Common use of Financial Clause in Contracts

Financial. (a) The Company has delivered to Buyer as attachments to Schedule 3.6 of the Company Disclosure Letter (i) an unaudited, estimated consolidated balance sheet for the Business dated as of the Closing Date (the “Balance Sheet Date” and such unaudited, estimated consolidated balance sheet, the “Company Balance Sheet”), (ii) an unaudited consolidated income statement and statement of cash flows for the three months ended Xxxxx 00, 0000, (xxx) audited consolidated balance sheets of the Company dated December 31, 2005, and (iv) audited consolidated income statements and statements of cash flows for the years ended December 31, 2005 (all such financial statements of the Company and any notes thereto are hereinafter collectively referred to as the “Company Financial Statements”). The Company Financial Statements: (i) are correct and complete in all material respects; (ii) are derived from and are in accordance with the books and records of the Company in all material respects; (iii) fairly and accurately represent in all material respects the financial condition of the Business or the Company, as the case may be, at the respective dates specified therein and the results of operations for the respective periods specified therein in conformity with GAAP; and (iv) have been prepared in accordance with GAAP (as applied by the Company consistent with past practices provided always that such application was not contrary to GAAP), except for any absence of notes thereto and normal year-end adjustments. There has been no material change in the Company’s accounting policies other than as specifically described in the notes to the Company Financial Statements. The Company has no Liabilities other than Liabilities set forth on the Closing Balance Sheet (provided that such Liability was required by GAAP to be set forth thereon). (b) The Company and each of its Subsidiaries is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy an obligation of any Person. No letter of comfort has been given by the Company or any of its Subsidiaries.

Financial. (a) The Company Seller's financial statements, books, accounts and records are, and have been, maintained in Seller's usual, regular and ordinary manner, in accordance with GAAP consistently applied, and all transactions to which Seller has delivered to Buyer as attachments to Schedule 3.6 been a party are properly reflected therein. (b) Complete and accurate copies of the Company Disclosure Letter (i) an unauditedthe reviewed balance sheets, estimated consolidated balance sheet statements of income and retained earnings, statements of cash flows, and notes to financial statements, together with any supplementary information thereto, of Seller, all as of and for the Business dated as of the Closing Date (the “Balance Sheet Date” and such unauditedyear ended December 31, estimated consolidated balance sheet, the “Company Balance Sheet”)1996, (ii) an unaudited consolidated the audited balance sheets, statements of income statement and statement retained earnings, statements of cash flows flows, and notes to financial statements, together with any supplementary information thereto, of Seller, all as of and for the three months year ended Xxxxx 00December 31,1997, 0000, and (xxxiii) audited consolidated the unaudited balance sheets sheet of the Company dated Seller as of December 31, 20051998, (the "Most Recent Balance Sheet") and the unaudited statement of income of Seller for the twelve month period then ended (reflecting or attaching a list of audit adjustments)(collectively, the "Most Recent Financial Statements") are contained in Section 4.2(b) of the Disclosure Schedule (all of the foregoing financial statements described in (i),(ii) and (iii) above are hereinafter referred to as the "Financial Statements"). The Financial Statements present accurately and completely the financial position of Seller as of the respective dates thereof, and the results of operations and cash flows of Seller for the respective periods covered by said statements, in accordance with GAAP, consistently applied. Except for accounts payable, Taxes payable and other liabilities incurred in the ordinary course of business, Seller has no liabilities or obligations whatsoever, whether accrued, contingent or otherwise except as and to the extent reflected in the Most Recent Financial Statements. Section 4.2(b) of the Disclosure Schedule contains complete and correct copies of all attorney's responses to audit inquiry letters and all management letters from the accountants for the last five (iv5) fiscal years of Seller. Prior to the Closing Date, and as a condition to Purchaser's obligation to close, Seller shall deliver to Purchaser the audited consolidated balance sheets, statements of income statements and retained earnings, statements of cash flows flows, and notes to financial statements, together with any supplementary information thereto, of Seller, all as of and for the years ended December 31, 2005 (all 1997 and December 31,1998 and an unaudited balance sheet and statement of income for five month period ended May 31, 1999. Upon such delivery, such statements shall present accurately and completely the financial statements position of Seller as of the Company and any notes thereto are hereinafter collectively referred to as the “Company Financial Statements”). The Company Financial Statements: (i) are correct and complete in all material respects; (ii) are derived from and are in accordance with the books and records of the Company in all material respects; (iii) fairly and accurately represent in all material respects the financial condition of the Business or the Companydate thereof, as the case may be, at the respective dates specified therein and the results of operations and cash flows of Seller for the respective periods specified therein in conformity with GAAP; and (iv) have been prepared period, covered by said statements, in accordance with GAAP GAAP, consistently applied, and the representations and warranties of this Section 4.2(b) shall be deemed to apply to such statements. (c) Seller has good and marketable title to, and the corporate power to sell, the Purchased Assets, free and clear of any Liens. No unreleased mortgage, trust deed, chattel mortgage, security agreement, financing statement or other instrument encumbering any of the Purchased Assets has been recorded, filed, executed or delivered. (d) All Tax and information returns required to have been filed by Seller with any government authority have been duly and timely filed and each such return correctly reflects Seller's Tax liabilities and all other information required to be reported thereon