Common use of Financial Statements; Books and Records Clause in Contracts

Financial Statements; Books and Records. (a) Nutmeg has previously delivered to NewMil true, correct and complete copies of (a) the balance sheets of Nutmeg as of December 31 for the years 1997, 1998, and 1999 and the related statements of income, changes in stockholders equity and cash flows for the years 1996 through 1999, inclusive, in each case accompanied by the audit report of Xxxxxx and Monde, independent public accountants with respect to Nutmeg, and (b) the unaudited balance sheets of Nutmeg as of March 31, 2000 and the related comparative unaudited statements of income, changes in stockholders equity and cash flows for the three month periods ended March 31, 1999 and 2000. The financial statements referred to in this Section 3.6(a) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial condition of Nutmeg for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") during the periods involved, except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The books and records of Nutmeg have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements; Books and Records. (a) Nutmeg has previously delivered to NewMil true, correct Attached hereto as Section 4.06(a) of the Disclosure Schedules are true and complete copies of of: (ai) the audited balance sheets of Nutmeg the Company as of PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED, MARKED WITH “[*]” AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION VERSION December 31 for the years 199731, 19982012 and December 31, and 1999 2013, and the related statements of income, changes in stockholders shareholders’ equity and cash flows for the fiscal years 1996 through 1999then ended, inclusive, in each case accompanied by together with the notes thereto and the audit report thereon of Xxxxxx and MondeXxxxxxx LLP, independent certified public accountants with respect to Nutmeg, accountants; and (bii) the unaudited balance sheets sheet of Nutmeg the Company (the “Interim Balance Sheet”) as of March 31September 30, 2000 2014 (the “Interim Balance Sheet Date”), and the related comparative unaudited statements of income, changes in stockholders shareholders’ equity and cash flows flow for the three month periods nine (9) months then ended March 31(collectively, 1999 and 2000the “Financial Statements”). The financial statements All Financial Statements referred to in this Section 3.6(a) (4.06(a), including the related notesnotes thereto, where applicable) have been prepared in accordance with GAAP from the books and records of the Company and fairly present, and accurately present the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case position of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial condition of Nutmeg for the respective fiscal periods or Company as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, thereof and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations results of the OTS Company’s income, cash flows and FDIC with respect thereto; and each changes in shareholders’ equity for the periods then ended. The Company has also delivered to Purchaser copies of such statements (including all letters from the related notes, where applicable) has been, and Company’s auditors to the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") Company’s Board of Directors or the audit committee thereof during the periods involvedthirty-six (36) months preceding the execution of this Agreement, except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete together with copies of such reports. The books and records of Nutmeg have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsresponses thereto.

Financial Statements; Books and Records. (aIncluded in the Disclosure Schedule to this Section 6.2(a) Nutmeg has previously delivered to NewMil true, are true and correct and complete copies of (ai) the audited consolidated balance sheets of Nutmeg as of for LLC and the Subsidiaries at December 31 for the years 199731, 1998, and 1999 and the related statements statement of income, changes in stockholders equity profit and loss and cash flows for the years 1996 through 1999one-year period then ended, inclusive, in each case accompanied by the audit report of Xxxxxx and Monde, independent public accountants with respect to Nutmeg, and (bii) the unaudited consolidated balance sheets of Nutmeg as of sheet for LLC and the Subsidiaries at March 31, 2000 and the related comparative unaudited statement of profit and loss for the three-month period then ended and (iii) when delivered pursuant hereto, financial statements of incomethe kind and character prepared in conjunction with the Credit Agreement, changes in stockholders equity copies of all financial statements delivered to LLC Parties' Board of Managers, and electronic copies of all general ledger records commonly referred to as "QuickBooks" (collectively, the "LLC Financial Statements"). The LLC Financial Statements fairly present the financial position of LLC and the Subsidiaries as of the dates thereof and the results of LLC's and the Subsidiaries' operations and cash flows for the three month periods ended March 31then ended, 1999 and 2000. The financial statements referred in accordance with GAAP, except for the variances from GAAP set forth in the notes to in this Section 3.6(a) (including the related notesLLC Financial Statements, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statementsLLC Financial Statements listed in items (ii) and (iii) of the immediately-preceding paragraph, to normal recurring audit period-end adjustments normal and absence of notes and a statement of cash flows in nature and amount)each case that, if presented, would not differ materially from those included in the results of the operations and financial condition of Nutmeg statements for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notesyear ended December 31, where applicable) comply, 1999 and the financial statements referred to data set forth in Section 6.8 hereof will comply, with applicable accounting requirements the LLC Financial Statements listed in items (ii) and with the published rules and regulations (iii). Each of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") during the periods involved, except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The Company's books and records of Nutmeg have been(including without limitation, all financial records, business records, minute books, ownership transfer records, customers lists, referral source lists and records pertaining to services or products delivered to customers) (i) are being, maintained complete and correct in all material respects in accordance with GAAP and any other applicable legal all transactions to which such Company is or has been a party are accurately reflected therein and accounting requirements(ii) form an adequate basis for the such Company Financial Statements.

