Common use of Purchaser Financial Statements Clause in Contracts

Purchaser Financial Statements. Purchaser’s audited consolidated financial statements as at and for the fiscal years ended December 31, 2005 and December 31, 2004 (including the notes thereto and related management’s discussion and analysis (“Purchaser’s MD&A”)) and Purchaser’s unaudited financial statements as at June 30, 2006 (including the notes thereto and related Purchaser’s MD&A) (collectively, the “Purchaser Financial Statements”) and all financial statements of Purchaser and its subsidiaries included or incorporated by reference in information circulars, forms, reports, statements, prospectuses and other documents filed with Securities Authorities since December 31, 2004 were prepared in accordance with GAAP consistently applied (except (A) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Purchaser’s independent auditors, or (B) in the case of unaudited interim consolidated financial statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and fairly present in all material respects the consolidated financial position, results of operations and changes in financial position of Purchaser and its subsidiaries as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim consolidated financial statements, to normal period-end adjustments) and reflect reserves required by GAAP in respect of all material contingent liabilities, if any, of Purchaser and its subsidiaries on a consolidated basis. There has been no material change in Purchaser’s accounting policies, except as described in the notes to the Purchaser Financial Statements, since December 31, 2005. None of Purchaser or its subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth in a consolidated balance sheet of Purchaser or in the notes thereto, except for any liabilities or obligations incurred since June 30, 2006 in the ordinary course of business.

Purchaser Financial Statements. Purchaser’s 's audited consolidated financial statements as at and for the fiscal years ended December 31, 2005 and December 31, 2004 (including the notes thereto and related management’s 's discussion and analysis (“"Purchaser’s 's MD&A”")) and Purchaser’s 's unaudited financial statements as at June 30, 2006 (including the notes thereto and related Purchaser’s 's MD&A) (collectively, the “"Purchaser Financial Statements”") and all financial statements of Purchaser and its subsidiaries included or incorporated by reference in information circulars, forms, reports, statements, prospectuses and other documents filed with Securities Authorities since December 31, 2004 were prepared in accordance with GAAP consistently applied (except (A) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Purchaser’s 's independent auditors, or (B) in the case of unaudited interim consolidated financial statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and fairly present in all material respects the consolidated financial position, results of operations and changes in financial position of Purchaser and its subsidiaries as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim consolidated financial statements, to normal period-end adjustments) and reflect reserves required by GAAP in respect of all material contingent liabilities, if any, of Purchaser and its subsidiaries on a consolidated basis. There has been no material change in Purchaser’s 's accounting policies, except as described in the notes to the Purchaser Financial Statements, since December 31, 2005. None of Purchaser or its subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth in a consolidated balance sheet of Purchaser or in the notes thereto, except for any liabilities or obligations incurred since June 30, 2006 in the ordinary course of business.

Purchaser Financial Statements. Purchaser’s (a) The audited consolidated financial balance sheet of Purchaser and its Subsidiaries as of December 31, 2020 and December 31, 2021 and the related audited consolidated statements as at of operations and statements of cash flows for the fiscal years ended December 31, 2005 2020 and December 31, 2004 (including 2021, accompanied by the notes thereto and related management’s discussion and analysis (“reports thereon of Purchaser’s MD&A”)) and Purchaser’s unaudited financial statements as at June 30, 2006 independent auditors (including the notes thereto and related Purchaser’s MD&A) (collectively, the “Purchaser Financial Statements”) filed with the Purchaser SEC Reports (i) have each been prepared based on the books and all financial statements records of Purchaser and its subsidiaries included or incorporated by reference Subsidiaries (except as may be indicated in information circularsthe notes thereto), forms, reports, statements, prospectuses and other documents filed with Securities Authorities since December 31, 2004 were (ii) have each been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods indicated therein (except (A) as otherwise may be indicated in such financial statements and the notes thereto orthereto), in the case of audited statementsand (iii) each fairly presents, in the related report of Purchaser’s independent auditors, or (B) in the case of unaudited interim consolidated financial statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and fairly present in all material respects respects, the consolidated financial position, results of operations and changes in financial position cash flows of Purchaser and its subsidiaries Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein therein, except as otherwise noted therein. (subject, b) Purchaser has established and maintains disclosure controls and procedures and internal controls over financial reporting (as such terms are defined in the case of any unaudited interim consolidated financial statements, to normal period-end adjustmentsparagraphs (e) and reflect reserves (f), respectively, of Rule 13a-15 under the Exchange Act) as required by GAAP in respect Rules 13a-15 and 15d-15 of all the Exchange Act. Such disclosure controls and procedures are designed and effective to ensure that material contingent liabilities, if any, of Purchaser and its subsidiaries on a consolidated basis. There has been no material change information required to be disclosed in Purchaser’s accounting policiesperiodic reports filed or submitted under the Exchange Act is recorded, except as described processed, summarized and reported on a timely basis to the individuals responsible for the preparation of Purchaser’s filings with the SEC and other public disclosure documents. Since January 1, 2019, neither Purchaser nor any of its Subsidiaries, has received any material written complaint, allegation, assertion or claim regarding significant deficiencies in the notes to the Purchaser Financial Statementsaccounting or auditing practices, since December 31procedures, 2005. None methodologies or methods of Purchaser or any of its subsidiaries had Subsidiaries or their respective internal accounting controls, including any liabilities complaint, allegation, assertion or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth in a consolidated balance sheet of claim that Purchaser or any of its Subsidiaries has engaged in the notes thereto, except for any liabilities unlawful accounting or obligations incurred since June 30, 2006 in the ordinary course of businessauditing practices.

