Common use of SEC Documents; Financial Statements; Undisclosed Liabilities Clause in Contracts

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) No Indigo Group Company is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (b) Indigo Parent has made available to Monsoon (i) the reviewed (but unaudited) special purpose consolidated financial information of Indigo for the fiscal year ended March 31, 2016 (including any notes or schedules thereto) (the “Indigo Financial Statements”). The Indigo Financial Statements (i) present fairly in all material respects the financial condition and the results of operations, cash flows and changes in shareholders’ equity of Indigo (on a consolidated basis) as of the respective dates of and for the periods referred to in the Indigo Financial Statements, and (ii) were prepared in accordance with IFRS, applied on a consistent basis during the periods covered (except as may be indicated in the notes thereto). The books and records of the Indigo Group Companies are accurate and complete, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described and the Indigo Financial Statements have been prepared, in all material respects, in accordance with such books and records. No financial statements of any Person other than Indigo and its Subsidiaries are required by IFRS to be included in the Indigo Financial Statements. Except as required by IFRS, Indigo has not, between March 31, 2016 and each of the date of this Agreement and the Closing Date, as applicable, made or adopted any material change in its accounting methods, practices or policies in effect on March 31, 2016. For the avoidance of doubt, the fact that Monsoon was required to execute a hold harmless letter with the auditors engaged by Indigo Parent to review the Indigo Financial Statements shall not affect any representations and warranties made by Indigo Parent in, or any rights of Monsoon under, this Agreement. (c) Indigo has established and maintains a system of internal control over financial reporting effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting and the preparation of the consolidated financial statements of Indigo and its Subsidiaries in accordance in all material respects with IFRS. As of the date hereof, based on the most recently completed evaluation of Indigo’s internal control over financial reporting, (i) Indigo had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Indigo’s ability to record, process, summarize and report financial information and (ii) Indigo does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Indigo’s internal control over financial reporting. (d) Indigo and its Subsidiaries do not have any liabilities, commitments or obligations of any nature, whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued, due or to become due (collectively, “Liabilities”), except (i) as disclosed, reflected, provided for or reserved against in the balance sheet included in the Indigo Financial Statements or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities incurred in the ordinary course of business since the date of the Indigo Balance Sheet, (iii) for Liabilities arising out of or in connection with this Agreement, the other Transaction Documents or the Transactions (other than Liabilities arising out of or in connection with the Restructuring), (iv) for Liabilities arising out of or in connection with the Restructuring that, individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effect and (v) for Liabilities that individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effect. (e) Neither Indigo nor any Indigo Group Company is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among Indigo or any Indigo Group Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Indigo in the Indigo Financial Statements.

SEC Documents; Financial Statements; Undisclosed Liabilities. (ai) No Indigo Group Company is subject Amedisys has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2021 (the “Amedisys SEC Documents”). As of their respective dates, the Amedisys SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the reporting Amedisys SEC Documents, and none of the Amedisys SEC Documents when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Amedisys SEC Documents, and, to the knowledge of Amedisys, none of the Amedisys SEC Documents is the subject of any outstanding SEC investigation. No subsidiary of Amedisys is required to file reports with the SEC pursuant to the requirements of Section 13(a) or 15(d) of the Exchange Act. (bii) Indigo Parent has made available to Monsoon (i) the reviewed (but unaudited) special purpose The consolidated financial information of Indigo for the fiscal year ended March 31, 2016 statements (including any all related notes or schedules theretoand schedules) (of Amedisys and its subsidiaries included in the “Indigo Financial Statements”). The Indigo Financial Statements (i) present fairly Amedisys SEC Documents were prepared in all material respects the financial condition and the results of operations, cash flows and changes in shareholders’ equity of Indigo (on a consolidated basis) as of the respective dates of and for the periods referred to in the Indigo Financial Statements, and (ii) were prepared in accordance with IFRSUnited States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods covered involved (except as may be indicated in the notes thereto). The books ) and records of the Indigo Group Companies are accurate and complete, have been maintained in accordance with sound business practices and accurately fairly present and reflect in all material respects all the consolidated financial position of Amedisys and its consolidated subsidiaries as of the transactions and actions therein described dates thereof