Financial Statements; Books and Records. (ai) Nutmeg has previously delivered to NewMil true, correct and complete copies §4(g) of the Disclosure Schedule sets forth the following financial statements (acollectively the “Financial Statements”): (i) the audited consolidated balance sheets of Nutmeg as of December 31 for the years 1997, 1998, and 1999 and the related statements of income, changes in stockholders equity stockholders’ equity, and cash flows flow as of and for the years 1996 through 1999fiscal year ended June 30, inclusive2007 (the “Most Recent Fiscal Year End”) and the six-month period ended June 30, in each case accompanied by the audit report of Xxxxxx 2006 for Parent and Monde, independent public accountants with respect to Nutmeg, and its Subsidiaries; (bii) the unaudited consolidated balance sheets of Nutmeg as of March 31, 2000 and the related comparative unaudited statements of income, changes in stockholders equity stockholders’ equity, and cash flows flow as of and for the three three-month periods ending September 30, 2007 (the “Most Recent Fiscal Month End”), for Parent and its Subsidiaries, and (iii) unaudited consolidated balance sheets and statements of income as of and for the fiscal year ended March 31June 30, 1999 2007 for HOST and 2000its Subsidiaries (the “HOST Financial Statements”). The financial statements referred to in this Section 3.6(a) Financial Statements (including the related notes, where applicablenotes thereto) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial condition of Nutmeg for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, have been prepared in accordance with generally accepted accounting principles ("GAAP") during GAAP throughout the periods involvedcovered thereby and present fairly the financial condition of HOST and its Subsidiaries on a stand alone basis as of such dates and the results of operations of HOST and its Subsidiaries for such periods; provided, except in each case as indicated in such statements or in however, that (i) the notes thereto. The annual reports Financial Statements for the Most Recent Fiscal Month End are subject to quarterly closing adjustments related to Triple Crown Media LLC and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleadingParent and impairment charges dictated by GAAP, and Nutmeg has previously delivered or made available to NewMil true(ii) the HOST Financial Statements lack any cost allocations from Parent for corporate overhead, correct including among other, accounting, human resource and complete copies of such reports. The books IT costs, lack footnotes and records of Nutmeg have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementspresentation items.

Financial Statements; Books and Records. (a) Nutmeg Seller has previously delivered to NewMil true, correct and complete Purchaser copies of (a) the balance sheets all available unaudited financial statements, books, and records of Nutmeg as of December 31 Company for the years 1997fiscal periods ended February 28, 19981994, February 28, 1995 and February 29, 1996, and 1999 and for the related statements six month period ended August 31, 1996 ("Unaudited Company Financial Statements"). Seller has also delivered an audited statement of incomeoperations, changes in stockholders statement of stockholders' equity and statement of cash flows for the years 1996 through 1999fiscal year ended February 29, inclusive, in each case accompanied by the audit report of Xxxxxx and Monde, independent public accountants with respect to Nutmeg1996, and (b) for the unaudited ten months ended December 31, 1996, and Company's audited consolidated balance sheet at December 31, 1996. The audited balance sheets of Nutmeg Company are hereinafter referred to as of March 31, 2000 the "Company Balance Sheet," and the related comparative unaudited statements of income, changes in stockholders equity and cash flows for the three month periods ended March 31, 1999 and 2000. The all such audited financial statements are hereinafter referred to in this Section 3.6(a) (including collectively as the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case "Company Financial Statements." As of the unaudited statements, to recurring audit adjustments normal in nature and amount)Closing, the results of the operations and financial condition of Nutmeg for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof Company Financial Statements will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved, and fairly present, or will present the financial position of Company and the results of its operations as of the date and for the periods indicated thereon. At the date of the Company Balance Sheet (the "Company Balance Sheet Date") and as of the Closing Date, Company will have no liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise) not reflected on the Company Balance Sheet or the accompanying notes thereto except in each case as indicated in such statements or for liabilities incurred in the notes theretoordinary course of business since the date of said balance sheet which are usual and normal in amount. The annual reports reserves reflected in the Company Financial Statements for incurred but not yet reported claims ("IBNR") make sufficient provision for such liabilities and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The books and records of Nutmeg have been, and are being, maintained in all material respects been established in accordance with GAAP and any other applicable legal and accounting requirementsconsistently applied.

Financial Statements; Books and Records. (a) Nutmeg has previously delivered to NewMil true, correct Included in the Sellers' Disclosure Schedule are complete and complete accurate copies of (ai) the audited balance sheets of Nutmeg as of December 31 for the years 1997Company at December 31, 19982002, 2001 and 1999 2000 and the related statements of income, changes in stockholders the Shareholders' equity and cash flows for the years 1996 through 1999, inclusive, in each case accompanied by one-year periods then ended (the audit report of Xxxxxx and Monde, independent public accountants with respect to Nutmeg"COMPANY ANNUAL FINANCIAL STATEMENTS"), and (bii) the unaudited balance sheets of Nutmeg as of March sheet for the Company at May 31, 2000 2003 and the related comparative unaudited statements of income, changes in stockholders the Shareholders' equity and cash flows for the three five-month periods period then ended March 31(the "COMPANY INTERIM FINANCIAL STATEMENTS" and, 1999 and 2000together with the Company Annual Financial Statements, the "COMPANY FINANCIAL STATEMENTS"). The Company Financial Statements are accurate in all material respects and present fairly, in all material respects, the financial statements referred to in this Section 3.6(a) (including position of the related notes, where applicable) fairly presentCompany as of the dates thereof, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case results of operations and cash flows of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial condition of Nutmeg Company for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, covered thereby. The Company Annual Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") during GAAP consistently applied, but subject to the periods involved, except methodologies and criteria utilized by the Company in each case the past as indicated in such statements or set forth in the notes theretoto the Company Financial Statements or on the Sellers' Disclosure Schedule. The annual reports Company Interim Financial Statements are accurate and quarterly reports that Nutmeg has sent were prepared using the same methodologies, assumptions and accounting practices as were used in preparing the Company Annual Financial Statements, except to shareholders since December 31, 1997 do not contain any untrue statement of a material fact the extent noted in the Company Interim Financial Statements or omit to state a material fact necessary in order to make on the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reportsSellers' Disclosure Schedule. The Company's books and records of Nutmeg have beenbeen maintained in the Company's usual, regular and ordinary manner and are being, maintained complete and accurate in all material respects in accordance with GAAP respects, and any other applicable legal and accounting requirementsall material transactions to which the Company has been a party are properly reflected therein.

