Common use of Financial Statements; Undisclosed Liabilities Clause in Contracts

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) of the Seller Disclosure Letter are (i) the unaudited special purpose statement of net assets of the Business as of December 31, 2016 (the “Reference Balance Sheet”), (ii) the related special purpose statement of revenues and expenses of the Business for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the Business as of March 31, 2016 and 2017 (the later of which is the “Interim Balance Sheet”), (iv) the related special purpose statement of revenues and expenses of the Business for the fiscal quarters then ended and (v) the unaudited net revenue, gross profit, R&D, SG&A, Operating Earnings, Depreciation and EBITDA for the Business for the fiscal year ended December 31, 2016 (the “▇▇▇▇ ▇&▇ Information”) (items (i) through (v), collectively, the “Financial Statements”). The Financial Statements have been prepared from the books of account and other financial records of the Business in accordance with the Accounting Methodologies applied on a consistent basis. The special purpose statements of revenues and expenses and the ▇▇▇▇ ▇&▇ Information included in the Financial Statements present fairly in all material respects the revenues and expenses, and profit and loss information, of the Business for the periods covered thereby, and the Reference Balance Sheet, the March 31, 2016 statement of net assets and the Interim Balance Sheet each present fairly in all material respects the accounts of the Business set forth thereon as of its date, in each case in accordance with the Accounting Methodologies applied on a consistent basis; provided, that the Financial Statements and the foregoing representations and warranties are qualified by the fact that the Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Business to operate as a separate standalone entity. (b) The financial statements to be delivered under Section 6.10 (the “SEC Financial Statements”), at the time of delivery, (i) will have been prepared from the books of account and other financial records of the Business in accordance with GAAP applied on a consistent basis, (ii) the statements of revenues and direct expenses included in the SEC Financial Statements will present fairly in all material respects the revenues and direct expenses of the Business for the period covered thereby, and the statement of assets acquired and Liabilities assumed contained therein shall each present fairly in all material respects the accounts of the Business set forth thereon as of its date, in each case in accordance with GAAP applied on a consistent basis. (c) The Business does not have any Liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against in the Financial Statements prepared in accordance with the Accounting Methodologies except Liabilities (i) constituting, or that would constitute, Excluded Liabilities, (ii) reflected or reserved against in the Reference Balance Sheet (or the notes thereto) or Interim Balance Sheet, (iii) incurred after the date of the Reference Balance Sheet or Interim Balance Sheet in the ordinary course of business consistent with past practice that are not, individually or in the aggregate, material to the Business, (iv) as contemplated by this Agreement or otherwise incurred in connection with the Transactions or (v) as would not, individually or in the aggregate, reasonably be expected to be material to the Business.

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) of the Seller Disclosure Letter are (i) the unaudited special purpose statement of net assets of the Triage Business as of December 31, 2016 (the “Reference Balance Sheet”), (ii) the related special purpose statement of revenues and expenses of the Triage Business for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the Triage Business as of March 31, 2016 and 2017 (the later of which is the “Interim Balance Sheet”), (iv) the related special purpose statement of revenues and expenses of the Triage Business for the fiscal quarters then ended and (v) the unaudited net revenue, gross profit, R&D, SG&A, Operating Earnings, Depreciation and EBITDA for the Triage Business for the fiscal year ended December 31, 2016 (the “▇▇▇▇ ▇&▇ Information”) (items (i) through (v), collectively, the “Financial Statements”). The Financial Statements have been prepared from the books of account and other financial records of the Triage Business in accordance with the Accounting Methodologies applied on a consistent basis. The special purpose statements of revenues and expenses and the ▇▇▇▇ ▇&▇ Information included in the Financial Statements present fairly in all material respects the revenues and expenses, and profit and loss information, of the Triage Business for the periods covered thereby, and the Reference Balance Sheet, the March 31, 2016 statement of net assets and the Interim Balance Sheet each present fairly in all material respects the accounts of the Triage Business set forth thereon as of its date, in each case in accordance with the Accounting Methodologies applied on a consistent basis; provided, that the Financial Statements and the foregoing representations and warranties are qualified by the fact that the Triage Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Triage Business to operate as a separate standalone entity. (b) The financial statements to be delivered under Section 6.10 6.14 (the “SEC Financial Statements”), at the time of delivery, (i) will have been prepared from the books of account and other financial records of the Triage Business in accordance with GAAP applied on a consistent basis, (ii) the statements of revenues and direct expenses included in the SEC Financial Statements will present fairly in all material respects the revenues and direct expenses of the Triage Business for the period covered thereby, and the statement of assets acquired and Liabilities assumed contained therein shall each present fairly in all material respects the accounts of the Triage Business set forth thereon as of its date, in each case in accordance with GAAP applied on a consistent basis. (c) The Triage Business does not have any Liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against in the Financial Statements prepared in accordance with the Accounting Methodologies except Liabilities (i) constituting, or that would constitute, Excluded Liabilities, (ii) reflected or reserved against in the Reference Balance Sheet (or the notes thereto) or Interim Balance Sheet, (iii) incurred after the date of the Reference Balance Sheet or Interim Balance Sheet in the ordinary course of business consistent with past practice that are not, individually or in the aggregate, material to the Triage Business, (iv) as contemplated by this Agreement or otherwise incurred in connection with the Transactions or (v) as would not, individually or in the aggregate, reasonably be expected to be material to the Triage Business.

