Common use of Financial Statements, etc Clause in Contracts

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus and the Prospectus fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Registration Statement, the Pricing Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or any grants under any incentive compensation plan and, (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules schedules, included or incorporated by reference in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; involved (provided that unaudited interim financial statements are subject to year end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP) and the supporting schedules included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus present fairly the information required to be stated therein. The Each of the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any Company, or, other than in the course of its Subsidiaries or business, any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change Material Adverse Change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus and the Prospectus comply with the applicable requirements of the Act and the Regulations and fairly present the consolidated financial position and the results of operations of the Company and its consolidated Subsidiaries at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States generally accepted accounting principles International Financial Reporting Standards (“GAAPIFRS”), as issued by the International Accounting Standards Board (“IASB”), consistently applied throughout the periods involved; and the no supporting schedules are required to be included in the Registration Statement present fairly the information required to be stated thereinStatement. The Registration Statement, the Pricing Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company and its consolidated Subsidiaries with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has and its Subsidiaries have not declared or paid any dividends or made any distribution of any kind with respect to its or their capital stock; , (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries Subsidiary or any grants under any incentive stock compensation plan andof the Company or any Subsidiary, and (d) there has not been any material adverse change in the Company’s long-term or short-term debtdebt of the Company or any Subsidiary.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus and the Prospectus fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Registration Statement, the Pricing Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or any grants under any incentive stock compensation plan and, (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules schedules, included or incorporated by reference in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; involved (provided that unaudited interim financial statements are subject to year end audit adjustments that are not expected to be material in the aggregate) and the supporting schedules included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus present fairly the information required to be stated therein. The Each of the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have result in a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any Company, or, other than in the course of its Subsidiaries or business, any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change Material Adverse Change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package, and the Prospectus Prospectus, fairly present in all material respects the financial position and the results of operations of the Company at as of the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States the U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involvedinvolved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement Statement, if any, present fairly in all material respects the information required to be stated therein. The No historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package, or the Prospectus under the Securities Act or the Securities Act Regulations. Each of the Registration Statement, the Pricing Disclosure Package, and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons persons, if any, that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any Company, or, other than in the course of its Subsidiaries or business, any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The consolidated financial statementsstatements of the Company, including together with the related schedules and notes thereto and supporting schedules included thereto, set forth or incorporated in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly present (i) the financial position and the results of operations of the Company at and its consolidated subsidiaries as of the dates indicated and (ii) the consolidated results of operations, stockholders’ equity and changes in cash flows of the Company and its consolidated subsidiaries for the periods to which they applytherein specified; and such financial statements and related notes thereto have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and the supporting schedules included involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the Registration Statement present fairly the information aggregate and do not contain all footnotes required to be stated thereinby GAAP). The historical consolidated financial statements of (i) TNS, Inc. (“TNS”), (ii) ADEX Corporation and its subsidiary and affiliated company (“ADEX”), (iii) Tropical Communications, Inc. (“Tropical Communications”), (iv) Xxxxx Xxxxxxxx Engineering, LLC (“Xxxxx Xxxxxxxx”), (v) Integration Partners Corporation (“Integration Partners”), (vi) AW Solutions, Inc. (“AW Solutions” and together with TNS, ADEX, Tropical Communications, Xxxxx Xxxxxxxx and Integration Partners, the “Acquisition Entities”), together with the related schedules and notes thereto set forth or incorporated by reference in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus disclose Prospectus, comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly (i) the financial position and results of operations of the Acquisition Entities as of the dates indicated and (ii) the consolidated results of operations, stockholders’ equity and changes in cash flows of the Acquisition Entities for the periods therein specified; and such financial statements and related notes thereto have been prepared in conformity with GAAP (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP). There are no other financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus; and the Company does not have any material obligations, direct or contingent (including any off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as not disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary regulations of the Company (each a “Subsidiary” and together the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (bCommission) the Company has that do not declared or paid any dividends or made any distribution of any kind comply with respect to its capital stock; (c) there has not been any change in the capital stock Regulation G of the Company or any Exchange Act and Item 10(e) of its Subsidiaries or any grants Regulation S-K under any incentive compensation plan andthe Securities Act, (d) there has not been any material adverse change in to the extent applicable, and present fairly the information shown therein and the Company’s long-term or short-term debtbasis for using such measures.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included or incorporated by reference in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“"GAAP”"), consistently applied throughout the periods involvedinvolved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Except as included therein, no historical or pro forma financial statements are required to be included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations, the Exchange Act or the Exchange Act Regulations. All disclosures contained in the Registration Statement, the Disclosure Package or the Prospectus, or incorporated or deemed incorporated by reference therein, regarding "non-GAAP financial measures" (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiariesOramed Ltd., including each entity disclosed or described in the Registration Statement as being a Company's only subsidiary of (the Company (each a “"Subsidiary” and together the “Subsidiaries”"), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any the Subsidiary, or, other than in the ordinary course of its Subsidiaries or business and consistent with the Company's prior policies, made any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, comply in all material respects with the requirements of the Securities Act and fairly present the financial position and the results of operations of the Company and its Controlled Entities at the dates and for the periods to which they apply; apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act. There are no disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission). Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company and its Controlled Entities with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary expenses of the Company (each a “Subsidiary” and together the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or any grants under any incentive compensation plan and, (d) there has not been any material adverse change in the Company’s long-term or short-term debtControlled Entities.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involvedinvolved (provided that unaudited interim financial statements are subject to year end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Each of the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any Company, or, other than in the course of its Subsidiaries or business, any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change Material Adverse Change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules schedules, included or incorporated by reference in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP) and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. The No other financial statements or schedules are required under the Securities Act to be included or incorporated by reference in the Registration Statement, the Pricing Prospectus Disclosure Package or the Final Prospectus. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each each, a “Subsidiary” and together and, collectively, the “Subsidiaries”), ) has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or subsidiaries, or, other than in the course of business, any grants under any incentive stock compensation plan andplan, (d) there has not been any material adverse change in the Company’s long-term or short-term debt, and (e) there has not been the occurrence of any Material Adverse Change. Any information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as defined in Regulation G) complies with Regulation G and Item 10 of Regulations S-K, to the extent applicable.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involvedinvolved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Each of the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each each, a “Subsidiary” and together and, collectively, the “Subsidiaries”), ) has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries Subsidiaries, or (d) other than in the ordinary course of business and consistent with the Company’s prior policies, made any grants under any incentive stock compensation plan andplan, and (de) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involvedinvolved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each each, a “Subsidiary” and together and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or Subsidiaries, or, other than in the course of business, any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present in all material respects the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and the supporting schedules included involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the Registration Statement present fairly the information aggregate and do not contain all footnotes required to be stated therein. The Registration Statement, the Pricing Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligationsby GAAP), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each each, a “Subsidiary” and together and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries (other than (i) the issuance or grant of securities pursuant to employee equity incentive plans that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or pursuant to the exercise of outstanding options, warrants or rights, in each case, that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (ii) the issuance of Common Stock upon conversion of preferred stock or convertible notes of the Company as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus ) or long-term debt of the Company or any grants under any incentive compensation plan andof its Subsidiaries (other than regular payments pursuant to obligations disclosed in or contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, and (d) there has not been any material adverse change Material Adverse Change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules schedules, if any, included in the Registration Statement, the Pricing Prospectus Statement and the Prospectus fairly present in all material respects the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involvedinvolved except as disclosed therein; and the any supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein, subject, in the case of unaudited interim financial statements, to year-end audit adjustments. The Registration Statement, the Pricing Prospectus and the Prospectus disclose Statement discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Statement and the Prospectus, (a) neither the Company nor any of its direct operating subsidiaries as listed under Section 2(u) and indirect subsidiaries, including each entity disclosed or described in Exhibit 21.1 of the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or any grants under any incentive stock compensation plan and, (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules thereto, of the Company included in the Registration Offering Statement, the Pricing Prospectus Preliminary Offering Circular and Final Offering Circular comply in all material respects with applicable accounting requirements and the Prospectus fairly present the financial position rules and the results of operations regulations of the Company Commission with respect thereto as in effect at the dates and for the periods to which they apply; and such time of filing. Such financial statements have been prepared in conformity accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), consistently applied throughout except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods involved; and then ended, subject, in the supporting schedules case of unaudited statements, to normal, immaterial, year-end audit adjustments. Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement Offering Statement, Preliminary Offering Circular and Final Offering Circular under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any, included in the Offering Statement, Preliminary Offering Circular and Final Offering Circular have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly in all material respects the information required shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to be stated give effect to the transactions and circumstances referred to therein. The Registration Offering Statement, Preliminary Offering Circular and Final Offering Circular does not contain any “non-GAAP financial measures” (as such term is defined by the Pricing Prospectus rules and regulations of the Prospectus disclose Commission). Each of the Offering Statement, Preliminary Offering Circular and Final Offering Circular discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s 's financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Offering Statement, the Pricing Prospectus Preliminary Offering Circular and the ProspectusFinal Offering Circular, since June 30, 2017, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or any (other than (i) grants under any incentive stock compensation plan andand (ii) shares of common stock issued upon exercise or conversion of option, warrants or convertible securities described in the Offering Statement, Preliminary Offering Circular and Final Offering Circular), and (d) there has not been any material adverse change Material Adverse Change in the Company’s 's long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, comply in all material respects with the requirements of the Securities Act and fairly present the financial position and the results of operations of the Company and its Subsidiaries at the dates and for the periods to which they apply; apply; and such financial statements have been prepared in conformity with United States generally accepted accounting principles International Financial Reporting Standards (“GAAPIFRS”), consistently applied throughout the periods involved; involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by IFRS); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-IFRS financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Item 10 of Regulation S-K of the Securities Act. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company and its Subsidiaries with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary expenses of the Company (each a “Subsidiary” and together the “its Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or any grants under any incentive compensation plan and, (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Each of the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each each, a “Subsidiary” and together and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements3.5.1 PSC has furnished Buyer with copies of (a) the unaudited consolidated balance sheet of the PHS Company as of December 31, including 2013 and 2014 (December 31, 2014 is referred to herein as the notes thereto “Reference Date”), and supporting schedules included in the Registration Statementrelated statement of income of the PHS Company for the fiscal year then ended (the “Annual Financial Statements”), and (b) the unaudited consolidated balance sheet of the Acquired Companies as of June 30, 2015 (respectively, the Pricing Prospectus “Most Recent Balance Sheet” and the Prospectus “Most Recent Balance Sheet Date”) and the related statement of income of the PHS Company for the three (3) month period ending on the Most Recent Balance Sheet Date (the “Most Recent Financial Statements” and, collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) present fairly present in all material respects the financial position of the Acquired Companies and the results of operations of the Company at Acquired Companies as of the respective dates thereof and for the periods covered thereby, subject, in each case, to which they apply; normal year-end adjustments and such financial statements have been the absence of notes and (ii) were prepared in conformity accordance with United States generally accepted accounting principles (“GAAP and, to the extent inconsistent with GAAP”), consistently the Accounting Principles applied on a consistent basis throughout the periods involved; covered thereby and (iii) reflect in all material respects the supporting schedules included financial books and records of the Acquired Companies. The Acquired Companies do not have any liabilities of a type required by GAAP to be set forth on a consolidated balance sheet of the PHS Company, except for (A) liabilities reflected or reserved against in the Registration Statement present fairly the information required to be stated therein. The Registration Statement, the Pricing Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus and the ProspectusMost Recent Balance Sheet, (aB) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has liabilities incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of businessbusiness consistent with past practices since the Most Recent Balance Sheet Date or in connection with the Contemplated Transactions, or (bC) the Company has liabilities that, would not declared or paid any dividends or made any distribution of any kind with respect reasonably be expected to its capital stock; (c) there has not been any change exceed $50,000 in the capital stock aggregate; provided, however, that the representation contained in this sentence does not cover the subject matter of the more specific representations contained in Sections 3.8 (Taxes); 3.10 (Legal Compliance); 3.11 (Company Plans); 3.14 (Environmental Matters), 3.15.3 (Contracts; Breach, etc.); 3.17 (Litigation; Governmental Orders); or any of its Subsidiaries or any grants under any incentive compensation plan and, 3.22 (d) there has not been any material adverse change in the Company’s long-term or short-term debtBrokers).