Financial Statements; Books and Records. (ai) Nutmeg has previously delivered to NewMil true, correct and complete Schedule 3.1(f)(i) contains copies of (ai) the unaudited consolidated balance sheets of Nutmeg the Acquired Business as of December 31 for 31, 2015 and December 31, 2016 (the years 1997, 1998, and 1999 “Balance Sheet Date”) and the related unaudited consolidated statements of incomeprofit and loss of the Acquired Business for years then- ended, changes in stockholders equity and cash flows for the years 1996 through 1999, inclusive, in each case accompanied by the audit report of Xxxxxx and Monde, independent public accountants with respect to Nutmeg, and (bii) the unaudited balance sheets sheet of Nutmeg the Acquired Company as of March December 31, 2000 2015 and the Balance Sheet Date, and the related comparative unaudited statements of income, changes in stockholders equity profit and cash flows loss of the Acquired Company for the three years then-ended, (iii) the unaudited consolidated balance sheet of the Acquired Business as of September 30, 2017 and the related unaudited consolidated statement of profit and loss for the nine (9) month periods period then-ended March 31(September 30, 1999 2017 being the “Reference Date”), and 2000. The (iv) the unaudited balance sheet of the Acquired Company as of the Reference Date and the related unaudited statement of profit and loss for the nine (9) month period then-ended (such financial statements referred to in this Section 3.6(a) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amountforegoing clauses (i) through (iv), the results of “Financial Statements”). (ii) Except expressly as set forth in Schedule 3.1(f)(ii), the operations and financial condition of Nutmeg for Financial Statements have been prepared from the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") during the periods involved, except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The books and records of Nutmeg have beenthe Acquired Business and the Acquired Company, as applicable, and are being, maintained in conformity with GAAP (as modified by the Accounting Principles) applied on a consistent basis throughout the periods indicated therein. The Financial Statements fairly and accurately present in all material respects the financial condition and results of operations of the Acquired Business and the Acquired Company on a consolidated basis as of their respective dates and for the respective periods covered thereby. Parent, Vectron, the Equity Seller, the Acquired Company and the Asset Sellers have in accordance with GAAP place systems and processes that are designed and adequate to (x) provide reasonable assurances regarding the reliability of the Financial Statements and (y) in a timely manner, accumulate and communicate to the Acquired Business’s and the Acquired Company’s principal executive officers and principal financial officers the type of information that is required to be disclosed in the Financial Statements. None of Parent, Vectron, the Equity Seller, any other applicable legal Asset Seller or the Acquired Company nor, to Vectron’s knowledge, any employee, auditor, accountant or representative of any of the foregoing, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the inadequacy of such systems and accounting requirements.processes or the accuracy or integrity of the Financial Statements. (iii) Except (A) as expressly set forth in Schedule 3.1(f)(iii), (B) to the extent expressly set forth in the Financial Statements, (C) for Liabilities incurred in the ordinary course of business since the Reference Date and (D) for performance obligations under Contracts entered into in the ordinary course of business, the Acquired Business (excluding, for the avoidance of doubt, the Excluded Liabilities) does not have, and the Assumed Liabilities do not include,

Financial Statements; Books and Records. (a) Nutmeg has previously delivered Attached to NewMil Schedule 5.4 are true, correct correct, and complete copies of of: (ai) the balance sheets sheet of Nutmeg the Company as of December 31 for 31, 2020 (the years 1997“Most Recent Fiscal Year End”) and December 31, 19982019, and 1999 and the related statements of income and comprehensive income, changes in stockholders equity stockholders’ equity, and cash flows for the fiscal years 1996 through 1999then ended (collectively, inclusivethe “Annual Financial Statements”); and (ii) the balance sheet of the Company as of June 30, in each case accompanied by 2021, (the audit report of Xxxxxx and Monde, independent public accountants with respect to Nutmeg“Latest Balance Sheet Date”, and (bsuch balance sheet, the “Latest Balance Sheet”) the unaudited balance sheets of Nutmeg as of March 31, 2000 and the related comparative unaudited statements of income and comprehensive income, changes in stockholders equity stockholders’ equity, and cash flows for the three six-month periods period ended March 31June 30, 1999 and 20002021 (collectively, the “Interim Financial Statements”). The financial statements Annual Financial Statements and the Interim Financial Statements are herein collectively referred to as the “Financial Statements”. Each of the Financial Statements was prepared on the basis of and in this Section 3.6(a) (including accordance with the related notes, where applicable) fairly presentbooks and records of the Company kept in the Ordinary Course, and fairly presents in all material respects the financial statements referred to condition of the Company as of its respective date and the results of operations and cash flows of the Company for the periods related thereto, in Section 6.8 hereof will fairly present (subjecteach case using the same accounting methods, policies, practices, and procedures, with consistent classifications, judgments, and estimation methodology, as were used in the preparation of the Annual Financial Statements for the Most Recent Fiscal Year End, except in the case of the unaudited statementsInterim Financial Statements for the absence of footnote disclosures and year-end adjustments, to recurring audit adjustments normal none of which would be material, individually or in nature and amount), the results aggregate. The accounting practices of the operations and financial condition of Nutmeg Company have been consistently applied for all periods represented by the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, Most Recent Fiscal Year End and the financial statements referred to Interim Financial Statements which, as modified in Section 6.8 hereof will complyconsultation with Buyer, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared are in accordance with generally accepted accounting principles ("GAAP") during the periods involved, except in each case as indicated in such statements or in the notes theretoprinciples. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light accounting practices of the circumstances under which they were made, not misleading, Company for year 2019 and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of earlier have been consistently applied for all such reportsperiods. The Company’s books and records are complete and correct and accurately reflect all of Nutmeg have beenthe assets, Liabilities, transactions, and are beingresults of operations of the Business, maintained and the Financial Statements have been prepared and presented based upon and in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsconformity therewith.

