) included in the Company Reports complied as to form, Inc.as of their respective dates of filing with the SEC (or, HCI's predecessorif amended or superseded by a subsequent filing prior to the date of this Agreement, for as of the year ended December 31date of such subsequent filing), 1996 in all material respects, with all applicable accounting requirements and with the consolidated financial statements published rules and regulations of HCI for the period ended June 30SEC (except in the case of unaudited statements, 1997, each as permitted by the rules of which have previously been provided to ALCthe SEC), 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 the periods involved (except as may be indicated expressly disclosed in the financial statements or in the notes thereto) ), and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or Company and its predecessor) as of the dates thereof Subsidiaries and the consolidated results of operations operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries as of the dates 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 millionshown. The books and records of HCI Company 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. (b) Except for (i) those liabilities that are fully reflected or reserved for in the audited consolidated financial statements of Company included in its Annual Report filed on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC, (ii) liabilities or obligations incurred in the ordinary course of business since December 31, 2020 in amounts consistent with past practice (including such liabilities contained in the Company Reports); (iii) liabilities that have been discharged or paid in full before the Effective Date; (iv) liabilities or obligations incurred directly as a result of this Agreement, neither Company nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due) or (v) as set forth in Company Disclosure Schedule 3.09(b), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability, other than pursuant to or as contemplated by this Agreement or that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably expected to have, a Material Adverse Effect with respect to Company. (c) Company Disclosure Schedule 3.09(c) includes a copy of Company’s Consolidated Financial Statements for Bank Holding Companies (on Form FRY 9C) as of December 31, 2020 which includes information regarding “off-balance sheet arrangements” effected by Company. (d) Wolf & Company, P.C., which has expressed its opinion with respect to the financial statements of Company and its Subsidiaries (including the related notes), is and has been throughout the periods covered by such financial statements “independent” with respect to Company within the meaning of the rules of applicable bank regulatory authorities and the Public Company Accounting Oversight Board.

Financial Statements; Undisclosed Liabilities. The financial statements (a) Seller Disclosure Schedule 4.4(a) sets forth a true and complete copy of Pacesetter Home Care Group, Inc., HCI's predecessor, the unaudited income statement for the year Transferred Assets for the six months ended June 30, 2016 and the twelve months ended December 31, 1996 2015, the unaudited balance sheet for the Transferred Assets as of June 30, 2016, and the consolidated cost basis of the Transferred Assets as of June 30, 2016 (the “Financial Statements”). The Financial Statements present fairly in all material respects the financial statements position of HCI the Transferred Assets at June 30, 2016 and the results of operations of the Transferred Assets for the period six months ended June 30, 19972016 and the twelve months ended December 31, each of which have previously been provided to ALC, have been prepared 2015 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, except for (i) the consolidated financial position absence of HCI footnote disclosures and (or its predecessorii) 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 changes resulting from normal year-end audit adjustments). . (b) Except as set forth in the Financial Statements, there are no liabilities or obligations related to the Assets of any nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, other than (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 current liabilities incurred in the ordinary course of business consistent with past practice since June 30, 19972016, neither HCI nor any of its Subsidiaries has incurred any liability and (ii) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, reasonably be expected to exceed $125,000. (c) Except as set forth on Seller Disclosure Schedule 4.4(c) or in the Financial Statements, there are no liabilities or obligations related to the AVC Assets, the Xxxxx Assets, or the Subject Interests of any nature whatsoever (whether known or unknown and whether accrued, absolute, accrued, contingent or otherwise otherwise) and whether due there are no facts or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or circumstances that would reasonably be expected to haveresult in any such liabilities or obligations, a Material Adverse Effect on HCI. On September whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) current liabilities incurred in the ordinary course of business since June 30, 19972016, and (ii) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the outstanding indebtedness of HCI and its Subsidiaries did not aggregate, reasonably be expected to 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 transactions125,000.

Financial Statements; Undisclosed Liabilities. (a) The financial statements of Pacesetter Home Care GroupParent (including any related notes thereto) included in the Parent Reports complied as to form, Inc.as of their respective dates of filing with the SEC (or, HCI's predecessorif amended or superseded by a subsequent filing prior to the date hereof, for as of the year ended December 31date of such subsequent filing), 1996 in all material respects, with all applicable accounting requirements and with the consolidated financial statements published rules and regulations of HCI for the period ended June 30SEC with respect thereto (except, 1997in the case of unaudited statements, each as permitted by Form 10-Q of which have previously been provided to ALCthe SEC), 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 the periods involved (except as may be indicated in the notes thereto) disclosed therein), and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or Parent and its predecessor) as of the dates thereof consolidated Subsidiaries and the consolidated results of operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates 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 millionshown. The books and records of HCI Parent 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. (b) Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of Parent included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005, as filed with the SEC or (ii) liabilities incurred since September 30, 2005 in the ordinary course of business consistent with past practice, neither Parent nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably expected to have, a Material Adverse Effect on Parent.

Financial Statements; Undisclosed Liabilities. The financial (a) Section 3.5(a) of the Disclosure Schedules sets forth true and complete copies of the audited combined balance sheets of the Business (as conducted by Chemtura and its Subsidiaries) as at December 31, 2011 and 2012, and the related audited combined statements of Pacesetter Home Care Groupincome, Inc.comprehensive income (loss), HCI's predecessor, net parent investment and cash flows of the Business for the year twelve months ended December 31, 1996 2011 and 2012 (the consolidated financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALC, “Audited Financial Statements”). The Audited Financial Statements have been prepared based on the books and records of Chemtura and its Subsidiaries and 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 therein or in the notes thereto) and ). The Audited Financial Statements fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated combined financial position condition, results of HCI (or operation and cash flows of the Business as held and conducted by Chemtura and its predecessor) Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the respective periods then ended indicated therein (subjectin each case, except as may be indicated therein or in the case notes thereto). (b) Section 3.5(b) of unaudited statements, to normal year-end audit adjustments). Except the Disclosure Schedules sets forth (i) as disclosed in Section 3.6 true and complete copies of the disclosure schedule unaudited combined pro forma statement of HCI delivered net assets to ALC concurrently herewith be sold as at December 31, 2012 (which statement does not include the Transferred Entities Excluded Assets) (the "HCI “Business Balance Sheet”) and (ii) the adjustments to the Audited Financial Statements that were made to prepare the Business Balance Sheet. The Business Balance Sheet has been prepared in good faith based on the books and records of Chemtura and its Subsidiaries and the adjustments described on Section 3.5(b) of the Disclosure Schedule")Schedules. (c) There are no Liabilities of the Business that would be required under GAAP (giving effect to any materiality standards required or permitted by GAAP) to be disclosed on a balance sheet of the Business as of the date hereof, except (i) Liabilities disclosed on the Business Balance Sheet or in the balance sheet as at December 31, 2012 included in the Audited Financial Statements, (ii) for those ----------------------- liabilities that are fully reflected or reserved against on Liabilities incurred in the consolidated balance sheet Ordinary Course of HCI included in its financial statements for the period ended June 30Business since December 31, 19972012, and (iii) the Excluded Liabilities. (d) As of the date hereof, except for liabilities incurred in Indebtedness owed to or by any Seller related to the ordinary course Business or any Transferred Entity, on the one hand, from or to any other Seller or Affiliate of business consistent with past practice since June 30Seller (including any Transferred Entity), 1997on the other hand, neither HCI nor any of its Subsidiaries has incurred any liability there is no outstanding Indebtedness of any nature whatsoever (whether absolute, accrued, contingent Seller related to the Business 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 transactionsTransferred Entity.

Financial Statements; Undisclosed Liabilities. The (a) ILG has delivered to Faraday the following financial statements, copies of which are attached hereto as Section 5.05(a) of the Disclosure Schedule (collectively, the “ILG Financial Statements”): (i) an audited consolidated balance sheet of Interior Logic Group, Inc. as of December 31, 2016, and consolidated statements of Pacesetter Home Care Group, Inc., HCI's predecessor, income and retained earnings and consolidated statements of cash flows for the year then-ended (the “ILG Audited Financial Statements”); (ii) an unaudited consolidated balance sheet of Interior Logic Group, Inc. as of December 31, 1996 2017, and the consolidated financial statements of HCI income and retained earnings and consolidated statements of cash flows for the year then-ended, and (iii) an unaudited consolidated balance sheet of Interior Logic Group, Inc. as of February 28, 2018 (the “ILG Base Balance Sheet”), and an unaudited consolidated statement of income and consolidated statements of cash flows and consolidated statement of shareholders’ equity of Interior Logic Group, Inc. for the two (2)-month period ended June 30February 28, 19972018. (b) Subject to the absence of footnotes (that, each if presented, would not differ materially from those presented with the applicable ILG Audited Financial Statements) and customary and normal year-end audit adjustments (none of which have previously been provided will, individually or in the aggregate, be material) with respect to ALCthe unaudited ILG Financial Statements, the ILG Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) past practice and in compliance with GAAP 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 past practice of GAAP, ILG throughout the periods covered thereby and fairly present in all material respects the consolidated financial position of HCI (or its predecessor) as of the dates thereof conditions and the consolidated positions, results of operations operations, stockholders’ equity (where applicable) and cash flows of Interior Logic Group, Inc. at the dates and for the relevant periods then ended (subjectindicated therein. The ILG Financial Statements were derived from the books and records of ILG and its Subsidiaries. Except as set forth on Section 5.05(b) of the Disclosure Schedule, ILG and its Subsidiaries maintain systems of internal accounting controls over financial reporting sufficient to provide reasonable assurances that transactions are recorded in conformity with the Accounting Principles. Except as set forth on Section 5.05(b) of the Disclosure Schedule, to ILG’s Knowledge, there are no significant deficiencies or weaknesses in the case design or operation of unaudited statementsthe systems of internal accounting controls over financial reporting of ILG and its Subsidiaries. (c) Except as set forth on Section 5.05(c) of the Disclosure Schedule, ILG and its Subsidiaries have no liabilities of any kind, whether absolute or contingent, asserted or unasserted, known or unknown, liquidated or unliquidated, or due or to normal year-end audit adjustments). Except become due, other than (i) as liabilities that are reflected, reserved for, or disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")ILG Base Balance Sheet, (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 ILG Base Balance Sheet (none of which relates to breach of contract, 1997breach of warranty, neither HCI nor tort, infringement, violation of applicable Law or any Litigation), including liabilities under contracts not yet fully performed for which ILG or any of its Subsidiaries has incurred any liability of any nature whatsoever is not in breach, (whether absolute, accrued, contingent or otherwise iii) liabilities for transaction costs and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has hadexpenses described in Section 9.07, or would reasonably be expected to have(iv) liabilities that are not in excess of $250,000 in the aggregate. (d) Section 5.05(d) of the Disclosure Schedule sets forth ILG’s Cash and Cash Equivalents, a Material Adverse Effect Indebtedness and Net Working Capital, in each case as of the close of business on HCI. On September 30December 31, 19972017, and (ii) ILG’s good faith estimate as of the outstanding indebtedness date of HCI this Agreement of the Expenses of ISH, ILG and its Subsidiaries did not exceed $5.7 million. The books and records as 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 transactionsthe Closing.

Financial Statements; Undisclosed Liabilities. The (a) Except as set forth in Section 4.6 of the Seasons Disclosure Schedule, the financial statements of Pacesetter Home Care GroupSeasons (including any related notes thereto) included in the Seasons Reports complied as to form, Inc.as of their respective dates of filing with the SEC (or, HCI's predecessorif amended or superseded by a subsequent filing prior to the date hereof, for as of the year ended December 31date of such subsequent filing), 1996 in all material respects, with all applicable accounting requirements and with the consolidated financial statements published rules and regulations of HCI for the period ended June 30SEC with respect thereto (except, 1997in the case of unaudited statements, each as permitted by Form 10-QSB of which have previously been provided to ALCthe SEC), 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 the periods involved (except as may be indicated in the notes thereto) disclosed therein), and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or Seasons and its predecessor) as of the dates thereof consolidated Subsidiaries and the consolidated results of operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates 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 millionshown. The books and records of HCI Seasons 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. (b) Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of Seasons included in its Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2005, as filed with the SEC or (ii) liabilities incurred since September 30, 2005 in the ordinary course of business consistent with past practice, neither Seasons nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), other than pursuant to or as contemplated by this Agreement.

Financial Statements; Undisclosed Liabilities. (A) The financial statements Company has furnished to the Parent true, correct and complete copies of: (i) audited balance sheets of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended Company and its subsidiaries as of December 31, 1996 2002 and December 31 2003 and an unaudited balance sheet of the consolidated financial statements Company and its subsidiaries as of HCI for the period ended June 30, 19972004; and (ii) audited income statements of the Company and its subsidiaries as of December 31, each 2002 and December 31, 2003 and an unaudited income statement of which the Company and its subsidiaries for the three-month periods ended March 31, 2004 and June 30, 2004 (collectively, the "Company Financial Statements"). The Company Financial Statements have previously been provided to ALC, prepared by the Company and its subsidiaries on the basis of the books and records maintained by the Company and its subsidiaries in the ordinary course of business in a manner consistently used and applied throughout the periods involved. The Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") (and fairly present in all material respects the financial condition of the Company and its subsidiaries as at the respective dates thereof, except that the Company and its subsidiaries' 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) balance sheet as of the dates thereof June 30, 2004 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 income statements for the period three-month periods ended March 31, 2004 and June 30, 1997, and (iii) for liabilities incurred 2004 are subject to normal year end adjustments in the ordinary course of business consistent with past practice since June 30business. (B) Except for liabilities (i) set forth in Section 3.5 of the Company Disclosure Schedule or (ii) reflected in the Company's audited financial statements as at, 1997and for the period ending, neither HCI nor any of its Subsidiaries December 31, 2003, the Company has no material liabilities or obligations, whether absolute, accrued, contingent or otherwise. Since December 31, 2003, the Company has incurred any liability of any nature whatsoever (no material liabilities or obligations, whether absolute, accrued, contingent or otherwise except (x) in the ordinary course of the Company's business consistent with past practices or (y) in connection with the negotiation 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, consummation of this Agreement and 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 hereby.

Financial Statements; Undisclosed Liabilities. The (i) Itaú Chile’s audited consolidated financial statements of Pacesetter Home Care Groupas of, Inc., HCI's predecessor, and for the year ended years ending on, December 31, 1996 2011 and the 2012 and its unaudited consolidated financial statements of HCI as of, and for the nine-month period ended June ending on, September 30, 19972013 (including, in each of which case, any related notes thereto) (the “Itaú Chile Financial Statements”) that have previously been provided made available to ALC, Corp Group Parties have been prepared in accordance with generally accepted IFRS and regulatory accounting principles ("GAAP") (except that guidelines passed by the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated Chilean Superintendency of Banks. The Itaú Chile Financial Statements present fairly in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, all material respects the consolidated financial position position, results of HCI (or operations, changes in shareholders’ equity and cash flows of Itaú Chile and its predecessor) consolidated Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended indicated therein (subjectexcept, in the case of Itaú Chile’s unaudited financial statements, to for normal year-end audit adjustmentsadjustments and the absence of footnotes). Except . (ii) Since Xxxxxxxxx 00, 0000, xxxx xx Xxxx Xxxxx or its Subsidiaries have incurred (A) any liability or obligation, in each case of the type that would be required to be disclosed on a consolidated balance sheet of Itaú Chile and its Subsidiaries prepared in accordance with IFRS or (B) to Itaú Chile’s knowledge, any liability not required to be so disclosed which would reasonably be expected to have a Material Adverse Effect, except (i) liabilities or obligations reflected or reserved against in Itaú Chile’s balance sheet as disclosed of September 30, 2013 (or the notes thereto) included in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")Itaú Chile 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 in the ordinary course of business consistent with past practice since June September 30, 19972013 or (iii) obligations arising pursuant to the terms of the Contracts disclosed in Section 3.2(k) (or not required to be so disclosed). (iii) Itaú Colombia’s audited consolidated financial statements as of, neither HCI nor and for the year ending on, December 31, 2012 and its unaudited consolidated financial statements as of, and for the nine-month period ending on, September 30, 2013 (including in each case, any related notes thereto) (the “Itaú Colombia Financial Statements”) that have been made available to Corp Group Parties have been prepared in accordance with Colombian GAAP. The Itaú Colombia Financial Statements present fairly in all material respects the consolidated financial position, results of operations, changes in shareholders’ equity and cash flows of Itaú Colombia and its consolidated Subsidiaries as of the dates and for the periods indicated therein (except, in the case of Itaú Colombia’s unaudited financial statements, for normal year-end adjustments and the absence of footnotes). (iv) Since Xxxxxxxxx 00, 0000, xxxx xx Xxxx Xxxxxxxx or its Subsidiaries has have incurred (A) any liability or obligation, in each case of the type that would be required to be disclosed on a consolidated balance sheet of Itaú Colombia and its Subsidiaries prepared in accordance with Colombian GAAP or (B) to Itaú Parent’s knowledge, any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or liability not required to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or be so disclosed which would reasonably be expected to have, have a Material Adverse Effect on HCI. On Effect, except (i) liabilities or obligations reflected or reserved against in the Itaú Colombia’s balance sheet as of September 30, 19972013 (or the notes thereto) included in the Itaú Colombia Financial Statements, (ii) liabilities incurred in the outstanding indebtedness ordinary course of HCI business since September 30, 2013 or (iii) obligations arising pursuant to the terms of the Contracts disclosed in Section 3.2(l) (or not required to be so disclosed). (v) The minutes of meetings of the Board of Directors of Itaú Chile and Itaú Colombia since January 1, 2011 (or, in the case of Itaú Colombia, since its Subsidiaries did not exceed $5.7 million. The books incorporation) and records the minutes of HCI the meetings of the Board committees of Itaú Chile and Itaú Colombia since January 1, 2011 (or, in the case of Itaú Colombia, since its Subsidiaries incorporation) have been, and are being, maintained in all material respects been maintained in accordance with GAAP and any other applicable requirements of Law. It maintains a system of internal accounting controls sufficient to comply with all legal and accounting requirements applicable to its and reflect only actual transactionsits Subsidiaries’ business. Since January 1, 2011, it has not identified any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting and it has not experienced or effected any material change in internal control over financial reporting. (vi) Itaú Chile and Itaú Colombia are in compliance, and have at all times since January 1, 2011 complied, to the extent applicable to such entities, with the minimum capital amounts and net worth (patrimonio) as set forth in Articles 50 and 51 of the Chilean Banking Law (in the case of Itaú Chile) and the “minimum capital amounts” (montos de capital mínimo) required under Article 80 of the EOSF and Title I Chapter I of Decree 2555 of 2010 (in the case of Itaú Colombia), each as amended from time to time.

Financial Statements; Undisclosed Liabilities. (a) The financial statements of Pacesetter Home Care GroupICBC (including any related notes thereto) included in the ICBC Reports complied as to form, Inc.as of their respective dates of filing with the SEC (or, HCI's predecessorif amended or superceded by a subsequent filing prior to the date hereof, for as of the year ended December 31date of such subsequent filing), 1996 in all material respects, with all applicable accounting requirements and with the consolidated financial statements published rules and regulations of HCI for the period ended June 30SEC with respect thereto (except, 1997in the case of unaudited statements, each as permitted by Form 10-Q of which have previously been provided to ALCthe SEC), 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 the periods involved (except as may be indicated in the notes thereto) disclosed therein), and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or ICBC and its predecessor) as of the dates thereof consolidated Subsidiaries and the consolidated results of operations operations, changes in stockholders' equity and cash flows of such companies as of the dates 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 millionshown. The books and records of HCI ICBC 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. (b) Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of ICBC included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2003, as filed with the SEC or (ii) liabilities incurred since September 30, 2003 in the ordinary course of business consistent with past practice, neither ICBC nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably expected to have, a Material Adverse Effect on ICBC.

Financial Statements; Undisclosed Liabilities. The financial (a) SXE has filed and furnished all reports, schedules, forms, certifications, prospectuses, and registration, proxy and other statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for required to be filed by it with the year ended SEC since December 31, 1996 2014 (collectively and together with all documents filed on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “SXE SEC Documents”). The SXE SEC Documents, as of their respective effective dates (in the case of the SXE SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other SXE SEC Documents), or, if amended, as finally amended prior to the date of this Agreement, complied in all respects with the requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act, as the case may be, applicable to such SXE SEC Documents, and did not contain any untrue statement of a material fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the SXE SEC Documents. To the Knowledge of Holdings LP, none of the SXE SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial balance sheet of Holdings LP and its consolidated subsidiaries as of December 31, 2016 and 2015 and the related consolidated statements of HCI operations, partners’ capital and noncontrolling interests, and cash flows for the years then ended (collectively, the “Audited Financial Statements”) and the unaudited consolidated balance sheet of Holdings LP and its consolidated subsidiaries as of June 30, 2017 (the “Balance Sheet”), the related consolidated statements of operations, partners’ capital and noncontrolling interests, and cash flows for the period then ended June 30(“Interim Financial Statements”) have been made available to AMID, 1997, each of which have previously been provided to ALC, and have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) books and records of Holdings LP and its consolidated subsidiaries and GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or Holdings LP and its predecessor) consolidated subsidiaries as of the dates thereof and the consolidated results of operations and their operations, cash flows and changes in partners’ equity of Holdings LP for the periods then ended ended. (subject, in the case of unaudited statements, to normal year-end audit adjustments). c) Except (i) as disclosed in Section 3.6 reflected or otherwise reserved against on the Balance Sheet as of the disclosure schedule of HCI delivered to ALC concurrently herewith June 30, 2017 (the "HCI Disclosure Schedule")“Balance Sheet Date”) (including the notes thereto) that has been made available to AMID, (ii) for those ----------------------- debts, liabilities and obligations incurred since the Balance Sheet Date in the Ordinary Course of Business, (iii) for debts, liabilities and obligations that are fully not individually or in the aggregate material to the Southcross Companies taken as a whole, and (iv) as set forth on Southcross Disclosure Schedule 3.6(c), none of the Holdings Companies has any liabilities or obligations of any nature (whether or not accrued or contingent or otherwise, whether known or unknown, and whether or not required by GAAP to be reflected or reserved against on the a 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 Holdings Companies prepared in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsor the notes thereto).

Financial Statements; Undisclosed Liabilities. (a) The financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended December 31, 1996 and the audited consolidated financial statements of HCI CCE included or incorporated by reference in the CCE Reports filed with the SEC since January 1, 2010 (including the audited consolidated balance sheet of CCE as of December 31, 2009 (the “Audited CCE 2009 Balance Sheet”) and the related audited consolidated statement of income and cash flows for the twelve (12)-month period then ended June 30(collectively, 1997with the Audited CCE 2009 Balance Sheet, each the “Audited CCE 2009 Financial Statements”)) complied as to form in all material respects with the published rules and regulations of which have previously been provided to ALCthe SEC with respect thereto, 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 the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly presented, present in accordance with the applicable requirements of GAAP, all material respects the consolidated financial position of HCI (or CCE 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 the unaudited statementsconsolidated interim financial statements included therein, to normal year-end audit adjustmentsadjustments and the absence of complete footnotes). (b) Section 4.6(b) of the CCE Disclosure Letter contains true, correct, and complete copies of the unaudited consolidated balance sheets of each of the “North American operating segment” and “corporate operating segment” (each as described in CCE’s Annual Report on Form 10-K for the year ended December 31, 2009) as of December 31, 2008 and 2009 (collectively, the “Segment Balance Sheets”), and the related unaudited consolidated statements of income of the “North American operating segment” and the “corporate operating segment” for the twelve (12)-month periods then ended (collectively, with the Segment Balance Sheets, the “Annual Segment Financial Statements”). Except The Annual Segment Financial Statements (i) as were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except for adjustments or other matters disclosed therein, the absence of complete footnotes, and subject to normal year-end adjustments), and (ii) fairly present in Section 3.6 all material respects the consolidated financial position of the disclosure schedule consolidated North American Business operating segment and corporate operating segment as of HCI the date thereof and their consolidated results of operations for the period then ended (subject to normal year-end adjustments and the absence of complete footnotes). (c) When delivered pursuant to ALC concurrently herewith Section 6.14 hereof, the Audited North American Business Financial Statements and the Unaudited North American Business Financial Statements (subject to normal year-end adjustments and the "HCI Disclosure Schedule")absence of complete footnotes) (i) will have been prepared from, and shall be, consistent with the books and records of the North American Business Entities, (ii) for those ----------------------- liabilities that are fully reflected or reserved against will have been prepared in accordance with GAAP applied on a consistent basis during the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997periods involved, and (iii) will fairly present in all material respects the consolidated financial position of the North American Business Entities as of the dates thereof and their consolidated results of operations and cash flows for liabilities the periods then ended. (d) Except for Liabilities (i) disclosed in the Audited CCE 2009 Financial Statements or any notes thereto, (ii) incurred in the ordinary course of business and consistent with past practice since June 30December 31, 19972009, neither HCI nor any (iii) set forth in Section 4.6(d) of its the CCE Disclosure Letter, or (iv) that are not reasonably likely to be material to the North American Business or prevent the consummation of the Transactions, none of the North American Business Subsidiaries has incurred any liability of any nature whatsoever (whether absolutehas, accruedor since December 31, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 19972009, has hadincurred, 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 transactionsLiabilities.

