Common use of Financial Statements; No Undisclosed Liabilities Clause in Contracts

Financial Statements; No Undisclosed Liabilities. (a) A copy of the audited consolidated balance sheet of the Company as at December 31, 2005 and the related audited consolidated statement of results of operations and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the report thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company as at March 31, 2006 (the “Balance Sheet”), and the related consolidated statements, results of operations and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) are attached hereto as Schedule 4.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material.

Financial Statements; No Undisclosed Liabilities. (ai) A copy of Schedule 4.02(u)(i) sets forth the audited consolidated unaudited balance sheet of the Company as at December 31of June 30, 2005 2012 and the related audited consolidated statement of results unaudited statements of operations and cash CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. flows of for the Company, together with all related notes and schedules thereto, accompanied by the report thereon of the Company’s independent auditors six (collectively referred to as the “Financial Statements”6) and the unaudited consolidated balance sheet of the Company as at March 31, 2006 month period then ended (the “Balance Sheet”), and the related consolidated statements, results of operations and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) are attached hereto as Schedule 4.6(a) and the audited balance sheets of the Disclosure Schedules. Each Company as of the Financial Statements December 31 as of each of 2010 and 2011 (together with the Interim Financial Statements (i) has been prepared based on Statements, the books and records of the Company (except as may be indicated in the notes thereto“Financial Statements”), (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at of the respective dates thereof and or for the respective periods indicated set forth therein, all in conformity with GAAP consistently applied except as otherwise noted therein therein, subject to any adjustments that may result from an audit thereon that have not been and subjectwill not be material in amount, and in the case of the Interim Financial Statements, Statements subject to normal and recurring year-end adjustments that have not been and will not be material in amount. True and correct copies of the absence of notes that will not, individually or in Financial Statements delivered to either Seller by the aggregate, be materialCompany have been made available to Purchaser.

Financial Statements; No Undisclosed Liabilities. (a) A copy True and complete copies of the audited consolidated balance sheet of the Company as at December 31, 2005 2015 and December 31, 2014, and the related audited consolidated statement statements of results of operations income, cash flow, retained earnings, shareholders’ equity and cash flows changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the report reports thereon of the Company’s independent auditors auditor (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company as at March May 31, 2006 (the “Balance Sheet”)2016, and the related consolidated statementsstatements of income, results of operations retained earnings, shareholders’ equity and cash flows changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) ), are attached hereto as Schedule 4.6(aSection 3.7(a) of the Disclosure SchedulesSchedule. Each of the Financial Statements and the Interim Financial Statements (i) has are correct and complete in all material respects and have been prepared based on in accordance with the books and records of the Company (except as may be indicated in the notes thereto)Company, (ii) has have been prepared in accordance with GAAP the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material.

Financial Statements; No Undisclosed Liabilities. (a) A copy The Company has delivered to the Buyer true and complete copies of (i) the audited consolidated balance sheet of Financial Statements with respect to the Company as at of and for the years ended December 31, 2005 2014 and 2015 (the related audited consolidated statement of results of operations and cash flows of “Audited Financial Statements”), (ii) any management letters relating to the Audited Financial Statements received by the Company, together any Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with all related notes and schedules theretorespect to the Company and/or such financial statements (collectively, accompanied by the report thereon of the Company’s independent auditors (collectively referred to as the “Management Letters”), and (iii) unaudited Financial StatementsStatements as of and for the twelve (12) month period (the “Interim Period”) and the unaudited consolidated balance sheet of the Company as at March ended December 31, 2006 2016 (the “Balance SheetSheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto in the case of Audited Financial Statements) have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby (except in the case of the unaudited financial statements, for the omission of footnotes and subject to year-end adjustments). All of the related consolidated statementsCompany Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to as Company for the “Interim Financial Statements”) are attached hereto as Schedule 4.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) has been prepared based on the books and records of the Company (except as may be dates or periods indicated in the notes thereto), (ii) has been prepared in accordance with GAAP thereon applied on a consistent basis throughout the periods indicated (except as may be indicated in for the notes thereto) and (iii) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows absence of the Company as at footnotes and, with respect to the respective dates thereof and for the respective periods indicated thereinunaudited financial statements, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be materialadjustments).

Financial Statements; No Undisclosed Liabilities. (a) A copy Copies of the audited consolidated unaudited balance sheet of the Company Business as at December 31, 2005 2013, December 31, 2012 and December 31, 2011, and the related audited consolidated unaudited statement of results of operations and cash flows of the CompanyBusiness (including, together with all related notes for purposes of these financial statements, the Excluded Real Property, the Classified Ventures Business and schedules thereto, accompanied by the report thereon of the Company’s independent auditors Wanderful Media Business) (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company Business as at March 31June 30, 2006 2014 (the “Balance Sheet” and the date of the Balance Sheet, the “Balance Sheet Date”), and the related consolidated statements, unaudited statement of results of operations and cash flows of the CompanyBusiness (including, together with all related notes for purposes of these financial statements, the Excluded Real Property, the Classified Ventures Business and schedules thereto the Wanderful Media Business) (collectively referred to as the “Interim Financial Statements”) ), are attached hereto as Schedule 4.6(a3.5(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) has been prepared based on the books and records of the Company (except as may be indicated in Seller pertaining to the notes thereto)Business, the Excluded Real Property, the Classified Ventures Business and the Wanderful Media Business, (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly presents, in all material respects, the consolidated financial position, position and results of operations and cash flows of the Company Business (which includes, for purposes of this representation, the Excluded Real Property, the Classified Ventures Business and the Wanderful Media Business) as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subjectsubject to the absence of notes and, in the case of the Interim Financial Statements, subject to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be materialadjustments.

Financial Statements; No Undisclosed Liabilities. (a) A copy Attached hereto as Schedule 4.6(a) are copies of (i) the audited consolidated balance sheet sheets of the Company as Sellers at December 3128, 2005 2018 and December 27, 2019 and the related audited consolidated income statement and statement of results of operations and cash flows of for the Companyyears then ended (collectively, together with all related notes and schedules thereto, accompanied by the report thereon of the Company’s independent auditors (collectively referred to as the “Annual Financial Statements”), and (ii) and the unaudited consolidated balance sheet of the Company Sellers as at March 31of November 30, 2006 2020 (the “Interim Balance Sheet”), ) and the related unaudited consolidated statements, results income statement and statement of operations and cash flows of for the Company11-month period then ended (the financial statements described in clause (ii), together with all related notes and schedules thereto (collectively referred to as collectively, the “Interim Financial Statements”) are attached hereto as Schedule 4.6(a) of the Disclosure Schedules). Each of the The Annual Financial Statements and the Interim Financial Statements are referred to collectively as the “Financial Statements.” Except as set forth on Schedule 4.6(a), the Financial Statements (i) has been prepared based on the books and records of the Company (except as may be indicated in the including any related notes thereto), (ii) has have been prepared in accordance with GAAP GAAP, consistently applied on a consistent basis throughout the periods indicated (covered thereby, except as may be indicated in the notes thereto) and (iii) otherwise noted therein, fairly presentspresent, in all material respects, the consolidated financial position, condition and results of operations and cash flows of the Company Sellers as at of the respective dates thereof and for the respective periods indicated thereincovered thereby, except as otherwise noted therein and subject, however, to the absence of notes and other textual disclosure required by GAAP, and in the case of the Interim Financial Statements, to normal and recurring year-end audit adjustments and accruals (the absence effect of notes that which will notnot be materially adverse), individually or in and have been prepared from the aggregate, be materialfinancial books and records of the Sellers.

Financial Statements; No Undisclosed Liabilities. (a) A copy True, complete and correct copies of the audited consolidated unaudited balance sheet of each of the Company Sellers as at of December 31, 2005 2014 and December 31, 2013, and the related audited consolidated statement unaudited statements of results income of operations and cash flows each of the Company, together with all related notes and schedules thereto, accompanied by the report thereon of the Company’s independent auditors Sellers (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet Jxxxxxx Xxxxxxx Master License Historical Profit and Loss statement in connection with the Camuto License Agreement for each of the Company as at March 31, 2006 (the “Balance Sheet”), years 2009–2014 and the related consolidated statements, results of operations and cash flows of the Company, together with all related notes and schedules thereto pro forma for 2015 (collectively referred to as the “Interim Financial Camuto Master License Statements”) ), are attached hereto as Schedule 4.6(a3.7(a) of the Disclosure Schedules. Each Except as set forth on Schedule 3.7(a) of the Disclosure Schedules, the Financial Statements were prepared on a cash tax basis and each of the Financial Statements and the Interim Financial Camuto Master License Statements (i) has are correct and complete in all material respects and have been prepared based on in accordance with the books and records of the Company (except as may be indicated in Sellers and/or the notes thereto)Business, (ii) has have been prepared in accordance with GAAP sound accounting practices applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) indicated, and (iii) fairly presents, present in all material respects, respects the consolidated financial position, position and results of operations and cash flows of the Company Sellers and/or the Business, as at applicable, as of the respective dates thereof and for the respective periods indicated therein; provided, except as otherwise noted therein however, that the Financial Statements do not have any footnotes and subject, in the case of the Interim Financial Statements, may be subject to normal and recurring year-end adjustments audit adjustments. The books of account and financial records of the Sellers and the absence of notes that will notBusiness, individually or as applicable, are true and correct in the aggregate, be materialall material respects and have been prepared and are maintained in accordance with sound accounting practice.

