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

Financial Statements; No Undisclosed Liabilities. 3.5.1The Company has delivered to GCI true and complete copies of (i) the audited consolidated and consolidating balance sheets of each of the Acquired Companies as of December 31, 2004, December 31, 2005 and December 31, 2006 and the related statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies for each of the 12-month periods ended on such dates (the “Year End Financials”), and (ii) the unaudited balance sheet of each of the Acquired Companies for the eight (8) months ended August 31, 2007 (the “Balance Sheet Date”) and the related statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies (the “Interim Financials” and collectively with the Year End Financials and the Company Audited Financial Statements, the “Company Financial Statements”). The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated. The Company Financial Statements present fairly in all material respects the financial position and operating results of the Acquired Companies as of the dates, and for the periods, indicated therein, subject, in the case of the Interim Financials, to normal year-end audit adjustments. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the Company Financial Statements.

Financial Statements; No Undisclosed Liabilities. 3.5.1The Company has delivered (a) Attached to GCI true and complete copies Section 5.10(a) of the Seller Disclosure Schedule are: (i) the audited consolidated and consolidating Company’s unaudited balance sheets of each of the Acquired Companies sheet as of March 31, 2019 (the “Latest Balance Sheet”), and the related statement of operations, statement of member’s equity and statement of cash flows for the three month period then ended, (ii) the Company’s unaudited balance sheet as of, and the related unaudited statement of operations, statement of member’s equity and statement of cash flows for the fiscal year ended December 31, 20042018, and (iii) the Company’s audited balance sheets as of, and the related audited statements of operations, statements of member’s equity and statements of cash flows for the fiscal years ended December 31, 2005 2017, and December 31, 2006 and the related statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies for each of the 12-month periods ended on such dates 2016 (the “Year End Financials”), and foregoing clauses (iii) the unaudited balance sheet of each of the Acquired Companies for the eight through (8) months ended August 31, 2007 (the “Balance Sheet Date”iii) and the related statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies (the “Interim Financials” and collectively with the Year End Financials and the Company Audited Financial Statementscollectively, the “Company Financial Statements”). The Company Financial Statements have been prepared prepared, in each case, in accordance with GAAP consistently applied on a consistent basis throughout the periods indicated. The Company Financial Statements and present fairly in all material respects the financial position condition and operating results of operations of the Acquired Companies Company as of the dates, dates and for the periods, indicated periods referred to therein, except as may be indicated in the notes thereto and subject, in the case of the Interim Financialsunaudited financial statements, to (y) the absence of footnote disclosures and other presentation items and (z) changes resulting from normal year-end audit adjustments. No financial statements of any Person other than the Acquired Companies adjustments (which are required by GAAP expected to be included consistent with past practice and not material). The Financial Statements have been prepared throughout the specified period and between periods in a manner consistent with the Company Financial StatementsCompany’s historical accounting policies.

Financial Statements; No Undisclosed Liabilities. 3.5.1The (a) The Company has delivered to GCI the Buyer true and complete copies of (i) the audited consolidated and consolidating balance sheets of each of unaudited Financial Statements with respect to the Acquired Companies Business as of and for the years ended December 31, 20042015, December 31, 2005 2016 and December 31, 2006 and the related statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies for each of the 12-month periods ended on such dates 2017 (the “Year End FinancialsAnnual Financial Statements”), (ii) any management letters relating to the Annual Financial Statements received by the Company or any Existing Member from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such Annual Financial Statements (collectively, the “Management Letters”), and (iiiii) the monthly interim unaudited balance sheet Financial Statements as of each of the Acquired Companies and for the eight period (8) months the “Interim Period”) ended August 31April 30, 2007 2018 (the “Balance Sheet Date”) and as of and for each month ended during the related statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies Interim Period (the “Interim Financials” and collectively together with the Year End Financials and the Company Audited Annual Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto, if any) have been prepared in accordance with GAAP GAAP, applied on a consistent basis throughout the periods indicatedcovered thereby (except for the omission of footnotes and subject to year-end adjustments). The All of the Company Financial Statements present fairly in all material respects the financial position and operating condition, results of the Acquired Companies as operations and cash flows of the dates, and Business for the periods, dates or periods indicated therein, subject, in thereon applied on a consistent basis throughout the case periods indicated (except for the absence of the Interim Financials, to normal footnotes and year-end audit adjustments. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the Company Financial Statements).

