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 Sprint and its subsidiaries have filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including all exhibits and other information filed therewith or incorporated therein (including by reference), regardless of when such exhibits and other information were filed) with the SEC since January 1, 2016 (the “Sprint SEC Documents”). As of their respective dates, the Sprint SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the reporting Sprint SEC Documents, and none of the Sprint 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. Prior to the date of this Agreement, Sprint has furnished to T-Mobile true and complete copies of all comment letters from the SEC since January 1, 2016 through the date of this Agreement with respect to any of the Sprint SEC Documents, together with all written responses of Sprint thereto, other than any such letters and responses that are publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval database (“XXXXX”) prior to the date of this Agreement. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Sprint SEC Documents, and, to the knowledge of Sprint, none of the Sprint SEC Documents is the subject of any outstanding SEC comment or investigation. No subsidiary of Sprint is required to file periodic 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 Sprint and its subsidiaries included in the Sprint SEC Documents (the “Indigo Sprint Financial Statements”). The Indigo Financial Statements (i) present fairly when filed complied in all material respects with the financial condition applicable accounting requirements and with 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 StatementsSEC with respect thereto, 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 Sprint 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, including the notes thereto). (iii) Except (A) as (and to the extent) reflected or reserved against in accordance with such books and records. No financial statements Sprint’s unaudited balance sheet as of any Person other than Indigo and its Subsidiaries are required by IFRS to be December 31, 2017 (or the notes thereto) included in the Indigo Financial Statements. Except as Sprint Filed SEC Documents, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2017, and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Sprint nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise, and whether or not required by IFRSGAAP to be reflected on a consolidated balance sheet of Sprint and its subsidiaries (or in the notes thereto)) that, Indigo has notindividually or in the aggregate, 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 would reasonably be expected to have a Material Adverse 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 AgreementSprint. (civ) Indigo has established and Sprint maintains a system of “internal control over financial reporting effective reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) reasonably designed to provide reasonable assurances assurance regarding the reliability of the consolidated Sprint’s financial reporting and the preparation of the consolidated Sprint’s financial statements of Indigo and its Subsidiaries for external purposes in accordance with GAAP and that includes policies and procedures that (A) pertain to the maintenance of records that in all material respects with IFRS. As reasonable detail accurately and fairly reflect the transactions and dispositions of the date hereof, based on the most recently completed evaluation assets of Indigo’s internal control over financial reportingSprint, (iB) Indigo had no provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Sprint are being made only in accordance with authorizations of management and directors of Sprint and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Sprint’s assets that could have a material effect on its financial statements. Since January 1, 2016, none of Sprint, Sprint’s independent accountants, the Board of Directors of Sprint or its audit committee has received any written or, to the knowledge of Sprint, oral notification 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 Sprint, process, summarize and report (2) “material weakness” in the internal controls over financial information and reporting of Sprint or (ii3) Indigo does not have knowledge of any fraud, whether or not material, that involves management or other employees of Sprint who have a significant role in Indigo’s the internal control controls over financial reportingreporting of Sprint. Since January 1, 2016 through the date of this Agreement, there have been no material internal investigations regarding accounting, auditing or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, chief accounting officer or general counsel of Sprint or the Board of Directors of Sprint or any committee thereof. (dv) Indigo The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Sprint are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Sprint in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Sprint, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Sprint to make the certifications required under the Exchange Act with respect to such reports. (vi) Since January 1, 2016, (A) neither Sprint nor any of its Subsidiaries do not have subsidiaries has received any liabilitieswritten or, commitments to the knowledge of Sprint, oral complaint, allegation, assertion or obligations claim regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Sprint or any natureof its subsidiaries, whether absolute or contingent, asserted unlawful accounting or unasserted, known auditing matters with respect to Sprint or unknown, primary or secondary, direct or indirectany of its subsidiaries, and (B) no attorney representing Sprint or any of its subsidiaries, whether or not accruedemployed by Sprint or any of its subsidiaries, due has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Sprint or any of its subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of Sprint or any committee thereof or to become due the general counsel or chief executive officer of Sprint pursuant to the rules of the SEC adopted under Section 307 of the Xxxxxxxx-Xxxxx Act, in each case (collectively, “Liabilities”A) and (B), 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 thatas, individually or in the aggregate, have has not had been, and would not reasonably be expected to have an Indigo Material Adverse Effect be, materially adverse to Sprint and (v) for Liabilities that individually or in the aggregateits subsidiaries, have not had and would not reasonably be expected to have an Indigo Material Adverse Effecttaken as a whole. (evii) Neither Indigo Sprint 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 Sprint 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 result, purpose or intended effect of such Contract contract is to avoid disclosure of any material transaction involving, or material liabilities of, Indigo Sprint or any of its subsidiaries in the Indigo Sprint Financial StatementsStatements or otherwise in the Sprint SEC Documents. (viii) Sprint is in compliance in all material respects with the applicable rules and regulations of the NYSE and the applicable listing requirements of the NYSE.