Financial Statements; No Undisclosed Liabilities. (a) A copy Section 7.6 of the Disclosure Schedule sets forth true and complete copies of (i) audited consolidated balance sheet of the Company as at December 31, 2005 2007, and the related audited consolidated income statement and statement of results of operations and changes in cash flows of the CompanyCompany for its fiscal year then ended, together with all related notes and schedules thereto, accompanied by the report reports thereon of the external auditors of the Company’s independent auditors , and (collectively referred to as the “Financial Statements”ii) and the unaudited consolidated balance sheet of the Company as at March July 31, 2006 (the “Balance Sheet”), 2008 and the related consolidated statements, results unaudited income statement and statement of operations and changes in cash flows of the Company, together with Company for the seven months then ended (all related notes and schedules thereto (such financial statements being collectively referred to herein as the “Interim Financial Statements”) are attached hereto as Schedule 4.6(a) of the Disclosure Schedules). Each of the Financial Statements and the Interim The Financial Statements (ia) has been prepared based on are in accordance with the books and records of the Company (except as may be indicated in the notes thereto)Company, (iib) has are true, correct and complete in all material respects and present fairly the financial condition of the Company at the date or dates therein indicated and the results of operations for the period or periods therein specified, and (c) have been prepared in accordance with GAAP generally accepted accounting principles of Korea (“GAAP”) applied on a consistent basis throughout basis. Specifically, but not by way of limitation, the periods indicated Company does not have any debts, liabilities and obligations of any nature, whether due or to become due (including, without limitation, absolute liabilities, accrued liabilities, and contingent liabilities) except as may be indicated reflected on the July 31, 2008 Balance Sheet or that have arisen in the notes thereto) and (iii) fairly presents, in all material respects, the consolidated financial position, results Ordinary Course of operations and cash flows Business of the Company as at since July 31, 2008. The Company has good and marketable title to all assets set forth on the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case balance sheets of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will notexcept for such assets as have been spent, individually sold or transferred in the aggregate, be materialordinary course of business since their respective dates.

Financial Statements; No Undisclosed Liabilities. (a) A copy Except as set forth in Schedule 3.6(a) of the Disclosure Schedule, true and complete copies of the audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2005 2014 and December 31, 2013, and the related audited consolidated statement statements of results of operations income, retained earnings, stockholders’ equity and cash flows changes in financial position of the CompanyCompany and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the report reports thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at March 31June 30, 2006 (the “Balance Sheet”)2015, and the related consolidated statementsstatements of income, results of operations retained earnings, stockholders’ equity and cash flows changes in financial position of the CompanyCompany and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) ), are attached hereto as Schedule 4.6(a3.6(a) of the Disclosure SchedulesSchedule. Each of the Financial Statements and the Interim Financial Statements (i) has are correct and complete in all material respects and have been prepared based on in accordance with the books and records of the Company (except as may be indicated in the notes thereto), and its Subsidiaries; (ii) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ); and (iii) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material.

Financial Statements; No Undisclosed Liabilities. (a) A copy True, complete and correct copies of the audited unaudited consolidated balance sheet of the Company Tenet Contributed Business as at December 31, 2005 2014 and the related audited unaudited consolidated statement of results of operations and cash flows income of the Company, together with all related notes and schedules thereto, accompanied by the report thereon of the Company’s independent auditors Tenet Contributed Business (collectively referred to as the “Tenet Financial Statements”) and the unaudited consolidated balance sheet statement of income of the Company as at March 31Tenet Contributed Business for the two-month period ended February 28, 2006 2015 (the “Balance Sheet”), and the related consolidated statements, results of operations and cash flows of the Company, together with all related notes and schedules thereto (collectively collective referred to as the “Tenet Interim Financial Statements”) are attached hereto as Schedule 4.6(a5.5(a) of the Tenet Disclosure Schedules. Each of the Tenet Financial Statements and the Interim Financial Statements (i) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly presentspresent, in all material respects, the consolidated financial position, position and results of operations and cash flows of the Company Tenet Contributed Business as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subjecttherein. From December 31, 2014 until the date of this Agreement, there has been no material change in the case any accounting policies, principles, methods or practices, including any such change with respect to reserves (whether with respect to bad debts, contingent liabilities or otherwise), of the Interim Financial StatementsTenet Contributed Business, to normal and recurring year-end adjustments and the absence of notes that will except as required by GAAP, or as would not, individually or in the aggregate, be materialhave a Tenet Material Adverse Effect. Each of Tenet Interim Financial Statements (i) have been prepared in good faith by or under the direction of management of Tenet and are derived from the books and records of Tenet, which books and records are the basis of the audited consolidated financial statements of Tenet and (ii) fairly present the financial condition and results of operations and cash flows of the Tenet Contributed Business as of the respective dates thereof and for the periods indicated therein, in each case of (i) and (ii), except as would not, individually or in the aggregate, have a Tenet Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) A copy True and complete copies of (i) the consolidated audited consolidated balance sheet of the Company Seller as at December 31, 2005 2021, and the related audited consolidated statement statements of results of operations and cash flows of the Company, Seller together with all related notes and schedules thereto, accompanied by and (ii) the report thereon consolidated unaudited balance sheet of Seller as at March 31, 2022, June 30, 2022, September 30, 2022, and December 31, 2022 and the Company’s independent auditors related consolidated statements of results of operations and cash flows of Seller together with all related notes and schedules thereto (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company Media Business as at March January 31, 2006 2023 (the “Balance Sheet”), and the related consolidated statements, statements of results of operations and cash flows of the Companyflows, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) ), are attached hereto as Schedule 4.6(aSection 3.11(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (iA) has been prepared based on the books and records of the Company Seller (except as may be indicated in the notes thereto), (iiB) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iiiC) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company Seller as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material.

Financial Statements; No Undisclosed Liabilities. (a) A Prior to the execution of this Agreement, the Company has delivered to Parent true, correct and complete copies of the following financial statements (which are set forth in Section 3.7(a) of the Company Disclosure Schedule): (i) the Company’s consolidated audited balance sheets as of December 31, 2018, 2017 and 2016 and the related consolidated audited statements of income, comprehensive income, stockholders’ equity and cash flows for the fiscal years then ended (the “Company Audited Financial Statements”), together with a true, correct and complete copy of the report on such audited consolidated balance sheet of the Company as at December 31, 2005 and the related audited consolidated statement of results of operations and cash flows of the Company, together with all related notes and schedules thereto, accompanied information by the report thereon of the Company’s independent auditors accountants, and all letters from such accountants with respect to the results of such audits; and (collectively referred to ii) the Company’s consolidated unaudited balance sheets as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company as at March 31June 30, 2006 (the “Balance Sheet”), 2019 and the related consolidated statements, results unaudited statements of operations and cash flows of income for the Company, together with all related notes and schedules thereto six-month period then ended (collectively referred to as the “Interim Company Unaudited Financial Statements”) are attached hereto as Schedule 4.6(a) of the Disclosure Schedules). Each of the The Company Audited Financial Statements and the Interim Company Unaudited Financial Statements are collectively referred to in this Agreement as the “Company Financial Statements”. All such Company Financial Statements (i) has been were prepared based on the books and records of the Company (except as may be indicated in the notes thereto)accordance with GAAP, (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated fairly present (except as may be indicated in the notes thereto) and (iii) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Company Unaudited Financial Statements, to normal and recurring year-end adjustments and the absence of notes that which will not, individually or in the aggregate, be materialmaterially adverse and to the absence of footnote disclosures that, if presented, would not differ materially from those included in the most recent Company Audited Financial Statements) in all material respects its financial condition and results of operations at and as of the respective dates thereof and for the respective periods covered thereby and (iii) are supported by and consistent with the general ledger and detailed trial balances of investment securities, loans and commitments, depositors’ accounts and cash balances on deposit with other institutions, true, correct and complete copies of which have been made available to Parent.

Financial Statements; No Undisclosed Liabilities. (a) A copy of the The audited consolidated balance sheet of the Company and its Subsidiaries as at of December 31, 2005 2011 and 2010, and the related audited consolidated statement statements of results of operations operations, changes in stockholders’ deficit and cash flows of for the Companyyear ended December 31, 2011, the period from February 10, 2010 to December 31, 2010 and the period from September 1, 2011 to December 31, 2011, together with all related notes and schedules thereto, accompanied by the report reports thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited condensed consolidated balance sheet of the Company and its Subsidiaries as at March 31, 2006 2012 (the “Balance Sheet”), and the related condensed consolidated statements, results statements of operations and cash flows of the CompanyCompany and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) are attached hereto as Schedule 4.6(a) of ), have been filed on the Disclosure SchedulesSEC's EXXXX system. Each of the Financial Statements and the Interim Financial Statements (i) has been prepared based on the books and records of the Company and its Subsidiaries (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material.

Financial Statements; No Undisclosed Liabilities. (a) A copy True and complete copies of the audited consolidated balance sheet of the Company as at of December 31, 2005 2016, 2015 and 2014 and the related audited consolidated statement statements of results of operations income, retained earnings, members’ equity and cash flows changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the report reports thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company as at March July 31, 2006 2017 (the “Balance Sheet”), and the related consolidated statements, results monthly statements of operations income and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) ), are attached hereto as Schedule Section 4.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) has have been prepared based on in accordance with the books and records of the Company (except as may be indicated in the notes thereto)Company, (ii) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material, and the absence of footnotes thereto.

