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

Financial Statements; No Undisclosed Liabilities. The Company and the Shareholder have delivered to the Purchaser the balance sheet of the Company as of November 30, 1996 and the related statement of income (loss) and supplementary information and the notes thereto for the one month and eleven months periods then ended, which financial statements (hereinafter referred to as the "Financial Statements") have been compiled by Xxxxxxx X. Xxxxxx & Associates, P.A., the Company's independent accountants. The Financial Statements are true and correct in all material respects and have been prepared in accordance with generally accepted accounting principles applied consistently throughout the periods involved except that the Company has elected to omit substantially all of the disclosures and statement of cash flows required by generally accepted accounting principles. The Financial Statements fully and fairly present the financial condition of the Company as at the dates thereof and the results of the operations of the Company for the periods indicated. The balance sheets contained in the Financial Statements fairly reflect all liabilities of the Company of the types normally reflected in balance sheets as at the dates thereof. Except to the extent set forth in or provided for in the balance sheet of the Company as of November 30, 1996 included in the Financial Statements (the "1996 Balance Sheet") or as identified in Exhibit B, and except for current liabilities incurred in the ordinary course of business consistent with past practices (and not materially different in type or amount), the Company has no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. A true and correct copy of the Financial Statements is attached hereto as Exhibit C.

Financial Statements; No Undisclosed Liabilities. The Company and (a) Attached hereto as Schedule 2.5(a) are the Shareholder have delivered to the Purchaser the following financial statements: (i) an unaudited proforma combined balance sheet of the Company Acquired Companies for the Business as of November 3024, 1996 2012 (the “Current Balance Sheet”) and the related an unaudited proforma combined statement of income of the Acquired Companies for the Business for the period then ended, and (lossii) the audited combined balance sheets of the Acquired Companies for the Business as of December 31, 2011 and supplementary information 2010, and the notes thereto audited proforma combined statements of income of the Acquired Companies for the one Business for the twelve (12) month and eleven months periods then ended, which . The financial statements (hereinafter described in the preceding sentence are referred to herein collectively as the "“Financial Statements") have been compiled by Xxxxxxx X. Xxxxxx & Associates, P.A., the Company's independent accountants. .” The Financial Statements are true and correct in all material respects and have been prepared in accordance with U.S. generally accepted accounting principles applied consistently throughout (“GAAP”) (subject, in the periods involved except that the Company has elected to omit substantially all case of the disclosures unaudited Financial Statements, to normal year-end adjustments (which will not be material either individually or in the aggregate) and statement the absence of cash flows required by generally accepted accounting principlesnotes to such statements. The Financial Statements fully have been prepared from and are materially consistent with the books and records of the Acquired Companies. Subject to the foregoing, the Financial Statements fairly present the financial condition of the Company as at the dates thereof and the results of the operations of the Company Acquired Companies in all material respects as of the respective dates and for the periods indicated. The balance sheets contained indicated therein, prepared in accordance with GAAP (subject, in the Financial Statements fairly reflect all liabilities case of the Company of the types normally reflected in balance sheets as at the dates thereof. Except unaudited Financial Statements, to the extent set forth in normal year-end adjustments (which will not be material either individually or provided for in the balance sheet aggregate) and the absence of the Company as of November 30, 1996 included in the Financial Statements (the "1996 Balance Sheet") or as identified in Exhibit B, and except for current liabilities incurred in the ordinary course of business consistent with past practices (and not materially different in type or amountnotes to such statements), the Company has no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. A true and correct copy of the Financial Statements is attached hereto as Exhibit C..

Financial Statements; No Undisclosed Liabilities. The Company (a) Attached to Schedule 3.06(a) of the Disclosure Schedules are complete and correct copies of: (i) the Shareholder have delivered to the Purchaser the unaudited consolidated balance sheet of the Company as of November 30December 31, 1996 2022 (the “Latest Balance Sheet”) and the related statement of income (loss) and supplementary information and the notes thereto for the one month and eleven months periods then ended, which financial statements (hereinafter referred to as the "Financial Statements") have been compiled by Xxxxxxx X. Xxxxxx & Associates, P.A., the Company's independent accountants. The Financial Statements are true and correct in all material respects and have been prepared in accordance with generally accepted accounting principles applied consistently throughout the periods involved except that the Company has elected to omit substantially all of the disclosures and statement of cash flows required by generally accepted accounting principles(if available) for the twelve (12)-month period then ended of the Company and its Subsidiaries (before giving effect to the Pre-Closing Reorganization) and (ii) the unaudited consolidated balance sheet as of, and the related statements of income and statement of cash flows (if available) for the fiscal years ended, December 31, 2020 and December 31, 2021 of the Company and its Subsidiaries (before giving effect to the Pre-Closing Reorganization) (collectively, the “Financial Statements”). The Financial Statements fully Statements, in each case, (i) are accurate and fairly present complete in all material respects, (ii) have been prepared from and are consistent with the financial condition books and records of the Company as at and its Subsidiaries (which books and records are correct and complete in all material respects), (iii) have been prepared in conformity with GAAP consistently applied, and (iv) present fairly in all material respects, in accordance with GAAP consistently applied, the dates thereof consolidated financial condition and the results of the operations of the Company and its Subsidiaries, as applicable, as of the dates and for the periods indicated. The balance sheets contained referred to therein subject, in the Financial Statements fairly reflect all liabilities case of the Company unaudited financial statements, to (y) the absence of the types normally reflected in balance sheets as at the dates thereof. Except footnote disclosures and other presentation items and (z) changes resulting from normal year-end adjustments (which are expected to the extent set forth in or provided for in the balance sheet of the Company as of November 30, 1996 included in the Financial Statements (the "1996 Balance Sheet") or as identified in Exhibit B, and except for current liabilities incurred in the ordinary course of business be consistent with past practices (practice and not materially different material in type nature or amount), . The Company maintains a system of internal accounting controls sufficient for a business of the type conducted by the Company (and given the Company’s size and volume of transactions), including to provide reasonable assurance that (1) transactions are executed in accordance with management’s general or specific authorizations, (2) transactions are recorded as necessary to permit preparation of financial statements by the Company in conformity with GAAP and to maintain accountability for assets, (3) access to assets is permitted only in accordance with management’s general or specific authorization and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has never identified any fraud by any management or other employees who have a significant role in internal controls and, to the Company’s Knowledge, no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. A true and correct copy of the Financial Statements is attached hereto as Exhibit C.such fraud has been alleged.

