Common use of Parent Financial Statements Clause in Contracts

Parent Financial Statements. (i) Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC (the “Parent 10-K”) sets forth a true and complete copy of the audited consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three (3) years in the period ended December 31, 2017 and balance sheets as of December 31, 2017 and 2016 for Parent, including the notes thereto, and (ii) Parent’s Quarterly Report on Form 10-Q for the three months ended September 30, 2018 filed with the SEC (“Parent 10-Q”) sets forth a true and complete copy of the unaudited consolidated statements of income and comprehensive income for each of the three (3) month and nine (9) month periods ended September 30, 2018 and 2017, statements of changes in equity and cash flows for each of the nine (9) month periods ended September 30, 2018 and 2017 and balance sheets as of September 30, 2018 and December 31, 2017 for Parent, including the notes thereto (the referenced financial statements set forth in the Parent 10-K and the Parent 10-Q are collectively referred to as the “Parent Financial Statements”). The Parent Financial Statements comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and 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 position of Parent as of such dates and the consolidated results of operations and cash flows of Parent for such periods (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), except as otherwise noted therein. Except as set forth in the Parent Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a Parent Material Adverse Effect. Parent has not had any disagreement with its independent public accounting firm that required disclosure in the Parent SEC Reports.

Parent Financial Statements. (i) Parent’s Annual Report on Form 10-K The consolidated financial statements for Parent and the Parent Subsidiaries as of and for the fiscal year ended December 31, 2017 filed with 2010 and the SEC (the “Parent 10-K”) sets forth a true and complete copy of the audited consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three (3) years in the period quarter ended December March 31, 2017 and balance sheets as of December 312011, 2017 and 2016 for Parentin each case provided to the Company prior to the date hereof, including the notes thereto, and (ii) Parent’s Quarterly Report on Form 10-Q for the three months ended September 30, 2018 filed with the SEC (“Parent 10-Q”) sets forth a true and complete copy of the unaudited consolidated statements of income and comprehensive income for each of the three (3) month and nine (9) month periods ended September 30, 2018 and 2017, statements of changes in equity and cash flows for each of the nine (9) month periods ended September 30, 2018 and 2017 and balance sheets as of September 30, 2018 and December 31, 2017 for Parent, including the notes thereto (the referenced financial statements set forth in the Parent 10-K and the Parent 10-Q are collectively herein referred to as the “Parent Financial Statements” and the balance sheet of Parent as of March 31, 2011 is herein referred to as the “Parent Balance Sheet”). The Each of the Parent Financial Statements comply as to form (including, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and have been each case, any related notes thereto): (i) was prepared in accordance with GAAP as in effect on the date of such Parent Financial Statements (or such other date as may be reflected in such Parent Financial Statements), in each case applied on a consistent basis throughout the periods covered thereby involved (except as may be indicated in the notes theretothereto or, in the case of any unaudited portion of the Parent Financial Statements, except as such unaudited portion of the Parent Financial Statements may omit footnotes and may be subject to potential year-end adjustments that are not expected, either individually or in the aggregate, to be material); and (ii) and present fairly presented, in all material respects respects, the consolidated financial position of Parent as of such and the Parent Subsidiaries at the respective dates thereof and the consolidated results of their operations and cash flows for the periods indicated, consistent with the books and records of Parent for such periods and the Parent Subsidiaries (subjectexcept as may be indicated in the notes thereto or, in the case of any unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), except as otherwise noted therein. Except as set forth in portion of the Parent Financial Statements, there except as such unaudited portion of the Parent Financial Statements may omit footnotes and may be subject to potential year-end adjustments that are no off-balance sheet arrangements that wouldnot expected, either individually or in the aggregate, have a to be material). No financial statements of any Person other than Parent Material Adverse Effectand the Parent Subsidiaries actually included in the Parent Financial Statements are required by GAAP to be included in the Parent Financial Statements. Except as required by GAAP, Parent has not, between the last day of its most recently ended fiscal year and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on such last day of its most recently ended fiscal year. Parent has not had any material dispute with any of its auditors regarding accounting matters or policies during any of its past three (3) full fiscal years or during the current fiscal year that is currently outstanding or that resulted (or would reasonably be expected to result) in an adjustment to, or any restatement of, the Parent Financial Statements. No current or former independent auditor for Parent has resigned or been dismissed from such capacity as a result of or in connection with any disagreement with its independent public Parent on a matter of accounting firm that required disclosure in the Parent SEC Reportspractices.

Parent Financial Statements. (i) Parent’s Annual Report on Form 10-K The consolidated financial statements for Parent and the Parent Subsidiaries as of and for the fiscal year years ended December 31, 2017 filed with 2013, 2014 and 2015 and the SEC (the “Parent 10-K”) sets forth a true and complete copy of the audited consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three (3) years in the period quarter ended December 31, 2017 and balance sheets as of December 31, 2017 and 2016 for Parent, including the notes thereto, and (ii) Parent’s Quarterly Report on Form 10-Q for the three months ended September June 30, 2018 filed with 2016, in each case provided to the SEC (“Parent 10-Q”) sets forth a true and complete copy of Company prior to the unaudited consolidated statements of income and comprehensive income for each of the three (3) month and nine (9) month periods ended September 30date hereof, 2018 and 2017, statements of changes in equity and cash flows for each of the nine (9) month periods ended September 30, 2018 and 2017 and balance sheets as of September 30, 2018 and December 31, 2017 for Parent, including the notes thereto (the referenced financial statements set forth in the Parent 10-K and the Parent 10-Q are collectively herein referred to as the “Parent Financial Statements” and the balance sheet of Parent as of June 30, 2016 is herein referred to as the “Parent Balance Sheet”). The Each of the Parent Financial Statements comply as to form (including, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and have been each case, any related notes thereto): (i) was prepared in accordance with GAAP as in effect on the date of such Parent Financial Statements (or such other date as may be reflected in such Parent Financial Statements), in each case applied on a consistent basis throughout the periods covered thereby involved (except as may be indicated in the notes theretothereto or, in the case of any unaudited portion of the Parent Financial Statements, except as such unaudited portion of the Parent Financial Statements may omit footnotes and may be subject to potential year-end adjustments that are not expected, either individually or in the aggregate, to be material); and (ii) and present fairly presented, in all material respects respects, the consolidated financial position of Parent as of such and the Parent Subsidiaries at the respective dates thereof and the consolidated results of their operations and cash flows for the periods indicated, consistent with the books and records of Parent for such periods and the Parent Subsidiaries (subjectexcept as may be indicated in the notes thereto or, in the case of any unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), except as otherwise noted therein. Except as set forth in portion of the Parent Financial Statements, there except as such unaudited portion of the Parent Financial Statements may omit footnotes and may be subject to potential year-end adjustments that are no off-balance sheet arrangements that wouldnot expected, either individually or in the aggregate, have a to be material). No financial statements of any Person other than Parent Material Adverse Effectand the Parent Subsidiaries actually included in the Parent Financial Statements are required by GAAP to be included in the Parent Financial Statements. Except as required by GAAP, Parent has not, between the last day of its most recently ended fiscal year and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on such last day of its most recently ended fiscal year. Parent has not had any material dispute with any of its auditors regarding accounting matters or policies during any of its past three (3) full fiscal years or during the current fiscal year that is currently outstanding or that resulted (or would reasonably be expected to result) in an adjustment to, or any restatement of, the Parent Financial Statements. No current or former independent auditor for Parent has resigned or been dismissed from such capacity as a result of or in connection with any disagreement with its independent public Parent on a matter of accounting firm that required disclosure in the Parent SEC Reportspractices.