Common use of Financial Statements; Undisclosed Liabilities Clause in Contracts

Financial Statements; Undisclosed Liabilities. (a) QEPFS has made available to the Partnership Parties true, complete and correct copies of the unaudited statements of income for the years ended December 31, 2012 and 2013 (collectively, the “Company Financial Statements”). Except as set forth in Disclosure Schedule 3.5(a), the Company Financial Statements (including any notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly the financial condition of the Company as of such dates and the results of operations of the Company for such periods (other than for changes in accounting principles disclosed therein and, with respect to the unaudited financial statements, for normal and recurring year-end adjustments and the absence of financial footnotes). (b) There are no liabilities or obligations of the Company (whether accrued, absolute, contingent or otherwise), and there are no facts or circumstances that would result in any such liabilities or obligations, other than (i) liabilities or obligations reflected or reserved against in the Company Financial Statements or described in the footnotes thereto, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since Xxxxx 00, 0000, (xxx) liabilities or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practices, (iv) liabilities not required to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities or obligations which, in the aggregate, would not have a Material Adverse Effect. Notwithstanding the foregoing, QEPFS makes no representation or warranty, express or implied, under this Section 3.5 relating to Tax matters, which are exclusively addressed in Section 3.9.

Financial Statements; Undisclosed Liabilities. (ai) QEPFS has made available Prior to the Partnership Parties truedate hereof, Purchaser has been provided with complete and correct copies of the unaudited audited consolidated statements of income operations and comprehensive income, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries for the fiscal years ended December 31, 2012 2008, 2009 and 2013 2010 and consolidated balance sheets of the Company and its Subsidiaries as at such dates (collectively, the “Company Financial Statements”). Except as set forth in Disclosure Schedule 3.5(a), the Company The Financial Statements (including any notes theretoA) have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered thereby and involved, except as may be noted therein or in the notes thereto; (B) present fairly fairly, in all material respects, the consolidated financial condition position of the Company and its Subsidiaries as of such at the dates thereof and the consolidated results of operations and comprehensive income, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries for such the periods then ended; and (C) accurately reflect in all material respects the books of account and other than for changes in accounting principles disclosed therein and, with respect to financial records of the unaudited financial statements, for normal Company and recurring year-end adjustments and the absence of financial footnotes)its Subsidiaries. (bii) There are no liabilities or obligations of Neither the Company nor any of its Subsidiaries has any Liabilities except for (whether accrued, absolute, contingent or otherwise), and there are no facts or circumstances that would result in any such liabilities or obligations, other than (iA) liabilities or obligations Liabilities reflected or reserved against in on the Company balance sheet included in, or otherwise disclosed in, the Financial Statements and not heretofore paid or described in the footnotes theretodischarged; (B) Liabilities incurred since December 31, (ii) liabilities or obligations incurred 2010 in the ordinary course of business consistent with past practices since Xxxxx 00practice; or (C) Liabilities that would not, 0000, (xxx) liabilities individually or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practices, (iv) liabilities not required to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities or obligations which, in the aggregate, would not reasonably be likely to have a Company Material Adverse Effect. Notwithstanding the foregoing, QEPFS makes no representation or warranty, express or implied, under this Section 3.5 relating to Tax matters, which are exclusively addressed in Section 3.9.

Financial Statements; Undisclosed Liabilities. (a) QEPFS has made available to the Partnership Parties true, complete and correct copies of the unaudited The consolidated financial statements of income for DM included in the years ended December 31, 2012 and 2013 DM SEC Documents (collectively, the “Company DM Financial Statements”). Except ) as set forth of their respective dates (if amended, as of the date of the last such amendment) comply as to form in Disclosure Schedule 3.5(a)all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the Company Financial Statements (including any notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial condition position of the Company DM and its consolidated Subsidiaries as of such dates and the consolidated results of operations and cash flows of the Company DM for such periods (other than for changes periods, except as otherwise noted therein. Except as set forth in the DM Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a DM Material Adverse Effect. DM has not had any disagreement with its independent public accounting principles disclosed therein and, with respect to firm that required disclosure in the unaudited financial statements, for normal and recurring year-end adjustments and the absence of financial footnotes)DM SEC Reports. (b) There are no liabilities or obligations of DM, DM General Partner or the Company DM Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise), and there are no facts or circumstances that would result in any such liabilities or obligations, other than (i) liabilities or obligations reflected or reserved against in the Company DM Financial Statements or described in the footnotes theretoStatements, (ii) current liabilities or obligations incurred in the ordinary course of business consistent with past practices since Xxxxx 00December 31, 00002017, (xxxiii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practices(whether known or unknown and whether accrued, (ivabsolute, contingent or otherwise) liabilities not required to be presented by GAAP in unaudited financial statementsthat would not, (v) liabilities individually or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities or obligations which, in the aggregate, would not have a DM Material Adverse Effect. Notwithstanding the foregoing, QEPFS makes no representation or warranty, express or implied, under this Section 3.5 relating to Tax matters, which are exclusively addressed in Section 3.9.