Financial Statements; No Undisclosed Liabilities. The Company (a) True and complete copies of the Shareholder have delivered to the Purchaser the audited consolidated balance sheet of the Company and its Subsidiaries as of November 30at December 31, 1996 2009, December 31, 2008 and December 31, 2007, and the related audited consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the “Audited Financial Statements”) and the unaudited internally-prepared consolidated balance sheet of the Company and its Subsidiaries as at March 31, 2010, and the related consolidated statement of income (losstogether, the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) and supplementary information of the Disclosure Letter. Each of the Audited Financial Statements and the notes thereto for the one month and eleven months periods then ended, which financial statements (hereinafter referred to as the "Financial Statements") have been compiled by Xxxxxxx X. Xxxxxx & Associates, P.A., the Company's independent accountants. The Interim Financial Statements (i) are true correct and correct complete in all material respects and have been prepared in accordance with generally accepted accounting principles applied consistently throughout the periods involved except that the Company has elected to omit substantially all of the disclosures books and statement of cash flows required by generally accepted accounting principles. The Financial Statements fully and fairly present the financial condition records of the Company and its Subsidiaries on a basis consistent throughout such periods, (ii) fairly present, in all material respects, the consolidated financial position, results of operations and in the case of the Audited Financial Statements, 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 that will not, individually or in the aggregate, be material and (iii) contain and reflect all adjustments, accruals, reserves, provisions and allowances necessary for a fair presentation of the Company’s and its Subsidiaries’ consolidated financial position and the results of the operations of the Company for the periods indicatedcovered by the Audited Financial Statements and Interim Financial Statements. The balance sheets contained Each of the Audited Financial Statements has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the Financial Statements fairly reflect all liabilities of the Company of the types normally reflected in balance sheets as at the dates thereof. Except to the extent set forth in or provided for in the balance sheet of the Company as of November 30, 1996 included in the Financial Statements (the "1996 Balance Sheet") or as identified in Exhibit B, and except for current liabilities incurred in the ordinary course of business consistent with past practices (and not materially different in type or amountnotes thereto), the Company has no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. A true and correct copy of the Financial Statements is attached hereto as Exhibit C..

Financial Statements; No Undisclosed Liabilities. The Company and the Shareholder have delivered to the Purchaser the balance sheet Each of the Company as of November 30, 1996 and the related statement of income (loss) and supplementary information and the notes thereto for the one month and eleven months periods then ended, which consolidated financial statements (hereinafter referred to including, in each case, any notes thereto) contained in Seller's SEC Filings (as amended, supplemented or restated, if applicable the "Financial StatementsFINANCIAL STATEMENTS") have been compiled ), to the extent they disclose financial information directly or primarily related to the Product Line Business, was prepared, except as may be indicated in such filings and, in the case of unaudited quarterly financial statements, as permitted by Xxxxxxx X. Xxxxxx & AssociatesForm 10-Q under the Exchange Act, P.A.in accordance with GAAP applied on a consistent basis during the periods indicated, the Company's independent accountants. The Financial Statements are true and correct each, as amended, supplemented or restated, if applicable, presented fairly, in all material respects and have been prepared in accordance with generally accepted accounting principles applied consistently throughout respects, the periods involved except that the Company has elected to omit substantially all consolidated financial position of Seller as of the disclosures and statement of cash flows required by generally accepted accounting principles. The Financial Statements fully and fairly present the financial condition of the Company as at the respective dates thereof and the consolidated results of the operations and cash flows of the Company Seller for the respective periods indicated. The balance sheets contained indicated therein (subject, in the Financial Statements fairly reflect all liabilities case of unaudited statements, to adjustments of a normal and recurring type which, individually or in the Company aggregate, are not reasonably expected to have a Material Adverse Effect). There are no Liabilities of Seller or its consolidated subsidiaries directly or indirectly related to the types normally Product Line Business or the Purchased Assets and the Inventory of any kind whatsoever, whether accrued, fixed, absolute, contingent, known, unknown, determined, determinable or otherwise (and whether due or to become due), of a nature required by GAAP to be reflected in balance sheets as at the dates thereof. Except to the extent set forth in financial statements other than (i) liabilities disclosed or provided for in the balance sheet of the Company as of November 30, 1996 included in the Financial Statements and (the "1996 Balance Sheet"ii) or as identified in Exhibit B, and except for current liabilities and obligations incurred in the ordinary course of business and consistent with past practices practice since December 31, 2005 (and the "FINANCIAL STATEMENT DATE") that, individually or in the aggregate, are not materially different in type or amount), the Company has no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or reasonably expected to become due, whether properly reflected under generally accepted accounting principles as have a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. A true and correct copy of the Financial Statements is attached hereto as Exhibit C.Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. The Company Prior to the execution and the Shareholder have delivery of this Agreement, JPMorgan has delivered to Parent the Purchaser the (i) audited balance sheet sheets of the Company as of November 30December 31, 1996 2005 and December 31, 2006, and the related audited statements of income and cash flows for those years and related footnotes (the “Historical Financial Statements”), and (ii) unaudited balance sheets of the Company as of May 31, 2007, together with the related unaudited statement of income (loss) and supplementary information and the notes thereto for the one month and eleven months periods then ended, which financial statements period covered by such unaudited balance sheets (hereinafter referred to as the "“Interim Financial Statements") have been compiled by Xxxxxxx X. Xxxxxx & Associates” and, P.A.together with the Historical Financial Statements, the Company's independent accountants“Financial Statements”). The Financial Statements are true set forth in Section 4.7 of the Disclosure Schedule. The Financial Statements were prepared from the books and correct records of the Company (which are accurate and complete in all material regards), and the Historical Financial Statements fairly present in all material respects the financial condition of the Business as of the dates indicated and the results of operations, of the Business for the respective periods indicated, and have been prepared in accordance with generally accepted accounting principles applied GAAP consistently throughout applied. The Interim Financial Statements (which have been prepared on a pro forma basis to include the periods involved except that Contributed Assets as if such assets and liabilities had been assets and liabilities of the Company has elected to omit substantially all as of the disclosures dates thereof and statement of cash flows required by generally accepted accounting principles. The Financial Statements fully and to not include the Excluded Liabilities but only the Included Liabilities) fairly present in all material respects the financial condition of the Company Business as at of the dates thereof indicated and the results of the operations of the Company Business for the respective periods indicated, and have been prepared in accordance with GAAP consistently applied, subject to annual year end audit adjustments which should not be material, individually or in the aggregate, and the absence of footnotes. The Except for (i) those Liabilities that are fully reflected or reserved against on the unaudited balance sheets sheet as of May 31, 2007 contained in the Financial Statements fairly reflect all liabilities of the Company of the types normally reflected in balance sheets as at the dates thereof. Except to the extent set forth in or provided for in the balance sheet of the Company as of November 30, 1996 included in the Financial Statements and (the "1996 Balance Sheet"ii) or as identified in Exhibit B, and except for current liabilities Liabilities incurred in the ordinary course of business consistent with past practices (practice since the date of such balance sheet and which are not materially different material to the Business, individually or in type or amount)the aggregate, the Company has no liabilities does not have any Liabilities or obligations of any nature, whether absolute, accrued, absolute, contingent or otherwise, other and whether due or to become due, whether properly due that would be required to be reflected under generally accepted accounting principles as or reserved against on a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. A true and correct copy balance sheet of the Financial Statements is attached hereto as Exhibit C.Company prepared in accordance with GAAP. The books and records of the Business have in all material respects been maintained in accordance with good business practices and all applicable Laws and reflect only actual transactions.