as applied of the Closing. As of the Closing, Seller will have paid all Taxes payable by Seller and all penalties, assessments or deficiencies of every nature or description in respect of Seller, in each case, whether or not yet due, and there currently are, and as of the Company Closing there will be, no Liens for unpaid Taxes with respect to the Purchased Assets, the Business or the Excluded Assets. (e) Section 4.2(e) of the Disclosure Schedule sets forth a complete and correct list and brief description of all Equipment used or usable in the Business or the Purchased Assets (including, without limitation, whether or not material, all vehicles, computer equipment, software and software licenses). Seller owns outright and has, and at Closing will convey to Purchaser, good title, free and clear of all Liens, to all the Equipment. All of the Equipment included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and is sufficient and appropriate for current and contemplated uses. (f) All of the Inventory is in the physical possession and control of Seller at its facilities or in transit from suppliers. The Inventory is recorded at its fair market value and is in usable and/or saleable condition and of a quality and quantity historically usable and/or saleable in the normal course of business and consistent with past practices provided always that such application was not contrary to GAAP)practice. None of the Inventory is slow moving, obsolete, below standard quality or damaged, except for any absence of notes thereto and normal year-end adjustments. There has been no material change as reflected in the Company’s accounting policies other than as specifically described in the notes to the Company Most Recent Financial Statements. The Company Since the date of the Most Recent Financial Statements, no Inventory has no Liabilities been sold other than Liabilities set in the ordinary course of business. Seller owns outright and has, and at the Closing will convey to Purchaser good title to the Inventory, free and clear of all liens. (g) Section 4.2(g) of the Disclosure Schedule sets forth every business relationship (other than normal employment relationships) between Seller, on the one hand, and any of Seller's officers, directors, employees or stockholders or members of their families (or any entity in which any of them has a material financial interest, directly or indirectly), on the other hand which is related to the Business. None of said parties (other than Seller) owns any assets which are used in the Business, or is engaged in any business which competes with the Business. (h) All Accounts Receivable, including, without limitation, those that will be reflected on the Closing Date Balance Sheet (provided that such Liability was required by GAAP to be set forth thereon). (b) The Company Sheet, are valid and each have risen in the ordinary course of its Subsidiaries is not directly or indirectly obliged in any way to guaranteebusiness, assume or provide funds to satisfy an obligation of any Person. No letter of comfort has been given represent indebtedness incurred by the Company or any applicable account debtor in bona fide third party transactions and are net of its Subsidiariesreserves. The reserves contained in the Closing Date Balance Sheet, shall be adequate. Seller owns the Accounts Receivable free and clear of all Liens. Section 4.2(i) of the Disclosure Schedule sets forth a summary of Accounts Receivable of Seller as of December 31, 1998 and February 28, 1999, the carrying value thereof and the respective age of each such Account Receivable. Seller has delivered a complete listing of Accounts Receivable at such dates to Purchaser.

Financial. (a) The Company has delivered to Buyer as attachments to Schedule 3.6 of the Company Disclosure Letter (i) an unaudited, estimated unaudited consolidated balance sheet for the Business dated as of the Closing Date June 30, 2007 (the “Balance Sheet Date” and such unaudited, estimated unaudited consolidated balance sheet, the “Company Balance Sheet”), (ii) an unaudited consolidated income statement and statement of cash flows for the three seven months ended Xxxxx 00June 30, 00002007, (xxxiii) audited consolidated balance sheets of the Company dated December 31, 20052005 and 2006, and (iv) audited consolidated income statements and statements of cash flows for the years ended December 31, 2005 and 2006 (all such financial statements of the Company and any notes thereto are hereinafter collectively referred to as the “Company Financial Statements”). The Company Financial StatementsStatements for June 30, 2007 and year end audited statements: (i) are correct and complete in all material respects; , (ii) are derived from and are in accordance with the books and records of the Company in all material respects; (iii) fairly and accurately represent in all material respects the financial condition of the Business or the Company, as the case may be, at the respective dates specified therein and the results of operations for the respective periods specified therein in conformity with GAAPGAAP applied on a consistent basis; and (iv) have been prepared in accordance with GAAP (as applied by the Company on a basis consistent with past practices provided always that such application was not contrary to GAAP)prior periods, except for any absence of notes thereto and normal year-end adjustments. There has been no material change in the Company’s accounting policies other than as specifically described in the notes to the Company Financial Statements. The Company has no Liabilities other than (a) Liabilities set forth on the Closing Company Balance Sheet or elsewhere in the Company’s Financial Statements, and (provided that such Liability was required by GAAP to be b) Liabilities set forth thereon)on Schedule 3.6. (b) The Maintenance Revenue projections for calendar year 2007 and 2008 provided to the Buyer by or on behalf of the Company or any Subsidiary, were prepared in good faith and were based upon reasonable assumptions. There was at the time of the Closing no matters or circumstances that were known by the Company, or any Stockholder that would reasonably have had a material impact on the actual and projected financial results of the Company or any Subsidiary set forth therein. For the avoidance of doubt, financial results for calendar year 2007 have differed from those projections set forth on the Company’s 2007 calendar year budget, a copy of which has been provided to Buyer. (c) The Company and each of its Subsidiaries is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy an obligation of any Person. No letter of comfort has been given by the Company or any of its Subsidiaries.

