Common use of Financial Statements; Books and Records Clause in Contracts

Financial Statements; Books and Records. Attached hereto as part of Schedule 3.6 are true, correct and complete copies of (a) the unaudited, combined balance sheets of the Company and, with respect to the Transferred Assets and Assumed Liabilities, the Sellers, as of January 30, 2010, January 29, 2011 and January 28, 2012, and the related unaudited, combined statements of income for the respective twelve-month periods then ended and (b) the unaudited balance sheet of the Company, and with respect to the Transferred Assets and Assumed Liabilities, the Sellers, as of October 27, 2012, (the “Most Recent Balance Sheet”), and the related unaudited statement of income for the 9-month period then ended. The financial statements described in clauses (a) and (b) above are collectively referred to herein as the “Financial Statements”. Except as set forth on Schedule 3.6, the Financial Statements (including in all cases the notes thereto) (x) have been prepared in accordance with GAAP, consistently applied throughout the periods indicated, (y) have been prepared from, and in all material respects in accordance with, the books and records of the Company, and (z) fairly present in all material respects the financial condition of the Company and accurately reflect in all material respects the operating results of the Company (in each case as of the applicable dates or for the applicable periods); provided, however, that the Financial Statements do not contain all notes required under GAAP. The books of account, minute books and other records of the Company, all of which have been made available to the Purchasers, are, in all material respects, true, correct and complete and have been maintained in accordance with sound business practices. At the Closing, all such corporate books and records will be in the possession of the Company.

Financial Statements; Books and Records. Attached hereto as part of Schedule 3.6 are true(i) The Company has provided Metzxxx xxxh the following financial statements, correct and complete copies of which are set forth on Section 3.2(f) of the RMI Disclosure Schedule (acollectively the "FINANCIAL STATEMENTS"): (A) the unaudited, combined audited consolidated balance sheets and related statements of income, changes in stockholders' equity and cash flows for the Company) as of and for each of the Company andfiscal years ended December 31, with respect 1994, 1995 and 1996 (the latest of these being referred to as the Transferred Assets and Assumed Liabilities, the Sellers, as of January 30, 2010, January 29, 2011 and January 28, 2012"MOST RECENT FISCAL YEAR END"), and the related unaudited, combined statements of income for the respective twelve-month periods then ended and (bB) the unaudited consolidated balance sheet of the Company, and with respect to the Transferred Assets and Assumed Liabilities, the Sellers, as of October 27May 31, 2012, 1997 (the “Most Recent Balance Sheet”), "LATEST BALANCE SHEET") and the related unaudited statement of income for the 9-month period five months then ended. The financial statements described in clauses (a) and (b) above are collectively referred to herein as the “Financial Statements”. Except as set forth on Schedule 3.6, the Financial Statements (including in all cases the notes thereto) (x) are correct and complete, have been prepared in accordance with GAAP, consistently applied throughout the periods indicated, (y) have been prepared from, and in all material respects in accordance with, the books and records of the Company, and (z) fairly present in all material respects the financial condition position and results of operations of the Company as of the times and for the periods referred to therein. (ii) The Company's books and records are and have been properly prepared and maintained in form and substance adequate both for preparing financial statements in accordance with GAAP, and for subsequently auditing such statements pursuant to generally accepted auditing standards in the U.S., and fairly and accurately reflect all of the assets and Known Liabilities of the Company and accurately reflect in all material respects the operating results of contracts and transactions to which the Company (in each case as is or was a party or by which the Company or any of the applicable dates its business or for the applicable periods); provided, however, that the Financial Statements do not contain all notes required under GAAPassets is or was affected. The books of account, corporate minute books and other records of the Company, all copies of which have been made available to the PurchasersMetzxxx, are, in xxrrectly reflect all resolutions adopted and all other material respects, true, correct and complete and have been maintained in accordance with sound business practices. At the Closing, corporate actions taken at all such corporate books and records will be in the possession meetings or through consents of the Company.directors (including committees thereof)