Purchaser Financial Statements. Purchaser’s (a) Set forth in Section 5.7(a) of the Purchaser Disclosure Schedule are true and complete copies of (i) the audited consolidated financial statements balance sheet of the Purchaser and Purchaser Subsidiaries as at and for the fiscal years ended of December 31, 2005 and December the related audited consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal year ending on such date, as well as all annexes and notes thereto, and (ii) the consolidated balance sheet of the Purchaser and Purchaser Subsidiaries as of March 31, 2004 2006, as well as all annexes and notes thereto, together with, for each of the accounts set forth in (including the notes thereto and related management’s discussion and analysis (“Purchaser’s MD&A”)i) and Purchaser’s unaudited financial statements as at June 30(ii) above, 2006 (including the notes thereto and related Purchaser’s MD&A) reports thereon from the independent certified public accountants (collectively, the “"Purchaser Financial Statements”"). (b) The Purchaser Financial Statements (i) have been prepared from, are in accordance with, and all accurately reflect, the books of account and other financial statements records of Purchaser and its subsidiaries included or incorporated by reference Purchaser Subsidiaries, (ii) are true and correct and fairly present the financial position and the results of operations and cash flows (and changes in information circularsfinancial position, formsif any) of Purchaser at the dates and for the periods to which they relate, reports, statements, prospectuses and other documents filed with Securities Authorities since December 31, 2004 were (iii) have been prepared in accordance with GAAP U.S. GAAP, consistently applied (except (A) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Purchaser’s independent auditors, or (B) in the case of unaudited interim consolidated financial statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and fairly present in all material respects the consolidated financial position, results of operations and changes in financial position of Purchaser and its subsidiaries as of the dates thereof and for throughout the periods indicated therein (subject, presented in the case of any unaudited interim consolidated financial statements, to normal period-end adjustments) and reflect reserves required by GAAP in respect of all material contingent liabilities, if any, of Purchaser and its subsidiaries on a consolidated basis. There has been no material change in Purchaser’s accounting policies, except as described in the notes to the Purchaser Financial Statements, since December 31, 2005. None of Purchaser or its subsidiaries had any and (iv) reflect all liabilities or obligations of any nature (whether absolute, accrued, absolute, contingent or otherwise) of Purchaser and Purchaser Subsidiaries required by GAAP to be set forth recorded thereon or in the annexes or notes thereto in accordance with U.S. GAAP as at the respective dates thereof, except, in each case, as would not be reasonably likely to have a consolidated balance sheet material adverse effect on the business of Purchaser as currently conducted. (c) Except as disclosed in Section 5.7(c) of the Purchaser Disclosure Schedule, Since January 1, 2005, there are no, nor have there been, material evidence of any significant breaches or violations of internal accounting control systems or procedures or fraud, or allegations of fraud, committed by an officer of Purchaser or other persons in a financial control or management position. (d) Neither Purchaser nor any of Purchaser Subsidiaries: (i) has suspended its payments or is unable or deemed to be unable to pay its debts as they become due, (ii) has made an amicable settlement with its creditors or entered into any moratorium or other arrangement with its creditors generally, (iii) has been the notes theretoobject of any proceedings for the reorganization or collective discharge of its liabilities under the laws of any jurisdiction, (iv) has filed any motion, request or petition of bankruptcy, reorganization, suspension of lawsuits or claims by its creditors or the equivalent thereof, or (v) except as disclosed in Section 5.7(d) of the Purchaser Disclosure Schedule is under the threat of any such proceedings. Neither Purchaser nor any of Purchaser Subsidiaries are under voluntary liquidation or winding-up or cease or propose to cease to carry on all or a substantial part of their respective businesses, except for any liabilities or obligations incurred since June 30, 2006 as disclosed in Section 5.7(d) of the ordinary course of businessPurchaser Disclosure Schedule.