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 31Diamond and its subsidiaries have filed or furnished all required registration statements, 2016 prospectuses, reports, schedules, forms, statements, certifications and other documents (including any notes or schedules theretoexhibits and all other information incorporated therein) with the SEC since January 1, 2013 (the “Indigo Financial StatementsDiamond SEC Documents”). The Indigo Financial Statements (i) present fairly As of their respective dates, the Diamond SEC Documents complied in all material respects with the financial condition requirements of the Securities Act, the Exchange Act and the results of operationsXxxxxxxx-Xxxxx Act, cash flows as the case may be, and changes in shareholders’ equity of Indigo (on a consolidated basis) as the rules and regulations of the SEC promulgated thereunder applicable to the Diamond SEC Documents, and none of the Diamond SEC Documents when filed and at their respective dates 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 Diamond SEC Documents, and, to the knowledge of Diamond, none of the Diamond SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. (ii) The consolidated financial statements (including all related notes and for the periods referred to schedules) of Diamond and its subsidiaries included in the Indigo Diamond SEC Documents (the “Diamond Financial Statements, and (ii”) were prepared in all material respects in accordance with IFRSGAAP (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 Diamond 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, including the notes thereto). (iii) Except (A) as reflected or reserved against in accordance with such books and records. No financial statements Diamond’s unaudited balance sheet as of any Person other than Indigo and its Subsidiaries are required by IFRS to be September 30, 2015 (or the notes thereto) as included in the Indigo Financial Statements. Except as Diamond Filed SEC Documents, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2015 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Diamond nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by IFRSGAAP to be reflected on a consolidated balance sheet of Diamond and its subsidiaries (or in the notes thereto) that, Indigo has notindividually or in the aggregate, 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 would reasonably be expected to have a Material Adverse 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 AgreementDiamond. (civ) Indigo has established and Diamond 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 (i) Indigo had no that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Diamond’s properties or assets. Since January 1, 2013, none of Diamond, Diamond’s independent accountants, the Board of Directors of Diamond or its audit committee has received any oral or written notification of any (i) “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 Diamond, process, summarize and report financial information and (ii) Indigo does not have knowledge “material weakness” in the internal controls over financial reporting of any Diamond or (iii) fraud, whether or not material, that involves management or other employees of Diamond who have a significant role in Indigo’s the internal control controls over financial reportingreporting of Diamond. (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 Diamond 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 Diamond 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 Diamond, (iii) for Liabilities arising out as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of or in connection Diamond 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 Diamond 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 Diamond 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 result, purpose or intended effect of such Contract contract is to avoid disclosure of any material transaction involving, or material liabilities of, Indigo Diamond or any of its subsidiaries in the Indigo Financial StatementsDiamond’s or such subsidiary’s published financial statements or other Diamond SEC Documents.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) No Indigo Group Company is subject Cardinal has timely filed or furnished all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by Cardinal with the reporting requirements of Section 13(a) SEC under the Securities Act or 15(d) the Exchange Act since January 1, 2015 (the “Cardinal SEC Documents”). None of the Exchange ActSubsidiaries of Cardinal is required to make or makes any filings with the SEC. (b) Indigo Parent has made available As of its respective filing date, and, if amended, as of the date of the last amendment prior to Monsoon the date of this Agreement, each Cardinal SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Cardinal SEC Document did not contain any untrue statement of a material fact or omit 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. (ic) the reviewed (but unaudited) special purpose The consolidated financial information statements of Indigo for Cardinal included in the fiscal year ended March 31Cardinal SEC Documents (including, 2016 (including in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Cardinal’s accountants with respect thereto (the “Indigo Cardinal SEC Financial Statements”). The Indigo Financial Statements (i) present fairly , as of their respective dates of filing with the SEC, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Cardinal SEC Financial Statements fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in shareholders’ equity of Indigo Cardinal (on a consolidated basis) as of the respective dates of and for the periods referred to in the Indigo Cardinal SEC Financial Statements, and (ii) were 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), subject, in the case of interim Cardinal SEC Financial Statements, to normal year-end adjustments (which are not material in significance or amount) and the absence of notes. The books and records of the Indigo Group Companies Cardinal and its Subsidiaries are accurate and complete, in all material respects, 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 Cardinal SEC 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 Cardinal and its Subsidiaries are required by IFRS GAAP to be included in the Indigo Financial Statementsconsolidated financial statements of Cardinal. Except as required by IFRSGAAP, Indigo Cardinal has not, between March 31June 30, 2016 2017 and each of the date of this Agreement and the Closing Date, as applicableAgreement, made or adopted any material change in its accounting methods, practices or policies in effect on March 31June 30, 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 Agreement2017. (cd) Indigo Cardinal is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ. (e) Cardinal has made available to Sarg true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2015 relating to the Cardinal SEC Documents and all written responses of Cardinal thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on the SEC’s XXXXX system. To the Knowledge of Cardinal, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Cardinal SEC Documents and none of the Cardinal SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations, to the Knowledge of Cardinal, pending or threatened, in each case regarding any accounting practices of Cardinal. (f) Cardinal has established and maintains a system of disclosure controls and procedures and internal control over financial reporting effective (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Cardinal’s disclosure controls and procedures are designed to provide reasonable assurances regarding ensure that all information (both financial and non-financial) required to be disclosed by Cardinal in the reliability reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the consolidated financial reporting SEC, and that all such information is accumulated and communicated to Cardinal’s management as appropriate to allow timely decisions regarding required disclosure and to make the preparation certifications required pursuant to Sections 302 and 906 of the consolidated financial statements of Indigo and its Subsidiaries in accordance in all material respects with IFRSXxxxxxxx-Xxxxx Act. As Cardinal’s management has completed an assessment of the date hereofeffectiveness of Cardinal’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Cardinal SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on the such evaluation. Based on Cardinal’s management’s most recently completed evaluation of IndigoCardinal’s internal control over financial reportingreporting prior to the date hereof, (i) Indigo Cardinal 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 IndigoCardinal’s ability to record, process, summarize and report financial information and (ii) Indigo Cardinal does not have knowledge Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in IndigoCardinal’s internal control over financial reporting. Since January 1, 2015, none of Cardinal, Cardinal’s auditors, the Cardinal Board or the audit committee of the Cardinal Board has received any written (or to the Knowledge of Cardinal, oral) complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Cardinal or its Subsidiaries, or their respective internal accounting controls or any other matter set forth in the immediately preceding sentence. (dg) Indigo Cardinal and its Subsidiaries do not have 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 accrued or required to become due (collectively, “Liabilities”be reflected in Cardinal’s financial statements in accordance with GAAP), except (i) as disclosed, reflected, provided for reflected or reserved against in the most recent audited balance sheet included in the Indigo Cardinal SEC Financial Statements or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities liabilities and obligations incurred in the ordinary course of business since the date of the Indigo Balance Sheetmost recent audited balance sheet included in the Cardinal SEC Financial Statements, (iii) for Liabilities liabilities and obligations arising out of or in connection with this Agreement, the other Transaction Documents Merger or the other Transactions (other than Liabilities arising out of or in connection with the Restructuring), and (iv) for Liabilities arising out of or in connection with the Restructuring liabilities and obligations that, individually or in the aggregate, have not had had, and would not reasonably be expected to have an Indigo Material Adverse Effect and (v) for Liabilities that individually or in the aggregatehave, have not had and would not reasonably be expected to have an Indigo a Cardinal 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. (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 31Marriott and its subsidiaries have filed or furnished all required registration statements, 2016 prospectuses, reports, schedules, forms, statements, certifications and other documents (including any notes or schedules theretoexhibits and all other information incorporated therein) with the SEC since January 1, 2013 (the “Indigo Financial StatementsMarriott SEC Documents”). The Indigo Financial Statements As of their respective dates (i) present fairly or, if amended, as of the date of such amendment), the Marriott SEC Documents complied in all material respects with the financial condition requirements of the Securities Act, the Exchange Act and the results Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of operationsthe SEC promulgated thereunder applicable to the Marriott SEC Documents, cash flows and changes in shareholders’ equity none of Indigo the Marriott SEC Documents when filed (on a consolidated basis) or, if amended, as of the date of such amendment) and at their respective dates effective times, if applicable, contained any untrue statement of and for a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the periods referred to statements therein, in the Indigo 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 