Common use of Additional Financial Statements Clause in Contracts

Additional Financial Statements. The Company shall use its reasonable best efforts during the period between the date of this Agreement and the Closing Date to cause the Company’s auditors to complete (a) the audited balance sheet of the Company as of December 31, 2016; (b) the audited statement of operations, change in shareholders’ equity and cash flows of the Company for the twelve (12) months ended December 31, 2016; and (c) the reviewed statement of operations of the Company for the six (6) month period ending on December 31, 2016, and, if the Closing does not occur prior to March 31, 2017 other than due to a breach of this Agreement by Parent or any other failure or delay caused by Parent, the reviewed balance sheet of the Company and the reviewed statement of operations, change in shareholders’ equity and cash flows of the Company for any fiscal quarters completed during the period beginning on January 1, 2017 and ending as of the Closing Date (the “Additional Financial Statements”). In connection with the foregoing, the Company shall use its reasonable best efforts to ensure that the Additional Financial Statements shall: (a) be derived from and consistent with the books and records of the Company; (b) comply as to form in all material respects with applicable accounting requirements with respect thereto as of their respective dates; (c) be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other; (d) fairly present the financial condition of the Company at the dates therein indicated and for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate will be material in amount); (e) be true, correct and complete; and (f) shall be audited (for any financial statements as of or for the 12 months ended December 31) or be reviewed (for any financial statements not as of or for the 12 months ended December 31) by an auditor or firm of accountants qualified to act as auditors in the United States and any auditors’ report(s) required to be annexed thereto shall be unqualified. Notwithstanding the preceding sentence or any other provision of this Agreement to contrary, the Company makes no representation or warranty with respect to the Additional Financial Statements; provided, however, that no information or knowledge obtained in connection with the preparation of the Additional Financial Statements or otherwise shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein or in the Schedules or the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof, or restrict, impair or otherwise affect any Parent Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Additional Financial Statements. The If required by the Securities Act, so long as the out-of-pocket costs and expenses of the Company shall use its reasonable best efforts during in connection therewith are included in Reimbursable Costs, promptly upon request of Purchaser at any time prior to the period between earlier of the date Closing and termination of this Agreement and the Closing Date to cause the Company’s auditors to complete Agreement, (a) the audited Company shall request that KPMG LLP (“KPMG”), its independent accountants, prepare consolidated balance sheet sheets and statements of the Company as of December 31income, 2016; (b) the audited statement of operations, change in shareholders’ equity and cash flows of the Company for the twelve (12) months ended December 31, 2016; and (c) the reviewed statement results of operations of the Company for the six (6) month period ending on December 31, 2016, and, if the Closing does not occur prior to March 31, 2017 other than due to a breach of this Agreement by Parent or any other failure or delay caused by Parent, the reviewed balance sheet of the Company and the reviewed statement of operations, change in shareholders’ equity and cash flows of the Company for any fiscal quarters completed during the period beginning on January 1, 2017 and ending as of the Closing Date (the “Additional Financial Statements”) for the Company (and any and all documents and consents related thereto) which comply with Regulation S-X under the Securities Act, for inclusion in any registration statement or other public filing of Purchaser or any Affiliate of Purchaser under the Securities Act or the Exchange Act, and any other offering circular or document used by Purchaser or any Affiliate of Purchaser in any other offering of securities, whether public or private, (b) the Company shall use its commercially reasonable efforts to cause KPMG to cooperate with Purchaser in connection with the foregoing (including, without limitation, using commercially reasonable efforts to cause KPMG to deliver so-called “comfort letters,” written consents and representation letters relating to the foregoing). In connection with Without limiting the generality of the foregoing, the Company shall agrees that, upon reasonable notice from Purchaser at any time prior to the earlier of the Closing and termination of this Agreement, it will (y) consent to the use its reasonable best efforts to ensure that the of such Additional Financial Statements shall: in any such registration statement, document or circular and (az) be derived from execute and consistent deliver, and cause its officers to execute and deliver (if required), such “representation” letters as are customarily delivered in connection with audits and as KPMG and Purchaser’s independent accountants may reasonably request under the books circumstances. Purchaser shall indemnify and records of hold harmless the Company; (b) comply as to form in all material respects with applicable accounting requirements with respect thereto as of their respective dates; (c) be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other; (d) fairly present the financial condition of the Company at the dates therein indicated