Financial Statements; No Undisclosed Liabilities. (a) A copy The Seller Bank has made available to Parent prior to the date hereof copies of (i) the audited consolidated balance sheet sheets of the Company Seller Bank as at of December 31, 2005 2016 and December 31, 2015 and the related audited consolidated statement statements of results of operations operations, changes in shareholders’ equity and cash flows of for the Company, together with all related notes fiscal years then ended and schedules thereto, accompanied by the report thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”ii) and the unaudited consolidated balance sheet of the Company Seller Bank as at of March 31, 2006 2017 (the “Balance SheetSheet Date”), ) and the related consolidated statements, results statement of operations and cash flows of changes in shareholders’ equity for the Companyfiscal quarter then ended (collectively, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) are attached hereto as Schedule 4.6(a) of ). Subject to the Disclosure Schedules. Each of notes thereto, the Financial Statements (A) were derived from and the Interim Financial Statements (i) has been prepared based on consistent with the books and records of the Company (except as may be indicated in the notes thereto)Seller Bank, (iiB) has been prepared were prepared, in all material respects, in accordance with GAAP consistently applied on a consistent basis throughout during the periods indicated (except as may be indicated in the notes thereto) involved and (iiiC) fairly presentspresent fairly, in all material respects, the consolidated financial position, results of operations operations, changes in shareholders’ equity and cash flows of the Company Seller Bank, including the fair values of the assets and liabilities shown therein, as at of the respective dates thereof and for the respective fiscal periods indicated therein, except as otherwise noted therein and subject, referred to in the case of the Interim Financial Statements, subject to normal and recurring year-end adjustments and adjustments. The Seller Bank’s independent public accountants have audited the absence of notes Seller Bank’s year-end financial statements that will not, individually or are in included in the aggregate, be materialFinancial Statements.

Financial Statements; No Undisclosed Liabilities. Absence of Changes. (a) A copy Each Parent has provided to each other Parent (or has otherwise given each other Parent access to) consolidated unaudited financial statements of the audited such Contributed Subsidiaries, including their consolidated balance sheet sheets as of November 25, 2012 (in the Company case of Oracle) or as at December 31of November 30, 2005 2012 (in the case of Watson and the related audited consolidated statement of results of operations and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the report thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”Xxxx) and the unaudited consolidated balance sheet statements of income for the Company as at March 31, 2006 6-month period then ended (the “Balance Sheet”), and the related consolidated statements, results of operations and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”). (b) are attached hereto Each Parent has provided to each other Parent (or has otherwise given each other Parent access to) consolidated unaudited financial statements of such Contributed Subsidiaries, including the combined balance sheets and the combined statements of income as Schedule 4.6(a) of and for each of the Disclosure Schedules. Each of three completed fiscal years ending in May 2010, May 2011 and May 2012 (the “Annual Financial Statements Statements,” and together with the Interim Financial Statements, the “Financial Statements”). (c) Such Financial Statements (i) has been prepared based on were derived from the books and records of the Company (except as may be indicated in the notes thereto)such Parent’s Group, (ii) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) present fairly presents, in all material respects, respects the consolidated financial position, position and results of operations and cash flows of the Company Business of the Contributed Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, - 17 - presented (subject to normal and recurring year-adjustments, which are not material, individually or in the aggregate). (d) Since the end adjustments of the fiscal year ending in May 2012, except as and to the absence extent set forth in such Financial Statements, there have been no Liabilities incurred by the Business of such Contributed Subsidiaries that would be required to be reflected on a balance sheet or in the notes thereto prepared in accordance with GAAP, except for (i) Liabilities incurred since the end of the most recently completed fiscal year of such Parent in the Ordinary Course of Business, (ii) Liabilities that will notwould not reasonably be expected to be, individually or in the aggregate, materially adverse to such Contributed Subsidiary’s Business, or (iii) employee related Liabilities addressed in the Employee Matters Agreement. (e) Except as required or expressly permitted by this Agreement, since the end of the fiscal year ending in May 2012, no event, occurrence or condition has occurred which has been or would reasonably be material.expected to be, individually or in the aggregate, materially adverse to the Business of such Contributed Subsidiaries. 4.09

Financial Statements; No Undisclosed Liabilities. (a) A copy Section 5.6(a) of the Company Disclosure Letter sets forth true and complete copies of (x) the audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2005 2018, and December 31, 2017, and the related audited consolidated statement statements of results of operations income, changes in stockholders’ equity, and cash flows of the Company, together with all related notes Company and schedules thereto, accompanied by its Subsidiaries for the report thereon of the Company’s independent auditors fiscal year then ended (collectively referred to as the “Financial Statements”) and (y) the unaudited consolidated balance sheet of the Company and its Subsidiaries as at March 31September 30, 2006 2019 (the “Balance Sheet”), and the related unaudited consolidated statementsstatements of income, results of operations changes in stockholders’ equity, and cash flows of the Company, together with all related notes Company and schedules thereto its Subsidiaries for the fiscal period then ended (collectively referred to as the “Interim Financial Statements”) are attached hereto ). Except as Schedule 4.6(aset forth on Section 5.6(a) of the Company Disclosure Schedules. Each Letter, each of the Financial Statements and the Interim Financial Statements (i) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ), and (iiiii) fairly presents, in all material respects, the consolidated financial position, position and results of operations and cash flows of the Company and its Subsidiaries (taken as a whole) as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to (A) the absence of footnote disclosures and other presentation items and (B) changes resulting from normal and recurring year-end adjustments adjustments, in the case of each of clauses (A) and the absence (B), none of notes that will notwhich are, individually or in the aggregate, reasonably expected to be materialmaterial to the Company and its Subsidiaries, taken as a whole.

Financial Statements; No Undisclosed Liabilities. (a) A copy True and complete copies of the audited consolidated balance sheet of the Company and its Subsidiaries as at December August 31, 2005 2014, August 31, 2015 and August 31, 2016, and the related audited consolidated statement statements of results of operations income, stockholders’ equity and cash flows of the Companyflows, together with all related notes and schedules thereto, accompanied by the report reports thereon of the Company’s independent auditors auditor (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at March December 31, 2006 (the “Balance Sheet”)2016, and the related consolidated statementsstatements of income, results of operations stockholders’ equity and cash flows of the Companyflows, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) ), are attached hereto as Schedule 4.6(a3.7(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) has are correct and complete in all material respects and have been prepared based on in accordance with the books and records of the Company (except as may be indicated in the notes thereto)and its Subsidiaries, (ii) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material.

Financial Statements; No Undisclosed Liabilities. (a) A copy True and complete copies of (A) the audited consolidated balance sheet sheets of the Company Group on a consolidated basis as at December 31, 2005 2013 and December 31, 2012, and the related audited consolidated statement statements of results of operations income, retained earnings, shareholders’ equity and cash flows of the CompanyCompany Group, together with all related notes and schedules thereto, accompanied by the report reports thereon of the CompanyCompany Group’s independent auditors (collectively referred to as the “2012 and 2013 Annual Financial Statements”), (B) the draft balance sheet of the Company Group on a consolidated basis as at December 31, 2014 and the draft related statements of income, retained earnings, shareholders’ equity and cash flows of the Company Group (together with the 2012 and 2013 Annual Financial Statements, the “Financial Statements”) and (C) the unaudited consolidated balance sheet of the Company Group on a consolidated basis as at March 31February 28, 2006 (the “Balance Sheet”)2015, and the related consolidated statementsstatements of income, results of operations retained earnings, shareholders’ equity and cash flows of the Company, together with all related notes and schedules thereto Company Group (collectively referred to as the “Interim Financial Statements”) ), are attached hereto as Schedule 4.6(aSection 3.6(a) of the Disclosure SchedulesSchedule. Each Except as set forth on Section 3.6(a) of the Disclosure Schedule, each of the Financial Statements and the Interim Financial Statements (i) has are correct and complete in all material respects and have been prepared based on in accordance with the books and records of the Company (except as may be indicated in the notes thereto), Group; (ii) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) indicated; and (iii) fairly presents, in all material respects, present the consolidated financial position, results of operations and cash flows of the Company Group as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material.

Financial Statements; No Undisclosed Liabilities. (a) A copy True and complete copies of the audited consolidated balance sheet sheets of the Company Transferred Companies as at December of March 31, 2005 2013, March 31, 2012 and March 31, 2011, and the related audited consolidated statement statements of results of operations operations, stockholders’ equity (deficit), and cash flows of for the Companyfiscal years then ended, together with all related notes and schedules thereto, accompanied by the report reports thereon of the Company’s independent auditors (collectively referred to as collectively, the “Financial Statements”) and the unaudited consolidated balance sheet of the Company Transferred Companies as at March 31of April 30, 2006 (the “Balance Sheet”)2013, and the related unaudited consolidated statements, results statements of operations and cash flows of for the Companyone-month period then ended (collectively, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) ), are attached hereto as Schedule 4.6(aincluded in Section 3.6(a) of the Disclosure SchedulesSchedule. Each of the Financial Statements and the Interim Financial Statements Statements: (i) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ), and (iiiii) fairly presents, in all material respects, the consolidated financial position, position of the Transferred Companies as of the dates thereof and their respective consolidated results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of the Interim Financial Statements, to normal and recurring year-end audit adjustments and the absence of notes that will not, individually or in the aggregate, be materialmaterial in amount, and the absence of footnote disclosures). The books of account and other financial records of the Company (i) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies, and (ii) have been maintained in accordance with reasonable business and accounting practices, subject, in each case, to the notes to the Financial Statements.