and the Indigo Financial Statements have been preparedconsolidated results of their operations and cash flows for the periods then ended (subject, in all the case of unaudited statements, to normal year-end audit adjustments which are not material respectsand to any other adjustments described therein, in accordance with such books and records. No financial statements of any Person other than Indigo and its Subsidiaries are required by IFRS to be included in including the Indigo Financial Statements. Except as required by IFRS, Indigo has not, between March 31, 2016 and each of the date of this Agreement and the Closing Date, as applicable, made or adopted any material change in its accounting methods, practices or policies in effect on March 31, 2016. For the avoidance of doubt, the fact that Monsoon was required to execute a hold harmless letter with the auditors engaged by Indigo Parent to review the Indigo Financial Statements shall not affect any representations and warranties made by Indigo Parent in, or any rights of Monsoon under, this Agreementnotes thereto). (ciii) Indigo Except (A) as reflected or reserved against in Amedisys’s audited balance sheet as of December 31, 2022 (or the notes thereto) included in Amedisys’s Annual Report on Form 10-K filed with the SEC on February 16, 2023 (the “Amedisys Balance Sheet”), (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2022, and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Amedisys nor any of its subsidiaries has established any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of Amedisys and its subsidiaries (or in the notes thereto) that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Amedisys. (iv) Amedisys maintains a system of internal control over financial reporting effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting and the preparation of the consolidated financial statements of Indigo and its Subsidiaries in accordance in all material respects with IFRS. As of the date hereof, based on the most recently completed evaluation of Indigo’s “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (iB) Indigo had no that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Amedisys’s properties or assets. Since January 1, 2021, none of Amedisys, Amedisys’s independent accountants, the Board of Directors of Amedisys or its audit committee has identified or been made aware of any (1) “significant deficiencies or material weaknesses deficiency” in the design or operation of its internal control controls over financial reporting that would reasonably be expected to adversely affect Indigo’s ability to recordof Amedisys, process(2) “material weakness” in the internal controls over financial reporting of Amedisys, summarize and report financial information and (ii3) Indigo does not have knowledge of any fraud, whether or not material, that involves management or other employees of Amedisys who have a significant role in Indigo’s the internal control controls over financial reportingreporting of Amedisys or (4) any bona fide complaints regarding a material violation of accounting procedures, internal accounting controls or auditing matters, including from employees of Amedisys or any of its subsidiaries regarding questionable accounting, auditing or legal compliance matters. (dv) Indigo The “disclosure controls and its Subsidiaries do not have any liabilities, commitments or obligations procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of any nature, whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, the Exchange Act) utilized by Amedisys are reasonably designed to ensure that all information (both financial and whether or not accrued, due or non-financial) required to become due (collectively, “Liabilities”), except (i) as disclosed, reflected, provided for or reserved against be disclosed by Amedisys in the balance sheet included reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Indigo Financial Statements or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities incurred in the ordinary course of business since the date rules and forms of the Indigo Balance SheetSEC and that all such information required to be disclosed is accumulated and communicated to the management of Amedisys, (iii) for Liabilities arising out as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officers and chief financial officer of or in connection Amedisys to make the certifications required under the Exchange Act with this Agreement, the other Transaction Documents or the Transactions (other than Liabilities arising out of or in connection with the Restructuring), (iv) for Liabilities arising out of or in connection with the Restructuring that, individually or in the aggregate, have not had and would not reasonably be expected respect to have an Indigo Material Adverse Effect and (v) for Liabilities that individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effectsuch reports. (evi) Neither Indigo Amedisys nor any Indigo Group Company of its subsidiaries is a party to, or has any Contract commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, contract (including any Contract contract or arrangement relating to any transaction or relationship between or among Indigo or Amedisys and any Indigo Group Companyof its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Personperson, on the other hand, or any “off-balance sheet arrangements arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the purpose or intended effect of such Contract contract is to avoid disclosure of any material transaction involving, or material liabilities of, Indigo Amedisys or any of its subsidiaries in the Indigo Financial StatementsAmedisys’s or such subsidiary’s published financial statements or other Amedisys SEC Documents.