and for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate will be material in amount); (e) be true, correct and complete; and (f) shall be audited (for any financial statements as of or for the 12 months ended December 31) or be reviewed (for any financial statements not as of or for the 12 months ended December 31) by an auditor or firm of accountants qualified to act as auditors in the United States and any auditors’ report(s) required to be annexed thereto shall be unqualified. Notwithstanding the preceding sentence or any other provision of this Agreement to contrary, the Company makes no representation Subsidiaries and their respective officers, employees, representatives and advisors, including legal and accounting, from and against any and all losses, damages, claims, costs or warranty expenses suffered or incurred by any of them in connection with respect to the Additional Financial Statementscompliance with this Section 6.12 and any information utilized in connection therewith; provided, however, that no information or knowledge obtained in connection with the preparation of the Additional Financial Statements or otherwise foregoing shall affect or not be deemed to modify, amend or supplement limit any representation or warranty set forth herein or in the Schedules or the conditions rights to the obligations indemnification any of the parties hereto may have pursuant to consummate the Merger in accordance with the terms and provisions hereof, or restrict, impair or otherwise affect any Parent Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenantArticle IX herein.

Additional Financial Statements. The Seller and the Company shall use its commercially reasonable best efforts during the period between the date of this Agreement and the Closing Date to cause Deloitte LLP (as their independent accountants) to (i) complete the Company’s auditors to complete (a) the audited balance sheet audit of the Company as (A) balance sheets of each of FutureScripts and FutureScripts Secure at December 31, 2016; 2009 and (bB) the audited statement related statements of operations, change in shareholders’ equity earnings and cash flows of the Company each of FutureScripts and FutureScripts Secure for the twelve (12) months fiscal year ended December 31, 2016; 2009 and (cii) deliver an unqualified opinion with respect to such balance sheets and statements of earnings and cash flows (any such balance sheets, statements of earnings and cash flows and opinions, collectively, the reviewed statement “Audited Financial Statements”) and to deliver to the Purchaser as promptly as practicable, and in any event within three (3) Business Days of operations of receipt thereof the Audited Financial Statements. In the event that the Closing occurs on or after November 1, 2010, Seller and the Company for shall prepare and furnish to Purchaser the six (6) month period ending on December 31, 2016, and, if the Closing does not occur prior to March 31, 2017 other than due to a breach unaudited balance sheets and related statements of this Agreement by Parent or any other failure or delay caused by Parent, the reviewed balance sheet of the Company and the reviewed statement of operations, change in shareholders’ equity earnings and cash flows of each of FutureScripts and FutureScripts Secure for the Company for any fiscal quarters completed during the nine (9) month period beginning on January 1ended September 30, 2017 and ending as of the Closing Date 2010 (the “Additional Unaudited September 30, 2010 Financial Statements”). In connection with the foregoingParent, Seller and the Company shall use its commercially reasonable best efforts to ensure that prepare and furnish the Additional Financial Statements shall: (a) Purchaser with any other financial and other pertinent information regarding the Company as may be derived from reasonably requested by the Purchaser, including all financial statements and consistent with the books and records financial data, in each case of the Company; (b) comply as to form type required by Regulation S-X and Regulation S-K under the Securities Act or in all material respects with applicable accounting requirements with respect thereto as of their respective dates; (c) be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other; (d) fairly present the financial condition of the Company at the dates therein indicated and order for the periods therein specified (subject, Purchaser to comply with its financial reporting obligations as established by the SEC under the Exchange Act. Parent and Seller shall provide the Purchaser and its representatives with such cooperation and information as they shall reasonably request in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate will be material in amount); (e) be true, correct and complete; and (f) shall be audited (for any financial statements as of or order for the 12 months ended December 31) or be reviewed (for any financial statements not Purchaser to comply with its obligations as of or for established by the 12 months ended December 31) by an auditor or firm of accountants qualified to act as auditors in SEC under the United States Securities Act and any auditors’ report(s) required to be annexed thereto shall be unqualified. Notwithstanding the preceding sentence or any other provision of this Agreement to contrary, the Company makes no representation or warranty with respect to the Additional Financial Statements; provided, however, that no information or knowledge obtained in connection with the preparation of the Additional Financial Statements or otherwise shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein or in the Schedules or the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof, or restrict, impair or otherwise affect any Parent Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenantExchange Act.