Financial Statements; Undisclosed Liabilities. (a) The financial statements of Pacesetter Home Care Groupthe Company (including any related notes and schedules thereto) included in the Company Reports complied as to form, Inc.as of their respective dates of filing with the SEC (or, HCI's predecessorif amended or superseded by a subsequent filing prior to the date hereof, for as of the year ended December 31date of such subsequent filing), 1996 in all material respects, with all applicable accounting requirements and with the consolidated financial statements published rules and regulations of HCI for the period ended June 30SEC with respect thereto (except, 1997in the case of unaudited statements, each as permitted by Form 10-Q of which have previously been provided to ALCthe SEC), 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 the periods involved (except as may be indicated in the notes thereto) disclosed therein), and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or the Company and its predecessor) as of the dates thereof Subsidiaries and the consolidated results of operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods then ended shown all in accordance with GAAP (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 absence 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 millionfootnotes). The books and records of HCI the Company 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. (b) Except for (i) those liabilities or obligations that are fully reflected or reserved for in the consolidated financial statements of the Company included in its Annual Report filed on Form 10-K for the fiscal year ended December 31, 2011, as filed with the SEC or otherwise disclosed in the Company Reports filed subsequent to the date of the filing of such annual financial statements and prior to the date hereof or (ii) liabilities or obligations incurred since December 31, 2011 in the ordinary course of business, neither Acquiror nor any of its Subsidiaries has incurred any liability or obligation of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due) other than pursuant to or as contemplated by this Agreement, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation, that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably expected to have, a Material Adverse Effect on the Company.

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 indicated. (subjectb) No Transferred Entity has any liability or obligation of any nature (whether accrued, in the case of unaudited statementsabsolute, to normal year-end audit adjustmentscontingent, unasserted or otherwise). Except , except (i) as disclosed or reserved against on the balance sheet contained in the Interim Financial Statements (excluding the notes thereto) or disclosed in Section 3.6 3.05(b) of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")Seller Letter, (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 obligations 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 the balance sheet contained in the Interim Financial Statements and (whether absolute, accrued, contingent or otherwise iii) for liabilities and whether due or to become due) obligations that, either alone or when combined with all other liabilities incurred since June 30individually and in the aggregate, 1997, has had, or would are not reasonably be expected likely to have, have a Material Adverse Effect 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 transactionsBusiness.

Financial Statements; Undisclosed Liabilities. (a) The financial statements of Pacesetter Home Care Groupthe Company (including any related notes and schedules thereto) included in the Company Reports complied as to form, Inc.as of their respective dates of filing with the SEC (or, HCI's predecessorif amended or superseded by a subsequent filing prior to the date hereof, for as of the year ended December 31date of such subsequent filing), 1996 in all material respects, with all applicable accounting requirements and with the consolidated financial statements published rules and regulations of HCI for the period ended June 30SEC with respect thereto (except, 1997in the case of unaudited statements, each as permitted by Form 10-Q of which have previously been provided to ALCthe SEC), 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 the periods involved (except as may be indicated in the notes thereto) disclosed therein), and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or the Company and its predecessor) as of the dates thereof Subsidiaries and the consolidated results of operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods then ended shown all in accordance with GAAP (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 absence 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 millionfootnotes). The books and records of HCI the Company 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. (b) Except for (i) those liabilities or obligations that are fully reflected or reserved for in the consolidated financial statements of the Company included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the SEC or (ii) liabilities or obligations incurred since December 31, 2010 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has incurred any material liability or obligation of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation, other than pursuant to or as contemplated by this Agreement.

Financial Statements; Undisclosed Liabilities. The financial (a) Seller has previously delivered or made available to Buyer the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31 in each of the years 2016 and 2017 and as of September 30, 2018 (such unaudited balance sheet as of September 30, 2018 being referred to as the “Base Balance Sheet”), and the related unaudited statements of Pacesetter Home Care Groupincome, Inc.changes in stockholders’ equity, HCI's predecessor, and cash flows for the year fiscal years then ended December 31, 1996 and the consolidated financial related statements of HCI operations, changes in stockholders’ equity, and cash flows for the nine-month period ended June September 30, 19972018 (collectively, each of which the “Financial Statements”). The Financial Statements have previously been provided to ALCprepared based upon the information contained in the Books and Records, 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, consistently applied, and present fairly in all material respects the consolidated financial position condition and results of HCI (or its predecessor) operations of the Company and the Company Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended referred to therein, subject to (subject, in A) the case absence of unaudited statements, to footnote disclosures and other presentation items and (B) changes resulting from normal year-end audit adjustments). Except adjustments that were not or are not expected to be in a material amount. (ib) as disclosed in Section 3.6 Neither the Company nor any Company Subsidiary has any liabilities of the disclosure schedule of HCI delivered any kind that would have been required to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully be reflected on or reserved against on the consolidated balance sheet of HCI included Base Balance Sheet in its financial statements for the period ended June 30accordance with GAAP that were not so reflected or reserved against, 1997, and other than (iiii) for liabilities incurred in the ordinary course of business consistent after the date of the Base Balance Sheet, (ii) Transaction Expenses, (iii) liabilities arising after the date hereof in connection with past practice since June 30the transactions contemplated hereby, 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 dueiv) 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, 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 beenDisclosure Letter, and (v) liabilities that are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsnot material.

Financial Statements; Undisclosed Liabilities. The (i) CorpBanca’s audited consolidated financial statements of Pacesetter Home Care Groupas of, Inc., HCI's predecessor, and for the year ended years ending on, December 31, 1996 2011 and the 2012 and its unaudited consolidated financial statements of HCI as of, and for the nine-month period ended June ending on, September 30, 19972013 (including, in each of which case, any related notes thereto) (the “CorpBanca Financial Statements”) that have previously been provided made available to ALC, Itaú Parties have been prepared in accordance with generally accepted IFRS and regulatory accounting principles ("GAAP") (except that guidelines passed by the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated Chilean Superintendency of Banks. The CorpBanca Financial Statements present fairly in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, all material respects the consolidated financial position position, results of HCI (or operations, changes in shareholders’ equity and cash flows of CorpBanca and its predecessor) consolidated Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended indicated therein (subjectexcept, in the case of CorpBanca’s unaudited financial statements, to for normal year-end audit adjustmentsadjustments and the absence of footnotes). Except . (ii) Since September 30, 2013, none of CorpBanca or its Subsidiaries have incurred (A) any liability or obligation, in each case of the type that would be required to be disclosed on a consolidated balance sheet of CorpBanca and its Subsidiaries prepared in accordance with IFRS or (B) to CorpBanca’s knowledge, any liability not required to be so disclosed which would reasonably be expected to have a Material Adverse Effect, except (i) liabilities or obligations reflected or reserved against in CorpBanca’s balance sheet as disclosed of September 30, 2013 (or the notes thereto) included in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")CorpBanca 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 in the ordinary course of business consistent with past practice since June September 30, 19972013 or (iii) obligations arising pursuant to the terms of the Contracts disclosed in Section 3.1(k) (or not required to be so disclosed). (iii) CorpBanca Colombia’s audited consolidated financial statements as of, neither HCI nor and for the years ending on, December 31, 2011 and 2012 and its unaudited consolidated financial statements as of, and for the nine-month period ending on, September 30, 2013 (including in each case, any related notes thereto) (the “CorpBanca Colombia Financial Statements”) that have been made available to Itaú Parties have been prepared in accordance with Colombian GAAP. The CorpBanca Colombia Financial Statements present fairly in all material respects the consolidated financial position, results of operations, changes in shareholders’ equity and cash flows of CorpBanca Colombia and its consolidated Subsidiaries as of the dates and for the periods indicated therein (except, in the case of CorpBanca Colombia’s unaudited financial statements, for normal year-end adjustments and the absence of footnotes). (iv) Since September 30, 2013, none of CorpBanca Colombia or its Subsidiaries has have incurred (A) any liability or obligation, in each case of the type that would be required to be disclosed on a consolidated balance sheet of CorpBanca Colombia and its Subsidiaries prepared in accordance with Colombian GAAP or (B) to CorpBanca’s knowledge, any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or liability not required to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or be so disclosed which would reasonably be expected to have, have a Material Adverse Effect on HCI. On Effect, except (i) liabilities or obligations reflected or reserved against in the CorpBanca Colombia’s balance sheet as of September 30, 19972013 (or the notes thereto) included in the CorpBanca Colombia Financial Statements, (ii) liabilities incurred in the outstanding indebtedness ordinary course of HCI business since September 30, 2013 or (iii) obligations arising pursuant to the terms of the Contracts disclosed in Section 3.1(l) (or not required to be so disclosed). (v) The minutes of the meetings of the Board of Directors of CorpBanca and its Subsidiaries did not exceed $5.7 million. The books CorpBanca Colombia since January 1, 2011 and records the minutes of HCI the meetings of the Board committees of CorpBanca and its Subsidiaries CorpBanca Colombia since January 1, 2011 have been, and are being, maintained in all material respects been maintained in accordance with GAAP and any other applicable requirements of Law. It maintains a system of internal accounting controls sufficient to comply with all legal and accounting requirements applicable to its and reflect only actual transactionsits Subsidiaries’ business. Since January 1, 2011, it has not identified any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting, and it has not experienced or effected any material change in internal control over financial reporting. (vi) CorpBanca Colombia and Helm Bank are in compliance, and have at all times since January 1, 2011 complied, with the “minimum capital amounts” (montos de capital mínimo) required under Article 80 of the EOSF and Title I Chapter I of Decree 2555 of 2010, as amended from time to time.

Financial Statements; Undisclosed Liabilities. The (i) Itaú Chile’s audited consolidated financial statements of Pacesetter Home Care Groupas of, Inc., HCI's predecessor, and for the year ended years ending on, December 31, 1996 2011 and the 2012 and its unaudited consolidated financial statements of HCI as of, and for the nine-month period ended June ending on, September 30, 19972013 (including, in each of which case, any related notes thereto) (the “Itaú Chile Financial Statements”) that have previously been provided made available to ALC, Corp Group Parties have been prepared in accordance with generally accepted IFRS and regulatory accounting principles ("GAAP") (except that guidelines passed by the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated Chilean Superintendency of Banks. The Itaú Chile Financial Statements present fairly in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, all material respects the consolidated financial position position, results of HCI (or operations, changes in shareholders’ equity and cash flows of Itaú Chile and its predecessor) consolidated Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended indicated therein (subjectexcept, in the case of Itaú Chile’s unaudited financial statements, to for normal year-end audit adjustmentsadjustments and the absence of footnotes). Except . (ii) Since Xxxxxxxxx 00, 0000, xxxx xx Xxxx Xxxxx or its Subsidiaries have incurred (A) any liability or obligation, in each case of the type that would be required to be disclosed on a consolidated balance sheet of Itaú Chile and its Subsidiaries prepared in accordance with IFRS or (B) to Itaú Chile’s knowledge, any liability not required to be so disclosed which would reasonably be expected to have a Material Adverse Effect, except (i) liabilities or obligations reflected or reserved against in Itaú Chile’s balance sheet as disclosed of September 30, 2013 (or the notes thereto) included in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")Itaú Chile 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 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, 19972013 or (iii) obligations arising pursuant to the terms of the Contracts disclosed in Section 3.2(k) (or not required to be so disclosed). (iii) Itaú Colombia’s audited consolidated financial statements as of, and for the outstanding indebtedness of HCI year ending on, December 31, 2012 and its Subsidiaries did not exceed $5.7 millionunaudited consolidated financial statements as of, and for the nine-month period ending on, September 30, 2013 (including in each case, any related notes thereto) (the “Itaú Colombia Financial Statements”) that have been made available to Corp Group Parties have been prepared in accordance with Colombian GAAP. The books and records of HCI and its Subsidiaries have been, and are being, maintained Itaú Colombia Financial Statements present fairly in all material respects the consolidated financial position, results of operations, changes in shareholders’ equity and cash flows of Itaú Colombia and its consolidated Subsidiaries as of the dates and for the periods indicated therein (except, in the case of Itaú Colombia’s unaudited financial statements, for normal year-end adjustments and the absence of footnotes). (iv) Since Xxxxxxxxx 00, 0000, xxxx xx Xxxx Xxxxxxxx or its Subsidiaries have incurred (A) any liability or obligation, in each case of the type that would be required to be disclosed on a consolidated balance sheet of Itaú Colombia and its Subsidiaries prepared in accordance with Colombian GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.or

Financial Statements; Undisclosed Liabilities. The (a) Except as set forth in Section 3.6 of the Seasons Disclosure Schedule, the financial statements of Pacesetter Home Care GroupSeasons (including any related notes thereto) included in the Seasons Reports complied as to form, Inc.as of their respective dates of filing with the SEC (or, HCI's predecessorif amended or superseded by a subsequent filing prior to the date hereof, for as of the year ended December 31date of such subsequent filing), 1996 in all material respects, with all applicable accounting requirements and with the consolidated financial statements published rules and regulations of HCI for the period ended June 30SEC with respect thereto (except, 1997in the case of unaudited statements, each as permitted by Form 10-QSB of which have previously been provided to ALCthe SEC), 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 the periods involved (except as may be indicated in the notes thereto) disclosed therein), and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or Seasons and its predecessor) as of the dates thereof consolidated Subsidiaries and the consolidated results of operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates 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 millionshown. The books and records of HCI Seasons 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. (b) Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of Seasons included in its Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 2006, as filed with the SEC or (ii) liabilities incurred since September 30, 2005 in the ordinary course of business consistent with past practice, neither Seasons nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), other than pursuant to or as contemplated by this Agreement.

Financial Statements; Undisclosed Liabilities. The financial (a) Section 4.6(a) of the U S WEST Merger Disclosure Schedule contains the audited consolidated balance sheet of NV and its Subsidiaries as of December 31, 1996; the audited consolidated statements of Pacesetter Home Care Group, Inc., HCI's predecessor, operations and cash flows of NV and its Subsidiaries for the year ended December 31, 1996 1996; the unaudited consolidated balance sheet of NV and the consolidated financial statements its Subsidiaries as of HCI for the period ended June September 30, 1997; and the unaudited consolidated statements of operations and cash flows of NV and its Subsidiaries for the nine months ended September 30, each 1997 (collectively, the "Domestic Wireless Financial Statements"). Except as set forth in the Domestic Wireless Financial Statements or in the notes thereto, or otherwise in this Section 4.6(a) or in Section 4.6(a) of which have previously been provided to ALCthe U S WEST Merger Disclosure Schedule, the Domestic Wireless 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 for all periods involved presented and fairly present, in all material respects (except as may be indicated subject, in the notes thereto) and fairly presentedcase of unaudited financial statements, in accordance with the applicable requirements of GAAPto normal recurring audit adjustments), the consolidated financial position of HCI (or NV and its predecessor) Subsidiaries as of the dates thereof set forth therein and the consolidated results of operations and cash flows of NV and its Subsidiaries for the periods then ended ended. (subject, in the case of unaudited statements, to normal year-end audit adjustments). b) Except (i) as disclosed set forth in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (Domestic Wireless Financial Statements or in the "HCI Disclosure Schedule")notes thereto, (ii) for those ----------------------- liabilities that are fully reflected or reserved against on as set forth in Section 4.6(b) of the consolidated balance sheet of HCI included in its financial statements for the period ended June 30U S WEST Merger Disclosure Schedule, 1997, and (iii) for liabilities and obligations in respect of Excluded Claims and Excluded Settlements and (iv) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business of the Domestic Wireless Business, neither NV nor any of the Domestic Wireless Subsidiaries has any outstanding claims, indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise) that relate to the operations of the Domestic Wireless Business that would be required by GAAP to be reflected in the consolidated balance sheet of NV and its Subsidiaries or in the notes or schedules thereto. (c) PCS Holdings has as its only assets the PCS Partnership Interests and the contract rights under this Agreement and the PCS Nucleus Agreement. PCS Holdings has no Liabilities of any nature, other than the principal amount outstanding under the (i) Assumed PCS Debt, (ii) guarantees executed in respect of the Leveraged Leases, (iii) Tax liabilities under Treasury Regulation section 1.1502-6 resulting from PCS Holdings being a member of the NV/PCS Affiliated Group and ERISA, environmental and other liabilities resulting from PCS Holdings being a Subsidiary of U S WEST (all of which shall be the sole responsibility of the U S WEST Group) and (iv) those Liabilities expressly contemplated by or arising solely out of actions pursuant to and not inconsistent with this Agreement or the PCS Nucleus Agreement. Since the date of PCS Holdings' organization, neither PCS Holdings nor any Person to which it is the successor in interest, by operation of law or otherwise, has engaged in any business or operations other than the ownership of the PCS Partnership Interests. (d) Except as set forth in Section 4.6(d) of the U S WEST Merger Disclosure Schedule or as contemplated by this Agreement, since December 31, 1996, the Domestic Wireless Business has been conducted only in the ordinary course consistent with past practice since June 30and in the manner required by Sections 3.1(b) and 3.1(d) of the Joint Venture Organization Agreement, 1997and there has not been any event, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolutechange or development, accruedother than an event, contingent change or otherwise and whether due development resulting from general economic or to become due) industry-wide conditions, that, either alone individually or when combined with all other liabilities incurred since June 30in the aggregate, 1997, has had, or would reasonably be expected to have, have a Material Adverse Effect on HCI. On September 30, 1997, with respect to the outstanding indebtedness Domestic Wireless Business or materially impair or delay the ability of HCI and U S WEST to perform 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 obligations under this Agreement or the other applicable legal and accounting requirements and reflect only actual transactionsTransaction Agreements or consummate the transactions contemplated hereby or thereby.

Financial Statements; Undisclosed Liabilities. The (a) Except as set forth in Section 4.6 of the SIB Disclosure Schedule, the financial statements of Pacesetter Home Care GroupSIB (including any related notes thereto) included in the SIB Reports complied as to form, Inc.as of their respective dates of filing with the SEC (or, HCI's predecessorif amended or superseded by a subsequent filing prior to the date hereof, for as of the year ended December 31date of such subsequent filing), 1996 in all material respects, with all applicable accounting requirements and with the consolidated financial statements published rules and regulations of HCI for the period ended June 30SEC with respect thereto (except, 1997in the case of unaudited statements, each as permitted by Form 10-Q of which have previously been provided to ALCthe SEC), 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 the periods involved (except as may be indicated in the notes thereto) disclosed therein), and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or SIB and its predecessor) as of the dates thereof consolidated Subsidiaries and the consolidated results of operations operations, changes in stockholders' equity and cash flows of such companies as of the dates 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 millionshown. The books and records of HCI SIB 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. (b) Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of SIB included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2003, as filed with the SEC or (ii) liabilities incurred since September 30, 2003 in the ordinary course of business consistent with past practice, neither SIB nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), other than pursuant to or as contemplated by this Agreement.

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 yearand recurring adjustments that were not or are not expected to be in a material amount), (iii) is derived from the books and records of the Company and the Company Subsidiaries and (iv) are in a form sufficient to comply with Rule 3-end audit adjustments)05 of Regulation S-X under the Securities Act. Except The Company and each of the Company Subsidiaries maintains a standard system of accounting established and administered in accordance with GAAP. (b) Neither the Company nor any Company Subsidiary has any liabilities of any kind that would be required to be reflected in or reserved against on a balance sheet (or disclosed in the notes thereto) prepared in accordance with GAAP, other than (i) as disclosed liabilities reflected or reserved against in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")Base Balance Sheet, (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 30after the date of the Base 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 to become dueiii) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or in connection with the transactions contemplated hereby and (iv) liabilities that have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on HCI. On September 30, 1997, Effect. (c) All material escheat and customs duties liabilities of the outstanding indebtedness of HCI Company and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its the Company Subsidiaries have been, and are being, maintained been paid in accordance with applicable Law in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsrespects.

Financial Statements; Undisclosed Liabilities. (a) The financial statements of Pacesetter Home Care GroupTrustmark (including any related notes and schedules thereto) included in the Trustmark Reports complied as to form, Inc.as of their respective dates of filing with the SEC (or, HCI's predecessorif amended or superseded by a subsequent filing prior to the date hereof, for as of the year ended December 31date of such subsequent filing), 1996 in all material respects, with all applicable accounting requirements and with the consolidated financial statements published rules and regulations of HCI for the period ended June 30SEC with respect thereto (except, 1997in the case of unaudited statements, each as permitted by Form 10-Q of which have previously been provided to ALCthe SEC), 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 the periods involved (except as may be indicated in the notes thereto) disclosed therein), and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or Trustmark and its predecessor) as of the dates thereof Subsidiaries and the consolidated results of operations operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 , none of the disclosure schedule of HCI delivered which is expected 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, 1997be material, and (iii) for liabilities incurred in to any other adjustments described therein, including 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 millionnotes thereto). The books and records of HCI Trustmark 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 requirements. (b) Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of Trustmark included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010, as filed with the SEC, (ii) this Agreement or (iii) liabilities incurred since June 30, 2010 in the ordinary course of business consistent with past practice, neither Trustmark nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and reflect only actual transactionswhether due or to become due), that either alone or when combined with all other liabilities of a type not described in clause (i), (ii) or (iii), has had, or would reasonably be expected to have, a Material Adverse Effect on the Condition of Trustmark.