Financial. (a) The Company has delivered to Buyer as attachments to Schedule 3.6 Copies of the Company Disclosure Letter (i) an unaudited, estimated consolidated balance sheet for the Business dated as of the Closing Date (the “Balance Sheet Date” and such unaudited, estimated consolidated balance sheet, the “Company Balance Sheet”), (ii) an unaudited consolidated income statement and statement of cash flows for the three months ended Xxxxx 00, 0000, (xxx) audited consolidated balance sheets and the related consolidated statements of operations, members’ equity and cash flows of the Company dated December 31, 2005, and (iv) audited consolidated income statements and statements of cash flows Group for the years periods therein ended December 31, 2005 (all such 2021 and December 31, 2020 are contained in Schedule 3.5(a). Such financial statements described in the preceding sentence are referred to herein as the “Financial Statements.” Copies of the unaudited consolidated balance sheet and the related consolidated statements of operations, members’ equity and cash flows of the Company and any notes thereto Group for the twelve month period ended December 31, 2022 are hereinafter collectively also contained in Schedule 3.5(a). Such financial statements described in the preceding sentence are referred to herein as the “Company Interim Financial Statements”). .” December 31, 2022 is referred to herein as the “Interim Financial Statement Date.” The Company Financial Statements: (i) are correct Statements and complete in all material respects; (ii) are Interim Financial Statements were derived from and are in accordance with the books and records of the Company Group and present fairly, in all material respects, the financial position of the applicable members of the Company Group as of the dates thereof and the results of operations, changes in owners’ equity and cash flows of the applicable members of the Company Group for the periods covered by said statements, in conformity with the Agreed Accounting Principles, except as disclosed therein and, in the case of the Interim Financial Statements, except for the absence of schedules and footnote disclosures and any year-end audit adjustments, which in the aggregate are not material. The Company Group has delivered to Purchaser all letters, if any, from the Company Group’s auditors to any member of the Company Group’s board of managers, directors or equivalent governing body or the audit committee thereof during the thirty-six (36) months preceding the execution of this Agreement, together with copies of all responses thereto. (b) No member of the Company Group has liabilities except for: (i) liabilities specifically reflected and adequately reserved against in the Interim Financial Statements; (ii) liabilities which have been incurred by the Company Group subsequent to the date of the Interim Financial Statements in the ordinary course of business and which do not result from any breach of contract, breach of warranty, tort, claim or lawsuit arising as of or prior to Closing; (iii) fairly liabilities under the executory portion of any written Contract by which the Company Group is bound and accurately represent which was entered into in all material respects the financial condition ordinary course of the Business business and which do not result from any breach of contract, breach of warranty, tort, claim or the Company, lawsuit arising as the case may be, at the respective dates specified therein and the results of operations for the respective periods specified therein in conformity with GAAPor prior to Closing; and (iv) liabilities under the executory portion of Permits (as defined below) issued to, or entered into by, the Company Group in the ordinary course of business and which do not result from any violation of Law, breach of contract, breach of warranty, tort, claim or lawsuit arising as of or prior to Closing. (c) No member of the Company Group has any Indebtedness except as disclosed on Schedule 3.5(c). Except for the Promissory Note – Paycheck Protection Program (the “PPP Loan”) disclosed on Schedule 3.5(c), no member of the Company Group has participated in any lending program implemented in response to the COVID-19 pandemic, including the U.S. Small Business Administration’s Paycheck Protection Program or the Federal Reserve’s Main Street Lending Program. No member of the Company Group has deferred any payroll or other employment Taxes other than such deferrals that have been prepared repaid in accordance with GAAP (full as of the date of this Agreement. Each member of the Company Group was, at the time the PPP Loan was applied for and at the time of repayment, eligible to participate in the U.S. Small Business Administration’s Paycheck Protection Program. The certifications made by the Company consistent with past practices provided always that such application was not contrary to GAAP), except for any absence of notes thereto and normal year-end adjustments. There has been no material change in the Company’s accounting policies other than as specifically described in the notes Group to the Company Financial StatementsUnited States Small Business Administration relating to the application for the PPP Loan were true and correct and made in good faith. The Company Group was, at all times, in material compliance with the terms and conditions of the PPP Loan. The PPP Loan was fully repaid on April 30, 2020 and has no Liabilities other than Liabilities set forth impact on the Closing Balance Sheet (provided that such Liability was required transactions contemplated by GAAP to be set forth thereon)this Agreement. (bd) The Company books of account and each other financial records of its Subsidiaries is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy an obligation the members of any Person. No letter of comfort has been given by the Company or any Group, all of its Subsidiarieswhich have been made available to Purchaser, are complete and correct in all material respects and represent actual, bona fide transactions.

