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

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) GSM has filed or furnished all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by GSM with the SEC under the Securities Act or the Exchange Act since July 1, 2014 (the “GSM SEC Documents”). None of the Subsidiaries of GSM is required to make any filings with the SEC. (b) As of its respective filing date, and, if amended, as of the date of the last amendment prior to the date of this Agreement, each GSM 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 GSM 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. (c) The consolidated financial statements of GSM included in the GSM SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by GSM’s accountants with respect thereto (the “GSM Financial Statements”), 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 GSM Financial Statements fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in shareholders’ equity of GSM (on a consolidated basis) as of the respective dates of and for the periods referred to in the GSM Financial Statements, and were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), subject, in the case of interim GSM Financial Statements, to normal year-end adjustments and the absence of notes. The books and records of GSM 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 GSM Financial Statements have been prepared, in all material respects, in accordance with such books and records. No financial statements of any Person other than GSM and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of GSM. Except as required by GAAP, GSM has not, between October 1, 2014 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on October 1, 2014. (d) GSM 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 (the “Saxxxxxx-Xxxxx Xct”) and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ. (e) GSM has made available to FA true and complete copies of all written comment letters from the staff of the SEC received since July 1, 2014 relating to the GSM SEC Documents and all written responses of GSM 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 GSM, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any GSM SEC Documents and none of the GSM 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 GSM, pending or threatened, in each case regarding any accounting practices of GSM. (f) GSM has established and maintains disclosure controls and procedures and internal control over financial reporting (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. GSM’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by GSM in the 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 SEC, and that all such information is accumulated and communicated to GSM’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Saxxxxxx-Xxxxx Xct. GSM’s management has completed an assessment of the effectiveness of GSM’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable GSM 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 such evaluation. As of the date hereof, based on GSM management’s most recently completed evaluation of GSM’s internal control over financial reporting, (i) GSM 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 GSM’s ability to record, process, summarize and report financial information and (ii) GSM does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in GSM’s internal control over financial reporting. (g) GSM and its Subsidiaries do not have any liabilities 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), except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the GSM Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited balance sheet included in the GSM Financial Statements, (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions and (iv) for liabilities and obligations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a GSM Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) GSM has filed or furnished all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by GSM with the SEC under the Securities Act or the Exchange Act since July 1, 2014 (the “GSM SEC Documents”). None of the Subsidiaries of GSM is required to make any filings with the SEC. (b) As of its respective filing date, and, if amended, as of the date of the last amendment prior to the date of this Agreement, each GSM 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 GSM 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. (c) The consolidated financial statements of GSM included in the GSM SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by GSM’s accountants with respect thereto (the “GSM Financial Statements”), 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 GSM Financial Statements fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in shareholders’ equity of GSM (on a consolidated basis) as of the respective dates of and for the periods referred to in the GSM Financial Statements, and were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), subject, in the case of interim GSM Financial Statements, to normal year-end adjustments and the absence of notes. The books and records of GSM 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 GSM Financial Statements have been prepared, in all material respects, in accordance with such books and records. No financial statements of any Person other than GSM and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of GSM. Except as required by GAAP, GSM has not, between October 1, 2014 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on October 1, 2014. (d) GSM is in compliance in all material respects with (i) the applicable provisions of the SaxxxxxxXxxxxxxx-Xxxxx Xct Act of 2002 and the related rules and regulations promulgated thereunder (the “SaxxxxxxXxxxxxxx-Xxxxx XctAct”) and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ. (e) GSM has made available to FA true and complete copies of all written comment letters from the staff of the SEC received since July 1, 2014 relating to the GSM SEC Documents and all written responses of GSM thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on the SEC’s EDXXX xystemXXXXX system. To the Knowledge of GSM, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any GSM SEC Documents and none of the GSM 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 GSM, pending or threatened, in each case regarding any accounting practices of GSM. (f) GSM has established and maintains disclosure controls and procedures and internal control over financial reporting (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. GSM’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by GSM in the 