Financial Statements; No Undisclosed Liabilities. The Company’s fiscal year ends on June 30 of each year. The Company has provided Buyer with copies of those reviewed, audited and unaudited Financial Statements listed on Schedule 6.6. The Company will provide additional financial information as soon as available, but no later than fifteen (a15) A copy days after the end of each month through the Closing Date. Each balance sheet of the audited consolidated balance sheet Company, and the notes thereto, contained in the Financial Statements fairly presents all of the assets and liabilities (whether accrued, absolute, contingent or otherwise) of the Company and the financial position of the Company as at December 31, 2005 and the related audited consolidated statement date of results of operations and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the report thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated such balance sheet of the Company as at March 31, 2006 (the “Balance Sheet”), and the related consolidated statements, results of operations and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) are attached hereto as Schedule 4.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with GAAP generally accepted accounting principles consistently applied on a consistent basis throughout the periods indicated (except as may be indicated otherwise provided in the notes thereto or in Schedule 6.6 hereto). Each statement of income, statement of cash flows, operating statement and statement of changes in shareholders’ equity, and the notes thereto, contained in the Financial Statements fairly presents the sales, earnings and results of operations of the Company for the period ending on the date of such statement and has been prepared in accordance with generally accepted accounting principles consistently applied (except as otherwise provided in the notes thereto) and (iii) fairly presents, in all material respects, ); provided that the consolidated unaudited financial position, results of operations and cash flows of the Company as at the respective dates thereof and statements for the respective interim periods indicated thereinafter June 30, except as otherwise noted therein 2005, do not have notes thereto and subjectare subject to changes resulting from normal, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will notwhich, individually alone or in the aggregate, be materialshall not have a material adverse effect on the Company’s operations, assets, properties, condition (financial or otherwise), results or prospects. Except as set forth on Schedule 6.6, there are, and as of the Closing Date there shall be, no existing, material undisclosed liabilities or obligations of the Company of any nature (absolute, accrued, contingent or otherwise) that are not fully reflected or reserved against in the Financial Statements.

Financial Statements; No Undisclosed Liabilities. (a) A copy of the The audited consolidated balance sheet of the Company and its Subsidiaries as at of December 31, 2005 2012 and 2011, and the related audited consolidated statement statements of results of operations operations, changes in stockholders’ equity and cash flows of for the Companyyear ended December 31, 2012, together with all related notes and schedules thereto, accompanied by the report reports thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited condensed consolidated balance sheet of the Company and its Subsidiaries as at of March 31, 2006 2013 (the “Balance Sheet”), and the related condensed consolidated statements, results statements of operations and cash flows of the CompanyCompany and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) are attached hereto as Schedule 4.6(a) of ), have been filed on the Disclosure SchedulesSEC's EXXXX system. Each of the Financial Statements and the Interim Financial Statements (i) has been prepared based on the books and records of the Company and its Subsidiaries (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material.

Financial Statements; No Undisclosed Liabilities. (a) A copy Attached hereto as Section 2.6(a) of the Disclosure Schedule are complete copies of (i) the audited consolidated balance sheet sheets and statements of operations for CWT Travel Holdings, Inc. and its Subsidiaries at and for the Company as at years ended December 31, 2005 2022 and the related audited consolidated statement of results of operations and cash flows of the CompanyDecember 31, together with all related notes and schedules thereto, accompanied by the report thereon of the Company’s independent auditors 2021 (collectively referred to as the “Annual Financial Statements”), (ii) and the unaudited consolidated balance sheet for CWT Travel Holdings, Inc. and its Subsidiaries (the “CWT Travel Interim Balance Sheet”) as of September 30, 2023 and the Company related unaudited statement of operations for the nine-month period then ended and (iii) the preliminary and unaudited consolidated balance sheet for CWT Holdings, LLC and its Subsidiaries (together with the CWT Travel Interim Balance Sheet, collectively, the “Interim Balance Sheet”) as at March of December 31, 2006 2023 (the “Balance SheetSheet Date”), ) and the related consolidated statements, results preliminary and unaudited statement of operations for the twelve-month period then ended (the financial statements described in clause (ii) and cash flows of the Companythis clause (iii), together with all related notes and schedules thereto (collectively referred to as collectively, the “Interim Financial Statements”) are attached hereto as Schedule 4.6(a) of the Disclosure Schedules). Each of the The Annual Financial Statements and the Interim Financial Statements are referred to collectively as the “Financial Statements.” The Financial Statements (i) has been prepared based on the books and records of the Company (except as may be indicated in the including any related notes thereto), ) (iiA) has have been prepared in accordance with GAAP GAAP, consistently applied on a consistent basis throughout the periods indicated (covered thereby, except as may be indicated in the notes thereto) and otherwise noted therein, (iiiB) fairly presentspresent, in all material respects, the consolidated financial position, condition and results of operations and cash flows of the Company Group as at of the respective dates thereof and for the respective periods indicated therein, covered thereby (except as otherwise noted therein and subject, in the case of the Interim Financial Statements, subject to normal and recurring year-end audit adjustments and the absence of notes that will not(which would not be material, individually or in the aggregate, be material) and to the absence of notes and other textual disclosure required by GAAP) (which if presented would not differ materially from those presented in the latest Annual Financial Statements) and (C) have been prepared from the financial books and records of the Company Group.

Financial Statements; No Undisclosed Liabilities. (a) A copy True and complete copies of the audited consolidated balance sheet sheets of the Company Transferred Companies as at December of March 31, 2005 2013, March 31, 2012 and March 31, 2011, and the related audited consolidated statement statements of results of operations operations, stockholders’ equity (deficit), and cash flows of for the Companyfiscal years then ended, together with all related notes and schedules thereto, accompanied by the report reports thereon of the Company’s independent auditors (collectively referred to as collectively, the “Financial Statements”) and the unaudited consolidated balance sheet of the Company Transferred Companies as at March 31of April 30, 2006 (the “Balance Sheet”)2013, and the 15 related unaudited consolidated statements, results statements of operations and cash flows of for the Companyone-month period then ended (collectively, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) ), are attached hereto as Schedule 4.6(aincluded in Section 3.6(a) of the Disclosure SchedulesSchedule. Each of the Financial Statements and the Interim Financial Statements Statements: (i) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ), and (iiiii) fairly presents, in all material respects, the consolidated financial position, position of the Transferred Companies as of the dates thereof and their respective consolidated results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of the Interim Financial Statements, to normal and recurring year-end audit adjustments and the absence of notes that will not, individually or in the aggregate, be material.material in amount, and the absence of footnote disclosures). The books of account and other financial records of the Company (i) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies, and (ii) have been maintained in accordance with reasonable business and accounting practices, subject, in each case, to the notes to the Financial Statements. (b) None of the Transferred Companies has any liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, known or unknown, or due or to become due, that are or would reasonably be expected to be material to the Transferred Companies, taken as a whole, except liabilities and obligations: (i) to the extent accrued or reserved against in the consolidated balance sheet of the Transferred Companies included in the Interim Financial Statements (such balance sheet, together with all related notes and schedules thereto, the “Balance Sheet”), (ii) incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet, which are not individually or in the aggregate materially adverse to the Transferred Companies, (iii) under Material Contracts, other than as a result of a breach or default by a Transferred Company, (iv) under this Agreement or incurred in connection with the transactions contemplated hereby, other than as a result of a breach or default by a Transferred Company, and (v) which are Transaction Expenses. (c) Section 3.6(c) of the Disclosure Schedule sets forth, as of the date of this Agreement, all outstanding Indebtedness of the Transferred Companies. Section 3.7

Financial Statements; No Undisclosed Liabilities. (a) A copy Attached to Schedule 6.08(a) are copies of (i) the audited consolidated balance sheet of the Company WT Intermediate, LLC and its subsidiaries as at of December 31, 2005 2020 and December 31, 2021 and the related audited consolidated statement statements of results of operations operations, members’ equity and cash flows of for the Companyfiscal years ended December 31, together with all related notes 2020 and schedules theretoDecember 31, accompanied by the report thereon of the Company’s independent auditors 2021 (collectively referred to as collectively, the “Year-End Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as at March 31of June 30, 2006 2022 (the “Latest Balance Sheet”), ) and the related unaudited consolidated statements, results statements of operations and cash flows of for the Companysix-month period ended June 30, together 2022 (collectively, with all related notes and schedules thereto (collectively referred to as the Latest Balance Sheet, the “Interim Financial Statements” and collectively with the Year-End Financial Statements, the “Financial Statements”) are attached hereto ). Except as set forth on Schedule 4.6(a) of the Disclosure Schedules. Each of 6.08(a), the Financial Statements (A) fairly present, in all material respects the financial position and results of operations of WT Intermediate, LLC and its subsidiaries (in the case of the Year-End Financial Statements) or the Company and its Subsidiaries (in the case of the Interim Financial Statements (i) has been prepared based on Statements), as the books and records case may be, as of the Company (except as may be indicated in dates and for the notes thereto)periods referred to therein, (iiB) has have been prepared in accordance with GAAP GAAP, consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence lack of notes that will notfootnote disclosures and other presentation items), individually or in and (C) were prepared from the aggregate, be materialbooks and records of the Company and its Subsidiaries.

