Common use of Financial Statements; Non-GAAP Financial Measures Clause in Contracts

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries (as defined below) at the respective dates of and for the respective periods to which they apply. The financial statements of the Company and its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data included in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the Exchange Act and Item 10(e) of Regulation S-K under the Securities Act.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) subsidiaries included in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position position, results of operations and cash flows of the Company and its consolidated Subsidiaries (as defined below) subsidiaries at the respective dates of and for the respective periods to which they apply. The specified, and such financial statements of the Company and its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. The Any selected historical operating and financial data included in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included thereinin the Registration Statement and Prospectus. Except as included thereinIn addition, no historical or any pro forma financial statements or supporting schedules are required to be and the related notes thereto included in the Registration StatementStatement and the Prospectus present fairly the information shown therein, any preliminary prospectus or have been prepared in accordance with the Prospectus. To Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the extent applicablebases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all disclosures contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the Exchange 1934 Act and the 1934 Act Regulations and Item 10(e) 10 of Regulation S-K under the Securities 1933 Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries (as defined below) subsidiaries at the respective dates indicated and the consolidated statements of operations, other comprehensive income (loss), stockholders’ equity and for the respective periods to which they apply. The financial statements cash flows of the Company and its consolidated Subsidiaries (as defined below) subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be explicitly stated in the notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected summary consolidated financial data included in the Registration Statement, the Pricing General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, any preliminary prospectus the General Disclosure Package or the ProspectusProspectus under the 1933 Act or the 1933 Act Regulations. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the Exchange 1934 Act and Item 10(e) 10 of Regulation S-K under of the Securities 1933 Act, in each case as in effect on the date hereof and to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The historical consolidated financial statements of the Company and its consolidated Subsidiaries (as defined below) included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, comply present fairly, in all material respects with the requirements of the Securities Act and present fairly in all material respects respects, the financial position condition of the Company and its consolidated Subsidiaries (as defined below) subsidiaries at the respective dates indicated and the statement of operations, owners’ equity and for the respective periods to which they apply. The financial statements cash flows of the Company and its consolidated Subsidiaries (as defined below) subsidiaries for the periods specified, and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedpresented. The supporting schedules, if any, relating to the Company and its consolidated subsidiaries present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data Except as included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included thereinProspectus, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the Prospectus. To the extent applicable, all disclosures contained incorporated by reference in the Registration Statement, the Pricing General Disclosure Package or the ProspectusProspectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained or incorporated by reference in the Registration Statement, if any, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the Exchange Act 1934 Act, and Item 10(e) 10 of Regulation S-K under the Securities 1933 Act, in each case to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries (as defined below) at the respective dates of and indicated or for the respective periods to which they apply. The financial statements of the Company and its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included thereintherein prepared by the Company and audited by Xxxxxxx & Xxxxxxx. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Commission Regulation G under the Exchange Act and Item 10(e) of Regulation S-K under the Securities Act.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects respect the financial position of the Company and its consolidated Subsidiaries (as defined below) subsidiaries at the respective dates indicated and the statement of operations, stockholders’ equity and for the respective periods to which they apply. The financial statements cash flows of the Company and its consolidated Subsidiaries (as defined below) subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the Pricing General Disclosure Package and the Prospectus present fairly in all material respects respect the information shown therein and and, except as otherwise stated therein, have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, any preliminary prospectus the General Disclosure Package or the ProspectusProspectus under the 1933 Act or the 1933 Act Regulations. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) ), if any, comply in all material respects with Regulation G under of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Item 10(e) 10 of Regulation S-K under of the Securities 1933 Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in each of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notesnotes thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and present fairly in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries (subsidiaries as defined below) at of the respective dates shown and its results of operations and cash flows for the respective periods to which they apply. The shown, and such financial statements of the Company and its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involvedcovered thereby except for any normal year-end adjustments in the Company’s quarterly financial statements. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the other financial information required to be stated therein. The selected financial data included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus present has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included thereinthereby. Except as included therein, no historical or The pro forma financial statements statements, if any, or supporting schedules are required to be data included in the Registration Statement, any preliminary prospectus or the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by comply with the rules and regulations applicable requirements of the Commission) comply in all material respects with Regulation G under Act and the Exchange Act Act, and Item 10(e) the assumptions used in the preparation of Regulation S-K under such pro forma financial statements and data are reasonable, the Securities Actpro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the ProspectusFinal Offering Memorandum, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries (as defined below) subsidiaries at the respective dates indicated and the statements of operations, stockholders’ equity and for the respective periods to which they apply. The financial statements cash flows of the Company and its consolidated Subsidiaries (as defined below) subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the Pricing Disclosure Package and the Prospectus Offering Memorandum present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or The pro forma financial statements or supporting schedules are required to be and the related notes thereto included in the Registration StatementOffering Memorandum present fairly the information shown therein, any preliminary prospectus or have been prepared in accordance with the ProspectusCommission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the ProspectusFinal Offering Memorandum, if anyor incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the Exchange 1934 Act and Item 10(e) 10 of Regulation S-K under of the Securities 1933 Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of and the Company and its consolidated Subsidiaries (as defined below) included related notes thereto incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and Prospectus present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries (subsidiaries as defined below) at of the respective dates indicated and the results of their operations, changes in stockholders’ equity and the changes in their cash flows for the respective periods to which they apply. The specified; such financial statements of the Company and its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP covered thereby; and the other financial information required to be stated therein. The selected financial data included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included thereinthereby. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus the Pricing Prospectus or the ProspectusProspectus under the Act or the rules and regulations promulgated thereunder. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the Exchange Act and Item 10(e) 10 of Regulation S-K under the Securities Act., to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto;

