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

Financial Statements; No Undisclosed Liabilities. The audited financial statements and unaudited interim financial statements (including the related notes and schedules) of the Company and its consolidated subsidiaries included or incorporated by reference in the Company SEC Reports (the “Company Financial Statements”) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods reflected therein and fairly present the financial position of the Company and its consolidated subsidiaries as of the dates indicated and its consolidated results of operations and cash flows for the periods then ended, subject, in the case of any unaudited interim financial statements, to normal and recurring year-end adjustments that, in the aggregate, are not material. Neither the Company nor any of its Subsidiary has any liabilities, whether accrued, contingent or otherwise, other than (a) liabilities disclosed in the Company Disclosure Schedule or the Company SEC Reports filed prior to the date hereof, (b) liabilities reflected in the balance sheet as of September 30, 2004 included in the Company Financial Statements (the “September 30, 2004 Balance Sheet”), (c) liabilities incurred since September 30, 2004 in the ordinary course of business, and (d) liabilities in an aggregate amount that would not, and would not be likely to have, a Company Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. The audited financial statements and unaudited interim financial statements (including the related notes and schedules) of the Company and its consolidated subsidiaries included or incorporated by reference in the Company SEC Reports Documents (the “"Company Financial Statements”") were have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis during (except as may be indicated therein or in the periods reflected therein notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its the consolidated subsidiaries as Subsidiaries of the Company as at the dates indicated thereof and its the consolidated results of their operations and cash flows for the periods then ended, ended (subject, in the case of any unaudited interim financial statements, to normal and recurring year-end adjustments thatand any other adjustments described therein). Since December 31, in the aggregate1997, are not material. Neither neither the Company nor any of its Subsidiary the Company's Subsidiaries has incurred any liabilitiesliabilities or obligations of any nature, whether or not accrued, absolute, contingent or otherwise, that would have a Material Adverse Effect, other than liabilities (ai) liabilities disclosed in the Company Disclosure press releases set forth on Schedule 5.10, Schedule 5.10 or the Company SEC Reports Documents filed prior to the date hereofof this Agreement (all of which have been furnished to the Purchasers), (bii) liabilities reflected in the balance sheet as of September 30, 2004 included adequately provided for in the Company Financial Statements or disclosed in any related notes thereto (all of which have been furnished to the “September 30, 2004 Balance Sheet”Purchasers), (ciii) liabilities not required under GAAP to be reflected in the Company Financial Statements, or disclosed in any related notes thereto, (iv) incurred since September 30in connection with the Permanent Financing, 2004 this Agreement or the other Transaction Documents, or (v) incurred in the ordinary course of business, and (d) liabilities in an aggregate amount that would not, and would not be likely to have, a Company Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. The audited financial statements and unaudited interim financial statements (including the related notes and schedulesSection 3.7(g) of the Company and its consolidated subsidiaries included or incorporated by reference in Disclosure Schedule sets forth (i) the audited balance sheet of the Company SEC Reports as of December 31, 2021 and the related statements of income and cash flows (or the equivalent) for the fiscal year then ended and (ii) the unaudited balance sheet of the Company as of June 30, 2022 and the related statements of income and cash flows (or the equivalent) for the fiscal quarter then ended (the “Current Balance Sheet”). Each of the financial statements referenced above (including in all cases the notes thereto, if any), fairly presents the financial condition of the Company Financial Statements”) were as of the respective dates thereof and the operating results of the Company for the periods covered thereby and has been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP consistently applied on a consistent basis during throughout the periods reflected therein and fairly present the financial position of the Company and its consolidated subsidiaries as of the dates indicated and its consolidated results of operations and cash flows for the periods then endedcovered thereby, subject, in the case of any unaudited interim financial statementsthe foregoing clause (ii), to normal and recurring yearthe absence of footnote disclosures (none of which footnote disclosures would, alone or in the aggregate, be materially adverse to the business, operations, assets, liabilities, financial condition, operating results, value, cash flow or net worth of the Company). As of the Closing Date, the Company has no liabilities of any type whatsoever whether or not accrued, absolute, contingent, matured, unmatured, known or unknown, on- or off-end adjustments thatbalance sheet except for (i) liabilities reflected or reserved against the Current Balance Sheet; (ii) liabilities incurred since June 30, 2022 in the ordinary course that do not, in the aggregate, are not material. Neither the Company nor any of its Subsidiary has any liabilities, whether accrued, contingent or otherwise, other than (a) liabilities disclosed in the Company Disclosure Schedule or the Company SEC Reports filed prior to the date hereof, (b) liabilities reflected in the balance sheet as of September 30, 2004 included in the Company Financial Statements (the “September 30, 2004 Balance Sheet”), (c) liabilities incurred since September 30, 2004 in the ordinary course of business, exceed *redacted*; and (diii) those liabilities in an aggregate amount that would not, and would not be likely to have, a Company Material Adverse Effectset forth on Section 3.7(g)(iii) of the Disclosure Schedule.