Financial Statements; No Undisclosed Liabilities. (a) A copy True and complete copies of the audited consolidated balance sheet financial statements of the Company and its Subsidiaries as at December 31, 2005 2015 and the related audited consolidated statement of results of operations and cash flows of the CompanyDecember 31, 2016, together with all related notes and schedules thereto, accompanied by the report reports thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet financial statements of the Company and its Subsidiaries as at March December 31, 2006 2017 and January 31, 2018 (the “Balance Sheet”), Sheet Date” and the related consolidated statements, results of operations and cash flows balance sheet included in such financial statements as of the CompanyBalance Sheet Date, together with all related notes and schedules thereto thereto, the “Balance Sheet”) (collectively collectively, such financial statements referred to as the “Interim Financial Statements”) ), are attached hereto as Schedule 4.6(a3.7(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) has are correct and complete in all material respects and have been prepared based on in accordance with the books and records of the Company (except as may be indicated in the notes thereto)and its Subsidiaries, (ii) has have been prepared in accordance with the Companies Xxx 0000 and UK GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ), and (iii) fairly presents, in all material respects, give a true and fair view of the consolidated financial position, results state of operations and cash flows affairs of the Company and its Subsidiaries and of their assets and liabilities as at the respective dates thereof and for the respective financial periods indicated therein and of the profits and losses and income of the Company and its Subsidiaries for the respective financial periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material.

Financial Statements; No Undisclosed Liabilities. (a) A copy True and complete copies of the audited consolidated balance sheet of the Company as at December March 31, 2005 2012, March 31, 2011 and March 31, 2010, and the related audited consolidated statement statements of results of operations income, retained earnings, stockholders’ equity and cash flows changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the report reports thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company as at March 31February 28, 2006 (the “Balance Sheet”)2013, and the related consolidated statements, results statements of operations and cash flows income of the Company, together with all related notes and schedules thereto Company for the eleven month period then ended (collectively referred to as the “Interim Financial Statements”) ), are attached hereto as Schedule 4.6(a3.7(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) has are correct and complete in all material respects and have been prepared based on in accordance with the books and records of the Company (except as may be indicated in the notes thereto)Company, (ii) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the any notes thereto) and applicable Law on good accounting practices, subject, in the case of the Interim Financial Statements, which shall not have any related notes and schedules thereto and to the exceptions contained in Schedule 2.3(a), and (iii) fairly presents, present in all material respects, respects the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material. The statements of income contained in the Financial Statements and the Interim Financial Statements do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business consistent with past practice, except as expressly specified therein.

Financial Statements; No Undisclosed Liabilities. (a) A copy True and complete copies of the audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2005 2019, December 31, 2018, December 31, 2017, and the related audited consolidated statement statements of results of operations operations, stockholders’ equity and cash flows of the CompanyCompany and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the report thereon of the Company’s independent auditors thereto (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at March 31February 28, 2006 (the “Balance Sheet”)2021, and the related consolidated statementsstatements of operations, results of operations stockholders’ equity and cash flows of the CompanyCompany and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) ), are attached hereto as Schedule 4.6(a3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) has have been prepared based on in accordance with the books and records of the Company (except as may be indicated in the notes thereto), and its Subsidiaries; (ii) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ); and (iii) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material.

Financial Statements; No Undisclosed Liabilities. (a) A copy of the audited consolidated balance sheet of the Company as at December 31, 2005 The Financial Statements have been made available to Buyer and the related audited consolidated statement of results of operations and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the report thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company as at March 31, 2006 (the “Balance Sheet”), and the related consolidated statements, results of operations and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) are attached hereto as Schedule 4.6(aincluded in Section 3.6(a) of the Seller Disclosure Schedules. Each of the Financial Statements and the Interim The Financial Statements (i) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly presentspresent, in all material respects, the consolidated combined financial position, position and results of operations and cash flows of the Company and the Business as at of the respective dates thereof indicated therein and for the respective periods indicated thereincovered thereby, and (ii) were prepared in good faith and derived from the financial reporting systems and the consolidated financial statements of Seller, which consolidated financial statements of Seller were prepared in accordance with GAAP, applied consistently throughout the periods covered thereby, except as otherwise noted therein and subjectthat the Financial Statements (A) may not necessarily adequately reflect the conditions that would have existed or the results of operations that would have been achieved if the Business had been operated solely by the Company on a stand-alone basis during the periods presented, in (B) reflect certain reasonable allocations of costs of Seller attributable to the case of Business that may not adequately reflect what would have been incurred if the Interim Financial StatementsCompany had operated the Business on a stand-along basis during such periods, (C) may be subject to normal and recurring year-end adjustments and (D) do not include footnotes and other presentation items. Neither the absence of notes that will not, individually Company nor the Business has maintained any off-the-book accounts or in the aggregate, be materialentered into any transactions for any off balance sheet activity.

Financial Statements; No Undisclosed Liabilities. (a) A copy of the audited consolidated balance sheet The financial statements of the Company as at December 31, 2005 and included or incorporated by reference in the related audited consolidated statement of results of operations and cash flows of Company SEC Documents (the Company, together with all related notes and schedules thereto, accompanied by the report thereon of the Company’s independent auditors (collectively referred to as the “"Company Financial Statements”") and the unaudited consolidated balance sheet of the Company as at March 31, 2006 (the “Balance Sheet”), and the related consolidated statements, results of operations and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) are attached hereto as Schedule 4.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (ii) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated therein or in the notes thereto) and (iii) fairly presents, present in all material respects, respects the consolidated financial position, results position of operations the Company and cash flows the consolidated Subsidiaries of the Company as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of the Interim Financial Statementsany unaudited interim financial statements, to normal and recurring year-end adjustments and any other adjustments described therein). Since September 30, 1998, neither the absence Company nor any of notes the Company's Subsidiaries has incurred any liabilities or obligations of any nature, whether or not accrued, absolute, contingent or otherwise, that will notwould have a Material Adverse Effect, individually other than liabilities (i) disclosed on Schedule 5.10, or the Company SEC Documents filed prior to the date of this Agreement (all of which have been furnished to the Purchasers), (ii) adequately provided for in the aggregateCompany Financial Statements or disclosed in any related notes thereto (all of which have been furnished to the Purchasers), (iii) not required under GAAP to be materialreflected in the Company Financial Statements, or disclosed in any related notes thereto, (iv) incurred in connection with this Agreement or the other Transaction Documents, or (v) incurred in the ordinary course of business.

Financial Statements; No Undisclosed Liabilities. (a) A copy True and complete copies of the audited consolidated balance sheet of the Company and the Company Affiliates as at December 31, 2005 2004, 2005, 2006, and the related audited consolidated statement statements of results income, retained earnings, stockholders’ equity and statements of operations and cash flows of the CompanyCompany and the Company Affiliates, together with all related notes and schedules thereto, accompanied by the report reports thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company and the Company Affiliates as at March August 31, 2006 2007 (the “Balance SheetSheet Date”), and the related consolidated statementsstatements of income, results of operations retained earnings, stockholders’ equity and cash flows changes in financial position of the CompanyCompany and the Company Affiliates, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) are attached hereto as Schedule 4.6(aSection 3.6(a) of the Disclosure SchedulesLetter. Each of the Financial Statements and the Interim Financial Statements (i) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (ii) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ); and (iiiii) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and the Company Affiliates as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will notwould not reasonably be expected to be, individually or in the aggregate, be material.

Financial Statements; No Undisclosed Liabilities. Schedule 4.05 contains the following (a) A copy of the audited consolidated balance sheet of the Company as at December 31collectively, 2005 and the related audited consolidated statement of results of operations and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the report thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”): (i) and the unaudited consolidated balance sheet management accounts of the Company as at March for the year ended December 31, 2006 2010, the statutory accounting form for the Company for the year ended December 31, 2010, and the reconciliation of the account results as of December 31, 2010 (the “Balance Sheet2010 Financial Statements”), ; and (ii) the related consolidated statements, results of operations and cash flows unaudited management accounts of the CompanyCompany for the seven-month period ended as of July 31, together with all related notes and schedules thereto 2011 (collectively referred to as the “Interim Financial Statements”) are attached hereto ). Except as Schedule 4.6(a) of the Disclosure Schedules. Each of set forth in the Financial Statements and including any notes thereto, the Interim Financial Statements (i) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (ii) has have been prepared in accordance with GAAP applied and in accordance with the Company’s past practice (to the extent consistent with GAAP) on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly presentspresent, in all material respects, the consolidated financial position, position and results of operations and cash flows of the Company as at of the respective dates thereof and for the respective periods indicated thereincovered thereby. The books of account and minute books of the Company, except as otherwise noted therein complete and subjectcorrect copies of which have been made available to Buyer or, in the case of the Interim Financial Statementselectronic records, to normal which Buyer has been permitted to access, prior to the date hereof, are complete and recurring year-end adjustments correct in all material respects and the absence of notes that will not, individually or have been maintained in accordance with sound business practices. Except for liabilities and obligations incurred in the aggregateordinary course of business since July 31, 2011, the Company has not incurred any liabilities or obligations (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when or by whom asserted) that, taken as a whole, (i) would be materialrequired to be disclosed, reflected or reserved against in a balance sheet of the Company (including the related notes thereto, where applicable) prepared in accordance with GAAP, applied on a consistent basis, or (ii) would have a Material Adverse Effect on the Company.