Financial Statements; Undisclosed Liabilities. (a) QEPFS BioSpin U.S. has made available to the Partnership Parties true, furnished BRKR true and complete and correct copies of the unaudited audited combined balance sheet and the related audited combined statements of income income, shareholders’ equity and cash flows of the Subject Companies as of and for each of the fiscal years ended as of December 31, 2012 2005 and 2013 2006, the 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 income, shareholders’ equity and cash flows of the Subject Companies as of and for the nine months ended September 30, 2007 and 2006 (collectively, together with the related notes thereto, the “Company Financial Statements”). Except as set forth in Disclosure Schedule 3.5(a), the Company . (b) The Financial Statements (including any notes thereto) 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 GAAP consistently applied on a consistent basis throughout during the periods covered thereby involved, except as otherwise noted therein or in the notes thereto. The Financial Statements have been prepared in accordance with the books and present fairly the financial condition records of the Company as of such dates and the results of operations of the Company for such periods (other than for changes in accounting principles disclosed therein and, Subject Companies consistent with respect to the unaudited financial statements, for normal and recurring year-end adjustments and the absence of financial footnotes)past practice. (bc) There Except (i) as reflected or adequately reserved against in the Financial Statements and (ii) liabilities which have been incurred since December 31, 2006 in the Ordinary Course of Business, there are no liabilities or obligations of the Company obligations, secured or unsecured (whether absolute, accrued, absolute, contingent or otherwise), and there are no facts matured or circumstances unmatured that are, or would reasonably be expected to be, material to the Subject Companies or that would result in any such liabilities or obligations, other than (i) liabilities or obligations reflected or reserved against in materially delay the Company Financial Statements or described in consummation of the footnotes thereto, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since Xxxxx 00, 0000, (xxx) liabilities or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practices, (iv) liabilities not required to be presented transactions contemplated by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities or obligations which, in the aggregate, would not have a Material Adverse Effect. Notwithstanding the foregoing, QEPFS makes no representation or warranty, express or implied, under this Section 3.5 relating to Tax matters, which are exclusively addressed in Section 3.9U.S. SPA.

Financial Statements; Undisclosed Liabilities. (a) QEPFS Seller has made available furnished to Parent the Partnership Parties trueaudited balance sheet, complete and correct copies of the unaudited together with related consolidated statements of income and cash flows, for the Companies as of and for the years ended December 31, 2012 2006 and 2013 2005 (collectivelythe “Companies’ Annual Financial Statements”) and the unaudited balance sheet, together with related consolidated statements of income and cash flows, for the Companies as of and for the three-month period ended March 31, 2007 (the “Companies’ Interim Financial Statements” and, together with the Companies’ Annual Financial Statements, the “Company Companies’ Financial Statements”). Except as set forth in Disclosure Schedule 3.5(a), the Company The Companies’ Financial Statements fairly present in all material respects the financial position, results of operations and cash flows of the Companies as of the respective dates thereof and for the periods stated. The Companies’ Financial Statements have been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except as otherwise noted therein or in the notes thereto (including any notes thereto) except that the Companies’ Interim Financial Statements do not contain footnotes and are subject to normal recurring year-end adjustments). The Companies’ Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby books and present fairly the financial condition records of the Company as of such dates and the results of operations of the Company for such periods (other than for changes in accounting principles disclosed therein and, Companies consistent with respect to the unaudited financial statements, for normal and recurring year-end adjustments and the absence of financial footnotes)past practice. (b) There are no liabilities or obligations of the Company (whether accrued, absolute, contingent or otherwise), and there are no facts or circumstances that would result in any such liabilities or obligations, other than Except (i) liabilities or obligations as reflected or adequately reserved against in the Company Companies’ Financial Statements or described in the footnotes theretoStatements, (ii) for liabilities or obligations which have been incurred since March 31, 2007 in the ordinary course of business consistent with past practices since Xxxxx 00practice and (iii) as set forth in Schedule 4.8(b), 0000, (xxx) there are no liabilities or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practicesobligations, secured or unsecured (iv) liabilities not required whether absolute, accrued, contingent or otherwise), matured or unmatured that would reasonably be expected to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities or obligations which, in the aggregate, would not have a Material Adverse Effect. Notwithstanding the foregoing, QEPFS makes no representation or warranty, express or implied, under this Section 3.5 relating to Tax matters, which are exclusively addressed in Section 3.9.