Financial. Statements Borrower shall furnish to lender: (a) The Company has delivered to Buyer at the same time as attachments to Schedule 3.6 filed with the Borrower's Annual Report on Form 10-K for each fiscal year of the Company Disclosure Letter Borrower, (i1) an unaudited, estimated a copy of the audited consolidated balance sheet of the Borrower and its subsidiaries as at the end of such year and the related audited consolidated financial statements of income for such year, setting forth in each case in comparative form the figures for the Business dated immediately preceding year, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by Arthxx Xxxexxxx XXX or other independent certified public accountants of nationally recognized standing and (2) a compliance certificate containing all information and calculations necessary for determining compliance with the financial covenant contained in Section 6.14 hereof as of the Closing Date last day of such fiscal year; and (b) at the “Balance Sheet Date” and such unaudited, estimated same time as filed with the Borrower's Quarterly Report on Form 10-Q for each of the first three fiscal quarterly periods of each fiscal year of the Borrower, (1) the unaudited consolidated balance sheet, sheet of the “Company Balance Sheet”), (ii) an Borrower and its subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income statement for such quarter and statement the portion of cash flows the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the three months ended Xxxxx 00previous year, 0000, (xxx) audited consolidated balance sheets certified by the Chief Financial Officer of the Company dated December 31, 2005, and (iv) audited consolidated income statements and statements of cash flows for the years ended December 31, 2005 (all such financial statements of the Company and any notes thereto are hereinafter collectively referred to Borrower as the “Company Financial Statements”). The Company Financial Statements: (i) are correct and complete in all material respects; (ii) are derived from and are in accordance with the books and records of the Company in all material respects; (iii) being fairly and accurately represent stated in all material respects (subject to normal year-end audit adjustments and the omission of footnotes) and (2) a compliance certificate containing all information and calculations necessary for determining compliance with the financial condition covenant contained in Section 6.14 hereof as of the Business last day of such fiscal quarter. All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or the CompanyChief Financial Officer, as the case may be, at the respective dates specified therein and the results of operations for the respective periods specified therein in conformity with GAAP; and (iv) have been prepared in accordance with GAAP (as applied by the Company consistent with past practices provided always that such application was not contrary to GAAP), except for any absence of notes thereto and normal year-end adjustments. There has been no material change in the Company’s accounting policies other than as specifically described in the notes to the Company Financial Statements. The Company has no Liabilities other than Liabilities set forth on the Closing Balance Sheet (provided that such Liability was required by GAAP to be set forth thereondisclosed therein). (b) The Company and each of its Subsidiaries is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy an obligation of any Person. No letter of comfort has been given by the Company or any of its Subsidiaries.

Financial. (a) The Company has delivered to Buyer Other than as attachments to Schedule 3.6 set forth in Section 4.2(a) of the Company Disclosure Letter Schedule, Seller's financial statements, books, accounts and records, as they relate to the Newspapers, are, and have been, maintained in the Newspapers' usual, regular and ordinary manner, in accordance with generally accepted accounting principles consistently applied, and all transactions necessary to present fairly the financial position and results of operations are reflected therein. (ib) an unaudited, estimated consolidated balance sheet for the Business dated as of the Closing Date (the “Balance Sheet Date” and such unaudited, estimated consolidated balance sheet, the “Company Balance Sheet”), (ii) an The unaudited consolidated income statement and statement of cash flows for the three months ended Xxxxx 00, 0000, (xxx) audited consolidated balance sheets of the Company dated Newspapers as of December 31, 20051994 and December 31, 1995, which were used to prepare the financial statements of Seller, which were in turn used to prepare the audited financial statements of the Seller's ultimate parent, and (ivthe unaudited balance sheets of the Newspapers as of July 31, 1996, each as set forth in Section 4.2(a) of the Disclosure Schedule, fairly present the financial position of the Newspapers as at such dates in accordance with generally accepted accounting principles consistently applied for the periods covered thereby, except to the extent that certain 1996 year-end adjustments may not be reflected on the July 31, 1996 balance sheet and except for information ordinarily contained in footnotes to audited consolidated income statements and financial statements. The unaudited statements of cash flows income of the Newspapers for the years ended December 31, 2005 1994 and December 31, 1995, which were used to prepare the financial statement of Seller, which were in turn used to prepare the audited financial statement of Seller's ultimate parent, and the unaudited statement of income of the Newspapers for the seven month period ending July 31, 1996, each as set forth in Section 4.2(a) of the Disclosure Schedules, fairly present the results of operations of the Newspapers for the periods then ended in accordance with generally accepted accounting principles consistently applied except for information ordinarily contained in footnotes to audited financial statements. Complete and accurate