Additional Financial Statements. The Company Sellers shall use its commercially reasonable best efforts during the period between the date of this Agreement and the Closing Date to cause the Company’s auditors KPMG (as their independent accountants) to complete (a) the audited balance sheet audit of the Company as of combined carve-out (A) balance sheets for the Business at December 31, 2016; 2007 and 2008, (bB) the audited statement related statements of operations, change in shareholders’ equity earnings and cash flows of the Company Business for the twelve (12) months fiscal years ended December 31, 2016; 2007 and 2008, and (cC) balance sheet for the Business at September 30, 2009, and (D) the reviewed statement related statements of operations earnings and cash flows of the Company Business for the six nine (69) month period ending on September 30, 2009 and (E) only if the Closing Date is February 12, 2010 or later, a balance sheet for the Business at December 31, 2016, and, if the Closing does not occur prior to March 31, 2017 other than due to a breach 2009 and related statements of this Agreement by Parent or any other failure or delay caused by Parent, the reviewed balance sheet of the Company and the reviewed statement of operations, change in shareholders’ equity earnings and cash flows of the Company Business for the fiscal year ended December 31, 2009 (any fiscal quarters completed during such balance sheets and statements of earnings and cash flows, collectively, the period beginning on January 1“Audited Financial Statements”) and to deliver to the Purchaser as promptly as practicable, 2017 and ending in any event within three (3) Business Days of receipt thereof the Audited Financial Statements. The Sellers shall use commercially reasonable efforts to prepare and furnish the Purchaser with any other financial and other pertinent information regarding the Business as may be reasonably requested by the Purchaser, including all financial statements (including, to the extent required, unaudited combined carve-out financial statements of the Business as of the Closing Date end of and for the nine (9) month period ended September 30, 2008, the “Additional Unaudited September 30, 2008 Financial Statements”). In connection with the foregoing) and financial data, the Company shall use its reasonable best efforts to ensure that the Additional Financial Statements shall: (a) be derived from and consistent with the books and records in each case of the Company; (b) comply as to form type required by Regulation S-X and Regulation S-K under the Securities Act or in all material respects with applicable accounting requirements with respect thereto as of their respective dates; (c) be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other; (d) fairly present the financial condition of the Company at the dates therein indicated and order for the periods therein specified (subject, in Purchaser to comply with its financial reporting obligations as established by the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in SEC under the aggregate will be material in amount); (e) be true, correct Exchange Act. The Sellers shall provide the Purchaser and complete; its representatives with such cooperation and (f) information as they shall be audited (for any financial statements as of or for the 12 months ended December 31) or be reviewed (for any financial statements not as of or for the 12 months ended December 31) by an auditor or firm of accountants qualified to act as auditors in the United States and any auditors’ report(s) required to be annexed thereto shall be unqualified. Notwithstanding the preceding sentence or any other provision of this Agreement to contrary, the Company makes no representation or warranty with respect to the Additional Financial Statements; provided, however, that no information or knowledge obtained reasonably request in connection with the preparation of the Additional Financial Statements or otherwise shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein or in the Schedules or the conditions to the Purchaser’s compliance with its obligations of the parties to consummate the Merger in accordance with the terms and provisions under Section 8.1(a) hereof, or restrict, impair or otherwise affect any Parent Indemnified Parties’ right in order for the Purchaser to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenantcomply with its obligations as established by the SEC under the Securities Act and the Exchange Act.