Financial Statements; Undisclosed Liabilities. The Absence of --------------------------------------------------------- Certain Changes or Events. TCI has delivered to Xxxxx complete and correct ------------------------- copies of its unaudited financial statements for the TCI 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 "TCI's Financial Statements"). TCI's Financial Statements are in accordance with the books and records of TCI, 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 (except as may be indicated in covered thereby, 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 TCI 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 statementsTCI 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 TCI is herein called the "TCI Balance Sheet." At the date of the disclosure schedule of HCI delivered TCI Balance Sheet, TCI had no material liabilities required by generally accepted accounting principles to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully be reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30therein that (a) TCI has not incurred any obligation or liability (contingent or otherwise), 1997, and (iii) for liabilities except normal trade or business obligations incurred in the ordinary course of business consistent with past practice since June 30business, 1997the performance of which, neither HCI nor any to TCI's Knowledge, would be reasonably likely to, individually or in the aggregate, have a material adverse effect on the financial condition or results of its Subsidiaries operations of the TCI Cable Business; (b) there has incurred any liability of any nature whatsoever (whether absolutebeen no material adverse change in the business, accruedcondition, contingent financial 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 hadotherwise, or would reasonably be expected to haveliabilities of the TCI Cable Business (except any change affecting the United States cable industry as a whole, a Material Adverse Effect on HCI. On September 30including any change arising from (i) legislation, 1997litigation, 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 rulemaking or regulation or (ii) competition caused by or arising from other applicable legal and accounting requirements and reflect only actual transactions.multiple channel distribution services); and

Financial Statements; Undisclosed Liabilities. (a) The financial statements of Pacesetter Home Care GroupCompany (including any related notes and schedules) included in the Company Reports complied as to form, Inc.as of their respective dates of filing with the SEC (or, HCI's predecessorif amended or superseded by a subsequent filing prior to the date of this Agreement, for as of the year ended December 31date of such subsequent filing), 1996 in all material respects, with all applicable accounting requirements and with the consolidated financial statements published rules and regulations of HCI for the period ended June 30SEC (except in the case of unaudited statements, 1997, each as permitted by the rules of which have previously been provided to ALCthe SEC), 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 the periods involved (except as may be indicated expressly disclosed in the financial statements or in the notes thereto) ), and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or Company and its predecessor) as of the dates thereof Subsidiaries and the consolidated results of operations operations, changes in shareholders’ equity and cash flows of Company and its Subsidiaries as of the dates 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 millionshown. The books and records of HCI Company 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. (b) Except for (i) those liabilities that are fully reflected or reserved for in the audited consolidated financial statements of Company included in its Annual Report filed on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC, (ii) liabilities or obligations incurred in the ordinary course of business since December 31, 2023 in amounts consistent with past practice (including such liabilities contained in the Company Reports); (iii) liabilities that have been discharged or paid in full before the Effective Date; or (iv) liabilities or obligations incurred directly as a result of this Agreement, neither Company nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability, other than pursuant to or as contemplated by this Agreement or that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably expected to have, a Material Adverse Effect with respect to Company. (c) Company Disclosure Schedule 3.09(c) includes a copy of Company’s Consolidated Financial Statements for Bank Holding Companies (on Form FR Y-9C) as of September 30, 2024 which includes information regarding “off-balance sheet arrangements” effected by Company.

Financial Statements; Undisclosed Liabilities. (a) (i) The audited financial statements of Pacesetter Home Care GroupRafaella for each of the fiscal years ended June 30, Inc., HCI's predecessor, 2002 and 2003 and the consolidated audited financial statement of Rafaella for the fiscal year ended June 30, 2004 including the notes thereto, true and complete copies of which are attached hereto as Schedule 4.11(a)(i), (the “Financial Statements”) and (ii) the consolidated unaudited quarterly financial statements of Rafaella for the six months ended December 31, 1996 2004 including the notes thereto, a true and complete copy of which is attached hereto as Schedule 4.11(a)(ii) (the “December 31 Financial Statements”), such financial statements consisting of balance sheets and the consolidated financial related statements of HCI operations and cash flows for the period ended June 30fiscal years, 1997or interim periods, each of which have previously been provided to ALCas the case may be, have been (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 presented (except as may be indicated in the notes thereto), (ii) and fairly presented, in accordance with the applicable requirements of GAAP, present the consolidated financial position of HCI (or its predecessor) Rafaella as of the respective dates thereof set forth therein and the consolidated results of operations and cash flows of Rafaella for the periods then ended indicated, (subjectiii) are consistent with the books and records of Rafaella and during the three years immediately preceding the date hereof, all material transactions involving each of Rafaella and Verrazano and all material assets of each of Rafaella and Verrazano have been accurately accounted for in such books and records; and (iv) contain all necessary reserves in the case of unaudited statements, amounts required to normal year-end audit adjustments). be contained therein in accordance with GAAP. (b) Except (i) as reflected on the 2004 Balance Sheet or disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"Schedule 4.11(b), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet as of HCI included in its financial statements for the period ended June 30, 19972004 Rafaella and Verrazano did not have any material Indebtedness, obligations or Liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted). Since June 30, 2004, Rafaella and Verrazano have not incurred any Indebtedness, obligations or Liabilities of any kind (iiiwhether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted) for in an amount greater than $25,000 in the aggregate other than obligations or liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any practice. (c) Corporation has no assets or Liabilities and as of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent the Closing Date will have no assets or otherwise Liabilities other than the Assets and whether due or Assumed Liabilities acquired pursuant to become due) that, either alone or when combined with all the Contribution Agreement and the 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 transactionsTransaction Documents.

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 unqualified audit reports of BKD LLP, independent registered accountants, with respect to the 2014 financial statements and Xxxxxxxx, Xxxxxx & Associates, P.C., independent registered accountants, with respect to the 2013 and 2013 financial statements (collectively, the “Audited Financial Statements”), (ii) unaudited interim consolidated financial statements for the three months ended March 31, 2015 (the “Unaudited Financial Statements”) and (iii) the Consolidated Reports of Condition and Income of the Bank that were filed after March 31, 2012 (the “Call Reports” and collectively with the Audited Financial Statements and the Unaudited Financial Statement, the “Financial Statements”). Each of the Audited Financial Statements fairly presents, in all material respects, the consolidated financial statements condition, results of HCI operations and changes in shareholders’ equity and cash flows of the Parent and its consolidated Subsidiaries for the period ended June 30respective periods or as of the respective dates set forth therein, 1997and were prepared in accordance with GAAP, each except as may be noted therein. Each of which have previously been provided to ALCthe Unaudited Financial Statements fairly presents, in all material respects, the consolidated financial condition and results of operations of the Parent and 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 results 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). (b) The audits of the Parent and its Subsidiaries have been prepared conducted 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 auditing standards in the notes theretoUnited States of America. (c) and fairly presented, The Bank has no liability of the nature required to be disclosed in a balance sheet prepared 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 including without limitation, any uncertain tax positions, except 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 in the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, Financial Statements and (iii) for current liabilities incurred in the ordinary course Bank’s Ordinary Course of business consistent with past practice Business since June 30March 31, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever 2015 (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“Balance Sheet Date”).

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 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 (a) Section 4.6(a) of the Disclosure Schedule sets forth the consolidated unaudited balance sheet of the VSAT Business as of June 30, 2004 (the "LATEST BALANCE SHEET") and as of December 31, 2003, December 31, 2002 and December 31, 2001 and the related consolidated unaudited statements of Pacesetter Home Care Group, Inc., HCI's predecessor, operations and cash flow of the VSAT Business for the year six-month period ended June 30, 2004 and for the three years ended December 31, 1996 2003, December 31, 2002 and December 31, 2001 (collectively, the "FINANCIAL STATEMENTS"). The Financial Statements have been prepared from, and are in accordance with, the books and records of HNS on a basis consistent in all material respects with the manner in which the businesses of HNS have been reported (other than adjustments relating to the treatment of Equipment Lease Arrangements, the exclusion of businesses other than the VSAT Business or the treatment of intercompany transactions) for inclusion in the consolidated financial statements of HCI for the period ended June 30Parent, 1997, each which consolidated financial statements of which have previously been provided to ALC, have been Parent were prepared in accordance with generally accepted accounting principles GAAP consistently applied. The Financial Statements ("GAAP"including any related notes or schedules) (except that present fairly in all material respects 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 flow of the VSAT Business for the periods then ended set forth therein. (subjectb) There are no Liabilities of HNS, HNS Europe, HNS UK or the Transferred Subsidiaries relating to the VSAT Business of any nature, whether accrued, contingent, absolute, determined, determinable or otherwise, that would be required to be shown on a balance sheet prepared in accordance with GAAP and that constitute Assumed Liabilities and that 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 aggregate would reasonably be expected to have, have a Material Adverse Effect on HCI. On September the Business, other than: (i) Liabilities disclosed in the Financial Statements or clearly identified in notes thereto, (ii) Liabilities under any Contract, lease or license disclosed in the Disclosure Schedule (other than any Liabilities arising out of breaches of contract required to be disclosed in the Disclosure Schedule and not disclosed) and (iii) Liabilities incurred in the Ordinary Course of Business since June 30, 19972004. (c) The most recently filed audit accounts of the Transferred Subsidiaries registered in the United Kingdom have been prepared and audited in accordance with accounting principles, standards and practices which are generally accepted in the United Kingdom and give a true and fair view of the state of affairs of each such Transferred Subsidiary and of its profits and losses for the period to which such accounts relate. (d) Section 4.6(d) of the Disclosure Schedule sets forth all outstanding Indebtedness of the Business as of the date hereof. (e) When delivered in accordance with the terms hereof, the outstanding indebtedness of HCI Final Working Capital Statement shall have been prepared from, and its Subsidiaries did not exceed $5.7 million. The in accordance with, the books and records of HCI and its Subsidiaries have beenHNS. The Final Working Capital Statement, and are being, maintained in all material respects when delivered in accordance with GAAP the terms hereof, shall be prepared and any other applicable legal calculated in accordance with EXHIBIT G-1 and accounting requirements and reflect only actual transactionsconsistent with the preparation of the Estimated Working Capital Statement. Any disputes relating to the Final Working Capital Statement shall be governed by SECTION 2.10(F).

Financial Statements; Undisclosed Liabilities. (a) The financial Company has furnished Purchasers with (i) the audited consolidated balance sheet of the Company and the Company’s Subsidiaries as of December 31, 2011 (the “Balance Sheet Date”), December 31, 2010 and December 31, 2009, the related audited consolidated statements of Pacesetter Home Care Groupincome, Inc.stockholders’ equity and cash flows, HCI's predecessor, retained earnings and changes in financial position for the year fiscal years ended December 31, 1996 2011, December 31, 2010 and December 31, 2009 (collectively, the “Audited Financial Statements”); and (ii) the interim unaudited consolidated balance sheet of the Company and the Company’s Subsidiaries as of September 30, 2012 (the “September 2012 Balance Sheet”), and the related interim unaudited consolidated statements of income, stockholders’ equity and cash flows, retained earnings and changes in financial position for the nine (9) months then ended. The consolidated financial statements referred to above, including the footnotes thereto (collectively, the “Financial Statements”), except as described therein, and in the case of HCI the September 2012 Balance Sheet, except for the period ended June 30, 1997, each absence of which have previously been provided notes thereto and subject to ALCnormal year-end audit adjustments, have been prepared in accordance with generally accepted accounting principles NIF. ("GAAP"b) (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 The Audited Financial Statements fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects and unless otherwise specified therein, the consolidated financial position of HCI (or its predecessor) the Company and the Company’s Subsidiaries, taken as a whole, as of the dates thereof Balance Sheet Date, December 31, 2010 and December 31, 2009, respectively, and the related consolidated statements of income, stockholders’ equity and cash flows fairly present, in all material respects, the consolidated results of operations operations, stockholders’ equity and cash flows of the Company and the Company’s Subsidiaries, taken as a whole, for the periods fiscal years then ended (subjectunless otherwise specified therein. The September 2012 Balance Sheet of the Company and the Company’s Subsidiaries and the related interim unaudited consolidated statement of income fairly present, in all material respects, the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 financial position of the disclosure schedule Company and the Company’s Subsidiaries, taken as a whole, as of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")date thereof and the related consolidated statement of income fairly presents, (ii) for those ----------------------- liabilities that are fully reflected or reserved against on in all material respects, the consolidated balance sheet results of HCI included in its financial statements the operations of the Company and the Company’s Subsidiaries, taken as a whole, for the period ended June 30indicated. (c) Except as set forth in Section 3.8(c) of the Sellers Disclosure Letter, 1997the Subject Companies have no Liabilities that are not already reflected in the Financial Statements in compliance with NIF, and (iii) except for liabilities Liabilities incurred in the ordinary course Ordinary Course of business consistent with past practice since June 30Business. (d) Since the Balance Sheet Date, 1997, neither HCI nor any of its Subsidiaries no event 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, occurred which has hadresulted in, or would reasonably be expected is likely to haveresult in, 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 financial (i) Southland Bank has previously delivered or made available to Parent accurate and complete copies of (i) the balance sheets of Southland Bank as of December 31, 2002 and 2001 and the statements of Pacesetter Home Care Groupoperations, Inc., HCI's predecessor, changes in stockholders' equity and cash flows for each of the year years ended December 31, 1996 2002 and 2001, which are accompanied by the audit report of Xxxxxxxxxx & Xxxxxxxxx, LLP. The Southland Bank Financial Statements referred to herein, as well as the Southland Bank Financial Statements to be delivered pursuant to Section 6.06(c) hereof, fairly present or will fairly present, as the case may be, the financial condition of Southland Bank as of the respective dates set forth therein, and the consolidated financial statements results of HCI operations, changes in stockholders' equity and cash flows of Southland Bank for the period ended June 30, 1997, each respective periods or as of which have previously been provided to ALC, the respective dates set forth therein. (ii) The Southland Bank Financial Statements have been or will be, as the case may be, prepared in accordance with GAAP consistently applied during the periods involved, except as stated therein, and except the unaudited Southland Bank Financial Statements may not include all footnote disclosures required by GAAP. The audits of Southland Bank have been conducted 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 auditing standards. (iii) for liabilities Except as Previously Disclosed, since December 31, 2002, Southland Bank has not incurred any liability other than in the ordinary course of business consistent with past practice since June 30(excluding the incurrence of expenses related to this Agreement and the Transaction). (iv) Since December 31, 19972002, neither HCI (A) Southland Bank has conducted its businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the Transaction), (B) except as Previously Disclosed, Southland Bank has not taken nor permitted any of its Subsidiaries the actions set forth in Section 4.01 hereof between December 31, 2002 and the date hereof and (C) no event has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent occurred or otherwise and whether due or to become due) circumstance arisen that, either alone individually or when combined taken together with all other liabilities incurred since June 30facts, 1997circumstances and events (described in any paragraph of this Section 5.03 or otherwise), has had, or would is reasonably be expected likely to have, have a Material Adverse Effect on HCIwith respect to Southland Bank. (v) No agreement pursuant to which any loans or other assets have been or shall be sold by Southland Bank entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by Southland Bank, to cause Southland Bank to repurchase such loan or other asset or the buyer to pursue any other form of recourse against Southland Bank. On September 30Since December 31, 19971999, no cash, stock or other dividend or any other distribution with respect to the outstanding indebtedness Southland Bank Common Stock has been declared, set aside or paid. No shares of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries Southland Bank Common Stock have beenbeen purchased, redeemed or otherwise acquired, directly or indirectly, by Southland Bank since December 31, 2002, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsno agreements have been made to do the foregoing.

Financial Statements; Undisclosed Liabilities. The financial (a) Section 4.07(a) of the Schedules sets forth (i) the audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2022 and December 31, 2021 and the related audited consolidated statements of Pacesetter Home Care Groupcomprehensive income (loss), Inc., HCI's predecessor, changes in partners’ equity and cash flows of the Company and its Subsidiaries for the year fiscal years ended December 31, 1996 2022 and December 31, 2021, accompanied by any notes thereto and the reports of the Company’s independent accountants with respect thereto, and (ii) the unaudited condensed consolidated financial balance sheet (the “Interim Balance Sheet”) of the Company and its Subsidiaries as at September 30, 2023 (the “Most Recent Balance Sheet Date”) and the related unaudited consolidated statements of HCI comprehensive income (loss), changes in partners’ equity and cash flows of the Company and its Subsidiaries for the period nine (9) months ended June September 30, 19972023 (collectively, each of which have previously been provided to ALCthe “Financial Statements”). The Financial Statements (including any notes thereto) are true, correct and complete in all material respects and have been (i) derived from and are consistent with the books and records of the Company and its Subsidiaries, (ii) prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) GAAP consistently applied on a consistent basis during throughout the periods involved involved, and (except as may be indicated in the notes theretoiii) and fairly presentedpresent, 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 results of operations and cash flows of the Company and its Subsidiaries at the dates, and for the periods then ended periods, presented therein (subject, subject in the case of unaudited statements, to changes resulting from normal year-end audit adjustmentsadjustments required by GAAP and to the absence of notes thereto). (b) The books and records of the Company and its Subsidiaries are true and correct in all material respects and in reasonable detail accurately and fairly reflect actual, bona fide transactions of the Company and its Subsidiaries. Except The Company and its Subsidiaries maintain and comply in all material respects with a system of accounting controls sufficient to provide reasonable assurances that (i) as disclosed in Section 3.6 the business of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")Company and its Subsidiaries is operated, in all material respects, in accordance with management’s authorization and applicable Law and (ii) for those ----------------------- liabilities that transactions are fully reflected or reserved against on the consolidated balance sheet recorded as necessary to permit preparation of HCI included in its financial statements for the period ended June 30, 1997, and in conformity with GAAP. (iiic) for liabilities incurred Except as set forth in the ordinary course of business consistent with past practice since June 30, 1997Interim Balance Sheet, neither HCI the Company nor any of its the Company’s Subsidiaries has incurred any liability liabilities, obligations, debts, commitments of any kind or nature whatsoever (whether accrued, absolute, accruedcontingent, contingent unliquidated or otherwise and whether otherwise, due or to become due, matured or unmatured, known or unknown), except (i) that, either alone or when combined with all other for current liabilities incurred since June 30the Most Recent Balance Sheet Date in the Ordinary Course of Business; (ii) for liabilities incurred since the Most Recent Balance Sheet Date that are permitted by this Agreement; (iii) as set forth on Section 4.07(c) of the Schedules; (iv) under an executory portion of a Contract that have not yet been performed (which liabilities do not arise from any tort, 1997breach of Contractual Obligation or violation of any applicable Law). (d) Since the Most Recent Balance Sheet Date, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, all current assets and current liabilities have been managed by the outstanding indebtedness of HCI Company and its Subsidiaries did not exceed $5.7 million. The books and records in the Ordinary Course 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 transactionsBusiness.

Financial Statements; Undisclosed Liabilities. The (i) Itaú Chile's audited consolidated financial statements of Pacesetter Home Care Groupas of, Inc., HCI's predecessor, and for the year ended years ending on, December 31, 1996 2011 and the 2012 and its unaudited consolidated financial statements of HCI as of, and for the nine-month period ended June ending on, September 30, 19972013 (including, in each of which case, any related notes thereto) (the "Itaú Chile Financial Statements") that have previously been provided made available to ALC, Corp Group Parties have been prepared in accordance with generally accepted IFRS and regulatory accounting principles ("GAAP") (except that guidelines passed by the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated Chilean Superintendency of Banks. The Itaú Chile Financial Statements present fairly in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, all material respects the consolidated financial position position, results of HCI (or operations, changes in shareholders' equity and cash flows of Itaú Chile and its predecessor) consolidated Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended indicated therein (subjectexcept, in the case of Itaú Chile's unaudited financial statements, to for normal year-end audit adjustmentsadjustments and the absence of footnotes). Except . (ii) Since Xxxxxxxxx 00, 0000, xxxx xx Xxxx Xxxxx or its Subsidiaries have incurred (A) any liability or obligation, in each case of the type that would be required to be disclosed on a consolidated balance sheet of Itaú Chile and its Subsidiaries prepared in accordance with IFRS or (B) to Itaú Chile's knowledge, any liability not required to be so disclosed which would reasonably be expected to have a Material Adverse Effect, except (i) liabilities or obligations reflected or reserved against in Itaú Chile's balance sheet as disclosed of September 30, 2013 (or the notes thereto) included in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")Itaú Chile 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 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, 2013 or (iii) obligations arising pursuant to the outstanding indebtedness terms of HCI and its Subsidiaries did the Contracts disclosed in Section 3.2(k) (or 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 transactionsrequired to be so disclosed).

Financial Statements; Undisclosed Liabilities. (a) 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 Buyer (including any related notes and schedules thereto) included in the period ended June 30Buyer Reports complied as to form, 1997as of their respective dates of filing with the SEC (or, each if amended or superseded by a subsequent filing prior to the date hereof, as of which have previously been provided to ALCthe date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by the rules of the SEC), 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 the periods involved (except as may be indicated in the notes thereto) disclosed therein), and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or Buyer and its predecessor) as of the dates thereof Subsidiaries and the consolidated results of operations operations, changes in shareholders’ equity and cash flows of such companies as of the dates 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 millionshown. The books and records of HCI Buyer 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. (b) Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of Buyer included in its Annual Report filed on Form 10-K for the fiscal year ended December 31, 2011, and in the other Buyer Reports since December 31, 2011, as filed with the SEC, or (ii) liabilities incurred since September 30, 2012 in the Ordinary Course of Business, neither Buyer nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably expected to have, a Material Adverse Effect on Buyer.

Financial Statements; Undisclosed Liabilities. (a) The financial statements of Pacesetter Home Care GroupAcquiror (including any related notes and schedules thereto) included in the Acquiror Reports complied as to form, Inc.as of their respective dates of filing with the SEC (or, HCI's predecessorif amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC (except, in the case of unaudited statements, (i) for normal adjustments and accruals necessary to provide a fair presentation for the year ended December 31, 1996 periods presented and (ii) as permitted by Form 10-Q of the consolidated financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALCSEC), 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 the periods involved (except as may be indicated in the notes thereto) disclosed therein), and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or Acquiror and its predecessor) as of the dates thereof Subsidiaries and the consolidated results of operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates 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 millionshown. The books and records of HCI Acquiror 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. (b) Except for (i) those liabilities that are reflected or reserved for in the consolidated financial statements of Acquiror included in its Annual Report to Shareholders filed on Form 10-K for the fiscal year ended December 31, 2008, as filed with the SEC, or otherwise disclosed in the Acquiror Reports filed subsequent to the date of the filing of such annual financial statements and prior to the date hereof or (ii) liabilities incurred since December 31, 2008 in the ordinary course of business consistent with past practice, neither Acquiror nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due).

Financial Statements; Undisclosed Liabilities. (a) The financial statements of Pacesetter Home Care GroupCompany (including any related notes and schedules) included in the Company Reports complied as to form, Inc.as of their respective dates of filing with the SEC (or, HCI's predecessorif amended or superseded by a subsequent filing prior to the date of this Agreement, for as of the year ended December 31date of such subsequent filing), 1996 in all material respects, with all applicable accounting requirements and with the consolidated financial statements published rules and regulations of HCI for the period ended June 30SEC (except in the case of unaudited statements, 1997, each as permitted by the rules of which have previously been provided to ALCthe SEC), 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 the periods involved (except as may be indicated expressly disclosed in the financial statements or in the notes thereto) ), and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or Company and its predecessor) as of the dates thereof Subsidiaries and the consolidated results of operations operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries as of the dates 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 millionshown. The books and records of HCI Company 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. (b) Except for (i) those liabilities that are fully reflected or reserved for in the audited consolidated financial statements of Company included in its Annual Report filed on Form 10-K for the fiscal year ended December 31, 2017, as filed with the SEC, (ii) liabilities or obligations incurred in the ordinary course of business since December 31, 2017 in amounts consistent with past practice (including such liabilities contained in the Company Reports); (iii) liabilities that have been discharged or paid in full before the Effective Date; or (iv) liabilities or obligations incurred directly as a result of this Agreement, neither Company nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability, other than pursuant to or as contemplated by this Agreement or that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably expected to have, a Material Adverse Effect with respect to Company. (c) Company Disclosure Schedule 3.09(c) includes a copy of Company’s Consolidated Financial Statements for Bank Holding Companies (on Form FRY 9C) as of December 31, 2017 which includes information regarding “off-balance sheet arrangements” effected by Company. (d) Wolf & Company, P.C., which has expressed its opinion with respect to the financial statements of Company and its Subsidiaries (including the related notes), is and has been throughout the periods covered by such financial statements “independent” with respect to Company within the meaning of the rules of applicable bank regulatory authorities and the Public Company Accounting Oversight Board.