Financial Statements; Undisclosed Liabilities. (ai) QEPFS has made available to The unaudited balance sheets for the Partnership Parties trueCompany as of December 31, complete 2020 and correct copies December 31, 2019, and the related statements of income for each of the 12-months then ended, and the monthly unaudited statements of income for each of the years ended December 31first five months in calendar year 2021, 2012 copies of which have been delivered to Purchaser, are true and 2013 (collectively, the “Company Financial Statements”). Except as set forth correct in Disclosure Schedule 3.5(a), the Company Financial Statements (including any notes thereto) all material respects and have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby indicated (except for recurring adjustments and present deferred tax liabilities and the lack of footnotes or notes) and fairly and accurately reflect the financial condition of the Company as of such the dates prepared. The estimated pro forma unaudited balance sheet of FM Holdings as of the Closing Date, a copy of which has been delivered to Purchaser, is true and correct in all material respects and has been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except for recurring adjustments and the results lack of operations footnotes or notes) and fairly and accurately reflects the financial position of FM Holdings as of the Closing Date. (ii) Schedule 3.2(h)(ii) sets forth a true and complete list of all indebtedness of the Company for such periods (other than for changes in accounting principles disclosed therein and, with respect Group outstanding as of immediately prior to the unaudited financial statements, for normal and recurring year-end adjustments and the absence of financial footnotes)Closing. (biii) There are no liabilities or obligations Except for the Company Group’s executory Liabilities under the Loan Documents, the Leases and the contracts set forth on Schedule 3.2(h)(iii), the Company Group does not have any Liabilities. (iv) The books of account and financial records of the Company Group are true and correct and have been prepared and are maintained in accordance with sound accounting practice in all material respects. (whether accruedv) Since December 31, absolute, contingent or otherwise), and there are no facts or circumstances that would result in any such liabilities or obligations, other than 2020: (iA) liabilities or obligations reflected or reserved against in the Company Financial Statements or described in the footnotes thereto, (ii) liabilities or obligations incurred Group has conducted its business only in the ordinary course of business consistent with past practices since Xxxxx 00practice; (B) there has not been any change, 0000event or development that, (xxx) liabilities individually or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practices, (iv) liabilities not required to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities or obligations which, in the aggregate, would not has had or is reasonably likely to have a Material Adverse Effect. Notwithstanding material adverse effect; and (C) the foregoingCompany Group has not suffered any material loss, QEPFS makes no representation damage, destruction or warrantyother casualty affecting the Property, express whether or implied, under this Section 3.5 relating to Tax matters, which are exclusively addressed in Section 3.9not covered by insurance.

Financial Statements; Undisclosed Liabilities. (a) QEPFS has made available to the Partnership Parties true, complete and correct copies The consolidated financial statements of the unaudited statements Company set forth in Section 3.06(a) of income for the years ended December 31, 2012 and 2013 Company Disclosure Letter (collectively, the “Company Financial Statements”). Except as set forth in Disclosure Schedule 3.5(a), the Company Financial Statements (including any notes thereto) have been prepared in accordance with GAAP generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout during the periods covered thereby involved (except as may be indicated in the notes thereto) and fairly present fairly the consolidated financial condition position of the Company and its consolidated subsidiaries as of such the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of the Company for such periods (other than for changes in accounting principles disclosed therein and, with respect to the unaudited financial statements, for to normal and recurring year-end audit adjustments and except that such unaudited statements do not contain footnote disclosures) and are in accordance with the absence books and records of financial footnotes)such entities, which have been properly maintained and are complete and correct in all material respects. (b) There are no Neither the Company nor any Company Subsidiary has any material liabilities or obligations of the Company any nature (whether accrued, absolute, contingent or otherwise), ) required by GAAP to be set forth on a consolidated balance sheet of the Company and there are no facts its consolidated subsidiaries or circumstances that would result in any such liabilities or obligationsthe notes thereto, other than (i) liabilities or obligations reflected or reserved against in the Company Financial Statements or described in the footnotes thereto, (ii) liabilities or obligations incurred that have arisen in the ordinary course of business consistent with past practices since Xxxxx 00, 0000, (xxx) liabilities or obligations arising under executory contracts entered into the date of the last balance sheet contained in the ordinary course Company Financial Statements (the “Company Balance Sheet Date”). (c) None of business consistent with past practicesthe Company or the Company Subsidiaries is, (iv) liabilities not required or at any time has been, subject to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(bthe reporting requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (viithe “Exchange Act”). (d) other liabilities or obligations which, in Neither the aggregate, would not have a Material Adverse Effect. Notwithstanding the foregoing, QEPFS makes no representation or warranty, express or implied, under this Section 3.5 relating to Tax matters, which are exclusively addressed in Section 3.9Company nor any Company Subsidiary has any outstanding Indebtedness.