Marriott SEC Documents, and, to the knowledge of Marriott, none of the Marriott SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. (ii) The consolidated financial statements (including all related notes and schedules) of Marriott and its subsidiaries included in the Marriott SEC Documents (the “Marriott Financial Statements, and (ii”) were prepared in all material respects in accordance with IFRSGAAP (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 Marriott 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, including the notes thereto). (iii) Except (A) as reflected or reserved against in accordance with such books and records. No financial statements Marriott’s consolidated balance sheet as of any Person other than Indigo and its Subsidiaries are required by IFRS to be September 30, 2015 (or the notes thereto) as included in the Indigo Financial Statements. Except as Marriott Filed SEC Documents, (B) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since September 30, 2015 and (C) for liabilities and obligations incurred in connection with or contemplated by this Agreement, neither Marriott nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by IFRSGAAP to be reflected on a consolidated balance sheet of Marriott and its subsidiaries (or in the notes thereto) that, Indigo has notindividually or in the aggregate, 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 would reasonably be expected to have a Material Adverse 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 AgreementMarriott. (civ) Indigo has established and Marriott maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) 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 Marriott’s properties or assets. Since January 1, 2013, Marriott has disclosed to its auditors and the audit committee of Marriott’s Board of Directors any written notification of any (1) “significant deficiency” in the 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 reportingMarriott, (i2) Indigo had no significant deficiencies or “material weaknesses weakness” 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 of Marriott or (ii3) Indigo does not have knowledge of any fraud, whether or not material, that involves management or other employees of Marriott who have a significant role in Indigo’s the internal control controls over financial reporting. (d) Indigo and reporting of Marriott. Marriott has made available to Starwood all such disclosures made by Marriott since January 1, 2014 to 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 auditors or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities incurred in the ordinary course audit committee of business since Marriott’s Board of Directors to 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. (a) No Indigo Group Company is subject AmSurg has filed or furnished all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by AmSurg with the reporting requirements of Section 13(a) SEC under the Securities Act or 15(d) the Exchange Act since January 1, 2013 (the “AmSurg SEC Documents”). None of the Exchange ActSubsidiaries of AmSurg is required to make or makes any filings with the SEC. (b) Indigo Parent has made available As of its respective filing date, and, if amended, as of the date of the last amendment prior to Monsoon the date of this Agreement, each AmSurg SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such AmSurg SEC Document and did not contain any untrue statement of a material fact or omit 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. (ic) the reviewed (but unaudited) special purpose The consolidated financial information statements of Indigo for AmSurg included in the fiscal year ended March 31AmSurg SEC Documents (including, 2016 (including in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by AmSurg’s accountants with respect thereto (the “Indigo AmSurg SEC Financial Statements”). The Indigo Financial Statements (i) present fairly , comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The AmSurg SEC Financial Statements fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in shareholders’ equity of Indigo AmSurg (on a consolidated basis) as of the respective dates of and for the periods referred to in the Indigo AmSurg SEC Financial Statements, and (ii) were 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), subject, in the case of interim AmSurg SEC Financial Statements, to normal year-end adjustments (which are not material in significance or amount) and the absence of notes. The books and records of the Indigo Group Companies AmSurg and its Subsidiaries are accurate and completecomplete in all material respects, 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 AmSurg SEC 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 AmSurg and its Subsidiaries are required by IFRS GAAP to be included in the Indigo Financial Statementsconsolidated financial statements of AmSurg. Except as required by IFRSGAAP, Indigo AmSurg has not, between March December 31, 2016 2015 and each of the date of this Agreement and the Closing Date, as applicableAgreement, made or adopted any material change in its accounting methods, practices or policies in effect on March December 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 Agreement2015. (cd) Indigo AmSurg is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated thereunder or under the Exchange Act (the “Xxxxxxxx-Xxxxx Act”) and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ. (e) AmSurg has made available to Holdings true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2013 relating to the AmSurg SEC Documents and all written responses of AmSurg thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on the SEC’s XXXXX system. To the Knowledge of AmSurg, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any AmSurg SEC Documents and none of the AmSurg SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations with respect to which AmSurg has retained outside counsel, SEC inquiries or investigations or other governmental inquiries or investigations, to the Knowledge of AmSurg, pending or threatened, in each case regarding any accounting practices of AmSurg. (f) AmSurg has established and maintains a system of disclosure controls and procedures and internal control over financial reporting effective (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. AmSurg’s disclosure controls and procedures are designed to