Financial Statements; No Undisclosed Liabilities. The Company and the Shareholder Shareholders have delivered to the Purchaser the Company's balance sheet of the Company sheets as of at November 30, 1996 1996, August 31, 1996, December 31, 1995, December 31, 1994, December 31, 1993, and December 31, 1992, and the related statement statements of income (loss) and supplementary information and the notes thereto for the one month and eleven months periods then ended, which financial statements (hereinafter referred to as the "Financial Statements") have been compiled prepared by Xxxxxxx X. Xxxxxx & Associates, P.A., the Company's independent accountants. The Financial Statements are true and correct in all material respects and have been prepared in accordance with generally accepted accounting principles applied consistently throughout the periods involved except that the Company has elected to omit substantially all of the disclosures and statement of cash flows required by generally accepted accounting principlesrespects. The Financial Statements fully and fairly present the financial condition of the Company as at the dates thereof and the results of the operations of the Company for the periods indicated. The balance sheets contained in the Financial Statements fairly reflect all liabilities of the Company of the types normally reflected in balance sheets as at the dates thereof. Except thereof and except to the extent set forth in or provided for in the balance sheet of the Company as of November 30, 1996 included in the Financial Statements (the "November 30, 1996 Balance Sheet") or as identified in Exhibit BE, and except for current liabilities incurred in the ordinary course of business consistent with past practices (and not materially different in type or amount), the Company has no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. The Shareholders are not aware of any material omissions in the Financial Statements. The Financial Statements can be audited by the Purchaser's independent certified public accountants and may be presented in conformity with the accounting rules of Regulation S-X under the Securities Act (as hereinafter defined). A true and correct copy of the Financial Statements is attached hereto as Exhibit C.E.

Financial Statements; No Undisclosed Liabilities. The Company Schedule 4.19 contains true, correct and the Shareholder have delivered to the Purchaser the balance sheet complete copies of the Company consolidated, audited financial statements of Sellers as of November 30and for the fiscal year ended August 31, 1996 and 2016 (collectively, the related “Audited Financial Statements”) as well as the unaudited, consolidated balance sheets, statement of income (loss) income, changes in stockholders’ equity and supplementary information cash flows of Sellers as of and the notes thereto for the one month and eleven six months periods then endedended February 28, which financial statements 2016 (hereinafter referred to as the "“Interim Financial Statements") have been compiled by Xxxxxxx X. Xxxxxx & Associates”, P.A.and collectively with the Audited Financial Statements, the Company's independent accountants“Historical Financial Statements”). The Historical Financial Statements are true and correct in all material respects and have been were prepared in accordance with generally accepted accounting principles applied consistently throughout on a consistent basis during the periods involved except that the Company has elected to omit substantially all of the disclosures and statement of cash flows required by generally accepted accounting principles. The Financial Statements fully and fairly present present, in all material respects, the financial condition and results of operations and cash flows of the Company Business as at of the dates thereof and the results of the operations of the Company for or the periods indicated. The balance sheets contained ended, except in each case as expressly indicated on such Historical Financial Statement, and subject to the most recent Interim Financial Statements fairly reflect all liabilities of the Company of the types normally reflected Statements, to normal year-end adjustments that will not be material in balance sheets as at the dates thereofamount or effect. Except to the extent as set forth in Schedule 4.19, Sellers do not have any material indebtedness, obligations or provided for in the balance sheet other liabilities of the Company as of November 30, 1996 included in the Financial Statements a nature (the "1996 Balance Sheet") or as identified in Exhibit B, and except for current liabilities incurred in the ordinary course of business consistent with past practices (and not materially different in type or amount), the Company has no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due, whether properly reflected under ) that would be required by generally accepted accounting principles as to be reflected on a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. A true and correct copy consolidated balance sheet of the Business (or the notes thereto) that were not disclosed or reserved against in the Historical Financial Statements, except for Indebtedness, obligations or other liabilities that (i) were incurred on or after the date of the Interim Financial Statements is attached hereto in the ordinary course of business, (ii) arise under this Agreement or the Ancillary Documents, or (iii) will be or are liabilities of Sellers as Exhibit C.debtors in the Bankruptcy Cases and that will not result in any Lien (other than Liens expressly contemplated in the Sale Order) on the Purchased Assets following the entry of the Sale Order.