Financial Statements; Books and Records. (a) Nutmeg has previously delivered to NewMil Attached at Section 3.6 of the VBI Disclosure Schedule are true, correct and complete copies of (ai) the consolidated balance sheets of Nutmeg VBI and its Subsidiaries as of December 31 for the fiscal years 1997, 1998, 2005 and 1999 2004 and the related consolidated statements of income, changes in stockholders stockholders’ equity and cash flows for the fiscal years 1996 through 19992005, 2004 and 2003, inclusive, in each case accompanied by the audit report of Xxxxxx and MondeDalby, Wxxxxxxx & Co., P.C. or Pxxxx-Xxxxx LLP, as applicable, independent public accountants with respect to NutmegVBI, and (bii) the unaudited balance sheets interim financial statements of Nutmeg VBI as of March 31, 2000 and the related comparative unaudited statements of income, changes in stockholders equity and cash flows for the three month periods period ended March 31, 1999 and 20002006, all of which were previously included in the SEC Reports. The financial statements referred to in this Section 3.6(a3.6 and the financial statements included (or incorporated by reference) in the SEC Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of VBI and its Subsidiaries; (ii) fairly present, and the financial statements referred to in Section 6.8 6.6 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amountamount and the absence of footnotes), the consolidated results of the operations operations, cash flows, changes in shareholders’ equity, comprehensive income and consolidated financial condition position of Nutmeg VBI and its Subsidiaries for the respective fiscal periods or and as of the respective dates therein set forth; each , (iii) complied as to form, as of such statements (including their respective dates of filing with the related notesSEC, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, all material respects with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC SEC with respect thereto; and each of such statements , and, (including the related notes, where applicableiv) has have been, and the financial statements referred to in Section 6.8 6.6 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involvedinvolved (“GAAP”), except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The books and records of Nutmeg VBI have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsrequirements and reflect only actual transactions.

Financial Statements; Books and Records. (a) Nutmeg has previously delivered to NewMil Attached at Section 3.6 of the Herkimer Disclosure Schedule are true, correct and complete copies of (ai) the consolidated balance sheets of Nutmeg Herkimer and its Subsidiaries as of December 31 for the fiscal years 1997, 1998, 2001 and 1999 2000 and the related consolidated statements of income, changes in stockholders stockholders' equity and cash flows for the fiscal years 1996 through 19992000 and 2001, inclusive, in each case accompanied by the audit report of Xxxxxx and MondeKPMG LLP, independent public accountants with respect to NutmegHerkimer, (ii) the interim financial statements of Herkimer as of and for the periods ended March 31, 2002 and June 30, 2002 and (biii) the unaudited balance sheets call reports of Nutmeg Herkimer Bank as of December 31, 2001 and as of March 31, 2000 2002 and the related comparative unaudited statements of incomeJune 30, changes in stockholders equity and cash flows for the three month periods ended March 31, 1999 and 20002002. The financial statements referred to in this Section 3.6(a) 3.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 6.6 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of Nutmeg Herkimer and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 6.6 hereof will be, prepared in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP") during the periods involved), except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The books and records of Nutmeg Herkimer and Herkimer Bank have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Also attached at Section 3.6 of the Herkimer Disclosure Schedule is a list of all assets held by Herkimer on an unconsolidated basis, other than the stock of Herkimer Bank.

Financial Statements; Books and Records. (a) Nutmeg has previously Sellers have delivered to NewMil true, correct GE true and complete copies of (ai) the audited Financial Statements of Cadillac Pacific (for calendar years 1996, 1997, and 1998) and CP Limited (for calendar years 1996, 1997, 1998 and 1999), each certified by the independent certified public accountants of the issuing company, whose reports thereon are included therein, (ii) the unaudited income statements and balance sheets of Nutmeg as CPG and each of December 31 the Stock Companies (excluding Cadillac Pacific and CP Limited) for the years 1997year ending December 31, 1998, (iii) the unaudited income statements and 1999 balance sheets of CPG and each of the related statements of income, changes in stockholders equity and cash flows Stock Companies for the years 1996 through 1999year ending December 31, inclusive1999 (the "1999 Financial Statements"), in each case accompanied by the audit report of Xxxxxx and Monde, independent public accountants with respect to Nutmeg, and (biv) the unaudited balance sheets sheet of Nutmeg the Business as at February 29, 1999 (the "February Balance Sheet") and (v) the unaudited balance sheet of the Business, dated as of March 31November 30, 2000 and 1999, hereinafter referred to as the related comparative unaudited statements of income, changes in stockholders equity and cash flows for the three month periods ended March 31"November Balance Sheet," November 30, 1999 and 2000. The financial statements being hereinafter referred to as the "Balance Sheet Date." A copy of the 44 November Balance Sheet is attached hereto as Annex B, and copies of the items listed in this Section 3.6(aclauses (i), (ii), (iii) and (including iv) above are attached hereto as Annex C. Except as set forth in Part 2(d) of the related notesDisclosure Schedule, where applicablethe November Balance Sheet and all of the items listed in clauses (i), (ii), (iii) and (iv) above have been prepared from the books and records of the Cadillac Companies and fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount)all material respects, the assets, liabilities, results of the operations and financial condition of Nutmeg for the respective fiscal periods Cadillac Company or as of Cadillac Companies covered thereby at the respective dates thereof and for the periods therein set forth; each of such statements (including the related notesreferred to, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared all in accordance with generally accepted Applicable GAAP, consistent with past practice and the accounting principles and procedures described in Part ("GAAP"A) during of Exhibit C to the periods involvedAgreement, except in each case as indicated in such that (x) the unaudited income statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 balance sheets do not contain any untrue statement notes and are subject to normal recurring year-end audit adjustments, and (y) the November Balance Sheet also reflects the pro forma adjustments described in Part (B) of a material fact or omit Exhibit C to state a material fact necessary the Agreement. All accounts reflected in order to make the statements made, November Balance Sheet and the 1999 Financial Statements arose in light the ordinary course of business of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reportsBusiness. The reserves reflected in the November Balance Sheet and the 1999 Financial Statements (not including any reserves for inventory obsolescence, damage or aging, or any reserves for collectability of accounts receivable) are adequate, appropriate and reasonable. The financial books and records of Nutmeg have beenthe Business are complete and accurate, and are being, maintained in all material respects respects, and fully and accurately reflect the current business activity of the Business in accordance with GAAP Applicable GAAP, consistent with past practice and any other applicable legal the accounting principles and accounting requirementsprocedures described in Part (A) of Exhibit C to the Agreement.