Financial Statements; Undisclosed Liabilities. The (a) Schedule 4.6(a) contains true and correct copies of the following financial statements (collectively, the “Financial Statements”): (i) the unaudited balance sheets of Pacesetter Home Care Groupthe Company as of December 31, Inc.2006, HCI's predecessorDecember 31, 2007 and December 31, 2008; (ii) the unaudited income statements of the Company for the year fiscal years ended December 31, 1996 2006, December 31, 2007 and December 31, 2008; (iii) the consolidated financial statements unaudited balance sheet of HCI the Company as of June 30, 2009 (the “June 30, 2009 Balance Sheet”), and (iv) the unaudited statement of income of the Company for the period six months ended June 30, 19972009. June 30, each of which have previously been provided 2009 is referred to ALC, herein as the “Balance Sheet Date.” The Financial Statements are complete and correct in all material respects and have been prepared in accordance with generally accepted accounting principles ("“GAAP") (except that ”). The Financial Statements fairly present the unaudited statements exclude ---- footnotes) applied on a consistent basis during financial condition and results of operations of the Company as of the dates and for the periods involved (except as may be indicated in the notes thereto) therein, and fairly presented, are in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as books and records of the dates thereof Company, which are accurate and complete in all material respects. There were no loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by the consolidated results of operations and cash flows Financial Accounting Standards Board in March 1975) which were not adequately provided for the periods then ended (subject, in the case June 30, 2009 Balance Sheet in accordance with GAAP. (b) The Company does not have any material liabilities or obligations of unaudited statementsany nature (whether absolute, to normal year-end audit adjustmentsaccrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise). Except , except for liabilities or obligations (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, 19972009 Balance Sheet or (ii) incurred in the Ordinary Course from and after the date of the June 30, and 2009 Balance Sheet, (iii) for liabilities incurred disclosed on the Seller’s Disclosure Schedule or (iv) under customer contracts which are not in material default. As used in this Agreement, “Ordinary Course” means matters occurring in the ordinary course of business in a manner and scope consistent with the past practice since June 30, 1997, neither HCI nor operations of the Company and which do not involve any of its Subsidiaries has incurred any liability material breach of any nature whatsoever (whether absolute, accrued, contingent contract 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 any material violation 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 transactionsLegal Requirement.

Financial Statements; Undisclosed Liabilities. The (i) CorpBanca's audited consolidated financial statements of Pacesetter Home Care Groupas of, Inc., HCI's predecessor, and for the year ended years ending on, December 31, 1996 2011 and the 2012 and its unaudited consolidated financial statements of HCI as of, and for the nine-month period ended June ending on, September 30, 19972013 (including, in each of which case, any related notes thereto) (the "CorpBanca Financial Statements") that have previously been provided made available to ALC, Itaú Parties have been prepared in accordance with generally accepted IFRS and regulatory accounting principles ("GAAP") (except that guidelines passed by the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated Chilean Superintendency of Banks. The CorpBanca Financial Statements present fairly in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, all material respects the consolidated financial position position, results of HCI (or operations, changes in shareholders' equity and cash flows of CorpBanca and its predecessor) consolidated Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended indicated therein (subjectexcept, in the case of CorpBanca's unaudited financial statements, to for normal year-end audit adjustmentsadjustments and the absence of footnotes). Except . (ii) Since September 30, 2013, none of CorpBanca or its Subsidiaries have incurred (A) any liability or obligation, in each case of the type that would be required to be disclosed on a consolidated balance sheet of CorpBanca and its Subsidiaries prepared in accordance with IFRS or (B) to CorpBanca's knowledge, any liability not required to be so disclosed which would reasonably be expected to have a Material Adverse Effect, except (i) liabilities or obligations reflected or reserved against in CorpBanca's balance sheet as disclosed of September 30, 2013 (or the notes thereto) included in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")CorpBanca Colombia 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 in the ordinary course of business consistent with past practice since June September 30, 19972013 or (iii) obligations arising pursuant to the terms of the Contracts disclosed in Section 3.1(l) (or not required to be so disclosed). (iii) CorpBanca Colombia's audited consolidated financial statements as of, neither HCI nor and for the years ending on, December 31, 2011 and 2012 and its unaudited consolidated financial statements as of, and for the nine-month period ending on, September 30, 2013 (including in each case, any related notes thereto) (the "CorpBanca Colombia Financial Statements") that have been made available to Itaú Parties have been prepared in accordance with Colombian GAAP. The CorpBanca Colombia Financial Statements present fairly in all material respects the consolidated financial position, results of operations, changes in shareholders' equity and cash flows of CorpBanca Colombia and its consolidated Subsidiaries as of the dates and for the periods indicated therein (except, in the case of CorpBanca Colombia's unaudited financial statements, for normal year-end adjustments and the absence of footnotes). (iv) Since September 30, 2013, none of CorpBanca Colombia or its Subsidiaries has have incurred (A) any liability or obligation, in each case of the type that would be required to be disclosed on a consolidated balance sheet of CorpBanca Colombia and its Subsidiaries prepared in accordance with Colombian GAAP or (B) to CorpBanca's knowledge, any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or liability not required to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or be so disclosed which would reasonably be expected to have, have a Material Adverse Effect on HCI. On Effect, except (i) liabilities or obligations reflected or reserved against in the CorpBanca Colombia's balance sheet as of September 30, 19972013 (or the notes thereto) included in the CorpBanca Colombia Financial Statements, (ii) liabilities incurred in the outstanding indebtedness ordinary course of HCI business since September 30, 2013 or (iii) obligations arising pursuant to the terms of the Contracts disclosed in Section 3.1(l) (or not required to be so disclosed). (v) The minutes of the meetings of the Board of Directors of CorpBanca and its Subsidiaries did not exceed $5.7 million. The books CorpBanca Colombia since January 1, 2011 and records the minutes of HCI the meetings of the Board committees of CorpBanca and its Subsidiaries CorpBanca Colombia since January 1, 2011 have been, and are being, maintained in all material respects been maintained in accordance with GAAP and any other applicable requirements of Law. It maintains a system of internal accounting controls sufficient to comply with all legal and accounting requirements applicable to its and reflect only actual transactionsits Subsidiaries' business. Since January 1, 2011, it has not identified any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting, and it has not experienced or effected any material change in internal control over financial reporting. (vi) CorpBanca Colombia and Helm Bank are in compliance, and have at all times since January 1, 2011 complied, with the "minimum capital amounts" (montos de capital mínimo) required under Article 80 of the EOSF and Title I Chapter I of Decree 2555 of 2010, as amended from time to time.

Financial Statements; Undisclosed Liabilities. The financial (a) Set forth on Schedule 4.06 is a copy of (i) the audited consolidated balance sheets of BMHC and the BMHC Subsidiaries at and as of December 31, 2014, 2013 and 2012 and the related audited consolidated statements of Pacesetter Home Care Groupincome, Inc., HCI's predecessor, cash flows and stockholder’s equity of BMHC and the BMHC Subsidiaries for the year years ended December 31, 1996 2014, 2013 and 2012 (in each case, including the related notes and schedules, where applicable) (the “BMHC Audited Financial Statements”) and (ii) an unaudited, consolidated balance sheet of BMHC and the BMHC Subsidiaries as of March 31, 2015, and the related statements of income, cash flows and stockholder’s equity of BMHC and the BMHC Subsidiaries for the interim period then ended (the “BMHC Unaudited Financial Statements” and, together with the BMHC Audited Financial Statements, the “BMHC Financial Statements”). (b) Except as described in the notes thereto, the BMHC Financial Statements (i) present fairly, in all material respects, the consolidated financial position and the consolidated financial statements results of HCI operations of BMHC and the BMHC Subsidiaries as of and for the period ended June 30periods presented therein (subject, 1997in the case of the BMHC Unaudited Financial Statements, each to the absence of which footnotes and to normally recurring and non-material year-end adjustments), (ii) have previously been provided to ALC, prepared from the accounting books and records of BMHC and the BMHC Subsidiaries and (iii) 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 (involved, except as may be indicated in the notes thereto) 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 (subjectexcept, in the case of unaudited statementsthe BMHC Unaudited Financial Statements, for the absence of footnotes and subject to normal normally recurring and non-material year-end audit adjustments). No financial statements of any Person other than BMHC and its consolidated Subsidiaries are required by GAAP to be included in the consolidated financial statements of BMHC. The books and records of BMHC and the BMHC Subsidiaries are true and correct in all material respects. (c) Except (i) as disclosed reflected or reserved against in Section 3.6 BMHC’s consolidated audited balance sheet as of December 31, 2014 (or 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 obligations incurred in the ordinary course of business consistent with past practice since June 30December 31, 19972014, and (iii) for liabilities incurred in connection with or contemplated by this Agreement, neither HCI BMHC nor any of its Subsidiaries BMHC Subsidiary has incurred any liability liabilities or obligations of any nature whatsoever (whether accrued, absolute, accrued, contingent or otherwise and whether due or to become dueotherwise) that, either alone individually or when combined with all other liabilities incurred since June 30in the aggregate, 1997, has had, have had or would reasonably be expected to have, have a BMHC Material Adverse Effect on HCI. On September 30Effect. (d) BMHC maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, 1997consistently applied, 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 (B) that transactions are being, maintained in all material respects executed only in accordance with GAAP the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of BMHC’s properties or assets. (e) To the Knowledge of BMHC, BMHC has no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect BMHC’s ability to record, process, summarize and report financial information. BMHC does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in BMHC’s internal control over financial reporting. To the Knowledge of BMHC, no executive officer or director of BMHC has received or otherwise had or obtained knowledge of, and to the Knowledge of BMHC, no auditor, accountant, or representative of BMHC has provided written notice to BMHC or any executive officer or director of, any substantive complaint or allegation that BMHC or any of its Subsidiaries has engaged in improper accounting practices. To the Knowledge of BMHC, no attorney representing BMHC or any of the Subsidiaries of BMHC has reported to the BMHC Board or any committee thereof or to any current director or executive officer of BMHC evidence of a material violation of United States or other securities Laws or breach of fiduciary duty by BMHC or any of its executive officers or directors. (f) Neither BMHC nor any of the BMHC Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance-sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among BMHC and any of the BMHC Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other applicable legal and accounting hand, or any “off-balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, BMHC or any of the Subsidiaries of BMHC in the BMHC Financial Statements. (g) Since January 1, 2012, none of BMHC, BMHC’s independent accountants, the BMHC Board or the audit committee of the BMHC Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of BMHC, (y) “material weakness” in the internal controls over financial reporting of BMHC or (z) fraud, whether or not material, that involves management or other employees of BMHC who have a significant role in the internal controls over financial reporting of BMHC. (h) Neither BMHC nor any of the BMHC Subsidiaries is, or has at any time since January 1, 2014, been, subject to the reporting requirements and reflect only actual transactionsof Section 13(a) or 15(d) of the Exchange Act.

Financial Statements; Undisclosed Liabilities. The financial statements Other Documents. (a) For purposes of Pacesetter Home Care Groupthis Agreement, Inc., HCI's predecessor, for "AEC --------------- Financial Statements" shall mean (x) the year ended December 31, 1996 and the audited consolidated financial statements of HCI AEC as of July 31, 1997 and July 27, 1996 and for the period fiscal years then 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 including all notes thereto) and fairly presented(y) the unaudited consolidated financial statements of AEC as of January 31, in accordance with 1998 and January 25, 1997 and for the applicable requirements six months then ended consisting of GAAP, the consolidated financial position of HCI (or its predecessor) as of the balance sheets at such dates thereof and the related consolidated results statements of operations operations, stockholders' equity and cash flows for the periods then ended which are included in the AEC SEC Documents (as defined in Section 4.6). The AEC Financial Statements have been prepared in ----------- accordance with GAAP consistently applied, present fairly the financial position, of AEC as at the dates thereof and the results of operations and cash flows of AEC for the periods covered thereby (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments). Except , and are substantially in accordance with the financial books and records of AEC. (b) AEC does not have any liabilities or obligations of any nature, whether accrued, contingent, absolute or otherwise, which individually or in the aggregate could be reasonably expected to have an AEC Material Adverse Effect (as defined below) except (i) as disclosed set forth in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith January 31, 1998 balance sheet (the "HCI Disclosure ScheduleAEC Interim Balance Sheet"), ) 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 30obligations incurred since January 31, 1997, and (iii) for liabilities incurred 1998 in the ordinary and usual 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 transactionsbusiness.

Financial Statements; Undisclosed Liabilities. (a) The financial statements of Pacesetter Home Care Groupthe Company (including any related notes and schedules thereto) included in the Company Reports complied as to form, Inc.as of their respective dates of filing with the SEC (or, HCI's predecessorif amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, (i) for normal adjustments and accruals necessary to provide a fair presentation for the year ended December 31, 1996 periods presented and (ii) as permitted by Form 10-Q of the consolidated financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALCSEC), 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 the periods involved (except as may be indicated in the notes thereto) disclosed therein), and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or the Company and its predecessor) as of the dates thereof Subsidiaries and the consolidated results of operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates 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 millionshown. The books and records of HCI the Company 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. (b) Except for (i) those liabilities that are reflected or reserved for in the consolidated financial statements of the Company included in its Annual Report on Form 10-K for the fiscal year ended July 31, 2009, as filed with the SEC or (ii) liabilities incurred since July 31, 2009 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due).

Financial Statements; Undisclosed Liabilities. (a) The financial Company has furnished Purchaser with (i) the audited consolidated balance sheet of the Company and the Company’s Subsidiaries as of December 31, 2011 (the “Balance Sheet Date”), December 31, 2010 and December 31, 2009, the related audited consolidated statements of Pacesetter Home Care Groupincome, Inc.stockholders’ equity and cash flows, HCI's predecessor, retained earnings and changes in financial position for the year fiscal years ended December 31, 1996 2011, December 31, 2010 and December 31, 2009 (collectively, the “Audited Financial Statements”); and (ii) the interim unaudited consolidated balance sheet of the Company and the Company’s Subsidiaries as of September 30, 2012 (the “September 2012 Balance Sheet”), and the related interim unaudited consolidated statements of income, stockholders’ equity and cash flows, retained earnings and changes in financial position for the nine (9) months then ended. The consolidated financial statements referred to above, including the footnotes thereto (collectively, the “Financial Statements”), except as described therein, and in the case of HCI the September 2012 Balance Sheet, except for the period ended June 30, 1997, each absence of which have previously been provided notes thereto and subject to ALCnormal year-end audit adjustments, have been prepared in accordance with generally accepted accounting principles GAAP. ("GAAP"b) (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 The Audited Financial Statements fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects and unless otherwise specified therein, the consolidated financial position of HCI (or its predecessor) the Company and the Company’s Subsidiaries, taken as a whole, as of the dates thereof Balance Sheet Date, December 31, 2010 and December 31, 2009, respectively, and the related consolidated statements of income, stockholders’ equity and cash flows fairly present, in all material respects, the consolidated results of operations operations, stockholders’ equity and cash flows of the Company and the Company’s Subsidiaries, taken as a whole, for the periods fiscal years then ended (subjectunless otherwise specified therein. The September 2012 Balance Sheet of the Company and the Company’s Subsidiaries and the related interim unaudited consolidated statement of income fairly present, in all material respects, the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 financial position of the disclosure schedule Company and the Company’s Subsidiaries, taken as a whole, as of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")date thereof and the related consolidated statement of income fairly presents, (ii) for those ----------------------- liabilities that are fully reflected or reserved against on in all material respects, the consolidated balance sheet results of HCI included in its financial statements the operations of the Company and the Company’s Subsidiaries, taken as a whole, for the period ended June 30indicated. (c) Except as set forth in Section 3.8(c) of the Seller’s Disclosure Letter, 1997the Subject Companies have no Liabilities that are not already reflected in the Financial Statements in compliance with GAAP, and (iii) except for liabilities Liabilities incurred in the ordinary course Ordinary Course of business consistent with past practice since June 30Business. (d) Since the Balance Sheet Date, 1997, neither HCI nor any of its Subsidiaries no event 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, occurred which has hadresulted in, or would reasonably be expected is likely to haveresult in, 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 financial statements (a) True and complete copies of Pacesetter Home Care Groupthe following have been made available to Buyer prior to the date hereof: (i) the unaudited combined balance sheet of the Transferred Business (the “Latest Balance Sheet”) as at February 28, Inc.2018 (such date being referred to herein as the “Balance Sheet Date”) (provided that such balance sheet reflects the Restructuring); (ii) the unaudited combined balance sheet, HCI's predecessorstatement of income, and statement of cash flows of the Transferred Business for the year nine months ended September 30, 2017, as reviewed by Xxxxxxx Xxxxx Xxxxxxxx, LLC (the “Carve-Out Reviewed Financial Statements”); (iii) the audited combined balance sheet of the Transferred Business as at December 31, 2015, December 31, 2016, and December 31, 2017; (iv) the audited combined statement of income of the Transferred Business for the years ended December 31, 1996 2015, December 31, 2016, and December 31, 2017; and (v) the consolidated financial statements audited combined statement of HCI cash flows of the Transferred Business for the period years ended June 30December 31, 19972015, each December 31, 2016, and December 31, 2017 (items (iii)-(v), the “Carve-Out Audited Financial Statements”), together with audit reports without qualification, limitation of which have previously been provided to ALCscope, have been or exception of the auditor Xxxxxxx Xxxxx Decosimo, LLC with respect thereto. (b) The Latest Balance Sheet was prepared in accordance with generally accepted accounting principles GAAP, consistently applied throughout the periods involved, and presents fairly the combined financial condition, results of operations, and cash flows of the Transferred Business ("taken as a whole) as of the times and for the periods referred to therein, subject to the absence of footnote disclosures and other presentation items. (c) The Carve-Out Audited Financial Statements and the Carve-Out Reviewed Financial Statements were prepared in accordance with 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 thereto) and fairly presented, in accordance with the applicable requirements methods, principles and classifications set forth in Schedule 3.6(c), and present fairly the combined financial condition, results of GAAPoperations, and cash flows of the consolidated financial position of HCI Transferred Business (or its predecessortaken as a whole) as of the dates thereof times and the consolidated results of operations and cash flows for the periods then ended referred to therein. (subjectd) The Latest Balance Sheet, Carve-Out Reviewed Financial Statements, and Carve-Out Audited Financial Statements were prepared in accordance with the case books and records of unaudited statementseach Acquired Company. (e) There are no inquiries or investigations pending or, to normal year-end audit adjustments). Except the Knowledge of the Company, threatened regarding any accounting practices which relate to the Acquired Companies. (f) The Acquired Companies do not have any obligations or Liabilities, except (i) as disclosed in Section 3.6 of Liabilities reflected on the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")Latest Balance Sheet, (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 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 the Balance Sheet Date and whether due or which are not material to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has hadthe Acquired Companies, or would reasonably be expected (iii) performance obligations incurred after the Balance Sheet Date pursuant to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness terms of HCI and its Subsidiaries did not exceed $5.7 million. The books and records Contracts in effect as 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 transactionsthe date hereof.

Financial Statements; Undisclosed Liabilities. The (a) Prior to the execution of this Agreement, Buyer has been provided with copies of, or access to, the following financial statements (collectively, the “Financial Statements”): (i) the audited consolidated balance sheet of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended Companies as of December 31, 1996 2012 and the audited consolidated financial statements of HCI income and cash flows of the Companies for the twelve-month period ended June then ended, together with the related notes and schedules thereto, if any; and (ii) the unaudited consolidated balance sheet of the Companies as of September 30, 19972013 (the “Latest Balance Sheet”) and the unaudited consolidated statement of operations of the Companies for the one-month period then ended (collectively, each of which have previously been provided to ALCthe “Interim Statements”). Except as set forth in the notes thereto or on Schedule 4.7, have been such Financial Statements were prepared in accordance with generally accepted GAAP using the same accounting principles ("GAAP") (principles, policies and methods as had been historically used during the ownership of the Companies by Sellers in connection with the calculation of the items reflected thereon and fairly present in all material respects the financial condition and results of operation and cash flows of the Companies as of the respective dates and for the periods covered thereby, 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) Interim Statements do not contain footnote disclosure 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 other presentation items 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). . (b) Except as set forth on Schedule 4.7, as of the date hereof, the Companies do not have any liability or obligation required by GAAP to be set forth on an unaudited consolidated balance sheet of the Companies except liabilities or obligations (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")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 in the ordinary course of business consistent since the date of the Latest Balance Sheet, (iii) included in Net Working Capital, (iv) that have been incurred in connection 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 hadthe Transactions, or would reasonably (v) that are to be expected fully satisfied prior to haveClosing. (c) Except as set forth on Schedule 4.7, a since the date of the Latest Balance Sheet to the date of this Agreement, there has been no: (i) material damage, destruction or loss to the Midstream Assets; (ii) Material Adverse Effect on HCI. On September 30Effect; or (iii) action that would require the consent of Buyer under Section 6.3(e), 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(h) or (l).

Financial Statements; Undisclosed Liabilities. The (a) Company has previously delivered or made available to Buyer accurate and complete copies of Company’s (i) audited consolidated financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year years ended December 31, 1996 2012, 2011 and 2010, accompanied by the unqualified audit reports of BKD, LLP, independent registered accountants (collectively, the “Audited Financial Statements”) and (ii) unaudited interim consolidated financial statements for the eleven months ended November 30, 2013 (the “Unaudited Financial Statements;” and collectively with the Audited Financial Statements, the “Financial Statements”). Each of the Audited Financial Statements fairly presents, in all material respects, the consolidated financial statements condition, results of HCI operations and changes in shareholders’ equity and cash flows of Company and its consolidated Subsidiaries for the period ended June 30respective periods or as of the respective dates set forth therein, 1997and were prepared in accordance with GAAP, each except as may be noted therein. Each of which have previously been provided to ALCthe Unaudited Financial Statements fairly presents, in all material respects, the consolidated financial condition and results of operations of Company and its consolidated Subsidiaries 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). (b) The audits of Company have been prepared conducted 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 auditing standards in the notes theretoUnited States of America. (c) and fairly presented, Company has no liability of the nature required to be disclosed in a balance sheet prepared 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 including without limitation, any uncertain tax positions, except 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 in the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, Financial Statements and (iii) for current liabilities incurred in the ordinary course Company’s Ordinary Course of business consistent with past practice Business since June November 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever 2013 (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“Company Balance Sheet Date”).

