Common use of Financial Statements; Undisclosed Liabilities Clause in Contracts

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and fairly present in all material respects the financial condition of the Company as at their respective dates and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered thereby. (b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and financial statements of NBC (including any related notes thereto) included in the Interim Financial Statements NBC Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (andexcept, in the case of unaudited statements, as permitted by Form 10-Q of the Financial StatementsSEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of NBC and its consolidated Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of NBC and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet consolidated financial statements of NBC included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005, as filed with the SEC or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since September 30, 2005 in the ordinary course of business consistent with past practice, neither NBC nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectEffect on NBC.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of H▇▇▇▇▇ United (including any related notes thereto) included in the H▇▇▇▇▇ United SEC Reports filed on or prior to the date hereof complied, and the Interim Financial Statements financial statements of H▇▇▇▇▇ United (trueincluding any related notes thereto) included in any H▇▇▇▇▇ United SEC Reports filed after the date hereof will comply, complete and accurate copies as to form, as of which have been previously delivered their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (andexcept, in the case of unaudited statements, as permitted by Form 10-Q of the Financial StatementsSEC), have been or will be, as the case may be, prepared in accordance with U.S. GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of H▇▇▇▇▇ United and its consolidated Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of H▇▇▇▇▇ United and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with U.S. GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, liabilities that are fully reflected or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared reserved for in accordance with U.S. GAAP in the consolidated financial statements of H▇▇▇▇▇ United included in its Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the SEC, or (ii) liabilities incurred since December 31, 2004 in the ordinary course of business, neither H▇▇▇▇▇ United nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, and whether due or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheetto become due), except for liabilitiesand there is no existing condition, debts, situation or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date set of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to circumstances that could reasonably be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely expected to result in such a Material Adverse Effectliability other than pursuant to or as contemplated by this Agreement.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of TD Banknorth (including any related notes thereto) included in the TD Banknorth SEC Reports filed on or prior to the date hereof complied, and the Interim Financial Statements financial statements of TD Banknorth (trueincluding any related notes thereto) included in any TD Banknorth SEC Reports filed after the date hereof will comply, complete and accurate copies as to form, as of which have been previously delivered their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (andexcept, in the case of unaudited statements, as permitted by Form 10-Q of the Financial StatementsSEC), have been or will be, as the case may be, prepared in accordance with U.S. GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of TD Banknorth and its consolidated Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of TD Banknorth and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with U.S. GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of TD Banknorth included in its Annual Report on Form 10-K for the date of year ended December 31, 2004, as filed with the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debtsSEC, or obligations (ii) liabilities incurred since December 31, 2004 in the ordinary course of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP business, neither TD Banknorth nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, and whether due or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheetto become due), except for liabilitiesand there is no existing condition, debts, situation or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date set of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to circumstances that could reasonably be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely expected to result in such a Material Adverse Effectliability other than pursuant to or as contemplated by this Agreement.

Financial Statements; Undisclosed Liabilities. (a) The audited condensed combined financial statements and unaudited condensed combined interim financial statements of Company included or incorporated by reference in the Filed SEC Documents filed by Company (the “Company Business Financial Statements and the Interim Financial Statements Information”) (true, complete and accurate copies of which have been previously delivered to Purchaseri) have been prepared were derived from the books of account and other financial records of the Company on a consistent basis Vista Outdoor and its Subsidiaries, (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basisii) throughout the periods covered thereby and present fairly present in all material respects the financial condition position of the Company as at their respective dates Business and the results of operations and changes in cash flows of the Company Business as of the dates thereof and for the periods covered thereby (andsubject, in the case of the Financial Statementsunaudited interim financial statements, the cash flowsto normal year-end audit adjustments, none of which are expected to be material), and (iii) of the Company for were prepared in accordance with GAAP, applied in all material respects on a consistent basis during the periods covered therebythereby (except as may be indicated in the notes thereto and subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments, none of which are expected to be material). (b) As of the date of the Balance Sheet, other than those set forth Except as reflected or reserved against in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilitiesBusiness Financial Information, debts, or obligations neither Company nor any of the type its consolidated Subsidiaries has any Liabilities of a nature required to be reported on disclosed in a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities Liabilities (i) incurred after the Company Business Balance Sheet Date in the ordinary course of business and (none of which are a Liability resulting from a breach of contract, infringement, misappropriation, tort, violation of Law or any Environmental Liability), (ii) as contemplated by this Agreement or the CSG-Vista Outdoor Merger Agreement or otherwise incurred in connection with the Transactions or the CSG-Vista Outdoor Transactions, or (iii) that, individually or in the aggregate, have not been, or would not reasonably likely be expected to have a Material Adverse Effect. Since the date of the Balance Sheetbe, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of to the Company Business, taken as a whole. (other than general economic c) Neither Company nor any Company Subsidiary has applied for or industry conditions), and, obtained a loan or second draw pursuant to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectPPP.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements unaudited balance sheet of the Company as of September 30, 2008 and the Interim Financial Statements (truerelated statements of income and cash flows of Holdings for the three-month and nine-month periods ended as of such dates, complete and accurate copies of which have been previously delivered in each case were furnished or made available to Purchaser) have been prepared from the books and records of Purchaser prior to the Company on a consistent basis (anddate hereof, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and present fairly present in all material respects the consolidated financial condition of the Company as and its subsidiaries at their respective dates the date of said financial statements and the consolidated results of operations (and, for the period covered thereby. All of the foregoing historical financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the case notes to said financial statements and subject, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the Financial Statementsaggregate, would be material) and the cash flows) absence of the Company for the periods covered therebyfootnotes. (b) As Except as fully disclosed in the financial statements previously delivered to the Purchaser, and except for the Indebtedness incurred under the Agreement and the Loan Agreement, there are as of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, hereof no liabilities or obligations with respect to the Company had no material liabilities, debts, or obligations any of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP its subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise andand whether or not due) which, either individually or in the case aggregate, could reasonably be expected to be material to the Company or any of any such liabilitiesits subsidiaries. Except as set forth on Schedule 5.07 to the Loan Agreement, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date hereof, neither the Company nor any of its subsidiaries knows of any basis for the Balance Sheet)assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements previously delivered to the Purchaser or referred to in the immediately preceding sentence which, except for liabilitieseither individually or in the aggregate, debtscould reasonably be expected to be material to the Company or any of its subsidiaries. (c) After giving effect to the transaction contemplated hereby, nothing has occurred that has had, or obligations reflected could reasonably be expected to have, either individually or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheetaggregate, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements, including the notes thereto and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records of the Company on a consistent basis (and, supporting schedules included in the case of Registration Statement, the Financial StatementsPreliminary Prospectus and Prospectus, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and fairly present in all material respects the financial condition of the Company as at their respective dates position, cash flows and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company at the dates and for the periods covered thereby. to which they apply; and such financial statements have been prepared in conformity with generally accepted accounting principles (b) As of “GAAP”), consistently applied throughout the date of periods involved; and the Balance Sheet, other than those set forth supporting schedules included in Section 4.6(b) of the Disclosure Schedule, Registration Statement present fairly the Company had no material liabilities, debts, or obligations of the type information required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent stated therein. No other financial statements or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type supporting schedules are required to be reported on a included or incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus. The Registration Statement discloses all material off-balance sheet transactions, arrangements, obligations (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwiseobligations), except for liabilities incurred and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the ordinary course Registration Statement, the Preliminary Prospectus and the Prospectus, (a) neither the Company nor Cellectar, Inc., its wholly owned subsidiary (the “Subsidiary”), has incurred any material liabilities or obligations, direct or contingent, (other than liabilities and obligations of business a type or nature not required under GAAP to be reflected in the Company’s financial statements, which, individually and in the aggregate, would not reasonably likely be expected to have a Material Adverse Effect. Since ), or entered into any material transactions other than in the date ordinary course of business, (b) neither the Company nor the Subsidiary has declared or paid any dividends or made any distribution of any kind with respect to its capital stock; (c) there has not been any change in or amendment to the terms of the Balance Sheetcapital stock of the Company or the Subsidiary or any grants under any stock compensation plan and, (d) there has not been no any material adverse change in the business, operations, assets, condition (financial Company’s or otherwise), liabilities the Subsidiary’s long-term or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effectshort-term debt.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records consolidated financial statements of the Company on a consistent basis included or incorporated by reference in Forms 10-Q and 10-K filed by the Company with the SEC since December 31, 2019 (andcollectively, the “Financial Statements”), comply or when submitted or filed will comply, as the case may be, in all material respects with the case applicable requirements of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout Securities Act and the periods covered thereby Exchange Act and present fairly or when submitted and filed will present fairly in all material respects the financial condition position, results of operations and cash flows of the Company and its consolidated subsidiaries, taken as at their respective dates and the results of operations (anda whole, in the case as of the Financial Statements, the cash flows) of the Company dates indicated and for the periods specified therein. The Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods and at the dates covered therebythereby (except as disclosed therein). The ARO Note constitutes a bona fide receivable of the applicable Debtor(s) and is properly reflected on the Company’s financial statements in accordance with GAAP, has not been forgiven or made subject to an assignment or right of set-off and has not been amended, modified, or forgiven in whole or in part. (b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had There are no material liabilities, debts, liabilities or obligations of the type Company or any of the other Debtors of any kind whatsoever, whether accrued, contingent, absolute, determined or determinable, and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability or obligation, in each case, that would be required by GAAP, consistently applied, to be reported reflected on a the balance sheet of the Company other than: (including i) liabilities or obligations disclosed and provided for in the footnotes theretoconsolidated balance sheet of the Company and its Subsidiaries as of December 31, 2019 or in the notes thereto;(ii) prepared liabilities or obligations incurred in accordance with GAAP or in connection with this Agreement, (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, iii) liabilities or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheetsince December 31, there has been no material adverse change 2019 or disclosed in the businessCompany SEC Documents, operations, assets, condition (financial or otherwise), iv) liabilities or results of operations of the Company obligations that have been discharged or paid in full or (other than general economic v) liabilities or industry conditions), and, obligations that would not be material to the actual knowledge of the General Partners and the SellersDebtors, no event has occurred or facts or circumstances exist which would be reasonably likely to result in taken as a Material Adverse Effectwhole.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Company (including any related notes and schedules thereto) included in the Interim Financial Statements Company Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Company and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of Company and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet consolidated financial statements of Company included in its Annual Report on Form 10-K for the fiscal year ended March 31, 2011, as filed with the SEC or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since March 31, 2011 in the ordinary course of business consistent with past practice, neither Company nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability, other than pursuant to or as contemplated by this Agreement, that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectEffect on Company.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Company has delivered to the Interim Financial Statements (trueParent the following financial statements, complete and accurate copies of which have been previously delivered to Purchaserare attached hereto as SCHEDULE 3.7: (i) Compiled, reviewed or management-prepared balance sheets of the Company dated December 31, 1997 and December 31, 1998 and compiled, reviewed or management-prepared statements of income, stockholders' equity and cash flows for each of the two (2) years ended December 31, 1997 and December 31, 1998, certified by the Chief Financial Officer of the Company (the "Year-End Company Financial Statements"); (ii) Management prepared balance sheets of the Company as of December 16, 1999 (herein the "Company Balance Sheet Date") and statements of income, stockholders' equity and cash flows for the period then ended, certified by the Chief Financial Officer of the Company (the "Interim Company Financial Statements", together with the Year-End Company Financial Statements, the "Company Financial Statements"); The Company Financial Statements have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout consistently during the periods covered thereby (except that the Interim Company Financial Statements are subject to normal year-end audit adjustments and do not include footnotes), and present fairly present in all material respects the financial condition of the Company as at their respective the dates of said statements and the results of their operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered thereby. (b) As of the date of the Company Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure ScheduleSheet Date, the Company had no material liabilitiesliabilities of any nature, debtswhether accrued, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise, (including without limitation liabilities as guarantor or otherwise and, in with respect to obligations of others or contingent liabilities arising prior to the case of any such liabilities, debts, Company Balance Sheet Date) except liabilities stated or obligations in respect of any Taxes, as determined adequately reserved for on the basis of Tax Law as Company Financial Statements or reflected in effect Schedules furnished to Parent hereunder as of the date hereof. (c) As of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheethereof, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred no liabilities of any liabilitiesnature, debtswhether accrued, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due or contingent liabilities arising prior to the date hereof or the Closing, as the case may be) except for liabilities (i) stated or adequately reserved against on the appropriate Company Financial Statement or the notes thereto, (ii) reflected in Schedules furnished to Parent hereunder on the date hereof or (iii) incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effectconsistent with prior practices.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements To the best of the Company’s knowledge and belief, the Interim Financial Statements (true, Company has previously delivered to the Investor complete and accurate copies of which have been previously delivered the audited balance sheet of the Company as of December, 2011 (the “Latest Balance Sheet”) and (such statements of income and the Latest Balance Sheet being herein referred to Purchaser) have been prepared from as the “Latest Financial Statements”). The Latest Financial Statements are based upon the information contained in the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and fairly and accurately present in all material respects the financial condition of the Company as at their respective of the dates thereof and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered thereby. (b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required referred to be reported on a balance sheet (including the footnotes thereto) therein. The Latest Financial Statements have been prepared in accordance with GAAP (whether absoluteas defined herein) applicable to unaudited interim financial statements (and thus may not contain all notes and may not contain prior period comparative data which are required for compliance with GAAP), accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as and reflect all adjustments necessary to a fair and accurate statement of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice financial condition and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company for the interim periods presented. (b) To the best of the Company’s knowledge and belief, all accounts, books and ledgers related to the business of the Company and its subsidiaries are properly and accurately kept, are complete in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. Neither the Company nor its subsidiaries have any of its material records, systems, controls, data, or information recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and there from) are not under the exclusive ownership (excluding licensed software programs) and direct control of the Company or its subsidiaries. (c) To the best of the Company’s knowledge and belief, except as and to the extent reflected in the Latest Balance Sheet, or any balance sheet subsequently filed with the SEC, the Company does not have any Liabilities (as defined herein) of any nature, other than general economic or industry conditions), and, to Liabilities incurred in the actual knowledge Ordinary Course of Business (as defined herein) since the date of the General Partners Latest Balance Sheet and Liabilities arising in connection with this Agreement and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effecttransactions contemplated herein.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records financial statements of the Company on (including any related notes and schedules thereto) included in the Company Reports complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a consistent basis subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of the Company and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date consolidated financial statements of the Balance SheetCompany included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2010, as filed with the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, SEC or obligations of the type required to be reported on a balance sheet (including the footnotes theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since December 31, 2009 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and not reasonably likely whether due or to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwisebecome due), liabilities and there is no existing condition, situation or results set of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would that could reasonably be reasonably likely expected to result in such a Material Adverse Effectliability, other than pursuant to or as contemplated by this Agreement.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Buyer (including any related notes and schedules thereto) included in the Interim Financial Statements Buyer Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Buyer and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of Buyer and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet consolidated financial statements of Buyer included in its Annual Report filed on Form 10-K for the fiscal year ended December 31, 2011, as filed with the SEC or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since December 31, 2011 in the ordinary course of business consistent with past practice, neither Buyer nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectEffect on Buyer.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of the Company (including any related notes and schedules thereto) included in the Company Reports complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements, the Securities Act and the Interim Financial Statements (trueExchange Act, complete and accurate copies with the rules and regulations of which have been previously delivered to Purchaser) the SEC with respect thereto, have been prepared from the books and records of the Company on a consistent basis in accordance with U.S. GAAP (except as may be disclosed therein and, in the case of the Financial Statementsunaudited financial statements, in accordance with GAAP applied on a consistent basis) throughout as permitted by the periods covered thereby SEC, and except that the unaudited financial statements are subject to normal year-end and audit adjustments), and fairly present present, in all material respects respects, the consolidated financial condition position of the Company and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as at their respective of the dates and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyshown. Except as have been described in the Company Reports, there are no unconsolidated Subsidiaries of the Company. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are reflected or reserved against for in the Balance Sheet consolidated financial statements of the Company included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021 or the Financial Statements notes thereto, as filed with the SEC, (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since September 30, 2021 in the ordinary course of business and consistent with past practice, (iii) liabilities incurred pursuant to or as expressly permitted by this Agreement or any other Transaction Document, (iv) liabilities that have been discharged or paid in full prior to the date of this Agreement or (v) liabilities that would not have or reasonably likely be expected to have have, individually or in the aggregate, a Material Adverse Effect. Since , neither the date Company nor any of the Balance Sheetits Subsidiaries has incurred any liability or obligations of any nature whatsoever (whether absolute, there has been no material adverse change in the business, operations, assets, condition (financial accrued or contingent or otherwise), liabilities whether due or results of operations of the Company (other than general economic to become due) and whether or industry conditions)not required by U.S. GAAP to be disclosed, and, to the actual knowledge of the General Partners and the Sellers, no event has occurred reflected or facts or circumstances exist which would be reasonably likely to result reserved for in a Material Adverse Effectconsolidated balance sheet or the notes thereto.