Financial Statements; Undisclosed Liabilities. (a) QEPFS has made available The Company delivered to the Partnership Parties true, complete Parent true and correct copies of (i) the audited consolidated balance sheet of the Company as of December 31, 2010, and December 31, 2009, and audited consolidated statements of income, changes in stockholders’ equity and cash flow of the Company for each of the twelve-month periods then ended (the “Audited Financial Statements”), and (ii) the unaudited consolidated balance sheet of the Company as of April 30, 2011 and unaudited consolidated statements of income and cash flow of the Company for the years four-month period then ended December 31, 2012 (the “Interim Financial Statements,” and 2013 (collectivelycollectively with the Audited Financial Statements, the “Company Financial Statements”). Except as set forth in Section 3.06(a) of the Company Disclosure Schedule 3.5(a)Letter, the Company Financial Statements (including any notes theretoi) have been prepared in accordance with GAAP (except as may be indicated in the related notes and schedules) applied on a consistent basis throughout consistently during the periods covered thereby thereby, and (ii) present fairly in all material respects the financial condition of the Company as and its Subsidiaries at the dates of such dates said statements and the results of the Company’s operations for the periods covered thereby, in each case in accordance with GAAP consistently applied (except as expressly noted therein and subject, in the case of the Company for such periods (other than for changes in accounting principles disclosed therein andInterim Financial Statements, with respect to the unaudited financial statements, for normal and recurring year-customary year end adjustments and the absence of financial footnotesnotes thereto). (b) There are no liabilities or obligations Neither the Company nor any of its Subsidiaries had as of the Company (date of the Interim Financial Statements, and has not incurred since the date of the Interim Financial Statements, any material liabilities, whether accrued, absolute, contingent or otherwise), and there are no facts asserted or circumstances that would result unasserted, known or unknown (including liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for Taxes due or then accrued or to become due or contingent) of a type required to be shown on a balance sheet prepared in any accordance with GAAP, except such liabilities or obligations, other than (i) liabilities stated or obligations reflected or adequately reserved against in on the Company Interim Financial Statements or described in (and then only to the footnotes thereto, extent of the amount provided for therein) (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since Xxxxx 00, 0000the date of the Interim Financial Statements, (xxxiii) liabilities or obligations arising under executory contracts entered into as disclosed in Section 3.06(b) of the ordinary course of business consistent with past practicesCompany Disclosure Letter, (iv) liabilities not relating to the Transaction Expenses or (v) which have been discharged or paid in full prior to the date hereof. (c) Except as set forth in Section 3.06(c) of the Company Disclosure Letter, as of the date hereof, neither the Company nor any of its Subsidiaries has any indebtedness for borrowed money (including obligations under leases required to be presented by GAAP capitalized in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities or obligations which, in the aggregate, would not have a Material Adverse Effect. Notwithstanding the foregoing, QEPFS makes no representation or warranty, express or implied, under this Section 3.5 relating to Tax matters, which are exclusively addressed in Section 3.9accordance with GAAP).

Financial Statements; Undisclosed Liabilities. (a) QEPFS has made available to the Partnership Parties true, complete Schedule 3.7(a) sets forth a true and correct copies copy of the unaudited statements of income for the years ended December 31, 2012 and 2013 (collectively, the “Company Financial Statements”). Except as set forth in Disclosure Schedule 3.5(a), the Company The Financial Statements (including any notes theretoi) have been prepared in accordance with GAAP applied on a consistent the basis throughout of accounting described in Notes 1 and 2 thereto and the books, records, and accounts of the Weight Watchers Classroom Business (as described in the Financial Statements) and (ii) present fairly in all material respects, the assets, liabilities and operating income before taxes and cash flows from operations of the Weight Watchers Classroom Business (as described in the Financial Statements) at the times and for the periods covered thereby thereby, as the case may be, in accordance with the basis described in Notes 1 and present fairly 2 to the financial condition Financial Statements. Schedule 3.7(a) includes in the case of the Company as Statements of such dates Operating Income Before Income Taxes, a description of all adjustments, and in the results of operations case of the Company for such periods (Statements of Assets and Liabilities, a description of all categories of adjustments, in each case other than for changes immaterial adjustments, necessary to conform the Financial Statements to financial statements prepared in accounting principles disclosed therein and, accordance with respect to the unaudited financial statements, for normal and recurring year-end adjustments and the absence of financial footnotes)GAAP. (b) There are The Companies have no liabilities or obligations of the Company (whether accrued, absolute, contingent or otherwise), otherwise and there are no facts whether known or circumstances unknown) that would result have been required to be reflected in any such liabilities or obligationsreserved against on a balance sheet (or the notes thereto) for the Companies taken as a whole prepared in accordance with GAAP, other than (i) liabilities or obligations reflected or reserved against (to the extent of the reserves therefor) in the Company Financial 1999 Combined Statements or described in of Assets and Liabilities (including the footnotes notes thereto), (ii) liabilities or obligations incurred or arising in the ordinary course of business consistent in all material respects with past practices practice since Xxxxx 00April 24, 0000, (xxx) liabilities or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practices, (iv) liabilities not required to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities or obligations 1999 which, individually or in the aggregate, would not be likely to have a Material Adverse Effect. Notwithstanding , (iii) the foregoingliabilities set forth in Schedule 3.7(b), QEPFS makes no representation (iv) the Excluded Liabilities, and (v) other liabilities which, individually or warrantyin the aggregate, express or implied, under this Section 3.5 relating would not be likely to Tax matters, which are exclusively addressed in Section 3.9have a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) QEPFS has made available to The Balance Sheet and the Partnership Parties truerelated unaudited consolidated statements of earnings, complete and correct copies the unaudited consolidated balance sheet of the unaudited statements Business as of income for the years ended December 31, 2012 2016 and 2013 the related unaudited consolidated statements of earnings, are set forth in Section 4.5(a) of the Seller Disclosure Letter (collectively, the “Company Financial Statements”). Except as set forth in Disclosure Schedule 3.5(a). (b) The Financial Statements, the Company Financial Statements (including any notes theretoi) for periods ending on or prior to June 30, 2017, have been prepared from books and records maintained by the Peanuts Companies in accordance with GAAP applied on a consistent basis throughout and (ii) for periods ending after June 30, 2017, have been prepared from books and records maintained by Seller, Newco or the periods covered thereby and present Peanuts Companies in accordance with IFRS. The Financial Statements fairly present, in all material respects, the consolidated financial condition position of the Company as of such Business at the applicable balance sheet dates indicated, and the results of operations of the Company Business for such the applicable periods (other than for changes in accounting principles disclosed therein and, with respect to the unaudited financial statements, for normal and recurring year-end adjustments and the absence of financial footnotes)then ended. (bc) There are no liabilities or obligations Seller, Newco and the Peanut Companies maintain proper and adequate internal accounting controls. To the Knowledge of the Company (whether accruedSeller, absolute, contingent or otherwise), and there are no facts significant deficiencies, including material weaknesses, in the design or circumstances operation of such internal accounting controls that would result reasonably be expected to adversely affect the ability of Seller, Newco or any Peanuts Company to initiate, authorize, record, process or report external financial data in any accordance with IFRS, as applicable, such liabilities that there is more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or obligations, other than detected. (d) Except (i) as set forth in Section 4.5(d) of the Seller Disclosure Letter, (ii) for liabilities not material in amount or obligations reflected or reserved against in the Company Financial Statements or described in the footnotes theretoStatements, (iiiii) for liabilities or obligations (including accounts payable and accrued expenses) incurred in the ordinary course of business consistent with past practices since Xxxxx 00September 30, 0000, 2017 (xxxthe “Balance Sheet Date”) liabilities or obligations arising under executory contracts entered into included in the ordinary course of business consistent with past practices, Closing Working Capital and (iv) for executory Liabilities arising under any Material Contract (other than as a result of a breach thereof), none of the Peanuts Companies is subject to any liabilities not required to be presented by GAAP in unaudited financial statementsof any nature (whether known or unknown and whether absolute, (v) liabilities accrued, contingent or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities or obligations which, in the aggregate, would not have a Material Adverse Effect. Notwithstanding the foregoing, QEPFS makes no representation or warranty, express or implied, under this Section 3.5 relating to Tax matters, which are exclusively addressed in Section 3.9otherwise).