Financial Statements; Books and Records. (a) Nutmeg has The Sellers have previously delivered to NewMil truethe Purchaser the financial statements listed on Schedule 4.9 hereto (collectively the “Financial Statements”), correct and complete copies of which include, without limitation : (ai) the balance sheets sheet (the “9/30 Balance Sheet”) of Nutmeg as of December 31 the Spinwell Entities for the years 1997period ending of September 30, 1998, and 1999 and 2005 (the related “9/30 Balance Sheet Date”); (ii) the audited statements of incomeincome and expenses, changes in stockholders equity membership capitalization and cash flows flow for the three fiscal years 1996 through 1999then ended (with the first such year being less than a full calendar year); (iii) the compiled balance sheet of the Spinwell Entities as of September 30, inclusive2004 and the compiled statements of income and the expenses, changes in each case accompanied by membership capitalization and cash flow for the audit report of Xxxxxx and Mondetwelve (12) months then ended. The Financial Statements have been prepared in accordance with GAAP, independent public accountants (except for, with respect to Nutmeg, and (b) the unaudited balance sheets of Nutmeg as of March 31, 2000 and the related comparative unaudited statements of income, changes in stockholders equity and cash flows for the three month periods ended March 31, 1999 and 2000. The financial statements referred to in this Section 3.6(a) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature footnotes and amount), other disclosures which are by practice omitted ) applied on a consistent basis and were prepared from the results of the operations and financial condition of Nutmeg for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") during the periods involved, except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The books and records of Nutmeg have beenthe Spinwell Entities, and books and records of the Spinwell Entitles are being, maintained complete and correct in all material respects respects, accurately reflect all transactions of any of the Spinwell Entities, and have been made available to Purchaser for examination . The Financial Statements fairly present the financial position of the Spinwell Entities as of the dates thereof and the results of its operations for the periods ended on the dates thereof. Since the 9/30 Balance Sheet Date: (i) there has been no material change in accordance with GAAP the assets, liabilities or financial condition of the business of the Company or Spinwell (the “Business”) other than in the ordinary course of business; and (ii) none of the business, prospects, financial condition, operations, property or affairs of the Company or Spinwell have been materially adversely affected by any other applicable legal and accounting requirementsoccurrence or development, individually or in the aggregate, whether or not insured against. The 9/30 Balance Sheet reflects, as of the 9/30 Balance Sheet Date, all liabilities of Spinwell, to the extent such items are required to be reflected on the 9/30 Balance Sheet under GAAP.

Financial Statements; Books and Records. (a) Nutmeg has previously delivered to NewMil true, correct and complete copies of (a) Attached hereto as SCHEDULE 6.5 are the audited consolidated balance sheets of Nutmeg the Company and its Subsidiaries as of December 31 for 31, 1996 and 1995 and the years 1997unaudited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 19981997 and December 31, and 1999 1998 (the December 31, 1998 balance sheet being referred to herein as the "Latest Balance Sheet"), and the related audited consolidated statements of incomeincome and cash flows for each of the years ended December 31, changes in stockholders equity 1996 and 1995 and the unaudited consolidated statements of income and cash flows for the years 1996 through 1999ended December 31, inclusive1997 and December 31, 1998. Such financial statements (including the notes thereto, if any) were prepared in each case accompanied by accordance with GAAP, are accurate and complete in all material respects, are in accordance with the audit report books and records of Xxxxxx and Monde, independent public accountants with respect to Nutmegthe Company, and in the case of unaudited statements, subject to changes resulting from normal year end adjustments (b) none of which would, alone or in the unaudited aggregate, be materially adverse to the Company's and its Subsidiaries' financial condition). All the books, records and accounts of the Company and its Subsidiaries are in all material respects true and complete, are maintained in accordance with good business practice and all laws applicable to its business, and accurately present and reflect in all material respects all of the transactions therein described. The Company has previously delivered to the Purchaser true, correct and complete texts of all of the minutes relating to meetings of the stockholders, board of directors and committees of the board of directors of the Company and each Subsidiary since their respective dates of incorporation. The audited consolidated balance sheets of Nutmeg the Company as of March December 31, 2000 1997 and December 31, 1998 and the related comparative unaudited audited consolidated statements of income, changes in stockholders equity income and cash flows for the three month periods years ended March 31, 1999 and 2000. The financial statements referred to in this Section 3.6(a) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial condition of Nutmeg for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") during the periods involved, except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements madeand December 31, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The books and records of Nutmeg have been, and are being, maintained 1998 will be consistent in all material respects in accordance with GAAP the unaudited consolidated financial statements of the Company as of and for the same period. The Company shall provide to the Purchaser and Xxxxxxxxx its audited consolidated balance sheets as of December 31, 1998 and its audited consolidated statements of income and cash flows for the year ended December 31, 1998 within 30 days of the Initial Closing. Notwithstanding the foregoing, the unaudited financial statements do not presently reflect any other applicable legal non-cash compensation charges relating to stock option grants to employees and accounting requirementsconsultants. Audited financial statements for the years ended December 31, 1997 and December 31, 1998 will include such non-cash compensation charges.

Financial Statements; Books and Records. (a) Nutmeg Seller has previously delivered to NewMil true, correct and complete copies of Buyer: (a) an audited balance sheet of IES Inc. as at December 31, 2001 (including the balance sheets of Nutmeg as of December 31 for notes thereto, the years 1997"Balance Sheet"), 1998, and 1999 and the related audited statements of income, changes in stockholders shareholders' equity and cash flows for the years 1996 through 1999fiscal year then ended, inclusive, including in each case accompanied by the audit notes thereto, together with the report thereon of Xxxxxx and MondeXxxxxxxxx, Xxxxxxx & Price LLP, independent certified public accountants with respect to Nutmeg, and accountants; (b) the unaudited audited balance sheets of Nutmeg IES Inc. as at December 31 in each of March 31the fiscal years 2000 and 2001, 2000 and the related comparative unaudited audited statements of incomeoperations, changes in stockholders shareholders' equity and cash flows for each of the three month fiscal years then ended, including in each case the notes thereto; and (c) an unaudited balance sheet of IES Inc. as at June 30, 2002, (the "Interim Balance Sheet") and the related unaudited statements of income for the six (6) months then ended, including in each case the notes thereto certified by a director of Seller as accurate to the best of such director's knowledge and belief. Such financial statements, which are attached hereto as Exhibit 3.6(a), fairly present the financial condition and the results of operations, changes in shareholders' equity and cash flows (as to audited statements) of IES Inc. as at the respective dates of and for the periods ended March 31referred to in such financial statements, 1999 and 2000all in accordance with GAAP. The financial statements referred delivered pursuant to in this Section 3.6(a) (including 3.6 reflect the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial condition of Nutmeg for the respective fiscal periods or as of the respective dates therein set forth; each consistent application of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") during throughout the periods involved, except in each case as indicated in such statements or disclosed in the notes theretoto such financial statements. The annual reports financial statements have been and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The books and records of Nutmeg have been, will be prepared from and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and the accounting requirementsrecords of IES Inc. IES Inc. has also delivered to Buyer copies of all letters from IES Inc.'s auditors to IES Inc.'s board of directors or the audit committee thereof during the thirty-six (36) months preceding the execution of this Agreement, together with copies of all responses thereto.