provide reasonable assurances regarding ensure that information required to be disclosed by AmSurg in the reliability reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the consolidated financial reporting SEC, and that all such information is accumulated and communicated to AmSurg’s management as appropriate to allow timely decisions regarding required disclosure and to make the preparation certifications required pursuant to Sections 302 and 906 of the consolidated financial statements of Indigo and its Subsidiaries in accordance in all material respects with IFRSXxxxxxxx-Xxxxx Act. As AmSurg’s management has completed an assessment of the date hereofeffectiveness of AmSurg’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable AmSurg SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on the such evaluation. Based on AmSurg’s management’s most recently completed evaluation of IndigoAmSurg’s internal control over financial reportingreporting prior to the date hereof, (i) Indigo AmSurg 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 IndigoAmSurg’s ability to record, process, summarize and report financial information and (ii) Indigo AmSurg does not have knowledge Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in IndigoAmSurg’s internal control over financial reporting. (dg) Indigo AmSurg and its Subsidiaries do not have 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 accrued or required to become due (collectively, “Liabilities”be reflected in AmSurg’s financial statements in accordance with GAAP), except (i) as disclosed, reflected, provided for reflected or reserved against in the most recent audited balance sheet included in the Indigo AmSurg SEC Financial Statements or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities liabilities and obligations incurred in the ordinary course of business since the date of the Indigo Balance Sheetmost recent audited balance sheet included in the AmSurg SEC Financial Statements, (iii) for Liabilities liabilities and obligations arising out of or in connection with this Agreement, the other Transaction Documents Mergers or the Transactions (other than Liabilities arising out of or in connection with the Restructuring), and (iv) for Liabilities arising out of or in connection with the Restructuring liabilities and obligations that, individually or in the aggregate, have not had had, and would not reasonably be expected to have 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 AmSurg 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. (a) No Indigo Group Company is subject to the reporting requirements of Except as set forth in Section 13(a) or 15(d3.5(a) of the Company Disclosure Schedule, the Company has filed all required reports, schedules, forms and registration, proxy and other statements with the SEC, including without limitation the Company's Annual Report on Form 10-KSB for the year end December 31, 2004 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, applicable to such SEC Documents, and none of the SEC Documents as of such respective dates 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. (b) Indigo Parent has made available to Monsoon (i) the reviewed (but unaudited) special purpose The consolidated financial information statements of Indigo the Company included in the SEC Documents and the consolidated financial statements of the Company as of and for the fiscal year period ended March 31February 28, 2016 2005 (including any notes or schedules theretothe "Interim Financial Statements") (the “Indigo Financial Statements”). The Indigo a copy of which Interim Financial Statements (iare attached to Section 3.5(b) of the Company Disclosure Schedule) have been prepared in accordance with GAAP and applicable SEC accounting rules applied on a consistent basis throughout the periods involved and fairly present fairly in all material respects the consolidated financial condition position of the Company and the results of operations, cash flows and changes in shareholders’ equity of Indigo (on a its consolidated basis) Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods referred to then ended (subject, in the Indigo Financial Statementscase of unaudited 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 theretoto normal year-end audit adjustments). 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 Neither the Company nor any of its Subsidiaries has established and maintains any liabilities of any nature, whether accrued, absolute, contingent, direct, indirect or otherwise, which would be required to be reflected or reserved against on a system of internal control over financial reporting effective to provide reasonable assurances regarding the reliability consolidated balance sheet of the consolidated financial reporting and Company prepared in accordance with GAAP or the preparation notes thereto, except liabilities (i) reflected or reserved against on the audited balance sheet of the consolidated financial statements of Indigo Company and its Subsidiaries in accordance in all material respects with IFRS. As as of December 31, 2004 (the date hereof, based on "Balance Sheet Date") (including the most recently completed evaluation of Indigo’s internal control over financial reporting, notes thereto) (ithe "Balance Sheet") Indigo had no significant deficiencies or material weaknesses included in the design Company's Annual Report on Form 10-KSB for the year then ended, 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 incurred after the Balance Sheet Date in the ordinary course of business, consistent with past practice, or (iii) liabilities reflected on the Company Disclosure Schedule. The reserves, if any fraudreflected on the Balance Sheet and the Interim Financial Statements are adequate, whether or not materialappropriate and reasonable for their purposes, that involves management or other employees who have a significant role in Indigo’s internal control over financial reportingincluding without limitation, litigation reserves and product warranty reserves, if any. (d) Indigo The accounts receivable shown on the Interim Financial Statements arose from bona fide transactions in the ordinary course of business. The accounts receivable of the Company and its Subsidiaries do not have arising after the date of the Interim Financial Statements and prior to the Closing Date arose, or will arise, from bona fide transactions in the ordinary course of business. Except