Financial Statements; Undisclosed Liabilities. (a) The Sagicor Financial Statements and the Interim Financial Statements Statements: (true, complete and accurate copies of which have been previously delivered to Purchaseri) have been were prepared from the books and records of the Company in all material respects in accordance with IFRS applied on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby (except (x) as may be indicated in the notes to such financial statements, or (y) for the fact that the unaudited financial statements may not contain footnotes and other presentation items and are subject to normal year-end adjustments); and (ii) fairly present in all material respects the consolidated financial condition position of the Company Sagicor Group as at their of the respective dates thereof and the consolidated results of operations (and, in the case and cash flows of the Financial Statements, the cash flows) of the Company Sagicor Group for the periods covered thereby. (b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance SheetSeptember 30, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet2018, there has been no material adverse change in Sagicor’s financial accounting policies, methods or practices. (b) Sagicor does not intend to correct or restate, nor to the businessKnowledge of Sagicor, operationsis there any basis for any correction or restatement of, assetsany aspect of the Sagicor Financial Statements. The selected financial data and the summary financial information included in the Sagicor Filings have been compiled on a basis consistent with that of the Sagicor Financial Statements. (c) There are no material off-balance sheet transactions, condition arrangements, obligations (financial including contingent obligations) or otherwise), other relationships of Sagicor with unconsolidated entities or other Persons. (d) No member of the Sagicor Group has any liabilities or results obligations of operations any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise of such member of the Company (Sagicor Group required to be recorded or reflected on or reserved for or disclosed in a consolidated balance sheet of any member of the Sagicor Group, including the notes thereto, under IFRS, other than general economic liabilities or industry conditions), and, to obligations that: (i) are reflected or recorded on the actual knowledge consolidated balance sheet of Sagicor (including in the notes thereto) as of the General Partners Sagicor Balance Sheet Date (the “Sagicor Balance Sheet”); (ii) were incurred since the Sagicor Balance Sheet Date in the Ordinary Course and would not reasonably be expected to have, individually or in the Sellersaggregate, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Sagicor Material Adverse Effect; (iii) are incurred in connection with the transactions contemplated by this Agreement; (iv) have been discharged or paid in full prior to the execution of this Agreement; or (v) are permitted by this Agreement or disclosed in Section 3.06(d) of the Sagicor Disclosure Schedule.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Acquiror (including any related notes and schedules thereto) included in the Interim Financial Statements Acquiror Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Acquiror and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of Acquiror and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet consolidated financial statements of Acquiror included in its Quarterly Report filed on Form 10-Q for the fiscal quarter ended September 30, 2010, as filed with the SEC or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since December 31, 2009 in the ordinary course of business consistent with past practice, neither Acquiror nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectEffect on Acquiror.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records financial statements of the Company on (including any related notes and schedules thereto) included in the Company Reports complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a consistent basis subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (andexcept, in the case of unaudited statements, as permitted by Form 10-Q of the Financial StatementsSEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects respects, the consolidated financial condition position of the Company and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as at their respective of the dates and for the results of operations periods shown all in accordance with GAAP (andsubject, in the case of unaudited statements, to normal year-end adjustments, and the Financial Statements, the cash flows) absence of footnotes). The books and records of the Company for the periods covered therebyand its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations that are fully reflected or reserved against for in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date consolidated financial statements of the Balance SheetCompany included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, SEC or (ii) liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absoluteincurred since December 31, accrued, contingent or otherwise), except for liabilities incurred 2010 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has incurred any material liability or obligation of any nature whatsoever (whether absolute, accrued or contingent or otherwise and not reasonably likely whether due or to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwisebecome due), liabilities and there is no existing condition, situation or results set of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would that could reasonably be reasonably likely expected to result in such a Material Adverse Effectliability or obligation, other than pursuant to or as contemplated by this Agreement.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Acquiror (including any related notes and schedules thereto) included in the Interim Financial Statements Acquiror Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (andexcept, in the case of unaudited statements, as permitted by Form 10-Q of the Financial StatementsSEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects respects, the consolidated financial condition position of Acquiror and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the Company as at their respective dates and for the results of operations periods shown all in accordance with GAAP (andsubject, in the case of unaudited statements, to normal year-end adjustments, and the Financial Statementsabsence of footnotes). The books and records of Acquiror and its Subsidiaries have been, the cash flows) of the Company for the periods covered therebyand are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (b) As Except for (i) those liabilities or obligations that are fully reflected or reserved for in the consolidated financial statements of Acquiror included in its Annual Report filed on Form 10-K for the fiscal year ended December 31, 2010, as filed with the SEC or otherwise disclosed in the Acquiror Reports filed subsequent to the date of the Balance Sheet, other than those set forth in Section 4.6(bfiling of such annual financial statements and prior to the date hereof or (ii) of the Disclosure Schedule, the Company had no material liabilities, debts, liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absoluteincurred since December 31, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred 2010 in the ordinary course of business consistent with past practice, neither Acquiror nor any of its Subsidiaries has incurred any liability or obligation of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation, that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectEffect on Acquiror.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements unaudited balance sheet of the Company as of March 31, 2009 and the Interim Financial Statements (truerelated statements of income and cash flows of the Company for the three-month period ended as of such date, complete and accurate copies of which have been previously delivered in each case were furnished or made available to Purchaser) have been prepared from the books and records of Purchaser prior to the Company on a consistent basis (anddate hereof, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and present fairly present in all material respects the consolidated financial condition of the Company as and its subsidiaries at their respective dates the date of said financial statements and the consolidated results of operations (and, for the period covered thereby. All of the foregoing historical financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the case notes to said financial statements and subject, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the Financial Statementsaggregate, would be material) and the cash flows) absence of the Company for the periods covered therebyfootnotes. (b) As Except as fully disclosed in the financial statements previously delivered to the Purchaser, and except for the Indebtedness incurred under the Agreement and the Loan Agreement, there are as of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, hereof no liabilities or obligations with respect to the Company had no material liabilities, debts, or obligations any of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP its subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise andand whether or not due) which, either individually or in the case aggregate, could reasonably be expected to be material to the Company or any of any such liabilitiesits subsidiaries. Except as set forth on Schedule 5.07 to the Loan Agreement, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date hereof, neither the Company nor any of its subsidiaries knows of any basis for the Balance Sheet)assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements previously delivered to the Purchaser or referred to in the immediately preceding sentence which, except for liabilitieseither individually or in the aggregate, debtscould reasonably be expected to be material to the Company or any of its subsidiaries. (c) After giving effect to the transactions contemplated hereby, nothing has occurred that has had, or obligations reflected could reasonably be expected to have, either individually or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheetaggregate, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Company (including any related notes and schedules thereto) included in the Interim Financial Statements Company Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Company and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of Company and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet or consolidated financial statements of Company included in its Annual Report on Form 10-K for the Financial Statements fiscal year ended September 30, 2013, as filed with the SEC; (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, ii) liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and since September 30, 2013 in amounts consistent with past practice (including such liabilities contained in the Company Reports); (iii) liabilities that have been discharged or paid in full before the Effective Date; (iv) liabilities or obligations incurred directly as a result of this Agreement; or (iv) liabilities that would not reasonably likely be expected to have have, individually or in the aggregate, a Material Adverse Effect. Since the date , neither Company nor any of the Balance Sheetits Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, there has been no material adverse change in the business, operations, assets, condition (financial accrued or otherwise), liabilities contingent or results of operations of the Company (other than general economic otherwise and whether due or industry conditionsto become due), and, to the actual knowledge except as set forth in Company Disclosure Schedule 3.09, there is no existing condition, situation or set of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which that would reasonably be reasonably likely expected to result in such a Material Adverse Effectliability, other than pursuant to or as contemplated by this Agreement.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been --------------------------------------------- Company has previously delivered to PurchaserBuyer copies of the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including the related notes) have present fairly the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared from in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and in accordance with the books and records of the Company on a consistent basis (andand the Company Subsidiaries, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby which books and fairly present records are complete and accurate in all material respects the financial condition of the Company as at their respective dates and the results of operations (and, have been maintained in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyall material respects in accordance with Applicable Law. (b) As Except for (i) those liabilities that are reflected or reserved against on the Com pany Balance Sheet and (ii) liabilities incurred in the ordinary course of business since the date of the Company Balance SheetSheet and which would not have, other than those set forth individually or in Section 4.6(b) of the Disclosure Scheduleaggregate, a Company Material Adverse Effect, the Company had has no material liabilities, debts, liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (any nature, whether absolute, accrued, contingent or otherwise andand whether due or to become due, in the any case of any such liabilities, debts, or obligations in respect of any Taxes, as determined which are required by GAAP to be shown on the basis of Tax Law as in effect as a consolidated balance sheet of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectCompany.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records financial statements of the Company on (including any related notes and schedules thereto) included in the Company Reports complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a consistent basis subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (andexcept, in the case of unaudited statements, as permitted by Form 10-Q of the Financial StatementsSEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects respects, the consolidated financial condition position of the Company and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as at their respective of the dates and for the results of operations periods shown all in accordance with GAAP (andsubject, in the case of unaudited statements, to normal year-end adjustments, and the Financial Statements, the cash flows) absence of footnotes). The books and records of the Company for the periods covered therebyand its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (b) As Except for (i) those liabilities or obligations that are fully reflected or reserved for in the consolidated financial statements of the Company included in its Annual Report filed on Form 10-K for the fiscal year ended December 31, 2011, as filed with the SEC or otherwise disclosed in the Company Reports filed subsequent to the date of the Balance Sheet, other than those set forth in Section 4.6(bfiling of such annual financial statements and prior to the date hereof or (ii) of the Disclosure Schedule, the Company had no material liabilities, debts, liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absoluteincurred since December 31, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred 2011 in the ordinary course of business business, neither Acquiror nor any of its Subsidiaries has incurred any liability or obligation of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due) other than pursuant to or as contemplated by this Agreement, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation, that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since Effect on the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectCompany.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included or incorporated by reference in the Company Reports, including reports on Forms 10-K and 10-Q, as of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, comply as to form in all material respects with the then applicable accounting requirements and the Interim Financial Statements published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (true"GAAP") applied on a consistent basis (except as may be indicated in the notes thereto and except in the case of unaudited statements, complete as permitted by Form 10-Q under the Exchange Act), and accurate copies fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations, changes in stockholders' equity and cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments, none of which have been previously delivered and are reasonably likely to Purchaser) have been prepared from be materially adverse to the Company). The books and records of the Company on a consistent basis (andand its Subsidiaries have been, and are being, maintained, in the case of the Financial Statementsall material respects, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and fairly present in all material respects the financial condition of the Company as at their respective dates other legal and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyaccounting requirements. (b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had There are no material liabilities, debts, liabilities or obligations of the type required to be reported on a Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, 31 determined, determinable, inchoate or otherwise (collectively, "Liabilities"), other than (i) Liabilities disclosed and provided for in the consolidated balance sheet (including of the footnotes thereto) prepared in accordance with GAAP (whether absoluteCompany as of December 31, accrued, contingent or otherwise and, 2003 set forth in the case of any such liabilitiesCompany's Annual Report on Form 10-K for the year ended December 31, debts, 2003 or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements notes thereto, (including the footnotes thereto). Since the date of the Balance Sheetii) Liabilities incurred since December 31, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred 2003 in the ordinary course of business and that would not reasonably likely to have have, individually or in the aggregate, a Company Material Adverse Effect. Since the date of the Balance SheetEffect and (iii) other Liabilities that would not have, there has been no material adverse change individually or in the businessaggregate, operations, assets, condition (financial or otherwise), liabilities or results of operations of the a Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effect. (c) Except as set forth in Section 4.08 of the Company Disclosure Letter, as of the date hereof, there are no related party transactions or off-balance sheet structures or transactions with respect to the Company or any of its Subsidiaries that would be required to be reported or set forth in the Company Reports that are not reported or set forth in the Annual Meeting Proxy Statement.

Financial Statements; Undisclosed Liabilities. (a) Seller has delivered to Buyer (i) the unaudited balance sheet of the Company as of December 31, 2009 (the “Balance Sheet”), and the income statement of the Company for the year then ended, together with the schedules thereto and (ii) the unaudited balance sheet of the Company as of the Interim Balance Sheet Date (the “Interim Balance Sheet”) and the income statement for the period commencing on January 1, 2010 and ending on the Interim Balance Sheet Date, together with the schedules thereto (clauses (i) and (ii), collectively and as delivered to Buyer pursuant to Section 1.1(b), the “Financial Statements”). The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from substantially in accordance with the applicable books and records of the Company on a consistent basis (andand present fairly, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and fairly present in all material respects respects, the financial condition position of the Company as at their respective dates of the applicable dates, and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the applicable periods covered therebyin conformity with United States generally accepted accounting principles (“GAAP”), except as otherwise indicated in the Financial Statements and except for normal recurring year end adjustments and the lack of footnotes thereto. (b) As of the date of the Balance Sheet, other than those Except as set forth in any Section 4.6(b) of the Disclosure ScheduleLetter in connection with any other representation or warranty contained in this Agreement or as reflected, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent reserved against or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against disclosed in the Balance Sheet or the exhibits to the applicable Financial Statement, as of the Balance Sheet Date, the Company did not have any liabilities or obligations that were not reflected, reserved against or otherwise disclosed in the Financial Statements and were required to be reflected on the Balance Sheet or otherwise disclosed in notes to the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoif notes had been prepared) prepared in accordance with GAAP (whether absoluteand that, accrued, contingent individually or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheetaggregate, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result be material to the Company; provided, however, that the representations and warranties contained in this Section 3.5(b) shall not be deemed breached if such breach relates to a Material Adverse Effectmatter that is covered by a representation or warranty contained in Article 2 or 3 that is qualified by Knowledge of Seller or Seller’s Knowledge and such matter was not within the Knowledge of Seller.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Banknorth (including any related notes thereto) included in the Banknorth Reports filed on or prior to the date hereof complied, and the Interim Financial Statements financial statements of Banknorth (trueincluding any related notes thereto) included in any Banknorth Reports filed after the date hereof will comply, complete and accurate copies as to form, as of which have been previously delivered their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (andexcept, in the case of unaudited statements, as permitted by Form 10-Q of the Financial StatementsSEC), have been or will be, as the case may be, prepared in accordance with U.S. GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Banknorth and its consolidated Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of Banknorth and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with U.S. GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet consolidated financial statements of Banknorth included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004, as filed with the SEC or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since June 30, 2004 in the ordinary course of business consistent with past practice, neither Banknorth nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and not reasonably likely whether due or to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwisebecome due), liabilities and there is no existing condition, situation or results set of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would that could reasonably be reasonably likely expected to result in such a Material Adverse Effectliability other than pursuant to or as contemplated by this Agreement.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of TD (including any related notes thereto) included in the TD Reports filed on or prior to the date hereof complied, and the Interim Financial Statements financial statements of TD (trueincluding any related notes thereto) included in any TD Reports filed after the date hereof will comply, complete and accurate copies as to form, as of which have been previously delivered their respective dates of filing with the SEC or any Canadian securities regulatory authority, as the case may be (or, if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC or such Canadian securities regulatory authority with respect thereto, have been, or will be, as the case may be, prepared in accordance with Canadian GAAP (andexcept, in the case of unaudited statements, as otherwise permitted by the Financial Statements, in accordance with GAAP rules of the applicable Canadian securities regulatory authorities) applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of TD and its consolidated Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of TD and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with Canadian GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of TD included in its Annual Report on Form 40-F for the fiscal year ended October 31, 2003, as filed with the SEC (the “TD Annual Report”) or otherwise disclosed in TD Reports filed subsequent to the date of the Balance SheetTD Annual Report and prior to the date hereof, other than (ii) liabilities incurred since October 31, 2003 in the ordinary course of business consistent with past practice, (iii) those liabilities set forth in Section 4.6(b) of the TD Disclosure ScheduleSchedule and (iv) liabilities that would not, the Company had no material liabilities, debts, individually or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilitiesaggregate, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to reasonably be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely expected to have a Material Adverse Effect. Since the date Effect on TD, neither TD nor any of the Balance Sheetits Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due) and there has been is no material adverse change in the businessexisting condition, operations, assets, condition (financial situation or otherwise), liabilities or results set of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would that could reasonably be reasonably likely expected to result in such a Material Adverse Effectliability other than pursuant to or as contemplated by this Agreement.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Company (including any related notes and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaserschedules) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be expressly disclosed in the financial statements or in the notes thereto), and fairly present present, in all material respects, the consolidated financial position of Company and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of Company and its Subsidiaries as of the dates and for the periods shown. The books and records of Company and its Subsidiaries have been, and are being, maintained in all material respects the financial condition in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Wolf & Company, P.C. has not resigned (or informed Company that it intends to resign) or been dismissed as independent public accountants of the Company as at their respective dates and the results a result of operations (andor in connection with any disagreements with Company on a matter of accounting principles or practices, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyfinancial statement disclosure or auditing scope or procedure. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet or audited consolidated financial statements of Company included in its Annual Report filed on Form 10-K for the Financial Statements fiscal year ended December 31, 2022, as filed with the SEC, (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, ii) liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business since December 31, 2022 in amounts consistent with past practice (including such liabilities contained in the Company Reports); (iii) liabilities that have been discharged or paid in full before the date of this Agreement; (iv) liabilities or obligations incurred directly as a result of this Agreement, or (v) liabilities set forth in Company Disclosure Schedule 3.09(b), neither Company nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability, other than pursuant to or as contemplated by this Agreement, or that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse EffectEffect with respect to Company. (c) Company has made available to Buyer a copy of Company’s Consolidated Financial Statements for Bank Holding Companies (on Form FRY 9C) as of December 31, 2022 which includes information regarding “off-balance sheet arrangements” effected by Company. (d) To the Knowledge of Company, Wolf & Company, P.C., which has expressed its opinion with respect to the audited financial statements of Company and its Subsidiaries (including the related notes) included in the Company Reports, is and has been throughout the periods covered by such financial statements “independent” with respect to Company within the meaning of the rules of applicable bank regulatory authorities and the Public Company Accounting Oversight Board. Since To the Knowledge of Company as of the date of the Balance Sheetthis Agreement, there has been no material adverse change in the businessfact or circumstance exists that would prevent Wolf & Company, operationsP.C., assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, from being able to consent to the actual knowledge inclusion of its opinion with respect to Company’s audited financial statements for the General Partners and year ended December 31, 2022 to be incorporated by reference into the SellersJoint Proxy Statement-Prospectus when the Registration Statement (or any amendment thereto) is filed with the SEC or to express its opinion with respect to Company’s audited financial statements for the year ending December 31, no event has occurred or facts or circumstances exist which would 2023 to be reasonably likely filed with the SEC after the Effective Time as an exhibit to result in a Material Adverse Effect.Buyer’s Current Report on Form 8-K.

Financial Statements; Undisclosed Liabilities. (a) Univest has previously made available, or will make available, to Fox Chase the Univest Regulatory Reports. The Financial Statements Univest Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, throughout the Interim Financial Statements (trueperiods covered by such statements, complete and accurate copies fairly present or will fairly present, in all material respects, the financial position, results of which have been previously delivered to Purchaser) have been prepared from operations and changes in shareholders’ equity of Univest as of and for the books periods ended on the dates thereof, in accordance with applicable regulatory accounting principles, including, but not limited to, all applicable rules, regulations and records pronouncements of the Company applicable Bank Regulators, applied on a consistent basis. (b) Univest has previously made available, or will make available, to Fox Chase the Univest Financial Statements. The Univest Financial Statements have been, or will be, prepared in accordance with GAAP, and (including the related notes where applicable) fairly present, or will fairly present, in each case in all material respects, the consolidated financial position, results of operations and cash flows of Univest and the Univest Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof (and, subject in the case of the Financial Statementsunaudited interim statements to normal year-end adjustments), in accordance with GAAP applied on a consistent basis) throughout during the periods covered thereby and fairly present in all material respects the financial condition of the Company involved, except as at their respective dates and the results of operations (and, indicated in the case of the Financial Statements, the cash flows) of the Company for the periods covered thereby. (b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, notes thereto and except in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of unaudited statements to normal recurring audit adjustments. (c) At the date of each balance sheet included in the Balance Sheet)Univest Financial Statements, except for neither Univest nor Univest Bank has had or will have any material liabilities, debts, obligations or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date loss contingencies of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP nature (whether absolute, accrued, contingent or otherwise)) of a type required to be reflected in such Univest Financial Statements or Univest Regulatory Reports or in the footnotes thereto that are not fully reflected or reserved against therein or fully disclosed in a footnote thereto and except in the case of any unaudited statements to normal, recurring audit adjustments and, in the case of Univest Regulatory Reports, the absence of footnotes, except for liabilities incurred in the ordinary course of business and such liabilities, obligations or loss contingencies that, either alone or when combined with all similar liabilities, have not had or would not reasonably likely be expected to have a Material Adverse EffectEffect on Univest. (d) The records, systems, controls, data and information of Univest and the Univest Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Univest or any Univest Subsidiary or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 5.5(d). Since Univest (i) has implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP, (ii) has implemented and maintains disclosure controls and procedures to ensure that material information relating to Univest, including its consolidated Univest Subsidiaries, is made known to the chief executive officer and the chief financial officer of Univest by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior to the date hereof, to Univest’s outside auditors and the audit committee of the Balance Sheet, there has been no Univest’s board of directors (A) any significant deficiencies and material adverse change weaknesses in the businessdesign or operation of internal control over financial reporting that are reasonably likely to adversely affect Univest’s ability to record, operationsprocess, assetssummarize and report financial information and (B) any fraud, condition whether or not material, that involves management or other employees who have a significant role in Univest’s internal controls over financial reporting. These disclosures (financial or otherwise)if any) were made in writing by management to Univest’s auditors and audit committee and a copy has previously been made available to Fox Chase. (e) Since December 31, liabilities or results of operations of the Company 2014, (other than general economic or industry conditions), andi) neither Univest nor any Univest Subsidiary nor, to the actual knowledge Knowledge of Univest, any director, officer, employee, auditor, accountant or representative of Univest or any Univest Subsidiary has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the General Partners accounting or auditing practices, procedures, methodologies or methods of Univest or any Univest Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Univest or any Univest Subsidiary has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Univest or any Univest Subsidiary, whether or not employed by Univest or any Univest Subsidiary, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Univest or any of its officers, directors, employees or agents to the Sellers, no event has occurred board of directors of Univest or facts any committee thereof or circumstances exist which would be reasonably likely to result in a Material Adverse Effectany director or officer of Univest.

Financial Statements; Undisclosed Liabilities. (a) The Company has delivered to Buyer (i) the financial statements for the Company for the fiscal years ended March 31, 2009, 2010 and 2011, (ii) the interim financial statements for the Company for the period ended June 30, 2012, copies of each of which are attached as Schedule 2.4(a)(i) (the financial statements referred to in clause (i) and (ii) are referred to herein as the “Financial Statements”). The balance sheets of the Company dated as of June 30, 2012 included in the Financial Statements are referred to herein as the “Current Balance Sheets.” The Financial Statements fairly present the financial position of the Company at each of the balance sheet dates and the Interim Financial Statements (true, complete and accurate copies results of which have been previously delivered to Purchaser) have been prepared from operations for the periods covered thereby. The books and records of the Company on a consistent basis (andfully and fairly reflect all of its transactions, in properties, assets and liabilities. There are no special or non-recurring items of income or expense during the case of periods covered by the Financial Statements, and the balance sheets included in accordance with GAAP applied on the Financial Statements do not reflect any write-up or revaluation increasing the book value of any assets. The Financial Statements reflect all adjustments necessary for a consistent basis) throughout the periods covered thereby and fairly present in all material respects fair presentation of the financial condition of the Company as at their respective dates and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyinformation contained therein. (b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedulehereof, the Company had no material liabilitiesdoes not have any, debtsand with respect to the Leased Real Property (as defined in Section 2.12(k)) there are no, liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (obligations, whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for except: (i) to the extent reflected on the Current Balance Sheets and not heretofore paid or discharged; (ii) liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since consistent with past practice since the date of the Current Balance SheetSheets which, individually and in the aggregate, are not material and are of the same character and nature as the obligations, duties and liabilities set forth on the Current Balance Sheets; (iii) liabilities incurred in the ordinary course of business prior to the date of the Current Balance Sheets which were not required to be recorded thereon and which, in the aggregate, are not material; and (iv) liabilities and obligations specifically disclosed in Schedule 2.4(b). (c) Except as set forth on Schedule 2.4(c) hereto, there has been is no material adverse change in Indebtedness and/or capitalized equipment lease obligations of the businessCompany, operationsor with respect to the Leased Real Property, assetsas of the date hereof. (d) As of the date hereof, condition (financial or otherwise), liabilities or results of operations there is no other indebtedness of the Company (other than general economic or industry conditions), and, owing to the actual knowledge any of the General Partners and Seller Parties or any other director, officer or Employee of the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectCompany.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Company (including any related notes and schedules thereto) included in the Interim Financial Statements Company Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Company and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of Company and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet consolidated financial statements of Company included in its Transition Report on Form 10-K for the fiscal year transition period from May 1, 2011 to March 31, 2012, as filed with the SEC or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since March 31, 2012 in the ordinary course of business consistent with past practice, neither Company nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and not reasonably likely whether due or to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditionsbecome due), and, except as set forth in Company Disclosure Schedule 3.09, there is no existing condition, situation or set of circumstances that could reasonably be expected to the actual knowledge result in such a liability that, either alone or when combined with all other liabilities of the General Partners and the Sellersa type not described in clause (i) or (ii), no event has occurred had, or facts or circumstances exist which would be reasonably likely expected to result in have, a Material Adverse EffectEffect on Company, other than pursuant to or as contemplated by this Agreement.

Financial Statements; Undisclosed Liabilities. (a) The consolidated financial statements of Parent included in the Parent SEC Documents (the “Parent Financial Statements Statements”) as of their respective dates (if amended, as of the date of the last such amendment) comply as to form in all material respects with applicable accounting requirements and the Interim Financial Statements (truepublished rules and regulations of the SEC with respect thereto, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly present in all material respects the consolidated financial condition position of the Company Parent as at their respective of such dates and the consolidated results of operations (andand cash flows of Parent for such periods, except as otherwise noted therein. Except as set forth in the case of the Parent Financial Statements, there are no off-balance sheet arrangements that would, individually or in the cash flows) of aggregate, have a Parent Material Adverse Effect. Parent has not had any disagreement with its independent public accounting firm that required disclosure in the Company for the periods covered therebyParent SEC Reports. (b) As There are no liabilities or obligations of Parent or the date of the Balance SheetParent Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise), other than those set forth in Section 4.6(b(i) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, liabilities or obligations reflected or reserved against in the Balance Sheet or the Parent Financial Statements Statements, (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for current liabilities incurred in the ordinary course of business since December 31, 2017, (iii) liabilities and not reasonably likely to obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Parent Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Interchange (including any related notes thereto) included in the Interchange SEC Reports filed on or prior to the date hereof complied, and the Interim Financial Statements financial statements of Interchange (trueincluding any related notes thereto) included in any Interchange SEC Reports filed after the date hereof will comply, complete and accurate copies as to form, as of which have been previously delivered their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (andexcept, in the case of unaudited statements, as permitted by Form 10-Q of the Financial StatementsSEC), have been or will be, as the case may be, prepared in accordance with U.S. GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Interchange and its consolidated Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of Interchange and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with U.S. GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, liabilities that are fully reflected or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared reserved for in accordance with U.S. GAAP in the consolidated financial statements of Interchange included in its Annual Report on Form 10-K for the year ended December 31, 2005, as filed with the SEC, or (ii) liabilities incurred since December 31, 2005 in the ordinary course of business, neither Interchange nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, and whether due or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditionsbecome due), and, to the actual knowledge best of the General Partners and the SellersInterchange’s Knowledge, there is no event has occurred existing condition, situation or facts or set of circumstances exist which would that could reasonably be reasonably likely expected to result in such a Material Adverse Effectliability other than pursuant to or as contemplated by this Agreement.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Buyer (including any related notes and schedules thereto) included in the Interim Financial Statements Buyer Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Buyer and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of Buyer and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet consolidated financial statements of Buyer included in its Annual Report filed on Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since December 31, 2012 in the ordinary course of business consistent with past practice, neither Buyer nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectEffect on Buyer.