Additional Financial Statements. (a) The Company shall use its reasonable best efforts during the period between the date of this Agreement prepare and deliver, and the Closing Date Sellers shall use all reasonable efforts to cause the Company’s auditors Company to complete (a) prepare and deliver, to Micron, as soon as reasonably practicable and in no event later than April 15, 2010, the audited consolidated balance sheet of the Company as of December 31, 2016; (b) 2009, and the related audited statement consolidated statements of operations, change in cash flows and shareholders’ equity and cash flows of the Company for the twelve (12) months fiscal year ended December 31, 2016; 2009 (including the related notes and independent auditors reports thereon) (cthe “2009 Annual Financial Statements”). (b) The Company shall prepare and deliver, and the reviewed statement Sellers shall use all reasonable efforts to cause the Company to prepare and deliver, to Micron, (i) as soon as reasonably practicable and in no event later than forty-five (45) days following the end of operations each of the first, second and third fiscal quarters of the Company for following the six (6) month period ending on December 31, 2016, and, if the Closing does not occur prior to March 31, 2017 other than due to a breach date of this Agreement by Parent or any other failure or delay caused by ParentAgreement, the reviewed unaudited consolidated balance sheet of the Company as of the end of such fiscal quarter, and the reviewed related unaudited consolidated statements of operations and cash flows for such quarterly period (including the related notes) (the “2010 Quarterly Financial Statements”), provided, however, that if the Closing occurs on a date which is less than forty-five (45) days following the end of any fiscal quarter of the Company, the Company shall have no obligation to deliver to Micron prior to the Closing any 2010 Quarterly Financial Statements for such quarterly period that have not been completed prior to the Closing, but shall use all reasonable efforts until the Closing to proceed with the preparation of such 2010 Quarterly Financial Statements with a view to enabling the Company to finalize such 2010 Quarterly Financial Statements within forty-five (45) days after the end of such quarterly period in accordance with this Section 7.28, and (ii) as soon as reasonably practicable and in no event later than April 15, 2010, the unaudited consolidated balance sheet of the Company as of the end of each fiscal quarter ended on or after December 31, 2008 and on or prior to December 31, 2009, and the related unaudited consolidated statements of operations and cash flows for such quarterly period (including the related notes) (the “Prior Quarterly Financial Statements” and, together with the 2010 Quarterly Financial Statements, the “Quarterly Financial Statements”), provided, however, that if the Closing occurs prior to April 15, 2010, the Company shall have no obligation to deliver to Micron prior to the Closing any Prior Quarterly Financial Statements that have not been completed prior to the Closing, but shall use all reasonable efforts until the Closing to proceed with the preparation of such Prior Quarterly Financial Statements with a view to enabling the Company to finalize such Prior Quarterly Financial Statements by April 15, 2010 in accordance with this Section 7.28. (c) If the Closing has not occurred by August 16, 2▇▇▇, ▇▇▇▇▇▇, ▇▇ and Intel agree to consult with one another from time to time during the remainder of Micron’s 2010 fiscal year and shall jointly determine in good faith whether it is reasonably likely that the conditions to Closing (other than the conditions in Section 9.2(t)(iii)) would be satisfied during the period 4917039.19 from the date Micron expects to file its Annual Report on Form 10-K for the fiscal year ended August 31, 2010 through, and including, December 31, 2010. If Micron, ST and Intel determine in good faith that it is reasonably likely that such conditions to Closing would be satisfied in such period, and if based on the financial information available to it during the five (5) Business Day period following the end of its 2010 fiscal year Micron determines in good faith that if the Closing were to occur in such period it is reasonably likely that, absent the Waiver (defined below), Micron would be required to file with any form, report, registration statement, proxy statement or related document required to be filed by Micron with the