Financial Statements; Books and Records. (a) Nutmeg has previously delivered to NewMil true, correct 5.3.1 Included as Schedule 5.3.1 of the Disclosure Schedule are true and complete copies of the financial statements of Seller consisting of (ai) an unaudited balance sheet as of July 31, 1997 (the "RECENT BALANCE SHEET"), and the related unaudited statements of income and cash flow for the seven (7) month period preceding July 31, 1997, (ii) the audited balance sheets sheet of Nutmeg Seller as of December 31 for the years 199731, 1998, and 1999 1996 and the related statements of income, changes in stockholders equity income and cash flows flow for the years year ended December 31, 1996 through 1999(including the notes contained therein or annexed thereto), inclusivetogether with the report thereon of Arthxx Xxxexxxx, in each case accompanied by the audit report of Xxxxxx and Monde, independent xxdependent certified public accountants with respect to Nutmegaccountants, and (biii) the unaudited balance sheets as at December 31 in each of Nutmeg as of March 31the years 1993 through 1995, 2000 and the related comparative unaudited statements of income, changes in stockholders equity income and cash flows flow for each of the three month periods fiscal years then ended March 31(collectively, 1999 and 2000the "FINANCIAL STATEMENTS"). The financial statements referred to Except as noted in this Section 3.6(a) Schedule 5.3.1, the Financial Statements (including the related notes, where applicableall notes and schedules contained therein or annexed thereto) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial condition of Nutmeg for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") during except, with respect to unaudited financial statements, for the periods involved, except in each case as indicated in such statements or in absence of footnotes and subject to normal year-end audit adjustments applicable to the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleadingunaudited financial statements), and Nutmeg has previously delivered or made available to NewMil truefairly present, correct and complete copies of such reports. The books and records of Nutmeg have been, and are being, maintained in all material respects in accordance with GAAP generally accepted accounting principles (except, with respect to unaudited financial statements, for the absence of footnotes and any other subject to normal year-end audit adjustments applicable legal to the unaudited financial statements), the assets, liabilities and accounting requirementsfinancial position, the results of operations and the cash flows of Seller as of the dates and for the periods indicated.

Financial Statements; Books and Records. (a) Nutmeg FICS has previously delivered to NewMil S1 Holdings true, correct and complete copies of (a) the consolidated balance sheets of Nutmeg FICS and its Subsidiaries as of December 31 for the fiscal years 1997, 1998, 1998 and 1999 1997 and the related consolidated statements of incomeoperations, changes in stockholders stockholders' equity and cash flows for the fiscal years 1996 through 1998, 1997 and 1996, inclusive, as reported in FICS' Registration Statement on Form F-1 filed with the Securities and Exchange Commission (the "SEC") on April 13, 1999, inclusiveas amended by Amendment No. 1 filed with the SEC on April 30, 1999 (the "Registration Statement") under the U.S. Securities Act of 1933, as amended (the "Securities Act"), in each case accompanied by the audit report of Xxxxxx and MondePricewaterhouseCoopers & Co. Bedrijfsrevisoren, independent public accountants with respect to NutmegFICS, and (b) the unaudited balance sheets interim financial statements of Nutmeg FICS as of March 31, 2000 and the related comparative unaudited statements of income, changes in stockholders equity and cash flows for the three month periods six months ended March 31June 30, 1999 and 20001998. The financial statements referred to in this Section 3.6(a) 3.5 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 6.6 hereof will fairly present (subject, in the case of the unaudited statements, to normal and recurring audit adjustments normal in nature and amountadjustments), the results of the consolidated operations and consolidated financial condition of Nutmeg FICS and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 6.6 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC SEC with respect thereto; thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 6.6 hereof will be, be prepared in accordance with generally accepted accounting principles ("GAAP") principles, as applied in the United States, and consistently applied during the periods involvedinvolved ("U.S. GAAP"), except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements madethereto or, in light the case of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reportsunaudited statements. The books and records of Nutmeg FICS have been, and are being, maintained in all material respects in accordance with U.S. GAAP and any other applicable legal and accounting requirements. The statutory financial statements of FICS and those of its books and records prepared to conform with the requirements of Belgian law are prepared in accordance with Belgian GAAP. Other than in the previous sentence, references elsewhere in this Agreement to "financial statements and "books and records" do not refer to financial statements and books and records prepared by FICS to conform with the requirements of Belgian law.