Financial Statements; Books and Records. Attached hereto as part of Disclosure Schedule 3.6 are true, 4.2(a) contains true and correct and complete copies of (ai) the unauditedAnnual Financial Statements and (ii) the unaudited internally generated, combined balance sheets of sheet (the Company and“Interim Balance Sheet”) for each Seller at January 31, with respect to the Transferred Assets and Assumed Liabilities, the Sellers, as of January 30, 2010, January 29, 2011 and January 28, 20122014, and the related unaudited, combined statements of income for the respective twelve-month periods then ended and (b) the unaudited balance sheet of the Company, and with respect to the Transferred Assets and Assumed Liabilities, the Sellers, as of October 27, 2012, (the “Most Recent Balance Sheet”), and the related unaudited statement of income for the 9one-month period then ended. The financial statements described in clauses ended (a) collectively, with the Interim Balance Sheet, the “Interim Financial Statements”, and (b) above are collectively referred to herein as together with the Annual Financial Statements, the “Financial Statements”). Except as set forth on Schedule 3.6, the The Financial Statements (including in all cases the notes thereto) (x) have been prepared in accordance with GAAPAgreed Principles and fairly present, consistently applied throughout in all material respects, the financial position of each Seller as of the dates thereof and the results of each Seller’s operations and cash flows for the periods indicatedthen ended. Each Seller maintains a standard system of accounting, including without limitation internal accounting controls, established and administered in accordance with GAAP. There are no off-balance sheet transactions, arrangements, obligations, or relationships attributable to the Business that may have a Material Adverse Effect on the financial condition, results of operations, liquidity or capital resources, of the Business. Each Seller’s books and records (yincluding without limitation, all financial records, business records, minute books, equity transfer records, client lists, referral source lists and records pertaining to Products) have been prepared from, (i) are complete and correct in all material respects and all transactions to which such Seller is or has been a party are accurately reflected therein in accordance withwith the Agreed Principles, (ii) reflect all discounts, returns and allowances granted by such Seller with respect to the books and records of periods covered thereby, (iii) have been maintained in accordance with commercially reasonable business practices for the Company, and (z) fairly present Business in all material respects respects, (iv) form the financial condition of basis for the Company Financial Statements and (v) accurately reflect in all material respects the operating assets, liabilities, financial position, results of the Company (in each case as operations and cash flows of the applicable dates or for the applicable periods); provided, however, that the Financial Statements do not contain all notes required under GAAP. The books of account, minute books and other records of the Company, all of which have been made available to the Purchasers, are, in all material respects, true, correct and complete and have been maintained such Seller in accordance with sound business practices. At the Closing, all such corporate books and records will be in the possession of the CompanyAgreed Principles.

Financial Statements; Books and Records. Attached hereto as part of Schedule 3.6 are true, correct and complete (a) The Company has previously provided Parent with copies of (ai) the unaudited, combined consolidated balance sheets of the Company and, with respect to and the Transferred Assets and Assumed Liabilities, the Sellers, Company Bank as of January 30December 31, 2010, January 29, 2011 2020 and January 28, 20122019, and the related unaudited, combined consolidated statements of income operations, comprehensive income, changes in shareholders’ equity and cash flows for the respective twelve-month periods then years ended December 31, 2020 and 2019, accompanied by the independent auditor’s report of Xxx, Xxxxxxxx & Xxxxxxx, L.L.P. and (bii) the unaudited consolidated balance sheet of the Company, and with respect to the Transferred Assets and Assumed Liabilities, the Sellers, Company as of October 27September 30, 2012, (the “Most Recent Balance Sheet”), 2021 and the related unaudited statement consolidated statements of income operations for the 9-month period three and nine months then ended. The financial statements described in clauses ended (a) and (b) above are collectively referred to herein as collectively, the “Company Financial Statements”). Except The consolidated balance sheets of the Company referred to herein, as set forth on Schedule 3.6, well as the Financial Statements consolidated financial statements to be delivered pursuant to Section 7.2 hereof (including in all cases the notes theretorelated notes, where applicable) (x) have been prepared in accordance with GAAPfairly present or will fairly present, consistently applied throughout the periods indicated, (y) have been prepared from, and in all material respects in accordance withrespects, as the case may be, the books and records of the Company, and (z) fairly present in all material respects the consolidated financial condition of the Company and accurately reflect in all material respects the operating Company Bank as of the respective dates set forth therein, and the related consolidated statements of operations, shareholders’ equity and cash flows, as applicable (including the related notes), fairly present or will fairly present, as the case may be, the consolidated results of the operations, shareholders’ equity and cash flows of the Company (in each case and the Company Bank for the respective periods or as of the applicable respective dates or for set forth therein, subject, in the applicable periods); provided, however, that the Financial Statements do not contain all notes required under GAAP. The books of account, minute books and other records case of the Companyunaudited interim consolidated financial statements, all of which have been made available to the Purchasers, are, in all material respects, true, correct and complete and have been maintained in accordance with sound business practices. At the Closing, all such corporate books and records will be in the possession of the Companynormal year-end audit adjustments as permitted by GAAP.