Purchaser Financial Statements. Purchaser’s audited consolidated (a) The financial statements as at and for the fiscal years ended December 31statements, 2005 and December 31, 2004 (including the notes thereto and related management’s discussion and analysis (“Purchaser’s MD&A”)) and Purchaser’s unaudited financial statements as at June 30consolidated schedules of investments, 2006 (including the notes thereto and related Purchaser’s MD&A) (collectively, the “Purchaser Financial Statements”) and all financial statements of Purchaser and its subsidiaries Consolidated Subsidiaries included (or incorporated by reference in information circulars, forms, reports, statements, prospectuses and other documents filed with Securities Authorities since December 31, 2004 were prepared in accordance with GAAP consistently applied (except (A) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Purchaser’s independent auditors, or (Breference) in the case Purchaser SEC Filings (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, in all material respects, the books and records of unaudited interim consolidated financial statementsPurchaser and its Consolidated Subsidiaries, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements(ii) and fairly present in all material respects the consolidated financial position, results of operations and operations, cash flows, changes in stockholders’ equity and consolidated financial position of Purchaser and its subsidiaries Consolidated Subsidiaries for the respective fiscal periods or as of the respective dates thereof and for the periods indicated therein set forth (subject, subject in the case of any unaudited interim consolidated financial statements, statements to normal periodrecurring year-end adjustmentsaudit adjustments normal in nature and amount), (iii) and reflect reserves required by GAAP have complied as to form, as of their respective dates of filing with the SEC, in respect of all material contingent liabilitiesrespects with applicable accounting requirements and with published rules and regulations of the SEC with respect thereto, if anyand (iv) have been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. As of the date hereof, the books and records of Purchaser and its subsidiaries on a consolidated basis. There Consolidated Subsidiaries have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (b) Neither Purchaser nor any of its Consolidated Subsidiaries has been no any material change in Purchaser’s accounting policies, except as described in the notes to the Purchaser Financial Statements, since December 31, 2005. None of Purchaser liability or its subsidiaries had any liabilities or obligations obligation of any nature whatsoever (whether absolute, accrued, absolutecontingent, contingent determined, determinable or otherwiseotherwise and whether due or to become due), except for (i) required by GAAP to be set forth in a the case of Purchaser and its Consolidated Subsidiaries, liabilities that are reflected or reserved against on the consolidated balance sheet of Purchaser or dated as of the Purchaser Capitalization Date included in Purchaser’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2011, (ii) liabilities incurred in the notes theretoordinary course of business since the Purchaser Capitalization Date, except for any (iii) liabilities that have been discharged or obligations incurred since June 30, 2006 paid in full prior to the date of this Agreement in the ordinary course of business, and (iv) liabilities that, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. (c) Neither Purchaser nor any of its Consolidated Subsidiaries is a party to any securitization transaction with respect to the assets of Purchaser or its Consolidated Subsidiaries or off-balance sheet arrangement with respect to Purchaser (as defined in Item 303(a)(4) of Regulation S-K promulgated under the Exchange Act), except as set forth in the Purchaser Disclosure Letter. To Purchaser’s knowledge, since the Purchaser Lookback Date, BDO USA, LLP, which has expressed its opinion with respect to the financial statements of Purchaser and its Consolidated Subsidiaries included in Purchaser’s Annual Report on Form 10-K filed for the annual period ended June 30, 2011 (including the related notes), has been (i) “independent” with respect to Purchaser and its Consolidated Subsidiaries within the meaning of Regulation S-X, and (ii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. (d) The principal executive officer and principal financial officer of Purchaser have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are complete and correct, and Purchaser is otherwise in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the applicable listing standards and corporate governance rules of NASDAQ. (e) Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Second Closing Date, since December 31, 2010, the business of Purchaser and its Consolidated Subsidiaries has been operated in the ordinary course and there has not been any Purchaser Material Adverse Effect. (f) Since December 31, 2006, (i) none of Purchaser, any of its Consolidated Subsidiaries or, to the knowledge of the officers of Purchaser, any director, officer, employee, auditor, accountant or