Financial Statements; Books and Records. (a) Nutmeg FICS has previously delivered to NewMil S1 Holdings true, correct and complete copies of (a) the consolidated balance sheets of Nutmeg FICS and its Subsidiaries as of December 31 for the fiscal years 1997, 1998, 1998 and 1999 1997 and the related consolidated statements of incomeoperations, changes in stockholders stockholders' equity and cash flows for the fiscal years 1996 through 1998, 1997 and 1996, inclusive, as reported in FICS' Registration Statement on Form F-1 filed with the Securities and Exchange Commission (the "SEC") on April 13, 1999, inclusiveas amended by Amendment No. 1 filed with the SEC on April 30, 1999 (the "Registration Statement") under the U.S. Securities Act of 1933, as amended (the "Securities Act"), in each case accompanied by the audit report of Xxxxxx and MondePricewaterhouseCoopers & Co. Bedrijfsrevisoren, independent public accountants with respect to NutmegFICS, and (b) the unaudited balance sheets interim financial statements of Nutmeg FICS as of March 31, 2000 and the related comparative unaudited statements of income, changes in stockholders equity and cash flows for the three month periods months ended March 31, 1999 and 20001998. The financial statements referred to in this Section 3.6(a) 3.5 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 6.6 hereof will fairly present (subject, in the case of the unaudited statements, to normal and recurring audit adjustments normal in nature and amountadjustments), the results of the consolidated operations and consolidated financial condition of Nutmeg FICS and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 6.6 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC SEC with respect thereto; thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 6.6 hereof will be, be prepared in accordance with generally accepted accounting principles ("GAAP") principles, as applied in the United States, and consistently applied during the periods involvedinvolved ("US GAAP"), except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements madethereto or, in light the case of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reportsunaudited statements. The books and records of Nutmeg FICS have been, and are being, maintained in all material respects in accordance with US GAAP and any other applicable legal and accounting requirements. The statutory financial statements of FICS and those of its books and records prepared to conform with the requirements of Belgian law are prepared in accordance with Belgian GAAP. Other than in the previous sentence, references elsewhere in this Agreement to "financial statements and "books and records" do not refer to financial statements and books and records prepared by FICS to conform with the requirements of Belgian law.

Financial Statements; Books and Records. (a) Nutmeg Target has previously delivered to NewMil true, correct and complete copies of Buyer Parent: (a) the audited balance sheets of Nutmeg Target as of at December 31 for 31, 2004 (restated) and December 31, 2005 (the years 1997“Balance Sheets”), 1998, and 1999 and the related statements of income, changes in stockholders equity stockholders’ equity, and cash flows for each of the fiscal years 1996 through 1999then ended, inclusive, including in each case accompanied by the audit notes thereto, together with the auditors’ report thereon of Xxxxxx and Monde, independent public accountants with respect to Nutmeg, Cxxxxxxx & Head P.S. (the “Audited Financial Statements”); and (b) the unaudited consolidated balance sheets sheet of Nutmeg Target as of March at October 31, 2000 2006 (the “Interim Balance Sheet”) and the related comparative unaudited statements statement of incomeincome for the period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”). The Audited Financial Statements fairly present the financial condition and the results of operations, changes in stockholders equity stockholders’ equity, and cash flows of Target as at the respective dates of and for the three month periods ended March 31, 1999 and 2000. The financial statements referred to in this Section 3.6(a) (including the related notes, where applicable) fairly presentsuch Audited Financial Statements, and the Interim Financial Statements fairly present the financial statements condition and the results of operations as at the respective dates of and for the periods referred to in Section 6.8 hereof will fairly present (such Interim Financial Statements, in each case all in accordance with GAAP, subject, in the case of the unaudited statementsAudited Financial Statements, to recurring audit adjustments normal the qualification set forth in nature and amount), the results third paragraph of the operations auditors’ report of Cxxxxxxx & Head, P.S. dated February 11, 2006, and financial condition of Nutmeg for subject further, in the respective fiscal periods or as case of the respective dates therein set forth; each of such statements (including the related notesInterim Financial Statements, where applicable) complyto customary year-end adjustments, which would not reasonably be expected to result in a Material Adverse Effect, and the financial absence of footnotes and statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements of stockholders equity and with cash flows. The Financial Statements reflect the published rules and regulations of the OTS and FDIC with respect thereto; and each consistent application of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") during throughout the periods involved, except in each case as indicated in such statements or disclosed in the notes thereto. The annual reports footnotes to the Financial Statements and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The books and records of Nutmeg have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsqualifications noted above.

Financial Statements; Books and Records. (a) Nutmeg has previously delivered to NewMil Attached hereto as Section 5.6 of the Disclosure Schedule are true, correct and complete copies of of: (ai) the audited consolidated balance sheets sheet of Nutmeg as the Company and its Subsidiaries for each of December 31 for the years 1997ended December 31, 19982011, December 31, 2012 and 1999 December 31, 2013 (the “Latest Audited Balance Sheet”), and the related audited consolidated statements of incomeoperations, changes in stockholders stockholders’ equity and cash flows of the Company and its Subsidiaries for the fiscal years 1996 through 1999then ended, inclusive, in each case accompanied by together with the audit report notes thereto and the reports thereon of Xxxxxx and MondeKPMG LLP, independent public accountants with respect to Nutmeg(collectively, the “Audited Financial Statements”); and (bii) the unaudited consolidated balance sheets sheet of Nutmeg the Company and its Subsidiaries as of March 31, 2000 2014 (the “Latest Balance Sheet”) and the related comparative unaudited statements consolidated statement of incomeoperations, changes in stockholders stockholders’ equity and cash flows of the Company and its Subsidiaries for the three month periods (3)-month fiscal period then ended March 31(collectively, 1999 and 2000the “Unaudited Financial Statements”). The financial statements Audited Financial Statements and the Unaudited Financial Statements are herein collectively referred to as the “Financial Statements.” Except as set forth in this Section 3.6(a) (including 5.6 of the related notesDisclosure Schedule, where applicable) each of the Financial Statements were prepared on the basis of and in accordance with the books and records of the Company and its Subsidiaries kept in the Ordinary Course of Business and fairly presentpresents in all material respects the financial condition of the Company and its Subsidiaries on a consolidated basis as of the date thereof, and the financial statements referred to consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods related thereto, in Section 6.8 hereof will fairly present (each case in accordance with GAAP, using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Latest Audited Financial Statements, and subject, in the case of the unaudited statementsUnaudited Financial Statements, to recurring audit normal year-end adjustments normal in nature and amount), the results of the operations and financial condition of Nutmeg for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will complyabsence of footnotes, with applicable accounting requirements and with the published rules and regulations none of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") during the periods involved, except in each case as indicated in such statements or in the notes theretowhich is material. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The books and records of Nutmeg have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.US_ACTIVE-116890188.17-330225-00006