Financial Statements; No Undisclosed Liabilities. The Company Companies and the Shareholder Shareholders have delivered to the Purchaser the consolidated balance sheet sheets of the Company Companies as of December 31, 1994 (the "1994 Financials"), December 31, 1995, December 31, 1996 and November 30, 1996 1997 (unaudited) (the "1997 Financials") and the related statement statements of income (loss) income, retained earnings and supplementary information cash flows and the notes thereto thereto, for the one month and eleven months periods then ended, which financial statements ended (hereinafter referred to as the "Financial Statements"). The 1994 Financials have been audited by Nevixx, Xxxxxx & Xssociates, Ltd., the Companies' former independent accountants. The Financial Statements (other than the 1994 Financials and the 1997 Financials) have been compiled audited by Xxxxxxx X. Xxxxxx Ernst & Associates, P.A.Young LLP, the Company's Companies' independent accountants. The Financial Statements are true and correct in all material respects and have been prepared in accordance with generally accepted accounting principles applied consistently throughout the periods involved except that the Company has elected to omit substantially all of the disclosures and statement of cash flows required by generally accepted accounting principlesinvolved. The Financial Statements fully and fairly present the financial condition of the Company Companies as at the dates thereof and the results of the operations of the Company Companies for the periods indicated. The balance sheets contained in the Financial Statements fairly reflect all liabilities of the Company Companies of the types 10 normally reflected in balance sheets as at the dates thereofthereof and the reserves for workers' compensation and other benefits are adequately stated on the Financial Statements and represent the ultimate realizable expected costs for such items. Except to the extent set forth in or provided for in the consolidated balance sheet of the Company Companies as of November 30, 1996 1997 included in the Financial Statements (the "1996 1997 Balance Sheet") or as identified in Exhibit BII(E), and except for current liabilities incurred in the ordinary course of business consistent with past practices (and not materially different in type or amount), neither of the Company Companies has no any liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. Neither of the Companies nor any of the Shareholders is aware of any material omissions in the Financial Statements. A true and correct copy of the Financial Statements is attached hereto as Exhibit C.II(E).

Financial Statements; No Undisclosed Liabilities. The Company Attached as Schedule 4.7A are true and the Shareholder have delivered to the Purchaser the balance sheet complete copies of the Company as of November 30, 1996 and the related statement of income (loss) and supplementary information and the notes thereto for the one month and eleven months periods then ended, which financial statements (including balance sheets, statements of income and retained earnings, statements of cash flow, and any notes pertaining thereto of the Seller for its fiscal years ending December 31, 2004 and December 31, 2005, and interim financial statements for the period ending September 30, 2006 (collectively, the “Financial Statements”). The balance sheet as of September 30, 2006 is hereinafter referred to as the "Financial Statements") have been compiled by Xxxxxxx X. Xxxxxx & Associates“Latest Balance Sheet.” The Seller’s books and records of accounts accurately reflect all of the assets, P.A.liabilities, transactions and results of operations of the Company's independent accountants. The Financial Statements are true and correct Seller in all material respects respects, and the Financial Statements have been prepared based upon and in conformity therewith. Except as set forth in Schedule 4.7B, the Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) maintained and applied consistently on a consistent basis throughout the periods involved except that the Company has elected to omit substantially all of the disclosures and statement of cash flows required by generally accepted accounting principles. The Financial Statements fully indicated periods, and fairly present the financial condition and results of operation of the Company as Seller in all material respects at the dates thereof and the results of the operations of the Company for the relevant periods indicated. The balance sheets contained (except as may be indicated in the footnotes to the Financial Statements fairly reflect all liabilities of and that the Company of the types normally reflected interim financial statements may not have notes thereto and other presentation items that may be required by GAAP and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in balance sheets as at the dates thereofamount). Except to the extent as set forth in or provided for in the balance sheet of the Company as of November 30, 1996 included in on the Financial Statements or on the Liabilities Schedule attached as Schedule 4.7, Seller has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are, individually or in the "1996 Balance Sheet") aggregate, material to the Stomp Business and that would be required to be reflected on a balance sheet or as identified in Exhibit Bnotes thereto prepared in accordance with GAAP, and except for current immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practices (practice since the Latest Balance Sheet. All reserves established by Seller and not materially different set forth in type or amount), the Company has no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. A true and correct copy of the Financial Statements are in accordance with GAAP. As of the date of the Latest Balance Sheet, there were no material loss contingencies (as such term is attached hereto as Exhibit C.used in Statement of Financial Accounting Standard No. 5) that are not adequately provided for in the Latest Balance Sheet.