representative of Purchaser or any of its Consolidated Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Purchaser or any of its Consolidated Subsidiaries or their respective internal accounting or auditing practices, and (ii) no attorney representing Purchaser or any of its Consolidated Subsidiaries, whether or not employed by Purchaser or any of its Consolidated Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Purchaser or any of its officers, directors, employees or agents to Purchaser’s board of directors or any committee thereof or to any director or officer of Purchaser. (g) Purchaser has delivered to the Company copies of any written notifications it has received to date since December 31, 2008 of a (i) “significant deficiency”, or (ii) “material weakness” in Purchaser’s internal controls. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in the Statement of Accounting Standards No. 60, as in effect on the date hereof. (h) Purchaser and its Consolidated Subsidiaries maintain in all material respects internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Purchaser and its Consolidated Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Purchaser and its Consolidated Subsidiaries that could reasonably be expected to have a material effect on the financial statements. BDO USA, LLP has not resigned, threatened resignation or been dismissed as independent public accountants of Purchaser as a result of or in connection with any disagreements with Purchaser on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Purchaser Financial Statements. Purchaser’s (a) Section 3.4(a) of the Purchaser Disclosure Schedule sets forth true and complete copies of the audited consolidated financial statements balance sheets of the Purchaser and its consolidated Subsidiaries as at and for the fiscal years ended of December 31, 2005 2008 and December 31, 2004 2007 and the related consolidated audited statements of income, cash flows and statements of changes of stockholders’ equity for the years then ended, accompanied by the reports thereon of the Purchasers’ independent auditors (including the notes thereto and related management’s discussion and analysis (“Purchaser’s MD&A”)) and Purchaser’s unaudited financial statements collectively referred to as at June 30, 2006 (including the notes thereto and related Purchaser’s MD&A) (collectively, the “Purchaser Audited Financial Statements”) ). The Purchaser Audited Financial Statements have been prepared based upon the financial books and all financial statements of records maintained by the Purchaser and its subsidiaries included or incorporated by reference in information circulars, forms, reports, statements, prospectuses and other documents filed with Securities Authorities since December 31, 2004 were prepared in accordance with GAAP consistently applied (except (A) as otherwise indicated in such financial statements and the notes thereto orGAAP, in the case of audited statements, in the related report of Purchaser’s independent auditors, or (B) in the case of unaudited interim consolidated financial statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and fairly present in all material respects the consolidated financial position, results of operations operations, cash flows and changes in financial position stockholders’ equity of the Purchaser and its consolidated Subsidiaries as of their respective dates and for the respective periods indicated. (b) Section 3.4(b) of the Purchaser Disclosure Schedule sets forth the unaudited consolidated balance sheets of Purchaser and its subsidiaries consolidated Subsidiaries as of November 30, 2009 and November 30, 2008 and the related consolidated unaudited statements of income, cash flows and statements of changes of stockholders’ equity of Purchaser for the eleven (11) month periods ended on November 30, 2009 and November 30, 2008 (the “Purchaser Unaudited Financial Statements”, and together with the Purchaser Audited Financial Statements, the “Purchaser Financial Statements”). Except as set forth in the Purchaser Unaudited Financial Statements, such Purchaser Unaudited Financial Statements were prepared based on the financial books and records maintained by the Purchaser, have been prepared in accordance with GAAP and fairly present in all material respects the consolidated financial position, results of operation, cash flows and stockholders’ equity of the Purchaser and its consolidated Subsidiaries as of their respective dates thereof and for the respective periods indicated therein (subject, in the case of any unaudited interim consolidated financial statements, to normal period-end adjustments) and reflect reserves required by GAAP in respect of all material contingent liabilities, if any, of Purchaser and its subsidiaries on a consolidated basis. There has been no material change in Purchaser’s accounting policies, except as described in the notes to the Purchaser Financial Statements, since December 31, 2005. None of Purchaser or its subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth in a consolidated balance sheet of Purchaser or in the notes thereto, except for any liabilities or obligations incurred since June 30, 2006 in the ordinary course of businessindicated.