Common use of Preparation of Financial Statements Clause in Contracts

Preparation of Financial Statements. The consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries, as of the dates indicated, and the corresponding consolidated results of the operations and cash flows for the periods specified. Such financial statements (except as disclosed in the notes thereto or otherwise stated therein) have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the entire period involved. The financial statement schedules, if any, included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial information and the related notes thereto included in each of the Registration Statement, the Disclosure Package and the Prospectus has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are set forth in each of the Registration Statement, the Disclosure Package and the Prospectus.

Preparation of Financial Statements. The consolidated financial statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company Company, MedQuist Inc. and its Spheris Inc., as applicable, and their respective subsidiaries, as of and at the dates indicated, indicated and the corresponding consolidated results of the their operations and cash flows for the periods specified. Such financial statements (except as disclosed in the notes thereto or otherwise stated therein) have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the entire period periods involved, except as may be expressly stated in the related notes thereto. The No other financial statement schedules, if any, statements and no supporting schedules are required to be included in the Registration Statement, Statement or the Disclosure Package Prospectus. The historical financial data set forth in the Registration Statement and the Prospectus under the captions “Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial Data,” “Selected Consolidated Financial and Other Data” and “Capitalization” fairly present fairly in all material respects the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included contained in the Registration Statement, the Disclosure Package Statement and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma consolidated financial information statements of the Company and its subsidiaries and the related notes thereto included under the caption “Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial Data,” “Unaudited Pro Forma Condensed Combined Financial Data” and elsewhere in each of the Prospectus and in the Registration StatementStatement present fairly in all material respects the information contained therein, the Disclosure Package and the Prospectus has have been prepared in accordance with the Commission’s rules and guidance guidelines with respect to pro forma financial informationstatements and have been presented in all material respects on the bases described therein, and the assumptions underlying such pro forma financial information used in the preparation thereof are reasonable andreasonable, and the adjustments used therein have been property applied to the extent such assumptions are material historical amounts to an understanding of such pro forma financial information, are set forth in each of give effect to the Registration Statement, the Disclosure Package transactions and the Prospectuscircumstances referred to therein.

Preparation of Financial Statements. The consolidated financial statements included filed with the Commission as a part of and incorporated by reference in the Registration Statement, Statement and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries, subsidiaries as of and at the dates indicated, indicated and the corresponding consolidated results of the operations their operations, stockholders’ equity and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements (except and supporting schedules comply as disclosed in to form with the notes thereto or otherwise stated therein) applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the entire period periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial statement schedules, if any, included data set forth in the Preliminary Prospectus and the Prospectus under the captions “Summary Consolidated Financial Data” and “Capitalization” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements incorporated by reference in the Registration Statement. The Company’s ratios of earnings to fixed charges set forth in each of the Preliminary Prospectus and the Prospectus under the captions “Summary Consolidated Financial Data,” “Ratio of Earnings to Fixed Charges,” and in Exhibit 12 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S‑K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present fairly in all material respects the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial information and the related notes thereto included in each of the Registration Statement, the Disclosure Package and the Prospectus has have been prepared in accordance with the Commission’s 's rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are set forth guidelines applicable thereto. All disclosures contained in each of the Registration Statement, the Disclosure Package and the ProspectusProspectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the Exchange Act.

Preparation of Financial Statements. The consolidated financial statements included filed with the Commission as a part of or incorporated by reference in the Registration Statement, Statement and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company Partnership and its subsidiaries, as of and at the dates indicated, indicated and the corresponding consolidated results of the their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements (except and supporting schedules comply as disclosed in to form with the notes thereto or otherwise stated therein) applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the entire period periods involved. The financial statement schedules, if any, included except as may be expressly stated in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectusrelated notes thereto. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to or incorporated by reference in the Registration Statement Prospectus and the Disclosure Package fairly presents present the information called for in all material respects and has have been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma No other financial information and the related notes thereto statements or supporting schedules are required to be included or incorporated by reference in each of the Registration Statement, . The financial data set forth in the Disclosure Package Preliminary Prospectus and the Prospectus has been prepared under the captions “Prospectus Supplement Summary—Summary Consolidated Historical Financial Data” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in accordance with the CommissionRegistration Statement. The Partnership’s rules and guidance with respect ratios of earnings to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are fixed charges set forth in each of the Registration Statement, the Disclosure Package Preliminary Prospectus and the ProspectusProspectus under the captions “Prospectus Supplement Summary—Summary Consolidated Historical Financial Data,” and “Ratio of Earnings to Fixed Charges” and in Exhibit 12.1 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities Act.