Financial Statements; Undisclosed Liabilities. (ai) GECS has previously delivered to PWG (A) the unaudited balance sheet of KP & Co. as of July 31, 1997 (the "July 31 Balance Sheet"), and (B) the unaudited balance sheet of KP & Co. as of December 31, 1996 (the financial statements described in clauses (A) and (B) above, together the "Financial Statements"). The Financial Statements have been, and the Interim Financial Statements Closing Balance Sheet will be, prepared in conformity with United States generally accepted accounting principles consistently applied (trueexcept in each case as described in any notes thereto, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance Closing Balance Sheet will include only notes consistent with GAAP applied the notes to the Signing Balance Sheet) and on a consistent basis) throughout the periods covered thereby and that basis fairly present in all material respects (subject to normal, recurring year-end audit adjustments) the financial condition of the Company KP & Co. as at their respective dates and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebydates thereof. (bii) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no KP & Co. does not have any material liabilities, debts, liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP any nature (whether accrued, absolute, accruedcontingent, contingent unasserted or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheetotherwise), except for liabilities(1) as disclosed, debts, or obligations reflected or reserved against in the July 31 Balance Sheet or and the Financial Statements notes thereto, (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto2) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the July 31 Balance Sheet, and (3) for liabilities and obligations with respect to Litigation against KP & Co. that is not reasonably likely required by United States generally accepted accounting principles to have be reflected or reserved against on a Material Adverse Effect. balance sheet of KP & Co. or in the notes thereto but is fully indemnified pursuant to Section 6.2 (it being understood that matters to be funded out of the Pre-Tax Reserve (as hereinafter defined) shall be deemed to be fully indemnified pursuant to Section 6.2). (iii) Since the date of the July 31 Balance Sheet, there has not been no any material adverse change in the businessfinancial condition, operationsproperties, assets, condition (financial assets or otherwise), liabilities or results business of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effect.KP & Co.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Buyer (including any related notes and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaserschedules) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be expressly disclosed in the financial statements or in the notes thereto), and fairly present present, in all material respects, the consolidated financial position of Buyer and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of Buyer and its Subsidiaries as of the dates and for the periods shown. The books and records of Buyer and its Subsidiaries have been, and are being, maintained in all material respects the in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. No independent public accounting firm has resigned (or informed ▇▇▇▇▇ that it intends to resign) or been dismissed as independent public accountants of Buyer as a result of or in connection with any disagreements with Buyer on a matter of accounting principles or practices, financial condition of the Company as at their respective dates and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebystatement disclosure or auditing scope or procedure. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet or audited consolidated financial statements of Buyer included in its Annual Report filed on Form 10-K for the Financial Statements fiscal year ended December 31, 2024, as filed with the SEC, (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, ii) liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business since December 31, 2024 in amounts consistent with past practice (including such liabilities contained in the Buyer Reports); (iii) liabilities that have been discharged or paid in full before the date of this Agreement; or (iv) liabilities or obligations incurred directly as a result of this Agreement, neither Buyer nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability, other than pursuant to or as contemplated by this Agreement, or that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse EffectEffect with respect to Buyer. (c) Buyer has made available to Company a copy of Buyer’s Consolidated Financial Statements for Bank Holding Companies (on Form FRY 9C) as of December 31, 2024 which includes information regarding “off balance sheet arrangements” effected by Buyer. (d) To the Knowledge of Buyer, ▇▇▇▇▇ & ▇▇▇▇▇ LLP, which has expressed its opinion with respect to the audited financial statements of Buyer and its Subsidiaries (including the related notes) included in the Buyer Reports, is and has been throughout the periods covered by such financial statements “independent” with respect to Buyer within the meaning of the rules of applicable bank regulatory authorities and the Public Company Accounting Oversight Board. Since To the Knowledge of Buyer, as of the date of this Agreement, no fact or circumstance exists that would prevent ▇▇▇▇▇ & ▇▇▇▇▇ LLP from being able to consent to the Balance SheetRegistration Statement incorporating by reference its opinion with respect to ▇▇▇▇▇’s audited financial statements for the year ended December 31, there has been no material adverse change 2024 included in the business, operations, assets, condition Company Reports when the Registration Statement (financial or otherwise), liabilities or results of operations of any amendment thereto) is filed with the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectSEC.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Company (including any related notes and schedules) included in the Interim Financial Statements Company Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies if amended or superseded by a subsequent filing prior to the date of which have been previously delivered to Purchaser) have been prepared from the books and records this Agreement, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC (and, except in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be expressly disclosed in the financial statements or in the notes thereto), and fairly present present, in all material respects, the consolidated financial position of Company and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries as of the dates and for the periods shown. The books and records of Company and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet or audited consolidated financial statements of Company included in its Annual Report filed on Form 10-K for the Financial Statements fiscal year ended December 31, 2020, as filed with the SEC, (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, ii) liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business since December 31, 2020 in amounts consistent with past practice (including such liabilities contained in the Company Reports); (iii) liabilities that have been discharged or paid in full before the Effective Date; (iv) liabilities or obligations incurred directly as a result of this Agreement, neither Company nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due) or (v) as set forth in Company Disclosure Schedule 3.09(b), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability, other than pursuant to or as contemplated by this Agreement or that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since Effect with respect to Company. (c) Company Disclosure Schedule 3.09(c) includes a copy of Company’s Consolidated Financial Statements for Bank Holding Companies (on Form FRY 9C) as of December 31, 2020 which includes information regarding “off-balance sheet arrangements” effected by Company. (d) Wolf & Company, P.C., which has expressed its opinion with respect to the date financial statements of Company and its Subsidiaries (including the related notes), is and has been throughout the periods covered by such financial statements “independent” with respect to Company within the meaning of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results rules of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners applicable bank regulatory authorities and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectPublic Company Accounting Oversight Board.

Financial Statements; Undisclosed Liabilities. (a) Fox Chase has previously made available, or will make available, to Univest the Fox Chase Regulatory Reports. The Financial Statements Fox Chase Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, throughout the Interim Financial Statements (trueperiods covered by such statements, complete and accurate copies fairly present, or will fairly present, in all material respects, the financial position, results of which have been previously delivered to Purchaser) have been prepared from operations and changes in shareholders’ equity of Fox Chase as of and for the books periods ended on the dates thereof, in accordance with applicable regulatory accounting principles, including, but not limited to, all applicable rules, regulations and records pronouncements of the Company applicable Bank Regulators, applied on a consistent basis. (b) Fox Chase has previously made available, or will make available, to Univest the Fox Chase Financial Statements. The Fox Chase Financial Statements have been, or will be, prepared in accordance with GAAP, and (including the related notes where applicable) fairly present, or will fairly present, in each case in all material respects the consolidated financial position, results of operations and cash flows of Fox Chase and the Fox Chase Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof (and, subject in the case of the Financial Statementsunaudited interim statements to normal year-end adjustments and to any other adjustments described therein), in accordance with GAAP applied on a consistent basis) throughout during the periods covered thereby involved, except as indicated in the notes thereto and fairly present in all material respects the financial condition of the Company as at their respective dates and the results of operations (and, except in the case of unaudited statements to normal recurring audit adjustments and the Financial Statements, the cash flows) absence of the Company for the periods covered therebyfootnotes. (bc) As of the date of each balance sheet included in the Balance SheetFox Chase Financial Statements, other than those set forth in Section 4.6(b) of the Disclosure Scheduleneither Fox Chase nor Fox Chase Bank, the Company had no as applicable, has had, or will have, any material liabilities, debts, obligations or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case loss contingencies of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP nature (whether absolute, accrued, contingent or otherwise)) of a type required to be reflected in such Fox Chase Financial Statements or Fox Chase Regulatory Reports or in the footnotes thereto that are not fully reflected or reserved against therein or fully disclosed in a footnote thereto and except in the case of unaudited statements to normal recurring audit adjustments and the absence of footnotes, except for liabilities incurred in the ordinary course of business and such liabilities, obligations or loss contingencies that, either alone or when combined with all similar liabilities, have not had or would not reasonably likely be expected to have a Material Adverse EffectEffect on Fox Chase. (d) The records, systems, controls, data and information of Fox Chase and the Fox Chase Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Fox Chase or any Fox Chase Subsidiary or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described in this Section 4.5(d). Since Fox Chase (i) has implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP, (ii) to the extent required by applicable law, has implemented and maintains disclosure controls and procedures to ensure that material information relating to Fox Chase, including its consolidated Fox Chase Subsidiaries, is made known to the chief executive officer and the chief financial officer of Fox Chase by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior to the date hereof, to Fox Chase’s outside auditors and the audit committee of Fox Chase’s board of directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Fox Chase’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Fox Chase’s internal control over financial reporting. These disclosures (if any) were made in writing by management to Fox Chase’s auditors and audit committee and a copy has previously been made available to Univest. (e) Since December 31, 2014, (i) neither Fox Chase nor any of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), andFox Chase Subsidiaries nor, to the actual knowledge Knowledge of Fox Chase, any director, officer, employee, auditor, accountant or representative of Fox Chase or any of the General Partners Fox Chase Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Fox Chase or any of the Fox Chase Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Fox Chase or any of the Fox Chase Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Fox Chase or any of the SellersFox Chase Subsidiaries, no event whether or not employed by Fox Chase or any of the Fox Chase Subsidiaries, has occurred reported evidence of a material violation of Securities Laws, breach of fiduciary duty or facts similar violation by Fox Chase or circumstances exist which would be reasonably likely any of its officers, directors, employees or agents to result in a Material Adverse Effectthe board of directors of Fox Chase or any committee thereof or to any director or officer of Fox Chase.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Buyer (including any related notes and schedules) included in the Interim Financial Statements Buyer Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and accurate copies with the published rules and regulations of which have been previously delivered to Purchaser) the SEC (except, in the 39 case of unaudited statements, as permitted by the rules of the SEC), have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be expressly disclosed in the financial statements or in the notes to them), and fairly present present, in all material respects, the consolidated financial position of Buyer and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of Buyer and its Subsidiaries as of the dates and for the periods shown. The books and records of Buyer and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet or audited consolidated financial statements of Buyer included in its Annual Report filed on Form 10-K for the Financial Statements fiscal year ended December 31, 2020, as filed with the SEC, (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, ii) liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business since December 31, 2020 in amounts consistent with past practice (including such liabilities contained in the Buyer Reports); (iii) liabilities that have been discharged or paid in full before the Effective Date; or (iv) liabilities or obligations incurred directly as a result of this Agreement, neither Buyer nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since Effect with respect to Buyer. (c) Ernst and Young LLP, which has expressed its opinion with respect to the date financial statements of Buyer and its Subsidiaries (including the related notes), is and has been throughout the periods covered by such financial statements “independent” with respect to Buyer within the meaning of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results rules of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners applicable bank regulatory authorities and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectPublic Company Accounting Oversight Board.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Parent (including any related notes and schedules thereto) included in the Interim Financial Statements Parent Reports complied as to form, as of their respective dates of filing with the SEC or the applicable Canadian securities regulatory authority (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC or the applicable Canadian securities regulatory authority with respect thereto (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the applicable Canadian regulatory authorities), have been prepared in accordance with Canadian GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects respects, the consolidated financial condition position of Parent and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the Company as at their respective dates and for the results of operations periods shown (andsubject, in the case of unaudited statements, to normal year-end audit adjustments, none of which is expected to be material, and to any other adjustments described therein, including the Financial Statementsnotes thereto). The books and records of Parent and its Subsidiaries have been, the cash flows) of the Company for the periods covered therebyand are being, maintained in all material respects in accordance with Canadian GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (b) As Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of Parent included in its Quarterly Report to Shareholders filed on Form 6-K for the quarter ended July 31, 2007, as filed with the SEC or otherwise disclosed in the Parent Reports filed subsequent to the date of the Balance Sheetfiling of such quarterly financial statements and prior to the date hereof, other than those set forth in Section 4.6(b(ii) of the Disclosure Schedule, the Company had no material liabilities, debtsthis Agreement, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoiii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since July 31, 2007 in the ordinary course of business consistent with past practice, neither Parent nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), either alone or when combined with all other liabilities of a type not described in clause (i), (ii) or (iii), which has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectEffect on Parent.

Financial Statements; Undisclosed Liabilities. (a) Seller Disclosure Schedule 4.4(a) sets forth a true and complete copy of the unaudited income statement for the Transferred Assets for the six months ended June 30, 2016 and the twelve months ended December 31, 2015, the unaudited balance sheet for the Transferred Assets as of June 30, 2016, and the cost basis of the Transferred Assets as of June 30, 2016 (the “Financial Statements”). The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and present fairly present in all material respects the financial condition position of the Company as Transferred Assets at their respective dates June 30, 2016 and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company Transferred Assets for the periods covered therebysix months ended June 30, 2016 and the twelve months ended December 31, 2015 in conformity with GAAP, except for (i) the absence of footnote disclosures and (ii) changes resulting from normal year-end adjustments. (b) As of the date of the Balance Sheet, other than those Except as set forth in Section 4.6(b) of the Disclosure ScheduleFinancial Statements, the Company had there are no material liabilities, debts, liabilities or obligations related to the Assets of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP any nature (whether absolute, known or unknown and whether accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise)) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, except for whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) current liabilities incurred in the ordinary course of business since June 30, 2016, and not (ii) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, reasonably likely be expected to have a Material Adverse Effect. Since exceed $125,000. (c) Except as set forth on Seller Disclosure Schedule 4.4(c) or in the date of the Balance SheetFinancial Statements, there has been are no material adverse change in liabilities or obligations related to the businessAVC Assets, operationsthe ▇▇▇▇▇ Assets, assetsor the Subject Interests of any nature (whether known or unknown and whether accrued, condition (financial absolute, contingent or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners ) and the Sellers, there are no event has occurred or facts or circumstances exist which that would reasonably be reasonably likely expected to result in a Material Adverse Effectany such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) current liabilities incurred in the ordinary course of business since June 30, 2016, and (ii) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, reasonably be expected to exceed $125,000.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Acquiror (including any related notes and schedules thereto) included in the Interim Financial Statements Acquiror Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (andexcept, in the case of unaudited statements, as permitted by Form 10-Q of the Financial StatementsSEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects respects, the consolidated financial condition position of Acquiror and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the Company as at their respective dates and for the results of operations periods shown all in accordance with GAAP (andsubject, in the case of unaudited statements, to normal year-end adjustments, and the Financial Statementsabsence of footnotes). The books and records of Acquiror and its Subsidiaries have been, the cash flows) of the Company for the periods covered therebyand are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (b) As Except for (i) those liabilities or obligations that are fully reflected or reserved for in the consolidated financial statements of Acquiror included in its Annual Report filed on Form 10-K for the fiscal year ended March 31, 2012, as filed with the SEC or otherwise disclosed in the Acquiror Reports filed subsequent to the date of the Balance Sheet, other than those set forth in Section 4.6(bfiling of such annual financial statements and prior to the date hereof or (ii) of the Disclosure Schedule, the Company had no material liabilities, debts, liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absoluteincurred since March 31, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred 2012 in the ordinary course of business business, neither Acquiror nor any of its Subsidiaries has incurred any liability or obligation of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due) other than pursuant to or as contemplated by this Agreement, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation, that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectEffect on Acquiror.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of the Company (including any related notes and schedules thereto) included in the Company Reports complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), were prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein), and fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries and the Interim Financial Statements consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown (truesubject, complete and accurate copies in the case of unaudited statements, to normal year-end audit adjustments, none of which have been previously delivered is expected to Purchaser) have been prepared from be material, and to any other adjustments described therein, including the notes thereto). The books and records of the Company on a consistent basis (andand its Subsidiaries have been, in the case of the Financial Statementsand are being, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and fairly present maintained in all material respects in accordance with U.S. GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. The information with respect to the financial condition investment securities portfolio of the Company as at their respective dates and the results of operations (and, its Subsidiaries set forth in the case of the Financial Statements, the cash flowsSection 4.6(a) of the Company for the periods covered therebyDisclosure Schedule is true, correct and complete in all material respects. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date consolidated financial statements of the Balance SheetCompany included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007, as filed with the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilitiesSEC, debts, (ii) this Agreement or obligations of the type required to be reported on a balance sheet (including the footnotes theretoiii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since June 30, 2007 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), that either alone or when combined with all other liabilities of a type not described in clause (i), (ii) or (iii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since Effect on the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectCompany.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Company (including any related notes and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaserschedules) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be expressly disclosed in the financial statements or in the notes thereto), and fairly present present, in all material respects, the consolidated financial position of Company and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of Company and its Subsidiaries as of the dates and for the periods shown. The books and records of Company and its Subsidiaries have been, and are being, maintained in all material respects the financial condition in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. No independent public accounting firm has resigned (or informed Company that it intends to resign) or been dismissed as independent public accountants of the Company as at their respective dates and the results a result of operations (andor in connection with any disagreements with Company on a matter of accounting principles or practices, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyfinancial statement disclosure or auditing scope or procedure. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet or audited consolidated financial statements of Company included in its Annual Report filed on Form 10-K for the Financial Statements fiscal year ended December 31, 2024, as filed with the SEC, (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, ii) liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business since December 31, 2024 in amounts consistent with past practice (including such liabilities contained in the Company Reports); (iii) liabilities that have been discharged or paid in full before the date of this Agreement; (iv) liabilities or obligations incurred directly as a result of this Agreement, or (v) liabilities set forth in Company Disclosure Schedule 3.09(b), neither Company nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability, other than pursuant to or as contemplated by this Agreement, or that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse EffectEffect with respect to Company. (c) Company has made available to Buyer a copy of Company’s Consolidated Financial Statements for Bank Holding Companies (on Form FRY 9C) as of December 31, 2024 which includes information regarding “off-balance sheet arrangements” effected by Company. (d) To the Knowledge of Company, ▇▇▇▇▇ LLP, which has expressed its opinion with respect to the audited financial statements of Company and its Subsidiaries (including the related notes) included in the Company Reports, is and has been throughout the periods covered by such financial statements “independent” with respect to Company within the meaning of the rules of applicable bank regulatory authorities and the Public Company Accounting Oversight Board. Since To the Knowledge of Company, as of the date of this Agreement, no fact or circumstance exists that would prevent ▇▇▇▇▇ LLP from being able to consent to the Balance SheetRegistration Statement incorporating by reference its opinion with respect to Company’s audited financial statements for the year ended December 31, there has been no material adverse change 2024 included in the business, operations, assets, condition Company Reports when the Registration Statement (financial or otherwise), liabilities or results of operations of any amendment thereto) is filed with the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectSEC.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Attached hereto as Schedule 4.8 are the Interim Financial Statements following (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and fairly present in all material respects the financial condition statements referred to in clauses (i) and (ii) below being collectively referred to as the “Historical Financials”): (i) unaudited balance sheet of the Company as at their respective dates of December 31, 2006, December 31, 2005, and the results December 31, 2004, and statements of operations (and, in the case income and retained earnings for each of the Financial Statementsthree years then ended, which have not been reviewed by the cash flowsoutside accounting firm of the Company; and (ii) unaudited, management prepared financial statements of the Company for the periods covered thereby. (b) As consisting of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date close of business of the Balance Sheetday immediately prior to the Effective Date (the “Most Recent Fiscal Month End”), except and a statement of operations for liabilitiesthe appropriate period then ended. The Historical Financials (including, debtsin each case, or obligations reflected or reserved against in the Balance Sheet or related schedules and notes, if any) fairly present the Financial Statements (including the footnotes thereto). Since the date financial position of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations as of the type required to be reported on a respective dates of such balance sheet (including sheets and the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company for the respective periods covered by such statements of income, and have not been prepared in accordance with GAAP. (other than general economic b) Except as set forth on Schedule 4.8(b) hereto, the Company does not have any liabilities (whether known or industry conditionsunknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for Taxes), andexcept for (i) liabilities set forth on the Latest Balance Sheet (rather than in any notes thereto), and (ii) liabilities that have arisen after the Most Recent Fiscal Month End in the ordinary course of business. (c) None of the Company nor any of its officers, directors or, to the actual knowledge Knowledge of the General Partners and Company, any of their respective Affiliates (i) is contemplating the Sellersfiling of a petition under the Bankruptcy Laws with respect to the Company, no event has occurred or facts the liquidation of all or circumstances exist which would be reasonably likely to result in a Material Adverse Effectany major portion of its or their assets or properties, or (ii) is aware of any Person contemplating the filing of any petition against the Company under the Bankruptcy Laws. The Company is not contemplating materially changing its Business, as such Business is being conducted on the date hereof.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Buyer (including any related notes and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaserschedules) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be expressly disclosed in the financial statements or in the notes thereto), and fairly present present, in all material respects, the consolidated financial position of Buyer and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of Buyer and its Subsidiaries as of the dates and for the periods shown. The books and records of Buyer and its Subsidiaries have been, and are being, maintained in all material respects the in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. ▇▇▇▇▇ & Young LLP has not resigned (or informed ▇▇▇▇▇ that it intends to resign) or been dismissed as independent public accountants of Buyer as a result of or in connection with any disagreements with Buyer on a matter of accounting principles or practices, financial condition of the Company as at their respective dates and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebystatement disclosure or auditing scope or procedure. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet or audited consolidated financial statements of Buyer included in its Annual Report filed on Form 10-K for the Financial Statements fiscal year ended December 31, 2022, as filed with the SEC, (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, ii) liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business since December 31, 2022 in amounts consistent with past practice (including such liabilities contained in the Buyer Reports); (iii) liabilities that have been discharged or paid in full before the date of this Agreement; or (iv) liabilities or obligations incurred directly as a result of this Agreement, neither Buyer nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability, other than pursuant to or as contemplated by this Agreement, or that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse EffectEffect with respect to Buyer. (c) Buyer has made available to Company a copy of Buyer’s Consolidated Financial Statements for Bank Holding Companies (on Form FRY 9C) as of December 31, 2022 which includes information regarding “off balance sheet arrangements” effected by Buyer. (d) To the Knowledge of Buyer, ▇▇▇▇▇ and Young LLP, which has expressed its opinion with respect to the audited financial statements of Buyer and its Subsidiaries (included the related notes) included in the Buyer Reports, is and has been throughout the periods covered by such financial statements “independent” with respect to Buyer within the meaning of the rules of applicable bank regulatory authorities and the Public Company Accounting Oversight Board. Since To the Knowledge of Buyer as of the date of the Balance Sheetthis Agreement, there has been no material adverse change in the business, operations, assets, condition (financial fact or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, circumstance exists that would prevent ▇▇▇▇▇ and Young LLP from being able to consent to the actual knowledge inclusion of its opinion with respect to Company’s audited financial statements for the General Partners and year ending December 31, 2022 to be incorporated by reference into the SellersJoint Proxy Statement-Prospectus when the Registration Statement (or any amendment thereto) is filed with the SEC or express its opinion with respect to Buyer’s audited financial statements for the year ending December 31, no event has occurred or facts or circumstances exist which would 2023 to be reasonably likely to result in a Material Adverse Effect.filed with the SEC as part of Buyer’s Annual Report on Form 10-K.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements consolidated financial statements of Buyer (including any related notes and schedules thereto) included in the Interim Financial Statements Buyer Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Buyer and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of Buyer and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of Buyer included in its Annual Report filed on Form 10-K for the date of fiscal year ended December 31, 2011, and in the Balance Sheetother Buyer Reports since December 31, other than those set forth in Section 4.6(b) of 2011, as filed with the Disclosure Schedule, the Company had no material liabilities, debtsSEC, or obligations (ii) liabilities incurred since September 30, 2012 in the Ordinary Course of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP Business, neither Buyer nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, accrued or contingent or otherwise andand whether due or to become due), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in the case such a liability that, either alone or when combined with all other liabilities of any such liabilitiesa type not described in clause (i) or (ii), debtshas had, or obligations in respect of any Taxeswould be reasonably expected to have, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectEffect on Buyer.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Seller has previously delivered to Purchaser the Interim Financial Statements (truefollowing financial statements, complete and accurate copies of which have been previously delivered to Purchaserare attached hereto as Section 4.6(a) of the Disclosure Schedule: (i) Unaudited balance sheets for the Company as of December 31, 1996 (herein the "Base Balance Sheet"), and December 31, 1995 and unaudited statements of income, retained earnings and cash flows for the years then ended prepared in accordance with the cash method of accounting; and Said financial statements have been prepared by the Company from the its books and records of the Company on a consistent basis (andrecords, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and present fairly present in all material respects the financial condition of the Company as at their respective the dates of said statements and the results of their operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebythereby in accordance with the cash method of accounting. (b) As of the date of the Base Balance Sheet, other than those set forth there were no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, relating to the Company, except liabilities (i) stated or adequately reserved against on the Base Balance Sheet or the notes thereto, (ii) specifically disclosed in Section 4.6(b) of the Disclosure Schedule, Schedule furnished to Purchaser hereunder on the Company had no material liabilities, debtsdate hereof and attached hereto, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoiii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely consistent with the terms of this Agreement subsequent to have a Material Adverse Effect. Since the date of the Base Balance Sheet. (c) There are no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, relating to the Company, except liabilities (i) stated or adequately reserved against on the Base Balance Sheet or the notes thereto, (ii) specifically disclosed in Section 4.6(c) of the Disclosure Schedule, or (iii) incurred in the ordinary course of business consistent with the terms of this Agreement subsequent to the date of the Base Balance Sheet. (d) As of the date of the Interim Base Balance Sheet, there has been were no material adverse change liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, relating to the Company, except liabilities (i) stated or adequately reserved against on the Interim Base Balance Sheet or the notes thereto, (ii) specifically disclosed in Section 4.6(d) of the Disclosure Schedule furnished to Purchaser hereunder on the date hereof and attached hereto, or (iii) incurred in the businessordinary course of business consistent with the terms of this Agreement subsequent to the date of the Interim Base Balance Sheet. (e) There are no liabilities or obligations of any nature, operationswhether accrued, assetsabsolute, condition (financial contingent or otherwise), asserted or unasserted, known or unknown, relating to the Company, except liabilities (i) stated or results of operations adequately reserved against on the Interim Base Balance Sheet or the notes thereto, (ii) specifically disclosed in Section 4.6(e) of the Company Disclosure Schedule, or (other than general economic or industry conditions), and, iii) incurred in the ordinary course of business consistent with the terms of this Agreement subsequent to the actual knowledge date of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectInterim Base Balance Sheet.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and unaudited financial statements of ADC for the Interim Financial Statements (trueyear ended December 31, complete and accurate copies of which have been previously 1999 heretofore delivered to PurchaserCymedix comply as to form in all material respects with applicable accounting requirements, were prepared in accordance with generally accepted accounting principles (GAAP) have been prepared from the books and records of the Company applied on a consistent basis during the period involved (and, except as may be indicated in the case of the Financial Statements, in accordance with GAAP applied on a consistent basisnotes thereto) throughout the periods covered thereby and fairly present in all material respects the financial condition position of ADC as of the Company as at their respective dates date thereof and the its results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyperiod then ended. (b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no ADC does not have any material liabilities, debts, liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP any nature (whether accrued, absolute, accruedcontingent, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent unasserted or otherwise), except except (i) as disclosed, reflected or fully reserved against in its balance sheet as of February 25, 2000 (the ADC Balance Sheet) and any notes thereto, (ii) for items set forth in Schedule 2.5 and iii) for liabilities and obligations incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since consistent with past practice since the date of the ADC Balance SheetSheet and not in violation of this Agreement or in excess of $5,000 in the aggregate. (c) Except as set forth in Schedule 2.5, (i) ADC has filed or caused to be filed in a timely manner (within any applicable extension periods) all tax returns, there has reports and forms required to be filed by the Internal Revenue Code (the Code) or by applicable state, local or foreign tax laws, (ii) all taxes required to be paid by ADC have been timely paid in full and all taxes for current periods are adequately provided for, and (iii) no tax liens have been filed and no material adverse change claims are being asserted in writing with respect to any taxes. The federal income tax returns filed by ADC have never been examined by the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectInternal Revenue Service.

