Common use of Financial Statements; Internal Controls Clause in Contracts

Financial Statements; Internal Controls. (a) Prior to the date hereof the Company has made available to Acquiror true, complete and correct copies of the unaudited consolidated balance sheets of the Company as of December 31, 2020 and December 31, 2019 and related unaudited consolidated statements of income, shareholders’ equity and cash flows of the Company for each twelve (12) month period then ended (collectively, the “Financial Statements”). Subject to the absence of footnotes and normal year-end audit adjustments that are not material in amount or effect, the Financial Statements were prepared in accordance with GAAP and fairly present, in all material respects, the assets, liabilities, financial position, results of operations and cash flows of the Company as of and at the date thereof and for the period indicated therein, except as otherwise noted therein. (b) The Financial Statements were derived from the books and records of the Company and prepared in accordance with GAAP, using in all material respects the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied in the preparation of the consolidated financial statements of the Company in the last three (3) years. Since the Balance Sheet Date, the Company has not made any material change in the accounting practices or policies applied in the preparation of the Financial Statements, except as required by applicable Law or GAAP. (c) The Company maintains a system of accounting and internal controls designed to provide reasonable assurances regarding the reliability of the financial reporting and the preparation of the financial statements of the Company in accordance in all material respects with GAAP. The Company (including the Company’s personnel and independent accountants who participated in the preparation or review of financial statements or the internal accounting controls employed by the Company) has not identified nor been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves management of the Company or any personnel involved in financial reporting or (iii) any written claim or allegation regarding any of the foregoing.

Financial Statements; Internal Controls. (a) Prior to the date hereof the Company has made available to Acquiror true, complete and correct copies of the unaudited consolidated balance sheets of the Company as of December 31, 2020 and December 31, 2019 and related unaudited consolidated The audited statements of financial position, statements of comprehensive income, shareholdersstatements of changes in stockholders’ equity and statements of cash flows of the Company for each twelve (12) month period then the year ended November 30, 2024 (collectively, the “Financial Statements”). Subject to the absence of footnotes and normal year-end audit adjustments that are not material in amount or effect, the Financial Statements were prepared and audited in accordance with the standards, principles and practices specified therein and, subject thereto, in accordance with GAAP and fairly present, in all material respects, the assets, liabilities, financial position, results of operations and cash flows of the Company applicable Law as of and at the date thereof and for the period indicated thereinBalance Sheet Date, except as otherwise noted therein. Prior to the date hereof, true, complete and correct copies of the Financial Statements and, where applicable, the accompanying independent auditors’ reports have been made available to Acquiror. (b) The Financial Statements were derived from the books and records of the Company and prepared in accordance with GAAP, using fairly present in all material respects the same accounting principlesassets, practicesliabilities, procedures, policies cash flow and methods (with consistent classifications, judgments, inclusions, exclusions financial condition and valuation and estimation methodologies) used and applied in the preparation results of the consolidated financial statements operations of the Company in as of the last three (3) yearstimes and for the periods referred to therein. Since the Balance Sheet Date, the Company has not made any material change in the accounting practices or policies applied in the preparation of the Financial Statements, except as required by applicable Law or GAAP. (c) The Company maintains a system and, to the Company’s Knowledge, any director, officer, employee, auditor, accountant or representative of accounting and internal controls designed the Company, has not received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to provide reasonable assurances the Knowledge of the Company, oral, regarding the reliability of the financial reporting and the preparation of the financial statements accounting or auditing practices, procedures, methodologies or methods of the Company or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices and there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof. The financial statements, when delivered by the Company for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.02, will comply in all material respects with GAAP. The Company (including the Company’s personnel applicable accounting requirements and independent accountants who participated in with the preparation or review of financial statements or the internal accounting controls employed by the Company) has not identified nor been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves management rules and regulations of the Company or any personnel involved SEC and the Securities Act in financial reporting or (iii) any written claim or allegation regarding any effect as of the foregoingsuch date.