SEC Documents; Financial Statements; Undisclosed Liabilities. (aA) No Indigo Group Company is subject Acquiror has filed with the SEC all reports, schedules, forms, statements and other documents required to be filed with the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. SEC by Acquiror since January 1, 2008 (b) Indigo Parent has made available to Monsoon (i) the reviewed (but unaudited) special purpose consolidated financial information of Indigo for the fiscal year ended March 31collectively, 2016 (including any notes or schedules thereto) (the “Indigo Financial StatementsAcquiror SEC Documents”). The Indigo Financial Statements (i) present fairly As of its respective filing date, each Acquiror SEC Document complied in all material respects with the financial condition requirements of the Exchange Act and the results of operationsSecurities Act, cash flows as the case may be, as and changes in shareholders’ equity of Indigo (on a consolidated basis) as to the extent applicable thereto, and the rules and regulations of the respective dates SEC promulgated thereunder applicable to such Acquiror SEC Document. None of and for the periods referred Acquiror SEC Documents, at the time filed, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (B) The consolidated financial statements of Acquiror included in the Indigo Financial StatementsAcquiror SEC Documents complied 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 (ii) were have been prepared in accordance with IFRSGAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods covered involved (except as may be indicated in the notes thereto). The books ) and records of the Indigo Group Companies are accurate and complete, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described and the Indigo Financial Statements have been prepared, in all material respectsfairly presented, in accordance with such books the applicable requirements of GAAP and records. No the applicable rules and regulations of the SEC, the consolidated financial statements position of any Person other than Indigo Acquiror and its consolidated Subsidiaries are required by IFRS to be included in the Indigo Financial Statements. Except as required by IFRS, Indigo has not, between March 31, 2016 and each of the date of this Agreement thereof and the Closing Dateconsolidated results of operations and cash flows for the periods then ended (subject, as applicable, made or adopted any material change in its accounting methods, practices or policies in effect on March 31, 2016. For the avoidance of doubt, the fact that Monsoon was required to execute a hold harmless letter with the auditors engaged by Indigo Parent to review the Indigo Financial Statements shall not affect any representations and warranties made by Indigo Parent in, or any rights of Monsoon under, this Agreement. (c) Indigo has established and maintains a system of internal control over financial reporting effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting and the preparation of the consolidated financial statements of Indigo and its Subsidiaries in accordance in all material respects with IFRS. As of the date hereof, based on the most recently completed evaluation of Indigo’s internal control over financial reporting, (i) Indigo had no significant deficiencies or material weaknesses in the design or operation case of its internal control over financial reporting that would reasonably be expected unaudited statements, to adversely affect Indigo’s ability to record, process, summarize and report financial information and (ii) Indigo does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Indigo’s internal control over financial reportingnormal year-end audit adjustments). (d) Indigo and its Subsidiaries do not have any liabilities, commitments or obligations of any nature, whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued, due or to become due (collectively, “Liabilities”), except (i) as disclosed, reflected, provided for or reserved against in the balance sheet included in the Indigo Financial Statements or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities incurred in the ordinary course of business since the date of the Indigo Balance Sheet, (iii) for Liabilities arising out of or in connection with this Agreement, the other Transaction Documents or the Transactions (other than Liabilities arising out of or in connection with the Restructuring), (iv) for Liabilities arising out of or in connection with the Restructuring that, individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effect and (v) for Liabilities that individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effect. (e) Neither Indigo nor any Indigo Group Company is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among Indigo or any Indigo Group Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Indigo in the Indigo Financial Statements.