Financial Statements; Undisclosed Liabilities. (a) Copies of Company’s (i) financial statements consisting of the balance sheet of Company as of December 31 in each of the years 2023 and 2024 and the related statements of operations for the years then ended (the “Annual Financial Statements”), and (ii) financial statements consisting of the balance sheet Company (the “Balance Sheet”) as of April 30, 2025 (the “Balance Sheet Date”) and the related statements of operations for the four (4) month period then ended showing revenues and expenses of the Business (the “Interim Financial Statements” and together with the Annual Financial Statements, the “Financial Statements”) have previously been delivered and/or made available to Purchaser. The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaseri) have been prepared from consistent with past practices, based on the books and records of Company, the Business and Purchased Assets and fairly present, the financial condition of Company, the Business and Purchased Assets as of the respective dates thereof and the results of the operations of Company on a consistent basis (andand the Business for the periods indicated, in each case in accordance with GAAP, subject, in the case of the Interim Financial Statements, to normal recurring year-end adjustments (the effect of which will not, individually or in accordance with GAAP applied on the aggregate, be material) and the absence of notes, (ii) contain and reflect all adjustments, accruals (including, without limitation, accruals for incentive-based compensation), provisions and allowances necessary for a consistent basis) throughout the periods covered thereby and fairly present in all material respects fair presentation of the financial condition of the Company as at their respective dates and the results of operations (and, in of Company and the case of the Financial Statements, the cash flows) of the Company Business for the periods covered thereby. by such Financial Statement in accordance with GAAP, (biii) As to the extent applicable contains and reflects adequate provisions for all reasonably anticipated Liabilities for all Taxes with respect to the periods covered by such Financial Statement and all prior periods in accordance with GAAP, and (iv) reflects the consistent application of GAAP throughout the periods covered. Except as set forth on Schedule 3.6(a), neither Company nor Parent on behalf of the date Business and the Purchased Assets, have any material Liabilities, other than (i) those reflected on the Balance Sheet as of the Balance SheetSheet Date, other than (ii) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement, violation of Law or Legal Proceeding), or (iii) those under (A) Contracts described on Schedule 3.11, or (B) under Contracts entered into in the ordinary course of business (none of which under (A) or (B) is a Liability resulting from noncompliance with any Contract, or any breach of contract or breach of warranty). The reserves reflected in the Financial Statements are adequate, appropriate and reasonable and have been calculated in a consistent matter. Except as set forth on Schedule 3.6(a), the books and records of Company have been maintained in accordance with GAAP and properly reflect all of the transactions entered into by Company. (b) The internal controls of Company provide reasonable assurance regarding the reliability of preparation of financial statements and such internal controls are sufficient to (i) provide reasonable assurance that the records accurately and fairly reflect the transactions of Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements, and that receipts and expenditures of Company and the Business are being made only in accordance with authorizations of the managers or officers of Company, and (iii) provide reasonable assurance that unauthorized acquisition, use or disposition of the Purchased Assets or the Business, intentional misconduct and fraud that could adversely affect its financial statements is prevented or timely detected. (c) All accounts and notes receivable of Company or the Business or Purchased Assets (i) are bona fide and valid arising from sales actually made or services actually performed and were incurred in the ordinary course of business, (ii) are properly reflected on Company’s books and records and balance sheets with regard to the Business and Purchased Assets in accordance with GAAP, and (iii) are, except as set forth on Schedule 3.6(c) and subject to an Allowance for Bad Debt Expense consistent with historic rates, not reasonably likely subject to any setoffs, counterclaims, discounts, credits or other offsets and are current and collectible and will be collected in accordance with their terms at their recorded amounts within ninety (90) days. Except as set forth on Schedule 3.6(c), no Person has any Encumbrance on any accounts or notes receivable or any part thereof, and no agreement for deduction, free goods or services, discount or other deferred price or quantity adjustment has been made by Company or with regard to the Business or Purchased Assets with respect to any accounts receivable. In the last three (3) years, Company and the Business has continued all pricing, sales, receivables and payables practices in accordance with its ordinary course of business and have not engaged in (i) any trade loading practices or any other promotional sales or discount activity with any customers or distributors with the intent to accelerate to pre-Closing periods sales to the trade or otherwise that would otherwise be expected (based on past practice) to occur in post-Closing periods, (ii) any practice intended to have the effect of accelerating to pre-Closing periods collections of receivables that would otherwise be expected (based on past practice) to be made in post-Closing periods or (iii) any practice intended to have the effect of postponing to post-Closing periods payments by Company or in connection with the Business or the Purchased Assets that would otherwise be expected (based on past practice) to be made in pre-Closing periods. (d) Schedule 3.6(d) provides: (i) an accurate and complete breakdown and aging of the accounts payable of Company with regard to the Business and the Purchased Assets as of the day immediately preceding the Closing Date; (ii) an accurate and complete breakdown of any customer deposits or other deposits held by Company as of the day immediately preceding the Closing Date; and (iii) an accurate and complete breakdown of all notes payable and other Indebtedness of Company with regard to the Business and the Purchased Assets as of the day immediately preceding the Closing Date. Neither Company nor Parent (on behalf of the Business and the Purchased Assets) has delayed the payment of any of its accounts payable in a Material Adverse Effect. Since manner which is not consistent with historical practices. (e) All Inventory of Company and the Business reflected on the statement of inventory attached as Schedule 3.6(e)(i) (the “Inventory Statement”) or acquired after the date set forth thereon (the “Inventory Date”) consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged or defective items that have been written off or written down to fair market value or for which adequate reserves have been established on the Balance Sheet, there has been no material adverse change . All Inventory contained in the businessInventory Statement and shown on the Balance Sheet reflects write-downs to realizable values in the case of items which have become obsolete or unsalable (except at prices less than cost) through regular channels in the ordinary course of business consistent with past practice. The Inventory recorded on the Balance Sheet or acquired thereafter reflects items and quantities of Inventory of Company with regard to the Business or the Purchased Assets accounted for at the lower of cost or net realizable value and such items and quantities are supported by historical counts. Such Inventories are in compliance with all applicable Laws, operationswhether domestic or foreign, assets, condition (financial or otherwise), liabilities or results of operations and are in conformity with all applicable product registrations and specifications. The values of the Inventory contained in the Inventory Statement and shown on the Balance Sheet reflect the normal inventory valuation policies of Company (other than general economic or industry conditions), and, to and were determined in accordance with GAAP and the actual knowledge Inventory Statement reflects all of the General Partners and Inventory of the Sellers, no event has occurred Business owned by Company or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effectby Parent on behalf of Company. Company’s commitments for the purchase of Inventory are attached as Schedule 3.6(e)(ii).

Financial Statements; Undisclosed Liabilities. (a) The Attached to the Financial Statements Schedule are true and the Interim Financial Statements (true, complete and accurate correct copies of which have been previously delivered to Purchaser(i) have been prepared from the books and records unaudited balance sheet of the Company as of March 31, 2007 (the “Latest Balance Sheet”), and the related statement of income for the three-month period then ended and (ii) unaudited balance sheet and statement of income of the Company as of and for the fiscal year ended December 31, 2006. Except as set forth on a consistent basis (andthe attached Financial Statements Schedule, such financial statements have been based upon the information concerning the Company contained in the case of the Financial StatementsCompany’s books and records, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and present fairly present in all material respects the financial condition and results of operations of the Company (taken as at their respective dates a whole) as of the times and for the results of operations periods referred to therein in accordance with GAAP (andsubject, in the case of the Financial Statementsunaudited financial statements, the cash flows) to normal year-end audit adjustments, absence of the Company for the periods covered therebyfootnotes and other presentation items, none of which were or are expected to be material in amount or effect). (b) As of the date of the Balance Sheet, other than those Except as set forth in Section 4.6(b) of on the Disclosure Scheduleattached Liabilities Schedule or as otherwise would not reasonably be expected to have a Material Adverse Effect, the Company had has no material liabilities, debts, or obligations liabilities that are of the type a nature that would be required to be reported disclosed on a balance sheet of the Company (including or the footnotes thereto) prepared in accordance with GAAP GAAP, other than (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined i) liabilities reflected on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Latest Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for current liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since consistent with past practice since the date of the Latest Balance Sheet, there has been no material adverse change Sheet and (iii) liabilities incurred after the date hereof in accordance with the business, operations, assets, condition (financial or otherwise), liabilities or results terms of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effectthis Agreement.

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with the SEC on May 7, 2015 (the “WPZ 8-K”) sets forth a true and complete copy of the consolidated audited statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2014 and balance sheets as of December 31, 2014 and 2013 for WPZ, including the notes thereto (the referenced financial statements set forth in the WPZ 8-K are collectively referred to as the “WPZ Financial Statements”). The WPZ Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly present in all material respects the consolidated financial condition position of the Company WPZ as at their respective of such dates and the consolidated results of operations (andand cash flows of WPZ for such periods, except as otherwise noted therein. Except as set forth in the case of the WPZ Financial Statements, there are no off-balance sheet arrangements that would, individually or in the cash flows) of aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure in the Company for the periods covered therebyWPZ SEC Reports. (b) As There are no liabilities or obligations of WPZ, WPZ General Partner or the date WPZ Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of the Balance Sheetfederal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than those set forth in Section 4.6(b(i) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, liabilities or obligations reflected or reserved against in the Balance Sheet or the WPZ Financial Statements Statements, (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for current liabilities incurred in the ordinary course of business since December 31, 2014, (iii) liabilities and not reasonably likely to obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a WPZ Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) Parent’s Current Report on Form 8-K filed with the SEC on May 3, 2018 (the “Parent 8-K”) sets forth a true and complete copy of the consolidated audited statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2017 and balance sheets as of December 31, 2017 and 2016 for Parent, including the notes thereto (the referenced financial statements set forth in the Parent 8-K are collectively referred to as the “Parent Financial Statements”). The Parent Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly present in all material respects the consolidated financial condition position of the Company Parent as at their respective of such dates and the consolidated results of operations (andincome and cash flows of Parent for such periods, except as otherwise noted therein. Except as set forth in the case of the Parent Financial Statements, there are no off-balance sheet arrangements that would, individually or in the cash flows) of aggregate, have a Parent Material Adverse Effect. Parent has not had any disagreement with its independent public accounting firm that required disclosure in the Company for the periods covered therebyParent SEC Reports. (b) As There are no liabilities or obligations of Parent or the date Parent Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of the Balance Sheetfederal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than those set forth in Section 4.6(b(i) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, liabilities or obligations reflected or reserved against in the Balance Sheet or the Parent Financial Statements Statements, (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for current liabilities incurred in the ordinary course of business since December 31, 2017, (iii) liabilities and not reasonably likely to obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Parent Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (true, Each Purchaser has heretofore been furnished with complete and accurate correct copies of which have been previously delivered to Purchasereach of the following: (i) have been prepared from the books and records audited consolidated balance sheet of the Company on a consistent basis (andand its Subsidiaries as of December 31, 2001, as included in the case Company’s Annual Report on Form 10-K with respect to the fiscal year then ended, as filed by the Company with the SEC; and (ii) the unaudited consolidated balance sheet of the Financial StatementsCompany and its Subsidiaries as of March 31, 2002 (the “Balance Sheet Date”), as included in the Company’s Quarterly Report on Form 10-Q with respect to the quarter then ended, as filed by the Company with the SEC. Schedule 3.7 sets forth the pro forma consolidated balance sheet of the Company and its Subsidiaries as of Balance Sheet Date, taking into account the issuance on the Initial Closing Date and Second Closing Date of all of the Shares contemplated hereby as being issued on such dates (assuming each Purchaser purchases the Shares set forth next to such Purchaser’s name on Exhibit A attached hereto). (b) The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date was prepared in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby generally accepted accounting principles and fairly present in all material respects presents the financial condition of the Company and its Subsidiaries as at their respective dates and the results of operations (andBalance Sheet Date, in the case of the Financial Statements, the cash flows) of subject to normal year-end audit adjustments. Neither the Company for the periods covered thereby. (b) As nor any of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, its Subsidiaries has any liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absoluteany nature, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), which are not described in such unaudited balance sheet except for (i) liabilities incurred that may have arisen in the ordinary and usual course of business since the Balance Sheet Date and that individually or in the aggregate do not have and could not reasonably likely be expected to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change effect on the Company and its Subsidiaries, taken as a whole, (ii) liabilities not required to be disclosed in accordance with generally accepted accounting principles, (iii) liabilities arising under this Agreement or the Related Agreements, and (iv) other liabilities and obligations expressly disclosed in the business, operations, assets, condition Schedules to this Agreement. (financial or otherwise), liabilities or results of operations c) The pro forma consolidated balance sheet of the Company (referred to in Section 3.7(a)(ii) has been prepared by management of the Company on a reasonable basis taking into consideration the effect of the Plan of Recapitalization and the transactions contemplated hereby as of the Initial Closing Date and none of the Company and its management is aware of any fact which casts doubt on the accuracy or completeness thereof. After giving effect to the Plan of Recapitalization and the transactions contemplated hereby and by the Related Agreements, neither the Company nor any of its Subsidiaries will have any material liabilities, contingent or otherwise, which are not referred to in such balance sheet or in the notes thereto other than general economic liabilities not required to be disclosed in accordance with generally accepted accounting principles and liabilities arising under this Agreement or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectRelated Agreements.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements Balance Sheet attached to this Agreement as Exhibit A and the Interim financial statements of Seller for the years ended December 31, 1994, 1995 and 1996 previously provided to Buyer (including the notes thereto) (the "Historical Financial Statements (true, complete and accurate copies of which have been previously delivered to PurchaserStatements") have each been prepared from in accordance with generally accepted accounting principles ("GAAP") (except, with respect to the Balance Sheet, subject to changes for year-end adjustments and the omission of notes) applied on a consistent basis throughout the periods covered thereby, present fairly the financial condition of the Business as of such dates and for such periods, are correct and complete, and are consistent with the books and records of the Company on a consistent basis Seller (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby which books and fairly present in all material respects the financial condition of the Company as at their respective dates records are correct and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebycomplete). (b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company Business had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP liabilities (whether accrued, absolute, accruedcontingent, contingent unliquidated or otherwise andotherwise, in the case whether due or to become due, whether known or unknown, and regardless of any such liabilities, debts, or obligations in respect when asserted) arising out of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since transactions entered into prior to the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred or any liabilities, debtsaction or inaction, or obligations any state of the type required facts existing, with respect to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely based upon transactions or events occurring prior to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change except liabilities disclosed in the businessBalance Sheet or which arose in the ordinary course of business after the date of the Balance Sheet (none of which is a material uninsured liability for breach of contract, operationsbreach of warranty, assetstort, infringement, claim or lawsuit). (c) The Monthly Financial Statements (as defined in, and to be delivered by Seller to Buyer pursuant, to Section 10.02 hereof) shall be prepared in accordance with GAAP (subject to changes for year-end adjustments and except for the omission of notes) applied on a consistent basis throughout the periods covered thereby, shall present fairly the financial condition (financial or otherwise), liabilities or and the results of operations of the Company Business as of such dates and for such periods, and shall be correct and complete, and consistent with the books and records of Seller (other than general economic which books and records shall be correct and complete as of the delivery of the Monthly Financial Statements). (d) As of the Closing, the Business will have no liabilities (whether accrued, absolute, contingent, unliquidated or industry conditions)otherwise, andwhether due or to become due, whether known or unknown, and regardless of when asserted) arising out of transactions entered into prior to the actual knowledge Closing, or any action or inaction, or any state of facts existing, with respect to or based upon transactions or events occurring prior to the Closing, except liabilities disclosed in the Financial Statements or which have arisen in the ordinary course of business after the date of the General Partners and the SellersFinancial Statements (none of which is a material uninsured liability for breach of contract, no event has occurred breach of warranty, tort, infringement, claim or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effectlawsuit).