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 SEC, and that all such information is accumulated and communicated to GSM’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the SaxxxxxxXxxxxxxx-Xxxxx XctAct. GSM’s management has completed an assessment of the effectiveness of GSM’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable GSM 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 such evaluation. As of the date hereof, based on GSM management’s most recently completed evaluation of GSM’s internal control over financial reporting, (i) GSM 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 GSM’s ability to record, process, summarize and report financial information and (ii) GSM does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in GSM’s internal control over financial reporting. (g) GSM and its Subsidiaries do not have any liabilities 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), except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the GSM Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited balance sheet included in the GSM Financial Statements, (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions and (iv) for liabilities and obligations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a GSM Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) GSM Plato has filed or furnished all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by GSM Plato with the SEC under the Securities Act or the Exchange Act since July January 1, 2014 2009 (the “GSM Plato SEC Documents”). None of the Plato Subsidiaries of GSM or any Plato Affiliate is required to make any filings with the SEC. (b) As of its respective filing date, and, if amended, as of the date of the last amendment prior to the date of this Agreement, each GSM Plato SEC Document (other than the Plato SEC Financial Statements) 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 GSM Plato SEC Document, Document (other than the Plato SEC Financial Statements) 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. (c) The consolidated financial statements of GSM Plato included in the GSM Plato SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by GSMPlato’s accountants with respect thereto (the “GSM Plato SEC Financial Statements”), 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 GSM Plato SEC Financial Statements fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in shareholdersstockholders’ equity of GSM Plato (on a consolidated basis) as of the respective dates of and for the periods referred to in the GSM Plato SEC Financial Statements, and were prepared in accordance with GAAP (except as otherwise noted therein) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), subject, in the case of interim GSM Plato 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 GSM Plato and its the Plato Subsidiaries are accurate and complete in all material respectscomplete, 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 GSM Plato SEC Financial Statements have been prepared, in all material respects, in accordance with such books and records. At the Closing, all such books and records will be in the possession of Plato or the applicable Plato Subsidiary. No financial statements of any Person other than GSM Plato and its the Plato Subsidiaries are required by GAAP to be included in the consolidated financial statements of GSMPlato. Except as required by GAAP, GSM Plato has not, between October 1December 25, 2014 2010 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on October 1December 25, 20142010. (d) GSM Plato is in compliance in all material respects with (i) the applicable provisions of the SaxxxxxxXxxxxxxx-Xxxxx Xct Act of 2002 and the related rules and regulations promulgated thereunder or under the Exchange Act (the “SaxxxxxxXxxxxxxx-Xxxxx XctAct”) and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQNYSE. (e) GSM Plato has made available to FA Aristotle true and complete copies of all material written comment letters from the staff of the SEC received since July January 1, 2014 2008 relating to the GSM Plato SEC Documents and all written responses of GSM Plato thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on the SEC’s EDXXX xystemXXXXX system. To the Knowledge of GSM, there There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any GSM Plato SEC Documents and none of the GSM Plato 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 GSMPlato, pending or threatened, in each case regarding any accounting practices of GSMPlato. (f) GSM Plato has established and maintains disclosure controls and procedures and internal control over financial reporting (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. GSMPlato’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by GSM Plato in the 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 SEC, and that all such information is accumulated and communicated to GSMPlato’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the SaxxxxxxXxxxxxxx-Xxxxx XctAct. GSMPlato’s management has completed an assessment of the effectiveness of GSMPlato’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable GSM Plato 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 such evaluation. As of the date hereof, based Based on GSM Plato’s management’s most recently completed evaluation of GSMPlato’s internal control over financial reporting, (i) GSM Plato 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 GSMPlato’s ability to record, process, summarize and report financial information and (ii) GSM Plato does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in GSMPlato’s internal control over financial reporting. (g) GSM Plato and its the Plato Subsidiaries do not have any liabilities 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), except (i) that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Plato Material Adverse Effect, (ii) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the GSM Plato SEC Financial Statements or the notes thereto, (iiiii) for liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited balance sheet included in the GSM Plato SEC Financial Statements, and (iiiiv) for liabilities and obligations arising out of or in connection with this Agreement Agreement, the Mergers or the Transactions and (iv) for liabilities and obligations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a GSM Material Adverse EffectTransactions.