Preparation of Financial Statements. The consolidated financial statements included filed with the Commission as a part of and incorporated by reference in the Registration Statement, Statement and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries, subsidiaries as of and at the dates indicated, indicated and the corresponding consolidated results of the operations their operations, stockholders’ equity and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements (except and supporting schedules comply as disclosed in to form with the notes thereto or otherwise stated therein) applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the entire period periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial statement schedules, if any, included data set forth in the Preliminary Prospectus and the Prospectus under the captions “Prospectus Supplement—Summary Consolidated Financial Data” and “Capitalization” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements incorporated by reference in the Registration Statement. The Company’s ratios of earnings to fixed charges set forth in each of the Preliminary Prospectus and the Prospectus under the captions “Prospectus Supplement—Summary Consolidated Financial Data,” “Prospectus—Consolidated Ratio of Earnings to Fixed Charges,” and in Exhibit 12 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present fairly in all material respects the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has have been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial information and the related notes thereto included All disclosures contained in each of the Registration Statement, the Disclosure Package and the Prospectus has been prepared in accordance with regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission’s rules and guidance ) comply with respect to pro forma financial information, and Regulation G under the assumptions underlying such pro forma financial information are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are set forth in each of the Registration Statement, the Disclosure Package and the ProspectusExchange Act.

Preparation of Financial Statements. The consolidated financial statements included filed with the Commission and incorporated by reference in the Registration Statement, the Disclosure Package Package, the Prospectus and the Canadian Final Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries, subsidiaries as of and at the dates indicated, indicated and the corresponding consolidated results of the their operations and cash flows for the periods specified. Such financial statements (except comply, in all material respects, as disclosed in to form with the notes thereto or otherwise stated therein) applicable accounting requirements of Regulation S-X and have been prepared in all material respects in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the entire period periods involved, except as may be disclosed in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial statement schedulesdata set forth in the Disclosure Package, if anythe Prospectus and the Canadian Final Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial Data” and “Capitalization” present fairly in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma combined financial statements of the Company and its subsidiaries and the related notes thereto incorporated by reference in each of the Disclosure Package, the Prospectus, the Canadian Final Prospectus and the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company’s ratios of earnings to fixed charges set forth in each of the Disclosure Package, the Prospectus and the Canadian Final Prospectus under the caption “Prospectus Supplement Summary—Summary Historical Consolidated Financial Data,” and in Exhibit 12 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present fairly in all material respects the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has have been prepared prepared, in all material respects respects, in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial information and the related notes thereto included in each of the Registration Statement, the Disclosure Package and the Prospectus has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are set forth in each of the Registration Statement, the Disclosure Package and the Prospectus.

Preparation of Financial Statements. The consolidated financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package Preliminary Prospectus, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, together with the related notes and schedules, present fairly the consolidated financial positions of the entities purported to be shown thereby as of the dates indicated and the consolidated results of operations, cash flows and changes in partners’ equity of such entities for the periods specified and have been prepared in all material respects in compliance with the consolidated financial position requirements of the Company Securities Act and its subsidiaries, as of the dates indicated, Exchange Act and the corresponding consolidated results of the operations and cash flows for the periods specified. Such financial statements (except as disclosed in the notes thereto or otherwise stated therein) have been prepared in conformity with U.S. generally accepted accounting principles applied on a consistent basis throughout during the entire period periods involved. The , except to the extent disclosed therein; all pro forma financial statement schedules, if any, statements or data included or incorporated by reference in the Registration Statement, the Disclosure Package Preliminary Prospectus, the Prospectus and the Prospectus present fairly Permitted Free Writing Prospectuses, if any, comply in all material respects with the information required requirements of the Securities Act (including, without limitation, Regulation S-X under the Securities Act) and the Exchange Act (including, without limitation, Regulation G under the Securities Act), Item 10 under Regulation S-K and Financial Accounting Standards Board Interpretation No. 46, and the assumptions used in the preparation of such pro forma financial statements and data are, in the judgment of the management of GP LLC, reasonable, the pro forma adjustments used therein are appropriate to be stated therein. The summary give effect to the transactions or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data; the other financial and statistical data and selected financial data included contained or incorporated by reference in the Registration Statement, the Disclosure Package Preliminary Prospectus, the Prospectus and the Prospectus present Permitted Free Writing Prospectuses, if any, are accurately and fairly in all material respects the information shown therein presented and have been compiled prepared on a basis consistent with that the financial statements and books and records of the audited consolidated Partnership Entities; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial information and the related notes thereto included in each of the Registration Statement, the Disclosure Package and Preliminary Prospectus or the Prospectus has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information that are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are set forth in each of the Registration Statement, the Disclosure Package and the Prospectusnot included or incorporated by reference as required.