Financial Statements; Undisclosed Liabilities. (a) The financial Company has made available to PTIC II a true and complete copy of (i) the audited consolidated balance sheets of the Group Companies as of December 31, 2020 and the related audited consolidated statements of Pacesetter Home Care Groupincome, Inc., HCI's predecessor, member’s equity (deficit) and cash flows for the year then-ended (the “2020 Financial Statements”), (ii) the unaudited consolidated balance sheets of the Group Companies as of December 31, 1996 2021 and the related unaudited consolidated financial statements of HCI income, member’s equity (deficit) and cash flows for the year then-ended (the “2021 Financial Statements”) and (iii) the unaudited consolidated balance sheets of the Group Companies as of March 31, 2022 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of income, member’s equity (deficit) and cash flows for each period then ended June 30(the “Q122 Financial Statements”, 1997and collectively with the 2020 Financial Statements and the 2021 Financial Statements, the “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. (b) The Financial Statements (including the notes thereto) (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) 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 (subjectexcept, in the case of unaudited any audited financial statements, to as may be specifically indicated in the notes thereto and subject to, in the case of any unaudited financial statements, normal year-end audit adjustments). Except adjustments (inone of which would have, or would have reasonably expected to have, a Company Material Adverse Effect) as disclosed in Section 3.6 and the absence of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), notes thereto) and (ii) fairly present, in all material respects, the financial position, results of operations, shareholders’ equity and cash flows of the Group Companies as of the date thereof and for those ----------------------- liabilities the period indicated therein (subject to, in the case of any unaudited financial statements, normal year-end audit adjustments (none of which would have, or would be reasonably expected to have, a Company Material Adverse Effect)). The 2020 Financial Statements and 2021 Financial Statements, when the PCAOB audits are complete and such financial statements are delivered following the date of this Agreement in accordance with Section 5.16 (collectively, the “Closing Company Audited Financial Statements”), will be audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors (provided that are fully reflected such financial statements shall not be required to include a signed audit opinion as of the date of this Agreement, which signed audit opinion shall instead be delivered concurrently with the filing of the Registration Statement / Proxy Statement with the SEC) and will 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 (including Regulation S-X or reserved against on 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 or finalization of the Registration Statement / Proxy Statement, as applicable. Each quarterly unaudited consolidated balance sheet of HCI included the Group Companies and the related unaudited consolidated statements of income, member’s equity (deficit) and cash flows for each quarterly period then-ended, when delivered following the date of this Agreement by the Company in its accordance with Section 5.16 (A) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except for normal year-end audit adjustments (none of which would have, or would be reasonably expected to have, a Company Material Adverse Effect) and the absence of notes thereto), (B) will fairly present, in all material respects, the financial statements position, results of operations, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies as of the date thereof and for the period ended June 30indicated therein (subject to, 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 case of any nature whatsoever unaudited financial statements, normal year-end audit adjustments (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 hadnone of which would have, or would reasonably be expected to have, a Company Material Adverse Effect on HCI. On September 30, 1997Effect)) and (C) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the outstanding indebtedness Exchange Act and the Securities Act (including Regulation S-X or Regulation S-K, as applicable) in effect as of HCI their respective dates of delivery, at the time of filing of the Registration Statement / Proxy Statement (if delivered prior to such filing) and its Subsidiaries did not exceed $5.7 millionat the time of effectiveness or finalization of the Registration Statement / Proxy Statement, as applicable. (c) Except (i) as set forth in the Latest Balance Sheet (including the notes thereto), (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby and (iv) for Liabilities that would have, or would be reasonably expected to have, a Company Material Adverse Effect, no Group Company has any Liabilities of a type required to be set forth on a balance sheet prepared in accordance with GAAP. Except for Liabilities reflected in the Financial Statements, none of the Group Companies have any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the Securities Act or, or any off-balance sheet Liability of any nature to, or any financial interest in, any third party or entities. (d) Each Group Company is in the process of establishing systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with applicable accounting standards and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, in respect of the Group Companies, for all periods covered by the Financial Statements, have maintained books and records of HCI the Group Companies in the ordinary course of business that are accurate and its Subsidiaries have beencomplete and reflect the revenues, expenses, assets and are being, maintained liabilities of the Group Companies in all material respects respects. (e) Except as set forth in accordance with GAAP Section 3.4(e) of the Company Disclosure Schedule, since the formation of each of the Group Companies, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer or general counsel of any Group Company, the board of managers of any Group Company or any committee thereof. Except as set forth in Section 3.4(e) of the Company Disclosure Schedule, since the formation of each of the Group Companies, neither any Group Company nor the Company’s independent auditors have identified (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies or (iii) fraud, whether or not material, that involves management or other applicable legal and accounting requirements and reflect only actual transactionsemployees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies.

Financial Statements; Undisclosed Liabilities. The financial (a) Attached hereto as Section 2.4(a) of the Company Disclosure Schedule are true, correct and complete copies of (i) the audited, consolidated balance sheet of the Company as at December 31, 2014 (the “Balance Sheet Date”), including the related audited statements of Pacesetter Home Care Groupincome, Inc.stockholders’ equity and cash flows, HCI's predecessor, retained earnings and changes in financial position for the year fiscal years ended December 31, 1996 2013, December 31, 2012, and December 31, 2011, together with the audit opinion thereon of Xxxxxxx LLC (the “CPA”), and (ii) the interim unaudited reviewed consolidated balance sheet of the Company as at December 31, 2014 (the “Interim Balance Sheet”), and the related interim unaudited consolidated statements of income, stockholders’ equity and cash flows, retained earnings and changes in financial position for the twelve (12) months then ended. The financial statements of HCI for referred to above, including the period ended June 30, 1997, each of which have previously been provided to ALC, footnotes thereto (collectively the “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 GAAP consistently followed throughout the periods involved indicated and reviewed by the CPA (except as may be indicated in the notes thereto) described therein, 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 statementsinterim Financial Statements, except for the absence of notes thereto and subject to normal year-end audit adjustmentsadjustments which are not expected to be material). Except . (b) The Financial Statements fairly present the consolidated financial condition of the Company, including the results of its operations, for the periods covered thereby (subject to normal year-end adjustments in the case of any unaudited interim financial statements and except that any unaudited interim financial statements do not contain all required footnotes). (c) Since the Balance Sheet Date, except for Liabilities (i) as disclosed specified in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), Interim Balance Sheet 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 in the ordinary course of business and consistent with past practice since June 30and which, 1997in 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 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 do not exceed $5.7 million50,000, the Company has not incurred any Liabilities that would be required by GAAP to be reflected on a balance sheet of the Company (including the notes thereto). There are no off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the financial condition, including results of operations and liquidity, of the Company. (d) The Company (i) makes and keeps accurate books and records of HCI and its Subsidiaries have been, and are being, maintained that fairly reflect in all material respects the transactions and dispositions of assets of the Company, and (ii) maintains internal accounting controls which provide reasonable assurance that transactions are recorded as necessary to permit preparation of its financial statements in conformity with GAAP. In the past three years, there has been no disagreement with the CPA in connection with any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure and no dismissal of independent auditors in connection therewith. (e) Section 2.4(e) of the Company Disclosure Schedule sets forth a true, complete and correct list of all Company Indebtedness as of the date of this Agreement. (f) Section 2.4(f) of the Company Disclosure Schedule sets forth a true, complete and correct list of all accounts receivable of the Company as of the date of this Agreement. Subject to any reserves expressly set forth in the Interim Balance Sheet, all accounts receivable of the Company represent current and valid obligations arising from bona fide transactions entered into in the ordinary course of business, are not subject to any valid set-off or counterclaim and do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement, and the Company has no Knowledge of the same not being collectible from such third parties within the next 90 days. (g) The Closing Balance Sheet shows the Company's good faith estimate (based on reasonable assumptions) of the Company's financial position as of the Closing Date, prepared in US dollars, in accordance with GAAP GAAP. Section 2.4(g) of the Company Disclosure Schedules sets forth the Company’s good faith estimate of the Company Net Working Capital as of the Closing Date, including the Company Cash, the Company Transaction Expenses and any other applicable legal the Company Indebtedness. (h) Section 2.4(h) of the Company Disclosure Schedules sets forth a true, complete and accounting requirements and reflect only actual transactionscorrect list of all accounts payable of the Company as of the date of this Agreement.

Financial Statements; Undisclosed Liabilities. The financial (a) Attached hereto as Schedule 3.4 is (i) the audited consolidated balance sheet as of December 31, 2001, 2000 and 1999 and statements of Pacesetter Home Care Groupincome, Inc., HCI's predecessor, changes in partnership equity and cash flows of the Company and its Subsidiaries for the year years ended December 31, 1996 2001, 2000 and 1999 and (ii) the unaudited consolidated balance sheet as of March 31, 2002 (the "Most Recent Balance Sheet") and statements of income, changes in partnership equity and cash flows of the Acquired Companies and the consolidated financial statements of HCI Affiliated Property Owners for the period three months ended June 30March 31, 19972002 (collectively, each the "Financial Statements"). Such Financial Statements fairly present in all material respects the financial condition, results of which have previously been provided operations and cash flows of the Company as of the respective dates thereof and for the periods referred to ALC, therein and are consistent with the books and records of the Company. 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 (covered thereby, except as may be indicated in the notes thereto) noted therein 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 fact that the case of unaudited statements, financial statements may not include footnotes normally contained therein and are subject to normal year-end audit adjustments). Except . (ib) as disclosed in Section 3.6 As of the disclosure schedule of HCI delivered to ALC concurrently herewith (date hereof, except as set forth on Schedule 3.4, the "HCI Disclosure Schedule"), (ii) for those ----------------------- Acquired Companies and Affiliated Property Owners have no 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 absoluteknown or unknown, accruedwhether absolute or contingent, contingent whether liquidated or otherwise unliquidated and whether due or to become due), except for (i) thatliabilities stated or adequately reserved against on the Most Recent Balance Sheet, either alone (ii) liabilities that arose in the ordinary course of business after the date of the Most Recent Balance Sheet substantially consistent with past practice, (iii) liabilities resulting from routine litigation arising in the ordinary course of the Acquired Companies' or when combined with all other liabilities incurred since June 30the Affiliated Property Owners' business or that are adequately covered by insurance, 1997, has had, or (iv) any liability that would not 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 been100,000 individually, and are being, maintained in all material respects in accordance with GAAP (v) liabilities under the Acquired Companies' existing contracts and any other applicable legal and accounting requirements and reflect only actual transactionsagreements disclosed pursuant to Section 3.12(a) hereof but not required to be disclosed pursuant to GAAP.

Financial Statements; Undisclosed Liabilities. The financial (a) Schedule 2.10(a) consists of: (i) the Company’s unaudited balance sheet as of May 31, 2018 (the “Latest Balance Sheet”), and the related statements of Pacesetter Home Care Group, Inc., HCI's predecessor, income for the year ended five-month period then ended, (the “Interim Financial Statements”), (ii) the Company’s audited consolidated balance sheets as of December 31, 1996 2016 and December 31, 2017, together with 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 income and cash flows for the two fiscal years ended December 31, 2017 (the statements described in clauses (i) and (ii) of this Section 2.10(a), collectively, the “Financial Statements”). The Financial Statements (y) present fairly, in all material respects, the consolidated financial position, cash flows and results of operations of the Company and its Subsidiaries, as of the times and for the periods then ended referred to therein, and (subjectz) have been prepared in all material respects in conformity with GAAP, consistently applied throughout the periods covered thereby, except (A) as set forth on Schedule 2.10(a)(z), and (B) in the case of unaudited statementsthe Interim Financial Statements, to normal the effects of the absence of footnote disclosures and changes resulting from normal, recurring year-end audit adjustmentsadjustments (none of which, individually or in the aggregate, are material to the Company and its Subsidiaries, taken as a whole). . (b) Except as set forth on Schedule 2.10(b), neither the Company nor any of its Subsidiaries has any material liabilities or obligations other than (i) as disclosed in Section 3.6 of liabilities or obligations shown on the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")Latest Balance Sheet, (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 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 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 beenLatest Balance Sheet, and are being, maintained in all material respects (iii) liabilities of a type not required to be recorded on a balance sheet prepared in accordance with GAAP arising under contracts entered into in the ordinary course of business and any not arising out of a breach of such contracts, (iv) liabilities taken into consideration in the calculation of Final Aggregate Closing Consideration (but unless constituting working capital liabilities incurred in the ordinary course of business consistent with past practices addressed under Section 1.02, only to the extent such consideration resulted in an actual adjustment to Final Aggregate Closing Consideration), and (v) liabilities expressly disclosed in the other applicable legal and accounting requirements and reflect only actual transactionsDisclosure Schedules.

Financial Statements; Undisclosed Liabilities. (a) The Company has heretofore delivered to the Purchasers and included as Schedule 2.09 are the unaudited balance sheet (the "November Balance ---------------- Sheet") and statement of income of the Company as of and for the one month ----- period ended November 30, 1998. 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, have been (a) were prepared in accordance with generally accepted accounting principles the books and records of the Company; (b) subject to the absence of notes thereto, were prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP"); (c) (except that fairly present the unaudited statements exclude Company's ---- footnotes) applied on a consistent basis during financial condition and the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements results of GAAP, the consolidated financial position of HCI (or its predecessor) operations as of the dates date thereof and the consolidated results of operations period covered thereby; and cash flows (d) include all adjustments which the Company considers necessary for the periods then ended (subjecta fair presentation, in the case of unaudited statements, subject to normal year-end audit accruals and adjustments). Except (i) as with respect to the transactions disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"Schedule 2.09(d), (ii) for those ----------------------- the Company has no material liabilities that and there are fully reflected or reserved against on no material contingent liabilities not disclosed in the consolidated balance sheet of HCI included in its financial statements for the period ended June 30November Balance Sheet, 1997, and (iii) for except current liabilities incurred in the ordinary course of business consistent with past practice since June subsequent to November 30, 19971998 and any obligations arising under contracts entered into since November 30, neither HCI nor 1998 and listed on Schedule 2.11, Schedule 2.12, Schedule 2.18, Schedule 2.19 or Schedule 2.27 and 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, (including contingent liabilities) that could not individually or would in the aggregate be reasonably be expected to have, have a Material Adverse Effect on HCI. On September Effect. (b) Attached as Schedule 2.09 (b) is a combined statement of income ----------------- of the Company for the eleven month period ended November 30, 1997, 1998 (the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million"Combined Statement"). The books Combined Statement has been prepared by combining ------------------ the Company's historical income statement for the eleven month period ended November 30, 1998 with the results of operations for AGI Incorporated for the period from January 1, 1998 through March 12, 1998 and records the results of HCI operations of Xxxxxxx Robor plc for the period from January 1, 1998 through September 10, 1998. No other adjustments have been made. The Combined Statement is not necessarily indicative of the Company's results of operations that might have occurred had the acquisitions of AGI Incorporated and its Subsidiaries have beenXxxxxxx Robor plc and the related financing transactions been completed as of January 1, 1998 and are being, maintained in all material respects in accordance with GAAP and do not purport to represent what the Company's results of operations might be for any other applicable legal and accounting requirements and reflect only actual transactionsfuture period.

Financial Statements; Undisclosed Liabilities. (a) Sellers have delivered to the Purchasers the unaudited balance sheets for the Business dated September 30, 2002 and September 30, 2003 and the unaudited operating income statements for the Business for the twelve (12) month periods ended September 30, 2002 and September 30, 2003 (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. (b) 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 Purchasers, a copy of which has been attached to Schedule 4.6(b). (c) 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, (ii) disclosed. (d) The Financial Information is based upon information contained in the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. 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 (i) CCFC has previously delivered or made available to FCBI accurate and complete copies of the CCFC Financial Statements which, in the case of the consolidated statements of Pacesetter Home Care Groupfinancial condition of CCFC as of December 31, Inc.2007, HCI's predecessor2006 and 2005 and the consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows for each of the year years ended December 31, 1996 2007, 2006 and 2005, are accompanied by the audit report of McGladrey & Xxxxxx, LLP. The CCFC Financial Statements referred to herein fairly present or will fairly present, as the case may be, the financial condition of CCFC as of the respective dates set forth therein, and the consolidated financial statements results of HCI operations, changes in stockholders’ equity and cash flows of CCFC for the period ended June 30respective periods or as of the respective dates set forth therein, 1997in each case in accordance with GAAP consistently applied during the periods involved, except in each of which have previously been provided to ALC, case as may be noted therein. (ii) The CCFC Financial Statements have been or will be, as the case may be, prepared in accordance with GAAP consistently applied during the periods involved, except as stated therein. The audits of CCFC have been conducted 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 auditing standards of the dates thereof and the consolidated results United States 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 America. (iii) for liabilities Since December 31, 2007, neither CCFC nor any of its Subsidiaries has incurred any liability other than in the ordinary course of business consistent with past practice since June 30(excluding the incurrence of expenses related to this Agreement and the Transaction). (iv) Since March 31, 19972008, neither HCI (A) CCFC and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the Transaction), (B) CCFC has not taken nor permitted any of its Subsidiaries the actions set forth in Section 4.01 hereof between March 31, 2008 and the date hereof and (C) no event has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent occurred or otherwise and whether due or to become due) circumstance arisen that, either alone individually or when combined taken together with all other liabilities incurred since June 30facts, 1997circumstances and events (described in any paragraph of this Section 5.03 or otherwise), has had, or would is reasonably be expected likely to have, have a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and with respect to CCFC. (v) No agreement pursuant to which any Loans or other assets have been or shall be sold by CCFC or its Subsidiaries did not exceed $5.7 million. The books and records entitle the buyer of HCI and such Loans or other assets, unless there is material breach of a representation or covenant by CCFC or its Subsidiaries, to cause CCFC or its Subsidiaries to repurchase such Loans or other assets or the buyer to pursue any other form of recourse against CCFC or its Subsidiaries. Except as set forth in Section 5.03(g)(v) of CCFC’s Disclosure Schedule, since December 31, 2007, no cash, stock or other dividend or any other distribution with respect to the capital stock of CCFC has been declared, set aside or paid. Except as set forth in Section 5.03(g)(v) of CCFC’s Disclosure Schedule, no shares of capital stock of CCFC have beenbeen purchased, redeemed or otherwise acquired, directly or indirectly, by CCFC since December 31, 2007, and are being, maintained in no agreements have been made to do the foregoing. (vi) CCFC maintains a system of internal accounting controls sufficient to provide reasonable assurances that all material respects in accordance with GAAP information concerning CCFC is made known on a timely basis to permit the preparation of the CCFC Financial Statements and any other applicable legal and accounting requirements and reflect only actual transactionspublic disclosure documents relating to CCFC or its Subsidiaries.

Financial Statements; Undisclosed Liabilities. (a) Xxxxxxx Xxxx has previously made available, or will make available, to Mid Penn the Xxxxxxx Xxxx Regulatory Reports. The Xxxxxxx Xxxx Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, throughout the periods covered by such statements, and fairly present, or will fairly present, in all material respects the financial statements position, results of Pacesetter Home Care Group, Inc., HCI's predecessor, operations and changes in shareholders’ equity of Xxxxxxx Xxxx as of and for the year periods ended December 31on the dates thereof, 1996 in accordance with applicable regulatory accounting principles, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, applied on a consistent basis. (b) Xxxxxxx Xxxx has previously made available, or will make available, to Mid Penn the consolidated financial statements of HCI for the period ended June 30Xxxxxxx Xxxx Financial Statements. The Xxxxxxx Xxxx Financial Statements have been, 1997or will be, each of which have previously been provided to ALC, have been prepared in accordance with generally accepted accounting principles GAAP, and ("GAAP"including the related notes where applicable) (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 presentedpresent, or will fairly present, in accordance with the applicable requirements of GAAP, each case in all 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 Xxxxxxx Xxxx and the Xxxxxxx Xxxx Subsidiaries as of and for the respective periods then ended ending on the dates thereof (subjectsubject in the case of the unaudited interim statements to normal year-end adjustments and to any other adjustments described therein), in accordance with GAAP during the periods involved, except as indicated in the notes thereto and except in the case of unaudited statements, statements to normal year-end recurring audit adjustments). Except adjustments and the absence of certain footnotes. (ic) as disclosed in Section 3.6 As of the disclosure schedule date 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 each 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, 1997Xxxxxxx Xxxx Financial Statements, neither HCI Xxxxxxx Xxxx nor Xxxxxxx Xxxx Bank has had, or will have, any of its Subsidiaries has incurred any liability material liabilities, obligations or loss contingencies of any nature whatsoever (whether absolute, accrued, contingent or otherwise otherwise) of a type required to be reflected in such Xxxxxxx Xxxx Financial Statements or Xxxxxxx Xxxx Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto and except in the case of unaudited statements to normal recurring audit adjustments and the absence of certain footnotes. (d) The records, systems, controls, data and information of Xxxxxxx Xxxx and the Xxxxxxx Xxxx Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether due computerized or to become duenot) thatthat are under the exclusive ownership and direct control of Xxxxxxx Xxxx or any Xxxxxxx Xxxx Subsidiary (including all means of access thereto and therefrom), either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have, have a Material Adverse Effect on HCIEffect. On September 30Xxxxxxx Xxxx (i) has, 1997to the extent required by applicable law or GAAP, implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the outstanding indebtedness reliability of HCI financial reporting and the preparation of 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 financial statements for external purposes in accordance with GAAP GAAP, (ii) to the extent required by applicable law, has implemented and maintains disclosure controls and procedures to ensure that material information relating to Xxxxxxx Xxxx, including its consolidated Xxxxxxx Xxxx Xxxxxxxxxxxx, is made known to the chief executive officer and the chief financial officer of Xxxxxxx Xxxx by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior to the date hereof, to Xxxxxxx Xxxx’x outside auditors and the audit committee of Xxxxxxx Xxxx’x Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Xxxxxxx Xxxx’x ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other applicable legal employees who have a significant role in Xxxxxxx Xxxx’x internal control over financial reporting. These disclosures (if any) were made in writing by management to Xxxxxxx Xxxx’x auditors and audit committee and a copy has previously been made available to Mid Penn. (e) Since June 30, 2021, (i) neither Xxxxxxx Xxxx nor any of the Xxxxxxx Xxxx Xxxxxxxxxxxx, nor to the Knowledge of Xxxxxxx Xxxx, any director, officer, employee, auditor, accountant or representative of Xxxxxxx Xxxx or any of the Xxxxxxx Xxxx Xxxxxxxxxxxx, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting requirements or auditing practices, procedures, methodologies or methods of Xxxxxxx Xxxx or any of the Xxxxxxx Xxxx Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Xxxxxxx Xxxx or any of the Xxxxxxx Xxxx Subsidiaries has engaged in illegal accounting or auditing practices, and reflect only actual transactions(ii) no attorney representing Xxxxxxx Xxxx or any of the Xxxxxxx Xxxx Xxxxxxxxxxxx, whether or not employed by Xxxxxxx Xxxx or any of the Xxxxxxx Xxxx Xxxxxxxxxxxx, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Xxxxxxx Xxxx or any of its officers, directors, employees or agents to the Board of Directors of Xxxxxxx Xxxx or any committee thereof or to any director or officer of Xxxxxxx Xxxx.