Financial Statements; No Undisclosed Liabilities. The audited financial statements and unaudited interim financial statements (including the related notes and schedules) of the Company and its consolidated subsidiaries included or incorporated by reference in the Company SEC Reports as of dates and for periods after July 31, 1996 (the “"Company Financial Statements”") were prepared in accordance conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods reflected therein AICPA Statement of Position 90-7 and fairly present the financial position of the Company and its consolidated subsidiaries as of the dates indicated and its consolidated results of operations and cash flows for the periods then endedended in conformity with generally accepted accounting principles, subject, in the case of any unaudited interim financial statements, to normal and recurring year-end adjustments thatadjustments, none of which, except as set forth on Section 3.09 of the Company Disclosure Schedule, would be reasonably likely to be, individually or in the aggregate, are material in amount. The Company does not material. Neither the Company nor any of its Subsidiary has have any liabilities, whether accrued, contingent contingent, or otherwise, other than (a) liabilities disclosed in the Company Disclosure Schedule or the Company SEC Reports filed prior to the date hereofReports, (b) liabilities reflected in the balance sheet as of September 30October 31, 2004 1997 included in the Company Financial Statements (the “September 30, 2004 "October 1997 Balance Sheet”"), (c) liabilities liabilities, ordinary in nature and amount, incurred since September 30October 31, 2004 in the ordinary course of business1997, and (d) liabilities in an aggregate amount that would not, and would is not be likely material to have, a Company Material Adverse Effectthe Company.

Financial Statements; No Undisclosed Liabilities. (a) The audited Company has delivered to Acquirer its audited, consolidated financial statements for the fiscal year ended December 31, 2018, and unaudited interim its unaudited, consolidated financial statements for the six-month period ended June 30, 2018 (including collectively, and together with, when available, the related notes and schedulesClosing Deliverable Financials, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and its consolidated subsidiaries included or incorporated by reference in the Company SEC Reports (the “Company Financial Statements”) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods reflected therein books and fairly present the financial position records of the Company and its the Subsidiaries, (ii) fairly and accurately present, in all material respects, in accordance with GAAP, the consolidated subsidiaries as financial condition of the Company and the Subsidiaries at the dates therein indicated and its the consolidated results of operations and cash flows of the Company and the Subsidiaries for the periods then ended, therein specified (subject, in the case of any unaudited interim period financial statements, to normal and recurring year-end adjustments thataudit adjustments, none of which individually or in the aggregateaggregate are or will be material in amount) and (iii) were prepared in all material respects in accordance with GAAP, are not materialapplied on a consistent basis throughout the periods involved, including, for the avoidance of doubt, footnote disclosures. Neither In addition, the Company nor any has delivered to Acquirer its unaudited, consolidated financials for the six-month period ended June 30, 2019 (including a balance sheet, statements of its Subsidiary has any liabilities, whether accrued, contingent or otherwise, other than (aoperations and statements of cash flows) liabilities disclosed that have been produced in the Company Disclosure Schedule or the Company SEC Reports filed prior to the date hereof, (b) liabilities reflected in the balance sheet as of September 30, 2004 included in the Company Financial Statements (the “September 30, 2004 Balance Sheet”), (c) liabilities incurred since September 30, 2004 in the Company’s ordinary course of business, and (d) liabilities in an aggregate amount that would not, and would not be likely to have, a Company Material Adverse Effectmonthly closing process.