SEC, any balance sheets or statements of operations, change in cash flows or shareholders’ equity and cash flows of the Company business comprised of the Intel Business and the ST Business (as such terms are defined in the Intel ATA and the ST ACA, respectively) for any fiscal quarters completed during period ending on or prior to the period beginning on January 1, 2017 and ending as of the Formation Closing Date (the “Additional Pre-Formation Financial Statements”), then promptly after such fifth (5th) Business Day Micron agrees to contact the SEC to determine whether and on what terms the SEC would be willing to grant a waiver (the “Waiver”) that would relieve Micron from any obligation to file with any form, report, registration statement, proxy statement or related document required to be filed by Micron with the SEC, any such Pre-Formation Financial Statements. If the SEC indicates that it is reasonably likely to grant a Waiver on terms that are reasonably acceptable to Micron, ST and Intel, then Micron shall use all reasonable efforts to obtain the Waiver from the SEC. The Company, ST and Intel shall, and each shall use all reasonable efforts to cause its independent accountants to, provide to Micron all cooperation reasonably requested by Micron in connection with seeking to obtain the Waiver, including using all reasonable efforts to furnish to Micron and its independent accountants with all then currently existing and reasonably available financial information of the Intel Business (in the case of Intel) and the ST Business (in the case of ST) for any period ending on or prior to the Formation Closing Date. In addition, if the SEC grants the Waiver, the Company, Micron and the Sellers shall use all reasonable efforts to comply with the terms and conditions of the Waiver. Notwithstanding the foregoing, if, at any time following an initial determination as to whether to seek the Waiver or following the granting of the Waiver, there has been a change in circumstances relating to the expected timing of the satisfaction of the conditions to Closing or with respect to Micron’s financial results for the 2010 fiscal year, Micron, ST and Intel will jointly re-consider in good faith whether obtaining the Waiver or proceeding under the Waiver would allow the Closing to occur earlier than December 31, 2010 and shall accordingly (A) if the Waiver has not yet been obtained, seek or withdraw such Waiver request, as applicable, and (B) if the Waiver has been obtained, and Micron, ST and Intel jointly determine that proceeding under the Waiver would not allow the Closing to occur earlier than December 31, 2010, suspend all efforts to comply with the terms and conditions thereof, unless the Waiver would prohibit such suspension. Nothing in this Agreement shall be construed to require Micron to delay the filing with the SEC of Micron’s Annual Report on Form 10-K for the fiscal year ended August 31, 2010 beyond the date on which Micron would otherwise be prepared to make such filing. Nothing in this Section 7.28, shall require the Company, ST or Intel shall be required to (i) create, prepare or locate any financial information for any period ending on or prior to the Formation Closing Date that does not currently exist or that is not reasonably available; (ii) make any representation or warranty as to the adequacy, accuracy or conformity with GAAP or the rules and regulations of the SEC of any such financial 4917039.19 information; or (iii) incur any liability with respect to any such financial information in connection with seeking the foregoingWaiver. (d) If the Closing has not occurred before December 31, 2010, the Company shall have no obligation to deliver to Micron prior to the Closing the financial statements at or for the year ended December 31, 2010 that have not been completed prior to the Closing, but shall use its all reasonable best efforts until the Closing to proceed with the preparation of a consolidated balance sheet of the Company as of December 31, 2010 and the related audited consolidated statements of operations, cash flows and shareholders’ equity for the fiscal year ended December 31, 2010 with a view to enabling the Company to finalize such financial statements by March 15, 2011. (e) The Company shall cause, and the Sellers shall use all reasonable efforts to ensure that cause the Additional Company to cause, each of the 2009 Annual Financial Statements shall: and Quarterly Financial Statements that are required to be delivered pursuant to this