Financial Statements; No Undisclosed Liabilities. (a) A copy Attached to Section 3.5(a) of the audited consolidated balance sheet Disclosure Schedule are complete copies of (i) the unaudited schedules of EBITDA (earnings before interest, taxes, depreciation and amortization) and capital expenditures of the Company as at Companies and their Subsidiaries for the calendar years ended December 31, 2005 2010, 2011 and 2012 and the balance sheets as of December 31, 2012 (the “Unaudited Financial Statements”), and the unaudited financial statements consisting of the balance sheets of the Companies and their Subsidiaries as of March 31, 2013 and the related audited consolidated statement statements of results of operations income for the three (3) month period then ended (the “Interim Financial Statements” and cash flows of the Company, together with all related notes and schedules theretothe Unaudited Financial Statements, accompanied by the report thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company as at March 31, 2006 (the “Balance Sheet”), and the related consolidated statements, results of operations and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) are attached hereto as Schedule 4.6(a) of the Disclosure Schedules. Each of the The Financial Statements and the Interim Financial Statements (i) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (ii) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly presentsperiod involved, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments adjustments. The Financial Statements present fairly, in all material respects, the combined financial position and operating results of the Companies and their Subsidiaries, as of the date thereof and for the period covered thereby. The Financial Statements have been derived from the consolidated financial statements and accounting records of Parent, using the historical results of operations and the absence historical basis of notes assets and liabilities of the Companies and their Subsidiaries, and may not necessarily be indicative of the conditions that will notwould have existed or the results of operations if the Companies and their Subsidiaries had been operated as an unaffiliated enterprise. The balance sheets of the Companies and their Subsidiaries as of December 31, individually or 2012 are referred to as the “Balance Sheets” and the date thereof as the “Balance Sheet Date”. The Companies and their Subsidiaries maintains a standard system of accounting established and administered in the aggregate, be materialaccordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) A copy True and complete copies of the audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2005 2009, and the related audited consolidated statement statements of results of operations income, retained earnings, stockholders’ equity and cash flows changes in financial position of the CompanyCompany and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the report reports thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at March 31November 30, 2006 (the “Balance Sheet”), 2010 and the related consolidated statementsstatements of income, results of operations retained earnings, stockholders’ equity and cash flows changes in financial position of the Company, together with all related notes Company and schedules thereto its Subsidiaries (collectively referred to as the “Interim Financial Statements”) ), are attached hereto as Schedule 4.6(aSection 3.6(a) of the Disclosure SchedulesLetter. Each of the Financial Statements and the Interim Financial Statements (i) has are correct and complete in all material respects and have been prepared based on in accordance with the books and records of the Company (except as may be indicated in the notes thereto), and its Subsidiaries; (ii) has except as set forth on Section 3.6(a) of the Disclosure Letter, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) indicated; and (iii) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, not be material.

Financial Statements; No Undisclosed Liabilities. (a) A copy Medeor has made available to the Company true, complete and correct copies of the audited Medeor’s (i) unaudited consolidated balance sheet sheets as of the Company as at December 31June 30, 2005 2013 and the related audited June 30, 2012, and unaudited consolidated statement statements of results of operations income and cash flows of for the Companyyears ended June 30, together with all related notes 2012 and schedules thereto, accompanied by the report thereon of the Company’s independent auditors 2013 (collectively referred to as the “Medeor Annual Financial Statements”) and the (ii) an unaudited consolidated balance sheet of the Company as at March 31, 2006 Medeor (the “Medeor Balance Sheet”)) as of September 30, 2013 (the “Medeor Balance Sheet Date”) and the related unaudited consolidated statements, results statements of operations income and cash flows of for the Company, three-month period then ended (together with all related notes the Medeor Balance Sheet, the “Medeor Interim Financial Information”). The Medeor Interim Financial Information and schedules thereto (the Medeor Annual Financial Statements are collectively referred to herein as the “Interim Medeor Financial Statements”) are attached hereto as Schedule 4.6(a) of the Disclosure Schedules. Each of the .” The Medeor Financial Statements and the Interim Financial Statements (i) has have been prepared based on from, and in accordance with, the information contained in the books and records of the Company (except as may be indicated in the notes thereto)Medeor, (ii) has which have been prepared regularly kept and maintained in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) Medeor’s normal and (iii) customary practices and applicable accounting practices and fairly presentspresent, in all material respects, the consolidated financial position, condition of Medeor as of the dates thereof and results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated referred to therein, and have been prepared in accordance with GAAP, consistently applied throughout the periods indicated, except (a) as otherwise noted stated therein and subject, in the case of the Interim Financial Statements, to (b) for such normal and recurring year-end adjustments adjustment (which will not be material); and (c) the absence of notes that will not, individually or in the aggregate, be materialas required by GAAP.

Financial Statements; No Undisclosed Liabilities. (a) A copy The Company has delivered to the Buyer copies of (i) the audited consolidated balance sheet of the Company as at of January 3, 2015, December 3128, 2005 2013 and December 29, 2012 and the related audited consolidated statement of results statements of operations and comprehensive income, members’ deficit and cash flows of the CompanyCompany for each of the years then-ended, together with all related notes and schedules thereto, accompanied by the report thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”), and (ii) and the unaudited consolidated balance sheet of the Company as at March 31of September 30, 2006 2015 (the “Balance Sheet”), ) and the related consolidated statementsstatements of operations, results of operations comprehensive income, members’ deficit and cash flows of the Company, together with all related notes and schedules thereto Company for the nine (9) month period then-ended (collectively referred to as with the Balance Sheet, the “Interim Financial Statements”) are attached hereto as Schedule 4.6(a) of the Disclosure Schedules). Each of the The Financial Statements and the Interim Financial Statements (i) has have been prepared based on derived from the books and records of the Company (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and its Subsidiaries (except as may be indicated in the notes thereto) and (iii) were prepared in accordance with GAAP and fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries, as at the respective dates thereof and for the respective periods indicated therein, except as may otherwise be noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and adjustments, the absence of notes that will not, individually or in the aggregate, be materialand any other adjustments described therein.

Financial Statements; No Undisclosed Liabilities. (a) A copy Sellers have made available to Purchaser prior to the date hereof copies of the Acquired Companies’ audited consolidated financial statements consisting of the consolidated balance sheet of the Company Acquired Companies as at of December 3131 in each of the years 2016, 2005 2017 and 2018 and the related audited consolidated statement statements of results of operations comprehensive income (loss), changes in stockholders’ equity and cash flows for the years then ended (the “Audited Financial Statements”), and unaudited consolidated financial statements consisting of the Companyconsolidated balance sheet of the Acquired Companies as of March 31, 2019 and the related consolidated statements of income and cash flows for the three-month period then ended (the “Interim Financial Statements” and together with all related notes and schedules theretothe Audited Financial Statements, accompanied by the report thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company as at March 31, 2006 (the “Balance Sheet”), and the related consolidated statements, results of operations and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) are attached hereto as Schedule 4.6(a) of the Disclosure Schedules. Each of the The Financial Statements and the Interim Financial Statements (i) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (ii) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly presentsperiod involved, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes that will not(that, individually or if presented, would not differ materially from those presented in the aggregateAudited Financial Statements). The Financial Statements are based on the books and records of the Acquired Companies, be materialand fairly present, in all material respects, the financial condition of the Acquired Companies as of the respective dates they were prepared and the results of the operations of the Acquired Companies for the periods indicated. The Acquired Companies maintain a standard system of accounting established and administered in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) A copy True and complete copies of the audited consolidated balance sheet of the Company and its Subsidiaries as at December 31February 24, 2005 2013, and the related audited consolidated statement statements of results of operations income, retained earnings, shareholders’ equity and cash flows changes in financial position of the CompanyCompany and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the report reports thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at March 31November 24, 2006 2013 (the “Balance Sheet”), and the related consolidated statementsstatements of income, results of operations retained earnings, shareholders’ equity and cash flows changes in financial position of the CompanyCompany and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) ), are attached hereto as Schedule 4.6(aSection 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) has been prepared based on the books and records of the Company and its Subsidiaries (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly presents, present in all material respects, respects the consolidated financial position, results of operations and cash flows position of the Company as and its Subsidiaries at the respective dates thereof and the results of their operations and cash flows for the respective periods indicated therein, except as otherwise noted therein and subject, indicated. There are no unconsolidated Subsidiaries of the Company or off-balance sheet arrangements that have not been so described in the case of the Financial Statements and Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be materialStatements as applicable.

