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

Financial Statements; Absence of Undisclosed Liabilities. (i) The Company has previously delivered to Purchasers copies of (a) the consolidated balance sheet of the Company and the Company Subsidiaries at March 30, 1997 and March 29, 1998, and the related consolidated statements of operations, statements of shareholders' equity and cash flows for the fiscal years ended March 31, 1996, March 30, 1997 and March 29, 1998, inclusive, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended March 29, 1998, filed by the Company with the SEC under the Exchange Act, in each case accompanied by the audit report of Ernst & Young LLP, independent public accountants of the Company, and (b) the unaudited consolidated balance sheet of the Company and the Company Subsidiaries at June 28, 1998 and the related unaudited consolidated statement of operations, statements of shareholders' equity and cash flows for the three month period then ended. All of such financial statements fairly present the consolidated financial position of the Company and the Company Subsidiaries as of the dates shown and the results of the consolidated operations, statements of shareholders' equity and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, in each case subject, as to interim statements, to changes resulting from year-end adjustments (none of which will be material in amount and effect). All of such financial statements have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth in the notes thereto. The Company has provided to Purchasers the fiscal year 1999 budget (for the fiscal year ending March 31, 1999) of the Company which was prepared in good faith and was based upon assumptions which the Company believed were reasonable. Purchasers understand that the Company's actual results may vary from the budget and no assurances can be given that the Company will meet its projections. As of the date hereof, the Company is not aware of any facts or circumstances which would cause the Company not to attain the projections of aggregate sales and net income set forth in the 1999 budget.

Financial Statements; Absence of Undisclosed Liabilities. (a) The Business is not a separately reported unit of Seller. As a result, the financial statements prepared for the Business are not prepared as part of Seller’s normal reporting process. Section 5.03(a) of the Seller Disclosure Schedule sets forth (i) The Company has previously delivered the unaudited, combined pro forma (giving effect to Purchasers copies the Reorganization) statement of (a) the consolidated balance sheet assets and liabilities of the Company and the Company Subsidiaries Business at March 30December 31, 1997 and March 29, 1998, 2017 and the related consolidated statements unaudited, combined pro forma (giving effect to the Reorganization) statement of operations, statements earnings of shareholders' equity and cash flows the Business for the fiscal years year then ended and (ii) the unaudited, combined pro forma (giving effect to the Reorganization) statement of assets and liabilities of the Business at March 31, 1996, March 30, 1997 and March 29, 1998, inclusive, as reported in 2018 (the Company's Annual Report on Form 10-K for the fiscal year ended March 29, 1998, filed by the Company with the SEC under the Exchange Act, in each case accompanied by the audit report of Ernst & Young LLP, independent public accountants of the Company, and (b“Reference Balance Sheet”) the unaudited consolidated balance sheet of the Company and the Company Subsidiaries at June 28, 1998 and the related unaudited consolidated unaudited, pro forma (giving effect to the Reorganization) statement of operations, statements earnings of shareholders' equity and cash flows the Business for the three month (3)-month period then endedended (the balance sheets and statements referred to in clauses (i) and (ii) being herein collectively referred to as the “Financial Statements”), which in each case, have been compiled by management of the Seller from source documentation subject to the controls and procedures of Seller’s accounting systems. All The books, records and other financial reports of Seller relating to the operations of the Business used by Seller as source documentation for the Financial Statements are correct in all material respects and have been maintained in accordance with sound business practices. Except as set forth in Section 5.03(a) of the Seller Disclosure Schedules, the Financial Statements do not materially misstate and fairly present in all material respects the financial condition and results of operations of the Business at their respective dates and for the periods covered by such statements, subject to certain adjustments described therein and subject to the omission of footnotes, but do not reflect what the consolidated results of operations and financial positions would have been if the Business had been operated independently of the Retained Business during the periods presented. Seller maintains a system of internal accounting controls designed to provide reasonable assurances regarding the reliability of financial reporting, including that (A) transactions are executed in accordance with management’s general or specific authorizations, (B) transactions are recorded as necessary to permit materially correct preparation of their combined financial statements fairly present the consolidated financial position of the Company and the Company Subsidiaries as of the dates shown and the results of the consolidated operations, statements of shareholders' equity and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, in each case subject, as to interim statements, to changes resulting from year-end adjustments (none of which will be material in amount and effect). All of such financial statements have been prepared in accordance with GAAP consistently applied during the periods involvedapplied, except as otherwise set forth and to maintain reasonably accurate accountability for their assets, and (C) access to assets is permitted only in the notes thereto. The Company has provided to Purchasers the fiscal year 1999 budget (for the fiscal year ending March 31, 1999) of the Company which was prepared in good faith and was based upon assumptions which the Company believed were reasonable. Purchasers understand that the Company's actual results may vary from the budget and no assurances can be given that the Company will meet its projections. As of the date hereof, the Company is not aware of any facts accordance with management’s general or circumstances which would cause the Company not to attain the projections of aggregate sales and net income set forth in the 1999 budgetspecific authorization.