Financial Statements; Undisclosed Liabilities. (a) Parent’s Current Report on Form 8-K filed with the SEC on May 7, 2015 (the “Parent 8-K”) sets forth a true and complete copy of the consolidated audited statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2014 and balance sheets as of December 31, 2014 and 2013 for Parent, including the notes thereto (the referenced financial statements set forth in the Parent 8-K are collectively referred to as the “Parent Financial Statements”). The Parent Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly present in all material respects the consolidated financial condition position of the Company Parent as at their respective of such dates and the consolidated results of operations (andincome and cash flows of Parent for such periods, except as otherwise noted therein. Except as set forth in the case of the Parent Financial Statements, there are no off-balance sheet arrangements that would, individually or in the cash flows) of aggregate, have a Parent Material Adverse Effect. Parent has not had any disagreement with its independent public accounting firm that required disclosure in the Company for the periods covered therebyParent SEC Reports. (b) As There are no liabilities or obligations of Parent or the date Parent Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of the Balance Sheetfederal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than those set forth in Section 4.6(b(i) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, liabilities or obligations reflected or reserved against in the Balance Sheet or the Parent Financial Statements Statements, (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for current liabilities incurred in the ordinary course of business since December 31, 2014, (iii) liabilities and not reasonably likely to obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Parent Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements books of account and other financial records of the Interim Financial Statements (trueCompany, complete and accurate copies all of which have been previously delivered made available to Purchaser) Buyer, are correct and complete in all material respects, represent actual bona fide transactions and have been prepared from maintained in accordance with sound business and accounting practices. Each transaction is properly and accurately recorded in the books and records of the Company. The Company maintains an adequate system of internal accounting controls and does not engage in or maintain any off-the-books accounts or transactions. (b) Attached hereto as Schedule 3.8 are the following (the financial statements referred to in clauses (i) and (ii) below being collectively referred to as the “Company Historical Financials”): (i) the Company’s audited balance sheets and statements of income, retained earnings and cash flows as of and for its fiscal years ended December 31, 2004, 2005 and 2006; and (ii) the Company’s unaudited interim balance sheet and statements of income, retained earnings and cash flows as of and for the three months ended March 31, 2007 (the “Company Current Financials”). The Company Historical Financials (including, in each case, the related schedules and notes, if any) fairly present the financial condition, results of operations and changes in financial position of the Company as of and for the respective dates and periods covered thereby and were prepared in accordance with Mexican GAAP applied on a consistent basis (andthroughout the periods covered thereby subject, in the case of the Financial StatementsCompany Current Financials, in accordance with GAAP applied on a consistent basisto year-end audit adjustments (which will not be material) throughout the periods covered thereby and fairly present in all material respects the financial condition of the Company as at their respective dates and the results lack of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyfootnotes and other presentation items. (bc) As of the date of the Balance Sheet, other than those Except as set forth in Section 4.6(b) of the Disclosure Scheduleon Schedule 3.8(c), the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP does not have any liabilities (whether absoluteknown or unknown, accruedwhether direct or indirect, contingent whether absolute or otherwise andcontingent, in the case of whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any such liabilities, debts, or obligations in respect of any liability for Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against (i) liabilities set forth in the Balance Sheet or the Financial Statements Company Current Financials, and (including the footnotes thereto). Since the date of the Balance Sheet, ii) liabilities that have arisen after the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred Current Financials in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since business. (d) On the date of hereof and immediately prior to the Balance SheetClosing Date, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effectis Solvent.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Buyer (including any related notes and schedules) included in the Interim Financial Statements Buyer Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies if amended or superseded by a subsequent filing prior to the date of which have been previously delivered to Purchaser) have been prepared from the books and records this Agreement, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be expressly disclosed in the financial statements or in the notes to them), and fairly present present, in all material respects, the consolidated financial position of Buyer and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of Buyer and its Subsidiaries as of the dates and for the periods shown. The books and records of Buyer and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet or audited consolidated financial statements of Buyer included in its Annual Report filed on Form 10-K for the Financial Statements fiscal year ended December 31, 2023, as filed with the SEC, (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, ii) liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business since December 31, 2023 in amounts consistent with past practice (including such liabilities contained in the Buyer Reports); (iii) liabilities that have been discharged or paid in full before the Effective Date; or (iv) liabilities or obligations incurred directly as a result of this Agreement, neither Buyer nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since Effect with respect to Buyer. (c) To the date Knowledge of Company, Ernst & Young LLP, which has expressed its opinion with respect to the financial statements of Buyer and its Subsidiaries (including the related notes), is and has been throughout the periods covered by such financial statements “independent” with respect to Buyer within the meaning of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results rules of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners applicable bank regulatory authorities and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectPublic Company Accounting Oversight Board.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements unaudited consolidated financial statements of Company (including any related notes and the Interim Financial Statements (trueschedules) complied as to form, complete and accurate copies as of which have been previously delivered to Purchaser) their respective dates, in all material respects, with all applicable accounting requirements, have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Company and its Subsidiary and the consolidated results of operations, changes in shareholders’ equity and cash flows of such company as of the dates and for the periods shown. The books and records of Company and its Subsidiary have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet or the Financial Statements unaudited consolidated financial statements of Company at March 31, 2016; (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, ii) liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to since March 31, 2016 in amounts consistent with past practice; (iii) liabilities that have a Material Adverse Effect. Since been discharged or paid in full before the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition Effective Date; or (financial or otherwise), iv) liabilities or results obligations incurred directly as a result of operations this Agreement, neither Company nor any of the Company its Subsidiaries has incurred any material liability of any nature whatsoever (other than general economic whether absolute, accrued or industry conditionscontingent or otherwise and whether due or to become due), and, there is no existing condition, situation or set of circumstances that would reasonably be expected to the actual knowledge result in such a liability, other than pursuant to or as contemplated by this Agreement or that, either alone or when combined with all other liabilities of the General Partners and the Sellers, no event a type not described in (i) or (ii) has occurred had or facts or circumstances exist which would be reasonably likely expected to result in have, a Material Adverse EffectEffect on the Company.

Financial Statements; Undisclosed Liabilities. (ai) The CNB has previously delivered or made available to OPOF and OPNB accurate and complete copies of the CNB Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records of the Company on a consistent basis (andwhich, in the case of the balance sheets of CNB as of December 31, 2016 and 2015 and the statements of operations, comprehensive income, changes in shareholders’ equity and cash flows of CNB for the years ended December 31, 2016 and 2015, are accompanied by the audit report of Y▇▇▇▇, H▇▇▇ & B▇▇▇▇▇▇, P.C. The CNB Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and Statements fairly present in all material respects or will fairly present, as the case may be, the financial condition of CNB as of the Company as at their respective dates set forth therein, and the results of operations (andoperations, changes in stockholders’ equity and cash flows of CNB for the respective periods or as of the respective dates set forth therein, in the each case of the Financial Statementsin accordance with GAAP, the cash flows) of the Company for the periods covered therebyexcept in each case as may be noted therein. (bii) As of The CNB Financial Statements have been or will be, as the date of the Balance Sheetcase may be, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP GAAP, except as stated therein. The audits of CNB have been conducted in accordance with generally accepted auditing standards of the United States of America. (whether absoluteiii) Since December 31, accrued2016, contingent or otherwise and, CNB has not incurred any liability other than in the case ordinary course of any such liabilitiesbusiness consistent with past practices (excluding the incurrence of expenses related to this Agreement and the Transaction). (iv) Since December 31, debts2016, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company A) CNB has conducted its businesses in the ordinary and usual course consistent with past practice practices (excluding the incurrence of expenses related to this Agreement and the Transaction) and (B) no event has not incurred occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any liabilities, debts, or obligations paragraph of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent this Section 5.03 or otherwise), except for liabilities incurred in the ordinary course of business and not is reasonably likely to have a Material Adverse EffectEffect with respect to CNB. (v) Except for mortgage loans and participations CNB has entered into the ordinary course of business, no agreement pursuant to which any Loans or other assets have been or shall be sold by CNB entitles the buyer of such Loans or other assets, unless there is material breach of a representation or covenant by CNB, to cause CNB to repurchase such Loans or other assets or the buyer to pursue any other form of recourse against CNB. Since December 31, 2016, no cash, stock or other dividend or any other distribution with respect to the date capital stock of CNB has been declared, set aside or paid. In addition, no shares of capital stock of CNB have been purchased, redeemed or otherwise acquired, directly or indirectly, by CNB since December 31, 2016, and no agreements have been made to do the foregoing. (vi) CNB maintains a system of internal accounting controls sufficient to provide reasonable assurances that all material information concerning CNB is made known on a timely basis to permit the preparation of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, CNB Financial Statements and any public disclosure documents relating to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectCNB.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Section 4.06(a) of the Interim Financial Statements (Disclosure Letter sets forth true, correct and complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, . The Financial Statements have been derived from the Records of the Seller Entities and prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as expressly indicated in the notes thereto) and fairly present in all material respects the financial condition position of the Company Business as at their respective of the dates thereof and the results of operations and cash flows of the Business for the periods shown therein (andsubject, in the case of the Interim Financial Statements, to normal year-end adjustments, none of which are material to the cash flowsBusiness either individually or in the aggregate), except that (i) the Business has not operated as a separate standalone entity or business and has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis and (ii) the Financial Statements (A) do not include statements of shareholders’ equity and (B) have not been reviewed or audited by Seller’s independent financial accountants and may lack footnotes and other presentation items required by GAAP. The Financial Statements separately disclose the Company for Current Assets included in Transferred Assets and the periods covered therebyCurrent Liabilities included in Assumed Liabilities that in each case are not related to the Business but will convey to Purchaser at Closing. (b) As The Seller Entities have maintained and adhered in all material respects to a system of internal accounting controls that are sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting (ii) that the Business is operated in all material respects in accordance with management’s authorization and applicable Law, and (iii) that transactions are reported on the financial statements in conformity with GAAP. Since January 1, 2022, there has not been (i) any significant deficiency or significant weakness in any system of internal accounting controls used by any of the Seller Entities, (ii) any fraud or other similar forms of wrongdoing that involves any of the management or, to the Knowledge of the Seller, other employees of any of the Seller Entities who have, or have had, a role in the preparation of financial statements or the internal accounting controls used by the Seller Entities, or (iii) to the Knowledge of the Seller, any claim or allegation regarding any of the foregoing. (c) The Business does not have any Liabilities, other than Liabilities that (i) are specifically reflected on the face of, and adequately reserved against in, the Interim Financial Statements, (ii) are of the type reflected on the Interim Financial Statements which have arisen after the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Interim Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business business, (iii) arise under executory contracts (none of which is a Liability resulting from breach of Contract, breach of warranty, tort, infringement, misappropriation claim or violation of Law), (iv) are Retained Liabilities or will be specifically and fully reflected, reserved, accrued, recorded or included as liabilities in the final calculation of Closing Working Capital, (v) are disclosed in Section 4.06(c) of the Disclosure Letter, or (vi) would not reasonably likely be expected to have be material, individually or in the aggregate, to the Business taken as a Material Adverse Effect. Since whole. (d) All accounts, notes and other receivables reflected on the Interim Financial Statements, and all accounts, notes and other receivables relating to the Business after the date of the Balance SheetInterim Financial Statements, there has been no material adverse change arose from bona fide, arm’s length transactions in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations ordinary course of the Company (Business and are fully collectible in the aggregate amount thereof, net of reserves for bad debt, discounts and rebates, and are not subject to any material setoffs or counterclaims other than general economic or industry conditions), and, to normal cash discounts accrued in the actual knowledge ordinary course of business. The receivables of the General Partners Business outstanding as of the date hereof and as of the Closing Date do not reflect any material changes in discounts, rebates or other benefits offered to customers. (e) Section 4.06(e) of the Disclosure Letter sets forth a complete and accurate list of all guarantees, letters of credit and bonds, other sureties and performance guarantees provided by any member of the Seller Group in respect of the Business and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectTransferred Assets (the “Credit Support Items”).

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records consolidated financial statements of the Company on a consistent basis included or incorporated by reference in Forms 10-Q and 10-K filed by the Company with the SEC since December 31, 2019 (andcollectively, the “Financial Statements”), complied or when submitted or filed will comply, as the case may be, in all material respects with the case applicable requirements of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout Securities Act and the periods covered thereby Exchange Act and presented fairly or when submitted and filed will present fairly in all material respects the financial condition position, results of operations and cash flows of the Company and its consolidated Subsidiaries, taken as a whole, as of the dates indicated and for the periods specified therein. The Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods and at their respective the dates and the results of operations covered thereby (andexcept, in the case of the Financial Statementsunaudited interim financial statements, the cash flows) as permitted by Form 10-Q of the Company for the periods covered therebySEC). (b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had There are no material liabilities, debts, liabilities or obligations of the type Company or any of the other Debtors of any kind whatsoever, whether accrued, contingent, absolute, determined or determinable, that would be required by GAAP, consistently applied, to be reported reflected on a the balance sheet of the Company other than (including i) liabilities or obligations disclosed and provided for in the footnotes consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2020 or in the notes thereto, (ii) prepared liabilities or obligations incurred in accordance with GAAP or in connection with this Agreement or the other Transaction Agreements, (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, iii) liabilities or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheetsince June 30, there has been no material adverse change 2020 or disclosed in the businessCompany SEC Documents, operations, assets, condition (financial or otherwise), iv) liabilities or results of operations of obligations that have been discharged or paid in full or (v) liabilities or obligations that would not, individually or in the Company (other than general economic or industry conditions)aggregate, and, be material to the actual knowledge of the General Partners and the SellersDebtors, no event has occurred or facts or circumstances exist which would be reasonably likely to result in taken as a Material Adverse Effectwhole.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements Attached hereto as Schedule 2.6(a) are (i) the audited balance sheet of the Company as of December 31, 2009, and audited statements of income, changes in stockholder’s equity and cash flow of the Company for the twelve-month period then ended, (ii) the audited balance sheet of the Company as of December 31, 2010 (the “Base Balance Sheet”) and audited consolidated statements of income, changes in stockholder’s equity and cash flow of the Company for the twelve-month period then ended, and (iii) the unaudited balance sheet of the Company as of April 30, 2011 (the “Interim Balance Sheet”) and the unaudited statements of income and cash flow of the Company for the four-month period then ended (together with the Interim Balance Sheet, the “Interim Financial Statements Statements”). Except as set forth on Schedule 2.6(a), all such financial statements (true, complete and accurate copies of which have been previously delivered to Purchaseri) have been prepared from in accordance with GAAP applied consistently during the books and records of the Company on a consistent basis periods covered thereby (andexcept, in the case of the Interim Financial Statements, in accordance with GAAP applied on a consistent basisthe absence of footnote disclosures), and (ii) throughout the periods covered thereby and present fairly present in all material respects the financial condition of the Company as Company, at their respective the dates of said statements and the results of its operations (andfor the periods covered thereby, subject, in the case of the Interim Financial Statements, to normal and customary year end adjustments which, individually and in the cash flows) of the Company for the periods covered therebyaggregate, will not be material. (b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Interim Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any no material liabilities, debtswhether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown (including liabilities as guarantor or otherwise with respect to obligations of others, or obligations liabilities for Taxes (as defined in Section 2.8) due or then accrued or to become due or contingent or potential liabilities relating to activities of the Company or the conduct of its business prior to the date of the Interim Financial Statements regardless of whether claims in respect thereof had been asserted as of such date) of a type required to be reported shown on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP GAAP, except liabilities (i) stated or adequately reserved against on the Interim Balance Sheet (only to the extent of the amount provided for therein) or (ii) as disclosed in Schedule 2.6(b). (c) As of the date hereof, the Company has no material liabilities, whether accrued, absolute, accrued, contingent or otherwise, asserted or unasserted, known or unknown (including liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for Taxes due or then accrued or to become due or contingent or potential liabilities relating to activities of the Company for the conduct of its business prior to the date hereof, regardless of whether claims in respect thereof had been asserted as of such date), of a type required to be shown on a balance sheet prepared in accordance with GAAP, except liabilities (i) stated or adequately reserved against on the Interim Balance Sheet (only to the extent of the amount provided for liabilities therein) or (ii) incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since after the date of the Interim Balance Sheet, there has been no material adverse change in the business, operations, assets, condition . (financial or otherwise), liabilities or results of operations d) As of the date hereof, the Company has no indebtedness for borrowed money (other than general economic or industry conditionsincluding obligations under leases required to be capitalized in accordance with GAAP), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with the SEC on May 3, 2018 (the “WPZ 8-K”) sets forth a true and complete copy of the consolidated audited statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2017 and balance sheets as of December 31, 2017 and 2016 for WPZ, including the notes thereto (the referenced financial statements set forth in the WPZ 8-K are collectively referred to as the “WPZ Financial Statements”). The WPZ Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly present in all material respects the consolidated financial condition position of the Company WPZ as at their respective of such dates and the consolidated results of operations (andand cash flows of WPZ for such periods, except as otherwise noted therein. Except as set forth in the case of the WPZ Financial Statements, there are no off-balance sheet arrangements that would, individually or in the cash flows) of aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure in the Company for the periods covered therebyWPZ SEC Reports. (b) As There are no liabilities or obligations of WPZ, WPZ General Partner or the date WPZ Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of the Balance Sheetfederal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than those set forth in Section 4.6(b(i) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, liabilities or obligations reflected or reserved against in the Balance Sheet or the WPZ Financial Statements Statements, (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for current liabilities incurred in the ordinary course of business since December 31, 2017, (iii) liabilities and not reasonably likely to obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a WPZ Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The Section 4.7(a) of the Company Disclosure Schedule sets forth (A) the unaudited balance sheets and statements of income and cash flows as at and for the fiscal years ended 2022 and 2021 of the Company and (B) the unaudited balance sheets and statements of income and cash flows as at and for the one (1) month ended January 31, 2023 of the Company (the financial statements referred to in clauses (A) and (B), collectively, the “Financial Statements”). (b) Except as set forth on Section 4.7(b) of the Company Disclosure Schedule, the Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records of the Company WH Entities and in accordance with GAAP consistently applied for the relevant periods involved and fairly present, in all material respects, the consolidated financial position, the results of operations and cash flows of the WH Entities, at the dates and for the periods to which each respective statement relates (subject to changes resulting from normally recurring year-end audit adjustments, which are not, individually or in the aggregate, material, and to the absence of certain footnotes). (c) The WH Entities do not have any Liabilities of a type required to be reflected or reserved for on a consistent basis balance sheet prepared in accordance with GAAP, except (andi) liabilities reflected or reserved against on the balance sheet of the WH Entities as of January 31, 2023 (the “Balance Sheet Date”) included in the case of the Financial Statements, (ii) liabilities incurred after the Balance Sheet Date in the ordinary course of business (none of which results from or arises out of any breach of or default under any Contract, breach of warranty, tort, infringement or violation of Law), (iii) liabilities incurred by the WH Entities in connection with the execution of this Agreement) and which are not material and adverse to the WH Entities and (iv) any executory obligations (that are not for breach of Contract or breach of warranty) arising under any Contracts to which the WH Entities are a party. (d) No WH Entity is a party to, nor has any commitment to become a party to any material off-balance sheet partnership or any similar Contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among any WH Entity, on the one hand, and any unconsolidated affiliate on the other hand), including any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). (e) Each WH Entity’s (i) transactions are executed in accordance with GAAP applied on a consistent basismanagement’s general or specific authorizations, and (ii) throughout transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP. To the periods covered thereby and fairly present in all material respects the financial condition Knowledge of the Company as at their respective dates and the results of operations (andCompany, in the case there has not been any Fraud that involves any director, officer, principal, manager or other employee of the Financial Statements, the cash flows) of the Company for the periods covered therebyWH Entities. (bf) As of the date of the Balance Sheet, other than those set forth All accounts receivable reflected in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheeti) represent bona fide claims against debtors for sales, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, services performed or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred other charges arising in the ordinary course of business and (ii) are not reasonably likely subject to have a Material Adverse Effect. Since the date of the Balance Sheetdispute other than ordinary course billing disputes, there has been no material adverse change subject to any reserves for bad debts reflected in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations Section 4.7(f) of the Company Disclosure Schedule. (other than general economic g) The WH Entities do not have any unpaid Indebtedness and/or Transaction Costs that are not included in or industry conditions), and, to reflected in the actual knowledge calculation of Estimated Merger Consideration as of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectClosing.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Seller has delivered to the Interim Financial Statements (trueBuyer the following financial statements of the Seller, complete and accurate copies of which have been previously delivered to Purchaserare attached hereto as SCHEDULE 5.6: (i) Balance Sheet prepared by Seller's accountants, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & Company, P.C.] dated December 31, 1998; and (ii) Management prepared monthly profit and loss statements dated January 1999 through October 31, 1999. The Financial Statements have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP accounting principles applied on a consistent basis) throughout consistently during the periods covered thereby (except that the interim financial statements are subject to normal year-end audit adjustments and do not include footnotes), and present fairly present in all material respects the financial condition of the Company as Seller at their respective the dates of said statements and the results of their operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered thereby. (b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure ScheduleSheet Date, the Company Seller had no material liabilitiesLiabilities of any nature, debtswhether accrued, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise, (including without limitation liabilities as guarantor or otherwise and, in with respect to obligations of others or contingent liabilities arising prior to the case of any such liabilities, debts, Balance Sheet Date) except liabilities stated or obligations in respect of any Taxes, as determined adequately reserved for on the basis of Tax Law as Financial Statements or reflected in effect Schedules furnished to Buyer hereunder as of the date hereof. (c) As of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheethereof, the Company Seller has conducted its businesses in the ordinary course consistent with past practice and has not incurred no Liabilities of any liabilitiesnature, debtswhether accrued, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due or contingent liabilities arising prior to the date hereof or the Closing, as the case may be) except liabilities (i) stated or adequately reserved for liabilities on the appropriate Financial Statement or the notes thereto, (ii) reflected in Schedules furnished to the Buyer hereunder on the date hereof or (iii) incurred in the ordinary course of business of the Seller consistent with prior practices. (d) All financial information delivered to KPMG, LLP and not reasonably likely to have a Material Adverse Effect. Since the Buyer in connection with their audit of the Seller's financial statements as of the date hereof are true and correct in all material respects and reflect all liabilities of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations Seller as of the Company (other than general economic or industry conditions)date(s) of such information, and, to and have been prepared in accordance with accounting principles applied consistently during the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effectperiods covered thereby.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Company has delivered to the Interim Financial Statements (trueParent the following financial statements, complete and accurate copies of which have been previously delivered to Purchaserare attached hereto as SCHEDULE 3.7: (i) Compiled, reviewed or management-prepared balance sheets of the Company dated December 31, 1998 and December 31, 1999 and compiled, reviewed or management-prepared statements of income, stockholders' equity and cash flows for each of the two (2) years ended December 31, 1998 and December 31, 1999, certified by the Chief Financial Officer of the Company (the "Year-End Company Financial Statements"); (ii) Management prepared balance sheets of the Company as of May 31, 2000 (herein the "Company Balance Sheet Date") and statements of income, stockholders' equity and cash flows for the five (5) months then ended, certified by the Chief Financial Officer of the Company (the "Interim Company Financial Statements", together with the Year-End Company Financial Statements, the "Company Financial Statements"); The Company Financial Statements have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout consistently during the periods covered thereby thereby, and present fairly present in all material respects the financial condition of the Company as at their respective the dates of said statements and the results of their operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered thereby. (b) As of the date of the Company Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure ScheduleSheet Date, the Company had no material liabilitiesliabilities of any nature, debtswhether accrued, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise, (including without limitation liabilities as guarantor or otherwise and, in with respect to obligations of others or contingent liabilities arising prior to the case of any such liabilities, debts, Company Balance Sheet Date) except liabilities stated or obligations in respect of any Taxes, as determined adequately reserved for on the basis of Tax Law as Company Financial Statements or reflected in effect Schedules furnished to Parent hereunder as of the date hereof. (c) As of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheethereof, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred no liabilities of any liabilitiesnature, debtswhether accrued, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due or contingent liabilities arising prior to the date hereof or the Closing, as the case may be) except for liabilities (i) stated or adequately reserved against on the appropriate Company Financial Statement or the notes thereto, (ii) reflected in Schedules furnished to Parent hereunder on the date hereof or (iii) incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effectconsistent with prior practices.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements unaudited balance sheet of the Company as of June 30, 2008 and the Interim Financial Statements (truerelated statements of income and cash flows of Holdings for the three-month and six-month periods ended as of such dates, complete and accurate copies of which have been previously delivered in each case were furnished or made available to Purchaser) have been prepared from the books and records of Purchaser prior to the Company on a consistent basis (anddate hereof, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and present fairly present in all material respects the consolidated financial condition of the Company as and its subsidiaries at their respective dates the date of said financial statements and the consolidated results of operations (and, for the period covered thereby. All of the foregoing historical financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the case notes to said financial statements and subject, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the Financial Statementsaggregate, would be material) and the cash flows) absence of the Company for the periods covered therebyfootnotes. (b) As Except as fully disclosed in the financial statements previously delivered to the Purchaser, and except for the Indebtedness incurred under the Agreement and the Loan Agreement, there are as of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, hereof no liabilities or obligations with respect to the Company had no material liabilities, debts, or obligations any of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP its subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise andand whether or not due) which, either individually or in the case aggregate, could reason-ably be expected to be material to the Company or any of any such liabilitiesits subsidiaries. Except as set forth on Schedule 5.07 to the Loan Agreement, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date hereof, neither the Company nor any of its subsidiaries knows of any basis for the Balance Sheet)assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements previously delivered to the Purchaser or referred to in the immediately preceding sentence which, except for liabilitieseither individually or in the aggregate, debtscould reasonably be expected to be material to the Company or any of its subsidiaries. (c) After giving effect to the transaction contemplated hereby, nothing has occurred that has had, or obligations reflected could reasonably be expected to have, either individually or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheetaggregate, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) W▇▇▇▇▇▇ ▇▇▇▇ has previously made available, or will make available, to Mid Penn the W▇▇▇▇▇▇ ▇▇▇▇ Regulatory Reports. The Financial Statements and the Interim Financial Statements (trueW▇▇▇▇▇▇ ▇▇▇▇ Regulatory Reports have been, complete and accurate copies of which have been previously delivered to Purchaser) have been or will be, prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, all material respects in accordance with GAAP applied on a consistent basis) applicable regulatory accounting principles and practices, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, throughout the periods covered thereby by such statements, and fairly present present, or will fairly present, in all material respects the financial condition of the Company as at their respective dates and the position, results of operations and changes in shareholders’ equity of W▇▇▇▇▇▇ ▇▇▇▇ as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, applied on a consistent basis. (andb) W▇▇▇▇▇▇ ▇▇▇▇ has previously made available, or will make available, to Mid Penn the W▇▇▇▇▇▇ ▇▇▇▇ Financial Statements. The W▇▇▇▇▇▇ ▇▇▇▇ Financial Statements have been, or will be, prepared in accordance with GAAP, and (including the related notes where applicable) fairly present, or will fairly present, in each case in all material respects the consolidated financial position, results of operations and cash flows of W▇▇▇▇▇▇ ▇▇▇▇ and the W▇▇▇▇▇▇ ▇▇▇▇ Subsidiaries as of and for the respective periods ending on the dates thereof (subject in the case of the Financial Statementsunaudited interim statements to normal year-end adjustments and to any other adjustments described therein), the cash flows) of the Company for in accordance with GAAP during the periods covered therebyinvolved, except as indicated in the notes thereto and except in the case of unaudited statements to normal recurring audit adjustments and the absence of certain footnotes. (bc) As of the date of each balance sheet included in the Balance SheetW▇▇▇▇▇▇ ▇▇▇▇ Financial Statements, other than those set forth in Section 4.6(b) of the Disclosure Scheduleneither W▇▇▇▇▇▇ ▇▇▇▇ nor W▇▇▇▇▇▇ ▇▇▇▇ Bank has had, the Company had no or will have, any material liabilities, debts, obligations or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case loss contingencies of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such W▇▇▇▇▇▇ ▇▇▇▇ Financial Statements or W▇▇▇▇▇▇ ▇▇▇▇ Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto and except in the case of unaudited statements to normal recurring audit adjustments and the absence of certain footnotes. (d) The records, systems, controls, data and information of W▇▇▇▇▇▇ ▇▇▇▇ and the W▇▇▇▇▇▇ ▇▇▇▇ Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of W▇▇▇▇▇▇ ▇▇▇▇ or any W▇▇▇▇▇▇ ▇▇▇▇ Subsidiary (including all means of access thereto and therefrom), except for liabilities incurred in the ordinary course of business any non-exclusive ownership and non-direct control that would not reasonably likely be expected to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition W▇▇▇▇▇▇ ▇▇▇▇ (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), andi) has, to the actual knowledge extent required by applicable law or GAAP, implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the General Partners reliability of financial reporting and the Sellerspreparation of its financial statements for external purposes in accordance with GAAP, no event (ii) to the extent required by applicable law, has occurred implemented and maintains disclosure controls and procedures to ensure that material information relating to W▇▇▇▇▇▇ ▇▇▇▇, including its consolidated W▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, is made known to the chief executive officer and the chief financial officer of W▇▇▇▇▇▇ ▇▇▇▇ by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior to the date hereof, to W▇▇▇▇▇▇ ▇▇▇▇’▇ outside auditors and the audit committee of W▇▇▇▇▇▇ ▇▇▇▇’▇ Board of Directors (A) any significant deficiencies and material weaknesses in the design or facts or circumstances exist operation of internal control over financial reporting which would be are reasonably likely to result adversely affect W▇▇▇▇▇▇ ▇▇▇▇’▇ ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in W▇▇▇▇▇▇ ▇▇▇▇’▇ internal control over financial reporting. These disclosures (if any) were made in writing by management to W▇▇▇▇▇▇ ▇▇▇▇’▇ auditors and audit committee and a Material Adverse Effectcopy has previously been made available to Mid Penn. (e) Since June 30, 2021, (i) neither W▇▇▇▇▇▇ ▇▇▇▇ nor any of the W▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, nor to the Knowledge of W▇▇▇▇▇▇ ▇▇▇▇, any director, officer, employee, auditor, accountant or representative of W▇▇▇▇▇▇ ▇▇▇▇ or any of the W▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of W▇▇▇▇▇▇ ▇▇▇▇ or any of the W▇▇▇▇▇▇ ▇▇▇▇ Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that W▇▇▇▇▇▇ ▇▇▇▇ or any of the W▇▇▇▇▇▇ ▇▇▇▇ Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing W▇▇▇▇▇▇ ▇▇▇▇ or any of the W▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, whether or not employed by W▇▇▇▇▇▇ ▇▇▇▇ or any of the W▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by W▇▇▇▇▇▇ ▇▇▇▇ or any of its officers, directors, employees or agents to the Board of Directors of W▇▇▇▇▇▇ ▇▇▇▇ or any committee thereof or to any director or officer of W▇▇▇▇▇▇ ▇▇▇▇.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements Attached hereto as SCHEDULE 2.6(a)(i) are unaudited statements of income of the Business for the nine-month period ended September 30, 2004 and the Interim Financial year ended December 31, 2003 (collectively, the "INCOME STATEMENTS"). The Income Statements (truei) except as specifically noted therein, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basisconsistently with Seller's past practices and (ii) throughout the periods covered thereby are complete and correct in all material respects except as specifically noted therein and present fairly present in all material respects the financial condition of the Company as at their respective dates and the results of operations (and, in the case of the Financial Statements, the cash flows) Business as of the Company such dates and for the periods covered thereby. SCHEDULE 2.6(a)(ii) also includes certain financial information relating to the Business and such information is complete and correct in all material respects and presents fairly in all material respects the information it purports to state at the dates and for the periods presented in such information. (b) As of the date hereof, Seller and TLP have no liabilities of any nature relating to the Business, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or contingent or potential liabilities relating to the conduct of the Balance SheetBusiness or the activities of TLP prior to the date hereof, other than those set forth regardless of whether claims in Section 4.6(b) respect thereof have been asserted), whether or not of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the a type required to be reported shown on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP GAAP, except (whether absolute, accrued, contingent or otherwise and, i) liabilities reflected in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect Schedules furnished to Buyer hereunder as of the date hereof (only to the extent of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements amount so disclosed) and (including the footnotes thereto). Since the date ii) prorations of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent expenses made between Seller and Buyer with past practice and has not incurred any liabilities, debts, or obligations of the type required respect to be reported on a balance sheet (including the footnotes thereto) prepared Laundry Leases made in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course terms of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effectthis Agreement.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Buyer (including any related notes and schedules) included in the Interim Financial Statements Buyer Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies if amended or superseded by a subsequent filing prior to the date of which have been previously delivered to Purchaser) have been prepared from the books and records this Agreement, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be expressly disclosed in the financial statements or in the notes to them), and fairly present present, in all material respects, the consolidated financial position of Buyer and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of Buyer and its Subsidiaries as of the dates and for the periods shown. The books and records of Buyer and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet or audited consolidated financial statements of Buyer included in its Annual Report filed on Form 10-K for the Financial Statements fiscal year ended December 31, 2024, as filed with the SEC, (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, ii) liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business since December 31, 2024 in amounts consistent with past practice (including such liabilities contained in the Buyer Reports); (iii) liabilities that have been discharged or paid in full before the Effective Date; or (iv) liabilities or obligations incurred directly as a result of this Agreement, neither Buyer nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued, or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since Effect with respect to Buyer. (c) To the date Knowledge of Buyer, C▇▇▇▇ LLP, which has expressed its opinion with respect to the financial statements of Buyer and its Subsidiaries (including the related notes), is and has been throughout the periods covered by such financial statements “independent” with respect to Buyer within the meaning of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results rules of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners applicable bank regulatory authorities and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectPublic Company Accounting Oversight Board.