Financial Statements; Undisclosed Liabilities. (aSection 3.01(e) QEPFS has made available to the Partnership Parties true, complete and correct copies of the unaudited Company Disclosure Letter sets forth the audited consolidated balance sheet of the Company, and the related consolidated statements of income for operations and cash flows, as of November 1, 2014 and November 2, 2013, together with the years ended December 31, 2012 and 2013 notes to such financial statements (collectively, the “Company Financial Statements”). Except as set forth in Disclosure Schedule 3.5(a), the Company The Financial Statements (including any notes thereto) have been prepared in accordance conformity with GAAP consistently applied on a consistent basis throughout (except in each case as described in the periods covered thereby notes thereto) and fairly present fairly in all material respects the financial condition position, results of operations and cash flows of the Company and its Subsidiaries as of such the respective dates thereof and for the results of operations of the Company for such respective periods indicated therein except as otherwise noted therein (other than for changes in accounting principles disclosed therein and, with respect to except that the unaudited financial statements, for statements may not contain footnotes and are subject to normal and recurring year-end adjustments and adjustments). Neither the absence Company nor any of financial footnotes). its Subsidiaries has any liabilities (bwhether absolute, accrued, contingent, fixed or otherwise) There are no liabilities or obligations of any nature that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company Company, except for (whether accrued, absolute, contingent or otherwise), and there are no facts or circumstances that would result in any such liabilities or obligations, other than (iA) liabilities or obligations matters reflected or reserved against in the Company Financial Statements or described in the footnotes theretoStatements, subject to normal year-end adjustments, (iiB) liabilities or obligations incurred since November 1, 2014 in the ordinary course of business consistent with past practices since Xxxxx 00, 0000business, (xxxC) liabilities or obligations arising under executory contracts entered into incurred in connection with the ordinary course of business consistent with past practices, (iv) liabilities not required to be presented transactions contemplated by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, including the negotiations relating thereto, (viD) liabilities incurred in connection with (1) the proxy contest with respect to the Company’s 2015 annual meeting of stockholders held on February 19, 2015, (2) Steel Partners Holdings, L.P. v, Xxxxxx X. Xxxxxxx, Xxxx X. Xxxx, XX. Xxxxx Xxxxxxx, Xxxxx X. Xxxxxxxx and JPS Industries, Inc., C.A. No. 10583-VCG (including indemnification and advancement of expenses by the Company with respect to Company directors and officers), (3) Xxxxxx X. Xxxxxxx and Xxxx X. Xxxx v. Xxxx X. Xxxxxx and Xxxx X. Xxxxxx, C.A. No. 10431-VCG (including indemnification and advancement of expenses by the Company with respect to Company directors), (4) the tender offer by Parent, H&H Acquisition Sub, H&H Group or obligations disclosed in Disclosure Schedule 3.5(bany of their respective Affiliates with respect to the Company (the “Tender Offer”), or (5) the appointment of an independent fiduciary with respect to the Company’s retirement pension plan, and (viiE) other liabilities that would not, individually or obligations which, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, QEPFS makes no representation or warranty, express or implied, under this This Section 3.5 relating 3.01(e) does not relate to Tax labor and employment matters, which are exclusively addressed in the subject of Section 3.93.01(k), employee benefit matters, which are the subject of Section 3.01(l), taxes, which are the subject of Section 3.01(m) or environmental matters, Hazardous Materials or other environmental matters, which are the subject of Section 3.01(p).

