Common use of Financial Statements; Absence of Undisclosed Liabilities Clause in Contracts

Financial Statements; Absence of Undisclosed Liabilities. (a) Schedule 3.05(a)(1) sets forth: (i) an unaudited consolidated balance sheet as of October 31, 2010 (the “Latest Balance Sheet”), and the related consolidated statements of income and cash flow of Seller and its Subsidiaries for the 10-month period then ended and (ii) the audited consolidated balance sheets and the related audited consolidated statements of income and cash flows as of and for the years ended December 31, 2008 and December 31, 2009 (the items set forth in clauses (i) and (ii), collectively, the “Financial Statements”). Except as set forth on Schedule 3.05(a)(2) with respect only to the items set forth in clause (i) above, such Financial Statements (including any related footnotes) have been based upon the books and records of Seller and its Subsidiaries and present fairly in all material respects the financial condition and results of operations of the Seller and its Subsidiaries as of the times and for the periods referred to therein in accordance with GAAP consistently applied throughout the periods referred to therein (subject, in the case of unaudited financial statements, to normal year-end audit adjustments, which will not be material in amount or effect, and the absence of footnotes and other presentation items). Except as set forth on Schedule 3.05(a)(2) with respect only to the items set forth in clause (i) above, in addition, such Financial Statements (including any related footnotes) present fairly in all material respects the financial condition and results of operations of the Purchased Subsidiaries and their Subsidiaries as of the times and for the periods referred to therein in accordance with GAAP consistently applied throughout the periods referred to therein (subject, in the case of unaudited financial statements, to normal year-end audit adjustments, which will not be material in amount or effect, and the absence of footnotes and other presentation items). Seller is a holding company, the sole business of which is to own the Securities. The Securities, together with any cash held in bank or other similar accounts of Seller, comprise substantially all of the assets of Seller.

Financial Statements; Absence of Undisclosed Liabilities. (a) Schedule 3.05(a)(1) Section 4.3 of the Seller Disclosure Letter sets forth: (i) an unaudited forth the following consolidated balance sheet as of October 31, 2010 (the “Latest Balance Sheet”), and the related consolidated financial statements of income and cash flow of Seller and its Subsidiaries for the 10-month period then ended and JV Entity (ii) the audited consolidated balance sheets and the related audited consolidated statements of income and cash flows as of and for the years ended December 31, 2008 and December 31, 2009 (the items set forth in clauses (i) and (ii), collectively, the “Financial Statements”): (a) the audited balance sheets as of December 31, 2015 and December 31, 2014 (the “Audited Balance Sheets”), and audited income statements and cash flows for the fiscal years ended December 31, 2015, and December 31, 2014 (the “Audited Financial Statements”), (b) unaudited balance sheets as of March 31, 2015 (the “Recent Balance Sheet”), and (c) unaudited income statements and cash flows for the three-month period ended March 31, 2015. Except as set forth The Financial Statements for the JV Entity have been prepared on Schedule 3.05(a)(2) a consolidated basis with respect only to the items set forth in clause MDDC and MDFC. The Financial Statements (i) above, such Financial Statements (including any related footnotes) have been based upon are consistent in all material respects with the books and records of Seller and its Subsidiaries and present fairly in all material respects the financial condition and results of operations of the Seller and its Subsidiaries as of the times and for the periods referred to therein Companies, (ii) were prepared in accordance with GAAP consistently in effect at the time of such preparation applied on a consistent basis throughout the periods referred involved (except as may be indicated in the notes to therein (the Financial Statements and subject, in the case of unaudited financial statements, to normal normal, recurring year-end audit adjustments, which will not be material in amount or effect), and the absence of footnotes and other presentation items). Except as set forth on Schedule 3.05(a)(2(iii) with respect only to the items set forth in clause (i) above, in addition, such Financial Statements (including any related footnotes) fairly present fairly in all material respects the consolidated financial condition and results of operations position of the Purchased Subsidiaries and their Subsidiaries Companies as of the times dates thereof and the results of their operations for the periods referred then ended (except as may be indicated in the notes to therein in accordance with GAAP consistently applied throughout the periods referred to therein (Financial Statements and subject, in the case of unaudited interim financial statements, to normal normal, recurring year-end audit adjustments). The Companies have no Liabilities of a nature required by GAAP to be reflected or reserved against or disclosed in financial statements of the Companies other than (A) Liabilities to the extent shown on the Recent Balance Sheet or disclosed in the notes thereto, which will not be (B) current Liabilities incurred in the Ordinary Course since the date of the Recent Balance Sheet, or (C) Liabilities that give rise to Permitted Liens. To Seller’s Knowledge, the books and records of the Company in all material in amount or effectrespects are complete and correct, represent actual, bona fide transactions, and the absence of footnotes and other presentation items). Seller is a holding company, the sole have been maintained in all material respects in accordance with sound business of which is to own the Securities. The Securities, together with any cash held in bank or other similar accounts of Seller, comprise substantially all of the assets of Sellerpractices.