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) of the Seller Disclosure Letter are The Company has provided Parent with true, correct and complete copies of: (i) the Company’s unaudited special purpose balance sheet as of June 30, 2018 (the “Latest Balance Sheet”) and the related statement of net assets income, members’ equity and cash flow for the 5-month period then ended and (ii) the Company’s unaudited compiled balance sheet and statement of income, members’ equity and cash flow for the Business as of fiscal years ended December 31, 2017 and December 31, 2016 (the “Reference Balance Sheet”), (ii) the related special purpose statement of revenues and expenses of the Business for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the Business as of March 31, 2016 and 2017 (the later of which is the “Interim Balance Sheet”), (iv) the related special purpose statement of revenues and expenses of the Business for the fiscal quarters then ended and (v) the unaudited net revenue, gross profit, R&D, SG&A, Operating Earnings, Depreciation and EBITDA for the Business for the fiscal year ended December 31, 2016 (the “▇▇▇▇ ▇&▇ Information”) (items all such financial statements referred to in (i) through and (vii), collectively, the “Financial Statements”). The Except as set forth in Section 3.05(a) of the Company Disclosure Schedule, the Financial Statements have been prepared (i) were compiled from the books of account and records and other financial records regularly maintained by management of the Business in accordance with Company used to prepare the Accounting Methodologies applied on a consistent basis. The special purpose financial statements of revenues the Company, which books and expenses records and the ▇▇▇▇ ▇&▇ Information included other financial records are accurate, complete and current in the Financial Statements all material respects, (ii) present fairly and accurately in all material respects the revenues financial condition, cash flows and expenses, and profit and loss information, results of operations of the Business Company as of the times and for the periods covered thereby, and the Reference Balance Sheet, the March 31, 2016 statement of net assets and the Interim Balance Sheet each present fairly in all material respects the accounts of the Business set forth thereon as of its date, in each case referred to therein in accordance with GAAP, consistently applied (subject in the Accounting Methodologies applied on a consistent basis; provided, that the Financial Statements and the foregoing representations and warranties are qualified by the fact that the Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all case of the costs necessary for unaudited financial statements to (y) the Business to operate as a separate standalone entityabsence of footnote disclosures and other presentation items and (z) changes resulting from normal and recurring year-end adjustments, none of which are material either individually or in the aggregate). (b) The financial statements to be delivered under Section 6.10 (the “SEC Financial Statements”), at the time of delivery, (i) will have been prepared from the books of account and other financial records of the Business in accordance with GAAP applied on Company is not a consistent basis, (ii) the statements of revenues and direct expenses included in the SEC Financial Statements will present fairly in all material respects the revenues and direct expenses of the Business for the period covered therebyparty to, and the statement Company has no commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of assets acquired and Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities assumed contained therein shall each present fairly of, the Company in all material respects the accounts of the Business set forth thereon as of its date, in each case in accordance with GAAP applied on a consistent basisCompany’s financial statements. (c) The Business does not have any Liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be accounts receivable reflected or reserved against in on the Financial Statements prepared in accordance with Latest Balance Sheet and the Accounting Methodologies except Liabilities accounts receivable arising after the date thereof (i) constituting, have arisen from bona fide transactions entered into by the Company involving the sale of goods or that would constitute, Excluded Liabilitiesthe rendering of services in the Ordinary Course of Business, (ii) reflected constitute only valid, undisputed claims of the Company not subject to claims of set-off or reserved against other defenses or counterclaims other than normal cash discounts accrued in the Reference Ordinary Course of Business, and (iii) subject to a reserve for bad debts shown on the Latest Balance Sheet (or or, with respect to accounts receivable arising after the notes thereto) or Interim Latest Balance Sheet, (iii) incurred on the accounting records of the Company made available to Parent, are collectible in full. The reserve for bad debts shown on the Latest Balance Sheet or, with respect to accounts receivable arising after the date of the Reference Latest Balance Sheet, on the accounting records of the Company made available to Parent have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. (d) The Company does not have any Liabilities, except (i) Liabilities reflected on the Latest Balance Sheet or Interim (ii) Liabilities incurred in the Ordinary Course of Business since the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice that and which are not, individually or in the aggregate, material to the Business, (iv) as contemplated by this Agreement or otherwise incurred in connection with the Transactions or (v) as would not, individually or in the aggregate, reasonably be expected to be material to the Businessamount.