Financial Statements; Undisclosed Liabilities. The financial (a) WPZ’s Current Report on Form 8-K filed with the SEC on May 7, 2015 (the “WPZ 8-K”) sets forth a true and complete copy of the consolidated audited statements of Pacesetter Home Care Groupcomprehensive income, Inc.changes in equity, HCI's predecessor, and cash flows for each of the year three years in the period ended December 31, 1996 2014 and balance sheets as of December 31, 2014 and 2013 for WPZ, including the consolidated notes thereto (the referenced financial statements of HCI for set forth in the period ended June 30, 1997, each of which have previously been provided WPZ 8-K are collectively referred to ALC, as the “WPZ Financial Statements”). The WPZ 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 covered thereby (except as may be indicated in the notes thereto) and present fairly presented, in accordance with the applicable requirements of GAAP, all material respects the consolidated financial position of HCI (or its predecessor) WPZ as of the such dates thereof and the consolidated results of operations and cash flows of WPZ for the periods then ended (subjectsuch periods, except as otherwise noted therein. Except as set forth in the case WPZ Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ SEC Reports. (b) There are no liabilities or obligations of unaudited statementsWPZ, WPZ General Partner or the WPZ Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to normal year-end audit adjustments). Except result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) as disclosed liabilities or obligations reflected or reserved against in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")WPZ 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 current liabilities incurred in the ordinary course of business consistent since December 31, 2014, (iii) liabilities and obligations incurred under or in accordance with past practice since June 30this Agreement or in connection with the transactions contemplated by this Agreement, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, accrued, contingent or otherwise and whether due otherwise) that would not, individually or to become due) thatin the aggregate, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, have a WPZ 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 financial statements (a) Seller has previously delivered or made available to Buyer (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 2008 and 2009 and the audited consolidated financial statements of HCI income and audited consolidated statements of cash flows of the Company and the Company Subsidiaries for each such year (collectively, the “Financial Statements”) and (ii) the unaudited consolidated and fiscal balance sheet of the Company and the Company Subsidiaries as of August 31, 2010 (the “Base Balance Sheet”) and the unaudited interim consolidated statements of income and cash flow statements of the Company and the Company Subsidiaries for the eight-month period ended June 30August 31, 19972010 (collectively, each the “Unaudited Interim Financial Statements”). 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 Financial Statements and the periods involved (except as may be indicated in the notes thereto) and fairly presentedUnaudited Interim Financial Statements presents 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, in each case in conformity with GAAP (subjectexcept, in the case of unaudited statementsUnaudited Interim Financial Statements, as to normal year-end audit adjustmentsand recurring adjustments that were not or are not expected to be in a material amount and for the lack of footnote disclosure). Except . (ib) as disclosed Neither the Company nor any Company Subsidiary has any liabilities of any kind that would have been required to be reflected 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 Base Balance Sheet in its financial statements for the period ended June 30accordance with GAAP and were not so reflected or reserved against, 1997, and other than (iiii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30after the date of the Base 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 to become dueii) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or in connection with the transactions contemplated hereby and (iii) liabilities that have not had and would not reasonably be expected to have, either individually or in the aggregate, 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 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 financial statements for Xxxxx liabilities as set forth on SCHEDULE 5.10. Except as set forth on SCHEDULE 5.10, since the period ended June 30date of the Xxxxx Balance Sheet, 1997with respect to the Xxxxx Cable Business: (a) Xxxxx has not incurred any obligation or liability (contingent or otherwise), and (iii) for liabilities except normal trade or business obligations incurred in the ordinary course of business consistent with past practice since June 30business, 1997the performance of which, neither HCI nor any to Xxxxx' Knowledge, would be reasonably likely to, individually or in the aggregate, have a material adverse effect on the financial condition or results of its Subsidiaries operations of the Xxxxx Cable Business; (b) there has incurred any liability of any nature whatsoever (whether absolutebeen no material adverse change in the business, accruedcondition, contingent financial 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 hadotherwise, or would reasonably be expected to haveliabilities of the Xxxxx Cable Business (except any change affecting the United States cable industry as a whole, a Material Adverse Effect on HCI. On September 30including any change arising from (i) legislation, 1997litigation, 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 rulemaking or regulation or (ii) competition caused by or arising from other applicable legal and accounting requirements and reflect only actual transactions.multiple channel distribution services); and

Financial Statements; Undisclosed Liabilities. (a) The financial Company has made available to Parent a true and complete copy of the unaudited balance sheets of the Company as of March 31, 2021 (the “Latest Balance Sheet”) and December 31, 2020, and the related unaudited statements of Pacesetter Home Care Group, Inc., HCI's predecessor, operations of the Company for the year quarters ending March 31, 2021 and March 31, 2020 and the years ended December 31, 1996 2020 and December 31, 2019 (collectively, the consolidated financial statements “Financial Statements”). Except as set forth in Section 3.5(a) of HCI for the period ended June 30Company Disclosure Schedules, 1997, each of which have previously been provided to ALC, have been the Financial Statements: (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 the periods involved (except as may be indicated in the notes thereto) and, (B) fairly present in all material respects the financial position and fairly presentedresults of operations of the Company as at the date thereof and for the period indicated therein. (b) Each of the financial statements or similar reports required to be included in the Registration Statement / Proxy Statement or any other filings to be made by the Company with the SEC in connection with the transactions contemplated by this Agreement or any Transaction Document (the financial statements described in this sentence, which the Parties acknowledge shall, with respect to historical financial statements, solely consist of the audited financial statements as of and for the years ended December 31, 2019 and December 31, 2020, along with unaudited financial statements as of and for the applicable quarterly interim periods thereafter, the “Closing Company Financial Statements”) when delivered following the date of this Agreement in accordance with Section 5.16, (i) will fairly present in all material respects the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessorthe Company as at the respective date(s) as of the dates thereof thereof, and the consolidated results of operations its operations, stockholders’ deficit and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustmentsadjustments (none of which is expected to be material) and the absence of footnotes). , (ii) will be prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of any audited financial statements, will be audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditor and (iv) will 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 of such delivery (including Regulation S-X or Regulation S-K, as applicable). (c) Except (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")Latest Balance Sheet, (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 Liabilities incurred in the ordinary course of business consistent since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities incurred in connection with past practice since June 30the negotiation, 1997, neither HCI nor preparation or execution of this Agreement or any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or Transaction Documents 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, which it is a Material Adverse Effect on HCI. On September 30, 1997party, the outstanding indebtedness performance of HCI and its Subsidiaries did not exceed $5.7 million. The books and records their respective covenants or agreements in this Agreement or any Transaction Document or the consummation of HCI and its Subsidiaries have beenthe transactions contemplated hereby or thereby, and are being(iv) for executory obligations under contracts to which the Company is a party (other than Liabilities for breach thereof), maintained in all material respects the Company has no Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP GAAP. (d) Except as set forth in Section 3.5(d) of the Company Disclosure Schedules, since the incorporation of the Company, the Company has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of the Company, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company. Prior to the Closing, the Company will have established and, from the date of such establishment, maintained, a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of the Company’s financial reporting and any other applicable legal and accounting requirements and reflect only actual transactionsthe preparation of the Company’s financial statements for external purposes in accordance with GAAP.

Financial Statements; Undisclosed Liabilities. The (a) Set forth on Schedule 3.06 in the Disclosure Schedule are true and complete copies of the following financial statements (collectively, the “Financial Statements”): (i) the audited consolidated balance sheet of Pacesetter Home Care Groupthe Company and its Subsidiaries as of such time for the fiscal years ended December 31, 2020, December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations, stockholders’ equity and cash flows for the fiscal year then ended (other than with respect to BBC Industries, Inc., HCI's predecessor, which shall be unaudited for the fiscal year ended December 31, 1996 2022); and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2023 (the “Most Recent Balance Sheet”) and the consolidated financial related statements of HCI operations and stockholders’ equity for the three-month period then ended June 30(together with the Most Recent Balance Sheet, 1997collectively, each of which have previously been provided to ALC, have been the “Most Recent Financial Statements”). (b) The Financial Statements were prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during books of account and other financial records of the periods involved (except as may be indicated in the notes thereto) Company and its Subsidiaries, and fairly presentedpresent, 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 condition, results of operations and cash flows of the Company and its Subsidiaries on a consolidated basis as of the times and dates and for the periods then ended (subjectreferred to therein, and were, except as set forth on Schedule 3.06(b), prepared in accordance with GAAP consistently applied throughout the case of unaudited statementsperiods involved; provided, however, that the Most Recent Financial Statements are subject to normal year-end audit adjustments)recurring adjustments (which are not, individually or in the aggregate, material) and lack footnotes and other immaterial presentation items. Except The amounts reflected in the Financial Statements as receivables continue to represent bona fide receivables due from customers to the Company and its Subsidiaries. (c) There is no Liability, debt or obligation of or claim against the Company or any of its Subsidiaries, except for Liabilities and obligations (i) as specifically reflected on and reserved against on the Financial Statements or expressly 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 have arisen since the Most Recent Balance Sheet in the Ordinary Course, none of which arose out of or reserved against on the consolidated balance sheet relate to a breach of HCI included in its financial statements for the period ended June 30Contract, 1997violation of Law, and tort, lawsuit, infringement or misappropriation, (iii) for liabilities incurred disclosed in the ordinary course of business consistent with past practice since June 30Disclosure Schedule or (iv) which would not, 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 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, be material to the outstanding indebtedness of HCI Company 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 transactionsthe aggregate.

Financial Statements; Undisclosed Liabilities. a. The financial Company has provided to Parent true and complete copies of (i) the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 and the related audited consolidated statements of Pacesetter Home Care Group, Inc., HCI's predecessor, income and cash flows for the calendar year then ended (including the notes or other supplementary information thereto); (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2017 and December 31, 2018, and the related statement of income for the applicable calendar year then ended; (iii) the unaudited consolidated balance sheet of the Company as of September 30, 2019 (the “Balance Sheet” and the date of such balance sheet, the “Balance Sheet Date”) and the related unaudited and consolidated statement of income for the nine (9) month period then ended; and (iv) the unaudited consolidated statement of income of the Company and its Subsidiaries for the twelve (12) month period ended December 31, 1996 2018 and the consolidated nine (9) month period ended on the Balance Sheet Date prepared under ASC 605 (collectively, the “ASC 605 Income Statements”, and all of such financial statements of HCI for described in this Section 3.7(a), collectively, the period ended June 30, 1997, each of which have previously been provided to ALC“Financial Statements”. b. The Financial Statements (i) other than the ASC 605 Income Statements, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that , consistently applied, subject, in the case of the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved interim Financial Statements, to normal year-end adjustments (except as may be indicated none of which individually or in the notes theretoaggregate will be material) and fairly presentedthe absence of footnotes, (ii) that comprise the ASC 605 Income Statements have been prepared in accordance with ASC 605, consistently applied, subject, in the applicable requirements case of GAAPthe unaudited interim ASC 605 Income Statement, to normal year-end adjustments (none of which individually or in the aggregate will be material) and the absence of footnotes, (iii) fairly present in all material respects the consolidated financial position condition of HCI (or the Company and its predecessor) Subsidiaries as of the such dates thereof and the consolidated results of the Company’s and its Subsidiaries’ operations and cash flows for the periods then ended specified, and (subject, in iv) were compiled from books and records regularly maintained by the case Company used to prepare the financial statements of unaudited statements, to normal year-end audit adjustments)the Company and its Subsidiaries. Neither the Company nor any Subsidiary of the Company owes any Indebtedness other than as set forth on the Balance Sheet. c. Except (i) as disclosed and adequately reserved against in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), Balance Sheet; (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 obligations incurred in the ordinary course of business business, consistent with past practice of the Company and its Subsidiaries since June 30, 1997the date of the Balance Sheet; or (iii) arising under this Agreement, neither HCI the Company nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent Liability that would be required to be reflected or otherwise and whether due reserved against on a balance sheet 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, 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 in all material respects notes thereto prepared in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsGAAP.

Financial Statements; Undisclosed Liabilities. The financial (a) WPZ’s Current Report on Form 8-K filed with the SEC on May 3, 2018 (the “WPZ 8-K”) sets forth a true and complete copy of the consolidated audited statements of Pacesetter Home Care Groupcomprehensive income, Inc.changes in equity, HCI's predecessor, and cash flows for each of the year three years in the period ended December 31, 1996 2017 and balance sheets as of December 31, 2017 and 2016 for WPZ, including the consolidated notes thereto (the referenced financial statements of HCI for set forth in the period ended June 30, 1997, each of which have previously been provided WPZ 8-K are collectively referred to ALC, as the “WPZ Financial Statements”). The WPZ 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 covered thereby (except as may be indicated in the notes thereto) and present fairly presented, in accordance with the applicable requirements of GAAP, all material respects the consolidated financial position of HCI (or its predecessor) WPZ as of the such dates thereof and the consolidated results of operations and cash flows of WPZ for the periods then ended (subjectsuch periods, except as otherwise noted therein. Except as set forth in the case WPZ Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ SEC Reports. (b) There are no liabilities or obligations of unaudited statementsWPZ, WPZ General Partner or the WPZ Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to normal year-end audit adjustments). Except result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) as disclosed liabilities or obligations reflected or reserved against in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")WPZ 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 current liabilities incurred in the ordinary course of business consistent since December 31, 2017, (iii) liabilities and obligations incurred under or in accordance with past practice since June 30this Agreement or in connection with the transactions contemplated by this Agreement, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, accrued, contingent or otherwise and whether due otherwise) that would not, individually or to become due) thatin the aggregate, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, have a WPZ 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 (i) Each of the balance sheets contained in any of Rancho Bank’s financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year years ended December 31, 1996 2005, 2004 and 2003 or for any period subsequent to December 31, 2005 (the consolidated “Rancho Bank Financial Statements”) (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Rancho Bank as of its date, and each of the statements of HCI income, changes in stockholders’ equity and cash flows or equivalent statements in such Rancho Bank Financial Statements (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in stockholders’ equity and changes in cash flows, as the case may be, of Rancho Bank for the period ended June 30periods to which they relate, 1997, in each of which have previously been provided to ALC, have been prepared case 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 (involved, except in each case 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 or, in the case of unaudited interim financial statements, to normal year-recurring year end audit adjustments). Except (i) as disclosed in Section 3.6 adjustments and the absence of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), certain 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 30Except as Previously Disclosed, 1997since December 31, and (iii) for liabilities 2005, Rancho Bank has not incurred any liability other than in the ordinary course of business consistent with past practice since June 30(excluding the incurrence of expenses related to this Agreement and the Transaction). (iii) Since December 31, 19972005, neither HCI (A) Rancho Bank has conducted its business in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the Transaction), (B) except as Previously Disclosed, Rancho Bank has not taken nor permitted any of its Subsidiaries the actions set forth in Section 4.01 hereof between December 31, 2005 and the date hereof and (C) no event has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent occurred or otherwise and whether due or to become due) circumstance arisen that, either alone individually or when combined taken together with all other liabilities incurred since June 30facts, 1997circumstances and events (described in any paragraph of this Section 5.03 or otherwise), has had, or would is reasonably be expected likely to have, have a Material Adverse Effect on HCIwith respect to Rancho Bank. (iv) No agreement pursuant to which any loans or other assets have been or shall be sold by Rancho Bank entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by Rancho Bank to cause Rancho Bank to repurchase such loan or other asset or the buyer to pursue any other form of recourse against Rancho Bank. On September 30Since December 31, 19972005, no cash, stock or other dividend or any other distribution with respect to the outstanding indebtedness Rancho Bank Common Stock has been declared, set aside or paid. Except as Previously Disclosed, no shares of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries Rancho Bank Common Stock have beenbeen purchased, redeemed or otherwise acquired, directly or indirectly, by Rancho Bank since December 31, 2005, and are being, maintained in no agreements have been made to do the foregoing. (v) Rancho Bank maintains a system of internal accounting controls sufficient to provide reasonable assurances that all material respects in accordance with GAAP information concerning Rancho Bank is made known on a timely basis to permit the preparation of the Rancho Bank Financial Statements and any other applicable legal and accounting requirements and reflect only actual transactionsRancho Bank public disclosure documents.

Financial Statements; Undisclosed Liabilities. The (a) Except as set forth in Section 4.6 of the SunCoast Disclosure Schedule, the financial statements of Pacesetter Home Care GroupSunCoast (including any related notes thereto) included in the SunCoast Reports complied as to form, Inc.as of their respective dates of filing with the SEC (or, HCI's predecessorif amended or superseded by a subsequent filing prior to the date hereof, for as of the year ended December 31date of such subsequent filing), 1996 in all material respects, with all applicable accounting requirements and with the consolidated financial statements published rules and regulations of HCI for the period ended June 30SEC with respect thereto (except, 1997in the case of unaudited statements, each as permitted by Form 10-QSB of which have previously been provided to ALCthe SEC), 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 the periods involved (except as may be indicated in the notes thereto) disclosed therein), and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or SunCoast and its predecessor) as of the dates thereof consolidated Subsidiaries and the consolidated results of operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates 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 millionshown. The books and records of HCI SunCoast 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. (b) Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of SunCoast included in its Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2005, as filed with the SEC or (ii) liabilities incurred since September 30, 2005 in the ordinary course of business consistent with past practice, neither SunCoast nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), other than pursuant to or as contemplated by this Agreement.

Financial Statements; Undisclosed Liabilities. The financial (i) PBV has previously delivered or made available to FCBI and FCB accurate and complete copies of the PBV Financial Statements which, in the case of the balance sheets of PBV as of December 31, 2011, 2010 and 2009 and the statements of Pacesetter Home Care Groupoperations, Inc., HCI's predecessor, stockholders’ equity and cash flows for each of the year years ended December 31, 1996 2011, 2010 and 2009, are accompanied by the audit report of Yxxxx, Hxxx & Bxxxxxx, P.C. The PBV Financial Statements fairly present or will fairly present, as the case may be, the financial condition of PBV as of the respective dates set forth therein, and the consolidated financial statements results of HCI operations, changes in stockholders’ equity and cash flows of PBV for the period ended June 30respective periods or as of the respective dates set forth therein, 1997in each case in accordance with GAAP, except in each of which have previously been provided to ALC, case as may be noted therein. (ii) The PBV Financial Statements have been or will be, as the case may be, prepared in accordance with GAAP, except as stated therein. The audits of PBV have been conducted 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 auditing standards of the dates thereof and the consolidated results United States 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 America. (iii) for liabilities Since December 31, 2011, PBV has not incurred any liability other than in the ordinary course of business consistent with past practice since June 30(excluding the incurrence of expenses related to this Agreement and the Transaction). (iv) Since December 31, 19972011, neither HCI (A) PBV has conducted its businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the Transaction), (B) PBV has not taken nor permitted any of its Subsidiaries the actions set forth in Section 4.01 hereof between December 31, 2011 and the date hereof and (C) no event has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent occurred or otherwise and whether due or to become due) circumstance arisen that, either alone individually or when combined taken together with all other liabilities incurred since June 30facts, 1997circumstances and events (described in any paragraph of this Section 5.03 or otherwise), has had, or would is reasonably be expected likely to have, have a Material Adverse Effect on HCIwith respect to PBV. (v) Except for mortgage loans and participations PBV has entered into the ordinary course of business, no agreement pursuant to which any Loans or other assets have been or shall be sold by PBV entitles the buyer of such Loans or other assets, unless there is material breach of a representation or covenant by PBV, to cause PBV to repurchase such Loans or other assets or the buyer to pursue any other form of recourse against PBV. On September 30Since December 31, 19972011, no cash, stock or other dividend or any other distribution with respect to the outstanding indebtedness capital stock of HCI and its Subsidiaries did not exceed $5.7 millionPBV has been declared, set aside or paid. The books and records In addition, no shares of HCI and its Subsidiaries capital stock of PBV have beenbeen purchased, redeemed or otherwise acquired, directly or indirectly, by PBV since December 31, 2011, and are being, maintained in no agreements have been made to do the foregoing. (vi) PBV maintains a system of internal accounting controls sufficient to provide reasonable assurances that all material respects in accordance with GAAP information concerning PBV is made known on a timely basis to permit the preparation of the PBV Financial Statements and any other applicable legal and accounting requirements and reflect only actual transactionspublic disclosure documents relating to PBV.

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 Each of the Call Reports fairly presents, in all material respects, the financial condition and results of operations of the Bank for the respective periods or as of the respective dates set forth therein except as may be noted therein. (b) The Bank has no liability of the nature required to be disclosed in a balance sheet prepared in accordance with GAAP, including without limitation, any uncertain tax positions, except for (i) as disclosed liabilities reflected or reserved against in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")Financial Statements, (ii) for those ----------------------- current liabilities that are fully reflected or reserved against on incurred in the consolidated balance sheet Bank’s Ordinary Course of HCI included in its financial statements for the period ended Business since June 30, 1997, 2015 (the “Balance Sheet Date”) and (iii) for liabilities incurred for legal, accounting, financial advising fees and out-of-pocket or other expenses incurred in connection with 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 transactionstransactions contemplated by this Agreement.

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 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). adjustments which individually and in the aggregate are not material to the Interim Financial Statements) and (iii) have been prepared in accordance with US GAAP applied on a basis consistent with the past practices of LNM and the LNM Subsidiaries. (b) Except (i) as disclosed in Section 3.6 of to the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) extent provided for those ----------------------- liabilities that are fully reflected or reserved against on the audited consolidated balance sheet of HCI included LNM and the LNM Subsidiaries as at December 31, 2003, including the notes thereto, neither LNM nor any LNM Subsidiary has any material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which ought to be provided for or otherwise taken into account or disclosed in its financial statements for the period ended June 30prepared in accordance with US GAAP, 1997, and (iii) except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2003 and except for liabilities provided for on the unaudited consolidated interim balance sheet of LNM and the LNM Subsidiaries as at June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever 2004. (whether absolute, accrued, contingent or otherwise c) LNM 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 the 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 LNM Subsidiaries have been, devised and are being, maintained in all material respects maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of annual financial statements in accordance with GAAP and US GAAP. (d) Since December 31, 2003, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the LNM Board or any other applicable legal and accounting requirements and reflect only actual transactionscommittee thereof.

Financial Statements; Undisclosed Liabilities. (a) The financial unaudited balance sheet of Parent as of September 30, 2007, and the related unaudited statements of Pacesetter Home Care Groupincome, Inc., HCI's predecessor, cash flow and stockholders’ equity for the year ended December 31nine-month period then ended, 1996 and as included in Parent’s SEC Documents, fairly present in all material respects the consolidated financial statements condition 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) Parent as of the dates thereof indicated, and the consolidated results of operations and cash flows of the Parent for the respective periods then ended (subjectindicated, in accordance with GAAP, applied on a consistent basis throughout the case of unaudited statementsperiods indicated (unless otherwise required by GAAP), except that such financial statements are subject to normal customary inter-period and year-end audit adjustments). adjustments and do not contain all footnotes required by GAAP. (b) Except (i) for liabilities identified as disclosed such 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 Parent’s above-referenced financial statements for (including the period ended June 30, 1997, and (iiifootnotes thereto) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries Parent has incurred any liability of any nature whatsoever (whether absolute, no accrued, contingent or otherwise other Liabilities of any nature, either matured or unmatured and whether due or to become duedue of a type required to be reflected in financial statements prepared in accordance with GAAP, or, to Parent’s Knowledge, of a type not required by GAAP to be reflected in financial statements, other than (i) that, either alone liabilities or when combined with all other liabilities obligations incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 19972007 in connection with identifying potential Business Combinations, performing due diligence with respect to potential acquisition targets and otherwise 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 beenbusiness, (ii) Transaction Expenses, (iii) Permitted Parent Indebtedness, and are being(iv) recurring liabilities for accounting, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements certain administrative services. (c) Acquisition Sub has no assets or properties of any kind, does not now conduct and reflect only actual transactionshas never conducted any business, and has and will have at the Closing no obligations or liabilities of any nature whatsoever except such obligations and liabilities as are imposed under this Agreement.