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Statement and the Prospectus fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involvedinvolved except as disclosed therein; and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Registration Statement, the Pricing Prospectus and the Prospectus disclose Statement discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Statement and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company operating subsidiaries (each a “Subsidiary” and together the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or any grants under any incentive stock compensation plan and, (d) there has not been any material adverse change in the Company’s long-term or short-term debt. Since the date of the latest balance sheet presented in the Registration Statement, neither the Company nor any Subsidiary has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to the Company and the Subsidiaries taken as a whole, except for liabilities, obligations and transactions which are disclosed in the Registration Statement and the Prospectus.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules schedules, included or incorporated by reference in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involvedinvolved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules schedules, if any, included in the Registration Statement Statement, the Disclosure Package and the Prospectus present fairly the information required to be stated therein. The Except as included therein, no historical or pro forma financial statements are required to be included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. All disclosures contained in the Registration Statement, the Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed or incorporated by reference in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any Company, (d) other than in the ordinary course of its Subsidiaries or business and consistent with the Company’s prior policies, made any grants under any incentive stock compensation plan andplan, and (de) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The consolidated financial statements, including the notes thereto and any supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, including the notes thereto and any such supporting schedules, present fairly present in all material respects, the financial position of the Company and its subsidiaries as of the dates shown and the results of their operations of the Company at the dates and their cash flows for the periods to which they apply; and such financial statements have been prepared shown, in conformity with United States generally accepted accounting principles International Financial Reporting Standards (“GAAPIFRS”), consistently as issued by the International Accounting Standards Board, applied throughout the periods involved; on a consistent basis and the supporting schedules schedules, if any, included in the Registration Statement present fairly in all material respects the information required to be stated therein. The Company does not have any material liabilities or obligations, direct or contingent, not disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus. There are no financial statements that are required to be included in the Registration Statement, the Pricing Disclosure Package and the Prospectus disclose all material offthat are not included as required. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-balance sheet transactions, arrangements, obligations GAAP financial measures” (including contingent obligationsas such term is defined by the rules and regulations of the Commission), and other relationships if any, comply with Regulation G of the Company with unconsolidated entities or other persons that may have a material current or future effect on Exchange Act and Item 10 of Regulation S-K of the Company’s financial conditionSecurities Act, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expensesto the extent applicable. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each a “Subsidiary” and together collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or subsidiaries, or, other than in the course of business any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, comply in all material respects with the requirements of the Securities Act and fairly present the financial position and the results of operations of the Company at and its Subsidiaries as of the dates and for the periods to which they apply; apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Item 10 of Regulation S-K of the Securities Act. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company and its Subsidiaries with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary expenses of the Company (each a “Subsidiary” and together the “its Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or any grants under any incentive compensation plan and, (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included or incorporated by reference in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present in all material respects the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involvedinvolved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein. The No other historical or pro forma financial statements are required to be included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. Each of the Registration Statement, the Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any Company, or, other than in the course of its Subsidiaries or business, any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change Material Adverse Change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involvedinvolved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Each of the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiarieswholly-owned subsidiary, including each entity disclosed or described in Cancer Genetics Italia, S.r.L. (the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any the Subsidiary, or, other than in the course of its Subsidiaries or business, any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Statement and the Prospectus fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Registration Statement, the Pricing Prospectus and the Prospectus disclose Statement discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as disclosed in the Registration Statement, the Pricing Prospectus Statement and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; (c) there has not been any material change in the capital stock of the Company or any of its Subsidiaries or any other than grants under any of stock options to employees of the Company pursuant to the Company’s existing equity incentive compensation plan andplans in the ordinary course of business and the issuance of shares of Common Stock upon the exercise of warrants and stock options by existing security holders of the Company in the ordinary course of business, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present in all material respects the financial position condition and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States generally accepted accounting principles International Financial Reporting Standards as issued by the International Accounting Standards Board (“GAAP”"IFRS"), consistently applied throughout the periods involvedinvolved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by IFRS); and the supporting schedules included in the Registration Statement Statement, if any, present fairly in all material respects the information required to be stated therein. The Except as included therein, no other historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons persons, if any, that may have a material current or future effect on the Company’s 's financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any Company, or, other than in the course of its Subsidiaries or business, any grants under any equity incentive compensation plan andplan, and (d) there has not been any material adverse change in the Company’s 's long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present in all material respects the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involvedinvolved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein. The Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any Company, or, other than in the course of its Subsidiaries or business, any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change Material Adverse Change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statementsCompany shall deliver to each of the Banks: (a) as soon as available and in any event within 50 days after the end of each of the first three quarterly fiscal periods of each fiscal year of the Company, including consolidated statements of income, stockholders’ equity and cash flows of the notes thereto Company