Financial Statements; Undisclosed Liabilities. (a) QEPFS The Company has made available to the Partnership Parties true, ACT a true and complete and correct copies copy of the unaudited statements consolidated balance sheet of income for the years ended Group Companies as of December 31, 2012 and 2013 2020 (collectively, the “Company Latest Balance Sheet”), and the related unaudited consolidated statements of operations, members’ equity and cash flows of the Group Companies (the “Financial Statements”). Except , which are attached as set forth in Disclosure Schedule 3.5(a), Section 3.4(a) of the Company Disclosure Schedules. The Financial Statements (including any the notes thereto, if applicable) have been (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby indicated (except as may be specifically indicated in the notes thereto) and present (ii) fairly present, in all material respects, the consolidated financial condition of the Company as of such dates and the position, results of operations and cash flows of the Company Group Companies for such periods (other than for changes in accounting principles disclosed therein and, with respect to the unaudited financial statements, for normal and recurring year-end adjustments and the absence of financial footnotes)period indicated therein. (b) There are no liabilities or obligations of the Company (whether accrued, absolute, contingent or otherwise), and there are no facts or circumstances that would result in any such liabilities or obligations, other than Except (i) liabilities or obligations reflected or reserved against in as set forth on the Company Financial Statements or described in Latest Balance Sheet (and the footnotes notes thereto), (ii) liabilities or obligations for Liabilities incurred in the ordinary course of business consistent since the date of the Latest Balance Sheet (excluding any Liability directly or indirectly related to a breach of Contract, breach of warranty, tort, Proceeding or violation of, or non-compliance with past practices since Xxxxx 00, 0000Law), (xxxiii) liabilities for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance by the Company of its covenants or agreements in this Agreement or any Ancillary Document to which it is or will be a party or the consummation of the transactions contemplated hereby or thereby (including, for the avoidance of doubt, the Company Expenses), (iv) executory obligations arising under executory contracts entered into Contracts (excluding any Liability directly or indirectly related to a breach of Contract), (v) that are expressly permitted pursuant to or incurred in accordance with Section 5.1(b) (including as set forth in Section 5.1(b)(i)-(vi) of the Company Disclosure Schedules) and (vi) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liability. (c) The Group Companies have established and maintain 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 GAAP and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods covered by the Financial Statements, have maintained books and records of the Group Companies in the ordinary course of business consistent with past practicesthat are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Except as set forth on Section 3.4(d) of the Company Disclosure Schedules, since January 1, 2020, (ivi) liabilities not required to be presented by GAAP in unaudited financial statementsas of the date hereof, no Group Company has received any written complaint, allegation, assertion or claim that there is (vA) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities or obligations which, “significant deficiency” in the aggregateinternal controls over financial reporting of the Group Companies, would or (B) a “material weakness” in the internal controls over financial reporting of the Group Companies or (ii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a Material Adverse Effect. Notwithstanding significant role in the foregoing, QEPFS makes no representation or warranty, express or implied, under this Section 3.5 relating to Tax matters, which are exclusively addressed in Section 3.9internal controls over financial reporting of the Group Companies.