Financial Statements; Undisclosed Liabilities. (a) Attached as Schedule 6.6(a) are true, correct and complete copies of the following financial statements of the Company (the “Financial Statements”): (i) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2012 and 2013 and the related audited consolidated statements of income, stockholders equity and cash flows for the years then ended, together with all related footnotes and schedules thereto, and (ii) the unaudited condensed consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2014 and the related unaudited condensed consolidated statements of income, stockholders equity and cash flows for the nine months then ended (the “Reference Balance Sheet,” and the date of such balance sheet being referred to herein as the “Reference Balance Sheet Date”). The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records of the Company in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and thereby, fairly present in all material respects the financial condition condition, results of operations and cash flows of the Company and its Subsidiaries as at their of the respective dates thereof and for the results of operations (periods referred to therein and, in as applicable, are consistent with the case of the Financial Statements, the cash flows) books and records of the Company for and its Subsidiaries; provided, however, that the periods covered therebyFinancial Statements referred to in clauses (ii) and (iii) above (A) do not include the footnotes required by GAAP, and (B) are subject to normal recurring year-end adjustments which, to the Company’s knowledge and without giving effect to the Merger and the other transactions contemplated hereby, are not expected to be, individually or in the aggregate, material. (b) As None of the date Company or any of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, its Subsidiaries has any liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP any nature (whether absoluteknown or unknown, accruedwhether absolute or contingent, contingent whether determined or otherwise anddeterminable, in the case of any such liabilities, debts, whether liquidated or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, unliquidated and whether due or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent become due or otherwise), except for (i) liabilities and obligations reflected or reserved against on the Reference Balance Sheet, (ii) contractual liabilities or obligations incurred in the ordinary course Ordinary Course of business Business which are not required by GAAP (applied in accordance with the accounting principles, policies and not reasonably likely procedures of the Company applied in preparing the Reference Balance Sheet) to have be reflected on a Material Adverse Effect. Since balance sheet and which, as of the date hereof, are not in the aggregate material, and (iii) other liabilities and obligations which have been incurred in the Ordinary Course of Business since the Reference Balance Sheet Date, and which, as of the Balance Sheetdate hereof, are not in the aggregate, material. (c) The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization and unauthorized acquisition, use or disposition of the Company’s assets is detected; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) The Company has not received and, to the Company’s knowledge, no complaint, allegation, assertion or claim has been made, whether in writing or orally, to any director or officer of the Company or any of its Subsidiaries, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or its internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any oral or written notification of an event or condition that would constitute a (x) ”significant deficiency” or (y) ”material weakness” in the Company’s internal controls. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in AU Section 325, Communicating Internal Control Related Matters Identified in an Audit, of the American Institute of Certified Public Accountants professional standards. To the Company’s knowledge, there has been no material adverse change in violation of securities laws or breach of fiduciary duty by the businessCompany or any of its Subsidiaries or any of their respective officers or members of their respective boards of directors. To the Company’s knowledge, operationsthere have been no internal investigations regarding accounting or revenue recognition discussed with, assetsreviewed by or initiated at the direction of the chief executive officer, condition (financial controller, or otherwise), liabilities the board of directors or results of operations any committee thereof of the Company or any of its Subsidiaries. The Company has not identified, nor has it received any notice of, fraud, whether or not material, involving management or other employees who have a role in the preparation of the Company’s financial statements or the Company’s internal control over financial reporting, (e) None of the Company or any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet, partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company or any of its Subsidiaries, on the other than general economic hand, including any structured finance, special purpose or industry conditionslimited purpose entity or Person, and any “off balance sheet arrangements” (as that term is defined in Item 303(a) of Regulation S‑K under the Securities Exchange Act of 1934, as amended), and, ). (f) The Company has made available for inspection by the Buyer copies of all books of account relating to the actual knowledge Company or any of its Subsidiaries. (g) The Company has not entered into any currently effective Contract with any customer that expressly provides for the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would contingency of any refund to be reasonably likely paid to result in a Material Adverse Effectsuch customer.

Financial Statements; Undisclosed Liabilities. (a) ▇▇▇▇▇▇▇ ▇▇▇▇ has previously made available, or will make available, to Mid Penn the ▇▇▇▇▇▇▇ ▇▇▇▇ Regulatory Reports. The Financial Statements and the Interim Financial Statements (true▇▇▇▇▇▇▇ ▇▇▇▇ Regulatory Reports have been, complete and accurate copies of which have been previously delivered to Purchaser) have been or will be, prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, all material respects in accordance with GAAP applied on a consistent basis) applicable regulatory accounting principles and practices, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, throughout the periods covered thereby by such statements, and fairly present present, or will fairly present, in all material respects the financial condition of the Company as at their respective dates and the position, results of operations and changes in shareholders’ equity of ▇▇▇▇▇▇▇ ▇▇▇▇ as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, applied on a consistent basis. (andb) ▇▇▇▇▇▇▇ ▇▇▇▇ has previously made available, or will make available, to Mid Penn the ▇▇▇▇▇▇▇ ▇▇▇▇ Financial Statements. The ▇▇▇▇▇▇▇ ▇▇▇▇ Financial Statements have been, or will be, prepared in accordance with GAAP, and (including the related notes where applicable) fairly present, or will fairly present, in each case in all material respects the consolidated financial position, results of operations and cash flows of ▇▇▇▇▇▇▇ ▇▇▇▇ and the ▇▇▇▇▇▇▇ ▇▇▇▇ Subsidiaries as of and for the respective periods ending on the dates thereof (subject in the case of the Financial Statementsunaudited interim statements to normal year-end adjustments and to any other adjustments described therein), the cash flows) of the Company for in accordance with GAAP during the periods covered therebyinvolved, except as indicated in the notes thereto and except in the case of unaudited statements to normal recurring audit adjustments and the absence of certain footnotes. (bc) As of the date of each balance sheet included in the Balance Sheet▇▇▇▇▇▇▇ ▇▇▇▇ Financial Statements, other than those set forth in Section 4.6(b) of the Disclosure Scheduleneither ▇▇▇▇▇▇▇ ▇▇▇▇ nor ▇▇▇▇▇▇▇ ▇▇▇▇ Bank has had, the Company had no or will have, any material liabilities, debts, obligations or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case loss contingencies of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such ▇▇▇▇▇▇▇ ▇▇▇▇ Financial Statements or ▇▇▇▇▇▇▇ ▇▇▇▇ Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto and except in the case of unaudited statements to normal recurring audit adjustments and the absence of certain footnotes. (d) The records, systems, controls, data and information of ▇▇▇▇▇▇▇ ▇▇▇▇ and the ▇▇▇▇▇▇▇ ▇▇▇▇ Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of ▇▇▇▇▇▇▇ ▇▇▇▇ or any ▇▇▇▇▇▇▇ ▇▇▇▇ Subsidiary (including all means of access thereto and therefrom), except for liabilities incurred in the ordinary course of business any non-exclusive ownership and non-direct control that would not reasonably likely be expected to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition ▇▇▇▇▇▇▇ ▇▇▇▇ (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), andi) has, to the actual knowledge extent required by applicable law or GAAP, implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the General Partners reliability of financial reporting and the Sellerspreparation of its financial statements for external purposes in accordance with GAAP, no event (ii) to the extent required by applicable law, has occurred implemented and maintains disclosure controls and procedures to ensure that material information relating to ▇▇▇▇▇▇▇ ▇▇▇▇, including its consolidated ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, is made known to the chief executive officer and the chief financial officer of ▇▇▇▇▇▇▇ ▇▇▇▇ by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior to the date hereof, to ▇▇▇▇▇▇▇ ▇▇▇▇’▇ outside auditors and the audit committee of ▇▇▇▇▇▇▇ ▇▇▇▇’▇ Board of Directors (A) any significant deficiencies and material weaknesses in the design or facts or circumstances exist operation of internal control over financial reporting which would be are reasonably likely to result adversely affect ▇▇▇▇▇▇▇ ▇▇▇▇’▇ ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in ▇▇▇▇▇▇▇ ▇▇▇▇’▇ internal control over financial reporting. These disclosures (if any) were made in writing by management to ▇▇▇▇▇▇▇ ▇▇▇▇’▇ auditors and audit committee and a Material Adverse Effectcopy has previously been made available to Mid Penn. (e) Since June 30, 2021, (i) neither ▇▇▇▇▇▇▇ ▇▇▇▇ nor any of the ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, nor to the Knowledge of ▇▇▇▇▇▇▇ ▇▇▇▇, any director, officer, employee, auditor, accountant or representative of ▇▇▇▇▇▇▇ ▇▇▇▇ or any of the ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of ▇▇▇▇▇▇▇ ▇▇▇▇ or any of the ▇▇▇▇▇▇▇ ▇▇▇▇ Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that ▇▇▇▇▇▇▇ ▇▇▇▇ or any of the ▇▇▇▇▇▇▇ ▇▇▇▇ Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing ▇▇▇▇▇▇▇ ▇▇▇▇ or any of the ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, whether or not employed by ▇▇▇▇▇▇▇ ▇▇▇▇ or any of the ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by ▇▇▇▇▇▇▇ ▇▇▇▇ or any of its officers, directors, employees or agents to the Board of Directors of ▇▇▇▇▇▇▇ ▇▇▇▇ or any committee thereof or to any director or officer of ▇▇▇▇▇▇▇ ▇▇▇▇.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Company (including any related notes and schedules) included in the Interim Financial Statements Company Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies if amended or superseded by a subsequent filing prior to the date of which have been previously delivered to Purchaser) have been prepared from the books and records this Agreement, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC (and, except in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be expressly disclosed in the financial statements or in the notes thereto), and fairly present present, in all material respects, the consolidated financial position of Company and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of Company and its Subsidiaries as of the dates and for the periods shown. The books and records of Company and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet or audited consolidated financial statements of Company included in its Annual Report filed on Form 10-K for the Financial Statements fiscal year ended December 31, 2023, as filed with the SEC, (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, ii) liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business since December 31, 2023 in amounts consistent with past practice (including such liabilities contained in the Company Reports); (iii) liabilities that have been discharged or paid in full before the Effective Date; or (iv) liabilities or obligations incurred directly as a result of this Agreement, neither Company nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability, other than pursuant to or as contemplated by this Agreement or that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse EffectEffect with respect to Company. Since the date (c) Company Disclosure Schedule 3.09(c) includes a copy of the Balance SheetCompany’s Consolidated Financial Statements for Bank Holding Companies (on Form FR Y-9C) as of September 30, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist 2024 which would be reasonably likely to result in a Material Adverse Effectincludes information regarding “off-balance sheet arrangements” effected by Company.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Company has delivered to the Interim Financial Statements (trueParent the following financial statements, complete and accurate copies of which have been previously delivered to Purchaserare attached hereto as SCHEDULE 3.7: (i) Compiled or Reviewed balance sheets of the Company dated December 31, 1996, and December 31, 1997, and compiled or reviewed statements of income, stockholders' equity and cash flows for each of the two (2) years ended December 31, 1996 and 1997, certified by the Chief Financial Officer of the Company (the "Year-End Company Financial Statements"); (ii) Unaudited balance sheets of the Company as of December 31, 1998 (herein the "Company Balance Sheet Date") and statements of income, stockholders' equity and cash flows for the twelve months then ended, certified by the chief financial officer of the Company (the "Interim Company Financial Statements", together with the Year-End Company Financial Statements, the "Company Financial Statements"); The Company Financial Statements have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout consistently during the periods covered thereby (except that the Interim Company Financial Statements are subject to normal year-end audit adjustments and do not include footnotes), and present fairly present in all material respects the financial condition of the Company as at their respective the dates of said statements and the results of their operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered thereby. (b) As of the date of the Company Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure ScheduleSheet Date, the Company had no material liabilitiesliabilities of any nature, debtswhether accrued, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise, (including without limitation liabilities as guarantor or otherwise and, in with respect to obligations of others or contingent liabilities arising prior to the case of any such liabilities, debts, Company Balance Sheet Date) except liabilities stated or obligations in respect of any Taxes, as determined adequately reserved for on the basis of Tax Law as Company Financial Statements or reflected in effect Schedules furnished to Parent hereunder as of the date hereof. (c) As of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheethereof, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred no liabilities of any liabilitiesnature, debtswhether accrued, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due or contingent liabilities arising prior to the date hereof or the Closing, as the case may be) except liabilities (i) stated or adequately reserved for liabilities on the appropriate Company Financial Statement or the notes thereto, (ii) reflected in Schedules furnished to Parent hereunder on the date hereof or (iii) incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company consistent with prior practices. (d) The Company's "gross revenues" (which shall mean the total aggregate sales less returns, credits and other than general economic or industry conditions)customary, andnormal adjustments to revenue) as set forth in the Company Financial Statements for the twelve month period ended December 31, to 1998 exceed $397,000, and the actual knowledge aggregate stockholder's equity as shown on the Company's Financial Statements as of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectCompany Balance Sheet Date exceeds $1000.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Company has previously delivered to the Interim Financial Statements (true, Investors complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the audited balance sheet and income statements of the Company as of December 31, 2013 (the “Latest Financial Statements”). The Latest Financial Statements are based upon the information contained in the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and fairly and accurately present in all material respects the financial condition of the Company as at their respective of the dates thereof and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered thereby. (b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required referred to be reported on a balance sheet (including the footnotes thereto) therein. The Latest Financial Statements have been prepared in accordance with GAAP (whether absoluteas defined herein) applicable to unaudited interim financial statements (and thus may not contain all notes and may not contain prior period comparative data which are required for compliance with GAAP), accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as and reflect all adjustments necessary to a fair and accurate statement of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice financial condition and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company for the interim periods presented. (b) All accounts, books and ledgers related to the business of the Company and its subsidiaries are properly and accurately kept, are complete in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. Neither the Company nor its subsidiaries have any of its material records, systems, controls, data, or information recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership (excluding licensed software programs) and direct control of the Company or its subsidiaries. (c) Except as and to the extent reflected in the Latest Balance Sheet, the Company does not have any Liabilities (as defined herein) of any nature (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, whether known or unknown, and regardless of when asserted), other than general economic or industry conditions), and, to Liabilities incurred in the actual knowledge Ordinary Course of Business (as defined herein) since the date of the General Partners Latest Balance Sheet and Liabilities arising in connection with this Agreement and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effecttransactions contemplated herein.