Financial Statements; No Undisclosed Liabilities. 3.5.1The (a) The Company has delivered to GCI the Buyer true and complete copies of (i) the audited consolidated Financial Statements with respect to the Company and consolidating balance sheets of each of the Acquired Companies its Business as of and for the years ended December 31, 2004, December 31, 2005 2012 and December 31, 2006 and the related statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies for each of the 12-month periods ended on such dates 2013 (the “Year End FinancialsAudited Financial Statements”), (ii) any management letters relating to the Audited Financial Statements received by the Company, the Seller or any of Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and (iiiii) the monthly interim unaudited balance sheet Financial Statements as of each of the Acquired Companies and for the eight five (8) months 5) month period (the “Interim Period”) ended August May 31, 2007 2014 (the “Balance Sheet Date”) and as of and for each month ended during the related statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies Interim Period (the “Interim Financials” and collectively together with the Year End Financials and the Company 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 GAAP, applied on a consistent basis throughout the periods indicatedcovered thereby (except in the case of the unaudited financial statements, for the omission of footnotes and subject to year-end adjustments). The All of the Company Financial Statements present fairly in all material respects the financial position and operating condition, results of the Acquired Companies as operations and cash flows of the dates, and Company for the periods, dates or periods indicated therein, subject, in thereon applied on a consistent basis throughout the case periods indicated (except for the absence of the Interim Financialsfootnotes and, with respect to normal the unaudited financial statements, year-end audit adjustments. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the Company Financial Statements).

Financial Statements; No Undisclosed Liabilities. 3.5.1The (a) Attached as Section 2.5(a) of the Company has delivered to GCI true and complete copies of Disclosure Schedule are: (i) the audited consolidated and consolidating balance sheets of each of the Acquired Companies Company as of at December 31, 2004, December 31, 2005 2015 and December 31, 2006 and 2014, together with the related audited consolidated statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies Company for each of the 12-month periods ended on such dates years then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (the “Year End FinancialsAudited Financial Statements”), ; and (ii) the unaudited consolidated balance sheet of each of the Acquired Companies for the eight (8) months ended August 31Company as at September 30, 2007 2016 (the “Balance Sheet Date”) and ), together with the related unaudited consolidated statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Target Companies for the nine-month period then ended (the “Interim FinancialsUnaudited Financial Statements” and collectively and, together with the Year End Financials and the Company Audited Financial Statements, the “Company Financial Statements”). The Company Each of the Financial Statements have has been prepared in accordance with GAAP consistently applied on a consistent basis throughout as at the periods indicated. The Company Financial Statements present fairly in all material respects the financial position and operating results of the Acquired Companies as of the dates, date thereof and for the periods, indicated therein, periods covered thereby (subject, in the case of the Interim FinancialsUnaudited Financial Statements, to for normal year-end audit adjustments, none of which adjustments will, individually or in the aggregate, be material, and the omission of footnotes). The Financial Statements fairly present in all material respects the consolidated financial condition of the Company as of such dates and the consolidated results of operations for the periods then ended. No financial statements of Target Company is a party to, and no Target Company has any Person other than the Acquired Companies are required by GAAP commitment to be included in the Company Financial Statementsbecome a party to, any off-balance sheet arrangements.