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) GSM Island has filed or furnished on a timely basis all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by GSM Island with the SEC under the Securities Act or the Exchange Act since July January 1, 2014 2016 (the “GSM Island SEC Documents”). None of the Subsidiaries of GSM is required to make any filings with the SEC. (b) As of its respective filing date, and, if amended, as of the date of the last amendment prior to the date of this Agreement, each GSM Island 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 GSM Island SEC Document, 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. (c) The consolidated financial statements of GSM Island included in the GSM Island SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by GSM’s accountants with respect thereto (the “GSM Island SEC Financial Statements”), 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 GSM Island SEC Financial Statements fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in shareholdersstockholders’ equity of GSM Island (on a consolidated basis) as of the respective dates of and for the periods referred to in the GSM Island SEC Financial Statements, and were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), subject, in the case of interim GSM Island 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 GSM 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 GSM Financial Statements have been prepared, in all material respects, in accordance with such books and records. No financial statements of any Person other than GSM and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of GSM. Except as required by GAAP, GSM has not, between October 1, 2014 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on October 1, 2014. (d) GSM Island is in compliance in all material respects with (i) the applicable provisions of the SaxxxxxxXxxxxxxx-Xxxxx Xct Act of 2002 and the related rules and regulations promulgated thereunder or under the Exchange Act (the “SaxxxxxxXxxxxxxx-Xxxxx XctAct”) and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ. (e) GSM has made available to FA true and complete copies of all written comment letters from the staff of the SEC received since July 1, 2014 relating to the GSM SEC Documents and all written responses of GSM 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 GSMIsland, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any GSM Island SEC Documents and none of the GSM Island SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. There To the Knowledge of Island, there are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations, to the Knowledge of GSM, pending or threatened, in each case regarding any accounting practices of GSMIsland. (f) GSM Island has established and maintains disclosure controls and procedures and internal control over financial reporting (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. GSMIsland’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by GSM Island in the 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 SEC, and that all such information is accumulated and communicated to GSMIsland’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the SaxxxxxxXxxxxxxx-Xxxxx XctAct. GSM’s management Since January 1, 2016, Island has completed an assessment of the effectiveness of GSM’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable GSM 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 such evaluation. As of the date hereof, based on GSM management’s most recently completed evaluation of GSM’s internal control over financial reporting, (i) GSM 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 GSMIsland’s ability to record, process, summarize and report financial information and (ii) GSM Island does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in GSMIsland’s internal control over financial reporting. (g) GSM and its Subsidiaries do Island does not have any liabilities 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 accruedaccrued or required to be reflected in Island’s financial statements in accordance with GAAP), except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the GSM Island SEC Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited balance sheet included in the GSM Island SEC Financial Statements, (iii) for liabilities and obligations arising out of or in connection with this Agreement Agreement, the Mergers or the Transactions and (iv) for liabilities and obligations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a GSM an Island Material Adverse Effect. (h) Island is not a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Island, 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” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Island in Island’s published financial statements or other Island SEC Documents.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) GSM Prime has filed or furnished all required reports, schedules, forms, statements, registration statements, prospectuses statements and other documents required to be filed or furnished by GSM with the SEC since July 1993 through the date hereof (the "Prime SEC Documents"). Schedule 3.6(a) to the Prime Disclosure Letter contains a complete list of all Prime SEC Documents filed by Prime under the Securities Act or the Exchange Act since July January 1, 2014 (the “GSM SEC Documents”). None of the Subsidiaries of GSM is required to make any filings with the SEC. (b) As of its respective filing date, and, if amended, as of the date of the last amendment 1997 and on or prior to the date of this Agreement. All of the Prime SEC Documents (other than preliminary material), each GSM SEC Document as of their respective filing dates, complied in all material respects with the all applicable requirements of the Securities Act and the Exchange Act or the Securities Actand, as the case may bein each case, and the rules and regulations of the SEC promulgated thereunder applicable to such GSM Prime SEC Document, and did not contain Documents. None of the Prime SEC Documents at the time of filing contained any untrue statement of a material fact or omit omitted to state a 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. (c) , except to the extent such statements have been modified or superseded by later Prime SEC Documents filed and publicly available prior to the date of this Agreement. The consolidated financial statements of GSM Prime and the Prime Subsidiaries included in the GSM Prime SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by GSM’s accountants with respect thereto (the “GSM Financial Statements”), comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The GSM Financial Statements fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in shareholders’ equity of GSM (on a consolidated basis) as of the respective dates of and for the periods referred to in the