Financial Statements; Absence of Undisclosed Liabilities. (a) Schedule 3.05(a)(1) sets forthAttached as Section 2.4 of the Company are copies of: (i) an the unaudited consolidated balance sheet of the Company as of October December 31, 2010 (the “Latest Balance Sheet”)2018 and December 31, 2019 and the related consolidated unaudited statements of income and cash flow of Seller and its Subsidiaries for the 10-month period then ended and (ii) the audited consolidated balance sheets and the related audited consolidated statements of income income, shareholders’ equity and cash flows as of and for the years ended December 31, 2008 2018 and December 31, 2009 2019 (collectively, the items set forth in clauses (i) “Annual Financial Statements”); and (ii)) the unaudited consolidated balance sheet of the Company as of September 30, collectively2020 and the related unaudited statements of income, shareholders’ equity and cash flows for the nine (9) month period ended September 30, 2020 (the “Stub Period Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”). Except as set forth on Schedule 3.05(a)(2) The Financial Statements have been prepared in accordance with GAAP (other than the omission of footnotes and, with respect only to the items set forth Stub Period Financial Statements, normal year-end adjustments, which adjustments, in clause (i) abovethe aggregate, such Financial Statements (including any related footnotes) have been based upon the books and records of Seller and its Subsidiaries will not be materially adverse), and present fairly fairly, in all material respects respects, the financial condition and the results of operations operations, changes in shareholders’ equity and cash flow of the Seller and its Subsidiaries Company as of the times applicable dates of, and for the periods referred to therein in, the Financial Statements. The Company maintains a system of internal accounting controls designed to provide commercially reasonable assurance that: (A) transactions are executed in accordance, in all material respects, with management’s authorizations; (B) transactions are recorded as necessary to permit preparation of the Financial Statements in conformity, in all material respects, with GAAP principles and to maintain asset accountability; (C) access to assets is permitted only in accordance with GAAP consistently applied throughout management’s authorization; and (D) the periods referred to therein (subject, in recorded accountability for assets is compared with the case of unaudited financial statements, to normal year-end audit adjustments, which will not be material in amount or effect, existing assets at reasonable intervals and the absence of footnotes and other presentation items). Except as set forth on Schedule 3.05(a)(2) appropriate action is taken with respect only to the items set forth in clause (i) above, in addition, such Financial Statements (including any related footnotes) present fairly in all material respects the financial condition and results of operations of the Purchased Subsidiaries and their Subsidiaries as of the times and for the periods referred to therein in accordance with GAAP consistently applied throughout the periods referred to therein (subject, in the case of unaudited financial statements, to normal year-end audit adjustments, which will not be material in amount or effect, and the absence of footnotes and other presentation items). Seller is a holding company, the sole business of which is to own the Securities. The Securities, together with any cash held in bank or other similar accounts of Seller, comprise substantially all of the assets of Sellerdifferences.