and supporting schedules included its Subsidiaries for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related consolidated balance sheet of the Company and its Subsidiaries as at the end of such period, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods in the Registration Statementpreceding fiscal year (except that, in the case of balance sheets, such comparison shall be to the last day of the prior fiscal year), accompanied by a certificate of a senior financial officer of the Company, which certificate shall state that said consolidated financial statements present fairly, in all material respects, the Pricing Prospectus consolidated financial condition and the Prospectus fairly present the financial position and the results of operations of the Company and its Subsidiaries, in accordance with generally accepted accounting principles, consistently applied, as at the dates end of, and for, such period (subject to normal year-end audit adjustments and the absence of footnotes) (it being understood that delivery to the Banks of the Company’s Report on Form 10-Q filed with the SEC shall satisfy the requirements of this clause (a) so long as the information contained in such Report includes the information required under this clause (a)); (b) as soon as available and in any event within 100 days after the end of each fiscal year of the Company, consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year and the related consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form the corresponding consolidated figures for the periods to preceding fiscal year, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which they apply; and such opinion shall state that said consolidated financial statements have been prepared present fairly, in conformity all material respects, the consolidated financial condition and results of operations of the Company and its Subsidiaries as at the end of, and for, such fiscal year in accordance with United States generally accepted accounting principles (“GAAP”), consistently applied throughout it being understood that delivery to the periods involved; and Banks of the supporting schedules included Company’s Report on Form 10-K filed with the SEC shall satisfy the requirements of this clause (b) so long as the information contained in the Registration Statement present fairly such Report includes the information required to be stated therein. The Registration Statement, the Pricing Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations under this clause (including contingent obligationsb), and other relationships ); (c) concurrently with any delivery of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, statements under clause (a) neither or (b) above, a Compliance Certificate duly completed and executed by the Company nor any of its direct and indirect subsidiaries, including each entity disclosed chief financial officer or described in the Registration Statement as being a subsidiary treasurer of the Company (each a “Subsidiary” and, if any Default has occurred and together is continuing, such Compliance Certificate shall describe such Default in reasonable detail and the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) action that the Company has not declared taken or paid any dividends or made any distribution of any kind proposes to take with respect to its capital stock; (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or any grants under any incentive compensation plan and, (d) there has not been any material adverse change in the Company’s long-term or short-term debtthereto).

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules schedules, included or incorporated by reference in the Registration StatementPreliminary Offering Memorandum, the Pricing Prospectus and Time of Sale Information or the Prospectus Offering Memorandum, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP). All disclosures contained in the Preliminary Offering Memorandum, the Time of Sale Information and the supporting schedules included in Offering Memorandum regarding “non-GAAP financial measures” (as such term is defined by the Registration Statement present fairly rules and regulations of the information required Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to be stated thereinthe extent applicable. The Registration StatementEach of the Preliminary Offering Memorandum, the Pricing Prospectus Time of Sale Information and the Prospectus disclose Offering Memorandum discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed or incorporated by reference in the Registration StatementPreliminary Offering Memorandum, the Pricing Prospectus Time of Sale Information and the ProspectusOffering Memorandum, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any Company, or, other than in the course of its Subsidiaries or business, any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statementsAMS will deliver to the Administrative Agent and each Lender (i) within five days of its delivery of Financial Statements to the U.S. Securities and Exchange Commission, including but not later than ninety-five days after the notes thereto last day of each of its fiscal years, consolidated and supporting schedules included in the Registration Statement, the Pricing Prospectus and the Prospectus fairly present consolidating Financial Statements showing the financial position condition and the results of operations of AMS and its consolidated Subsidiaries as of the Company at last day of, and for, such fiscal year, which Financial Statements shall be prepared in accordance with GAAP and be accompanied by the dates unqualified audit report (as to the consolidated portions thereof) of Price Waterhouse LLP or other firm of independent certified public accountants reasonably acceptable to the Required Lenders; (ii) within five days of its delivery of Financial Statements to the U.S. Securities and Exchange Commission, but not later than fifty days after the last day of each of its fiscal quarters, consolidated and consolidating Financial Statements showing the financial condition and results of operations of AMS and its consolidated Subsidiaries as of the last day of such fiscal quarter and for such fiscal quarter and portion of the periods to fiscal year ending on the last day of such fiscal quarter, which they applyFinancial Statements shall be prepared in accordance with GAAP; and (iii) within thirty days after request therefor, such other information regarding the financial statements have been prepared in conformity with United States generally accepted accounting principles condition or business operations of AMS and each of its Subsidiaries as any Lender may reasonably request (“GAAP”it being understood that the reasonableness of any request shall take into consideration the availability of resources of AMS to respond thereto), consistently applied throughout provided, that the periods involved; Administrative Agent and the supporting schedules included in the Registration Statement present fairly the each Lender shall agree to observe (x) such reasonable restrictions which AMS may impose on information required which it deems to be stated therein. The Registration Statement, the Pricing Prospectus confidential and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations)which is labeled as such, and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect (y) restrictions which are imposed on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind AMS by third parties with respect to the confidential information of such third parties; provided further, that AMS may satisfy its capital stock; obligations under clauses (ci) there and (ii) of this paragraph by delivery of its Forms 10-K and 10Q filed with the Securities and Exchange Commission for such periods and as of such dates. The Financial Statements delivered under clauses (i) and (ii) above shall be accompanied by a certificate of a responsible officer (including, but not limited to, the Controller, Deputy Controller and the Corporate Manager of Accounting) of AMS in substantially the form of Exhibit I hereto: (x) certifying as to whether, to the best knowledge of such officer, a Default Condition has not been occurred and is continuing and, if a Default Condition has occurred and is continuing, specifying the details thereof and any change in action taken or proposed to be taken with respect thereto, and (y) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.2(a) and 6.2(b) and the capital stock ratio of Total Debt to EBITDA for the four fiscal quarters ending on the last day of the Company fiscal quarter or any of its Subsidiaries or any grants under any incentive compensation plan andfiscal year, (d) there has not been any material adverse change in the Company’s long-term or short-term debtas applicable.

