Common use of Historical Financial Statements; Pro Forma Financial Statements Clause in Contracts

Historical Financial Statements; Pro Forma Financial Statements. (a) The Historical Acquired Company Financial Statements were prepared in conformity with GAAP and present fairly, in all material respects, the consolidated financial position of the Acquired Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Acquired Company and its Subsidiaries for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Acquired Company Financial Statements or the notes thereto except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (b) The Pro Forma Balance Sheet delivered pursuant to paragraph (k) of Section 3.1 (i) have been prepared by the Borrower in good faith based on assumptions that were believed by the Borrower to be reasonable at the time made and are believed by the Borrower to be reasonable on the Closing Date, (ii) accurately reflect in all material respects all adjustments necessary to give effect to the Transactions and (iii) present fairly, in all material respects, the pro forma financial position and results of operations of the Borrower and its consolidated Subsidiaries as of the date and for the period stated therein as if the Transactions had occurred on such date or at the beginning of such period, as the case may be.

Historical Financial Statements; Pro Forma Financial Statements. (a) The Historical Borrower Financial Statements were prepared in conformity with GAAP and present fairly, in all material respects, the consolidated financial position of the Borrower and the Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Borrower and the Subsidiaries for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. The Historical Acquired Company Financial Statements were prepared in conformity with GAAP and present fairly, in all material respects, the consolidated financial position of the Acquired Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Acquired Company and its Subsidiaries for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Borrower Financial Statements, the Historical Acquired Company Financial Statements or the notes thereto except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (b) The Pro Forma Balance Sheet Financial Statements delivered pursuant to paragraph (kSection 3.1(k) of Section 3.1 (i) have been prepared by the Borrower in good faith based on assumptions that were believed by the Borrower to be reasonable at the time made and are believed by the Borrower to be reasonable on the Closing Date, (ii) accurately reflect in all material respects all adjustments necessary to give effect to the Transactions and (iii) present fairly, in all material respects, the pro forma financial position and results of operations of the Borrower and its consolidated Subsidiaries as of the date and for the period stated therein as if the Transactions had occurred on such date or at the beginning of such period, as the case may be.

Historical Financial Statements; Pro Forma Financial Statements. (a) The Historical Acquired Company Financial Statements were prepared in conformity with GAAP and present fairlyfairly present, in all material respects, the financial position, on a consolidated financial position basis, of the Acquired Company and its Subsidiaries Persons described in such financial statements as of at the respective dates thereof and the consolidated results of operations and cash flows flows, on a consolidated basis, of the Acquired Company and its Subsidiaries entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustmentsadjustments and in the case of interim statements, to the absence of footnotes. The pro forma financial statements of the Borrower and its Subsidiaries represent good faith estimations of the pro forma financial position of the Borrower and its Subsidiaries as at April 30, 2017, and the pro forma results of the operations of the Borrower and its Subsidiaries for the period covered thereby, and all such pro forma financial statements have been prepared in all material respects on a basis consistent with the audited Historical Financial Statements of the Borrower, subject to adjustments and assumptions believed in good faith by management of the Borrower to be reasonable at the time made and which remain reasonable as of the Closing Date. As of the Closing Date, neither the Borrower nor any Restricted Subsidiary of its Subsidiaries has any contingent liability or liability for Taxestaxes, long-long term lease or unusual forward or long-long term commitment that is not reflected in the Historical Acquired Company Financial Statements or the notes thereto except as could not, individually or and which in the aggregate, reasonably be expected to result any such case is material in a Material Adverse Effect. (b) The Pro Forma Balance Sheet delivered pursuant to paragraph (k) of Section 3.1 (i) have been prepared by the Borrower in good faith based on assumptions that were believed by the Borrower to be reasonable at the time made and are believed by the Borrower to be reasonable on the Closing Date, (ii) accurately reflect in all material respects all adjustments necessary to give effect relation to the Transactions and business, operations, properties, assets, condition (iiifinancial or otherwise) present fairly, in all material respects, the pro forma financial position and results of operations or prospects of the Borrower and its consolidated Subsidiaries taken as of the date and for the period stated therein as if the Transactions had occurred on such date or at the beginning of such period, as the case may bea whole.

Historical Financial Statements; Pro Forma Financial Statements. (a) The Historical Acquired Company Financial Statements were prepared in conformity with GAAP and present fairlyfairly present, in all material respects, the financial position, on a consolidated financial position basis, of the Acquired Company and its Subsidiaries Persons described in such financial statements as of the respective dates thereof and the consolidated results of operations and cash flows flows, on a consolidated basis, of the Acquired Company and its Subsidiaries Persons described in such financial statements for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, after giving effect to the Transactions, neither the Borrower nor any Restricted Subsidiary has any contingent liability or liability for Taxes, long-term lease leases not listed in Schedule 4.13 or unusual forward or long-term commitment commitments that is not reflected in the Historical Acquired Company Financial Statements or the notes thereto and that, in any such case, is material in relation to the business, operations, assets or financial condition of the Borrower and the Subsidiaries, taken as a whole, except as could not, individually for any such liability or commitment arising in the aggregate, reasonably respect of any Adverse Proceedings not required to be expected disclosed in order to result in avoid a Material Adverse Effectmisrepresentation under Section 4.11. (b) The Pro Forma Balance Sheet delivered pursuant to paragraph (k) of Section 3.1 Financial Statements (i) have been prepared by the Borrower in good faith faith, based on the assumptions that were believed by the Borrower on the date hereof to be reasonable at the time made and are believed by the Borrower to be reasonable on the Closing Datereasonable, (ii) accurately reflect in all material respects all adjustments necessary to give effect to the Transactions and (iii) present fairly, in all material respects, the pro forma financial position and position, results of operations and cash flows of the Borrower and its consolidated the Subsidiaries as of the such date and for the such period stated therein as if the Transactions had occurred on such date or at the beginning of such period, as the case may be.