copies of each of the above described financial statements are contained in Section 4.2(a) of the Disclosure Schedule (all such of the foregoing financial statements of the Company and any notes thereto described above are hereinafter collectively referred to as the “Company "Financial Statements”"). The Company Financial Statements: (iOther than as set forth above or in Section 4.2(a) are correct and complete in all material respects; (ii) are derived from and are in accordance with the books and records of the Company in all material respects; (iii) Disclosure Schedule, the Financial Statements fairly and accurately represent in all material respects present the financial condition position of the Business or the Company, Newspapers as the case may be, at of the respective dates specified therein thereof, and the results of operations of the Newspapers for the respective periods specified therein in conformity with GAAP; and (iv) have been prepared covered by said statements, in accordance with GAAP generally accepted accounting principles, consistently applied, except for information ordinarily contained in footnotes to audited financials. There were no material liabilities or obligations of the Newspapers whatsoever, whether accrued, contingent or otherwise, which are required under generally accepted accounting principles to be reflected in such financial statements except as and to the extent reflected in such financial statements, or in (c) Seller has good and marketable title to, and the corporate power to sell, or a valid and subsisting leasehold interest in, the tangible Purchased Assets, free and clear of any Liens, except for Permitted Liens. As of the Closing, except for Permitted Liens, no unreleased mortgage, trust deed, chattel mortgage, security agreement, financing statement or other instrument encumbering any of the Purchased Assets will have been recorded, filed, executed or delivered. (d) Except as applied set forth in Section 4.2(d) of the Disclosure Schedule, all Tax and information returns required to have been filed by Seller with any government authority have been duly filed and each such return correctly reflects Seller's Tax liabilities and all other information required to be reported on and as of the Closing. As of the Closing, Seller will have paid all Taxes then due and payable by Seller inclusive of all penalties, assessments or deficits of every nature or description in respect of Seller, and there currently are and as of the Closing there will be, no Liens for unpaid Taxes with respect to the Purchased Assets, the Newspapers or the Excluded Assets (except for Liens for Taxes not yet due and payable). (e) Section 4.2(e) of the Disclosure Schedule sets forth as of the date therein set forth a complete and correct list and brief description of all Equipment material to the Newspapers or the Purchased Assets (including, without limitation, all vehicles, computer equipment, software and software licenses). Except for leased equipment covered by the Company Personal Property Leases, Seller owns outright and has, and at Closing will convey to Purchaser, good title to all the Equipment owned by Seller, free and clear of all Liens other than Permitted Liens. Other than as set forth in Section 4.2(e) of the Disclosure Schedule, all of the Equipment included in the Purchased Assets, including, without limitation, all press units together with all accoutrements, attachments and accessories thereto (such as formers, folders, splicers, inserters, operator consoles and the like), taken as a whole, is in good operating condition and repair, ordinary wear and tear excepted, and other than the Excluded Assets, constitute all of the equipment currently used in connection with the Newspapers. (f) All of the Inventory is in the physical possession and control of Seller at its or its suppliers' facilities or in transit from suppliers. The Inventory is of a quality readily usable and/or saleable in the normal course of the Newspapers' business as conducted by Seller. (g) Section 4.2(g) of the Disclosure Schedule contains a true and correct list and description of all insurance policies (h) Section 4.2(h) of the Disclosure Schedule sets forth every business relationship (other than normal employment relationships and other than as may pertain to the Excluded Assets) between Seller, on the one hand, and any of Seller's or any of Seller's affiliates, officers or directors, on the other hand, which is related to the Newspapers. None of said parties (other than Seller) owns any assets which are used in the Newspapers, except for Excluded Assets or as reflected in Section 4.2(h) of the Disclosure Schedule. (i) All Accounts Receivable are valid and have arisen in the ordinary course of business, represent indebtedness incurred by the applicable account debtor in bona fide third party transactions and are net of reserves. The reserves contained in the Financial Statements have been reported in accordance with generally accepted accounting principles. Seller owns the Accounts Receivable free and clear of all liens for borrowed money, other than liens for borrowed money that will be discharged at the Closing. (j) Since July 31, 1996, Seller's payment of its accounts payable and Seller's collection or other treatment of its Accounts Receivable have been consistent with past practices provided always that such application was not contrary to GAAP), except for any absence of notes thereto and normal year-end adjustments. There has been no material change in the Company’s accounting policies other than as specifically described in the notes to the Company Financial Statements. The Company has no Liabilities other than Liabilities set forth on the Closing Balance Sheet (provided that such Liability was required by GAAP to be set forth thereon)ordinary course of business. (b) The Company and each of its Subsidiaries is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy an obligation of any Person. No letter of comfort has been given by the Company or any of its Subsidiaries.