Financial Statements, etc. The financial statements, including statements and the related notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus fairly present fairly, in all material respects, the financial position condition of Hunting Dog Capital LLC (the “Advisor”) as of the dates thereof and the results of operations of the Company and cash flows at the dates and for the periods to which they apply; and such financial statements have been prepared covered thereby in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout except as may be stated in the periods involved; related notes thereto. No other financial statements or schedules of Advisor, any Subsidiary or any other entity are required by the Securities Act or the Rules and the supporting schedules Regulations to be included in the Registration Statement present fairly or the information Prospectus. No financial statement of the Company is required to be stated therein. The included in the Registration Statement, nor has the Pricing Prospectus and Commission requested the Prospectus disclose all material Company to include any financial statement of the Company in the Registration Statement. There are no off-balance sheet transactions, arrangements, obligations arrangements (including contingent obligationsas defined in Regulation S-K Item 303(a)(4)(ii), and other relationships of the Company with unconsolidated entities or other persons ) that may have a material current or future effect on the CompanyAdvisor’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a Pricing Disclosure Package, since the end of the Advisor’s most recent audited fiscal year, there has been (i) no material weakness in the internal control over financial reporting (whether or not remediated) of the Advisor and any subsidiary of the Company (each each, a “Subsidiary” and together and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, ) and (bii) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; (c) there has not been any no change in the capital stock of Advisor’s or the Company Subsidiaries’ internal control over financial reporting that has materially affected, or any of its Subsidiaries or any grants under any incentive compensation plan andis reasonably likely to materially affect, (d) there has not been any material adverse change in the Company’s long-term or short-term debtits Subsidiaries internal control over financial reporting.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involvedinvolved (provided that unaudited interim financial statements are subject to year end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Each of the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, expenditures or capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or any grants under any incentive compensation plan and, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Post-Effective Amendment and the Prospectus Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved, except as disclosed therein; and the supporting schedules included in the Registration Statement and the Post-Effective Amendment present fairly the information required to be stated therein. The Registration Statement, the Pricing Prospectus Statement and the Prospectus Post-Effective Amendment, disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Post-Effective Amendment and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiariesoperating subsidiaries (each, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” ”, and together together, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or any grants under any incentive stock compensation plan and, (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements(11) Will, including beginning with the notes thereto and supporting schedules included in first April 30 which occurs no less than 60 days following the Registration Statement, the Pricing Prospectus and the Prospectus fairly present the financial position and the results first date of operations issuance of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Registration Statement, the Pricing Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships any series of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus and the ProspectusSecurities under this Indenture, (a) neither file with the Trustee within four months after the close of each fiscal year (which, until the Company nor any shall otherwise notify the Trustee, shall be deemed to be the twelve months ending December 31 in each year) a consolidated income statement, a consolidated surplus statement and a consolidated balance sheet as of its direct and indirect subsidiariesthe end of such fiscal year, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company and its Subsidiaries, all certified by independent public or certified accountants selected by the Company (each a “Subsidiary” who may be the accountants who regularly audit the books of the Company and together the “its Subsidiaries”), has incurred accompanied by any material liabilities report or obligations, direct or contingent, or entered into any material transactions other than comments by said accountants made in connection with the ordinary course certification of business, such statements; 58 48 (b) file with the Trustee concurrently with the filing of the foregoing financial statements, a certificate of the principal executive officer, the principal financial officer or the principal accounting officer of the Company, stating whether or not, to the knowledge of the signer, the Company has not declared or paid any dividends or made any distribution complied with all conditions and covenants on its part contained in this Indenture, and if the signer has obtained knowledge of any kind with respect default by the Company in the performance, observance or fulfillment of any such condition or covenant, specifying each such default and the nature thereof (provided that, for purposes of this subsection (b), compliance shall be determined without regard to its capital stockany grace period or requirement of notice provided pursuant to the terms of this Indenture); and (c) there has file with the Trustee concurrently with the filing of such financial statements, a written statement of the firm of public or certified accountants who shall have certified such financial statements, addressed to the Company, to the effect that in making the audit necessary to said certification, they have obtained no knowledge of any default which is continuing at the date of such written statement under the Securities or under Sec. 6.02(3), (4), (5), (6) or (12) of this Indenture, except as specifically indicated, provided, however, that such accountants shall not been be liable to anyone by reason of any change failure to obtain knowledge of any such default. All of the financial statements required by paragraph (11) of this Sec. 6.02 to be filed with the Trustee shall be open to inspection during business hours by Holders of Securities. Transactions with Controlling Persons: (12) Will not itself and will not permit any Subsidiary (i) directly or indirectly to make any loan or otherwise extend credit to any Controlling Person or Controlling Person Subsidiary, or (ii) directly or indirectly to enter into any other transaction with a Controlling Person or Controlling Person Subsidiary, in either case on terms and conditions which the capital stock of Company shall determine to be less favorable to the Company or any of such Subsidiary than the terms and conditions which would apply in a similar transaction with a Person other than a Controlling Person or Controlling Person Subsidiary, provided that this covenant shall not apply to transactions involving the Company and its Subsidiaries or any grants under any incentive compensation plan and, (d) there has not been any material adverse change in the Company’s long-term or short-term debtexclusively. Sec. 6.03.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included or incorporated by reference in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involvedinvolved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Except as included therein, no historical or pro forma financial statements are required to be included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations, the Exchange Act or the Exchange Act Regulations. All disclosures contained in the Registration Statement, the Disclosure Package or the Prospectus, or incorporated or deemed incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, (ai) neither Neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (bii) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (ciii) there has not been any change in the capital stock of the Company or any the Subsidiary, or, other than in the ordinary course of its Subsidiaries or business and consistent with the Company’s prior policies, any grants made under any incentive stock compensation plan andplan, and (div) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus and the Prospectus comply with the applicable requirements of the Act and the Regulations, the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) and the regulations thereunder (“Corporations Act”) and fairly present the consolidated financial position and the results of operations of the Company and its consolidated Subsidiaries at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States generally accepted accounting principles International Financial Reporting Standards (“GAAPIFRS”), as issued by the International Accounting Standards Board (“IASB”), consistently applied throughout the periods involved; and the no supporting schedules are required to be included in the Registration Statement present fairly the information required to be stated thereinStatement. The Registration Statement, the Pricing Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company and its consolidated Subsidiaries with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, operations or liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has and its Subsidiaries have not declared or paid any dividends or made any distribution of any kind with respect to its or their capital stock; , (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries Subsidiary or any grants under any incentive stock compensation plan andof the Company or any Subsidiary, and (d) there has not been any material adverse change in the Company’s long-term or short-term debtdebt of the Company or any Subsidiary.