Historical Financial Statements; Pro Forma Financial Statements. (a) The Historical Borrower Financial Statements were prepared in conformity with GAAP and present fairly, in all material respects, the consolidated financial position of the Borrower and the Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Borrower and the Subsidiaries for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. The Historical Acquired Company Financial Statements were prepared in conformity with GAAP and present fairly, in all material respects, the consolidated financial position of the Acquired Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Acquired Company and its Subsidiaries for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Borrower Financial Statements, the Historical Acquired Company Financial Statements or the notes thereto except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (b) The Pro Forma Balance Sheet Financial Statements delivered pursuant to paragraph (k) of Section 3.1 3 (i) have been prepared by the Borrower in good faith based on assumptions that were believed by the Borrower to be reasonable at the time made and are believed by the Borrower to be reasonable on the Closing Date, (ii) accurately reflect in all material respects all adjustments necessary to give effect to the Transactions and (iii) present fairly, in all material respects, the pro forma financial position and results of operations of the Borrower and its consolidated Subsidiaries as of the date and for the period stated therein as if the Transactions had occurred on such date or at the beginning of such period, as the case may be.

Historical Financial Statements; Pro Forma Financial Statements. (a) The Historical Acquired Company Financial Statements were prepared in conformity with GAAP and present fairly, in all material respects, the consolidated financial position of the Acquired Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Acquired Company and its Subsidiaries for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any contingent liability or liability for Taxes, long-term lease or unusual ​ ​ forward or long-term commitment that is not reflected in the Historical Acquired Company Financial Statements or the notes thereto except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (b) The Pro Forma Balance Sheet delivered pursuant to paragraph (k) of Section 3.1 (i) have been prepared by the Borrower in good faith based on assumptions that were believed by the Borrower to be reasonable at the time made and are believed by the Borrower to be reasonable on the Closing Date, (ii) accurately reflect in all material respects all adjustments necessary to give effect to the Transactions and (iii) present fairly, in all material respects, the pro forma financial position and results of operations of the Borrower and its consolidated Subsidiaries as of the date and for the period stated therein as if the Transactions had occurred on such date or at the beginning of such period, as the case may be.

Historical Financial Statements; Pro Forma Financial Statements. (a) The Historical Acquired Company Financial Statements were prepared in conformity with GAAP and present fairlyfairly present, in all material respects, the financial position, on a consolidated financial position basis, of the Acquired Company and its Subsidiaries Persons described in such financial statements as of at the respective dates thereof and the consolidated results of operations and cash flows flows, on a consolidated basis, of the Acquired Company and its Subsidiaries entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustmentsadjustments and in the case of interim statements, to the absence of footnotes. The pro forma financial statements of the Borrower and its Subsidiaries as presented in the offering memorandum distributed in connection with the initial offer and sale of the Secured Notes represent good faith estimations of the pro forma financial position of the Borrower and its Subsidiaries as at July 27, 2013, and the pro forma results of the operations of the Borrower and its Subsidiaries for the period covered thereby, and all such pro forma financial statements have been prepared in all material respects on a basis consistent with the audited Historical Financial Statements of the Borrower, subject to adjustments and assumptions believed in good faith by management of the Borrower to be reasonable at the time made and which remain reasonable as of the Closing Date. As of the Closing Date, neither the Borrower nor any Restricted Subsidiary of its Subsidiaries has any contingent liability or liability for Taxestaxes, long-long term lease or unusual forward or long-long term commitment that is not reflected in the Historical Acquired Company Financial Statements or the notes thereto except as could not, individually or and which in the aggregate, reasonably be expected to result any such case is material in a Material Adverse Effect. (b) The Pro Forma Balance Sheet delivered pursuant to paragraph (k) of Section 3.1 (i) have been prepared by the Borrower in good faith based on assumptions that were believed by the Borrower to be reasonable at the time made and are believed by the Borrower to be reasonable on the Closing Date, (ii) accurately reflect in all material respects all adjustments necessary to give effect relation to the Transactions and business, operations, properties, assets, condition (iiifinancial or otherwise) present fairly, in all material respects, the pro forma financial position and results of operations or prospects of the Borrower and its consolidated Subsidiaries taken as of the date and for the period stated therein as if the Transactions had occurred on such date or at the beginning of such period, as the case may bea whole.

Historical Financial Statements; Pro Forma Financial Statements. (a) The Historical Acquired Company Financial Statements were prepared in conformity with GAAP and present fairly, in all material respects, the consolidated financial position of the Acquired Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Acquired Company and its Subsidiaries for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Acquired Company Financial Statements or the notes thereto except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (ba) The Pro Forma Balance Sheet delivered pursuant to paragraph (k) of Section 3.1 (i) have been prepared by the Borrower in good faith based on assumptions that were believed by the Borrower to be reasonable at the time made and are believed by the Borrower to be reasonable on the Closing Date, (ii) accurately reflect in all material respects all adjustments necessary to give effect to the Transactions and (iii) present fairly, in all material respects, the pro forma financial position and results of operations of the Borrower and its consolidated Subsidiaries as of the date and for the period stated therein as if the Transactions had occurred on such date or at the beginning of such period, as the case may be.. DMFIRM #406105327 v2 129