as reserved on the balance sheets contained in the Interim Financial Statements, none of such accounts receivable is subject to any liabilitiesclaim of offset or recoupment or counterclaim, commitments or obligations and the Company has no Knowledge of any naturespecific facts that would be likely to give rise to any such claim. Except as reserved on the balance sheets contained in the Interim Financial Statements, whether absolute no amount of such accounts receivable is contingent upon the performance by the Company or contingent, asserted any of its Subsidiaries of any obligation and no agreement for deduction or unasserted, known discount or unknown, primary or secondary, direct or indirect, and whether or not accrued, due or any type of credit has been made with respect to become due (collectively, “Liabilities”), except (i) any such accounts receivable. Except as disclosed, reflected, provided for or reserved against in on the balance sheet included in the Indigo Interim Financial Statements or Statements, to 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 Knowledge of the Indigo Balance SheetCompany, (iii) for Liabilities arising out no account debtor 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 of its Subsidiaries has proposed any Contract relating discount or reduction with respect 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 Statementsaccount debtor's accounts receivable.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) No Indigo Group Company is subject to the reporting requirements of Except as set forth in Section 13(a) or 15(d3.5(a) of the Company Disclosure Schedule, the Company has filed all required reports, schedules, forms and registration, proxy and other statements with the SEC, including without limitation the Company’s Annual Report on Form 10-KSB for the year end December 31, 2004 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “SEC Documents”). As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, applicable to such SEC Documents, and none of the SEC Documents as of such respective dates 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. (b) Indigo Parent The consolidated financial statements of the Company included in the SEC Documents and the consolidated financial statements of the Company as of and for the period ended February 28, 2005 (the “Interim Financial Statements”) (a copy of which Interim Financial Statements are attached to Section 3.5(b) of the Company Disclosure Schedule) have been prepared in accordance with GAAP and applicable SEC accounting rules applied on a consistent basis throughout the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal year-end audit adjustments). (c) Neither the Company nor any of its Subsidiaries has made available any liabilities of any nature, whether accrued, absolute, contingent, direct, indirect or otherwise, which would be required to Monsoon be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) reflected or reserved against on the reviewed (but unaudited) special purpose consolidated financial information audited balance sheet of Indigo for the fiscal year ended March Company and its Subsidiaries as of December 31, 2016 2004 (the “Balance Sheet Date”) (including any the notes or schedules thereto) (the “Indigo Financial StatementsBalance Sheet”). The Indigo Financial Statements (i) present fairly included in all material respects the financial condition and the results of operations, cash flows and changes in shareholders’ equity of Indigo (Company’s Annual Report on a consolidated basis) as of the respective dates of and Form 10-KSB for the periods referred to in the Indigo Financial Statementsyear then ended, and or (ii) were prepared in accordance with IFRS, applied on a consistent basis during incurred after the periods covered (except as may be indicated Balance Sheet Date in the notes thereto)ordinary course of business, consistent with past practice, or (iii) liabilities reflected on the Company Disclosure Schedule. The books and records of reserves, if any reflected on 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 Balance Sheet and the Indigo Interim Financial Statements have been preparedare adequate, in all material respectsappropriate and reasonable for their purposes, in accordance with such books including without limitation, litigation reserves 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 IFRSproduct warranty reserves, 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 reportingif any. (d) Indigo The accounts receivable shown on the Interim Financial Statements arose from bona fide transactions in the ordinary course of business. The accounts receivable of the Company and its Subsidiaries do not have arising after the date of the Interim Financial Statements and prior to the Closing Date arose, or will arise, from bona fide transactions in the ordinary course of business. Except as reserved on the balance sheets contained in the Interim Financial Statements, none of such accounts receivable is subject to any liabilitiesclaim of offset or recoupment or counterclaim, commitments or obligations and the Company has no Knowledge of any naturespecific facts that would be likely to give rise to any such claim. Except as reserved on the balance sheets contained in the Interim Financial Statements, whether absolute no amount of such accounts receivable is contingent upon the performance by the Company or contingent, asserted any of its Subsidiaries of any obligation and no agreement for deduction or unasserted, known discount or unknown, primary or secondary, direct or indirect, and whether or not accrued, due or any type of credit has been made with respect to become due (collectively, “Liabilities”), except (i) any such accounts receivable. Except as disclosed, reflected, provided for or reserved against in on the balance sheet included in the Indigo Interim Financial Statements or Statements, to 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 Knowledge of the Indigo Balance SheetCompany, (iii) for Liabilities arising out no account debtor 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 of its Subsidiaries has proposed any Contract relating discount or reduction with respect 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 Statementsaccount debtor’s accounts receivable.