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration StatementStatement and Prospectus, the Pricing Prospectus and the Prospectus fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involvedinvolved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Registration Statement, the Pricing Prospectus and the Prospectus disclose Statement discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Statement and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each each, a “Subsidiary” and together and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, comply in all material respects with the requirements of the Securities Act and fairly present the financial position and the results of operations of the Company and its Subsidiaries at the dates and for the periods to which they apply; apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The .Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Item 10 of Regulation S-K of the Securities Act. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company and its Subsidiaries with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary expenses of the Company (each a “Subsidiary” and together the “its Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or any grants under any incentive compensation plan and, (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Statement and the Prospectus fairly present present, in all material respects, the financial position and the results of operations of the Company at the dates and for the periods to which they applyapply in all material respects; and such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involvedinvolved except as otherwise noted therein; and the supporting schedules included in the Registration Statement present fairly fairly, in all material respects, the information required to be stated therein. The Registration Statement, the Pricing Prospectus and the Prospectus disclose Statement discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons to the extent such relationships are required to be disclosed therein that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Statement and the ProspectusProspectus as required, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or any grants under any incentive stock compensation plan and, (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules schedules, included or incorporated by reference in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present present, in all material respects, the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involvedinvolved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules schedules, if any, included or incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus present fairly fairly, in all material respects, the information required to be stated therein. The Except as included or incorporated by reference therein, no historical or pro forma financial statements are required to be included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations, the Exchange Act or the Exchange Act Regulations. All disclosures contained in or incorporated by reference into the Registration Statement, the Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply, in all material respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons required to be disclosed under Instruction 8 to Item 303(b) of Regulation S-K that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed or incorporated by reference in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any Company, (d) other than in the ordinary course of its Subsidiaries or business and consistent with the Company’s prior policies, made any grants under any incentive stock compensation plan andplan, and (de) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and the supporting schedules included involved (provided that unaudited interim financial statements are subject to year end audit adjustments that are not expected to be material in the Registration Statement present fairly aggregate and do not contain all footnotes required by GAAP). Each of the information required to be stated therein. The Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have or are reasonably expected to have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or subsidiaries, or, other than in the course of business, any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change in Material Adverse Effect on the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statementsAMS will deliver to the Administrative Agent and each Lender (i) within five days of its delivery of Financial Statements to the U.S. Securities and Exchange Commission, including but not later than ninety-five days after the notes thereto and supporting schedules included in the Registration Statementlast day of each of its fiscal years, the Pricing Prospectus and the Prospectus fairly present consolidated Financial Statements showing the financial position condition and the results of operations of AMS and its consolidated Subsidiaries as of the Company at last day of, and for, such fiscal year, which Financial Statements shall be prepared in accordance with GAAP and be accompanied by the dates unqualified audit report (as to the consolidated portions thereof) of Price Waterhouse LLP or other firm of independent certified public accountants reasonably acceptable to the Required Lenders; (ii) within five days of its delivery of Financial Statements to the U.S. Securities and Exchange Commission, but not later than fifty days after the last day of each of its fiscal quarters, consolidated Financial Statements showing the financial condition and results of operations of AMS and its consolidated Subsidiaries as of the last day of such fiscal quarter and for such fiscal quarter and portion of the periods to fiscal year ending on the last day of such fiscal quarter, which they applyFinancial Statements shall be prepared in accordance with GAAP; and (iii) within thirty days after request therefor, such other information regarding the financial statements have been prepared in conformity with United States generally accepted accounting principles condition or business operations of AMS and each of its Subsidiaries as any Lender may reasonably request (“GAAP”it being understood that the reasonableness of any request shall take into consideration the availability of resources of AMS to respond thereto), consistently applied throughout provided, that the periods involved; Administrative Agent and the supporting schedules included in the Registration Statement present fairly the each Lender shall agree to observe (x) such reasonable restrictions which AMS may impose on information required which it deems to be stated therein. The Registration Statement, the Pricing Prospectus confidential and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations)which is labeled as such, and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect (y) restrictions which are imposed on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind AMS by third parties with respect to the confidential information of such third parties; provided further, that AMS may satisfy its capital stock; obligations under clauses (ci) there has not been any change in the capital stock and (ii) of the Company or any this paragraph by delivery of its Subsidiaries or any grants Forms 10-K and 10-Q filed with the U.S. Securities and Exchange Commission for such periods and as of such dates. The Financial Statements delivered under any incentive compensation plan clauses (i) and (ii) above shall be accompanied by a certificate of a responsible officer (including, but not limited to, the Controller, Deputy Controller, Director of Treasury and the Corporate Manager of Accounting) of AMS in substantially the form of Exhibit G hereto: (x) certifying as to whether, to the best knowledge of such officer, a Default Condition has occurred and is continuing and, if a Default Condition has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (dy) there has not been any material adverse change in the Company’s long-term or short-term debtsetting forth reasonably detailed calculations demonstrating compliance with Sections 5.2(a) and 5.2(b).