Financial Statements; No Undisclosed Liabilities. (a) A copy Section 3.8.1 The Company has delivered to Parent true, complete and correct copies of the Company's (i) audited consolidated balance sheet sheets as of the Company as at December 31, 2005 2003 and the related December 31, 2004, and audited consolidated statement statements of results of operations income and cash flows of for the Companyyears ended December 31, together with all related notes 2002, 2003 and schedules thereto, accompanied by 2004 (the report thereon of the Company’s independent auditors (collectively referred to as the “"Annual Financial Statements”") and the (ii) an unaudited consolidated balance sheet of the Company as at March 31, 2006 (the “"Balance Sheet”)") as of September 30, 2005 (the "Balance Sheet Date") and the related unaudited consolidated statements, results statements of operations income and cash flows of for the Company, nine-month period then ended (together with all related notes the Balance Sheet, the "Unaudited Financial Information"). The Unaudited Financial Information and schedules thereto (the Annual Financial Statements are collectively referred to herein as the “Interim "Financial Statements”) are attached hereto as Schedule 4.6(a) of the Disclosure Schedules. Each of the ." The Financial Statements and the Interim Financial Statements (i) has have been prepared based on from, and in accordance with, the information contained in the books and records of the Company (except as may be indicated in the notes thereto)Company, (ii) has which have been prepared regularly kept and maintained in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) Company's normal and (iii) customary practices and applicable accounting practices and fairly presentspresent, in all material respects, the consolidated financial position, condition of the Company as of the dates thereof and results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated referred to therein, and have been prepared in accordance with GAAP, consistently applied throughout the periods indicated, except as otherwise noted stated therein and subject, or in the case of notes thereto and with respect to the Interim Unaudited Financial StatementsInformation, which are subject to normal and recurring year-end adjustments and the absence of notes that adjustment (which will not, individually or in the aggregate, not be material) and do not include notes as required by GAAP.

Financial Statements; No Undisclosed Liabilities. (a) A copy True and complete copies of the audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2005 2012 and the related audited consolidated statement statements of results of operations income, retained earnings, stockholders’ equity and cash flows changes in financial position of the CompanyCompany and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the report reports thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at March 31June 30, 2006 (the “Balance Sheet”)2013, and the related consolidated statementsstatements of income, results of operations retained earnings, stockholders’ equity and cash flows changes in financial position of the CompanyCompany and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) ), are attached hereto as Schedule 4.6(a3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) has have been prepared based on in all material respects in accordance with the books and records of the Company (except as may be indicated in the notes thereto), and its Subsidiaries; (ii) has have been prepared in all material respects in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) thereto and except for, in the case of the Interim Financial Statements, the omission of notes or normal year-end audit adjustments); and (iii) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be materialaudit adjustments.

Financial Statements; No Undisclosed Liabilities. 3.5.1. The Company has furnished the Buyer with copies of: (a) A copy of the audited consolidated balance sheet of the Company Seller and its Subsidiaries as at of December 31, 2005 2016, and the related audited consolidated statement statements of results of operations income and cash flows of the Company, together with all related notes Seller and schedules thereto, accompanied by its Subsidiaries for the report thereon of the Company’s independent auditors fiscal year then ended (collectively referred to as the “Annual Financial Statements”), and (b) and the unaudited consolidated balance sheet of the Company Seller and its Subsidiaries as at March of July 31, 2006 2017 (respectively, the “Reference Balance Sheet,” and the “Reference Balance Sheet Date”), ) and the related consolidated statements, results statement of operations and cash flows income of the Company, together with all related notes Seller and schedules thereto its Subsidiaries for such eight month period (collectively referred to as the “Interim Financial Statements” and, collectively with the Annual Financial Statements, the “Financial Statements”) are attached hereto as Schedule 4.6(a) of the Disclosure Schedules). Each of the Financial Statements and the Interim The Financial Statements (i) has been prepared based on present fairly in all material respects the books and records financial position of the Company (except Seller and its Subsidiaries and the results of operations of the Seller and its Subsidiaries as may be indicated in of the notes thereto), respective dates thereof and for the periods covered thereby and (ii) has been were prepared in all material respects in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly presentscovered thereby, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be materialnotes.

Financial Statements; No Undisclosed Liabilities. (a) A copy True and complete copies of the audited consolidated balance sheet of the Company Companies and their respective Subsidiaries as at December 31, 2005 2018, and the related related, audited consolidated statement statements of results of operations income, retained earnings, stockholders’ equity and cash flows changes in financial positions of the CompanyCompanies and their respective Subsidiaries, together with all related notes and schedules thereto, accompanied by the report reports thereon of the Company’s Companies’ independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company Companies and their respective Subsidiaries as at March December 31, 2006 2019 (the “Balance Sheet”), and the related consolidated statements, results statements of operations profits and cash flows of the Company, together with all related notes and schedules thereto losses (collectively referred to as the “Interim Financial Statements”) ), are attached hereto as Schedule 4.6(aSection 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) has are correct and complete in all material respects and have been prepared based on in accordance with the books and records of the Company (except as may be indicated in the notes thereto), Companies and their respective Subsidiaries; (ii) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ); and (iii) fairly presentspresent, in all material respectsrespects (or in the case of the English Companies, present a “true and fair view” (such term as used in the UK Companies Xxx 0000, as amended) of) the consolidated financial position, results of operations and cash flows of the Company Companies and their respective Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material.

Financial Statements; No Undisclosed Liabilities. (a) A copy The Company has delivered to Acquiror copies of the audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2005 2003, 2004 and 2005, and the related audited consolidated statement statements of results of operations operations, changes in stockholders' equity and cash flows of the CompanyCompany and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the report reports thereon of the Company’s 's independent auditors (collectively referred to as the “"Financial Statements”") and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at March 31June 30, 2006 (the “"Balance Sheet”"), and the related consolidated statementsstatements of operations, results of operations changes in stockholders' equity and cash flows of the CompanyCompany and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the “"Interim Financial Statements”) are attached hereto as Schedule 4.6(a) of the Disclosure Schedules"). Each of the Financial Statements and the Interim Financial Statements (i) has been prepared based on the books and records of the Company and its Subsidiaries (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to the absence of notes and normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material.

Financial Statements; No Undisclosed Liabilities. (a) A copy Copies of the audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2005 2016, and the related audited consolidated statement statements of results of operations income and cash flows and changes in shareholders’ equity of the Company, together with all related notes Company and schedules thereto, accompanied by the report thereon of the Company’s independent auditors its Subsidiaries (collectively referred to as the “Audited Financial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at March 31November 30, 2006 2017 (the “Balance Sheet”), and the related consolidated statements, results statements of operations income and cash flows of the CompanyCompany and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”) ), are attached hereto as Schedule 4.6(a) of the Disclosure Schedules. Each of the The Financial Statements are complete and the Interim Financial Statements (i) has been correct and were prepared based on the Company’s books and records in accordance with the past practice of the Company (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) its Subsidiaries and fairly presentspresent, in all material respects, the consolidated financial position, position and results of operations and cash flows of the Company and its Subsidiaries as at the their respective dates thereof and for the respective periods indicated thereintherein in accordance with GAAP, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to immaterial normal and recurring year-end adjustments and the absence of notes that will not, individually notes. No financial statements of any Person other than a Racecar Company or USI Construction Services were required by GAAP to be included in the aggregate, be materialFinancial Statements.

Financial Statements; No Undisclosed Liabilities. (a) A copy True, complete and correct copies of the audited consolidated balance sheet statutory annual statements of the Company as at for the years ended December 31, 2005 2018, 2019 and 2020, in each case, as filed with the related audited consolidated statement New York State Department of results of operations and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the report thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company as at March 31, 2006 Services (the “Balance SheetDFS”), and the related consolidated statementsstatements of operations, results of operations stockholders’ equity and cash flows of the CompanyCompany for the fiscal years ended December 31, together with all related notes 2018, 2019 and schedules thereto 2020 (collectively referred to as collectively, the “Interim Financial Statements”) are attached hereto as Schedule 4.6(a) of the Disclosure Scheduleshave been made available to Purchaser. Each of the The Financial Statements were, and the Interim any Additional Financial Statements (i) has will have been as of Closing, prepared based on from the books of account and other financial records of the Company (except Company, as may be indicated in the notes thereto)applicable, (ii) has been and were prepared in accordance with GAAP SAP consistently applied on a consistent basis throughout during the periods indicated (involved except as may be indicated in the notes thereto) otherwise noted therein. The Financial Statements and (iii) Additional Financial Statements fairly presentspresent, in all material respects, the consolidated statutory financial position, position and the results of operations and cash flows of the Company as Company, at the respective dates thereof dates, and for the respective periods indicated thereinperiods, except as otherwise noted presented therein and (subject, in the case of the Interim unaudited Additional Financial Statements, to changes resulting from normal and recurring year-end adjustments and the absence of notes that will audit adjustments, which are not, individually or in the aggregate, be material, and to the absence of certain footnotes). No deficiency has been asserted by the DFS with respect to any Financial Statements or any Additional Financial Statements. As of their respective filing dates, the Financial Statements and any Additional Financial Statements complied in all material respects with all requirements of applicable Law.