Financial Statements; Absence of Undisclosed Liabilities. (a) Section 4.4(a)(i) of the Disclosure Schedule 3.05(a)(1) sets forth: forth (i) an unaudited the audited, consolidated balance sheet of the Companies as of October December 31, 2010 (the “Latest Balance Sheet”), and the related consolidated statements of income and cash flow of Seller and its Subsidiaries for the 10-month period then ended 2009 and (ii) the audited audited, consolidated balance sheets and the related audited consolidated statements statement of income operations and cash flows as of and the Companies for the years annual period ended December 31, 2008 and December 312009, 2009 (collectively, the items set “Audited Financial Statements”). Section 4.4(a)(ii) of the Disclosure Schedule sets forth in clauses (iX) the unaudited, consolidated balance sheets of the Companies as of September 30, 2010 and (ii)Y) the unaudited, consolidated statement of operations of the Companies for the nine-month period ended September 30, 2010 (collectively, the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). Except as set forth on Schedule 3.05(a)(2in Section 4.4(a)(iii) with respect only to of the items set forth in clause (i) aboveDisclosure Schedule, such the Financial Statements (including any related footnotes) have been based upon the books and records of Seller and its Subsidiaries and present fairly are consistent in all material respects with the financial condition and results books of operations account of the Seller Companies and its Subsidiaries as of the times and for the periods referred to therein have been prepared in all material respects in accordance with GAAP consistently applied throughout the periods referred to therein (involved, and present fairly, in all material respects, the financial condition and the results of operations of the Companies as of their respective dates and for the respective periods covered thereby, subject, in the case of unaudited financial statementsthe Unaudited Financial Statements, to the absence of statements of cash flows and of footnotes and normal year-end audit adjustments, which will recurring adjustments that are not or would not reasonably be expected to be material in amount effect or effect, and amount. The books of account of the absence of footnotes and other presentation items). Except as set forth on Schedule 3.05(a)(2) with respect only to the items set forth in clause (i) above, in addition, such Financial Statements (including any related footnotes) present fairly Companies are complete in all material respects the financial condition and results of operations of the Purchased Subsidiaries and their Subsidiaries as of the times and for the periods referred to therein have been maintained accurately in accordance with GAAP consistently applied throughout the periods referred to therein (subject, all applicable Laws in the case of unaudited financial statements, to normal year-end audit adjustments, which will not be all material in amount or effect, and the absence of footnotes and other presentation items). Seller is a holding company, the sole business of which is to own the Securities. The Securities, together with any cash held in bank or other similar accounts of Seller, comprise substantially all of the assets of Sellerrespects.

Financial Statements; Absence of Undisclosed Liabilities. (a) Schedule 3.05(a)(12.10(a)(i) sets forth: forth a true and complete copy of (i) an the audited statement of revenue and certain expenses of the IL Property for the year ended December 31, 2006 (the “IL Property Financial Statements”), (ii) the audited statement of revenue and certain expenses of the TX Property for the year ended December 31, 2006 (the “TX Property Financial Statements”) and (iii) the audited statement of revenue and certain expenses of the CT Property for the year ended December 31, 2006 (the “CT Property Financial Statements” and, together with the IL Property Financial Statements and the TX Property Financial Statements, the “Property Financial Statements”). Schedule 2.10(a)(ii) sets forth a true and complete copy of the unaudited consolidated balance sheet of the Company as of October March 31, 2010 2007 (the “Latest Most Recent Balance Sheet”), and together with the related unaudited consolidated statements of income and cash flow operations of Seller and its Subsidiaries the Company for the 10year-month to-date period then ended and (ii) collectively referred to herein as the audited consolidated balance sheets “Recent Financial Statements,” and the related audited consolidated statements of income Recent Financial Statements and cash flows the Property Financial Statements are collectively referred to herein as of and for the years ended December 31, 2008 and December 31, 2009 (the items set forth in clauses (i) and (ii), collectively, the “Financial Statements”). Except as set forth on Schedule 3.05(a)(2) with respect only to the items set forth in clause (i) above, such The Financial Statements (including any related footnotes) have been are based upon the books and records of Seller the applicable Property or the Company and its Subsidiaries subsidiaries, as the case may be, and have been prepared in accordance with GAAP applied during the periods indicated and present fairly fairly, in all material respects respects, the financial condition position and results of operations of the Seller applicable Property or the Company and its Subsidiaries subsidiaries, as of the times case may be, at the respective dates and for the respective periods referred to therein in accordance with indicated, except that the Recent Financial Statements may not contain all footnote disclosures required by GAAP consistently applied throughout and that the periods referred to therein (subject, in the case of unaudited financial statements, Recent Financial Statements are subject to normal year-end audit adjustments, adjustments which will not not, individually or in the aggregate, be material in amount or effect, and the absence of footnotes and other presentation items). Except as set forth on Schedule 3.05(a)(2) with respect only to the items set forth in clause (i) above, in addition, such Financial Statements (including any related footnotes) present fairly in all material respects the financial condition and results of operations of the Purchased Subsidiaries and their Subsidiaries as of the times and for the periods referred to therein in accordance with GAAP consistently applied throughout the periods referred to therein (subject, in the case of unaudited financial statements, to normal year-end audit adjustments, which will not be material in amount or effect, and the absence of footnotes and other presentation items). Seller is a holding company, the sole business of which is to own the Securities. The Securities, together with any cash held in bank or other similar accounts of Seller, comprise substantially all of the assets of SellerCompany.