GSM Financial Statements, and were have been prepared in accordance with GAAP (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 involved (except as may be indicated in the notes thereto)) and fairly presented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Prime and the Prime Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of interim GSM Financial Statementsunaudited statements, to normal year-end adjustments audit adjustments). Except for liabilities and the absence of notes. The books and records of GSM 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 GSM Financial Statements have been prepared, in all material respects, in accordance with such books and records. No financial statements of any Person other than GSM and its Subsidiaries are required by GAAP to be included obligations set forth or reflected in the consolidated financial statements of GSM. Except as required by GAAP, GSM has not, between October 1, 2014 and the date of this Agreement, made Prime SEC Documents or adopted any material change in its accounting methods, practices or policies in effect on October 1, 2014. (dSchedule 3.6(b) GSM 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 (the “Saxxxxxx-Xxxxx Xct”) and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ. (e) GSM has made available to FA true and complete copies of all written comment letters from the staff of the SEC received since July 1, 2014 relating to the GSM SEC Documents and all written responses of GSM 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 GSMPrime Disclosure Letter, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any GSM SEC Documents and none of the GSM 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 GSM, pending or threatened, in each case regarding any accounting practices of GSM. (f) GSM has established and maintains disclosure controls and procedures and internal control over financial reporting (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. GSM’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by GSM in the 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 SEC, and that all such information is accumulated and communicated to GSM’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Saxxxxxx-Xxxxx Xct. GSM’s management has completed an assessment of the effectiveness of GSM’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable GSM 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 such evaluation. As of the date hereof, based on GSM management’s most recently completed evaluation of GSM’s internal control over financial reporting, (i) GSM 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 GSM’s ability to record, process, summarize and report financial information and (ii) GSM does not have Knowledge of hereof neither Prime nor any fraud, whether or not material, that involves management or other employees who have a significant role in GSM’s internal control over financial reporting. (g) GSM and its Subsidiaries do not have Prime Subsidiary has any liabilities or obligations of any nature (whether absolute accrued, absolute, contingent or contingent, asserted otherwise) required by GAAP to be set forth on a consolidated balance sheet of Prime or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued), except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the GSM Financial Statements or the notes thereto, (ii) for liabilities thereto and obligations incurred in the ordinary course of business since the date of the most recent audited balance sheet included in the GSM Financial Statements, (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions and (iv) for liabilities and obligations thatwhich, individually or in the aggregate, would have not had, and would not reasonably be expected to have, a GSM Prime Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) GSM Aristotle has filed or furnished all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by GSM Aristotle with the SEC under the Securities Act or the Exchange Act since July January 1, 2014 2009 (the “GSM Aristotle SEC Documents”). None of the Aristotle Subsidiaries of GSM or any Aristotle Affiliate is required to make any filings with the SEC. (b) As of its respective filing date, and, if amended, as of the date of the last amendment prior to the date of this Agreement, each GSM Aristotle SEC Document (other than the Aristotle SEC Financial Statements) 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 GSM Aristotle SEC Document, and Document (other than the Aristotle SEC Financial Statements) 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. (c) The consolidated financial statements of GSM Aristotle included in the GSM Aristotle SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by GSMAristotle’s accountants with respect thereto (the “GSM Aristotle SEC Financial Statements”), 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 GSM Aristotle SEC Financial Statements fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in shareholdersstockholders’ equity of GSM Aristotle (on a consolidated basis) as of the respective dates of and for the periods referred to in the GSM Aristotle SEC Financial Statements, and were prepared in accordance with GAAP (except as otherwise noted therein) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), subject, in the case of interim GSM Aristotle 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 GSM Aristotle and its the Aristotle Subsidiaries are accurate and complete in all material respectscomplete, 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 GSM Aristotle SEC Financial Statements have been prepared, in all material respects, in accordance with such books and records. At the Closing, all such books and records will be in the possession of Aristotle or the applicable Aristotle Subsidiary. No financial statements of any Person other than GSM Aristotle and its the Aristotle Subsidiaries are required by GAAP to be included in the consolidated financial statements of GSMAristotle. Except as required by GAAP, GSM Aristotle has not, between October 1December 31, 2014 2010 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on October 1December 31, 20142010. (d) GSM Aristotle is in compliance in all material respects with (i) the applicable provisions of the SaxxxxxxXxxxxxxx-Xxxxx Xct of 2002 and the related rules and regulations promulgated thereunder (the “Saxxxxxx-Xxxxx Xct”) Act and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ. (e) GSM Aristotle has made available to FA Plato true and complete copies of all material written comment letters from the staff of the SEC received since July January 1, 2014 2008 relating