Financial Statements; No Undisclosed Liabilities. The Company’s fiscal year ends on December 31 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 (15) days after the Shareholder have delivered to end of each month through the Purchaser the Closing Date. Each balance sheet of the Company as of November 30Company, 1996 and the related statement of income (loss) and supplementary information and the notes thereto for the one month and eleven months periods then endedthereto, which financial statements (hereinafter referred to as the "Financial Statements") have been compiled by Xxxxxxx X. Xxxxxx & Associatesif any, P.A., the Company's independent accountants. The Financial Statements are true and correct in all material respects and have been prepared in accordance with generally accepted accounting principles applied consistently throughout the periods involved except that the Company has elected to omit substantially all of the disclosures and statement of cash flows required by generally accepted accounting principles. The Financial Statements fully and fairly present the financial condition of the Company as at the dates thereof and the results of the operations of the Company for the periods indicated. The balance sheets contained in the Financial Statements fairly reflect presents all liabilities of the Company of the types normally reflected in balance sheets as at the dates thereof. Except to the extent set forth in or provided for in the balance sheet of the Company as of November 30, 1996 included in the Financial Statements assets and liabilities (the "1996 Balance Sheet") or as identified in Exhibit B, and except for current liabilities incurred in the ordinary course of business consistent with past practices (and not materially different in type or amount), the Company has no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due, whether properly reflected under ) of the Company and the financial position of the Company as at the date of such balance sheet in accordance with generally accepted accounting principles consistently applied (except as a liability otherwise provided in the notes thereto or a charge or reserve against an asset or equity accountin Schedule 6.6 hereto). Each statement of income, statement of cash flows, operating statement and statement of changes in shareholders’ equity, and whether the amount thereof is readily ascertainable or not. A true and correct copy of notes thereto, if any, contained in the Financial Statements is attached hereto fairly presents the sales, earnings and results of operations of the Company for the period ending on the date of such statement in accordance with generally accepted accounting principles consistently applied (except as Exhibit C.otherwise provided in the notes thereto); provided that the unaudited financial statements for the interim periods after December 31, 2004, do not have notes thereto and are subject to changes resulting from normal, recurring year-end adjustments which, alone or in the aggregate, shall 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. The Company (a) True and complete copies of the Shareholder have delivered to the Purchaser the unaudited consolidated balance sheet of the Company and its Subsidiaries as of November 30at December 31, 1996 2013, and the related statement consolidated statements of income income, retained earnings, stockholders’ equity and changes in financial position of the Company and its Subsidiaries, together with all related notes and schedules thereto (loss) and supplementary information and the notes thereto for the one month and eleven months periods then ended, which financial statements (hereinafter collectively referred to as the "“Financial Statements"”) have been compiled by Xxxxxxx X. Xxxxxx & Associatesand the unaudited consolidated balance sheet of the Company and its Subsidiaries as at March 31, P.A.2014, and the Company's independent accountantsrelated consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. The Each of the Financial Statements are true and correct in all material respects and the Interim Financial Statements (i) have been prepared in accordance with generally accepted accounting principles the books and records of the Company and its Subsidiaries; (ii) have been prepared in accordance with GAAP applied consistently on a consistent basis throughout the periods involved indicated (except that as may be indicated in the Company has elected to omit substantially all notes thereto and except for, in the case of the disclosures Interim Financial Statements, the omission of notes or normal year-end adjustments); and statement (iii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows required by generally accepted accounting principles. The Financial Statements fully and fairly present the financial condition of the Company and its Subsidiaries as at the respective dates thereof and for the results respective periods indicated therein, except as otherwise noted therein and subject, in the case of the operations of the Company for the periods indicated. The balance sheets contained in the Interim Financial Statements fairly reflect all liabilities of the Company of the types normally reflected in balance sheets as at the dates thereof. Except Statements, to the extent set forth in or provided for in the balance sheet of the Company as of November 30, 1996 included in the Financial Statements (the "1996 Balance Sheet") or as identified in Exhibit B, normal and except for current liabilities incurred in the ordinary course of business consistent with past practices (and not materially different in type or amount), the Company has no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. A true and correct copy of the Financial Statements is attached hereto as Exhibit C.recurring year-end audit adjustments.

Financial Statements; No Undisclosed Liabilities. (a) The Company and the Shareholder Sellers have delivered to the Purchaser the Buyers an unaudited balance sheet of the Company as dated December 31, 2005 and statements of November 30, 1996 operations and the related statement of income (loss) and supplementary information and the notes thereto cash flows for the an one month and eleven months periods (1) year period then ended, which with all footnotes thereto, certified by the Company's chief financial statements officer (hereinafter referred to as the "Financial Statements"), a copy of which are incorporated herein as SCHEDULE 5.5. (b) The Financial Statements (A) have been compiled by Xxxxxxx X. Xxxxxx & Associates, P.A., prepared in accordance with Brazilian GAAP applied consistently during the Company's independent accountants. The Financial Statements periods covered thereby; (B) are true complete and correct in all material respects and have been prepared in accordance with generally accepted accounting principles applied consistently throughout the periods involved except that the Company has elected to omit substantially all of the disclosures and statement of cash flows required by generally accepted accounting principles. The Financial Statements fully and present fairly present the financial condition of the Company as at the dates thereof of said Financial Statements and the results of the its operations of the Company and cash flows for the periods indicatedcovered thereby; (C) were prepared in accordance with the books and records of the Company; (D) present fairly the revenues, direct operating expenses actually incurred during the periods covered thereby and the cash position, borrowings, customer advances, inventories, accounts receivable and accounts payable actually held or incurred as of the relevant dates thereof; and (E) do not contain any items of special or nonrecurring income. The balance sheets contained in (c) Since the date of the Financial Statements fairly reflect all liabilities of the Company of the types normally reflected in balance sheets as at the dates thereof. Except to the extent set forth in or provided for in the balance sheet of the Company as of November 30, 1996 included in the Financial Statements (the "1996 Balance Sheet") or as identified in Exhibit B, and except for current liabilities incurred in the ordinary course of business consistent with past practices (and not materially different in type or amount)Statements, the Company has had no material liabilities or obligations of any nature, whether accrued, absolute, direct, contingent or otherwise, whether due except liabilities or to become due, whether properly reflected under generally accepted accounting principles as a liability obligations stated or a charge or reserve adequately reserved against an asset or equity account, and whether the amount thereof is readily ascertainable or not. A true and correct copy of on the Financial Statements or reflected in SCHEDULE 5.5. For purposes of this Section 5.5 an amount shall conclusively be deemed "material" if it is attached hereto greater than or equal to three thousand United States dollars (US$ 3,000.00). The Company has no additional liabilities of any nature (whether fixed or contingent) not required to be disclosed under Brazilian accounting principles in an aggregate amount greater than three thousand United States dollars (US$ 3,000.00). The reserves and provisions reflected in the Financial Statements are, as Exhibit C.of the date thereof and hereof, adequate, appropriate and reasonable and have been calculated in a consistent manner. No reserves or provisions in addition to those reflected in the Financial Statements are currently required or appropriate. (d) All Tax Returns required to be filed with respect to the Company for all Taxable Periods ending on or before the date hereof have been timely filed with the appropriate Tax Authority in the manner prescribed by Applicable Law. All such Tax Returns (i) were prepared in the manner required by Applicable Law, (ii) are true, correct and complete in all respects, and (iii) reflect the liability for Taxes of