Financial Statements; Books and Records. (a) Nutmeg The Company has previously delivered to NewMil true, correct and complete Buyer copies of (ai) the unaudited consolidated balance sheets of Nutmeg sheet, as of December 31 for October 31, 2012 of the years 1997, 1998, Company and 1999 its consolidated Subsidiaries (the “Latest Balance Sheet”) and the related unaudited consolidated statements of incomeoperations, changes in stockholders equity earnings, income and cash flows of the Company and its consolidated Subsidiaries for the years 1996 through 1999seven-month fiscal period ended October 31, inclusive, in each case accompanied by 2012 (such statements and the audit report of Xxxxxx and Monde, independent public accountants with respect Latest Balance Sheet being herein referred to Nutmeg, as the “Latest Financial Statements”) and (bii) the unaudited audited consolidated balance sheets of Nutmeg sheets, as of March 31, 2000 2012 and March 31, 2011, of the Company and its consolidated Subsidiaries and the related comparative unaudited audited consolidated statements of incomeoperations, changes in stockholders equity earnings, income and cash flows of the Company and its consolidated Subsidiaries for the three month periods fiscal years ended March 31, 1999 2012 and 2000March 31, 2011 (collectively, the “Annual Financial Statements”). The financial statements referred to in this Section 3.6(a) (including the related notes, where applicable) fairly present, Latest Financial Statements and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial condition of Nutmeg for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, Annual Financial Statements were prepared in accordance with generally accepted accounting principles ("GAAP") during the periods involved, except in each case as indicated in such statements or in the notes thereto. The annual reports books of account and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light other financial records of the circumstances under which they were made, not misleadingCompany, and Nutmeg has previously delivered or made available to NewMil truepresent fairly, correct and complete copies of such reports. The books and records of Nutmeg have been, and are being, maintained in all material respects respects, the financial condition of the Company on a consolidated basis as of the dates thereof and the consolidated results of operations for the periods referred to therein. The Annual Financial Statements have been prepared in accordance with GAAP, consistently applied throughout the periods indicated. The Latest Financial Statements have been prepared in accordance with GAAP applicable to unaudited interim financial statements (and any other applicable legal thus may not contain all notes and accounting requirementsmay not contain prior period comparative data which are required to be prepared in accordance with GAAP) consistently with the Annual Financial Statements, subject to normal year-end adjustments.

Financial Statements; Books and Records. (a) Nutmeg has previously delivered Attached to NewMil Schedule 5.4 are true, correct correct, and complete copies of of: (ai) the balance sheets sheet of Nutmeg the Company as of December 31 for 31, 2019 (the years 1997“Most Recent Fiscal Year End”), 1998December 31, 2018 and 1999 December 31, 2017, and the related statements of income and comprehensive income, changes in stockholders equity stockholders’ equity, and cash flows for the fiscal years 1996 through 1999then ended (collectively, inclusivethe “Reviewed Financial Statements”); and (ii) the balance sheet of the Company as of September 30, in each case accompanied by 2020, (the audit report of Xxxxxx and Monde, independent public accountants with respect to Nutmeg“Latest Balance Sheet Date”, and (bsuch balance sheet, the “Latest Balance Sheet”) the unaudited balance sheets of Nutmeg as of March 31, 2000 and the related comparative unaudited statements of income and comprehensive income, changes in stockholders equity stockholders’ equity, and cash flows for the three month periods nine (9)-month period then ended March 31(collectively, 1999 and 2000the “Interim Financial Statements”). The financial statements Reviewed Financial Statements and the Interim Financial Statements are herein collectively referred to as the “Financial Statements”. Each of the Financial Statements was prepared on the basis of and in this Section 3.6(a) (including accordance with the related notes, where applicable) fairly presentbooks and records of the Company kept in the Ordinary Course, and fairly presents in all material respects the financial statements referred to condition of the Company as of its respective date and the results of operations and cash flows of the Company for the periods related thereto, in Section 6.8 hereof will fairly present (subjecteach case using the same accounting methods, policies, practices, and procedures, with consistent classifications, judgments, and estimation methodology, as were used in the preparation of the Reviewed Financial Statements for the Most Recent Fiscal Year End, except in the case of the unaudited statementsInterim Financial Statements for the absence of footnote disclosures and year-end adjustments, to recurring audit adjustments normal none of which would be material, individually or in nature the aggregate. The accounting practices of the Company have been consistently applied for all periods represented by the Financial Statements. The Company’s books and amount)records are complete and correct and accurately reflect all of the assets, the Liabilities, transactions, and results of the operations and financial condition of Nutmeg for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complyBusiness, and the financial statements referred to Financial Statements have been prepared and presented based upon and in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") during the periods involved, except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The books and records of Nutmeg have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsconformity therewith.

Financial Statements; Books and Records. (a) Nutmeg Maritime Bank has previously delivered to NewMil Webster true, correct and complete copies of (a) the balance sheets of Nutmeg ox Xxxxxime Bank as of December 31 for the years 19971995, 19981996, and 1999 1997 and the related statements of income, changes in stockholders stockholders' equity and cash flows for the years 1996 1994 through 19991997, inclusive, in each case accompanied by the audit report of Xxxxxx and MondeShatswell, MacLeod & Company, P.C., independent public accountants with respect to Nutmegwixx xxxxxxt tx Xxxxxime Bank, and (b) the unaudited balance sheets statement of Nutmeg position of Maritime Bank as of March 31September 30, 2000 1998 and the related comparative unaudited statements of incomeearnings, changes in stockholders stockholders' equity and cash flows for the three nine month periods ended March 31September 30, 1999 1997 and 20001998. The financial statements referred to in this Section 3.6(a) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial condition of Nutmeg Maritime Bank for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") during the periods involved, except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg Maritime Bank has sent to shareholders since December 31, 1997 1994 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg Maritime Bank has previously delivered or made available to NewMil Webster true, correct and complete copies of such reports. The books and boxxx xxx records of Nutmeg Maritime Bank have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.