Preparation of Financial Statements. The consolidated financial statements statements, together with the related schedules and notes, included in or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus Offering Memorandum present fairly in all material respects the consolidated financial position of the Company and its subsidiaries, subsidiaries as of and at the dates indicated, indicated and the corresponding consolidated results of the their operations and cash flows for the periods specified. Such financial statements (except and supporting schedules comply as disclosed in to form with the notes thereto or otherwise stated therein) applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the entire period periods involved, except as may be expressly stated in the related notes thereto. The financial statement schedules, if any, included data set forth in the Registration Statement, Offering Memorandum under the Disclosure Package captions “Summary—Summary Consolidated Historical Financial Data” and the Prospectus “Capitalization” fairly present fairly in all material respects the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included contained in the Registration StatementCompany’s Form 10-K filed with the Commission for the fiscal year ended September 30, the Disclosure Package and the Prospectus2010. The interactive data Company’s ratios of earnings to fixed charges set forth in each of the eXtensible Business Reporting Language (Offering Memorandum under the captions “XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for Summary—Summary Consolidated Historical Financial Data have been calculated in compliance in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable theretorequirements of Item 503(d) of Regulation S-K under the Securities Act. The pro forma financial information data of the Company and the related notes thereto its subsidiaries included in each of the Registration StatementOffering Memorandum present fairly the information contained therein, the Disclosure Package and the Prospectus has have been prepared in accordance with the Commission’s rules and guidance guidelines with respect to pro forma financial informationdata and have been properly presented on the bases described therein, and the assumptions underlying such pro forma financial information used in the preparation thereof are reasonable and, and the adjustments used therein are appropriate to give effect to the extent such assumptions are material transactions and circumstances referred to an understanding of such pro forma financial information, are set forth in each of the Registration Statement, the Disclosure Package and the Prospectustherein.

Preparation of Financial Statements. The audited consolidated financial statements included in and related notes and supporting schedules of the Company and the Subsidiaries incorporated by reference into the Registration Statement, the General Disclosure Package and the Prospectus (the “Financial Statements”) present fairly fairly, in all material respects respects, the consolidated financial position position, results of operations and cash flows of the Company and its subsidiariesconsolidated Subsidiaries, as of the respective dates indicated, and the corresponding consolidated results of the operations and cash flows for the respective periods specified. Such financial statements (except as disclosed in the notes thereto or otherwise stated therein) to which they apply and have been prepared in conformity accordance with generally accepted accounting principles of the United States, applied on a consistent basis throughout the entire period involved. periods involved (“GAAP”) and the requirements of Regulation S-X. The financial statement schedules, if any, included data set forth under the captions “Summary Selected Consolidated Historical Financial Information” in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have has been compiled prepared on a basis consistent with that of the audited consolidated Financial Statements. All other financial, statistical and market and industry data and forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Registration Statement, the General Disclosure Package and the Prospectus are fairly and accurately presented, in all material respects, are based on or derived from sources that the Company believes to be reliable and accurate and are presented on a reasonable basis. No other financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the CommissionSEC’s rules and guidelines applicable thereto. The pro forma financial information and To the related notes thereto included extent applicable, all disclosures contained in each of the Registration Statement, the General Disclosure Package and or the Prospectus has been prepared in accordance with regarding “non-GAAP financial measures” (as such term is defined by the CommissionSEC’s rules and guidance regulations) comply with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are set forth in each Regulation G of the Registration StatementExchange Act and Item 10 of Regulation S-K under the Exchange Act, the Disclosure Package and the Prospectusas applicable.