Financial Statements; No Undisclosed Liabilities. (a) A copy of the audited consolidated balance sheet of the The Company as at December 31has made available to Medeor true, 2005 complete and the related audited consolidated statement of results of operations and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the report thereon correct copies of the Company’s independent auditors (collectively referred to i) unaudited consolidated balance sheets as of December 31, 2012 and unaudited consolidated statements of income and cash flows for the years ended December 31, 2012 (the “Company Annual Financial Statements”) and the (ii) an unaudited consolidated balance sheet of the Company as at March 31, 2006 (the “Company Balance Sheet”)) as of September 30, 2013 (the “Company Balance Sheet Date”) and the related unaudited consolidated statements, results statements of operations income and cash flows of for the Company, nine-month period then ended (together with all related notes the Company Balance Sheet, the “Company Interim Financial Information”). The Company Interim Financial Information and schedules thereto (the Company Annual Financial Statements are collectively referred to herein as the “Interim “ Company Financial Statements”) are attached hereto as Schedule 4.6(a) of the Disclosure Schedules. Each of the .” The Company Financial Statements and the Interim Financial Statements (i) has have been prepared based on from, and in accordance with, the information contained in the books and records of the Company (except as may be indicated in the notes thereto)Company, (ii) has which have been prepared regularly kept and maintained in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) Company’s normal and (iii) customary practices and applicable accounting practices and fairly presentspresent, in all material respects, the consolidated financial position, condition of the Company as of the dates thereof and results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated referred to therein, and have been prepared in accordance with GAAP, consistently applied throughout the periods indicated, except (a) as otherwise noted stated therein and subject, in the case of the Interim Financial Statements, to (b) for such normal and recurring year-end adjustments adjustment (which have not been and will not be material); and (c) the absence of notes that will not, individually or in the aggregate, be materialas required by GAAP.

Financial Statements; No Undisclosed Liabilities. (a) A copy Attached as Schedule 5.07(a) are copies of (i) the audited consolidated combined balance sheet of the Company and its Subsidiaries as at of December 31, 2005 2016 and the related audited consolidated statement statements of results of operations income and cash flows of for the Companyfiscal year ended December 31, together with all related notes and schedules thereto, accompanied by 2016 (the report thereon of the Company’s independent auditors (collectively referred to as the “"Year-End Financial Statements”") and (b) the unaudited consolidated combined balance sheet of the Company and its Subsidiaries as at March 31of February 28, 2006 2017 (the “"Latest Balance Sheet”), ") and the related consolidated statements, results statements of operations income and cash flows of for the Companytwo-month period ended February 28, together 2017 (collectively, with all related notes and schedules thereto (collectively referred to as the “Latest Balance Sheet, the "Interim Financial Statements”) are attached hereto as Schedule 4.6(a) of " and collectively with the Disclosure SchedulesYear-End Financial Statements, the "Financial Statements"). Each of the The Year-End Financial Statements and the Interim Financial Statements (i) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly presentspresent, in all material respects, the consolidated combined financial position, position and results of operations and cash flows of the Company and its Subsidiaries, as at applicable, as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted referred to therein and subjecthave been prepared in accordance with GAAP consistently applied. The Interim Financial Statements fairly present, in all material respects, the case combined financial position and results of operations of the Company and its Subsidiaries, as applicable, as of the dates and for the periods referred to therein and have been prepared in accordance with GAAP, consistently applied, subject to the Company and its Subsidiaries' historical past practices (including audit adjustments to non-cash items at year-end, which adjustments include goodwill and deferred Taxes), and the Interim Financial Statements, to normal Statements do not contain footnote disclosures and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be materialother presentation items.

Financial Statements; No Undisclosed Liabilities. (a) A copy True and complete copies of the audited consolidated reviewed balance sheet of the Company Seller Companies and the Business as at of December 31, 2005 2013 and the related audited consolidated statement reviewed statements of results of operations income and cash flows of the CompanySeller Companies and the Business for the fiscal year then ended, together with all related notes and schedules thereto, accompanied by the report any reports thereon of the Company’s independent auditors Seller Companies’ external financial reviewer (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company Business as at March 31of June 30, 2006 (the “Balance Sheet”)2014, and the related consolidated statements, results statements of operations income and cash flows of the Companyflows, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) ), are attached hereto as Schedule 4.6(a3.6(a) of the Seller Disclosure Schedules attached hereto (collectively, the “Seller Disclosure Schedules”). Each of the Financial Statements and the Interim Financial Statements (i) has are correct and complete and have been prepared based on in accordance with the books and records of the Company (except as may be indicated in Seller Companies pertaining to the notes thereto)Business, (ii) has have been prepared in accordance with GAAP sound accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ), and (iii) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows of the Company Seller Companies and the Business as at of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will are not, individually or in the aggregate, be material.

Financial Statements; No Undisclosed Liabilities. Section 4(b) of Seller Disclosure Schedules sets forth (ai) A copy of the audited consolidated balance sheet of the Company Seller as at December 31of, 2005 and the related audited consolidated statement of results statements of operations and cash flows income / (loss) and stockholder’s equity for Seller for, the fiscal year ended June 30, 2010, and (ii) the unaudited balance sheet of Seller as of the Companyfive-month period ended November 30, together with all related notes and schedules thereto, accompanied by the report thereon of the Company’s independent auditors 2010 (collectively referred to as the “Financial StatementsReference Date Balance Sheet”) and the unaudited consolidated balance sheet related statement of the Company as at March 31operations for such period ((i) and (ii) collectively, 2006 (the “Balance SheetSeller Financial Statements”), . The unaudited Seller Financial Statements have been prepared on a basis consistent with the audited statements and presented without separate footnotes. Seller Financial Statements have been derived from Seller’s accounting books and records and present fairly in all material respects the related consolidated statements, results of operations and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) are attached hereto as Schedule 4.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (i) has been prepared based on the books and records of the Company (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for Seller for the respective periods indicated thereincovered thereby, in each case in accordance with GAAP, consistently applied, except as otherwise noted therein and subject, provided in Seller Financial Statements or on Section 4(b) of Seller Disclosure Schedules. Except as set forth in the case of the Interim Seller Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually Statements or in the aggregateSeller Disclosure Schedules, be materialto its Knowledge, Seller has no liabilities or obligations, either accrued, contingent or otherwise, related to or arising from the Business which are not reflected in (i) the Reference Date Balance Sheet or (ii) this Agreement or the Schedules hereto, except as have been incurred in the ordinary course of business since the Reference Date.

Financial Statements; No Undisclosed Liabilities. (a) A copy True, complete and correct copies of the audited unaudited consolidated balance sheet of the Company Transferred Group as at December 31, 2005 2012 and the related audited unaudited consolidated statement of results of operations and cash flows income of the Company, together with all related notes and schedules thereto, accompanied by Transferred Group for the report thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”) 12 month period then ended and the unaudited consolidated balance sheet of the Company Transferred Group as at March October 31, 2006 2013 (the “Balance Sheet”), and the related consolidated statements, results statement of operations and cash flows income of the CompanyTransferred Group for the ten month period then ended, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) ), are attached hereto as Schedule 4.6(a3.7(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim The Financial Statements (i) has have been prepared based on the books and records of the Company Transferred Group (except as may be indicated in the notes thereto), (ii) has have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly presentspresent, in all material respects, the consolidated financial position, statements of income, retained earnings, results of operations and cash flows of the Company Transferred Group as at the respective dates thereof and for the respective periods indicated thereintherein in accordance with GAAP applied on a consistent basis, except (w) as otherwise noted therein and reflected in the Financial Statements, including the statements attached as Schedule 3.7(a) of the Disclosure Schedules, (x) subject, in the case of the Interim Financial Statementsinterim financial statements, to normal and recurring year-end adjustments and the absence of notes that will notare not reasonably expected to be, individually or in the aggregate, material in amount, (y) that the Financial Statements do not contain all footnotes required to be materialincluded in audited financials and (z) that the corporate allocations of the Seller services were calculated in good faith by the Seller but may not reflect the entirety of all services provided by the Seller or the amount of resources that Buyer will need to dedicate to such services.

Financial Statements; No Undisclosed Liabilities. (a) A copy of The Company has delivered to the audited consolidated balance sheet of Purchaser, and Purchaser acknowledges the Company as at December 31receipt of, 2005 true, correct and the related audited consolidated statement of results of operations and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the report thereon complete copies of the Company’s independent auditors audited consolidated balance sheets as of December 31, 2011, and 2012, and the audited consolidated statements of income for the years ended December 31, 2011, and 2012 (the “Annual Financial Statements”), the Interim Financial Statements for the Quarter ending June 30, 2013 (collectively, the “June 30, 2013 Financial Statements”). Should the Closing occur after September 30, 2013, the Company shall deliver to the Purchaser unaudited financial statements for the monthly periods ended July 30, 2013, August 30, 2013, and for the Quarter ending September 30, 2013 and the related statements of cash flows, once such financial statements have been prepared by the Company (the “Alternate Financial Statements”) (the Annual Financial Statements, the June 30, 2013 Financial Statements and the Alternate Financial Statements, collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Company as at March 31, 2006 (the “Balance Sheet”), and the related consolidated statements, results of operations and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”) are attached hereto as Schedule 4.6(a) of the Disclosure Schedules. Each of the The Financial Statements and are based upon the Interim Financial Statements (i) has been prepared based on information contained in the books and records of the Company (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly presentspresent, in all material respects, the consolidated financial position, results of operations and cash flows condition of the Company as at of the respective dates thereof and results of operations for the respective periods indicated referred to therein. The Annual Financial Statements have been prepared in accordance with GAAP, except as otherwise noted therein consistently applied throughout the periods indicated. The Interim Financial Statements and subjectthe Alternate Financial Statements have been, or will be, prepared in accordance with GAAP applicable to unaudited interim financial statements (and thus may not contain all notes and may not contain prior period comparative data which are required to be prepared in accordance with GAAP) consistent with the case Annual Financial Statements and reflect all adjustments necessary to a fair statement of the Interim Financial Statements, to normal and recurring year-end adjustments and results for the absence of notes that will not, individually or in the aggregate, be materialinterim period(s) presented.