Financial Statements; Non-GAAP Financial Measures. The historical financial statements of (including the Company related notes and its consolidated Subsidiaries (as defined belowsupporting schedules) included in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, Prospectus comply as to form in all material respects with the requirements of Regulation S-X under the Securities Act and present fairly 1933 Act, are accurate in all material respects and present fairly the financial position of the Company and its on a consolidated Subsidiaries (as defined below) basis at the respective dates of and for the respective periods to which they apply. The date indicated; said financial statements of the Company and its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the Pricing General Disclosure Package and the Prospectus present fairly the information shown therein in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma No other financial statements or supporting schedules of the Company or any of its subsidiaries are required to be included in the Registration Statement, any preliminary prospectus General Disclosure Package or Prospectus under the Prospectus1933 Act and the 1933 Act Regulations. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the Exchange 1934 Act and Item 10(e) 10 of Regulation S-K under of the Securities 1933 Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The historical consolidated financial statements of the Company and its consolidated Subsidiaries (as defined below) included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notesnotes thereto, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position position, results of operations and cash flows of the Company and its consolidated Subsidiaries (as defined below) at the respective dates of indicated and for the respective periods to which they apply. The specified; said financial statements of the Company and its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated involved (except as otherwise noted therein. The selected financial data included in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein). Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations, and the Company does not have any preliminary prospectus material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the General Disclosure Package and the Prospectus. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if anyor incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the Exchange 1934 Act and Item 10(e) 10 of Regulation S-K under the Securities 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated Subsidiaries (as defined below) at the respective dates indicated and the statement of operations, stockholders’ equity (deficit) and for the respective periods to which they apply. The financial statements cash flows of the Company and its consolidated Subsidiaries (as defined below) for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedinvolved except where and to the extent noted therein. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the Pricing General Disclosure Package and the Prospectus Prospectus, if any, present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein, except where and to the extent noted. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, any preliminary prospectus the General Disclosure Package or the ProspectusProspectus under the Securities Act. To the extent applicable, all All disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the Exchange Act and Item 10(e) 10 of Regulation S-K under of the Securities Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company statements, together with related notes and its consolidated Subsidiaries (as defined below) schedules, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position and the results of operations and cash flows of the Company and its consolidated Subsidiaries (as defined below) entities purported to be shown thereby, at the respective indicated dates of and for the respective periods to which they applyindicated periods. The Such financial statements of the Company and its consolidated Subsidiaries (as defined below) related schedules have been prepared in conformity accordance with U.S. generally accepted accounting principles (“GAAP”) , consistently applied on a consistent basis throughout the periods involved, except as disclosed therein, and all adjustments necessary for a fair presentation of results for such periods have been made. The supporting schedulespro forma financial statements, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial or data included in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, if any, regarding “comply with the applicable requirements of the Act and the Exchange Act, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. Any non-GAAP financial measures” measure (as such term is defined by the rules and regulations of the Commission) comply ), contained in the Registration Statement, the Disclosure Package and the Prospectus has been derived from the accounting records of the Company or its predecessors for accounting purposes, fairly presents in all material respect the information purported to be shown thereby and complies in all material respects with Regulation G under of the Exchange Act Act, and Item 10(e) 10 of Regulation S-K under the Securities Act, to the extent applicable. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Disclosure Package or the Prospectus that are not included as required.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) subsidiaries included in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, together with the related schedules and notes, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the financial position position, results of operations and cash flows of the Company and its consolidated Subsidiaries (as defined below) subsidiaries at the respective dates of and for the respective periods to which they apply. The specified, and such financial statements of the Company and its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Registration Statement and Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected historical operating and financial data included in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements included thereinin the Registration Statement and Prospectus. Except as included thereinIn addition, no historical or any pro forma financial statements or supporting schedules are required to be and the related notes thereto included in the Registration StatementStatement and the Prospectus present fairly the information shown therein, any preliminary prospectus or have been prepared in accordance with the Prospectus. To Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the extent applicablebases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and all disclosures contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, if any, Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under of the Exchange 1934 Act and the 1934 Act Regulations and Item 10(e) 10 of Regulation S-K under the Securities 1933 Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The audited financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, together with the related schedules and notes, comply present fairly, in all material respects with the requirements of the Securities Act and present fairly in all material respects respects, the financial position of the Company applicable entity to which they relate and its consolidated Subsidiaries (as defined below) subsidiaries at the respective dates indicated and the statement of operations, stockholders’ equity and for cash flows of the respective periods applicable entity to which they apply. The financial statements of the Company relate and its consolidated Subsidiaries (as defined below) subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the Pricing General Disclosure Package and the Prospectus present fairly fairly, in all material respects respects, the information shown therein and have been compiled on a basis consistent consistent, in all material respects, with that of the audited financial statements included therein. The pro forma financial information and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein, have been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information and have been compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G Prospectus under the Exchange 1933 Act and Item 10(e) of Regulation Sor the 1933 Act Regulations, including Rule 3-K under the Securities Act.05