to the GSM Aristotle SEC Documents and all written responses of GSM Aristotle thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on the SEC’s EDXXX xystemXXXXX system. To the Knowledge of GSM, there There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any GSM Aristotle SEC Documents and none of the GSM Aristotle 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 GSMAristotle, pending or threatened, in each case regarding any accounting practices of GSMAristotle. (f) GSM Aristotle has established and maintains disclosure controls and procedures and internal control over financial reporting (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. GSMAristotle’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by GSM Aristotle in the 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 SEC, and that all such information is accumulated and communicated to GSMAristotle’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the SaxxxxxxXxxxxxxx-Xxxxx XctAct. GSMAristotle’s management has completed an assessment of the effectiveness of GSMAristotle’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable GSM Aristotle 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 such evaluation. As of the date hereof, based Based on GSM Aristotle’s management’s most recently completed evaluation of GSMAristotle’s internal control over financial reporting, (i) GSM Aristotle 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 GSMAristotle’s ability to record, process, summarize and report financial information and (ii) GSM Aristotle does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in GSMAristotle’s internal control over financial reporting. (g) GSM and its Subsidiaries do not have any liabilities 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), except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the GSM Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited balance sheet included in the GSM Financial Statements, (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions and (iv) for liabilities and obligations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a GSM Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) GSM Merry Land has filed or furnished all reports, schedules, forms, statements, registration statements, prospectuses statements and other documents required to be filed or furnished by GSM with the SEC (the “Merry Land SEC Documents”) since September 3, 1998 through the date hereof under the Securities Act or the Exchange Act since July 1of 1933, 2014 as amended (the “GSM SEC DocumentsSecurities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). None Schedule 2.6 of the Subsidiaries Merry Land Disclosure Letter contains a complete list of GSM is required to make any filings all Merry Land SEC Documents filed by Merry Land with the SEC. (b) As of its respective filing dateSEC since January 1, and, if amended, as of the date of the last amendment 2001 and on or prior to the date of this Agreement. All of the Merry Land SEC Documents (other than preliminary material), each GSM SEC Document as of their respective filing dates, complied in all material respects with the all applicable requirements of the Securities Act and the Exchange Act or the Securities Actand, as the case may bein each case, and the rules and regulations of the SEC promulgated thereunder applicable to such GSM Merry Land SEC Document, and did not contain Documents. None of the Merry Land SEC Documents at the time of filing contained any untrue statement of a material fact or omit omitted to state a 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. (c) , except to the extent such statements have been modified or superseded by later Merry Land SEC Documents filed and publicly available prior to the date of this Agreement. The consolidated financial statements of GSM Merry Land included in the GSM Merry Land SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by GSM’s accountants with respect thereto (the “GSM Financial Statements”), comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The GSM Financial Statements fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in shareholders’ equity of GSM (on a consolidated basis) as of the respective dates of and for the periods referred to in the GSM Financial Statements, and were have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) (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 involved (except as may be indicated in the notes thereto)) and fairly presented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Merry Land and its consolidated subsidiaries, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of interim GSM Financial Statementsunaudited statements, to normal year-end adjustments and the absence of notes. The books and records of GSM 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 GSM Financial Statements have been prepared, in all material respects, in accordance with such books and records. No financial statements of any Person other than GSM and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of GSMaudit adjustments). Except as required by GAAPset forth on Schedule 2.6, GSM Merry Land has notno Merry Land Subsidiaries which are not consolidated for accounting purposes. Except for liabilities and obligations set forth in the Merry Land SEC Documents on Schedule 2.6 to the Merry Land Disclosure Letter or liabilities or obligations incurred in the ordinary course of business after the most recent balance sheet contained in the Merry Land SEC Documents, between October 1, 2014 and the date of this Agreement, made or adopted neither Merry Land nor any material change in its accounting methods, practices or policies in effect on October 1, 2014. (d) GSM 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 (the “Saxxxxxx-Xxxxx Xct”) and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ. (e) GSM Merry Land Subsidiaries has made available to FA true and complete copies of all written comment letters from the staff of the SEC received since July 1, 2014 relating to the GSM SEC Documents and all written responses of GSM 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 GSM, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any GSM SEC Documents and none of the GSM 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 GSM, pending or threatened, in each case regarding any accounting practices of GSM. (f) GSM has established and maintains disclosure controls and procedures and internal control over financial reporting (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. GSM’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by GSM in the 