Common use of Financial Statements; Undisclosed Liabilities Clause in Contracts

Financial Statements; Undisclosed Liabilities. (a) The unaudited proforma consolidated balance sheet of the Businesses as of December 31, 2014 and December 31, 2015, and the related unaudited proforma consolidated statements of earnings for the two years ended December 31, 2015, and the Balance Sheet, and the related unaudited proforma consolidated statements of earnings for the 12 months then ended, are set forth in Section 4.5(a) of the Sellers Disclosure Letter (collectively, the “Financial Statements”). (b) The Financial Statements have been prepared from books and records maintained by Sellers in accordance with GAAP. The Financial Statements fairly present, in all material respects, the consolidated financial position of the Businesses, taken as whole, at the applicable balance sheet dates indicated, and the results of operations of the Businesses, taken as a whole, for the applicable periods then ended. (c) Except (i) as set forth in Section 4.5(c) of the Sellers Disclosure Letter, (ii) for liabilities not material in amount or reflected or reserved against in the Financial Statements, (iii) for liabilities (including accounts payable and accrued expenses) incurred in the ordinary course of business since December 31, 2016 (the “Balance Sheet Date”) or included in 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 Purchased Companies is subject to any liabilities of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise). *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

Financial Statements; Undisclosed Liabilities. (a) The unaudited proforma consolidated balance sheet of the Businesses as of December 31, 2014 and December 31, 2015, and the related unaudited proforma consolidated statements of earnings for the two years ended December 31, 2015, and the Balance Sheet, and the related unaudited proforma consolidated statements of earnings for the 12 months then ended, are set forth in Section 4.5(a) of the Sellers Disclosure Letter (collectively, the “Financial Statements”). (b) The Financial Statements have been prepared from books and records maintained by Sellers in accordance with GAAP. The Financial Statements fairly present, in all material respects, the consolidated financial position of the Businesses, taken as whole, at the applicable balance sheet dates indicated, and the results of operations of the Businesses, taken as a whole, for the applicable periods then ended. (c) Except (i) as set forth in Section 4.5(c) of the Sellers Disclosure Letter, (ii) for liabilities not material in amount or reflected or reserved against in the Financial Statements, (iii) for liabilities (including accounts payable and accrued expenses) incurred in the ordinary course of business since December 31, 2016 (the “Balance Sheet Date”) or included in 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 Purchased Companies is subject to any liabilities of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise). *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

Financial Statements; Undisclosed Liabilities. (a) The unaudited proforma consolidated balance sheet books of account and related records of the Businesses as of December 31Company fairly reflect in all material respects the Company’s assets, 2014 liabilities and December 31, 2015, and the related unaudited proforma consolidated statements of earnings for the two years ended December 31, 2015, and the Balance Sheet, and the related unaudited proforma consolidated statements of earnings for the 12 months then ended, are set forth in Section 4.5(a) of the Sellers Disclosure Letter (collectively, the “Financial Statements”). (b) The Financial Statements have been prepared from books and records maintained by Sellers transactions in accordance with GAAP. The (x) balance sheets of the Company as of December 31, 2005, 2004 and 2003 and the related statements of income and retained earnings and cash flows for the years ended December 31, 2005, 2004 and 2003, each of which have been reviewed by Xxxxxxxxxxx, Xxxxx & Co., and (y) the balance sheet of the Company as of September 30, 2006, and the related statements of income and retained earnings and cash flows for the nine-month period ended September 30, 2006 (the “Interim Financial Statements fairly presentStatements”), have been previously delivered to Buyer and (i) are true and correct in all material respects, (ii) were prepared in accordance with GAAP (except as specifically otherwise noted therein or, in the consolidated financial position case of the BusinessesInterim Financial Statements, taken as whole, at except for the applicable balance sheet dates indicatedabsence of footnotes), and (iii) present fairly the financial position, results of operations and cash flows of the Businesses, taken Company as a whole, of such dates and for the applicable periods then ended. (c) Except (i) as set forth ended in Section 4.5(c) accordance with GAAP. The unaudited balance sheet of the Sellers Disclosure LetterCompany as at September 30, (ii) for liabilities not material in amount or reflected or reserved against in the Financial Statements, (iii) for liabilities (including accounts payable and accrued expenses) incurred in the ordinary course of business since December 31, 2016 2006 (the “Balance Sheet Date”) is attached hereto as Schedule 3.6.1 (the “Balance Sheet”). The Company does not have any material liability or included in 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 Purchased Companies is subject to any liabilities obligation of any nature (nature, whether known due or unknown and whether to become due, absolute, accrued, contingent or otherwise). *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject , except (a) to the confidentiality request. Omissions are designated extent reflected as [***]. A complete version a liability on the Balance Sheet, (b) liabilities incurred in the ordinary course of this exhibit has been provided separately to business consistent with past practice after the Securities Balance Sheet Date and Exchange Commission(c) liabilities disclosed on Schedule 3.6.2 attached hereto.

Financial Statements; Undisclosed Liabilities. (a) The unaudited proforma Attached hereto as Schedule 3.14 and incorporated by reference herein are copies of the Company's consolidated balance sheet of the Businesses as of December 31February 29, 2014 and December 31, 20152000, and the related unaudited proforma Company's consolidated statements statement of operations and retained earnings for the two years period ended December 31February 29, 20152000, and the Balance Sheet, and the related unaudited proforma Company's consolidated statements statement of earnings cash flows for the 12 months then endedperiod ended February 29, are set forth in Section 4.5(a) of 2000 (hereinafter collectively referred to as the Sellers Disclosure Letter (collectively, the “"Financial Statements”"). (b) The Financial Statements have been prepared from books and records maintained by Sellers in accordance with GAAP. The Financial Statements fairly presentare in accordance with the books and records of the Company, in all material respectsare true, correct and complete and accurately present the consolidated Company's financial position as of the Businesses, taken as whole, at the applicable balance sheet dates indicated, set forth therein and the results of the Company's operations of and changes in the Businesses, taken as a whole, Company's financial position for the applicable periods then ended. (c) , all in conformity with generally accepted accounting principles applied on a consistent basis during each period and on a basis consistent with that of prior periods. Except (i) as set forth in Section 4.5(c) of the Sellers Disclosure Letter, (ii) for liabilities not material in amount or reflected or reserved against disclosed in the Financial Statements, (ii) as disclosed in this Agreement, and (iii) for liabilities (including accounts payable and accrued expenses) as are incurred in the ordinary course of business since December 31, 2016 (the “Balance Sheet Date”) or included in Closing Working Capital, and (iv) for executory Liabilities arising under any Material Contract (other than as a result of a breach thereof), none routine daily affairs of the Purchased Companies is subject to Company's and its Subsidiary's business, neither the Company nor its Subsidiary has any liabilities or obligations of any nature (whether or kind, known or unknown and unknown, whether accrued, absolute, accruedcontingent, contingent or otherwise). *** Confidential treatment has been requested There is no basis for redacted portions assertion against the Company or its Subsidiary of any material claim, liability or obligation not fully disclosed in the Financial Statements or in this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange CommissionAgreement.