Preparation of Financial Statements. The consolidated financial statements included filed with the Commission as a part of and incorporated by reference in the Registration Statement, Statement and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries, subsidiaries as of and at the dates indicated, indicated and the corresponding consolidated results of the operations their operations, stockholders’ equity and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements (except and supporting schedules comply as disclosed in to form with the notes thereto or otherwise stated therein) applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the entire period periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial statement schedules, if any, included data set forth in the Preliminary Prospectus and the Prospectus under the captions “Summary Consolidated Financial Data” and “Capitalization” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements incorporated by reference in the Registration Statement. The Company’s ratios of earnings to fixed charges set forth in each of the Preliminary Prospectus and the Prospectus under the captions “Summary Consolidated Financial Data,” “Ratio of Earnings to Fixed Charges,” and in Exhibit 12 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present fairly in all material respects the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has have been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial information and the related notes thereto included All disclosures contained in each of the Registration Statement, the Disclosure Package and the Prospectus has been prepared in accordance with regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission’s rules and guidance ) comply with respect to pro forma financial information, and Regulation G under the assumptions underlying such pro forma financial information are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are set forth in each of the Registration Statement, the Disclosure Package and the ProspectusExchange Act.

Preparation of Financial Statements. The consolidated financial statements filed with the Commission included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus Offering Memorandum, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company Guarantor and its consolidated subsidiaries and the Target and its consolidated subsidiaries, as of and at the dates indicated, indicated and the corresponding consolidated results of the their operations and cash flows for the periods specified. Such financial statements (except comply as disclosed in to form with the notes thereto or otherwise stated therein) applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the entire period periods involved, except as may be expressly stated in the related notes thereto. The financial statement schedules, if any, included data set forth in the Registration Statement, the Disclosure Package Preliminary Offering Memorandum and the Prospectus Offering Memorandum under the captions “Summary Financial Data of Anixter International” and “Capitalization” fairly present fairly in all material respects the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included in the Registration Statement, Disclosure Package and the Offering Memorandum. The pro forma financial statements and the related notes thereto included in the Disclosure Package and the ProspectusOffering Memorandum present fairly the information shown therein and have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements except for the omission of the unaudited pro forma combined statement of income for the six months ended July 3, 2015, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The information appearing in the Preliminary Offering Memorandum, and the Offering Memorandum under the caption “Unaudited Pro Forma Combined Financial Information” presents fairly the information shown therein and has been prepared on a basis consistent with that of the pro forma financial statements included in the Disclosure Package and the Offering Memorandum. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to of the Registration Statement Guarantor incorporated by reference in the Disclosure Package and the Offering Memorandum fairly presents present the information called for in all material respects and has have been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial information and the related notes thereto included in each of the Registration Statement, the Disclosure Package and the Prospectus has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are set forth in each of the Registration Statement, the Disclosure Package and the Prospectus.

Preparation of Financial Statements. The consolidated financial statements included of the Company filed with the Commission as a part of or incorporated by reference in the Registration Statement, Statement and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries, subsidiaries as of and at the dates indicated, indicated and the corresponding consolidated results of the their operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements (except and supporting schedules comply as disclosed to form in all material respects with the notes thereto or otherwise stated therein) applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the entire period periods involved, except as may be expressly stated in the related notes thereto. The No other financial statement schedules, if any, statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. Except with respect to any pro forma data, the Disclosure Package historical financial data set forth in the preliminary prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Selected Financial and Operating Data”, “Selected Consolidated Historical Financial Data” and “Capitalization” fairly present fairly in all material respects the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited consolidated financial statements contained in the Registration Statement. In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto is included in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The , such pro forma financial information statements and the related notes thereto included in each of present fairly the Registration Statementinformation shown therein, the Disclosure Package and the Prospectus has have been prepared in accordance with the Commission’s rules and guidance guidelines with respect to pro forma financial informationstatements and have been properly compiled on the bases described therein, and the assumptions underlying such pro forma financial information used in the preparation thereof are reasonable and, and the adjustments used therein are appropriate to give effect to the extent such assumptions are material transactions and circumstances referred to an understanding therein. The Company’s ratios of such pro forma financial information, are earnings to fixed charges set forth in each of the Registration Statement, the Disclosure Package and the ProspectusProspectus under the captions “Preliminary Prospectus Summary—Summary Financial and Operating Data” and “Ratio of Earnings to Fixed Charges” and in Exhibit 12 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities Act.