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 SEC, and that all such information is accumulated and communicated to GSM’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Saxxxxxx-Xxxxx Xct. GSM’s management has completed an assessment of the effectiveness of GSM’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable GSM 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 such evaluation. As of the date hereof, based on GSM management’s most recently completed evaluation of GSM’s internal control over financial reporting, (i) GSM 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 GSM’s ability to record, process, summarize and report financial information and (ii) GSM does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in GSM’s internal control over financial reporting. (g) GSM and its Subsidiaries do not have any liabilities or obligations of any nature (whether absolute accrued, absolute, contingent or contingent, asserted otherwise) required by GAAP to be set forth on a consolidated balance sheet of Merry Land or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued), except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the GSM Financial Statements or the notes thereto, (ii) for liabilities thereto and obligations incurred in the ordinary course of business since the date of the most recent audited balance sheet included in the GSM Financial Statements, (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions and (iv) for liabilities and obligations thatwhich, individually or in the aggregate, would have not had, and would not reasonably be expected to have, a GSM Merry Land Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) GSM Investor has timely filed or furnished all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by GSM Investor with the SEC under the Securities Act or the Exchange Act since July 1, 2014 (the “GSM Investor SEC Documents”). None of the Subsidiaries of GSM is ) since April 29, 2015, together with any exhibits, amendments, restatements or supplements to any Investor SEC Documents, and will file or furnish all Investor SEC Documents, together with any exhibits, amendments, restatements or supplements thereto, required to make any filings be filed or furnished, as applicable, by it subsequent to the date of this Agreement through and including the Closing Date, with the SEC. (b) As of its respective filing date, and, if amended, as of the date of the last amendment prior to the date of this Agreement, each GSM Investor SEC Document complied in all material respects with the requirements of the Exchange Act or Act, the Securities Act and the Sarbanes Oxley Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such GSM Investor SEC Document, 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. (c) The consolidated financial statements of GSM Investor included in the GSM Investor SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by GSMInvestor’s accountants with respect thereto (the “GSM Investor SEC Financial Statements”), 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 GSM Investor SEC Financial Statements fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in shareholdersstockholders’ equity of GSM Investor (on a consolidated basis) as of the respective dates of and for the periods referred to in the GSM Investor SEC Financial Statements, and were prepared in accordance with GAAP (except as otherwise noted therein) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), subject, in the case of interim GSM Investor 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 GSM and its Subsidiaries Investor are accurate and complete maintained in accordance with applicable Law in all material respects. At the Closing, 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 GSM Financial Statements have been prepared, in all material respects, in accordance with such books and recordsrecords will be in the possession of Investor. No financial statements of any Person other than GSM and its Subsidiaries Investor are required by GAAP to be included in the consolidated financial statements of GSMInvestor. Except Investor does not have, nor has ever had, any “off-balance sheet financing arrangements” (as required by GAAP, GSM has not, between October 1, 2014 and defined in Item 303(a) of Regulation S-K of the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on October 1, 2014Securities Act). (d) GSM Investor is in compliance in all material respects with (i) the applicable provisions of the SaxxxxxxSxxxxxxx-Xxxxx Xct Act of 2002 and the related rules and regulations promulgated thereunder or under the Exchange Act (the “SaxxxxxxSxxxxxxx-Xxxxx XctAct”) and (ii) except as set forth in Section 2.5(d) of the Investor Disclosure Letter, the applicable listing and corporate governance rules and regulations of the NASDAQNasdaq. (e) GSM Investor has made available to FA the Company true and complete copies of all written comment letters from the staff of the SEC received since July 1April 29, 2014 2015 relating to the GSM Investor SEC Documents and all written responses of GSM Investor thereto other than with respect to requests for confidential treatment or which are otherwise publicly available on the SEC’s EDXXX xystemEXXXX system. To the Knowledge of GSM, there There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any GSM Investor SEC Documents and none of the GSM Investor 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, pending or, to the Knowledge of GSMInvestor, pending or threatenedpending, in each case regarding any accounting practices of GSMInvestor. (f) GSM Investor has established and maintains disclosure controls and procedures and internal control over financial reporting (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. GSMInvestor’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by GSM Investor in the 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 SEC, and that all such information is accumulated and communicated to GSMInvestor’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the SaxxxxxxSxxxxxxx-Xxxxx XctAct. GSMInvestor’s management has completed an assessment of the effectiveness of GSMInvestor’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable GSM Investor SEC Document that is a report on Form 10-K or Form 10-QDocument, 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 such evaluation. As of the date hereof, based Based on GSM Investor’s management’s most recently completed evaluation of GSMInvestor’s internal control over financial reporting, (i) GSM Investor 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 GSMInvestor’s ability to record, process, summarize and