Financial Statements; No Undisclosed Liabilities. The Company (a) Schedule 3.06 sets forth the following financial statements of the Transferred Companies and their Subsidiaries: the unaudited balance sheets of U.S. Seller as of March 31, 2016 (the “2016 U.S. Seller Balance Sheet”) and December 31, 2015 and 2014, the unaudited statements of working capital of UK Seller and its Subsidiaries as of March 31, 2016 (the “2016 UK Seller WC Statement”) and December 31, 2015 and 2014 and the Shareholder have delivered to the Purchaser the balance sheet unaudited income statements of the Company as of November 30Transferred Companies and their Subsidiaries for the three-month period ended March 31, 1996 2016 (together with the 2016 U.S. Seller Balance Sheet and the related statement of income (loss2016 UK Seller WC Statement, the “2016 Financial Statements”) and supplementary information the twelve-month periods ended December 31, 2015 and 2014 (collectively, the notes thereto for the one month and eleven months periods then ended, which financial statements (hereinafter referred to as the "“Financial Statements") have been compiled by Xxxxxxx X. Xxxxxx & Associates, P.A., the Company's independent accountants”). The Financial Statements are true present fairly the financial position and correct in all material respects results of operations of the Transferred Companies and have been prepared in accordance with generally accepted accounting principles applied consistently throughout their Subsidiaries (except for Taxes) as of the dates of, and the periods involved referred to in, such Financial Statements in conformity with GAAP, applied on a consistent basis (except that as may be indicated in the Company has elected to omit substantially all of the disclosures and statement of cash flows required by generally accepted accounting principlesnotes thereto). The Financial Statements fully have been prepared on the basis of information derived from the books and fairly present the financial condition records of the Company as at the dates thereof Transferred Companies and the results of the operations of the Company for the periods indicated. The balance sheets contained in the Financial Statements fairly reflect all liabilities of the Company of the types normally reflected in balance sheets as at the dates thereof. Except to the extent set forth in or provided for in the balance sheet of the Company as of November 30their Subsidiaries, 1996 included in the Financial Statements (the "1996 Balance Sheet") or as identified in Exhibit B, and except for current liabilities incurred which are maintained in the ordinary course of business consistent and are reliable, complete and accurate. The Transferred Companies and their Subsidiaries have established and maintain systems of internal accounting controls that are designed to provide reasonable assurances that all transactions are recorded as necessary to permit the preparation of proper and accurate financial statements in accordance with past practices (GAAP. Neither Seller nor the Transferred Companies and not materially different in type their Subsidiaries nor, to the knowledge of Seller, any auditor, accountant or amount), the Company has no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. A true and correct copy representative of the Financial Statements is attached hereto as Exhibit C.foregoing has received any unresolved material written complaint, allegation or assertion of a problem or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Transferred Companies or their respective accounting controls.

Financial Statements; No Undisclosed Liabilities. (a) Schedule 3.8(a) hereto includes a true and complete copy of the Company’s audited consolidated Financial Statements as of and for the years ended December 31, 2015 and 2016, as well as unaudited interim consolidated Financial Statements as of and for the six (6) months ended June 30, 2017 (collectively the “Company Financial Statements”). The Company and the Shareholder have delivered to the Purchaser the balance sheet of the Company as of November 30, 1996 and the related statement of income Financial Statements (loss) and supplementary information and the notes thereto for the one month and eleven months periods then ended, which financial statements (hereinafter referred to as the "Financial Statements"i) have been compiled by Xxxxxxx X. Xxxxxx & Associates, P.A., prepared from the Company's independent accountants. The Financial Statements are true books and correct records of the Entities and (ii) present fairly in all material respects the consolidated financial condition of the Entities at the dates therein indicated and the consolidated results of operations and cash flows of the Entities for the periods therein specified. The Company Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP applied consistently on a consistent basis throughout the periods involved indicated, except that the Company has elected to omit substantially all of the disclosures and statement of cash flows required by generally accepted accounting principles. The unaudited interim Financial Statements fully as of and fairly present for the financial condition six (6) months ended June 30, 2017 do not contain footnotes and are subject to normal year-end adjustments (none of which, alone or in the Company as at aggregate, are reasonably excepted to have a material impact on the dates thereof and the consolidated results of the operations of the Company for the periods indicatedEntities). The Entities maintain and comply in all material respects with a system of accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in compliance with GAAP. (b) Except for (i) the liabilities reserved against or reflected on the Company’s June 30, 2017 balance sheets contained sheet included with the Company Financial Statements, (ii) Funded Indebtedness, trade payables, accrued expenses, and other liabilities or obligations incurred by the Entities since June 30, 2017 in the Financial Statements fairly reflect all ordinary course of business (it being agreed that liabilities resulting from any breach of the Company Contract or violation of the types normally reflected Legal Requirements shall in balance sheets as at the dates thereof. Except to the extent set forth in or provided for in the balance sheet of the Company as of November 30, 1996 included in the Financial Statements (the "1996 Balance Sheet") or as identified in Exhibit B, and except for current liabilities no event be deemed incurred in the ordinary course of business consistent with past practices (and not materially different in type or amountbusiness), (iii) executory contract obligations under (x) Contracts listed on Schedule 3.13(a) hereto, and/or (y) Contracts not required to be listed on Schedule 3.13(a) hereto (it being agreed that liabilities resulting from any breach of Contract or violation of Legal Requirements shall in no event be deemed incurred in the Company has no ordinary course of business), and (iv) the liabilities or obligations of the Entities set forth on Schedule 3.8(b) hereto, the Entities do not have any natureliabilities or obligations of a nature required to be reflected or reserved against in a balance sheet (or in the notes thereto) prepared in accordance with GAAP. No Entity is party to any “off balance sheet arrangements” (as defined under the Securities Exchange Act of 1934, whether accrued, absolute, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. A true and correct copy of the Financial Statements is attached hereto as Exhibit C.amended).