Financial Statements; No Undisclosed Liabilities. 3.5.1The Company has delivered to GCI true and complete The Sellers have furnished the Buyer with copies of the following financial statements of the Company: (ia) the audited consolidated and consolidating unaudited balance sheets of each of the Acquired Companies Company as of December 31, 20042003, December 31, 2005 2002 and December 31, 2006 2001 and the related unaudited statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies income for each of the 12-month periods years ended on such dates December 31, 2003, 2002 and 2001 (the “Year End Financials”"Annual Financial Statements"), ; and (iib) the unaudited balance sheet of each (the "Most Recent Balance Sheet") of the Acquired Companies for the eight (8) months ended August 31Company as of June 30, 2007 2004 (the “"Most Recent Balance Sheet Date”") and the related statements unaudited statement of income, retained earnings, shareholders’ equity and cash flows of each of income for the Acquired Companies 6 months ended on the Most Recent Balance Sheet Date (the “"Interim Financials” Financial Statements"; and collectively with the Year End Financials and the Company Audited Annual Financial Statements, the “Company "Financial Statements”"). The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated. The Company Financial Statements present fairly in all material respects the financial position of the Company and operating the results of operations of the Acquired Companies Company as of the dates, respective dates thereof and for the periodsperiods covered thereby. There are no liabilities of the Company of any kind whatsoever, indicated thereinwhether accrued, subjectcontingent, absolute, determined, determinable or otherwise, other than: (w) liabilities provided for in the case of Most Recent Balance Sheet, (x) liabilities incurred since the Interim Financials, to normal year-end audit adjustments. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included Most Recent Balance Sheet Date in the Company Financial StatementsOrdinary Course of Business, (y) liabilities disclosed on Schedule 3.6 or (z) other undisclosed liabilities which, individually or in the aggregate, are not material to the Company.

Financial Statements; No Undisclosed Liabilities. 3.5.1The Company (a) The Corporation has delivered previously furnished or made available to GCI true and complete copies Buyer the following financial statements (the “Financial Statements”) of the Corporation: (i) the audited consolidated and consolidating balance sheets of each of the Acquired Companies Corporation as of (x) December 31, 2004, 2012 (the “Latest Balance Sheet”) and (y) December 31, 2005 2011, and December 31, 2006 and 2010; (ii) the related audited consolidated statements of income, retained earnings, shareholdersstockholders’ equity and cash flows of each of the Acquired Companies Corporation (including any related notes) for each of the 12-month periods years ended on such dates (the “Year End Financials”)December 31, 2012, December 31, 2011, and December 31, 2010; and (iiiii) the unaudited balance sheet consolidated financial statements of the Corporation as of the last day of each of the Acquired Companies elapsed month during 2013 that ended prior to November, 2013 and for the eight (8) months each one-month and year-to-date periods then ended August 31, 2007 (the “Balance Sheet Date”) and the related statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies (the “Interim Financials” and collectively with the Year End Financials and the Company Audited Financial Statements, the “Company Financial Statements”). The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated. The Company Financial Statements present fairly in all material respects the financial position and operating results of the Acquired Companies as of the dates, and for the periods, indicated therein, subjecttogether with, in the case of each financial statement referred to in clause (i) and (ii), the reports thereon of Stayner, Xxxxx & Xxxxxx, PC. The balance sheets included in the Financial Statements fairly present, in all material respects, the financial condition of the Corporation as of the date thereof, and the other related statements included in the Financial Statements fairly present, in all material respects, the results of operations and changes in financial condition of the Corporation for the periods presented therein in accordance with GAAP, applied by the Corporation on a consistent basis during the periods involved, except as otherwise indicated in the notes thereto and except that the Interim FinancialsFinancial Statements contain estimates of certain accruals, lack footnotes and other presentation items, and are subject to normal year-end audit adjustments. No financial statements of any Person other than the Acquired Companies are adjustments required by GAAP to be included GAAP. The Financial Statements are consistent with the books and records of the Corporation in the Company Financial Statementsall material respects.