Financial Statements; Absence of Undisclosed Liabilities. (a) Section 3.6(a) of the Disclosure Letter sets forth true and complete copies of (i) The Company has previously delivered to Purchasers copies of (a) the consolidated unaudited balance sheet of the Company Business as of December 31, 2021 (the “Statement Date” and such balance sheet, the “Balance Sheet”) and the Company Subsidiaries at March 30, 1997 and March 29, 1998, and unaudited statement of income of the related consolidated statements of operations, statements of shareholders' equity and cash flows Business for the fiscal years 12-month period ended March 31, 1996, March 30, 1997 and March 29, 1998, inclusive, as reported in on the Company's Annual Report on Form 10-K for the fiscal year ended March 29, 1998, filed by the Company with the SEC under the Exchange Act, in each case accompanied by the audit report of Ernst & Young LLP, independent public accountants of the CompanyStatement Date, and (bii) the unaudited consolidated balance sheet of the Company Business as of December 31, 2020 and the Company Subsidiaries at June 28, 1998 and the related unaudited consolidated statement of operations, statements income of shareholders' equity and cash flows the Business for the three 12-month period then ended. All of such ended (the financial statements fairly present described in the consolidated financial position of preceding clauses (i) and (ii) being referred to as the Company and the Company Subsidiaries as of the dates shown and the results of the consolidated operations, statements of shareholders' equity and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, in each case subject, as to interim statements, to changes resulting from year-end adjustments (none of which will be material in amount and effect“Financial Statements”). All of such financial statements The Financial Statements have been prepared in accordance with GAAP the Accounting Principles, consistently applied during throughout the periods involvedpresented, and fairly present in all material respects, the combined financial position and combined results of operations of the Business as of the respective dates or for the respective time periods set forth therein, except as otherwise set forth (i) for the absence of footnotes and (ii) in the notes thereto. The Company has provided to Purchasers case of the fiscal year 1999 budget (Financial Statements as of the Statement Date and for the fiscal year ending March 3112-month period ended on the Statement Date, 1999for normal and recurring year-end adjustments that are not, individually or in the aggregate, material in amount or nature. This Section 3.6(a) is qualified by the fact that the Business has not operated as a separate “stand alone” entity within Parent. As a result, the Business has been allocated certain charges and credits for purposes of the Company which was prepared in good faith and was based upon assumptions which the Company believed were reasonable. Purchasers understand that the Company's actual results may vary from the budget and no assurances can be given that the Company will meet its projections. As preparation of the date hereof, Financial Statements. Such allocations of charges and credits do not necessarily reflect the Company is not aware of any facts amounts that would have resulted from arms-length transactions or circumstances which the actual costs that would cause be incurred if the Company not to attain the projections of aggregate sales and net income set forth in the 1999 budgetBusiness operated as an independent enterprise.