Financial Statements; No Undisclosed Liabilities. The Company TELAC and the Shareholder Shareholders have delivered to the Purchaser Xxxxxx Partnerships the internally prepared balance sheets of each of Tel and TELAC as of September 30, 1996, the internally prepared balance sheet of the Company Tel as of November 30December 31, 1996 1995 and the audited balance sheet of TELAC as of December 31, 1995, which was audited by Jump, Green, Xxxxxx and Company, TELAC's independent public accountants, together with the related statement of income (loss) and supplementary information operations and the notes thereto to such audited balance sheet, if any, for the one month and eleven months periods then ended, which financial statements ended (hereinafter referred to as the "Financial Statements") have been compiled by Xxxxxxx X. Xxxxxx & Associates, P.A., the Company's independent accountants). The Financial Statements are true and correct in all material respects and have been prepared in accordance with generally accepted accounting principles applied consistently throughout the periods involved involved, except that the Company has elected September 30, 1996 balance sheet of Tel and TELAC and the December 31, 1995 balance sheet of Tel do not contain any notes thereto and are subject to omit substantially all of the disclosures and statement of cash flows required by generally accepted accounting principlesnormal year-end audit adjustments. The Financial Statements fully and fairly present in all material respects the financial condition of TELAC and Tel and the Company Business as at the dates thereof and the results of the operations of the Company TELAC and Tel for the periods indicated. The balance sheets contained in the Financial Statements fairly reflect all liabilities of the Company of the types normally reflected in balance sheets as at the dates thereof. Except to the extent set forth in or provided for in the balance sheet of the Company as of November 30, 1996 included in the Financial Statements in the balance sheets of each of Tel and TELAC as of September 30, 1996 (collectively, the "1996 Balance SheetSheets") or as identified in Exhibit B, and except for current liabilities incurred in the ordinary course of business consistent with past practices (and not materially different in type or amount), the Company TELAC has no material liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. A true and correct copy of the Financial Statements is attached hereto as Exhibit C.

Financial Statements; No Undisclosed Liabilities. The Company and the Shareholder have delivered to the Purchaser the balance sheet financial statements of the Company included in the Company SEC Documents (i) comply as of November 30, 1996 and the related statement of income (loss) and supplementary information and the notes thereto for the one month and eleven months periods then ended, which financial statements (hereinafter referred to as the "Financial Statements") have been compiled by Xxxxxxx X. Xxxxxx & Associates, P.A., the Company's independent accountants. The Financial Statements are true and correct form in all material respects with all applicable requirements of the Securities Act and have been prepared the Exchange Act, (ii) are in accordance conformity with United States generally accepted ac cepted accounting principles ("GAAP"), applied consistently throughout on a con sistent basis (except in the case of unaudited state ments, as permitted by Form 10-Q of the SEC) during the periods involved (except that as may be indicated in the Company has elected to omit substantially re lated notes and schedules thereto) and (iii) fairly pres ent in all of material respects the disclosures and statement of cash flows required by generally accepted accounting principles. The Financial Statements fully and fairly present the consolidated financial condition position of the Company and its consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the operations periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in Schedule 4.8 of the Company for the periods indicated. The balance sheets contained in the Financial Statements fairly reflect all liabilities of the Company of the types normally reflected in balance sheets Disclosure Schedule and except as at the dates thereof. Except to the extent set forth in or provided for in the balance sheet of the Company as SEC Documents filed and publicly available prior to the date of November 30, 1996 included in the Financial Statements (the "1996 Balance Sheet") or as identified in Exhibit Bthis Agree ment, and except for current liabilities and obligations incurred in the ordinary course of business consistent with past practices (and not materially different since the date of the most recent consolidated balance sheet included in type or amount), the Company SEC Documents filed and publicly available prior to the date of this Agree ment, neither the Company nor any of its Subsidiaries has no any liabilities or obligations of any nature, nature (whether accrued, absolute, contingent or otherwise, whether due ) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated Subsidiaries or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity accountin the notes thereto. To the knowledge of the Company the books and records of the Company and its Subsidiaries have been, and whether the amount thereof is readily ascertainable or not. A true are being, maintained, in all material re spects, in accordance with GAAP and correct copy of the Financial Statements is attached hereto as Exhibit C.any other applicable legal and accounting requirements.