Financial Statements; Undisclosed Liabilities. (a) 1st Colonial has previously made available, or will make available, to Mid Penn the 1st Colonial Regulatory Reports. The Financial Statements and the Interim Financial Statements (true1st Colonial Regulatory Reports have been, complete and accurate copies of which have been previously delivered to Purchaser) have been or will be, prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, all material respects in accordance with GAAP applied on a consistent basis) applicable regulatory accounting principles and practices, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, throughout the periods covered thereby by such statements, and fairly present present, or will fairly present, in all material respects the financial condition of the Company as at their respective dates and the position, results of operations and changes in shareholders’ equity of 1st Colonial as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, applied on a consistent basis. (andb) 1st Colonial has previously made available, or will make available, to Mid Penn the 1st Colonial Financial Statements. The 1st Colonial Financial Statements have been, or will be, prepared in accordance with GAAP, and (including the related notes where applicable) fairly present, or will fairly present, in each case in all material respects the consolidated financial position, results of operations and cash flows of 1st Colonial and the 1st Colonial Subsidiaries as of and for the respective periods ending on the dates thereof (subject in the case of the Financial Statementsunaudited interim statements to normal year-end adjustments and to any other adjustments described therein), the cash flows) of the Company for in accordance with GAAP during the periods covered therebyinvolved, except as indicated in the notes thereto and except in the case of unaudited statements to normal recurring audit adjustments and the absence of certain footnotes. (bc) As of the date of each balance sheet included in the Balance Sheet1st Colonial Financial Statements, other than those set forth in Section 4.6(b) of the Disclosure Scheduleneither 1st Colonial nor 1st Colonial Bank has had, the Company had no or will have, any material liabilities, debts, obligations or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case loss contingencies of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such 1st Colonial Financial Statements or 1st Colonial Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto and except in the case of unaudited statements to normal recurring audit adjustments and the absence of certain footnotes. (d) The records, systems, controls, data and information of 1st Colonial and the 1st Colonial Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of 1st Colonial or any 1st Colonial Subsidiary (including all means of access thereto and therefrom), except for liabilities incurred in the ordinary course of business any non-exclusive ownership and non-direct control that would not reasonably likely be expected to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition 1st Colonial (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), andi) has, to the actual knowledge extent required by applicable law or GAAP, implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the General Partners reliability of financial reporting and the Sellerspreparation of its financial statements for external purposes in accordance with GAAP, no event (ii) to the extent required by applicable law, has occurred implemented and maintains disclosure controls and procedures to ensure that material information relating to 1st Colonial, including its consolidated 1st Colonial Subsidiaries, is made known to the chief executive officer and the chief financial officer of 1st Colonial by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior to the date hereof, to 1st Colonial’s outside auditors and the audit committee of 1st Colonial’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or facts or circumstances exist operation of internal control over financial reporting which would be are reasonably likely to result adversely affect 1st Colonial’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in 1st Colonial’s internal control over financial reporting. These disclosures (if any) were made in writing by management to 1st Colonial’s auditors and audit committee and a Material Adverse Effectcopy has previously been made available to Mid Penn. (e) Since December 31, 2022, (i) neither 1st Colonial nor any of the 1st Colonial Subsidiaries, nor to the Knowledge of 1st Colonial, any director, officer, employee, auditor, accountant or representative of 1st Colonial or any of the 1st Colonial Subsidiaries, has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of 1st Colonial or any of the 1st Colonial Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that 1st Colonial or any of the 1st Colonial Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing 1st Colonial or any of the 1st Colonial Subsidiaries, whether or not employed by 1st Colonial or any of the 1st Colonial Subsidiaries, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by 1st Colonial or any of its officers, directors, employees or agents to the Board of Directors of 1st Colonial or any committee thereof or to any director or officer of 1st Colonial.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (truei) present fairly, complete and accurate copies in all material respects, the financial position of which have been previously delivered to Purchaser) have been prepared from the books and records Company as of the Company on a consistent basis dates designated therein and the results of operations and cash flows for the periods designated therein; and (andii) were prepared in accordance with GAAP subject, in the case of the Interim Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and fairly present in all material respects the financial condition of the Company as at their respective dates to normal recurring year-end audit adjustments and the results omission of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyfootnote disclosures. (b) As The Company maintains accurate books and records reflecting its assets and liabilities and maintains a system of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required internal accounting controls and procedures sufficient to be reported on a balance sheet (including the footnotes thereto) prepared provide reasonable assurances that transactions are executed in accordance with GAAP management’s general or specific authorization and as necessary to permit preparation of financial statements in accordance with GAAP. (whether absolutec) The Company has no liabilities, accruedobligations or commitments of any nature whatsoever, contingent asserted or otherwise andunasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, except (a) those which are adequately reflected, reserved or provided for against in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect Interim Financial Statements as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Interim Financial Statements Statement Date; (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes theretob) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities those which have been incurred in the ordinary course of business since the Interim Financial Statement Date, none of which, individually or in the aggregate, is material in amount and not reasonably likely to have none of which constitutes a Material Adverse Effect. Since material violation of Law or a material breach of a Contract, indemnification claim, breach of warranty, tort, infringement, environmental matter, claim or lawsuit; and (c) liabilities under the date executory portion of any Contract by which the Company is bound and which was entered into in the ordinary course of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition Company’s business (financial excluding any liabilities relating to a breach or otherwisedefault of any such Contract), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements Company has delivered to Buyer true and the Interim Financial Statements (true, complete and accurate correct copies of which have been previously delivered to Purchaser) have been unaudited consolidated balance sheets of the Company and its Subsidiaries at February 3, 2001 (the "Latest Balance Sheet"), and unaudited consolidated statements of income, cash flow and stockholders' equity of the Company and its Subsidiaries as of and for the twelve fiscal months ended on such date prepared from by the Company (all such balance sheets and statements, collectively, the "Financial Statements"). Each such Financial Statement was prepared in accordance with the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and presents fairly present in all material respects the financial condition of the Company and its Subsidiaries as at their respective dates of its date and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company and its Subsidiaries for the periods covered thereby. (b) As of the date of the Balance Sheetperiod then ended, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance conformity with GAAP (whether absolute, accrued, contingent or otherwise and, in consistently applied. Other than as and to the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected extent disclosed or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Latest Balance Sheet, to the Knowledge of the Company, the Company has conducted and its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, Subsidiaries have no liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP any nature whatsoever (whether accrued, absolute, accruedcontingent, contingent known, unknown, asserted, unasserted or otherwise, and whether due or to become due), except for (i) liabilities and obligations incurred in the ordinary course of operating the Company's business and not reasonably likely to have a Material Adverse Effect. Since since the date of the such Latest Balance Sheet, there has been no material adverse change (ii) liabilities and obligations which would not be required to be disclosed on a balance sheet prepared in accordance with GAAP, (iii) liabilities and obligations that are not in default and are set forth in, or arising under, the leases and other Contracts listed on Schedules 8.01(g), 8.01(h), 8.01(i) and 8.01(m) attached hereto or which are not required to be listed therein to avoid a misrepresentation under this Agreement and (iv) liabilities and obligations disclosed in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectCompany's disclosure schedules provided herewith.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (Attached hereto as Schedule 4.7 are true, correct and complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, . The Financial Statements have been prepared in accordance with GAAP consistently applied on a consistent basis) throughout during the periods covered thereby involved, and the Financial Statements present fairly present in all material respects the financial condition of the Company as at their respective dates and the results of operations (and, in the case of the Financial StatementsAcquired Entities, Subsidiaries and the cash flows) Acquired Companies as of the Company dates thereof and for the periods covered therebyindicated. (b) As No Acquired Company has liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, whether known or unknown, regardless of when asserted) that would be required to be shown on the date of the Balance SheetFinancial Statements in accordance with GAAP, other than those set forth in Section 4.6(b(i) of the Disclosure Scheduleas disclosed, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or Financial Statements, (ii) liabilities incurred in the Ordinary Course of Business since the Financial Statements (including the footnotes thereto). Since the date Statement Date and not otherwise in violation of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debtsthis Agreement, or obligations (iii) otherwise disclosed on Schedule 4.7(b). (c) Each Acquired Company maintains a system of internal control over financial reporting sufficient to provide reasonable assurance regarding the type required to be reported on a balance sheet (including reliability of each Acquired Company’s financial reporting and the footnotes thereto) prepared preparation of financial statements for external purposes in accordance with GAAP and to provide reasonable assurance that: (whether absolutei) records are maintained in reasonable detail that accurately and fairly reflect the transactions and dispositions of the assets of each Acquired Company; (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, accruedand that receipts and expenditures of each Acquired Company are being made only in accordance with authorizations of management and the board of directors (or equivalent authority) of each Acquired Company; and (iii) unauthorized acquisition, contingent use or otherwise)disposition of each Acquired Company’s assets that could have a material effect on each Acquired Company’s financial statements are timely detected and/or prevented. There have been no changes in such system of internal control over financial reporting during the preceding 90 days that have materially affected, except for liabilities incurred in the ordinary course of business and not or are reasonably likely to have a Material Adverse Effectmaterially affect, such system of internal control over financial reporting. Since the date of the Balance Sheet, there has been There are no significant deficiencies or material adverse change weaknesses in the business, operations, assets, condition (design or operation of such system of internal control over financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reporting that are reasonably likely to result adversely affect any Acquired Company’s ability to record, process, summarize and report financial information. There have been no instances of fraud, whether or not material, that involve any Acquired Company’s management or other employees who have a significant role in a Material Adverse Effectany Acquired Company’s system of internal control over financial reporting.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Buyer (including any related notes and schedules) included in the Interim Financial Statements Buyer Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies if amended or superseded by a subsequent filing prior to the date of which have been previously delivered to Purchaser) have been prepared from the books and records this Agreement, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be expressly disclosed in the financial statements or in the notes to them), and fairly present present, in all material respects, the consolidated financial position of Buyer and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of Buyer and its Subsidiaries as of the dates and for the periods shown. The books and records of Buyer and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet or consolidated financial statements of Buyer included in its Annual Report filed on Form 10-K for the Financial Statements fiscal year ended December 31, 2017, as filed with the SEC, (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, ii) liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business since December 31, 2017 in amounts consistent with past practice (including such liabilities contained in the Buyer Reports); (iii) liabilities that have been discharged or paid in full before the Effective Date; or (iv) liabilities or obligations incurred directly as a result of this Agreement, neither Buyer nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since Effect with respect to Buyer. (c) Ernst and Young LLP, which has expressed its opinion with respect to the date financial statements of Buyer and its Subsidiaries (including the related notes), is and has been throughout the periods covered by such financial statements “independent” with respect to Buyer within the meaning of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results rules of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners applicable bank regulatory authorities and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectPublic Company Accounting Oversight Board.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records Except as set forth in Section 4.6 of the Company on SunCoast Disclosure Schedule, the financial statements of SunCoast (including any related notes thereto) included in the SunCoast Reports complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a consistent basis subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (andexcept, in the case of unaudited statements, as permitted by Form 10-QSB of the Financial StatementsSEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of SunCoast and its consolidated Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of SunCoast and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet consolidated financial statements of SunCoast included in its Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2005, as filed with the SEC or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since September 30, 2005 in the ordinary course of business consistent with past practice, neither SunCoast nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and not reasonably likely whether due or to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwisebecome due), liabilities or results of operations of the Company (other than general economic pursuant to or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effectas contemplated by this Agreement.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included or incorporated by reference in the Company Reports, including reports on Forms 10-K and 10-Q, as of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, comply as to form in all material respects with the then applicable accounting requirements and the Interim Financial Statements published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (true“GAAP”) applied on a consistent basis (except as may be indicated in the notes thereto and except in the case of unaudited statements, complete as permitted by Form 10-Q under the Exchange Act), and accurate copies fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations, changes in stockholders’ equity and cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments, none of which have been previously delivered and are reasonably likely to Purchaser) have been prepared from be materially adverse to the Company). The books and records of the Company on a consistent basis (andand its Subsidiaries have been, in the case of the Financial Statementsand are being, maintained in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and fairly present in all material respects the financial condition of other legal and accounting requirements. Neither the Company as at their respective dates and the results nor any of operations (and, its Subsidiaries owns or leases any assets in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyCanada or derives any revenues from Canada. (b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had There are no material liabilities, debts, liabilities or obligations of the type required to be reported on a Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable, inchoate or otherwise (collectively, “Liabilities”), other than (i) Liabilities disclosed and provided for in the consolidated balance sheet (including of the footnotes thereto) prepared in accordance with GAAP (whether absoluteCompany as of December 31, accrued, contingent or otherwise and, 2003 set forth in the case of any such liabilitiesCompany’s Annual Report on Form 10-K for the year ended December 31, debts, 2003 or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements notes thereto and (including the footnotes thereto). Since the date of the Balance Sheetii) Liabilities incurred since December 31, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred 2003 in the ordinary course of business and that would not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheethave, there has been no material adverse change individually or in the businessaggregate, operations, assets, condition (financial or otherwise), liabilities or results of operations of the a Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effect. (c) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for physical assets is compared with the existing physical assets at reasonable intervals and appropriate actions are taken with respect to any differences. Except as disclosed in the Company Reports filed with the SEC between January 1, 2004 and the date hereof, there are no related party transactions or off-balance sheet structures or transactions with respect to the Company or any of its Subsidiaries that would be required to be reported or set forth in the Company Reports that are not so reported or set forth.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Company (including any related notes and the Interim Financial Statements (trueschedules thereto) complied as to form, complete and accurate copies as of which have been previously delivered to Purchaser) their respective dates, in all material respects, with all applicable accounting requirements, have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Company and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of Company and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet or consolidated financial statements of Company for the Financial Statements fiscal year ended December 31, 2014; (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, ii) liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to since December 31, 2014 in amounts consistent with past practice; (iii) liabilities that have a Material Adverse Effect. Since been discharged or paid in full before the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition Effective Date; or (financial or otherwise), iv) liabilities or results obligations incurred directly as a result of operations this Agreement, neither Company nor any of the Company its Subsidiaries has incurred any material liability of any nature whatsoever (other than general economic whether absolute, accrued or industry conditionscontingent or otherwise and whether due or to become due), and, there is no existing condition, situation or set of circumstances that would reasonably be expected to the actual knowledge result in such a liability, other than pursuant to or as contemplated by this Agreement or that, either alone or when combined with all other liabilities of the General Partners and the Sellers, no event a type not described in (i) or (ii) has occurred had or facts or circumstances exist which would be reasonably likely expected to result in have, a Material Adverse EffectEffect on the Company.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Parent (including any related notes and schedules thereto) included in the Interim Financial Statements Parent Reports complied as to form, as of their respective dates of filing with the SEC or the applicable Canadian securities regulatory authority (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC or the applicable Canadian securities regulatory authority with respect thereto (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the applicable Canadian regulatory authorities), have been prepared in accordance with Canadian GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects respects, the consolidated financial condition position of Parent and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the Company as at their respective dates and for the results of operations periods shown (andsubject, in the case of unaudited statements, to normal year-end audit adjustments, none of which is expected to be material, and to any other adjustments described therein, including the Financial Statementsnotes thereto). The books and records of Parent and its Subsidiaries have been, the cash flows) of the Company for the periods covered therebyand are being, maintained in all material respects in accordance with Canadian GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (b) As Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of Parent included in its Quarterly Report to Shareholders filed on Form 6-K for the quarter ended January 31, 2010, as filed with the SEC or otherwise disclosed in the Parent Reports filed subsequent to the date of the Balance Sheet, other than those set forth in Section 4.6(b) filing of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required such quarterly financial statements and prior to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of hereof, (ii) this Agreement and the Balance Sheet), except for liabilities, debts, Related Agreements or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoiii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since January 31, 2010 in the ordinary course of business consistent with past practice, neither Parent nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities of a type not described in clause (i), (ii) or (iii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectEffect on Parent.