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involvedinvolved (provided that unaudited interim financial statements are subject to year end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Each of the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiarieswholly-owned subsidiary, including each entity disclosed or described in Cancer Genetics Italia, S.r.L. (the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any the Subsidiary, or, other than in the course of its Subsidiaries or business, any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules schedules, included in the Registration Statement, the Pricing Prospectus and the Prospectus Disclosure Package fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”)) of the United States, consistently applied throughout the periods involved; and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. All non-GAAP financial information included in the Registration Statement, the Prospectus and the Disclosure Package, complies with the requirements of Regulation G and Item 10 of Regulation S-K under the Act, to the extent applicable. The Registration Statement, the Pricing Prospectus and the Prospectus Disclosure Package disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus and the ProspectusDisclosure Package, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed (corporation, partnership, joint venture, association or described in the Registration Statement as being a subsidiary of other business organization) controlled directly or indirectly by the Company (each a “Subsidiary” and together collectively the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt. All pro forma financial statements, data or information, if any, included in the Registration Statement, the Prospectus or the Disclosure Package, including any amendments or supplements thereto, comply in all material respects with the requirements of the Act and the Exchange Act, and the assumptions used in the preparation of such pro forma financial statements, data or information are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements, data or information. The Company has filed with the Commission all financial statements, together with notes thereto and supporting schedules, required to be filed pursuant to Regulation S-X under the Act.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included or incorporated by reference in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States generally accepted accounting principles International Financial Reporting Standards as issued by the International Accounting Standards Board (“GAAPIFRS”), consistently applied throughout the periods involvedinvolved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by IFRS); and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. The No other historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the Pricing Prospectus and Disclosure Package or the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of by the Company with unconsolidated entities Securities Act or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expensesSecurities Act Regulations. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement Statement, the Disclosure Package and the Prospectus as being a subsidiary of the Company (each each, a “Subsidiary” and together and, collectively, the “Subsidiaries”), taken as a whole, has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries Subsidiaries, or, other than in the course of business or any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change Material Adverse Change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements(11) Will, including beginning with the notes thereto and supporting schedules included in first April 30 which occurs no less than 60 days following the Registration Statement, the Pricing Prospectus and the Prospectus fairly present the financial position and the results first date of operations issuance of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Registration Statement, the Pricing Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships any series of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus and the ProspectusSecurities under this Indenture, (a) neither file with the Trustee within four months after the close of each fiscal year (which, until the Company nor any shall otherwise notify the Trustee, shall be deemed to be the twelve months ending December 31 in each year) a consolidated income statement, a consolidated surplus statement and a consolidated balance sheet as of its direct and indirect subsidiariesthe end of such fiscal year, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company and its Subsidiaries, all certified by independent public or certified accountants selected by the Company (each a “Subsidiary” who may be the accountants who regularly audit the books of the Company and together the “its Subsidiaries”), has incurred accompanied by any material liabilities report or obligations, direct or contingent, or entered into any material transactions other than comments by said accountants made in connection with the ordinary course certification of business, such statements; (b) file with the Trustee concurrently with the filing of the foregoing financial statements, a certificate of the principal executive officer, the principal financial officer or the principal accounting officer of the Company, stating whether or not, to the knowledge of the signer, the Company has not declared or paid any dividends or made any distribution complied with all conditions and covenants on its part contained in this Indenture, and if the signer has obtained knowledge of any kind with respect default by the Company in the performance, observance or fulfillment of any such condition or covenant, specifying each such default and the nature thereof (provided that, for purposes of this subsection (b), compliance shall be 58 48 determined without regard to its capital stockany grace period or requirement of notice provided pursuant to the terms of this Indenture); and (c) there has file with the Trustee concurrently with the filing of such financial statements, a written statement of the firm of public or certified accountants who shall have certified such financial statements, addressed to the Company, to the effect that in making the audit necessary to said certification, they have obtained no knowledge of any default which is continuing at the date of such written statement under the Securities or under sec. 6.02(3), (4), (5), (6) or (12) of this Indenture, except as specifically indicated, provided, however, that such accountants shall not been be liable to anyone by reason of any change failure to obtain knowledge of any such default. All of the financial statements required by paragraph (11) of this sec. 6.02 to be filed with the Trustee shall be open to inspection during business hours by Holders of Securities. Transactions with Controlling Persons: (12) Will not itself and will not permit any Subsidiary (i) directly or indirectly to make any loan or otherwise extend credit to any Controlling Person or Controlling Person Subsidiary, or (ii) directly or indirectly to enter into any other transaction with a Controlling Person or Controlling Person Subsidiary, in either case on terms and conditions which the capital stock of Company shall determine to be less favorable to the Company or any of such Subsidiary than the terms and conditions which would apply in a similar transaction with a Person other than a Controlling Person or Controlling Person Subsidiary, provided that this covenant shall not apply to transactions involving the Company and its Subsidiaries or any grants under any incentive compensation plan and, (d) there has not been any material adverse change in the Company’s long-term or short-term debtexclusively. sec. 6.03.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Each of the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company Company, or any (d) other than in the ordinary course of its Subsidiaries or any business and consistent with the Company’s prior policies, made grants under any incentive stock compensation plan andplan, and (de) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present in all material respects the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involvedinvolved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein. The Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus disclose discloses all material off-off- balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any Company, or, other than in the course of its Subsidiaries or business, any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change Material Adverse Change in the Company’s long-term or short-term debt.