Financial Statements; No Undisclosed Liabilities. 3.5.1The Company has delivered to GCI true (a) True and complete copies of (i) the audited consolidated and consolidating balance sheets of each of the Acquired Companies Company and its Subsidiaries as of December 31, 20042010, December 31, 2005 2009 and December 31, 2006 2008, and the related audited statements of incomeoperations, retained earnings, shareholdersstockholders’ equity (deficit), and cash flows of each for the years then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of the Acquired Companies for each of the 12-month periods ended on such dates Company’s independent auditors (collectively, the “Year End Financials”), and (ii) the unaudited balance sheet of each of the Acquired Companies for the eight (8) months ended August 31, 2007 (the “Balance Sheet DateFinancial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2011, and the related unaudited consolidated statements of income, retained earnings, shareholders’ equity operations and cash flows of each of for the Acquired Companies nine-month period then ended (collectively, the “Interim Financials” and collectively with the Year End Financials and the Company Audited Financial Statements, the “Company Financial Statements”), are included in Section 4.6(a) of the Disclosure Schedule. The Company Each of the Financial Statements have and the Interim Financial Statements: (i) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated. The Company Financial Statements present indicated (except as may be indicated in the notes thereto); and (ii) fairly presents, in all material respects respects, the consolidated financial position and operating results of the Acquired Companies Company and its Subsidiaries as of the dates, dates thereof and their respective consolidated results of operations and cash flows for the periods, indicated therein, periods then ended (subject, in the case of the Interim FinancialsFinancial Statements, to normal and recurring year-end audit adjustments. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included adjustments that will not, individually or in the Company Financial Statementsaggregate, be material in amount, and the absence of footnote disclosures).

Financial Statements; No Undisclosed Liabilities. 3.5.1The Company 7.9.1 Seller has heretofore delivered to GCI true and complete copies of Buyer (i) the audited pro forma combined consolidated and consolidating balance sheets of each of the Acquired Companies Business as of December 31February 24, 20042002, December 31and February 23, 2005 and December 312003, 2006 and the related audited combined consolidated statements of income, retained earnings, shareholders’ equity earnings and cash flows of each of for the Acquired Companies for each of the 12-month periods years ended on such dates February 25, 2001, February 24, 2002, and February 23, 2003 (the “Year End Financials”"Year-end Statements"), and (ii) the an unaudited pro forma combined consolidated balance sheet of each the Business as of the Acquired Companies for the eight (8) months ended August 31September 21, 2007 (the “Balance Sheet Date”) 2003, and the related statements unaudited combined consolidated statement of incomeearnings for the seven (7) month period then ended (the "Interim Financials"). The Year-end Statements and the Interim Financials (together, retained earningsthe "Financial Statements") present fairly, shareholders’ equity in all material respects, the financial position and results of operation and cash flows of each the Business as of the Acquired Companies (dates and for the “Interim Financials” periods then ended, and collectively with the Year End Financials and the Company Audited Financial Statements, the “Company Financial Statements”). The Company Financial Statements have been prepared in accordance with GAAP consistently applied on a consistent basis in accordance with past practices throughout the periods indicated. The Company Financial Statements present fairly covered thereby, except (y) as described in all material respects the financial position and operating results of the Acquired Companies as of the datesSeller Disclosure Schedule, and for the periods, indicated therein, subject, (z) in the case of the Interim Financials, to for normal year-end audit adjustments. No financial statements adjustments (none of any Person which, other than with respect to rebates, are material) and the Acquired Companies are omission of footnote disclosures required by GAAP GAAP. Seller has heretofore delivered to be Buyer a pro forma calculation of Net Book Value assuming the Closing Date was the date of the Interim Financials based upon the Interim Financials (the "Pro Forma Net Book Value"). The Pro Forma Net Book Value was calculated in good faith using the amounts reflected on the balance sheet included in the Company Financial StatementsInterim Financials.