Financial Statements; Undisclosed Liabilities. (a) The Attached as Schedule 3.6 are the unaudited pro forma consolidated balance sheets and statements of income of the Business as of and for the years ended August 31, 2016 and August 31, 2015 and as of and for the nine months ended May 31, 2017 (the “Financial Statements”). Except as set forth on Schedule 3.6(a), the Financial Statements and the Interim Financial Statements (truepresent fairly, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and fairly present in all material respects respects, the consolidated financial condition of the Company as at their respective dates position and the results of operations (and, in the case of the Financial Statements, the cash flows) Business as of the Company dates and for the periods covered therebyindicated in such Financial Statements in conformity with GAAP (except for the absence of footnotes, schedules, standalone tax provisions, corporate charges and other presentation items) and the accounting policies utilized by Parent in the preparation of Parent’s audited financial statements as stated therein (“Parent’s Accounting Policies”). (b) As of the date of the Balance SheetThe Business does not have, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date hereof, nor will it have, as of the Balance Sheet)Closing, any Liabilities that would be required to be reflected, reserved against or disclosed on a consolidated balance sheet (or the notes or schedules thereto) prepared as of such date, in accordance with GAAP, except for liabilities, debts, (x) the Assumed Liabilities or obligations reflected (y) Liabilities that (i) are provided for or accrued or reserved against in the Balance Sheet Sheet, or the Financial Statements reflected in any notes or schedules thereto, (including the footnotes theretoii) are set forth on Schedule 3.6(b). Since , (iii) are incurred or arise after the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred Sheet in the ordinary course of business and not reasonably likely consistent with past practice or (iv) arise in the ordinary course of business pursuant to have a Material Adverse Effect. Since the date Contracts of the Balance SheetBusiness. (c) Except for any intercompany Indebtedness that will be discharged prior to the Closing, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations none of the Company Acquired Companies shall have any Indebtedness at the Closing. (d) Parent, Seller and any of their respective Subsidiaries or Affiliates related to the Business, have made and keep books, records and accounts which in reasonable detail accurately and fairly reflect the transactions and dispositions of Parent, Seller and any of their respective Subsidiaries’ Assets relating to the Business in all material respects. (e) There are no outstanding guaranties, subordination agreements, indemnity agreements (other than general economic customary indemnification obligations entered into in the ordinary course of business) or industry conditions), and, substantially similar Contracts primarily related to the actual knowledge Business, whether or not entered into in the ordinary course of business, under which any of the General Partners and Acquired Companies, Parent, Seller or any of their respective Subsidiaries, is or may become liable for or obligated to discharge, or any material Transferred Asset is or may become subject to the Sellerssatisfaction of, no event has occurred any Indebtedness, obligation, performance or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effectundertaking of any Person.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of the Company (including any related notes and schedules thereto) included in the Company Reports complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements, the Securities Act and the Interim Financial Statements (trueExchange Act, complete and accurate copies with the rules and regulations of which have been previously delivered to Purchaser) the SEC with respect thereto, have been prepared from the books and records of the Company in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein and, in the case of the Financial Statementsunaudited financial statements, in accordance with GAAP applied on a consistent basis) throughout as permitted by the periods covered thereby SEC, and except that the unaudited financial statements are subject to normal year-end and audit adjustments), and fairly present present, in all material respects respects, the consolidated financial condition position of the Company and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as at their respective of the dates and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyshown. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are reflected or reserved against for in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date consolidated financial statements of the Balance SheetCompany included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016, as filed with the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilitiesSEC, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since September 30, 2016 in the ordinary course of business and consistent with past practice, (iii) liabilities incurred pursuant to or as expressly permitted by this Agreement or (iv) liabilities that would not reasonably likely to have have, individually or in the aggregate, a Material Adverse Effect. Since , neither the date Company nor any of the Balance Sheetits Subsidiaries has incurred any liability or obligations of any nature whatsoever (whether absolute, there has been no material adverse change in the business, operations, assets, condition (financial accrued or contingent or otherwise), liabilities whether due or results of operations of the Company (other than general economic to become due) and whether or industry conditions)not required by U.S. GAAP to be disclosed, and, to the actual knowledge of the General Partners and the Sellers, no event has occurred reflected or facts or circumstances exist which would be reasonably likely to result reserved for in a Material Adverse Effectconsolidated balance sheet or the notes thereto.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Company has delivered to the Interim Financial Statements (trueParent the following financial statements, complete and accurate copies of which have been previously delivered to Purchaserare attached hereto as SCHEDULE 3.7: (i) Compiled balance sheets of the Company dated as of December 31, 1995, December 31, 1996, and December 31, 1997, and compiled statements of income, stockholders' equity and cash flows for each of the years ended December 31, 1995, December 31, 1996 and December 31, 1997 (the "Year-End Company Financial Statements"); (ii) Unaudited balance sheets of the Company as of December 31, 1998 (herein the "Company Balance Sheet Date") and statements of income, stockholders' equity and cash flows for the year then ended, certified by the chief financial officer of the Company (the "Interim Company Financial Statements", together with the Year-End Company Financial Statements, the "Company Financial Statements"); The Company Financial Statements have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout consistently during the periods covered thereby (except that the Interim Company Financial Statements are subject to normal year-end audit adjustments and do not include footnotes), and present fairly present in all material respects the financial condition of the Company as at their respective the dates of said statements and the results of their operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered thereby. (b) As of the date of the Company Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure ScheduleSheet Date, the Company had no material liabilitiesliabilities of any nature, debtswhether accrued, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise, (including without limitation liabilities as guarantor or otherwise and, in with respect to obligations of others or contingent liabilities arising prior to the case of any such liabilities, debts, Company Balance Sheet Date) except liabilities stated or obligations in respect of any Taxes, as determined adequately reserved for on the basis of Tax Law as Company Financial Statements or reflected in effect Schedules furnished to Parent hereunder as of the date hereof. (c) As of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheethereof, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred no liabilities of any liabilitiesnature, debtswhether accrued, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due or contingent liabilities arising prior to the date hereof or the Closing, as the case may be) except liabilities (i) stated or adequately reserved for liabilities on the appropriate Company Financial Statement or the notes thereto, (ii) reflected in Schedules furnished to Parent hereunder on the date hereof or (iii) incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company consistent with prior practices. (d) The Company's "gross revenues" (which shall mean total aggregate sales less returns, credits and other than general economic or industry conditions)adjustments to revenue) as set forth on the Company Financial Statements for the year ended December 31, and, to 1998 exceed $1,181,000. (e) The aggregate stockholder's equity as shown on the actual knowledge Company Financial Statements as of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectCompany Balance Sheet Date exceeds $270,000.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements unaudited balance sheet of the Company as of September 30, 2007 and the Interim Financial Statements (truerelated statements of income and cash flows of Holdings for the three-month and nine-month periods ended as of such dates, complete and accurate copies of which have been previously delivered in each case were furnished or made available to Purchaser) have been prepared from the books and records of Purchaser prior to the Company on a consistent basis (anddate hereof, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and present fairly present in all material respects the consolidated financial condition of the Company as and its subsidiaries at their respective dates the date of said financial statements and the consolidated results of operations (and, for the period covered thereby. All of the foregoing historical financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the case notes to said financial statements and subject, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the Financial Statementsaggregate, would be material) and the cash flows) absence of the Company for the periods covered therebyfootnotes. (b) As Except as fully disclosed in the financial statements previously delivered to the Purchaser, and except for the Indebtedness incurred under the Agreement and the Loan Agreement, there are as of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, hereof no liabilities or obligations with respect to the Company had no material liabilities, debts, or obligations any of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP its subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise andand whether or not due) which, either individually or in the case aggregate, could reason-ably be expected to be material to the Company or any of any such liabilitiesits subsidiaries. Except as set forth on Schedule 5.07 to the Loan Agreement, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date hereof, neither the Company nor any of its subsidiaries knows of any basis for the Balance Sheet)assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements previously delivered to the Purchaser or referred to in the immediately preceding sentence which, except for liabilitieseither individually or in the aggregate, debtscould reasonably be expected to be material to the Company or any of its subsidiaries. (c) After giving effect to the transaction contemplated hereby, nothing has occurred that has had, or obligations reflected could reasonably be expected to have, either individually or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheetaggregate, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The Copies of the audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2016, January 2, 2016 and January 3, 2015, and the related audited statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries for the years then ended, together with all related notes and schedules thereto (the “Financial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at July 29, 2017 (the “Balance Sheet”), and the related consolidated statements of operations and cash flows of the Company and its Subsidiaries for the seven months then ended, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (truei) was derived from and prepared in accordance with the underlying books, complete records and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records accounts of the Company and its Subsidiaries and (ii) fairly presents, in all material respects, the consolidated financial position and results of operations of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein in accordance with GAAP and applied on a consistent basis (andbasis, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments which are not material, individually or in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and fairly present in all material respects the financial condition of aggregate, to the Company and its Subsidiaries, taken as at their respective dates a whole, and the results absence of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebynotes. (b) As There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, or matured or unmatured, of the Company or any of its Subsidiaries of a nature required to be reflected on a balance sheet prepared in accordance with GAAP (“Liabilities”), other than any Liabilities (i) reflected or reserved against on the Interim Financial Statements, the Financial Statements or the notes thereto, (ii) incurred since the date of the Balance Sheet in the ordinary course of business consistent with past practice, (iii) for Taxes, (iv) to the extent included in the calculation of Estimated Transaction Expenses reflected in the Preliminary Closing Statement or (v) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) The accounts receivable of the Company and its Subsidiaries, as set forth on the Financial Statements and the Interim Financial Statements or arising since the date of the Balance Sheet, other than those set forth in Section 4.6(b(i) have arisen solely out of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred bona fide transactions occurring in the ordinary course of business consistent with past practice and not reasonably likely (ii) have been billed or invoiced in accordance with applicable Law and GAAP. There is no contest, claim, defense or right of setoff with respect to have a Material Adverse Effect. Since the date of the Balance Sheetany account receivable, there has been no material adverse change other than in the business, operations, assets, condition (financial or otherwise), liabilities or results ordinary course of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effectbusiness consistent with past practice.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Company (including any related notes and schedules) included in the Interim Financial Statements Company Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies if amended or superseded by a subsequent filing prior to the date of which have been previously delivered to Purchaser) have been prepared from the books and records this Agreement, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC (and, except in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be expressly disclosed in the financial statements or in the notes thereto), and fairly present present, in all material respects, the consolidated financial position of Company and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of Company and its Subsidiaries as of the dates and for the periods shown. The books and records of Company and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet or audited consolidated financial statements of Company included in its Annual Report filed on Form 10-K for the Financial Statements fiscal year ended December 31, 2023, as filed with the SEC, (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, ii) liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business since December 31, 2023 in amounts consistent with past practice (including such liabilities contained in the Company Reports); (iii) liabilities that have been discharged or paid in full before the Effective Date; or (iv) liabilities or obligations incurred directly as a result of this Agreement, neither Company nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability, other than pursuant to or as contemplated by this Agreement or that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since Effect with respect to Company. (c) Company Disclosure Schedule 3.09(c) includes a copy of Company’s Consolidated Financial Statements for Bank Holding Companies (on Form FR Y-9C) as of September 30, 2024 which includes information regarding “off-balance sheet arrangements” effected by Company. (d) To the date Knowledge of Company, RSM US LLP, which has expressed its opinion with respect to the financial statements of Company and its Subsidiaries (including the related notes), is and has been throughout the periods covered by such financial statements “independent” with respect to Company within the meaning of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results rules of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners applicable bank regulatory authorities and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectPublic Company Accounting Oversight Board.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Buyer (including any related notes and schedules thereto) included in the Interim Financial Statements Buyer Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Buyer and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of Buyer and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet or consolidated financial statements of Buyer included in its Annual Report filed on Form 10-K for the Financial Statements fiscal year ended December 31, 2013, as filed with the SEC, (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, ii) liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and since December 31, 2013 in amounts consistent with past practice (including such liabilities contained in the Buyer Reports); (iii) liabilities that have been discharged or paid in full before the Effective Date; (iv) liabilities or obligations incurred directly as a result of this Agreement; or (v) liabilities that would not reasonably likely be expected to have have, individually or in the aggregate, a Material Adverse Effect. Since the date , neither Buyer nor any of the Balance Sheetits Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, there has been no material adverse change in the business, operations, assets, condition (financial accrued or otherwisecontingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability that, either alone or when combined with all other liabilities of a type not described in clause (i) or results of operations of the Company (other than general economic or industry conditionsii), andhas had, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely expected to result in have, a Material Adverse EffectEffect on Buyer.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records financial statements of the Company on (including any related notes and schedules) included in the Company Reports (the “Company Financial Statements”) complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a consistent basis subsequent filing prior to the date of this Agreement, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC (and, except in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be expressly disclosed in the financial statements or in the notes thereto), and fairly present present, in all material respects, the consolidated financial position of the Company and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries as of the dates and for the periods shown. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations liabilities that are fully reflected or reserved against for in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date audited consolidated financial statements of the Balance SheetCompany included in its Annual Report filed on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilitiesSEC, debts, (ii) liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business since January 1, 2021 in amounts consistent with past practice (including such liabilities contained in the Company Reports); or (iii) liabilities or obligations incurred directly as a result of this Agreement, neither the Company nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability, other than pursuant to or as contemplated by this Agreement or that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since Effect with respect to the date Company. (c) Company Disclosure Schedule 3.09(c) includes a copy of the Balance SheetCompany’s Consolidated Financial Statements for Bank Holding Companies (on Form FRY 9C) as of December 31, there 2020 which includes information regarding “off-balance sheet arrangements” effected by the Company. (d) BDO USA, LLP, which has been no material adverse change in expressed its opinion with respect to the business, operations, assets, condition (financial or otherwise), liabilities or results of operations statements of the Company and its Subsidiaries (other than general economic or industry conditionsincluding the related notes), and, is and has been throughout the periods covered by such financial statements “independent” with respect to the actual knowledge Company within the meaning of the General Partners rules of applicable bank regulatory authorities and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectPublic Company Accounting Oversight Board.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements unaudited balance sheet of the Company as of June 30, 2008 and the Interim Financial Statements (truerelated statements of income and cash flows of Holdings for the three-month and six-month periods ended as of such dates, complete and accurate copies of which have been previously delivered in each case were furnished or made available to Purchaser) have been prepared from the books and records of Purchaser prior to the Company on a consistent basis (anddate hereof, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and present fairly present in all material respects the consolidated financial condition of the Company as and its subsidiaries at their respective dates the date of said financial statements and the consolidated results of operations (and, for the period covered thereby. All of the foregoing historical financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the case notes to said financial statements and subject, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the Financial Statementsaggregate, would be material) and the cash flows) absence of the Company for the periods covered therebyfootnotes. (b) As Except as fully disclosed in the financial statements previously delivered to the Purchaser, and except for the Indebtedness incurred under the Agreement and the Loan Agreement, there are as of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, hereof no liabilities or obligations with respect to the Company had no material liabilities, debts, or obligations any of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP its subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise andand whether or not due) which, either individually or in the case aggregate, could reasonably be expected to be material to the Company or any of any such liabilitiesits subsidiaries. Except as set forth on Schedule 5.07 to the Loan Agreement, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date hereof, neither the Company nor any of its subsidiaries knows of any basis for the Balance Sheet)assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements previously delivered to the Purchaser or referred to in the immediately preceding sentence which, except for liabilitieseither individually or in the aggregate, debtscould reasonably be expected to be material to the Company or any of its subsidiaries. (c) After giving effect to the transaction contemplated hereby, nothing has occurred that has had, or obligations reflected could reasonably be expected to have, either individually or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheetaggregate, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records audited consolidated financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2020, included in the annual report on a consistent basis (andForm 20-F filed with the SEC(the “Financial Statements”) and the unaudited consolidated financial statements of the Company and its Subsidiaries for the nine months ended September 30, 2021 filed with the SEC prior to the date hereof, present fairly, in the case of the Financial Statementsall material respects, in accordance with GAAP applied on a consistent basis) throughout International Financial Reporting Standards as issued by the periods covered thereby and fairly present in all material respects International Accounting Standards Board (“IFRS”), the financial condition condition, results of operations and cash flows of the Company and its Subsidiaries on a consolidated basis as at their respective dates of such date and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebysuch period. (b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had There are no material liabilities, debts, liabilities or material obligations of the type Company or any of the other Debtors of any kind whatsoever and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a material liability or material obligation, in each case, that would be required by IFRS, consistently applied, to be reported reflected on a the balance sheet of the Company, other than: (including i) liabilities or obligations disclosed and provided for in the footnotes theretoFinancial Statements, (ii) prepared liabilities or obligations incurred in accordance with GAAP or in connection with this Agreement, the Restructuring Documents or the Restructuring Transactions, (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, iii) liabilities or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheetsince December 31, there has been no material adverse change 2020 or disclosed in the businessCompany SEC Documents, operations, assets, condition or (financial or otherwise), iv) liabilities or results of operations of the Company (other than general economic obligations that have been discharged or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result paid in a Material Adverse Effectfull.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and are set forth in Section 3.6(a) of the Interim Company Disclosure Schedule. Each of the balance sheets included in the Financial Statements (trueincluding any related notes and schedules thereto) fairly presents, complete in all material respects, the consolidated financial position of the Company and accurate copies its Subsidiaries as of which have been previously delivered to Purchaserits date, and each of the statements of income and cash flows included in the Financial Statements (including any related notes and schedules thereto) have been prepared from fairly presents, in all material respects, the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with the books and records of the Company on a consistent basis and GAAP (and, in the case except that such Financial Statements which are unaudited do not contain all of the footnotes required under GAAP and are subject to normal year-end adjustments). (b) The balance sheet dated as of May 31, 2004 and the statement of income and statement of cash flows for the Company and its Subsidiaries for the five months ended May 31, 2004 (the "Recent Financial Statements, ") are set forth in Section 3.6(b) of the Company Disclosure Schedule and were each prepared in accordance with the normal practices of the Company, under GAAP applied on a consistent basis) throughout (except that the periods covered thereby Recent Financial Statements do not contain all of the footnotes required under GAAP), and fairly present reasonably reflect in all material respects the financial condition combined results of operations of the Company as at their respective dates and its Subsidiaries for the results periods set forth therein, subject to normal recurring year-end adjustments. (c) Neither the Company nor any of operations its Subsidiaries has any material Liability, which is required to be disclosed on a balance sheet prepared in accordance with GAAP, other than (and, in i) Liabilities shown on the case of the Financial Statements, the cash flows) of unaudited balance sheet for the Company for the periods covered thereby. three months ended March 28, 2004 and (bii) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities Liabilities incurred in the ordinary course of business and not since March 28, 2004, none of which would, individually or in the aggregate, reasonably likely be expected to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effect. (d) The books of account, minute books and other records of the Company and each of its Subsidiaries, all of which have been made available to Purchaser, are complete and correct in all material respects and have been maintained in all material respects in accordance with sound business practices. The accounts, books and records of the Company and each of its Subsidiaries, are maintained in a manner consistent with past practice and have recorded therein in all material respects the results of operations and the assets and liabilities of the Company and each of its Subsidiaries, required to be reflected under GAAP. The Company and its Subsidiaries maintain a system of accounting and internal controls sufficient in all material respects to provide reasonable assurances that financial transactions are executed in accordance with the general and specific authorization of the management of the Company and Subsidiaries. There are no significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that would reasonably be expected to adversely affect the Company's ability to record, process, summarize and report financial information, and there is no fraud, whether or not material, that involves management or, to the knowledge of the Company, other employees who have a significant role in the Company's internal controls and the Company has provided to Purchaser copies of any written materials relating to the foregoing.

Financial Statements; Undisclosed Liabilities. (a) Each of the financial statements of the Company listed in Section 3.6(a) of the Schedules (the “Financial Statements”) present fairly and accurately, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, have been prepared in all material respects in accordance GAAP during the periods involved, except as set forth on Section 3.6(a) of the Schedules, and subject, in the case of the Recent Financial Statements, to the absence of footnotes and to normal year-end adjustments (none of which will be material, individually or in the aggregate). The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from based on the books and records of the Company. (b) Neither the Company nor any of its Subsidiaries has any material Liabilities or Funded Indebtedness, except (i) Liabilities and Funded Indebtedness that are accrued, reserved against or reflected in the Recent Balance Sheet (and not in the notes thereto), (ii) Liabilities which have arisen since the Recent Balance Sheet Date that were incurred in the Ordinary Course of Business (none of which results from, arises out of, relates to, is in the nature of or was caused by any breach of Contract, breach of warranty, tort, infringement or violation of Law), all of which are reflected in the Estimated Balance Sheet, or (iii) Liabilities otherwise disclosed in Section 3.6(b) of the Schedules or within any dollar threshold contained in any other representation in this Agreement. (c) The Company and its Subsidiaries maintain a system of internal accounting controls designed to provide reasonable assurance that (i) all material information concerning the Company and its Subsidiaries is made known on a consistent timely basis (and, in to the case individuals responsible for the preparation of the Financial Statements, (ii) transactions have been recorded as necessary to permit the preparation of the Financial Statements in accordance conformity with GAAP applied on a consistent basis) throughout the periods covered thereby and fairly present in all material respects and (iii) transactions are executed with management's authorization and (iv) prevention or timely detection of unauthorized acquisition, use, or disposition of material assets. Neither the Company nor, to the Company’s Knowledge, the Company’s independent accountants, have, since December 31, 2015, identified or been made aware of (x) any significant deficiency or material weakness in the design or operation of internal control over financial condition reporting utilized by the Company or any of its Subsidiaries, (y) any illegal act or fraud, whether or not material, that involves the management of the Company as at their respective dates and the results or any of operations its Subsidiaries, or (and, in the case z) any claim or allegation regarding any of the Financial Statements, the cash flows) of the Company for the periods covered therebyforegoing. (b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements Company has filed, and will file, on a timely basis, all required reports, schedules, prospectuses, registration statements, proxy and information statements and other documents required to be filed by it with the Interim Financial Statements SEC since January 1, 2002 (truecollectively, complete and accurate copies in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Company SEC Documents”). As of which have been previously delivered their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to Purchaser) have been prepared from the books and records date hereof, as of such filing), the Company on a consistent basis (andSEC Documents complied, in the case of the Financial Statementsor will comply, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and fairly present as to form in all material respects with the financial condition applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of the Company as at their respective dates and SEC Documents when filed contained, or will contain, any untrue statement of material fact or omitted, or will omit, to state a material fact required to be stated therein or necessary to make the results of operations (andstatements therein, in the case light of the Financial Statementscircumstances under which they were made, the cash flows) not misleading. There are no outstanding comments of the SEC with respect to the Company for the periods covered therebySEC Documents. (b) As Each of the date consolidated financial statements of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet and its Subsidiaries (including the footnotes related notes and schedules) included in the Company SEC Documents (collectively, the “Company Financial Statements”), (i) complied or will comply, as the case may be, as to form, as of its date of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise andexcept, in the case of any such liabilitiesunaudited financial statements, debtsto the extent permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be disclosed therein) and (iii) fairly present, or obligations will fairly present, in respect all material respects the consolidated financial position of any Taxesthe Company and its consolidated Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as determined on of the dates and for the periods shown. The Books and Records are true, correct and complete in all respects, have been maintained in accordance with good practice, and reflect the basis for the financial position and results of Tax Law operations of the FS Business as set forth in effect the Financial Statements. (c) Neither the Company nor any of its Subsidiaries has any Liabilities which are, individually or in the aggregate, material to the business, results of operations, assets or financial condition of the Company and its Subsidiaries taken as a whole, except (i) Liabilities reflected in the Company’s balance sheet as of June 30, 2005 (including any related notes thereto), (ii) Liabilities incurred since June 30, 2005 and prior to the date hereof in the ordinary course of business, none of which individually (in the case of this clause (ii) is material to the business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole, or (iii) Liabilities incurred after the date hereof and not prohibited under Section 6.2. (d) The Company has delivered to the Buyer a true and complete copy of the valuation report prepared by American Appraisal Associates (the “Appraisal”). The assumptions stated in the Appraisal are believed by the Company to be reasonable as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto)this Agreement. Since the date of the Balance Sheet, the The Company has conducted its businesses in not been notified that the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there Appraisal has been no material adverse change or will be altered or amended in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effectany respect.

Financial Statements; Undisclosed Liabilities. (a) Schedule 4.5(a) contains (i) the audited consolidated balance sheet of the Company as of December 31, 2006 (the “Year-End Balance Sheet”) and the related audited consolidated statements of income and cash flows for the fiscal year then ended, together with the appropriate notes to such financial statements and the report thereon of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., Ltd. (the “Year-End Financials”) and (ii) the unaudited consolidated balance sheet of the Company (the “Interim Balance Sheet”) as of March 31, 2007 (the “Balance Sheet Date”) and the related unaudited statements of income and cash flows for the six (6) months then ended (the “Interim Financials” and, together with the Year-End Financials, the “Financial Statements”). The Financial Statements and the Interim Financial Statements (truea) comply in all material respects with applicable accounting requirements, complete and accurate copies of which have been previously delivered to Purchaser(b) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a basis consistent basiswith prior periods (except as otherwise noted therein), and (c) throughout the periods covered thereby and fairly present fairly, in all material respects respects, the consolidated financial condition position of the Company Parties as at of their respective dates dates, and the consolidated results of their operations and their cash flows for the periods presented therein (andsubject, in the case of the Financial StatementsInterim Financials, the cash flows) of the Company for the periods covered therebyto normal year-end adjustments). (b) As Except as set forth on Schedule 4.5(b), none of the date Company Parties has any liabilities or obligations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, which are not shown or which are in excess of amounts shown or reserved for in the Interim Balance Sheet, and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability or obligation, other than than: (i) liabilities or obligations of the same nature as those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Interim Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities reasonably incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of consistent with past practices since the Balance SheetSheet Date, there has been no material adverse change or (ii) liabilities and obligations that would not, individually or in the businessaggregate, operations, assets, condition be material to the Company Parties taken as a whole (financial or otherwiseit being understood that for purposes of this Section 4.5(b)(ii), liabilities or results of operations of obligations that, individually or in the Company (other than general economic or industry conditionsaggregate, exceed $75,000 shall be material), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP consistently applied on a consistent basis) throughout the periods covered thereby and present fairly present in all material respects the financial condition position, assets and liabilities of the Company as at their respective of the dates thereof and the results of operations (andoperations, in the case of the Financial Statementsrevenues, the expenses and cash flows) flows of the Company for the periods covered thereby. (b) As . The Financial Statements are in accordance with the books and records of the date Company, do not reflect any transactions that are not bona fide transactions and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in light of the Balance Sheetcircumstances in which they were made, other than those not misleading. Except as set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, Schedule 3.5 or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Latest Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any no liabilities, debts, claims or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (obligations, whether accrued, absolute, accrued, contingent or otherwise), except for liabilities whether due or to become due, other than trade payables and accrued expenses incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since consistent with past practice since the date of the Latest Balance Sheet. No Adverse Effects or Changes. Except as listed on Schedule 3.6, there since the date of the Latest Balance Sheet the Company has been no material adverse change not: suffered any Material Adverse Effect; suffered any damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance) in excess of $10,000 individually or $20,000 in the businessaggregate which has not been repaired; taken any action or entered into or authorized any Contract or transaction other than in the ordinary course of business and consistent with past practice; sold, operationsconveyed, assetsassigned or otherwise transferred any of its assets or properties, condition except sales of inventory in the ordinary course of business and consistent with past practice; waived, released or canceled any material claims against third parties or debts owing to it, or any rights which have any value (financial in the case of debts or right with value in excess of $20,000 in the aggregate); made any changes in its accounting systems, policies, principles, practices or methods; entered into, authorized or permitted any transaction with Seller, ▇▇▇▇▇▇▇▇▇ or any of their Affiliates; authorized for issuance, issued, sold, delivered or agreed or committed to issue, sell or deliver (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise) any shares of its capital stock or any other securities, or amended any of the terms of any such securities; split, combined or reclassified any shares of its capital stock, declared, set aside or paid any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, or redeemed or otherwise acquired any securities of the Company; made any borrowings, incurred any debt (other than trade payables, draws under the Company's existing revolving line of credit and other business expenses not in excess of $10,000 in the aggregate, all of which have been made or incurred in the ordinary course of business and consistent with past practice), liabilities or results assumed, guaranteed, endorsed (except for the negotiation or collection of operations negotiable instruments in transactions in the ordinary course of business and consistent with past practice) or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any other Person, or made any payment or repayment in respect of any indebtedness to any Affiliates of the Company (or other than general economic in the ordinary course of business and consistent with past practice); made any loans, advances or industry conditions)capital contributions to, andor investments in, any other Person; entered into, adopted, amended or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement or entered into any contract, agreement, commitment or arrangement to do any of the foregoing; acquired, leased or encumbered any assets outside the ordinary course of business or any assets which are material to the actual knowledge Company; made any Tax election or settled or compromised any federal, state, local or foreign Tax liability, or waived or extended the statute of limitations in respect of any such Taxes; paid any amount, performed any obligation or agreed to pay any amount or perform any obligation, in settlement or compromise of any suits or claims of liability against the Company or any of its directors, officers, employees or agents; or terminated, modified, amended or otherwise altered or changed any of the General Partners terms or provisions of any Contract, except in the ordinary course of business and consistent with past practice, or paid any amount not required by Law or by any Contract in excess of $10,000 in the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effectaggregate.