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) Section 4.5(a) of Pacesetter Home Care Groupthe Disclosure Schedule sets forth (i) the unaudited consolidated balance sheet, Inc.together with the related unaudited consolidated statement of income, HCI's predecessor, for the Company and its Subsidiaries as of and for the year ended December 31, 1996 2004; (ii) the audited balance sheet, together with the related audited statement of income for Advest, Inc. ("Advest") as of and for the consolidated year ended December 31, 2004 (the financial statements referred to in clauses (i) and (ii), the "Annual Financial Statements"); and (iii) the unaudited consolidated balance sheet, together with the related unaudited consolidated statement of HCI income, for the Company and its Subsidiaries as of and for the six (6) month period ended June 30, 19972005 (the "Interim Financial Statements" and, each together with the Annual Financial Statements, the "Financial Statements"). The Financial Statements, and all Focus reports filed by Advest with the SEC during and as of which the periods covered by the Financial Statements (and in the case of Focus reports, through the month ended July 31, 2005), have previously been provided to ALCprepared based on the books and records of the Company or Advest, as applicable, 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 GAAP (except as may be otherwise required by the rules and regulations of the SEC or any Self-Regulatory Organization in the case of the Focus reports or as indicated in the notes theretoto the Financial Statements) consistent with past practice, and fairly presentedpresent in all material respects the financial condition and results of operations of the Company or Advest, in accordance with the applicable requirements of GAAPas applicable, the consolidated financial position of HCI (or its predecessor) as of the respective dates thereof and the consolidated results of operations and cash flows or for the respective periods then ended set forth therein. (subject, in the case of unaudited statements, to normal year-end audit adjustments). b) Except (i) as disclosed reflected or adequately reserved against 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 in its financial statements for the period ended which have been incurred since June 30, 1997, and (iii) for liabilities incurred 2005 in the ordinary course of business consistent with past practice since June 30and (iii) as set forth on Section 4.5(b) of the Disclosure Schedule, 1997there are no liabilities or obligations, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever secured or unsecured (whether absolute, accrued, contingent or otherwise and whether due otherwise), matured or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or unmatured that 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 (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 referred to therein and, as applicable, are consistent with the books and records of the Company and its Subsidiaries; provided, however, that the Financial Statements referred to in clauses (subjectii) and (iii) above (A) do not include the footnotes required by GAAP, in the case of unaudited statements, and (B) are subject to normal recurring year-end audit adjustmentsadjustments 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 aggregate, material. (b) None of the Company or any of its Subsidiaries has any liabilities or obligations of any nature (whether known or unknown, whether absolute or contingent, whether determined or determinable, whether liquidated or unliquidated and whether due or to become due or otherwise). Except , except for (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 and obligations reflected or reserved against on the consolidated Reference Balance Sheet, (ii) contractual liabilities or obligations incurred in the Ordinary Course of Business which are not required by GAAP (applied in accordance with the accounting principles, policies and procedures of the Company applied in preparing the Reference Balance Sheet) to be reflected on a balance sheet and which, as of HCI included the date hereof, are not in its financial statements for the period ended June 30, 1997aggregate material, and (iii) for other liabilities and obligations which have been incurred in the ordinary course Ordinary Course of business consistent Business since the Reference Balance Sheet Date, and which, as of the date hereof, are not in the aggregate, material. (c) The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide assurance that (i) transactions are executed in accordance with past practice since June 30management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization and unauthorized acquisition, 1997use or disposition of the Company’s assets is detected; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) The Company has not received and, neither HCI nor to the Company’s knowledge, no complaint, allegation, assertion or claim has been made, whether in writing or orally, to any director or officer of the Company or any of its Subsidiaries, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or its internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has incurred engaged in questionable accounting or auditing practices, or any liability oral or written notification of an event or condition that would constitute a (x) ”significant deficiency” or (y) ”material weakness” in the Company’s internal controls. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in AU Section 325, Communicating Internal Control Related Matters Identified in an Audit, of the American Institute of Certified Public Accountants professional standards. To the Company’s knowledge, there has been no material violation of securities laws or breach of fiduciary duty by the Company or any of its Subsidiaries or any of their respective officers or members of their respective boards of directors. To the Company’s knowledge, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, controller, or the board of directors or any committee thereof of the Company or any of its Subsidiaries. The Company has not identified, nor has it received any notice of, fraud, whether or not material, involving management or other employees who have a role in the preparation of the Company’s financial statements or the Company’s internal control over financial reporting, (e) None of the Company or any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet, partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company or any of its Subsidiaries, on the other hand, including any structured finance, special purpose or limited purpose entity or Person, and any “off balance sheet arrangements” (as that term is defined in Item 303(a) of Regulation S‑K under the Securities Exchange Act of 1934, as amended)). (f) The Company has made available for inspection by the Buyer copies of all books of account relating to the Company or any of its Subsidiaries. (g) The Company has not entered into any currently effective Contract with any customer that expressly provides for the contingency of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or refund 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 paid 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 transactionssuch customer.

Financial Statements; Undisclosed Liabilities. The financial (a) Casella has furnished Purchaser with true and complete copies of (a) the unaudited consolidated balance sheets of FCR and its respective Subsidiaries as at April 30, 2010 (the “Balance Sheet Date”), April 30, 2009, and April 30, 2008 and the related unaudited consolidated statements of Pacesetter Home Care Group, Inc., HCI's predecessor, income and members’ equity and statements of cash flows for the year ended December fiscal years then ended, and (b) the interim unaudited consolidated balance sheet of FCR and its Subsidiaries as at October 31, 1996 2010 and the related interim unaudited consolidated financial statements of HCI income and members’ equity and statement of cash flows for the period three and six month periods then ended June 30(collectively, 1997the “Financial Statements”). Except for the absence of notes thereto, each the allocations of assets and liabilities therein and subject to normal year-end audit adjustments which have previously been provided to ALCwill not be material, the 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 GAAP consistently followed throughout the periods involved indicated. (except as may be indicated b) The unaudited balance sheets of FCR and its Subsidiaries referred to in the notes thereto) and this Section 4.7 fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or FCR and its predecessor) Subsidiaries as of the respective dates thereof thereof, and the consolidated related statements of income or operations and cash flows fairly present, in all material respects, the results of operations and cash flows of FCR and its Subsidiaries and the changes in their financial position for the periods fiscal years then ended (subjectended, as applicable. There were no changes in the case method of unaudited statementsapplication of the accounting policies or changes in the method of applying the use of estimates in the preparation of the Financial Statements as compared with Xxxxxxx’x audited financial statements for the corresponding fiscal periods, as applicable. (c) None of FCR or any of its Subsidiaries has any claims or Liabilities (whether known or unknown, absolute or contingent, liquidated or unliquidated, due or to normal year-end audit adjustmentsbecome due, primary or secondary, direct or indirect, accrued, or otherwise). Except , except for (i) as disclosed in Section 3.6 of Liabilities shown on 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 accounts payable to trade creditors and accruals incurred subsequent to the consolidated balance sheet Balance Sheet Date in the ordinary course of HCI included in its financial statements for the period ended June 30business consistent with past practice, 1997(iii) Liabilities arising under any Contract (other than as a result of a breach thereof), and (iiiiv) for liabilities other Liabilities incurred in the ordinary course of business consistent with past practice since June 30that do not individually or in the aggregate exceed $500,000. (d) There are no material off-balance sheet arrangements, 1997within the meaning of Item 303 of Regulation S-K of the United States Securities and Exchange Commission, neither HCI nor attributable to FCR or any of its Subsidiaries, to which the Companies or any of their respective Subsidiaries has incurred is a party or by which 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 their assets are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsbound.

Financial Statements; Undisclosed Liabilities. (a) The unaudited financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, Cymedix for the year ended December 31, 1996 and the consolidated financial statements of HCI for the period six months ended June 30, 19971997 heretofore delivered to the Company comply as to form in all material respects with applicable accounting requirements, 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) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with present the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) Cymedix as of the dates thereof and the consolidated its results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Except . (b) Cymedix does not have any material liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise), except (i) as disclosed disclosed, reflected or fully reserved against in Section 3.6 its balance sheet as of the disclosure schedule of HCI delivered to ALC concurrently herewith June 30, 1997 (the "HCI Disclosure Schedule")Cymedix Balance Sheet) and the notes thereto, (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included items set forth in its financial statements for the period ended June 30Schedule 4.6, 1997, and (iii) for liabilities and ------------- obligations incurred in the ordinary course of business consistent with past practice since June 30the date of the Balance Sheet and not in violation of this Agreement and (iv) for Taxes. (c) Except as set forth in Schedule 4.6, 1997(i) Cymedix and any ------------ affiliated group, within the meaning of Code section 1504, of which Cymedix is or has been a member, has filed or caused to be filed in a timely manner (within any applicable extension periods) all material Tax returns, reports and forms required to be filed by the Code or by applicable state, local or foreign tax laws, (ii) all Taxes required to be paid by Cymedix have been timely paid in full and all Taxes for current periods are adequately provided for, and (iii) no tax liens have been filed and no material claims are being asserted in writing with respect to any Taxes. The federal income tax returns filed by Cymedix have never been examined by the Internal Revenue Service. (d) Except as set forth in Schedule 4.6, there are no outstanding ------------ agreements or waivers extending the statutory period of limitation applicable to any material Tax returns required to be filed with respect to Cymedix, and neither HCI Cymedix nor any affiliated group, within the meaning of its Subsidiaries Code section 1504, of which Cymedix is or has incurred been a member has requested any liability extension of time within which to file any nature whatsoever material Tax return that remains unfiled as of the date hereof. (whether absolute, accrued, contingent or otherwise and whether due or to become duee) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, Cymedix is not a Material Adverse Effect on HCI. On September 30, 1997, United States real property holding corporation within the outstanding indebtedness meaning 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 transactionsCode section 897.

Financial Statements; Undisclosed Liabilities. (a) The financial statements of Pacesetter Home Care Groupthe Company (including any related notes and schedules thereto) included in the Company Reports complied as to form, Inc.as of their respective dates of filing with the SEC (or, HCI's predecessorif amended or superseded by a subsequent filing prior to the date hereof, for as of the year ended December 31date of such subsequent filing), 1996 in all material respects, with all applicable accounting requirements and with the consolidated financial statements published rules and regulations of HCI for the period ended June 30SEC with respect thereto (except, 1997in the case of unaudited statements, each as permitted by Form 10-Q of which have previously been provided to ALCthe SEC), have been were 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 (except as may be indicated in the notes thereto) disclosed therein), and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or the Company and its predecessor) as of the dates thereof Subsidiaries and the consolidated results of operations operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 , none of the disclosure schedule of HCI delivered which is expected 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, 1997be material, and (iii) for liabilities incurred in to any other adjustments described therein, including 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 millionnotes thereto). The books and records of HCI the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with U.S. GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (b) Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of the Company included in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010, as filed with the SEC, (ii) this Agreement and the Share Purchase Agreement or (iii) liabilities incurred since March 31, 2010 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), that either alone or when combined with all other liabilities of a type not described in clause (i), (ii) or (iii), has had, or would reasonably be expected to have, a Material Adverse Effect on the Company.

Financial Statements; Undisclosed Liabilities. (a) The Company has delivered to Parent true and complete copies of the following financial statements statements: (i) the audited consolidated balance sheet of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended 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 income (loss), changes in stockholders’ equity and cash flows for the respective periods then ended (such financial statements, the “Audited Financial Statements”); and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of January 31, 2023 (the “Balance Sheet Date”) and the related unaudited consolidated statements of operations and comprehensive income (loss) and cash flows for the one (1) month period ended June 30ending on the Balance Sheet Date (such financial statements, 1997the “Unaudited Financial Statements” together with the Audited Financial Statements, each of which the “Financial Statements” and such balance sheet, the “Balance Sheet”). (b) The Financial Statements (i) have previously been provided to ALCbased upon the information contained in the Company’s and its Subsidiaries’ books and records, (ii) 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 covered thereby, and (except as may be indicated in the notes theretoiii) and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position position, changes in stockholders’ equity, results of HCI (or operations and the cash flows of the Company and its predecessor) Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subjectended, subject to, in the case of unaudited statementsthe Unaudited Financial Statements, to the absence of footnotes and normal year-end audit adjustmentsadjustments (none of which would be material, individually or in the aggregate). Except . (ic) as disclosed in Section 3.6 Neither the Company nor any of its Subsidiaries has any liabilities or obligations which would be required to be reflected or reserved against on a consolidated balance sheet of the disclosure schedule of HCI delivered to ALC concurrently herewith Company prepared in accordance with GAAP except for liabilities or obligations (the "HCI Disclosure Schedule"), (iia) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for Balance Sheet (including the period ended June 30notes thereto), 1997, and (iiib) for liabilities incurred after the Balance Sheet Date in the ordinary course of business consistent (none of which relate to any alleged or actual breach of Contract, breach of warranty, tort, infringement, violation of or liability under any applicable Law or in connection with past practice since June 30any Proceeding), 1997(c) as expressly contemplated by this Agreement or (d) as would not, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absoluteindividually or in the aggregate, 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, be material to the outstanding indebtedness of HCI Company and its Subsidiaries did not exceed $5.7 million. The books Subsidiaries, taken as a whole. (d) Section 3.5(d) of the Company Disclosure Schedules sets forth the amount of Company Cash and records Cash Equivalents (other than Restricted Cash) as 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 transactionsthe date of this Agreement.

Financial Statements; Undisclosed Liabilities. (a) Financial Statements. The Company has previously delivered to Parent or attached to Section 3.07(a) of the Company Disclosure Schedule, are the following financial statements (collectively the “Financial Statements”): (i) the Company’s consolidated audited balance sheet and statements of Pacesetter Home Care Groupoperations, Inc., HCI's predecessor, changes in shareholders’ deficit and cash flows as of and for the year stated years ended December 31, 1996 2004 and (ii) the Company’s consolidated financial unaudited balance sheet and statements of HCI operations, changes in shareholders’ deficit and cash flows as of and for the period interim periods beginning January 1, 2005 and ended June September 30, 19972005 (collectively, each of which have previously been provided the “Most Recent Financial Statements”) (the month ended September 30, 2005 is hereinafter referred to ALC, as the “Most Recent Fiscal Month End”). The 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 throughout the periods involved (except to the extent required by changes in GAAP or as may be indicated in the notes thereto, if any) (hereinafter, “Consistently Applied”) and present fairly presented, in accordance with the applicable requirements of GAAP, all material respects the consolidated financial position of HCI (or the Company and its predecessor) Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods then ended (subjectindicated; provided, in that, the case of unaudited statements, Most Recent Financial Statements are subject to normal year-end audit adjustments)adjustments (which are not material on a consolidated basis) and omit footnotes and other presentation items which are required by GAAP. Except (i) as disclosed in Section 3.6 The Financial Statements reflect all adjustments necessary for a fair presentation 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 transactionsinformation contained therein.

Financial Statements; Undisclosed Liabilities. The financial statements (a) Section 2.6(a) of Pacesetter Home Care Groupthe Seller Disclosure Schedule sets forth the following: (i) the unaudited balance sheet of the Company as of May 25, Inc., HCI's predecessor, 2019 (the “Latest Balance Sheet”) and the related statement of earnings for the year ended five (5)-month period then ended; (ii) the unaudited balance sheets of the Company as of December 29, 2018, December 30, 2017 and December 31, 1996 2016 and the consolidated related statements of earnings, comprehensive income, member’s capital and cash flows for the years then ended; (iii) the unaudited balance sheets of the Acquired Real Estate Subsidiaries as of May 31, 2019 and the related income statements and statements of cash flow for the five (5)-month period then ended; and (iv) the unaudited balance sheets of the Acquired Real Estate Subsidiaries as of December 31, 2018 and December 31, 2017 and the related income statements and statements of cash flow for the years then ended (all such financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided 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 theretoforegoing clauses (i) through (iv), the “Financial Statements”). (b) The Financial Statements were prepared from the books and fairly presentedrecords of the Company or the Acquired Real Estate Subsidiaries, as applicable, and present fairly, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or its predecessor) as of the Company and the Acquired Real Estate Subsidiaries at the respective dates thereof and the consolidated results of operations and cash flows of the Company and the Acquired Real Estate Subsidiaries for the respective periods then ended (subject, covered thereby in accordance with GAAP applied on a consistent basis throughout the case of unaudited statements, to normal year-end audit adjustments). Except periods covered except (i) as disclosed in Section 3.6 for the absence of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")notes, (ii) for those ----------------------- liabilities as disclosed therein or (iii) as set forth in Section 2.6(b) of the Seller Disclosure Schedule. (c) Except as would not and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, since January 1, 2016, none of the Seller Parties, the Acquired Entities nor, to the Seller Parties’ Knowledge, any of their respective auditors, accountants or other Representatives has received written notice (or, to the Seller Parties’ Knowledge, oral notice) of any complaint, allegation or claim regarding the accounting practices, procedures, methodologies or methods of the Acquired Entities, including any complaint, allegation or claim that are fully any Acquired Entity has engaged in fraudulent or questionable accounting practices. (d) No Equity Security of any Acquired Entity is registered under the Securities Act or the Exchange Act or is listed on any securities exchange. No Acquired Entity is subject to the periodic reporting requirements of the Exchange Act or the periodic reporting or corporate governance requirements of any foreign Governmental Authority that performs a similar function to that of the SEC or the requirements of any securities exchange or quotation system. (e) Except as would not be and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, no Acquired Entity has any Liability, other than (i) any Liability disclosed, reflected or reserved against on for in the consolidated balance sheet of HCI included in its financial statements for Latest Balance Sheet, (ii) any Liability that would be an Unpaid Transaction Expense if not paid prior to the period ended June 30Closing, 1997, and (iii) for liabilities any Liability incurred in the ordinary course of business consistent with past practice since June 30the date of the Latest Balance Sheet, 1997(iv) Liabilities disclosed in Section 2.6(e)(iv) of the Seller Disclosure Schedule or (v) performance obligations under Contracts entered into in the ordinary course of business or Permits, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolutewhich obligations, 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 the terms thereof, are required to be discharged following the Closing (except to the extent any other applicable legal and accounting requirements and reflect only actual transactionssuch Liability arises from an Acquired Entity’s breach of Contract or violation of Law). (f) Section 2.6(f) of the Seller Disclosure Schedule discloses all of each Acquired Entity’s Indebtedness as of the date hereof.

Financial Statements; Undisclosed Liabilities. The (i) CorpBanca’s audited consolidated financial statements of Pacesetter Home Care Groupas of, Inc., HCI's predecessor, and for the year ended years ending on, December 31, 1996 2011 and the 2012 and its unaudited consolidated financial statements of HCI as of, and for the nine-month period ended June ending on, September 30, 19972013 (including, in each of which case, any related notes thereto) (the “CorpBanca Financial Statements”) that have previously been provided made available to ALC, Itaú Parties have been prepared in accordance with generally accepted IFRS and regulatory accounting principles ("GAAP") (except that guidelines passed by the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated Chilean Superintendency of Banks. The CorpBanca Financial Statements present fairly in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, all material respects the consolidated financial position position, results of HCI (or operations, changes in shareholders’ equity and cash flows of CorpBanca and its predecessor) consolidated Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended indicated therein (subjectexcept, in the case of CorpBanca’s unaudited financial statements, to for normal year-end audit adjustmentsadjustments and the absence of footnotes). Except . (ii) Since September 30, 2013, none of CorpBanca or its Subsidiaries have incurred (A) any liability or obligation, in each case of the type that would be required to be disclosed on a consolidated balance sheet of CorpBanca and its Subsidiaries prepared in accordance with IFRS or (B) to CorpBanca’s knowledge, any liability not required to be so disclosed which would reasonably be expected to have a Material Adverse Effect, except (i) liabilities or obligations reflected or reserved against in CorpBanca’s balance sheet as disclosed of September 30, 2013 (or the notes thereto) included in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")CorpBanca 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 in the ordinary course of business consistent with past practice since June September 30, 19972013 or (iii) obligations arising pursuant to the terms of the Contracts disclosed in Section 3.1(k) (or not required to be so disclosed). (iii) CorpBanca Colombia’s audited consolidated financial statements as of, neither HCI nor and for the years ending on, December 31, 2011 and 2012 and its unaudited consolidated financial statements as of, and for the nine-month period ending on, September 30, 2013 (including in each case, any related notes thereto) (the “CorpBanca Colombia Financial Statements”) that have been made available to Itaú Parties have been prepared in accordance with Colombian GAAP. The CorpBanca Colombia Financial Statements present fairly in all material respects the consolidated financial position, results of operations, changes in shareholders’ equity and cash flows of CorpBanca Colombia and its consolidated Subsidiaries as of the dates and for the periods indicated therein (except, in the case of CorpBanca Colombia’s unaudited financial statements, for normal year-end adjustments and the absence of footnotes). (iv) Since September 30, 2013, none of CorpBanca Colombia or its Subsidiaries has have incurred (A) any liability or obligation, in each case of the type that would be required to be disclosed on a consolidated balance sheet of CorpBanca Colombia and its Subsidiaries prepared in accordance with Colombian GAAP or (B) to CorpBanca’s knowledge, any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or liability not required to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or be so disclosed which would reasonably be expected to have, have a Material Adverse Effect on HCI. On Effect, except (i) liabilities or obligations reflected or reserved against in the CorpBanca Colombia’s balance sheet as of September 30, 19972013 (or the notes thereto) included in the CorpBanca Colombia Financial Statements, (ii) liabilities incurred in the outstanding indebtedness ordinary course of HCI business since September 30, 2013 or (iii) obligations arising pursuant to the terms of the Contracts disclosed in Section 3.1(l) (or not required to be so disclosed). (v) The minutes of the meetings of the Board of Directors of CorpBanca and its Subsidiaries did not exceed $5.7 million. The books CorpBanca Colombia since January 1, 2011 and records the minutes of HCI the meetings of the Board committees of CorpBanca and its Subsidiaries CorpBanca Colombia since January 1, 2011 have been, and are being, maintained in all material respects been maintained in accordance with GAAP and any other applicable requirements of Law. It maintains a system of internal accounting controls sufficient to comply with all legal and accounting requirements applicable to its and reflect only actual transactionsits Subsidiaries’ business. Since January 1, 2011, it has not identified any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting, and it has not experienced or effected any material change in internal control over financial reporting. (xx) XxxxXxxxx Xxxxxxxx and Helm Bank are in compliance, and have at all times since January 1, 2011 complied, with the “minimum capital amounts” (montos de capital mínimo) required under Article 80 of the EOSF and Title I Chapter I of Decree 2555 of 2010, as amended from time to time.

Financial Statements; Undisclosed Liabilities. Exhibit 2.1 (a) The financial audited consolidated balance sheets of Blackwater Midstream and its subsidiaries as of March 31, 2012 and Blackwater and its subsidiaries as of March 31, 2013, and the related consolidated statements of Pacesetter Home Care Groupincome, Inc., HCI's predecessor, shareholder’s equity and cash flow for the year periods then ended December 31, 1996 and the consolidated notes thereto (collectively, the “Audited Financial Statements”), all certified by MaloneBailey LLP (i) are included on Blackwater Disclosure Schedule 4.6(a), (ii) were prepared in accordance with GAAP consistently applied throughout the periods presented and (iii) present fairly in all material respects the financial statements position and the results of HCI operations of Blackwater Midstream and its subsidiaries and Blackwater and its subsidiaries, respectively, as of the dates and for the period ended June periods indicated therein. (b) Blackwater Disclosure Schedule 4.6(b) sets forth a true and complete copy of the unaudited balance sheet as of September 30, 1997, each 2013 and the related statement of which have previously been provided to ALC, income for Blackwater (the “Blackwater Financial Statements”). The Blackwater Financial Statements present fairly in all material respects the financial position of Blackwater as of the date thereof. The Blackwater Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") (GAAP consistently applied throughout the periods presented, except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except Blackwater Financial Statements do not include any notes. Except as may be indicated required by GAAP, or as disclosed in the notes thereto) and fairly presentedBlackwater Financial Statements, there were no changes in accordance with the applicable requirements method of GAAP, application of Blackwater’s accounting policies or changes in the consolidated financial position method of HCI (or its predecessor) as applying Blackwater’s use of estimates in the preparation of the dates thereof Blackwater Financial Statements as compared with past practice. (c) There are no liabilities or obligations of any Blackwater Entity of any nature (whether known or unknown and the consolidated results of operations and cash flows for the periods then ended (subjectwhether accrued, in the case of unaudited statementsabsolute, to normal year-end audit adjustments). Except contingent or otherwise) other than (i) as disclosed liabilities or obligations reflected or reserved against in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (Blackwater Financial Statements or the "HCI Disclosure Schedule")Audited 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 current liabilities incurred in the ordinary course of business consistent with past practice since June September 30, 19972013, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever and (iii) liabilities or obligations (whether known or unknown and whether accrued, absolute, accrued, contingent or otherwise and whether due otherwise) that would not, individually or to become due) thatin the aggregate, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, have a Blackwater Material Adverse Effect on HCI. On September 30Effect. (d) Blackwater Disclosure Schedule 4.6(d) sets forth a true and complete list of the individual components (indicating the amount and to whom the Indebtedness is owed) of all Indebtedness outstanding with respect to the Blackwater Entities, 1997, other than unsecured trade payables 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 in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsbusiness.