Financial Statements; No Undisclosed Liabilities. The Company (a) Attached as Schedule 3.7A are true and the Shareholder have delivered to the Purchaser the balance sheet complete copies of the Company as of November 30, 1996 and the related statement of income (loss) and supplementary information and the notes thereto for the one month and eleven months periods then ended, which unaudited financial statements (including balance sheets, statements of income and retained earnings, statements of cash flow, and any notes pertaining thereto of MP for its fiscal years ending December 31, 2005 and December 31, 2006, and interim financial statements for the period ending March 31, 2007 (collectively, the “Financial Statements”). The unaudited balance sheet as of April 30, 2007 is hereinafter referred to as the "Financial Statements") have been compiled by Xxxxxxx X. Xxxxxx & Associates“Latest Balance Sheet.” MP’s books and records of accounts accurately reflect all of the assets, P.A.liabilities, the Company's independent accountants. The Financial Statements are true transactions and correct results of operations of MP in all material respects respects, and the Latest Balance Sheet has been prepared in a manner consistent with past practices of MP, except as disclosed in the notes of such Latest Balance Sheet. Except as set forth in Schedule 3.7B, the Financial Statements for the periods ending December 31, 2005 and December 31, 2006 have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) maintained and applied consistently on a consistent basis throughout the indicated periods involved except that and in a manner consistent with past practices of MP and the Company has elected to omit substantially all of the disclosures and statement of cash flows required by generally accepted accounting principles. The Financial Statements fully and fairly present the financial condition and results of the Company as operations of MP at the dates thereof and the results of the operations of the Company for the relevant periods indicated. The balance sheets contained in Except as set forth on the Financial Statements fairly reflect all or on the Liabilities Schedule attached as Schedule 3.7, MP has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are, individually or in the Company of the types normally reflected in balance sheets as at the dates thereof. Except aggregate, material to the extent set forth in or provided for in the balance sheet of the Company as of November 30MP Business, 1996 included in the Financial Statements (the "1996 Balance Sheet") or as identified in Exhibit B, and except for current liabilities or obligations incurred in the ordinary course of business consistent with past practices (and not materially different in type or amount), practice since the Company has no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or notLatest Balance Sheet. A true and correct copy As of the date of the Latest Balance Sheet, there were no material loss contingencies (as such term is used in Statement of Financial Statements is attached hereto as Exhibit C.Accounting Standard No. 5) that are not adequately provided for in the Latest Balance Sheet.

Financial Statements; No Undisclosed Liabilities. (a) The Company and the Shareholder have has delivered to the Purchaser the balance sheet Buyer copies of (i) audited consolidated financial statements of the Company as of November at and for the fiscal years ended September 30, 1996 2000 and 2001, together with all related schedules and notes and a draft copy of the related statement audited consolidated financial statements of income (loss) the Company as at and supplementary information and the notes thereto for the one month and eleven months periods then endedfiscal year ended September 30, which financial statements 2002 (hereinafter referred to as the "Financial Statements") have been compiled by Xxxxxxx X. Xxxxxx & Associates, P.A., and (ii) the Company's independent accountants. The Financial Statements are true and correct in all material respects and have been prepared in accordance with generally accepted accounting principles applied consistently throughout the periods involved except that the Company has elected to omit substantially all of the disclosures and statement of cash flows required by generally accepted accounting principles. The Financial Statements fully and fairly present the unaudited financial condition statements of the Company as at and for the dates thereof one (1) month period ended October 31, 2002, together will all related schedules and notes (the "Interim Financial Statements"). The balance sheets (including where applicable, the related notes and schedules) included in the Financial Statements fairly present the financial position of the Company as of the date thereof, and the statements of income (or statements of results of operations), stockholders' equity and cash flows (including the related notes and schedules) included in the Financial Statements fairly present the results of operations, stockholders' equity, and retained earnings and cash flows, as the operations case may be, of the Company for the periods indicatedor as of the dates, as the case may be, set forth therein, in each case in accordance with GAAP, consistently applied by the Company, except in the case of the Interim Financial Statements, the omission of footnote information and normal year-end audit adjustments consistent with prior years. The Financial Statements reflect the consistent application of accounting principles throughout the periods involved, except as disclosed in the notes of such Financial Statements. The balance sheets contained (including, where applicable, the related notes and schedules) included in the Financial Statements fairly reflect all liabilities present the financial position of the Company of the types normally reflected in balance sheets as at the dates thereof. Except to the extent set forth in or provided for in the balance sheet of accordance with GAAP consistently applied by the Company as of November 30the date thereof in all material respects, 1996 and the consolidated statements of operations, consolidated statements of stockholders' equity and cash flows (including the related notes and schedules) included in the Financial Statements (fairly present the "1996 Balance Sheet") or as identified in Exhibit Bresults of operations, stockholders' equity, and retained earnings and cash flows, as the case may be, of the Company for the periods indicated in accordance with GAAP consistently applied by the Company, except for current liabilities incurred as stated therein or, where applicable, in the ordinary course of business consistent with past practices (and not materially different in type or amount), the Company has no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or notes to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. A true and correct copy of the Financial Statements is attached hereto as Exhibit C.Statements.

Financial Statements; No Undisclosed Liabilities. (i) The Company and the Shareholder have delivered to the Purchaser the a balance sheet of the Company as of November September 30, 1996 1998 ("1998 Balance Sheet"), the income statement of the Company for the nine months ended September 30, 1998 and the related income statement of income (loss) and supplementary information and the notes thereto Company for the one month and eleven months periods then endedcalendar year ended December 31, which financial statements 1997 (hereinafter referred to as the "Financial Statements") have been compiled by Xxxxxxx X. Xxxxxx & Associates, P.A., the Company's independent accountants). The Financial Statements are true and correct in all material respects and have the 1998 Balance Sheet has been prepared in accordance with generally accepted accounting principles applied consistently throughout the periods involved except that the Company has elected to omit substantially all of the disclosures and statement of cash flows required by generally accepted accounting principlesinvolved. The Financial Statements 1998 Balance Sheet fully and fairly present presents the financial condition of the Company as at the dates date thereof and the income statements included in the Financial Statements fully and fairly present, on a cash basis, the results of the operations of the Company for the periods indicated. The balance sheets contained in the Financial Statements 1998 Balance Sheet fairly reflect reflects all liabilities of the Company of the types normally reflected in a balance sheets sheet as at the dates date thereof. Except to the extent set forth in or provided for in the balance sheet 1998 Balance Sheet of the Company as of November 30, 1996 included in the Financial Statements (the "1996 Balance Sheet") or as identified in Exhibit B, and except for current liabilities incurred in the ordinary course of business consistent with past practices (and not materially different in type or amount), the Company has no material liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. Without modifying the representation contained herein, it is understood that the Financial Statements are unaudited and have been prepared by a firm which is not independent. A true and correct copy of the Financial Statements is attached hereto as Exhibit C.