Financial Statements; No Undisclosed Liabilities. 3.5.1The Company (a) The Corporation has delivered previously furnished or made available to GCI true and complete copies Buyer the following financial statements (the “Financial Statements”) of the Corporation: (i) the audited consolidated and consolidating balance sheets of each of the Acquired Companies Corporation and its Subsidiaries as of (x) December 31, 2004, 2011 (the “Latest Balance Sheet”) and (y) December 31, 2005 2010, and December 31, 2006 and 2009; (ii) the related audited consolidated statements of income, retained earnings, shareholdersstockholders’ equity and cash flows of each of the Acquired Companies Corporation and its Subsidiaries (including any related notes) for each of the 12-month periods years ended on such dates (the “Year End Financials”)December 31, 2011, December 31, 2010, and December 31, 2009; and (iic) the unaudited balance sheet consolidated financial statements of the Corporation and its Subsidiaries for each of the Acquired Companies for months in 2012 ended prior to the eight (8) months ended August 31Effective Date, 2007 (the “Balance Sheet Date”) and the related statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies (the “Interim Financials” and collectively with the Year End Financials and the Company Audited Financial Statements, the “Company Financial Statements”). The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated. The Company Financial Statements present fairly in all material respects the financial position and operating results of the Acquired Companies as of the dates, and for the periods, indicated therein, subjecttogether with, in the case of each financial statement referred to in clause (i) and (ii), the Interim Financialsreports thereon of Cashuk, to normal year-end audit adjustmentsWiseman, Goldberg, Xxxxxxxx & Salem, LLP and Xxxxxxxxx and Xxxxxxxxx. No financial statements of any Person other than the Acquired Companies are required by GAAP to be The balance sheets included in the Company Financial StatementsStatements fairly present, in all material respects, the financial condition of the Corporation as of the date thereof, and the other related statements included in the Financial Statements fairly present, in all material respects, the results of operations and changes in financial condition of the Corporation and its Subsidiaries for the periods presented therein in accordance with GAAP, applied by the Corporation on a consistent basis during the periods involved, except as otherwise indicated in the notes thereto.

Financial Statements; No Undisclosed Liabilities. 3.5.1The Company has delivered to GCI true and complete copies of (a) Schedule 4.7(a) sets forth (i) the audited consolidated and consolidating balance sheets unaudited statement of each income of the Acquired Companies as of December 31, 2004, December 31, 2005 and December Company for the twelve-month period ended August 31, 2006 (the "Statement Date," and the related statements such unaudited statement of income, retained earnings, shareholders’ equity and cash flows the "Statement of each of the Acquired Companies for each of the 12-month periods ended on such dates (the “Year End Financials”Income"), and the unaudited balance sheet of the Company as of August 31, 2006 (together with the Statement of Income, the "2006 Financials"), (ii) the unaudited balance sheet of each the Company as of August 31, 2005 and the unaudited statement of income of the Acquired Companies Company for the eight (8) months 5 month period ended August 31, 2007 2005 (the “Balance Sheet Date”"2005 Financials", and together with the 2006 Financials, the "Annual Financial Statements") and (iii) the unaudited statement of income of the Company for the three month period ended November 30, 2006 (the "Interim Statement of Income") and the related statements of income, retained earnings, shareholders’ equity and cash flows of each unaudited balance sheet of the Acquired Companies Company as of November 30, 2006 (the “"Interim Balance Sheet" and together with the Interim Statement of Income, the "Interim Financials” "; and collectively the Interim Financials together with the Year End Annual Financials and Statements referred to as the Company Audited Financial Statements, the “Company "Financial Statements”". Except as set forth on Schedule 4.7(a). The Company , the Financial Statements have been prepared in accordance with the historical accounting policies and books and records of the Business and are consistent with GAAP applied on a consistent basis throughout basis, subject to normal year end adjustments and the periods indicatedabsence of footnotes. The Company Financial Statements present fairly in all material respects the financial position and operating results of the Acquired Companies as of the dates, and for the periods, indicated therein, subject, constitute "trial balance" statements which in the case of the Interim Financials, to normal year-end audit adjustments. No 2005 Financials have been incorporated without adjustment into Parent's audited financial statements of any Person other than the Acquired Companies are required for such fiscal year which were audited by GAAP to be included in the Company Financial StatementsBDO Dunwoody, LLP.