Financial Statements, etc. The financial statements3.5.1 RHC has furnished or made available to the Buyer copies of: (a) the audited consolidated balance sheets of RHP and the Acquired Companies as of December 31, 2013, and as of December 31, 2014, including the notes thereto thereto, and supporting schedules included in the Registration Statementrelated consolidated statements of income and cash flows of RHP and the Acquired Companies for the fiscal years then ended (the “Annual Financial Statements”), and (b) the unaudited consolidated balance sheet of RHP and the Acquired Companies as of March 31, 2015 (the “Reference Balance Sheet Date”) and the related consolidated statements of income and cash flows of RHP the Acquired Companies for such three- (3-) month period then ended (the “Interim Financial Statements” and, collectively with the Annual Financial Statements, the Pricing Prospectus “Financial Statements”). Correct and complete copies of the Financial Statements are set forth on Section 3.5.1 of the Disclosure Letter. The Financial Statements (i) present fairly in all material respects the consolidated financial position of RHP and the Prospectus fairly present the financial position Acquired Companies and the consolidated results of operations of RHP and the Company at Acquired Companies as of the respective dates thereof and for the periods to which they apply; and such financial statements have been covered thereby and, (ii) except as disclosed on Section 3.5.1 of the Disclosure Letter, were prepared in conformity accordance with United States generally accepted accounting principles (“GAAP”), consistently GAAP applied on a consistent basis throughout the periods involved; covered thereby, subject to changes resulting from year-end adjustments in accordance with the Accounting Principles, the absence of footnote disclosures, the treatment of capital lease obligations with respect to leases or subleases of hospital locations as operating leases rather than capital leases, and the supporting schedules included in the Registration Statement present fairly the information required treatment of rent arising under such leases or subleases as an expense recorded upon actual payment or accrual, notwithstanding any alternative treatment of or adjustments to be stated therein. The Registration Statement, the Pricing Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities such leases or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expensesrent under GAAP. Except as disclosed on Section 3.5.1 of the Disclosure Letter and with respect to the Assumed Capital Leases, none of the Acquired Companies has any liabilities required by GAAP to be set forth on, or reserved against in, a consolidated balance sheet of the Acquired Companies, except for (y) liabilities reflected or reserved against in the Registration Statement, the Pricing Prospectus Financial Statements and the Prospectus, (az) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement as being a subsidiary of the Company (each a “Subsidiary” and together the “Subsidiaries”), has liabilities incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) consistent with past practice, since the Company has not declared Reference Balance Sheet Date or paid any dividends or made any distribution of any kind in connection with respect to its capital stock; (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or any grants under any incentive compensation plan and, (d) there has not been any material adverse change in the Company’s long-term or short-term debtContemplated Transactions.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included or incorporated by reference in the Registration StatementSEC Filings, the Pricing Prospectus and the Prospectus fairly present the financial position and the results of operations of the Company Buyer at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involvedinvolved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The Registration Statement, the Pricing Prospectus pro forma and pro forma as adjusted financial information and the Prospectus disclose related notes, if any, included or incorporated by reference in the SEC Filings have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act and present fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Each of the SEC Filings discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company Buyer with unconsolidated entities or other persons that may have a material current or future effect on the CompanyBuyer’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus and the ProspectusSEC Filings, (a) neither the Company Buyer nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement SEC Filings as being a subsidiary of the Company Buyer (each each, a “Subsidiary” and together and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company Buyer has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company Buyer or any of its Subsidiaries or Subsidiaries, or, other than in the course of business, any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change in the CompanyBuyer’s long-term or short-term debt.. New Age Beverages Corporation 2400 00xx Xxxxxx Xxxxxx, XX 00000

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present in all material respects the financial position and the results of operations of the Company at as of the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involvedinvolved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules schedules, if any, included in the Registration Statement present fairly in all material respects the information required to be stated therein. The Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons persons, if any, that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) since the date of the last balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each each, a “Subsidiary” and together and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or Subsidiaries, or, other than in the ordinary course of business, any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt. The Company represents that it has no direct or indirect subsidiaries other than those listed in Exhibit 21.1 to the Registration Statement.

Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus Prospectus, fairly present in all material respects the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involvedinvolved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein. The Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus disclose discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus, (a) since the date of the last balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each each, a “Subsidiary” and together and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; , (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or Subsidiaries, or, other than in the ordinary course of business, any grants under any incentive stock compensation plan andplan, and (d) there has not been any material adverse change Material Adverse Change in the Company’s long-term or short-term debt. The Company represents that it has no direct or indirect subsidiaries other than those listed in Exhibit 21.1 to the Registration Statement.