Financial. (a) The Company has delivered to Buyer as attachments to Schedule 3.6 of the Company Disclosure Letter (i) an unauditedThe Acquired Companies’ books, estimated consolidated accounts and records are, and have been, maintained in the Acquired Companies’ usual, regular and ordinary manner, in accordance with GAAP, and all material transactions to which any Acquired Company has been a party are properly reflected therein, and the Financial Statements (as defined below) have been properly extracted from such books and records. The Acquired Companies have designed, implemented, and maintained sufficient internal controls over accounting and financial reporting such that the Financial Statements (as defined below) have been prepared and fairly presented free from material misstatement. (ii) Schedule 2.2(e)(ii) contains complete and accurate copies of the unaudited balance sheet sheets, statements of operations and other comprehensive income, statements of stockholders’ equity and statements of cash flows and accompanying notes and supplemental information of the Acquired Companies, all as of and for the Business dated as years ending December 31, 2020 and December 31, 2019 (collectively, the “Annual Financial Statements”). Schedule 2.2(e)(ii) also contains complete and accurate copies of the Closing Date (the “Balance Sheet Date” and such unaudited, estimated consolidated unaudited balance sheet, the “Company Balance Sheet”), (ii) an unaudited consolidated statement of income statement and statement of cash flows of the Acquired Companies as of and for the three months ended Xxxxx 00six (6) month period ending June 30, 00002021 (collectively, (xxx) audited consolidated balance sheets of the Company dated December 31, 2005, and (iv) audited consolidated income statements and statements of cash flows for the years ended December 31, 2005 (all such financial statements of the Company and any notes thereto are hereinafter collectively referred to as the “Company Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Company Financial Statements: (i) are correct and complete in all material respects; (ii) are derived from and are in accordance with the books and records of the Company in all material respects; (iii) Statements present fairly and accurately represent in all material respects the financial condition position of the Business or the Company, Acquired Companies as the case may be, at of the respective dates specified therein thereof, and the results of operations and cash flows of the Acquired Companies for the respective periods specified therein in conformity with GAAP; and (iv) have been prepared covered thereby, in accordance with GAAP (as GAAP, consistently interpreted and applied by the Company consistent with past practices provided always that such application was not contrary Acquired Companies, except, (x) for the omission of footnote disclosures required by GAAP, and (y) subject to GAAP), except for any absence of notes thereto and normal customary year-end adjustments. There has been no material change , none of which adjustments in the Company’s accounting policies other than as specifically described current year would, individually or in the notes to the Company Financial Statements. The Company has no Liabilities other than Liabilities set forth on the Closing Balance Sheet (provided that such Liability was required by GAAP to aggregate, be set forth thereon)material. (biii) The No Acquired Company has any Liabilities except for: (A) Liabilities specifically reflected and each adequately reserved against on the December 31, 2020 balance sheet included in the Financial Statements; (B) Liabilities which have been incurred by the Acquired Companies subsequent to December 31, 2020 in the Ordinary Course of its Subsidiaries is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy an obligation Business; (C) Liabilities under the executory portion of any Person. No letter written Contract by which the Acquired Companies are bound and which was entered into in the Ordinary Course of comfort Business; and (D) Liabilities under the executory portion of Permits issued to, or entered into by, the Acquired Companies in the Ordinary Course of Business and, in each case, which do not result from any breach of contract, breach of warranty, tort, claim or lawsuit arising as of or prior to Closing. (iv) Except as disclosed on Schedule 2.2(e)(iv), no Acquired Company has been given by any Indebtedness and no Acquired Company (or Seller on behalf of any Acquired Company) has made any applications that would result in the Company creation of any Indebtedness or made any of its Subsidiariesrequests for assistance or loans from any Governmental Authority, including under the Paycheck Protection Program.

Financial. Copies of (a) The Company has delivered to Buyer as attachments to Schedule 3.6 of the Company Disclosure Letter (i) an unaudited, estimated consolidated balance sheet for the Business dated as of the Closing Date (the “Balance Sheet Date” and such unaudited, estimated consolidated balance sheet, the “Company Balance Sheet”)statement of earnings, (ii) an unaudited consolidated income statement and of shareholders' equity, statement of cash flows for and notes to financial statements (together with any supplementary information thereto) of AIMCOR and the three months ended Xxxxx 00, 0000Subsidiaries, (xxxb) audited consolidated the balance sheets sheet, income statement and notes to financial statements of the Company dated December 31, 2005AIMCOR Germany, and (ivc) the balance sheet, statement of profit and loss, statement of cash flows and notes to the annual accounts (together with any supplementary information thereto)of AIMCOR Luxembourg, each as of and for the fiscal years ended September 30, 1996 and September 30, 1995 and each as audited consolidated income by the Accountants, are contained in Schedule 2.3(i) of the Disclosure Schedule. The financial statements described in the preceding sentence are referred to herein as the "Financial Statements". Copies of the respective unaudited balance sheets and statements of cash flows income of AIMCOR and the Subsidiaries (on a consolidated basis), AIMCOR Germany and AIMCOR Luxembourg, each as of and for the years nine month periods ended December 31June 30, 2005 (all such 1997 and June 30, 1996, are also contained in Schedule 2.3(i) of the Disclosure Schedule. The financial statements of described in the Company and any notes thereto preceding sentence are hereinafter collectively referred to herein as the “Company "Interim Financial Statements”)". The Company Financial Statements: (i) are correct Statements and complete the Interim Financial Statements present fairly, in all material respects; , the respective financial position of AIMCOR (ii) are derived from on a consolidated basis), AIMCOR Luxembourg and are in accordance with the books and records AIMCOR Germany as of the Company in all material respects; (iii) fairly and accurately represent in all material respects the financial condition of the Business or the Company, as the case may be, at the respective dates specified therein thereof and the results of operations and (in the case of the Financial Statements) cash flows of AIMCOR (on a consolidated basis), AIMCOR Luxembourg and AIMCOR Germany for the respective periods specified therein covered by said statements, in conformity with U.S. GAAP; and (iv) have been prepared in accordance with GAAP (as applied by the Company consistent with past practices provided always that such application was not contrary to GAAP), consistently applied, except (w) as disclosed therein, (x) in the case of the Interim Financial Statements, for any absence of notes thereto and normal year-end adjustments. There has been no material change , and (y) in the Company’s accounting policies other than case of the Interim Financial Statements, for the omission of footnote disclosures required by U.S. GAAP. Schedule 2.3(i) of the Disclosure Schedule also contains pro forma versions of the Financial Statements and the Interim Financial Statements, which present fairly, in all material respects, the combined financial condition of the AIMCOR Group as specifically of the dates and for the periods then ended, subject to the adjustments described in such pro forma statements (including, without limitation, elimination from the notes to Financial Statements and the Company Interim Financial Statements the Excluded Assets and the effects of the disposition of the Excluded Assets on the financial position, results of operations and cash flows of AIMCOR for the periods covered by the Financial Statements and the Interim Financial Statements). The Company has As of September 30, 1996, there was no Liabilities other than Liabilities set forth on the Closing Balance Sheet (provided that such Liability was required by GAAP to be set forth thereon). (b) The Company and each of its Subsidiaries is not directly liability or indirectly obliged in any way to guarantee, assume or provide funds to satisfy an obligation of any Personkind required to be disclosed under U.S. GAAP, whether accrued, absolute, fixed or contingent, of any member of the AIMCOR Group that is not disclosed, reflected or reserved against in the Financial Statements as of that date. No letter member of comfort the AIMCOR Group has been given by the Company any obligation to make any "earn out" or any of its Subsidiariessimilar payments.