Preparation of Financial Statements. The consolidated financial statements included filed with the Commission as a part of or incorporated by reference in the Registration Statement, Statement and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries, subsidiaries as of and at the dates indicated, indicated and the corresponding consolidated results of the their operations and cash flows for the periods specified. The supporting schedules, if any, included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements (except and supporting schedules, if any, comply as disclosed in to form with the notes thereto or otherwise stated therein) applicable accounting requirements of Regulation S-X and have been prepared in conformity with U.S. generally accepted accounting principles applied on a consistent basis throughout the entire period periods involved, except as may be expressly stated in the related notes thereto. The No other financial statement schedules, if any, statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, . The financial data set forth in the Disclosure Package Preliminary Prospectus and the Prospectus under the captions “Prospectus Summary—Summary Historical Consolidated Financial Data,” “Selected Historical Consolidated Financial Data” and “Capitalization” fairly present fairly in all material respects the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown set forth therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included contained in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit Company’s ratios of earnings to the Registration Statement fairly presents the information called for in all material respects fixed charges and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial information and the related notes thereto included in each ratios of the Registration Statement, the Disclosure Package and the Prospectus has been prepared in accordance with the Commission’s rules and guidance with respect earnings to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are fixed charges set forth in each of the Registration Statement, the Disclosure Package Preliminary Prospectus and the ProspectusProspectus under the captions “Prospectus Summary—Summary Historical Consolidated Financial Data,” “Selected Historical Consolidated Financial Data” and in Exhibit 12 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities Act.

Preparation of Financial Statements. The consolidated financial statements included of the Company and its subsidiaries filed with the Commission as a part of and incorporated by reference in the Registration Statement, Statement and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries, subsidiaries as of and at the dates indicated, indicated and the corresponding consolidated results of the operations their operations, stockholders’ equity and cash flows for the periods specified. Such The financial statements (except of PTL and its subsidiaries filed with the Commission as disclosed in the notes thereto or otherwise stated therein) have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the entire period involved. The financial statement schedules, if any, included part of and incorporated by reference in the Registration Statement, Statement and included or incorporated by reference in the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of PTL and its subsidiaries as of and at the dates indicated and the results of their operations, stockholders’ equity and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The summary financial data set forth in the Preliminary Prospectus and selected the Prospectus under the captions “Summary Consolidated Financial Data” and “Capitalization” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements incorporated by reference in the Registration Statement. The PLDOCS01/88361.2A6 interactive data included in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial information and the related notes thereto included in each of the Registration Statement, the Disclosure Package and the Prospectus has have been prepared in accordance with the Commission’s 's rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are set forth guidelines applicable thereto. All disclosures contained in each of the Registration Statement, the Disclosure Package and the ProspectusProspectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the Exchange Act.

Preparation of Financial Statements. The consolidated financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package Preliminary Prospectus, the Prospectus and the Prospectus Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, present fairly the consolidated financial positions of the entities purported to be shown thereby as of the dates indicated and the consolidated results of operations, cash flows and changes in partners’ equity of such entities for the periods specified and have been prepared in all material respects in compliance with the consolidated financial position requirements of the Company Securities Act and its subsidiaries, as of the dates indicated, Exchange Act and the corresponding consolidated results of the operations and cash flows for the periods specified. Such financial statements (except as disclosed in the notes thereto or otherwise stated therein) have been prepared in conformity with U.S. generally accepted accounting principles applied on a consistent basis throughout during the entire period periods involved. The , except to the extent disclosed therein; all pro forma financial statement schedules, if any, statements or data included or incorporated by reference in the Registration Statement, the Disclosure Package Preliminary Prospectus, the Prospectus and the Prospectus present fairly Issuer Free Writing Prospectuses, if any, comply in all material respects with the information required requirements of the Securities Act (including, without limitation, Regulation S-X under the Securities Act) and the Exchange Act (including, without limitation, Regulation G under the Securities Act), Item 10 under Regulation S-K and Financial Accounting Standards Board Interpretation No. 46, and the assumptions used in the preparation of such pro forma financial statements and data are, in the judgment of the management of GP LLC, reasonable, the pro forma adjustments used therein are appropriate to be stated therein. The summary give effect to the transactions or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data; the other financial and statistical data and selected financial data included contained or incorporated by reference in the Registration Statement, the Disclosure Package Preliminary Prospectus, the Prospectus and the Prospectus present Issuer Free Writing Prospectuses, if any, are accurately and fairly in all material respects the information shown therein presented and have been compiled prepared on a basis consistent with that the financial statements and books and records of the audited consolidated Partnership Entities; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial information and the related notes thereto included in each of the Registration Statement, the Disclosure Package and Preliminary Prospectus or the Prospectus has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information that are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are set forth in each of the Registration Statement, the Disclosure Package and the Prospectusnot included or incorporated by reference as required.