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) No Indigo Group Company is subject Sirona has filed or furnished all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by Sirona with the reporting requirements of Section 13(a) SEC under the Securities Act or 15(d) the Exchange Act since October 1, 2012 (the “Sirona SEC Documents”). None of the Exchange ActSubsidiaries of Sirona is required to make or makes any filings with the SEC. (b) Indigo Parent has made available As of its respective filing date, and, if amended, as of the date of the last amendment prior to Monsoon the date of this Agreement, each Sirona SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Sirona SEC Document and did not contain any untrue statement of a material fact or omit 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. (ic) the reviewed (but unaudited) special purpose The consolidated financial information statements of Indigo for Sirona included in the fiscal year ended March 31Sirona SEC Documents (including, 2016 (including in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Sirona’s accountants with respect thereto (the “Indigo Sirona SEC Financial Statements”). The Indigo Financial Statements (i) present fairly , comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Sirona SEC Financial Statements fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in shareholders’ equity of Indigo Sirona (on a consolidated basis) as of the respective dates of and for the periods referred to in the Indigo Sirona SEC Financial Statements, and (ii) were 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), subject, in the case of interim Sirona SEC Financial Statements, to normal year-end adjustments (which are not material in significance or amount) and the absence of notes. The books and records of the Indigo Group Companies Sirona and its Subsidiaries are accurate and completecomplete in all material respects, 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 Sirona SEC 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 Sirona and its Subsidiaries are required by IFRS GAAP to be included in the Indigo Financial Statementsconsolidated financial statements of Sirona. Except as required by IFRSGAAP, Indigo Sirona has not, between March 31June 30, 2016 2015 and each of the date of this Agreement and the Closing Date, as applicableAgreement, made or adopted any material change in its accounting methods, practices or policies in effect on March 31June 30, 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 Agreement2015. (cd) Indigo Sirona is in compliance in all material respects with (i) the applicable provisions of the Saxxxxxx-Xxxxx Xct of 2002 and the related rules and regulations promulgated thereunder or under the Exchange Act (the “Saxxxxxx-Xxxxx Xct”) and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ. (e) Sirona has made available to DENTSPLY true and complete copies of all written comment letters from the staff of the SEC received since October 1, 2013 relating to the Sirona SEC Documents and all written responses of Sirona thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on the SEC’s EDXXX xystem. To the Knowledge of Sirona, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Sirona SEC Documents and none of the Sirona SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations with respect to which Sirona has retained outside counsel, SEC inquiries or investigations or other governmental inquiries or investigations, to the Knowledge of Sirona, pending or threatened, in each case regarding any accounting practices of Sirona. (f) Sirona has established and maintains a system of disclosure controls and procedures and internal control over financial reporting effective (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Sirona’s disclosure controls and procedures are designed to provide reasonable assurances regarding ensure that all information (both financial and non-financial) required to be disclosed by Sirona in the reliability reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the consolidated financial reporting SEC, and that all such information is accumulated and communicated to Sirona’s management as appropriate to allow timely decisions regarding required disclosure and to make the preparation certifications required pursuant to Sections 302 and 906 of the consolidated financial statements of Indigo and its Subsidiaries in accordance in all material respects with IFRSSaxxxxxx-Xxxxx Xct. As Sirona’s management has completed an assessment of the date hereofeffectiveness of Sirona’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Sirona SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on the such evaluation. Based on Sirona’s management’s most recently completed evaluation of IndigoSirona’s internal control over financial reportingreporting prior to the date hereof, (i) Indigo Sirona 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 IndigoSirona’s ability to record, process, summarize and report financial information and (ii) Indigo Sirona does not have knowledge Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in IndigoSirona’s internal control over financial reporting. (dg) Indigo Sirona and its Subsidiaries do not have 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 accrued or required to become due (collectively, “Liabilities”be reflected in Sirona's financial statements in accordance with GAAP), except (i) as disclosed, reflected, provided for reflected or reserved against in the most recent audited balance sheet included in the Indigo Sirona SEC Financial Statements or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities liabilities and obligations incurred in the ordinary course of business since the date of the Indigo Balance Sheetmost recent audited balance sheet included in the Sirona SEC Financial Statements, (iii) for Liabilities liabilities and obligations arising out of or in connection with this Agreement, the other Transaction Documents Merger or the Transactions (other than Liabilities arising out of or in connection with the Restructuring), and (iv) for Liabilities arising out of or in connection with the Restructuring liabilities and obligations that, individually or in the aggregate, have not had had, and would not reasonably be expected to have an Indigo Material Adverse Effect and (v) for Liabilities that individually or in the aggregatehave, have not had and would not reasonably be expected to have an Indigo a Sirona 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. (a) No Indigo Group Company is subject Sirona