Financial. (a) The Company has delivered to Buyer as attachments to Schedule 3.6 Each of the Company Disclosure Letter Borrower and the Fund represents and warrants to the Administrative Agent and the Lenders that, since the date of the most recent quarterly consolidated Financial Statements of the Fund, no change in the operations, business, or financial affairs of the Fund, the Borrower or any Restricted Subsidiary has occurred which would reasonably be expected to have a Material Adverse Effect. (b) Each of the Borrower and the Fund represents and warrants to the Administrative Agent and the Lenders as follows: (i) an unauditedall balance sheets, estimated consolidated balance sheet for the Business dated as statements of changes, statements of earnings and retained earnings of the Closing Date (Fund, which have been delivered to the “Balance Sheet Date” Administrative Agent and such unaudited, estimated consolidated balance sheet, the “Company Balance Sheet”), (ii) an unaudited consolidated income statement and statement of cash flows for Lenders since the three months ended Xxxxx 00, 0000, (xxx) audited consolidated balance sheets date of the Company dated December 31last financial statements, 2005, and (iv) audited consolidated income statements and statements of cash flows for the years ended December 31, 2005 (all such financial statements of the Company and any notes thereto are hereinafter collectively referred to as the “Company Financial Statements”). The Company Financial Statements: (i) are correct and complete in all material respects; (ii) are derived from and are in accordance with the books and records of the Company in all material respects; (iii) fairly and accurately represent in all material respects the financial condition of the Business or the Company, as the case may be, at the respective dates specified therein and the results of operations for the respective periods specified therein in conformity with GAAP; and (iv) have been prepared in accordance with GAAP GAAP, and fairly present the financial position and condition of the Fund, as at the respective dates thereof, all other information, certificates, schedules, reports and other papers and data (as applied other than forecasts, projections and budgets) which have been furnished or caused to be furnished to the Administrative Agent and the Lenders are complete, accurate and correct in all material respects at the time the same were stated to be effective and all forecasts, projections and budgets furnished to the Administrative Agent and the Lenders have been prepared in good faith, with commercially reasonable assumptions at the times of their respective preparation; and (ii) each of the Fund, the Borrower and each Restricted Subsidiary has duly filed on a timely basis all Tax returns required to be filed by it, and has paid all Taxes which are due and payable by it, and has paid all Taxes, inclusive of penalties, interest and fines claimed against it (except where it is contesting the Company consistent payment of same in good faith, and it has established to the satisfaction of the Administrative Agent a sufficient reserve in accordance with past practices provided always that such application was not contrary to GAAP); it has made adequate provision for, except and all required instalment payments have been made in respect of, taxes payable for the current period for which returns are not yet required to be filed; there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any absence Tax return or the payment of notes thereto and normal year-end adjustments. There has been any Taxes; there are no material change actions or proceedings, other than standard audit enquiries conducted in the Company’s accounting policies normal course, being taken by Canada Customs and Revenue Agency or any other than as specifically described in Governmental/Judicial Body to enforce the notes to the Company Financial Statements. The Company payment of any Taxes and it has no Liabilities other than Liabilities set forth on the Closing Balance Sheet (provided that such Liability was required by GAAP to be set forth thereon). (b) The Company and each of its Subsidiaries is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy an obligation knowledge of any Person. No letter of comfort has been given such actions or proceedings being contemplated by the Company or any of its Subsidiariessuch authorities.