Preparation of Financial Statements. The consolidated financial statements of the Company (including all notes and schedules thereto) included in the Registration Statement, the Disclosure Package Statement and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiariesconsolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; and such financial statements and related schedules and notes thereto, and the unaudited financial information filed with the Commission as part of the Registration Statement, have been prepared in conformity with generally accepted accounting principles, consistently applied throughout the periods involved. The summary and selected financial data included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein as at the respective dates and for the respective periods specified and have been presented on a basis consistent with the consolidated financial statements set forth in the Prospectus and other financial information. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. To the knowledge of the Company, the financial statements of American Robotics, Inc., a Delaware corporation (“American Robotics”), set forth or incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and fairly present in all material respects the financial condition of the Company and its consolidated subsidiaries as of the dates indicated, indicated and the corresponding consolidated results of the operations and changes in cash flows for the periods therein specified. Such ; such financial statements (except as disclosed in the notes thereto or otherwise stated therein) have been prepared in conformity with generally accepted accounting principles consistently applied on a consistent basis throughout the entire period periods involved. The financial statement schedules, if any, included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial information and the related notes thereto included in each of the Registration Statement, the Disclosure Package and the Prospectus has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are set forth in each of the Registration Statement, the Disclosure Package and the Prospectus.

Preparation of Financial Statements. The consolidated financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package Preliminary Prospectus, the Prospectus and the Prospectus Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, present fairly the consolidated financial positions of the entities purported to be shown thereby as of the dates indicated and the consolidated results of operations, cash flows and changes in partners’ equity of such entities for the periods specified and have been prepared in all material respects in compliance with the consolidated financial position requirements of the Company Securities Act and its subsidiaries, as of the dates indicated, Exchange Act and the corresponding consolidated results of the operations and cash flows for the periods specified. Such financial statements (except as disclosed in the notes thereto or otherwise stated therein) have been prepared in conformity with U.S. generally accepted accounting principles applied on a consistent basis throughout during the entire period periods involved. The , except to the extent disclosed therein; all pro forma financial statement schedules, if any, statements or data included or incorporated by reference in the Registration Statement, the Disclosure Package Preliminary Prospectus, the Prospectus and the Prospectus present fairly Issuer Free Writing Prospectuses, if any, comply in all material respects with the information required requirements of the Securities Act (including, without limitation, Regulation S-X under the Securities Act) and the Exchange Act (including, without limitation, Regulation G under the Securities Act), Item 10 under Regulation S-K and Financial Accounting Standards Board Interpretation No. 46, and the assumptions used in the preparation of such pro forma financial statements and data are, in the Partnership’s judgment, reasonable, the pro forma adjustments used therein are appropriate to be stated therein. The summary give effect to the transactions or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data; the other financial and statistical data and selected financial data included contained or incorporated by reference in the Registration Statement, the Disclosure Package Preliminary Prospectus, the Prospectus and the Prospectus present Issuer Free Writing Prospectuses, if any, are accurately and fairly in all material respects the information shown therein presented and have been compiled prepared on a basis consistent with that the financial statements and books and records of the audited consolidated Partnership Entities; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial information and the related notes thereto included in each of the Registration Statement, the Disclosure Package and Preliminary Prospectus or the Prospectus has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information that are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are set forth in each of the Registration Statement, the Disclosure Package and the Prospectusnot included or incorporated by reference as required.