Financial Statements; No Undisclosed Liabilities. 3.5.1The Company has delivered to GCI true and complete copies of (ia) the The Company's audited consolidated and consolidating balance sheets of each of the Acquired Companies sheet as of December 31, 20042014 and the related consolidated statement of income, stockholders' equity and cash flows for the fiscal year then ended and the Company's audited balance sheet and statements of income, stockholders' equity and cash flows for the fiscal years ended December 31, 2005 2013 and December 31, 2006 2012 and the Company's unaudited consolidated balance sheet as of June 30, 2015 (the "Latest Balance Sheet") and the related statements consolidated statement of income, retained earnings, shareholders’ stockholders' equity and cash flows of each of for the Acquired Companies for each of the 12-month periods six (6) months then ended on such dates (the “Year End Financials”)foregoing audited and unaudited financial statements, and (ii) collectively, the unaudited balance sheet of each of the Acquired Companies for the eight (8) months ended August 31, 2007 (the “Balance Sheet Date”) and the related statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies (the “Interim Financials” and collectively with the Year End Financials and the Company Audited "Financial Statements, the “Company Financial Statements”). The Company Financial Statements ") (i) have been prepared in all material respects in accordance with GAAP applied on a consistent basis throughout GAAP, (ii) have been prepared from and are in accordance with the periods indicated. The books and records of the Company Financial Statements and its Subsidiaries and (iii) present fairly in all material respects the consolidated financial position condition and operating results of operations of the Acquired Group Companies (taken as a whole) as of the dates, times and for the periods, indicated periods referred to therein, subject, subject in the case of the Interim Financials, unaudited financial statements to (i) the absence of footnote disclosures and other presentation items and (ii) changes resulting from normal year-end audit adjustments. No financial statements of any Person other than the Acquired Companies adjustments that are required by GAAP to be included not, in the aggregate, material to the unaudited financial statements. The Company has provided Parent with true, complete and correct copies of the Financial StatementsStatements in Schedule 3.05(a).

Financial Statements; No Undisclosed Liabilities. 3.5.1The Company has delivered to GCI true (i) Schedule 3.1(f) contains true, correct and complete copies of the following financial statements (ithe “Financial Statements”): (A) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2017 and the related unaudited consolidated statements of operations, stockholders’ equity and cash flows for the six (6)-month period then ended (the “Unaudited Financial Statements”); and (B) the audited consolidated and consolidating balance sheets of each sheet of the Acquired Companies Company and its Subsidiaries as of the years ended December 31, 2004, December 31, 2005 2015 and December 31, 2006 2016 and the related consolidated statements of incomeoperations, retained earningsstockholders’ equity and cash flows, shareholderstogether with the notes and schedules thereto (the “Audited Financial Statements”). The consolidated balance sheets included in the Financial Statements fairly present, in all material respects, the financial position of the Company and its Subsidiaries as of their respective dates, and the related consolidated statements of operations, stockholders’ equity and cash flows of each the Company and its Subsidiaries included in the Financial Statements fairly present, in all material respects, the results of the Acquired Companies for each of the 12-month periods ended on such dates (the “Year End Financials”), and (ii) the unaudited balance sheet of each of the Acquired Companies for the eight (8) months ended August 31, 2007 (the “Balance Sheet Date”) and the related statements of income, retained earnings, shareholders’ equity their operations and cash flows of for the periods indicated, in each of the Acquired Companies (the “Interim Financials” and collectively with the Year End Financials and the Company Audited Financial Statementscase, the “Company Financial Statements”). The Company Financial Statements have been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) consistently applied on a consistent basis throughout the periods indicated. The Company Financial Statements present fairly in all material respects respects, with only such deviations from such accounting principles or their consistent application as are referred to in the financial position notes to the Financial Statements or otherwise therein and operating results of the Acquired Companies as of the dates, and for the periods, indicated therein, subject, in the case of the Interim FinancialsUnaudited Financial Statements, to normal and recurring year-end audit adjustmentsadjustments and the absence of notes. No financial statements The Financial Statements, including the footnotes thereto, have been prepared from the books and records of any Person other than the Acquired Companies are required by GAAP to be included in the Company Financial Statementsand its Subsidiaries.