Financial Statements; Internal Controls. (a) Prior to the date hereof the The Company has provided or made available to Acquiror true, complete Parent and the Merger Sub true and correct copies of each of the following: (a) the Company’s unaudited consolidated balance sheets of the Company sheet as of March 31, 2013 (the “Latest Balance Sheet”) and the related statement of income for the three-month period then ended and (b) the Stockholder’s audited consolidated balance sheet and statements of income and cash flows for the fiscal years ended December 31, 2020 2012 and December 31, 2019 and related unaudited consolidated statements of income, shareholders’ equity and cash flows of the Company for each twelve (12) month period then ended 2011 (collectively, the “Financial Statements”). Subject to Except as set forth on the absence of footnotes and normal year-end audit adjustments that are not material in amount or effectattached Financial Statements Schedule, the Financial Statements were have been prepared in accordance with GAAP and fairly present, in all material respects, the assets, liabilities, financial position, results of operations and cash flows of the Company as of and at the date thereof and for the period indicated therein, except as otherwise noted therein. (b) The Financial Statements were derived from the books and records of the Company and prepared its Subsidiaries, are in accordance with GAAP, using consistently applied, and present fairly in all material respects the same accounting principles, practices, procedures, policies financial condition and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied in the preparation results of the consolidated financial statements operations of the Company and its Subsidiaries (taken as a whole) as of the times and for the periods referred to therein, subject to, in the last three (3) years. Since case of the Latest Balance Sheet Dateand the related statement of income, (i) the Company has not made any material change in the accounting practices or policies applied in the preparation absence of the Financial Statements, except as required by applicable Law or GAAP. footnote disclosures and other presentation items and (cii) changes resulting from normal year-end adjustments. The Company maintains a system of internal accounting and internal controls designed to, and to provide reasonable assurances regarding the reliability Company’s knowledge sufficient to, comply in all material respects with all legal and accounting requirements applicable to the business of the financial reporting Company and its Subsidiaries, and the preparation Company is not aware of any material deficiencies in any of such controls. Since January 1, 2011 through the date of this Agreement, (a) none of the Company, any of its Subsidiaries or, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received any material complaint, allegation, assertion or claim regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that any of such parties has engaged in improper or illegal accounting or auditing practices, and (b) to the knowledge of the Company, no attorney representing the Company or any of its Subsidiaries, whether or not employed by any such party, has reported evidence of material violation of federal or state securities Laws, breach of fiduciary duty or similar violation by any such party or any of their officers, directors, employees or agents to the board of directors of the Company or any committee thereof. Neither the Company nor any Subsidiary of the Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet arrangement or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Financial Statements or any other financial statements of the Company in accordance in all material respects with GAAP. The Company (including the Company’s personnel and independent accountants who participated in the preparation or review of financial statements or the internal accounting controls employed by the Company) has not identified nor been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves management of the Company or any personnel involved in financial reporting or (iii) any written claim or allegation regarding any of the foregoingits Subsidiaries.

Financial Statements; Internal Controls. (a) The audited statements of financial position, statements of comprehensive income, statements of changes in shareholders’ equity and statements of cash flows of the Company for the Audited Period (the “Audited Financial Statements”), were prepared and audited in accordance with the standards, principles and practices specified therein and, subject thereto, in accordance with GAAP, the standards of the Public Company Accounting Oversight Board and applicable Law as at the Balance Sheet Date, except as otherwise noted therein. Prior to the date hereof the Company has made available to Acquiror hereof, true, complete and correct copies of the unaudited consolidated balance sheets of the Company as of December 31, 2020 and December 31, 2019 and related unaudited consolidated statements of income, shareholders’ equity and cash flows of the Company for each twelve (12) month period then ended (collectively, the “Audited Financial Statements”). Subject , and the accompanying independent auditors’ reports, as applicable, have been made available to the absence of footnotes and normal year-end audit adjustments that are not material in amount or effect, the Financial Statements were prepared in accordance with GAAP and fairly present, in all material respects, the assets, liabilities, financial position, results of operations and cash flows of the Company as of and at the date thereof and for the period indicated therein, except as otherwise noted thereinAcquiror. (b) The Audited Financial Statements were derived from the books and records of the Company and prepared in accordance with GAAP, using except as may be indicated in the notes thereto. The Audited Financial Statements fairly present in all material respects the same accounting principlesassets, practicesliabilities, procedures, policies cash flow and methods (with consistent classifications, judgments, inclusions, exclusions financial condition and valuation and estimation methodologies) used and applied in the preparation results of the consolidated financial statements operations of the Company in as of the last three (3) yearstimes and for the periods referred to therein. Since the Balance Sheet Date, the Company has not made any material change in the accounting practices or policies applied in the preparation of the Audited Financial Statements, except as required by applicable Law or GAAP. (c) The Company maintains a system of accounting and internal controls designed to provide reasonable assurances regarding the reliability of the financial reporting and the preparation of the financial statements of the Company in accordance in all material respects with GAAP. The Since January 31, 2021, the Company (including the Company’s personnel and independent accountants who participated in the preparation or review of financial statements or the internal accounting controls employed by the Company) has have not identified nor been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves management of the Company or any personnel involved in financial reporting or (iii) any written claim or allegation regarding any of the foregoing. The Audited Financial Statements, when delivered by the Company for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.02, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC and the Securities Act in effect as of such date.