SEC Documents; Financial Statements; Undisclosed Liabilities. Vornado REIT has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission since January 1, 2000. The Vornado Annual Report on Form 10-K for the year ended December 31, 2000 (aincluding all documents incorporated therein by reference) No Indigo Group Company is subject and the revised definitive Vornado Proxy Statement on Schedule 14A relating to the reporting 2001 annual meeting of Vornado shareholders (collectively, the "Vornado SEC Documents") as of their respective filing dates, complied in all material respects with all applicable requirements of Section 13(a) or 15(d) of the Securities Act and the Exchange Act. (b) Indigo Parent has made available to Monsoon (i) Act and the reviewed (but unaudited) special purpose rules and regulations promulgated thereunder. The consolidated financial information statements of Indigo Vornado included in the Vornado Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and the Vornado Quarterly Reports on Form 10-Q for the quarter ended March 31, 2016 2001 and for the quarter ended June 30, 2001 (including any notes or schedules thereto) (collectively, the “Indigo "Vornado Financial Statements”). The Indigo Financial Statements (i") present fairly complied as to form in all material respects the financial condition with applicable accounting requirements and the results of operations, cash flows published rules and changes in shareholders’ equity of Indigo (on a consolidated basis) as regulations of the respective dates of and for the periods referred to in the Indigo Financial StatementsCommission with respect thereto, and (ii) were have been prepared in accordance with IFRS, GAAP applied on a consistent basis during the periods covered involved (except as may be indicated in the notes thereto). The books ) and records of the Indigo Group Companies are accurate and complete, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described and the Indigo Financial Statements have been prepared, in all material respectsfairly presented, in accordance with such books the applicable requirements of GAAP, the consolidated financial position of Vornado REIT and records. No financial statements the Vornado Subsidiaries, taken as a whole, as of any Person other than Indigo the dates thereof and its Subsidiaries are required by IFRS to be included in the Indigo Financial Statementsconsolidated results of operations and cash flows for the periods then ended, except for liabilities and obligations which would not have a Vornado Material Adverse Effect. Except as required by IFRS, Indigo has not, between March 31, 2016 and each of set forth in the date of this Agreement and the Closing Date, as applicable, made or adopted any material change in its accounting methods, practices or policies in effect on March 31, 2016. For the avoidance of doubt, the fact that Monsoon was required to execute a hold harmless letter with the auditors engaged by Indigo Parent to review the Indigo Vornado Financial Statements shall not affect any representations and warranties made by Indigo Parent inor in SCHEDULE 3.5, or any rights of Monsoon under, this Agreement. (c) Indigo has established and maintains a system of internal control over financial reporting effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting and the preparation of the consolidated financial statements of Indigo and its Subsidiaries in accordance in all material respects with IFRS. As of the date hereof, based on the most recently completed evaluation of Indigo’s internal control over financial reporting, (i) Indigo had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Indigo’s ability to record, process, summarize and report financial information and (ii) Indigo does not have knowledge of Vornado REIT, neither Vornado REIT nor any fraud, whether or not material, that involves management or other employees who have a significant role in Indigo’s internal control over financial reporting. (d) Indigo and its Subsidiaries do not have Vornado Subsidiary has any liabilities, commitments liabilities or obligations of any nature, nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued, due absolute, contingent or otherwise) required by GAAP to become due (collectively, “Liabilities”), except (i) as disclosed, reflected, provided for or reserved against in the be set forth on a consolidated balance sheet included in the Indigo Financial Statements of Vornado REIT or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities incurred in the ordinary course of business since the date of the Indigo Balance Sheet, (iii) for Liabilities arising out of or in connection with this Agreement, the other Transaction Documents or the Transactions (other than Liabilities arising out of or in connection with the Restructuring), (iv) for Liabilities arising out of or in connection with the Restructuring thatwhich, individually or in the aggregate, would have not had and would not reasonably be expected to have an Indigo Material Adverse Effect and (v) for Liabilities that individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo a Vornado Material Adverse Effect. (e) Neither Indigo nor any Indigo Group Company is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among Indigo or any Indigo Group Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Indigo in the Indigo Financial Statements.