Section 7.28, (ai) to be derived prepared from and consistent with the books and records of the Company; Company and its Subsidiaries, (bii) comply as to form in all material respects with applicable accounting requirements with respect thereto as of their respective dates; (c) be prepared in accordance with GAAP applied on a consistent basis throughout during the periods indicated involved, and consistent with each other; (diii) to fairly present present, in all material respects, the financial condition position and results of the Company at the dates therein indicated operations, cash flows and for the periods therein specified shareholders’ equity (subject, in the case of unaudited interim period financial statementsthe Quarterly Financial Statements, to normal recurring year-end audit adjustmentsthe absence of a statement of shareholders’ equity) of the Company and its Subsidiaries on a consolidated basis, none as of which individually or in the aggregate will be material in amount); (e) be true, correct times and complete; and for the periods referred to therein. (f) The Company shall be audited cause, and the Sellers shall use all reasonable efforts to cause the Company to cause, (for any financial statements as of or for i) the 12 months ended December 31) or be reviewed (for any financial statements not as of or for the 12 months ended December 31) by an auditor or firm of accountants qualified to act as auditors in the United States and any auditors’ report(s) Quarterly Financial Statements required to be annexed thereto delivered hereunder to have been reviewed by the Company’s independent auditors (which shall be unqualifiedin accordance with Statement on Auditing Standards No. Notwithstanding 100), (ii) the preceding sentence 2009 Annual Financial Statements to be accompanied by an independent auditors report the form of which conforms with the applicable requirements of the Public Company Accounting Oversight Board (which need not include, for the avoidance of doubt, a report or any other provision audit of internal control over financial reporting), and (iii) each of the Quarterly Financial Statements and the 2009 Annual Financial Statements (collectively, the “Required Financial Statements”) to be prepared with such disclosures required by the applicable provisions of Regulation S-X of the SEC. The parties acknowledge and agree that for purposes of clauses (i), (ii) and (iii) of this Agreement to contrarySection 7.28(f), the applicable rules and regulations of the SEC, the applicable requirements of the Public Company makes no representation or warranty with respect Accounting Oversight Board and the applicable provisions of Regulations S-X of the SEC shall be deemed to refer to those requirements (the “Applicable Financial Statement Requirements”) applicable to the Additional Financial Statements; provided, however, that no financial statements and pro forma financial information or knowledge obtained of the Company and related disclosures required to be provided in connection with the preparation transactions contemplated by this Agreement, it being understood that the Company is not an issuer required to file periodic reports with the SEC pursuant to Section 13(a) or Section 15(d) of the Additional Exchange Act. The Company shall, and the Sellers shall use all reasonable efforts to cause the Company to, use all reasonable efforts to provide financial statements and supporting documentation that will permit the Company’s independent auditors to issue an unqualified report on the 2009 Annual Financial Statements Statements. 4917039.19 (g) Notwithstanding the foregoing, the Company and the Sellers shall have no Liability under Section 7.28(e) or otherwise shall affect Section 7.28(f) with respect to any Quarterly Financial Statement which is not included in any form, report, registration statement, proxy statement or related document required to be deemed to modifyfiled by Micron with the SEC, amend or supplement any representation or warranty set forth herein or in the Schedules or the conditions except to the obligations of the parties extent that any information included in or derived from any such Quarterly Financial Statement is required to consummate the Merger be included in accordance any form, report, registration statement, proxy statement or related document required to be filed by Micron with the terms and provisions hereof, or restrict, impair or otherwise affect any Parent Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenantSEC.