Financial. (a) The Company has delivered to Buyer as attachments to Schedule 3.6 of the Company Disclosure Letter (i) an unaudited, estimated consolidated The Seller's balance sheet for the Business sheets dated as of the Closing Date (the “Balance Sheet Date” and such unaudited, estimated consolidated balance sheet, the “Company Balance Sheet”), (ii) an unaudited consolidated income statement and statement of cash flows for the three months ended Xxxxx 00, 0000, (xxx) audited consolidated balance sheets of the Company dated December 31, 20051993, December 31, 1994 and (iv) audited consolidated December 31, 1995, as well as income statements and statements of cash flows for the years ended December 31then ended, 2005 delivered to the Buyer (all such cumulatively the "Annual Financial Statements") present fairly the financial statements position of the Company and any notes thereto are hereinafter collectively referred to Seller as the “Company Financial Statements”). The Company Financial Statements: (i) are correct and complete in all material respects; (ii) are derived from and are in accordance with the books and records of the Company in all material respects; (iii) fairly and accurately represent in all material respects the financial condition date of the Business or the Company, as the case may be, at the each respective dates specified therein Annual Financial Statement and the results of operations of the Seller for the respective periods specified therein covered by the Annual Financial Statements in conformity accordance with GAAP; . (ii) The unaudited balance sheet and income statements of the Seller as of September 30, 1996 for the nine-month period then ended delivered to the Buyer present fairly the financial position of the Seller as of the date thereof and the results of operation of the Seller for the period covered thereby in accordance with GAAP, subject to normal recurring year-end adjustments in accordance with the Seller's historical accounting practices. (iii) The unaudited income statements of the Seller as of November 30, 1996, for the period then ended delivered to the Buyer present fairly the financial position of the Seller as of the date thereof and the results of operation of the Seller for the period covered thereby in accordance with GAAP, subject to normal recurring year-end adjustments in accordance with the Seller's historical accounting practices. (iv) Other than the liabilities disclosed in the financial statements described in this Section2(i) or otherwise in this Agreement, there are no liabilities or obligations of the Business (whether absolute, contingent or otherwise) which, if it had occurred or arisen prior to the date of such financial statements, would have been prepared in accordance with GAAP (as applied by the Company consistent with past practices provided always that such application was not contrary to GAAP), except for any absence of notes thereto and normal year-end adjustments. There has been no material change in the Company’s accounting policies other than as specifically described in the notes to the Company Financial Statements. The Company has no Liabilities other than Liabilities set forth on the Closing Balance Sheet (provided that such Liability was required by GAAP to be set forth thereon)reflected in such financial statements. (bv) The Company Disclosure Schedule contains a list of the accounts payable of MDF Facility as of a date not more than seven (7) days prior to the date hereof, identifying the payee and each the amount payable. (vi) The Disclosure Schedule contains a list of its Subsidiaries is the accounts receivable of MDF Facility as of a date not directly or indirectly obliged in any way more than seven (7) days prior to guaranteethe date hereof, assume or provide funds to satisfy an obligation of any Person. No letter of comfort has been given by identifying the Company or any of its Subsidiariespayor and the amount payable.

Financial. Statements Borrower shall furnish to lender: (a) The Company has delivered to Buyer at the same time as attachments to Schedule 3.6 filed with the Borrower's Annual Report on Form 10-K for each fiscal year of the Company Disclosure Letter Borrower, (i1) an unaudited, estimated a copy of the audited consolidated balance sheet of the Borrower and its subsidiaries as at the end of such year and the related audited consolidated financial statements of income for such year, setting forth in each case in comparative form the figures for the Business dated immediately preceding year, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by Xxxxxx Xxxxxxxx LLP or other independent certified public accountants of nationally recognized standing and (2) a compliance certificate containing all information and calculations necessary for determining compliance with the financial covenant contained in Section 6.14 hereof as of the Closing Date last day of such fiscal year; and (b) at the “Balance Sheet Date” and such unaudited, estimated same time as filed with the Borrower's Quarterly Report on Form 10-Q for each of the first three fiscal quarterly periods of each fiscal year of the Borrower, (1) the unaudited consolidated balance sheet, sheet of the “Company Balance Sheet”), (ii) an Borrower and its subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income statement for such quarter and statement the portion of cash flows the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the three months ended Xxxxx 00previous year, 0000, (xxx) audited consolidated balance sheets certified by the Chief Financial Officer of the Company dated December 31, 2005, and (iv) audited consolidated income statements and statements of cash flows for the years ended December 31, 2005 (all such financial statements of the Company and any notes thereto are hereinafter collectively referred to Borrower as the “Company Financial Statements”). The Company Financial Statements: (i) are correct and complete in all material respects; (ii) are derived from and are in accordance with the books and records of the Company in all material respects; (iii) being fairly and accurately represent stated in all material respects (subject to normal year-end audit adjustments and the omission of footnotes) and (2) a compliance certificate containing all information and calculations necessary for determining compliance with the financial condition covenant contained in Section 6.14 hereof as of the Business last day of such fiscal quarter. All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or the CompanyChief Financial Officer, as the case may be, at the respective dates specified therein and the results of operations for the respective periods specified therein in conformity with GAAP; and (iv) have been prepared in accordance with GAAP (as applied by the Company consistent with past practices provided always that such application was not contrary to GAAP), except for any absence of notes thereto and normal year-end adjustments. There has been no material change in the Company’s accounting policies other than as specifically described in the notes to the Company Financial Statements. The Company has no Liabilities other than Liabilities set forth on the Closing Balance Sheet (provided that such Liability was required by GAAP to be set forth thereondisclosed therein). (b) The Company and each of its Subsidiaries is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy an obligation of any Person. No letter of comfort has been given by the Company or any of its Subsidiaries.