has filed or furnished all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by Sirona with the reporting requirements of Section 13(a) SEC under the Securities Act or 15(d) the Exchange Act since October 1, 2012 (the “Sirona SEC Documents”). None of the Exchange ActSubsidiaries of Sirona is required to make or makes any filings with the SEC. (b) Indigo Parent has made available As of its respective filing date, and, if amended, as of the date of the last amendment prior to Monsoon the date of this Agreement, each Sirona SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Sirona SEC Document and did not contain any untrue statement of a material fact or omit 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. (ic) the reviewed (but unaudited) special purpose The consolidated financial information statements of Indigo for Sirona included in the fiscal year ended March 31Sirona SEC Documents (including, 2016 (including in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Sirona’s accountants with respect thereto (the “Indigo Sirona SEC Financial Statements”). The Indigo Financial Statements (i) present fairly , comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Sirona SEC Financial Statements fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in shareholders’ equity of Indigo Sirona (on a consolidated basis) as of the respective dates of and for the periods referred to in the Indigo Sirona SEC Financial Statements, and (ii) were 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), subject, in the case of interim Sirona SEC Financial Statements, to normal year-end adjustments (which are not material in significance or amount) and the absence of notes. The books and records of the Indigo Group Companies Sirona and its Subsidiaries are accurate and completecomplete in all material respects, 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 Sirona SEC 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 Sirona and its Subsidiaries are required by IFRS GAAP to be included in the Indigo Financial Statementsconsolidated financial statements of Sirona. Except as required by IFRSGAAP, Indigo Sirona has not, between March 31June 30, 2016 2015 and each of the date of this Agreement and the Closing Date, as applicableAgreement, made or adopted any material change in its accounting methods, practices or policies in effect on March 31June 30, 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 Agreement2015. (cd) Indigo Sirona is in compliance in all material respects with (i) the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated thereunder or under the Exchange Act (the “Sxxxxxxx-Xxxxx Act”) and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ. (e) Sirona has made available to DENTSPLY true and complete copies of all written comment letters from the staff of the SEC received since October 1, 2013 relating to the Sirona SEC Documents and all written responses of Sirona thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on the SEC’s EXXXX system. To the Knowledge of Sirona, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Sirona SEC Documents and none of the Sirona SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations with respect to which Sirona has retained outside counsel, SEC inquiries or investigations or other governmental inquiries or investigations, to the Knowledge of Sirona, pending or threatened, in each case regarding any accounting practices of Sirona. (f) Sirona has established and maintains a system of disclosure controls and procedures and internal control over financial reporting effective (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Sirona’s disclosure controls and procedures are designed to provide reasonable assurances regarding ensure that all information (both financial and non-financial) required to be disclosed by Sirona in the reliability reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the consolidated financial reporting SEC, and that all such information is accumulated and communicated to Sirona’s management as appropriate to allow timely decisions regarding required disclosure and to make the preparation certifications required pursuant to Sections 302 and 906 of the consolidated financial statements of Indigo and its Subsidiaries in accordance in all material respects with IFRSSxxxxxxx-Xxxxx Act. As Sirona’s management has completed an assessment of the date hereofeffectiveness of Sirona’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Sirona SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on the such evaluation. Based on Sirona’s management’s most recently completed evaluation of IndigoSirona’s internal control over financial reportingreporting prior to the date hereof, (i) Indigo Sirona 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 IndigoSirona’s ability to record, process, summarize and report financial information and (ii) Indigo Sirona does not have knowledge Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in IndigoSirona’s internal control over financial reporting. (dg) Indigo Sirona and its Subsidiaries do not have 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 accrued or required to become due (collectively, “Liabilities”be reflected in Sirona's financial statements in accordance with GAAP), except (i) as disclosed, reflected, provided for reflected or reserved against in the most recent audited balance sheet included in the Indigo Sirona SEC Financial Statements or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities liabilities and obligations incurred in the ordinary course of business since the date of the Indigo Balance Sheetmost recent audited balance sheet included in the Sirona SEC Financial Statements, (iii) for Liabilities liabilities and obligations arising out of or in connection with this Agreement, the other Transaction Documents Merger or the Transactions (other than Liabilities arising out of or in connection with the Restructuring), and (iv) for Liabilities arising out of or in connection with the Restructuring liabilities and obligations that, individually or in the aggregate, have not had had, and would not reasonably be expected to have an Indigo Material Adverse Effect and (v) for Liabilities that individually or in the aggregatehave, have not had and would not reasonably be expected to have an Indigo a Sirona 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. (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.