report financial information and (ii) GSM Investor does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in GSMInvestor’s internal control over financial reporting. (g) GSM and its Subsidiaries do Investor does not have any liabilities 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) that would be required by GAAP to be reflected on a balance sheet of Investor (including the notes thereto), except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the GSM Investor SEC Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited balance sheet included in the GSM Investor SEC Financial Statements, Statements and (iii) for liabilities and obligations arising out of or in connection with this Agreement Agreement, the other Transaction Agreements, the Transactions or the Transactions other transactions contemplated by such other Transaction Agreements and (iv) for liabilities and obligations that, individually or in disclosed prior to the aggregate, have not had, and would not reasonably be expected date hereof to have, a GSM Material Adverse Effectthe Company.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) GSM Except as indicated on Schedule 2.6 to the Grove Disclosure Letter, Grove has filed or furnished all required reports, schedules, forms, statements, registration statements, prospectuses statements and other documents required to be filed or furnished by GSM with the SEC under the Securities Act or the Exchange Act since July January 1, 2014 1995 through the date hereof (the “GSM "Grove SEC Documents”)") on a timely basis. None Schedule 2.6 of the Subsidiaries Grove Disclosure Letter contains a complete list (without exhibits) of GSM is required to make any filings all Grove SEC Documents filed by Grove with the SEC. SEC since January 1, 1995 and on or prior to the date of this Agreement. All of the Grove SEC Documents (b) As other than preliminary material), as of its their respective filing datedates, and, if amended, or as of the date of the last amendment prior to the date of this Agreementthereof (if amended after filing), each GSM SEC Document complied in all material respects with the all applicable requirements of the Exchange Act or the Securities Act, as and the case may beExchange Act and, and in each case, the rules and regulations of the SEC promulgated thereunder applicable to such GSM Grove SEC Document, and did not contain Documents. None of the Grove SEC Documents at the time of filing contained any untrue statement of a material fact or omit omitted to state a 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. (c) , except to the extent such statements have been modified or superseded by later Grove SEC Documents filed on a non-confidential basis prior to the date of this Agreement. The consolidated financial statements of GSM Grove included in the GSM Grove SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by GSM’s accountants with respect thereto (the “GSM Financial Statements”), comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The GSM Financial Statements fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in shareholders’ equity of GSM (on a consolidated basis) as of the respective dates of and for the periods referred to in the GSM Financial Statements, and were have been prepared in accordance with GAAP accounting principles generally accepted in the United States ("GAAP") (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 involved (except as may be indicated therein or in the notes thereto)) and fairly presented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, in all material respects, the consolidated financial position of Grove and the consolidated Grove Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of interim GSM Financial Statementsunaudited statements, to normal year-end audit adjustments, any other adjustments described therein and the absence of notes. The books fact that certain information and records of GSM and its Subsidiaries are accurate and complete in all material respects, notes have been maintained condensed or omitted 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 GSM Financial Statements have been prepared, in all material respects, in accordance with such books and records. No financial statements of any Person other than GSM and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of GSM. Except as required by GAAP, GSM has not, between October 1, 2014 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on October 1, 2014. (d) GSM 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 (the “Saxxxxxx-Xxxxx Xct”) and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ. (e) GSM has made available to FA true and complete copies of all written comment letters from the staff of the SEC received since July 1, 2014 relating to the GSM SEC Documents and all written responses of GSM 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 GSM, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any GSM SEC Documents and none of the GSM 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 GSM, pending or threatened, in each case regarding any accounting practices of GSM. (f) GSM has established and maintains disclosure controls and procedures and internal control over financial reporting (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). GSM’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by GSM in the 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 Schedule 2.6 of the SEC, and that Grove Disclosure Letter sets forth all such information is accumulated and communicated to GSM’s management Grove Subsidiaries which are not consolidated for accounting purposes as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Saxxxxxx-Xxxxx Xct. GSM’s management has completed an assessment of the effectiveness of GSM’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable GSM 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 such evaluation. As of the date hereof, based on GSM management’s most recently completed evaluation of GSM’s internal control over financial reporting, (i) GSM had no significant deficiencies or material weaknesses . Except for liabilities and obligations set forth in the design Grove SEC Documents or operation in Schedule 2.6 to the Grove Disclosure Letter, neither Grove nor any of its internal control over financial reporting that would reasonably be expected to adversely affect GSM’s ability to record, process, summarize and report financial information and (ii) GSM does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in GSM’s internal control over financial reporting. (g) GSM and its the Grove Subsidiaries do not have has any liabilities