Financial Statements; Undisclosed Liabilities. (a) QEPFS has made available to Each of the Partnership Parties truefinancial statements of the Company (including the related notes) included in the Euramax SEC Reports presents fairly, complete in all material respects, the consolidated financial position and correct copies consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP Consistently Applied during the periods involved, except as otherwise noted therein, and subject, in the case of the unaudited statements of income for the years ended December 31, 2012 and 2013 (collectively, the “Company Financial Statements”). Except as set forth in Disclosure Schedule 3.5(a), the Company Financial Statements (including any notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly the financial condition of the Company as of such dates and the results of operations of the Company for such periods (other than for changes in accounting principles disclosed therein and, with respect to the unaudited interim financial statements, for to the absence of footnotes and to normal and recurring non-material year-end adjustments and the absence of financial footnotes)adjustments. (b) There are no liabilities or obligations of Neither the Company (whether accrued, absolute, contingent or otherwise), and there are no facts or circumstances that would result in nor any such of its Subsidiaries has any liabilities or obligations, other than whether absolute or contingent, matured or unmatured or otherwise (“Liabilities”), except (i) liabilities or obligations reflected Liabilities that are accrued or reserved against in the consolidated financial statements of the Company Financial Statements or described in the footnotes Euramax SEC Reports (or the notes thereto), (ii) liabilities or obligations Liabilities which have arisen since December 31, 2004 that were incurred in the ordinary course of business consistent with past practices since Xxxxx 00and which do not have, 0000and would not, (xxx) liabilities individually or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practices, (iv) liabilities not required to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities or obligations which, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Notwithstanding , (iii) Liabilities otherwise disclosed on Schedule 3.6 or the foregoingother Schedules to this Agreement, QEPFS makes no representation (iv) Liabilities incurred in connection with this Agreement and the transactions contemplated hereby, (v) Liabilities incurred under executory contracts or warrantyagreements or (vi) Liabilities which do not have and would not, express individually or impliedin the aggregate, under this Section 3.5 relating reasonably be expected to Tax matters, which are exclusively addressed in Section 3.9have a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) QEPFS has made available Attached to the Partnership Parties true, complete and correct copies Section 3.6(a) of the unaudited statements of income for the years ended December 31, 2012 and 2013 (collectively, the “Company Financial Statements”). Except as set forth in Disclosure Schedule 3.5(a), is a correct copy of the Company Financial Statements (including any notes thereto) have been Acquired Business Financials. The Acquired Business Financials were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby Parent Accounting Principles and present fairly present, in all material respects, the financial condition of the Company as of such dates and the results of operations of the Company for such Acquired Business, as of the dates thereof or the periods (other than for changes then ended, in accounting principles disclosed therein andeach case on the basis described therein, with respect subject to the unaudited financial statements, for normal and recurring year-end adjustments and the absence omission of footnotes. A copy of the Parent Accounting Principles has been made available to Purchaser. Set forth in Section 3.6(a) of the Company Disclosure Schedule are the exceptions (exclusive of monetary reconciliations) which represent the exceptions from GAAP used by the Company in the preparation of the Acquired Business Financials as derived from the audited financial footnotes)statements of the Company Group. (b) There are Since December 31, 2010, there have been no liabilities changes in any accounting controls, policies, principles, methods or obligations of the Company practices, including any changes with respect to reserves (whether accrued, absolutefor bad debts, contingent liabilities or otherwise), and there are no facts of any Acquired Company or, to the extent related to the Acquired Business, any other member of the Company Group, except as required by GAAP. (c) No Acquired Company has any material liability or circumstances that would result in obligation of any such liabilities kind (fixed or obligationsotherwise, due or to become due), other than (i) liabilities or obligations reflected to the extent related to or reserved against in arising out of the Company Financial Statements Discontinued Business or described in Deferred Items pursuant to the footnotes theretoAsset and Liability Allocation Agreement, (ii) liabilities or obligations reflected, reserved against or otherwise disclosed in the Balance Sheet, (iii) liabilities or obligations incurred in the ordinary course of business substantially consistent with past practices practice since Xxxxx 00June 30, 0000, (xxx) liabilities or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practices2011, (iv) liabilities not required to be presented by GAAP and obligations under Contracts disclosed in unaudited financial statements, the Company Disclosure Schedule and (v) liabilities or and obligations under this Agreement, (vi) liabilities Agreement or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities the Ancillary Agreements or obligations which, with respect to Transaction Expenses taken into account in the aggregate, would not have a Material Adverse Effect. Notwithstanding the foregoing, QEPFS makes no representation or warranty, express or implied, under this Section 3.5 relating to Tax matters, which are exclusively addressed in Section 3.9calculation of Closing Net Working Capital.

Financial Statements; Undisclosed Liabilities. (a) QEPFS has made available to the Partnership Parties true, Attached hereto as Exhibit D are true and complete and correct copies of the unaudited statements audited consolidated balance sheet (the "2004 Balance Sheet") of income for the years ended United Fuel and its subsidiaries, as of December 31, 2012 2004, and 2013 the related audited income statement and statement of cash flows for the period then ended and the unaudited consolidated balance sheet of United Fuel as of March 31, 2005, and the related unaudited income statement and statement of cash flows for the three-month periods then ended (collectively, the “Company "Financial Statements”"). Except as set forth in Disclosure Schedule 3.5(a), the Company The Financial Statements (including any notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout U.S. generally accepted accounting principles ("GAAP"), consistently applied, during the periods covered thereby involved (except in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present fairly in all material respects the consolidated financial condition position of the Company as of such the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Company keeps proper accounting records in which all material assets and liabilities and all material transactions of the Company for such periods (other than for changes are recorded in accounting principles disclosed therein and, conformity with respect to the unaudited financial statements, for normal and recurring year-end adjustments and the absence of financial footnotes)GAAP. (b) There are no Since March 31, 2005, neither the Company nor any Subsidiary has incurred any liabilities or obligations of the Company (obligations, whether or not accrued, absolute, contingent or otherwise, of a type required by GAAP to be included in a balance sheet ("Liabilities"), and there are no facts or circumstances that would result in any such liabilities or obligations, other than Liabilities (i) liabilities incurred in connection with this Agreement, the Transaction Documents or obligations reflected or reserved against in the Company Financial Statements or described in the footnotes theretotransactions contemplated hereby and thereby (collectively, "Transaction Liabilities"), (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since Xxxxx 00business, 0000, or (xxxiii) liabilities or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practices, (iv) liabilities not required to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities or obligations which, in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, QEPFS makes no representation or warranty, express or implied, under this Section 3.5 relating to Tax matters, which are exclusively addressed in Section 3.9.