Additional Financial Statements. The Company shall use its reasonable best efforts during the period between the date of this Agreement and the Closing Date to cause the Company’s auditors to complete (a) Seller will prepare and engage Ernst & Young LLP, its independent accountants, to audit, all financial statements with respect to the audited balance sheet of the Company as of December 31, 2016; (b) the audited statement of operations, change in shareholders’ equity and cash flows of the Company Business for the twelve (12) months ended December 31, 2016; and (c) the reviewed statement of operations of the Company for the six (6) month period ending on December 31, 2016, and, if periods prior to the Closing does not occur prior that are required to March 31be filed by Buyer pursuant to the Securities Act or the Securities Exchange Act of 1934 (collectively, 2017 other than due to a breach of this Agreement by Parent or any other failure or delay caused by Parent, the reviewed balance sheet of the Company and the reviewed statement of operations, change in shareholders’ equity and cash flows of the Company for any fiscal quarters completed during the period beginning on January 1, 2017 and ending as of the Closing Date (the “Additional Financial Statements”). In , including the balance sheet of the Business as of December 31, 2002 and the related statements of income, shareholders’ equity, and cash flows as of and for the fiscal year ended December 31, 2002, that are required to be filed by Buyer in connection with its Form 8-K with respect to the foregoingtransactions contemplated by this Agreement (collectively, the Company “8-K Financial Statements”). Seller shall use take all actions necessary to enable its reasonable best efforts independent accountants to ensure that promptly complete the audit of the Additional Financial Statements shall: (aand will cause its independent accountants to deliver to Buyer its report on the 8-K Financial Statements, together with the consent of its independent accountants described in Section 5.5(b) with respect to the 8-K Financial Statements, within seventy days after the Closing Date. The Additional Financial Statements shall be derived prepared from and consistent with the books and records of the Company; (b) comply as to form in all material respects with applicable accounting requirements with respect thereto as of their respective dates; (c) be prepared Seller in accordance with GAAP applied on a consistent basis throughout and the periods indicated Rules and consistent with each other; Regulations of the SEC, including SEC Regulations S-K and S-X (d) regardless of whether such regulations apply), so as to fairly present the financial condition position, results of operations, and cash flows of the Company at the dates therein indicated and Business for the periods therein specified indicated. (subjectb) Seller agrees to provide audit representation letters as to the information provided by Seller to its independent accountants in connection with any audit of the Additional Financial Statements. The representation letters will be in such form and make the representations reasonably required by such independent accountants to enable them to issue a report acceptable to the SEC (notwithstanding that SEC review thereof may not be required). Seller consents, in the case of unaudited interim period financial statementsand covenants that its independent accountants will consent, to normal recurring yearthe inclusion of the Additional Financial Statements in any report, registration statement, private placement memorandum, information memorandum, offering memorandum, or other offering or disclosure document. Seller will also provide, at Buyer’s expense, comfort letters or similar documentation reasonably requested by the underwriters or placement agents in connection with any securities offering for which Additional Financial Statements are required. (c) Seller will cooperate with Buyer and its counsel and independent accountants (at Buyer’s sole cost and expense, except as provided in Section 5.5(d)) in connection with any filing to be made by Buyer with the SEC, including by providing Buyer with any information relating to the Business that Buyer may reasonably request. (d) The cost of any audit and the preparation of any of the 8-end audit adjustments, none of which individually or in the aggregate will be material in amount); (e) be true, correct and complete; and (f) K Financial Statements shall be audited (for any financial statements as paid by Seller. Upon the delivery to Buyer of or for the 12 months ended December 318-K Financial Statements together with the report on the 8-K Financial Statements and the consent of Seller’s independent accountants described in Section 5.5(b) or be reviewed (for any financial statements not as of or for the 12 months ended December 31) by an auditor or firm of accountants qualified to act as auditors in the United States and any auditors’ report(s) required to be annexed thereto shall be unqualified. Notwithstanding the preceding sentence or any other provision of this Agreement to contrary, the Company makes no representation or warranty with respect to the Additional 8-K Financial Statements, Buyer agrees to reimburse Seller for one-half of the fees charged to Seller by its independent accountants with respect to the 8-K Financial Statements; provided, however, that no information or knowledge obtained in connection with Buyer’s liability under this Section 5.5(d) shall not exceed $50,000. The cost of any audit and the preparation of the any Additional Financial Statements other than the 8-K Financial Statements shall be paid by Buyer. (e) If Seller fails to deliver the 8-K Financial Statements or otherwise shall affect or be deemed to modifycause its independent accountants to deliver their report on the 8-K Financial Statements to Buyer, amend or supplement any representation or warranty set forth herein or together with the consent of its independent accountants described in the Schedules or the conditions Section 5.5(b) with respect to the obligations 8-K Financial Statements, within seventy days after the Closing Date, the Purchase Price will be reduced by $1,000,000. (f) Seller will authorize and direct its independent accountants to respond to any inquiries from Buyer concerning their progress in auditing the 8-K Financial Statements and to provide Buyer with periodic estimates for the date of completion of the parties to consummate the Merger in accordance with the terms and provisions hereof, or restrict, impair or otherwise affect any Parent Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenant8-K Financial Statements.