Financial Statements; Books and Records. Attached hereto as part of Schedule 3.6 are LNB has previously delivered to Buyer true, correct and complete copies of (a) the unauditedstatements of condition of LNB as of December 31 for the fiscal years 2013 and 2014 and the related statements of income, combined balance sheets stockholders’ equity and cash flows for the fiscal years 2013 through 2014, inclusive, in each case accompanied by the audit report of the Company andXxxxxxxxx, independent public accountants with respect to the Transferred Assets and Assumed Liabilities, the Sellers, as of January 30, 2010, January 29, 2011 and January 28, 2012LNB, and the related unaudited, combined interim financial statements of income LNB as of and for the respective twelve-month periods then nine months ended September 30, 2015 and (b) the unaudited balance sheet of the Company, and with respect to the Transferred Assets and Assumed Liabilities, the Sellers, as of October 27, 2012, (the “Most Recent Balance Sheet”), and the related unaudited statement of income for the 9-month period then ended2014. The financial statements described in clauses (a) and (b) above are collectively referred to herein as in this Section 3.6 (including the “Financial Statements”. Except as set forth on Schedule 3.6related notes, where applicable) fairly present, and the financial statements referred to in Section 6.7 will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the Financial Statements results of the operations and financial condition of LNB for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in all cases the notes thereto) (x) have been Section 6.7 will be, prepared in accordance with GAAP, generally accepted accounting principles in the United States consistently applied throughout during the periods indicatedinvolved (“GAAP”), (y) except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements. The books and records of LNB have been prepared frombeen, and are being, maintained in all material respects in accordance with, the books with GAAP and records of the Company, any other applicable legal and (z) fairly present in all material respects the financial condition of the Company and accurately reflect in all material respects the operating results of the Company (in each case as of the applicable dates or for the applicable periods); provided, however, that the Financial Statements do not contain all notes required under GAAP. The books of account, minute books and other records of the Company, all of which have been made available to the Purchasers, are, in all material respects, true, correct and complete and have been maintained in accordance with sound business practices. At the Closing, all such corporate books and records will be in the possession of the Companyaccounting requirements.

Financial Statements; Books and Records. Attached hereto as part of Schedule 3.6 are true, correct and complete copies of (ai) the unaudited, combined balance sheets of the Company and, with respect to the Transferred Assets and Assumed Liabilities, the Sellers, as of January 30, 2010, January 29, 2011 and January 28, 2012, and the related unaudited, combined The reviewed financial statements of income Sakura at and for the respective twelve-month periods then fiscal years ended October 31, 1997, 1998 and 1999; (bii) the unaudited balance sheet of the Company, Sakura at and with respect to the Transferred Assets and Assumed Liabilities, the Sellers, as of October 27, 2012, (the “Most Recent Balance Sheet”), and the related unaudited statement of income for the 9three-month period then ended. The financial statements described in clauses ended January 31, 2000 (the "Seller Balance Sheet"); and (iii) the unaudited combined Sakura Pro Forma Statement of Income for the Year Ended October 31, 1999 (the "Pro Forma Income Statement"), (a) and have been provided to the Buyer by the Seller, (b) above are collectively referred comply as to herein as the “Financial Statements”. Except as set forth on Schedule 3.6, the Financial Statements (including form in all cases material respects with the notes applicable accounting requirements and the published rules and regulations with respect thereto, (c) (x) have been were prepared in accordance with GAAP, the books of account and other financial records of (I) the Seller and (II) GAAP consistently applied throughout the periods indicated(with respect to unaudited financial statements subject to normal year-end adjustments, consisting of normal recurring accruals), (yd) have been prepared fromfairly present the financial position of the Seller (which, in the case of the Pro Forma Income Statement, is on a combined basis) as at the respective dates thereof and the results of its operations and cash flows for the respective periods then ended, and in (e) include all material respects in accordance with, adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of the Seller and the results of operations of the Seller as of the respective dates thereof and for the respective periods covered thereby. The accounting books and records of the CompanySeller reflect all items of income and expense, and (z) fairly present all of its assets and liabilities, required to be reflected in all material respects the financial condition of the Company and accurately reflect in all material respects the operating results of the Company (in each case as of the applicable dates or for the applicable periods); provided, however, that the Financial Statements do not contain all notes required under accordance with GAAP. The books of account, minute All such books and other records of the Company, all of which have been made available to the Purchasers, are, in all material respects, true, correct and complete and have been maintained in accordance with sound business practices. At the Closing, all such corporate books and records will be in the possession of the CompanyBuyer.