or obligations of any nature (whether absolute accrued, absolute, contingent or contingent, asserted otherwise) required by GAAP to be set forth on a consolidated balance sheet of Grove or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued), except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the GSM Financial Statements or the notes thereto, (ii) for liabilities thereto and obligations incurred in the ordinary course of business since the date of the most recent audited balance sheet included in the GSM Financial Statements, (iii) for liabilities and obligations arising out of or in connection with this Agreement or the Transactions and (iv) for liabilities and obligations thatwhich, individually or in the aggregate, would have not had, and would not reasonably be expected to have, a GSM Grove Material Adverse Effect, after taking into account any assets acquired or services provided in connection with the incurrence of such liabilities or obligations. (b) Grove has at all times been in material compliance with the rules and regulations of the American Stock Exchange ("AMEX"). (c) At no time has Grove OP or any other Grove Subsidiary been subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) GSM Omnicom has filed or furnished on a timely basis all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by GSM Omnicom with the SEC under the Securities Act or the Exchange Act since July January 1, 2014 2023 (the “GSM Omnicom SEC Documents”). None of the Subsidiaries of GSM Omnicom is required subject to make any filings with the SECperiodic reporting requirements of the Exchange Act. (b) As of its respective filing date, and, if amended, as of the date of the last amendment prior to the date of this Agreement, each GSM Omnicom SEC Document complied in all material respects with the requirements of the Exchange Act or Act, the Securities Act, and the Xxxxxxxx-Xxxxx Act as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such GSM Omnicom SEC Document, 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. (c) The consolidated financial statements of GSM Omnicom and its Subsidiaries included or incorporated by reference in the GSM Omnicom SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by GSM’s accountants with respect thereto (the “GSM Omnicom SEC Financial Statements”), 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 GSM Omnicom SEC Financial Statements fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in shareholdersstockholders’ equity of GSM Omnicom and its Subsidiaries (on a consolidated basis) as of the respective dates of and for the periods referred to in the GSM Omnicom SEC Financial Statements, and were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), subject, in the case of interim GSM Omnicom 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 . (d) As of GSM 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 GSM Financial Statements have been prepared, in all material respects, in accordance with such books and records. No financial statements of any Person other than GSM and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of GSM. Except as required by GAAP, GSM has not, between October 1, 2014 and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on October 1, 2014. (d) GSM 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 (the “Saxxxxxx-Xxxxx Xct”) and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ. (e) GSM has made available to FA true and complete copies of all written comment letters from the staff of the SEC received since July 1, 2014 relating to the GSM SEC Documents and all written responses of GSM 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 GSM, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any GSM Omnicom SEC Documents and none of the GSM Omnicom SEC Documents (other than confidential treatment requests) is is, to the Knowledge of Omnicom, the subject of ongoing SEC reviewreview or investigation. There To the Knowledge of Omnicom, there are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations, to the Knowledge of GSM, pending or threatened, in each case regarding any accounting practices of GSMOmnicom. (fe) GSM Omnicom has established and maintains disclosure controls and procedures and internal control over financial reporting (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. GSMOmnicom’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by GSM Omnicom in the 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 SEC, and that all such information is accumulated and communicated to GSMOmnicom’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the SaxxxxxxXxxxxxxx-Xxxxx XctAct. GSMOmnicom’s management has completed an assessment of the effectiveness of GSMOmnicom’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable GSM Omnicom 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 such evaluation. As of the date hereofSince January 1, based on GSM management’s most recently completed evaluation of GSM’s internal control over financial reporting2023, (i) GSM Omnicom has 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 GSMOmnicom’s ability to record, process, summarize and report financial information and (ii) GSM Omnicom does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in GSMOmnicom’s internal control over financial reporting. Omnicom has timely filed all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act; or (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) with respect to all applicable Omnicom SEC Documents. (gf) GSM Omnicom and its Subsidiaries do not have any liabilities 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 accruedaccrued or required to be reflected in Omnicom’s financial statements in accordance with GAAP), except (i) as disclosed, reflected or reserved against in the most recent audited balance sheet included in the GSM Omnicom SEC Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the ordinary course of business since the date of the most recent audited balance sheet included in the GSM Omnicom SEC Financial Statements, (iii) for liabilities and obligations arising out of or in connection with this Agreement Agreement, the Merger or the Transactions and (iv) for liabilities and obligations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a GSM an Omnicom Material Adverse Effect. (g) Neither Omnicom nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Omnicom and any of its Subsidiaries, 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” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Omnicom or any of its Subsidiaries in Omnicom’s published financial statements or other Omnicom SEC Documents.