Additional Financial Statements. The Company shall use its reasonable best efforts during Without intending to limit the period between the date generality of this Agreement and the Closing Date to cause the Company’s auditors to complete Section 5.2, Seller (ai) the audited balance sheet of the Company as of December 31, 2016; (b) the audited statement of operations, change in shareholders’ equity and cash flows of the Company for the twelve (12) months ended December 31, 2016; and (c) the reviewed statement of operations of the Company for the six (6) month period ending on December 31, 2016, and, if the Closing does not occur prior to March 31, 2017 other than due to a breach of this Agreement by Parent or any other failure or delay caused by Parent, the reviewed balance sheet of the Company and the reviewed statement of operations, change in shareholders’ equity and cash flows of the Company for any fiscal quarters completed during the period beginning on January 1, 2017 and ending as of the Closing Date (the “Additional Financial Statements”). In connection with the foregoing, the Company shall use its reasonable best efforts to ensure that the Additional Financial Statements shall: (a) be derived from and consistent with the books and records of the Company; (b) comply as to form in all material respects with applicable accounting requirements with respect thereto as of their respective dates; (c) be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other; (d) fairly present the supply financial condition of the Company at the dates therein indicated and statements for the periods therein specified Business (subjectand any and all documents and consents related thereto) which comply with Regulation S-X under the Securities Act of 1933, as amended, and the applicable published rules and regulations thereunder for inclusion in any registration statement or other public filing of IMI under the case Securities Act of unaudited interim period financial statements1933, to normal recurring year-end audit adjustmentsas amended, none and the Securities Exchange Act of which individually 1934, as amended, and the applicable published rules and regulations thereunder, and any other offering circular or document used by IMI in the aggregate will be material in amount); any other offering of securities, whether public or private, (e) be true, correct and complete; and (fii) shall be audited (for any financial statements as of or for the 12 months ended December 31) or be reviewed (for any financial statements not as of or for the 12 months ended December 31) by an auditor or firm of use its reasonable best efforts to cause Seller's independent accountants qualified to act as auditors in the United States and any auditors’ report(s) required to be annexed thereto shall be unqualified. Notwithstanding the preceding sentence or any other provision of this Agreement to contrary, the Company makes no representation or warranty cooperate with respect to the Additional Financial Statements; provided, however, that no information or knowledge obtained IMI in connection with the preparation foregoing (including, without limitation, using reasonable best efforts to cause such independent accountants to deliver so-called "comfort letters," written consents and representation letters relating to the foregoing), and (iii) shall engage its independent accountants to perform a quarterly review of the Additional Financial Statements or otherwise shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein or in Seller's financial statements for the Schedules or the conditions to the obligations first quarter of the parties to consummate the Merger fiscal 2000 in accordance with Statements on Auditing Standards No. 71; PROVIDED, HOWEVER, that Buyer shall reimburse Seller for its reasonable out-of-pocket expenses incurred in connection with its compliance with this Section 5.3; PROVIDED FURTHER that such reimbursement obligation shall not extend to any services that would ordinarily be provided by such accountants to Seller. The Seller shall complete and deliver its December 31, 1999 audited financial statements to the terms Buyer on or before April 15, 2000. Without limiting the generality of the foregoing, Seller agrees that it will (i) consent to the use of such audited financial statements in any such registration statement, document or circular and provisions hereof(ii) execute and deliver, or restrictand cause its officers to execute and deliver, impair or otherwise affect any Parent Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenantsuch "representation" letters as are customarily delivered in connection with audits and as Seller's and IMI's independent accountants may reasonably request under the circumstances.