Financial Statements; No Undisclosed Liabilities. The audited financial statements (a) Schedule 2.6(a) sets forth true, correct and unaudited interim financial statements (including the related notes and schedules) complete copies of the Company Company’s and its the Subsidiaries of the Company’s (i) unaudited consolidated subsidiaries included or incorporated by reference in the Company SEC Reports balance sheet as of September 30, 2022 (the “Company Balance Sheet Date”) and the related unaudited consolidated statements of income, changes in stockholders’ equity and cash flow for the one-year period then ended (the “Unaudited Financial Statements”) were and (ii) audited consolidated balance sheets and related audited consolidated statements of income, changes in stockholders’ equity, and cash flow for the fiscal years ended 2021, 2020 and 2019 (together with the Unaudited Financial Statements, the “Financial Statements”). Each of the Financial Statements has been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods reflected therein involved (“GAAP”), except as may be otherwise specified in such Financial Statements and except that Unaudited Financial Statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries Subsidiaries as of and for the dates indicated thereof and its consolidated the results of operations and cash flows for the periods then ended, subject, in the case of any unaudited interim financial statementsUnaudited Financial Statements, to the absence of notes and normal and recurring year-end adjustments that, in the aggregate, are not materialaudit adjustments. Neither The books and records of the Company nor any of and its Subsidiary has any liabilities, whether accrued, contingent or otherwise, other than (a) liabilities disclosed Subsidiaries have been kept and maintained in the Company Disclosure Schedule or the Company SEC Reports filed prior to the date hereof, (b) liabilities reflected all material respects in the balance sheet as of September 30, 2004 included in the Company Financial Statements (the “September 30, 2004 Balance Sheet”), (c) liabilities incurred since September 30, 2004 in the ordinary course of business, and (d) liabilities in an aggregate amount that would not, and would not be likely to have, a Company Material Adverse Effectaccordance with applicable Laws.

Financial Statements; No Undisclosed Liabilities. The audited financial statements and unaudited interim financial statements (including the related notes and schedulesa) Section 4.6(a) of the Disclosure Schedules sets forth the following financial statements of Seller, the Company and its consolidated subsidiaries included or incorporated by reference in the Company SEC Reports Subsidiaries: (i) audited consolidated balance sheets as of December 31, 2020 and December 31, 2021, and related audited consolidated statements of income, changes in stockholders’ equity, and cash flow for the fiscal years ended December 31, 2020 and December 31, 2021 (the “Company Audited Financial Statements”), and (ii) were unaudited consolidated balance sheet as of March 31, 2022 (the “Most Recent Balance Sheet”) and related unaudited consolidated statements of income, changes in stockholders’ equity and cash flow for the three months then ended (the “Unaudited Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”). Each of the Financial Statements (i) was prepared from, and is consistent with, the books and records of Seller, the Company and each Company Subsidiary, (ii) has been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP consistently applied on a consistent basis during throughout the periods reflected therein covered thereby, and fairly present (iii) presents fairly, in all material respects, the financial position of and the Company and its consolidated subsidiaries as of the dates indicated and its consolidated results of operations of Seller, the Company and cash flows for the Company Subsidiaries as of the respective dates thereof or the respective periods then ended, ended (subject, in the case of any unaudited interim financial statementsthe Unaudited Financial Statements, to the absences of footnotes thereto 45 US-DOCS\131312541.20 and normal and recurring year-end adjustments thatadjustments, in each case, none of which are or will be, individually or in the aggregate, are not material. Neither the Company nor any of its Subsidiary has any liabilities, whether accrued, contingent or otherwise, other than (a) liabilities disclosed in the Company Disclosure Schedule or the Company SEC Reports filed prior to the date hereof, (b) liabilities reflected in the balance sheet as of September 30, 2004 included in the Company Financial Statements (the “September 30, 2004 Balance Sheet”), (c) liabilities incurred since September 30, 2004 in the ordinary course of business, and (d) liabilities in an aggregate amount that would not, and would not be likely to have, a Company Material Adverse Effect.