Financial Statements; Undisclosed Liabilities. (a) QEPFS has made available to the Partnership Parties true, complete The audited consolidated financial statements and correct copies unaudited consolidated interim financial statements of the unaudited statements of income for the years ended December 31, 2012 and 2013 (collectively, the “Company Financial Statements”). Except as set forth included in Disclosure Schedule 3.5(a), the Company Financial Statements SEC Documents fairly present, in conformity with generally accepted accounting principles (including any notes thereto“GAAP”) have been prepared in accordance with GAAP applied on a consistent basis throughout (except as may be indicated in the periods covered thereby and present fairly notes thereto), the consolidated financial condition position of the Company and its consolidated Subsidiaries as of such the dates thereof and the their consolidated results of operations and cash flows for the periods then ended (subject, in the case of the Company for such periods (other than for changes in accounting principles disclosed therein and, with respect to the unaudited interim financial statements, for normal to the condensation or omission of certain information and recurring year-end adjustments and footnote disclosures as permitted under the absence of financial footnotesExchange Act). (b) . There are no liabilities or obligations of the Company (or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, contingent determined, determinable or otherwise), and there are no facts or circumstances that would result in any such liabilities or obligations, other than (i) liabilities or obligations reflected or reserved against disclosed and provided for in the financial statements included in the Company Financial Statements SEC Documents filed prior to the date hereof or described as otherwise fairly disclosed in the footnotes theretoCompany SEC Documents filed prior to the date hereof (excluding, in each case, any disclosures set forth in any risk factor section, in any section relating to forward-looking statements and any other disclosures included therein, in each case to the extent that they are cautionary, predictive or forward- looking in nature (ii) such disclosures, collectively, the “Cautionary Disclosures”)), liabilities or obligations incurred in the ordinary course of business consistent with past practices since Xxxxx 00January 31, 0000, (xxx) 2008 and liabilities or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practicesthat have not had and would not reasonably be expected to have, (iv) liabilities not required to be presented by GAAP in unaudited financial statements, (v) liabilities individually or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities or obligations which, in the aggregate, would not have a Company Material Adverse Effect. Notwithstanding the foregoing, QEPFS makes no representation or warranty, express or implied, under this Section 3.5 relating to Tax matters, which are exclusively addressed in Section 3.9.

Financial Statements; Undisclosed Liabilities. (ai) QEPFS TCB has previously delivered or made available to the Partnership Parties true, FCB accurate and complete and correct copies of the unaudited TCB Financial Statements which, in the case of the balance sheets of TCB as of December 31, 2008, 2007 and 2006 and the statements of income operations, stockholders’ equity and cash flows for each of the years ended December 31, 2012 2008, 2007 and 2013 (collectively2006, are accompanied by the audit report of Xxxxx Xxxxxx PLLC. The TCB Financial Statements fairly present or will fairly present, as the case may be, the “Company financial condition of TCB as of the respective dates set forth therein, and the results of operations, changes in stockholders’ equity and cash flows of TCB for the respective periods or as of the respective dates set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein. (ii) The TCB Financial Statements”)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 TCB have been conducted in accordance with generally accepted auditing standards of the United States of America. (iii) Except as set forth in Section 5.03(h)(iii) of TCB’s Disclosure Schedule 3.5(a)Schedule, the Company Financial Statements (including since December 31, 2008, TCB has not incurred any notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly the financial condition of the Company as of such dates and the results of operations of the Company for such periods (liability other than for changes in accounting principles disclosed therein and, with respect to the unaudited financial statements, for normal and recurring year-end adjustments and the absence of financial footnotes). (b) There are no liabilities or obligations of the Company (whether accrued, absolute, contingent or otherwise), and there are no facts or circumstances that would result in any such liabilities or obligations, other than (i) liabilities or obligations reflected or reserved against in the Company Financial Statements or described in the footnotes thereto, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since Xxxxx 00practice (excluding the incurrence of expenses related to this Agreement and the Transaction). (iv) Since December 31, 00002008, (xxxA) liabilities TCB 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) TCB has not taken nor permitted any of the actions set forth in Section 4.01 hereof between December 31, 2008 and the date hereof and (C) no event has occurred or obligations arising under executory contracts circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to TCB. (v) Except for mortgage loans and participations TCB has entered into in the ordinary course of business consistent business, no agreement pursuant to which any Loans or other assets have been or shall be sold by TCB entitle the buyer of such Loans or other assets, unless there is material breach of a representation or covenant by TCB, to cause TCB to repurchase such Loans or other assets or the buyer to pursue any other form of recourse against TCB. Since December 31, 2008, no cash, stock or other dividend or any other distribution with past practicesrespect to the capital stock of TCB has been declared, (iv) liabilities not required set aside or paid. In addition, no shares of capital stock of TCB have been purchased, redeemed or otherwise acquired, directly or indirectly, by TCB since December 31, 2008, and no agreements have been made to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, do the foregoing. (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) TCB maintains a system of internal accounting controls sufficient to provide reasonable assurances that all material information concerning TCB is made known on a timely basis to permit the preparation of the TCB Financial Statements and (vii) other liabilities or obligations which, in the aggregate, would not have a Material Adverse Effect. Notwithstanding the foregoing, QEPFS makes no representation or warranty, express or implied, under this Section 3.5 any public disclosure documents relating to Tax matters, which are exclusively addressed in Section 3.9TCB.