Financial Statements; Undisclosed Liabilities. (a) The Company Disclosure Schedules set forth the following financial statements (the “Financial Statements”): (i) the audited consolidated balance sheet of Pacesetter Home Care Groupthe Company and its Subsidiaries as of December 31, Inc.2014, HCI's predecessorDecember 31, 2013 and December 31, 2012 and the related audited consolidated statements of loss and comprehensive loss, members’ equity and cash flows for the year fiscal years ended December 31, 1996 2014, December 31, 2013 and December 31, 2012 (the “Audited Financial Statements”) and (ii) the unaudited consolidated financial statements balance sheet of HCI for the period ended Company and its Subsidiaries as of June 30, 19972015, each and the related unaudited consolidated statements of which have previously been provided to ALC, loss and comprehensive loss and cash flows for the six (6) month period ended on such date (the “Unaudited Financial Statements”). 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 basis consistent basis during the with prior periods involved (except as may be indicated in the notes thereto) and fairly presented, present in accordance with the applicable requirements of GAAP, all material respects the consolidated financial position condition of HCI (or the Company and its predecessor) Subsidiaries as of the their respective dates thereof and the consolidated results loss, comprehensive loss, membership equity or cash flows, as the case may be, of operations the Company and cash flows its Subsidiaries for the respective periods then ended (covered thereby, subject, in the case of unaudited statementsthe Unaudited Financial Statements, to normal yearthe absence of footnote disclosure and to normal, recurring end-end audit adjustments). Except of-period adjustments that are not, in the aggregate, material. (b) The Company and its Subsidiaries do not have any material liabilities, debts, claims or obligations (whether accrued, contingent, known, unknown, absolute, direct, indirect or otherwise) of any nature, whether due or to become due, other than (i) as liabilities reflected or reserved against in the Financial Statements 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 since the date of the Unaudited Financial Statements 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 the type reflected or reserved for in the Unaudited Financial Statements or (whether absolute, accrued, contingent iii) liabilities disclosed in the Company Disclosure Schedules 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 documents listed in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactionsthe Company Disclosure Schedules.

Financial Statements; Undisclosed Liabilities. (a) The financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended December 31, 1996 and the audited consolidated financial statements of HCI CCE included or incorporated by reference in the CCE Reports filed with the SEC since January 1, 2010 (including the audited consolidated balance sheet of CCE as of December 31, 2009 (the "Audited CCE 2009 Balance Sheet") and the related audited consolidated statement of income and cash flows for the twelve (12)-month period then ended June 30(collectively, 1997with the Audited CCE 2009 Balance Sheet, each the "Audited CCE 2009 Financial Statements")) complied as to form in all material respects with the published rules and regulations of which have previously been provided to ALCthe SEC with respect thereto, 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 the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly presented, present in accordance with the applicable requirements of GAAP, all material respects the consolidated financial position of HCI (or CCE 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 the unaudited statementsconsolidated interim financial statements included therein, to normal year-end audit adjustmentsadjustments and the absence of complete footnotes). (b) Section 4.6(b) of the CCE Disclosure Letter contains true, correct, and complete copies of the unaudited consolidated balance sheets of each of the "North American operating segment" and "corporate operating segment" (each as described in CCE's Annual Report on Form 10-K for the year ended December 31, 2009) as of December 31, 2008 and 2009 (collectively, the "Segment Balance Sheets"), and the related unaudited consolidated statements of income of the "North American operating segment" and the "corporate operating segment" for the twelve (12)-month periods then ended (collectively, with the Segment Balance Sheets, the "Annual Segment Financial Statements"). Except The Annual Segment Financial Statements (i) as were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except for adjustments or other matters disclosed therein, the absence of complete footnotes, and subject to normal year-end adjustments), and (ii) fairly present in Section 3.6 all material respects the consolidated financial position of the disclosure schedule consolidated North American Business operating segment and corporate operating segment as of HCI the date thereof and their consolidated results of operations for the period then ended (subject to normal year-end adjustments and the absence of complete footnotes). (c) When delivered pursuant to ALC concurrently herewith Section 6.14 hereof, the Audited North American Business Financial Statements and the Unaudited North American Business Financial Statements (subject to normal year-end adjustments and the "HCI Disclosure Schedule")absence of complete footnotes) (i) will have been prepared from, and shall be, consistent with the books and records of the North American Business Entities, (ii) for those ----------------------- liabilities that are fully reflected or reserved against will have been prepared in accordance with GAAP applied on a consistent basis during the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997periods involved, and (iii) will fairly present in all material respects the consolidated financial position of the North American Business Entities as of the dates thereof and their consolidated results of operations and cash flows for liabilities the periods then ended. (d) Except for Liabilities (i) disclosed in the Audited CCE 2009 Financial Statements or any notes thereto, (ii) incurred in the ordinary course of business and consistent with past practice since June 30December 31, 19972009, neither HCI nor any (iii) set forth in Section 4.6(d) of its the CCE Disclosure Letter, or (iv) that are not reasonably likely to be material to the North American Business or prevent the consummation of the Transactions, none of the North American Business Subsidiaries has incurred any liability of any nature whatsoever (whether absolutehas, accruedor since December 31, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 19972009, has hadincurred, 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 transactionsLiabilities.

Financial Statements; Undisclosed Liabilities. (a) The Company has provided RSOL, at least 2 (two) business days prior to the date of this Agreement, true and complete copies of the following (the financial statements referred to in clauses (i) and (ii) below being collectively referred to as the “Historical Financials”): (i) the audited consolidated balance sheets of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended Company and its Subsidiaries as of December 31, 1996 2010, December 31, 2009, and the consolidated financial December 31, 2008, and statements of HCI income, retained earnings and cash flows for each of the three years then ended (the “Year End Financials”); and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2011 and statement of operations for the period three months then ended June 30(the “Most Recent Financials”). (b) The Year End Financials (including the related schedules and notes, 1997, each of which have previously been provided to ALC, if any) have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) , and GAAP has been applied on a consistent basis during the consistently throughout all periods involved (except as may be indicated in the notes thereto) and fairly presented, covered. The Most Recent Financials have been prepared in accordance with GAAP (except for the applicable requirements omission of GAAPdisclosure notes and year-end adjustments) and the Company and its Subsidiaries’ past principles, practices and procedures for preparing financial statements for interim periods. The Historical Financials (including the consolidated notes) present fairly in all material respects the financial position condition of HCI (or the Company and its predecessor) Subsidiaries as of the such 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 Company and its Subsidiaries for such periods. The Company and its Subsidiaries have maintained systems of HCI delivered internal accounting controls sufficient to ALC concurrently herewith provide reasonable assurances that (the "HCI Disclosure Schedule")A) all transactions are executed in accordance with management’s general or specific authorization, (iiB) for those ----------------------- liabilities that all transactions are fully reflected or reserved against on recorded as necessary to permit the consolidated balance sheet preparation of HCI included in its annual and interim financial statements in conformity with GAAP and to maintain proper accountability for the period ended June 30, 1997items, and (iiiC) for liabilities incurred access to their property and assets is permitted only in accordance with management’s general or specific authorization, in each case except where 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 failure to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or do so would not 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 transactionsCompany.

Financial Statements; Undisclosed Liabilities. The financial (a) Parent’s Current Report on Form 8-K filed with the SEC on May 7, 2015 (the “Parent 8-K”) sets forth a true and complete copy of the consolidated audited statements of Pacesetter Home Care Groupincome, Inc.comprehensive income, HCI's predecessorchanges in equity, and cash flows for each of the year three years in the period ended December 31, 1996 2014 and balance sheets as of December 31, 2014 and 2013 for Parent, including the consolidated notes thereto (the referenced financial statements of HCI for set forth in the period ended June 30, 1997, each of which have previously been provided Parent 8-K are collectively referred to ALC, as the “Parent Financial Statements”). The Parent 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 covered thereby (except as may be indicated in the notes thereto) and present fairly presented, in accordance with the applicable requirements of GAAP, all material respects the consolidated financial position of HCI (or its predecessor) Parent as of the such dates thereof and the consolidated results of operations income and cash flows of Parent for the periods then ended (subjectsuch periods, except as otherwise noted therein. Except as set forth in the case Parent Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a Parent Material Adverse Effect. Parent has not had any disagreement with its independent public accounting firm that required disclosure in the Parent SEC Reports. (b) There are no liabilities or obligations of unaudited statementsParent or the Parent Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to normal year-end audit adjustments). Except result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) as disclosed liabilities or obligations reflected or reserved against in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule")Parent 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 current liabilities incurred in the ordinary course of business consistent since December 31, 2014, (iii) liabilities and obligations incurred under or in accordance with past practice since June 30this Agreement or in connection with the transactions contemplated by this Agreement, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, accrued, contingent or otherwise and whether due otherwise) that would not, individually or to become due) thatin the aggregate, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, have a Parent 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 (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 referred to therein and are consistent with the books and records of the Company and its subsidiaries; provided, however, that the Financial Statements referred to in clauses (subjectii), in the case (iii) and (iv) of unaudited statements, this Section 5.3(a) are subject to normal recurring year-end audit adjustments)adjustments and do not include footnotes. Except The Company and its Subsidiaries have made available for inspection by the Buyer complete and accurate copies of all books of account relating to the Company and its Subsidiaries, and such books of account have been maintained in accordance with good business and bookkeeping practices. (b) The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) as disclosed transactions are executed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), accordance with management’s general or specific authorizations; (ii) for those ----------------------- liabilities that transactions are fully reflected or reserved against on the consolidated balance sheet recorded as necessary to permit preparation of HCI included in its financial statements for the period ended June 30, 1997, in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for liabilities incurred assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) Neither the Company, any Subsidiary nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether made in writing or made orally to any director, executive officer, or inside or outside legal counsel to the Company or any Subsidiary regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary or their internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Subsidiary has engaged in questionable accounting or auditing practices and any oral or written notification of a (x) “reportable condition” or (y) “material weakness” in the ordinary course Company’s or any Subsidiary’s internal controls. For purposes of business consistent with past practice since June 30this Agreement, 1997the terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standards 60, neither HCI as in effect on the date hereof. No attorney representing the Company or any Subsidiary, whether or not employed by the Company or any Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, any Subsidiary or any of their respective officers, directors, employees or agents to the Company’s or any Subsidiary’s board of directors or any committee thereof or to any director or officer of the Company or any Subsidiary. There have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel or similar legal officer, the Company’s or any Subsidiary’s board of directors or any committee thereof. (d) The Company and its Subsidiaries are not a party to, and do not have any commitment to become a party to, any joint venture, off-balance sheet, partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among the Company or its Subsidiaries, on the one hand, and any Affiliate of the Company or its Subsidiaries, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, and any “off-balance sheet arrangements” (as that term is defined in Item 303(a) of Regulation S-K of the Securities and Exchange Commission). (e) Neither the Company nor any of its Subsidiaries Subsidiary has incurred any liability of any nature whatsoever (whether absoluteknown or unknown, accruedwhether absolute or contingent, contingent whether liquidated or otherwise unliquidated and whether due or to become due), except for (a) thatliabilities reflected on the Reference Balance Sheet or on Schedule 5.3(d) hereto, either alone or when combined with all other (b) liabilities which have arisen since the Reference Balance Sheet Date in the Ordinary Course of Business and (c) contractual 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, in the outstanding indebtedness Ordinary Course of HCI and its Subsidiaries did Business which are not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects required by GAAP (applied in accordance with GAAP the Accounting Principles) to be reflected on a balance sheet and any other applicable legal and accounting requirements and reflect only actual transactionswhich are not in the aggregate material.

Financial Statements; Undisclosed Liabilities. The financial statements Absence of Pacesetter Home Care GroupCertain ----------------------------------------------------------------- Changes or Events. Insight has delivered to AT&T 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 financial statements of HCI three-month period ended March 31, 2000 (with the following exceptions: (i) for the Scottsburg, Indiana Insight System, the 1999 income and expense summary statement is for the period ended June 30commencing on March 22, 19971999 (the date of acquisition) and ending December 31, each 1999, (ii) for the Portland, Indiana Insight System, the 1999 income and expense summary statement is for the period commencing on March 31, 1999 (the date of which have previously been provided acquisition) and ending December 31,1999, and (iii) there are no financial statements for the Campbellsburg and Medora, Indiana Insight Systems (approximately 700 subscribers)), including all notes and schedules thereto, if any (all of such financial statements and notes being hereinafter referred to ALCas "Insight's Financial Statements"). Insight's Financial Statements are in accordance with the books and records of Insight or Insight Central Ohio, have been as applicable, 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 ----------------------- neither Insight with respect to the Insight Systems, nor Insight Central Ohio had any material liabilities 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) neither Insight nor Insight Central Ohio has 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 Insight Central Ohio 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, 1997the Central Ohio Common Interests or in the business, condition, 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 States of its Subsidiaries Georgia, Illinois, Indiana or Ohio 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 dueliabilities of Insight's Cable Business or any Insight System or the Insight Assets. Except as disclosed on Schedule 5.10, Holdings (Central Ohio) 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 does 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 transactionsliabilities.

Financial Statements; Undisclosed Liabilities. The Other Documents. (a) For purposes of this Agreement, "GIANT --------------- Financial Statements" shall mean (x) the audited consolidated financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended GIANT as of December 31, 1996 and December 31, 1997 and for the fiscal years then ended (including all notes thereto) which are included in the GIANT SEC Documents (as defined in Section 4.6), and (y) the unaudited consolidated ------------ financial statements of HCI GIANT as of September 30, 1998 and September 30, 1997 and for the period nine months then ended June 30, 1997, each consisting 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 balance sheets at such dates thereof and the related consolidated results statements of operations operations, stockholders' equity and cash flows for the periods then ended ended. The GIANT Financial Statements have been prepared in accordance with GAAP consistently applied, present fairly in all material respects the financial position, of GIANT as at the dates thereof and the results of operations and cash flows of GIANT for the periods covered thereby (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments). Except , and are substantially in accordance with the financial books and records of GIANT. (b) GIANT does not have any liabilities or obligations of any nature, whether accrued, contingent, absolute or otherwise, which individually or in the aggregate could be reasonably expected to have a GIANT Material Adverse Effect (as defined below) except (i) as disclosed set forth in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith balance sheet at September 30, 1998 (the "HCI Disclosure ScheduleGIANT Interim Balance Sheet"), ) of GIANT 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 obligations incurred since September 30, 1997, and (iii) for liabilities incurred 1998 in the ordinary and usual 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 transactionsbusiness.

Financial Statements; Undisclosed Liabilities. The financial (a) Section 3.07 of the Seller Disclosure Letter sets forth the audited consolidated balance sheets of the Company and its subsidiaries as of December 31, 1997 and 1996 and the unaudited consolidated balance sheet of the Company and its subsidiaries as of December 31, 1998 (the unaudited consolidated balance sheet as of December 31, 1998, the "COMPANY BALANCE SHEET"), and the audited consolidated statements of Pacesetter Home Care Group, Inc., HCI's predecessor, income and cash flows of the Company and its subsidiaries for the year periods ended December 31, 1996 1997 and 1996, and the unaudited consolidated financial statements of HCI income and cash flows of the Company and its subsidiaries for the period ended June 30December 31, 19971998, each together with the notes to such financial statements (such financial statements, together with the notes to such financial statements, collectively, the "COMPANY FINANCIAL STATEMENTS"). Except as set forth in Section 3.07 of which have previously been provided to ALCthe Seller Disclosure Letter, the Company Financial Statements have been prepared in accordance conformity 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 in each case as may be indicated described in the notes thereto) and fairly presented, present in accordance with the applicable requirements of GAAP, all material respects the consolidated financial position of HCI the Transferred Subsidiaries (or its predecessorincluding the Puerto Rico Company) as of the dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended indicated (subject, in the case of the unaudited statements, to normal normal, recurring year-end audit adjustmentsadjustments and the absence of footnotes complying with GAAP). Except . (b) The Transferred Subsidiaries do not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) required by GAAP to be reflected on a consolidated balance sheet of the Transferred Subsidiaries or in the notes thereto, except (i) as disclosed disclosed, reflected or reserved against in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (Company Balance Sheet and the "HCI Disclosure Schedule")notes thereto, (ii) for those ----------------------- liabilities that are fully reflected or reserved against on items set forth in Section 3.07 of the consolidated balance sheet of HCI included in its financial statements for the period ended June 30Seller Disclosure Letter, 1997, and (iii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30the date of the Company Balance Sheet and not in violation of this Agreement, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise iv) for Taxes and whether due or to become due(v) that, either alone or when combined with all for other liabilities incurred since June 30that arise after the date hereof and that would not be required by GAAP to be reflected on a consolidated balance sheet of the Transferred Subsidiaries (or in the notes thereto) prepared as of the date hereof which other liabilities, 1997individually or in the aggregate, has had, or would reasonably be expected to have, not have a Company Material Adverse Effect Effect. (c) The audited consolidated Company financial statements to be delivered pursuant to Section 4.07 will be prepared in conformity with GAAP applied on HCI. On September 30, 1997, a basis consistent with the outstanding indebtedness of HCI audited Company Financial Statements and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained will fairly present in all material respects the consolidated financial position of the Transferred Subsidiaries as of December 31, 1998 and the consolidated results of their operations and cash flows for the year then ended. (d) Except as set forth in accordance Section 3.07 of the Seller Disclosure Letter, (i) the WC Amount was determined as of the date of the Company Balance Sheet in conformity with GAAP applied on a basis consistent with the Company Balance Sheet and any other applicable legal and accounting requirements and reflect only actual transactions(ii) Closing Working Capital shall be determined as of the Closing Date in conformity with GAAP applied on a basis consistent with the Company Balance Sheet. (e) This Section 3.07 will not be deemed breached by changes in GAAP or Applicable Law after the date of this Agreement.

Financial Statements; Undisclosed Liabilities. The financial (a) Except as set forth on Schedule 4.9, Invest has furnished BRKR true and complete copies of the audited combined balance sheet and the related audited combined statements of Pacesetter Home Care Groupincome, Inc., HCI's predecessor, shareholders’ equity and cash flows of the Subject Companies as of and for each of the year fiscal years ended as of December 31, 1996 2005 and 2006 and the consolidated financial related opinion of E&Y, the independent accountants of the Subject Companies, and the unaudited combined balance sheet and the related unaudited combined statements of HCI income, shareholders’ equity and cash flows of the Subject Companies as of and for the period nine months ended June September 30, 19972007 and 2006 (collectively, each together with the related notes thereto, the “Financial Statements”), and the audit report including the audited statutory balance sheet and the audited statutory statement of which have previously been provided to ALCincome of (i) Xxxx Xxxxxx, dipl Buecher- und Steuerexperte, the independent auditors of Invest and Bruker BioSpin International AG (“Bruker International”) as per December 31, 2005 and 2006 and of (ii) Ernst & Young AG, the independent auditors of Bruker AG as per December 31, 2005 and 2006. (b) The Financial Statements fairly present in all material respects the financial position and the results of operations of the Subject Companies as of the respective dates thereof and for the respective periods then ended. The Financial Statements 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 (involved, except as may be indicated otherwise noted therein or in the notes thereto) and fairly presented, . The Financial Statements have been prepared in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as books and records of the dates thereof Subject Companies consistent with past practice. (c) Except as set forth on Schedule 4.9 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 reflected or adequately reserved against in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), Financial Statements and (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 30which have been incurred since December 31, 1997, and (iii) for liabilities incurred 2006 in the ordinary course Ordinary Course of business consistent with past practice since June 30Business, 1997there are no liabilities or obligations, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever secured or unsecured (whether absolute, accrued, contingent or otherwise and whether due otherwise), matured or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has hadunmatured that are, or would reasonably be expected to havebe, a Material Adverse Effect on HCI. On September 30, 1997, material to the outstanding indebtedness Subject Companies or that would materially delay the consummation 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 transactionsthe Swiss Transactions.

Financial Statements; Undisclosed Liabilities. (a) The financial statements of Pacesetter Home Care Groupthe Company (including any related notes and schedules thereto) included in the Company Reports complied as to form, Inc.as of their respective dates of filing with the SEC (or, HCI's predecessorif amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, (i) for normal adjustments and accruals necessary to provide a fair presentation for the year ended December 31, 1996 periods presented and (ii) as permitted by Form 10-Q of the consolidated financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALCSEC), 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 the periods involved (except as may be indicated in the notes thereto) disclosed therein), and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI (or the Company and its predecessor) as of the dates thereof Subsidiaries and the consolidated results of operations operations, changes in stockholders' equity and cash flows of such companies as of the dates 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 millionshown. The books and records of HCI the Company 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. (b) Except for (i) those liabilities that are reflected or reserved for in the consolidated financial statements of the Company included in its Annual Report on Form 10-K for the fiscal year ended July 31, 2009, as filed with the SEC or (ii) liabilities incurred since July 31, 2009 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due).

Financial Statements; Undisclosed Liabilities. (a) 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, Purchaser included in the Purchaser SEC Reports (the “Purchaser SEC Financial Statements”): (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except that as may be otherwise indicated therein or in the notes thereto and except, in the case of unaudited statements exclude ---- footnotes) consolidated quarterly statements, as permitted by Form 10-Q of the Exchange Act), applied on a consistent basis during the periods involved involved; (except as may be indicated ii) complied in all material respects with published rules and regulations of the notes SEC with respect thereto; and (iii) and fairly presentedpresent, in accordance with the applicable requirements of GAAPall material respects, the consolidated financial position of HCI the Purchaser and its consolidated Subsidiaries (or its predecessorother than the Company’s Subsidiary ITC^DeltaCom, Inc. and the Subsidiaries of ITC^DeltaCom, Inc., which Purchaser acquired on December 8, 2010) as of the respective dates thereof and the consolidated results statements of operations and income, cash flows and (in the case of audited annual statements) shareholders’ equity for the respective periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and the absence of footnotes). Except . (ib) as disclosed Neither the Purchaser nor any of its Subsidiaries (excluding the Company’s Subsidiary ITC^DeltaCom, Inc. and the Subsidiaries of ITC^DeltaCom, Inc., which Purchaser acquired on December 8, 2010) have any liabilities or obligations that would have been required by GAAP to be reflected 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 the Purchaser and its Subsidiaries, except: (i) for the liabilities and obligations reflected, reserved against or otherwise disclosed in the consolidated balance sheet of the Purchaser and its consolidated Subsidiaries (including the notes thereto) that is included in its financial statements for the period ended June 30, 1997, Purchaser SEC Financial Statements; and (iiiii) for such 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 obligations as would not be reasonably be expected to have, individually or in the aggregate, a Purchaser 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 financial (a) Section 6.7 of the Merger Partner Disclosure Schedule sets forth: (i) the audited consolidated statements of Pacesetter Home Care Groupoperations, Inc.comprehensive (loss) income, HCI's predecessor, equity and cash flows of Merger Partner OpCo (together with its Subsidiaries) for the year years ended December 31September 30, 1996 2022 and October 1, 2021 and the audited consolidated financial balance sheet of Merger Partner OpCo (together with its Subsidiaries) as of September 30, 2022, (ii) the unaudited interim consolidated statements of HCI operations and cash flows of Merger Partner OpCo (together with its Subsidiaries) for the period nine (9) months ended June 30, 19972023 and the unaudited consolidated balance sheet of Merger Partner OpCo (together with its Subsidiaries) as of June 30, each 2023 and (iii) the unaudited consolidated balance sheet of which have previously been provided to ALCMerger Partner OpCo (together with its Subsidiaries) as of September 29, have been 2023 (collectively, the “Merger Partner Financial Statements”). The Merger Partner Financial Statements (x) were derived from the Books and Records of Merger Partner and the Merger Partner 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 may be indicated in the notes theretootherwise noted therein and (y) and fairly presentedpresent fairly, 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 results of operations and cash flows for of Merger Partner OpCo (together with its Subsidiaries) as of the respective dates thereof or the periods then ended (subjectended, in each case except as may be noted 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 Merger Partner Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of Merger Partner will be in the future. (b) To the Knowledge of Merger Partner, there are no Liabilities or obligations of Merger Partner or its Subsidiaries of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a balance sheet of Merger Partner, other than those that (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 Merger Partner Financial Statements; (iiiii) for liabilities have been incurred in the ordinary course of business consistent since September 29, 2023; (iii) are incurred in connection with past practice since June 30the transactions contemplated hereby or the announcement, 1997negotiation, neither HCI nor any execution or performance of its Subsidiaries has incurred any liability of any nature whatsoever this Agreement or the Transaction Documents; (whether absolute, accrued, contingent iv) have been (or otherwise and whether due will be prior to the Closing) discharged or to become duepaid off; or (v) 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 Merger Partner 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.