Company Financial Statements. The financial statements of the Company included in the Company’s Reports (including the related notes, where applicable), which have been made available to the ​ # have been prepared from, and are in accordance with, the books and records of the Company; # fairly present in all material respects the results of operations, cash flows, changes in stockholders’ equity and financial position of the Company and its consolidated Subsidiaries, for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), as applicable; # complied as to form, as of their respective dates of filing in all material respects with applicable accounting and banking requirements as applicable, with respect thereto; and # have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) required to be reflected on or reserved against in a balance sheet prepared in accordance with GAAP, except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company contained in the Company’s Reports for the Company’s most recently completed quarterly or annual fiscal period, as applicable, and for liabilities incurred in the ordinary course of business consistent with past practice or in connection with this Agreement and the transactions contemplated hereby.

The Company Financial Statements. The financial statements of the Company included in the Company’s Reports (including the related notes, where applicable), which have been made available to the ​ # have been prepared from, and are in accordance with, the books and records of the Company; # fairly present in all material respects the results of operations, cash flows, changes in stockholders’ equity and financial position of the Company and its consolidated Subsidiaries, for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), as applicable; # complied as to form, as of their respective dates of filing in all material respects with applicable accounting and banking requirements as applicable, with respect thereto; and #Statements have been prepared in accordance with GAAP consistently applied duringon a consistent basis throughout the periods involved, except, in each case, as indicated in such statements or inpresented. The Company Financial Statements are based on the notes thereto. The books and records of the Company have been, and are being, maintainedits Subsidiaries and present fairly, in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) required to be reflected on or reserved against in a balance sheet prepared in accordance with GAAP, except for those liabilities that are reflected or reserved against onrespects, the consolidated balance sheetfinancial condition and results of operations and cash flows of the Company containedand its Subsidiaries as of the dates and for the periods indicated therein, except as set forth on [Section 4.5(b)] of the Company Disclosure Schedule and, in the Company’s Reportscase of the unaudited Company Financial Statements, # that such Company Financial Statements may be subject to normal year-end adjustments and # for the Company’s most recently completed quarterly or annual fiscal period, as applicable, and for liabilities incurred inabsence of notes thereto throughout the ordinary course of business consistent with past practice or in connection with this Agreement and the transactions contemplated hereby.periods covered thereby.

Financial Statements. The financial statementsFinancial Statements of the Company included in the Company’sSEC Reports (including in each case the related notes, where applicable), which have been made available to the ​notes thereto) # have been prepared from, and are in accordance with,with the books and records of the Company;Company, # fairly presentare correct and complete in all material respectsrespects, # present fairly the financial position and results of operations, cash flows, changes in stockholders’ equity and financial positionoperations of the Company and its consolidated Subsidiaries, for the respective fiscal periods or as of the respective dates therein set forth (subjectindicated (subject, in the case of unaudited statementsstatements, to normal, recurring year-end audit adjustments normal in nature and amount), as applicable; # complied as to form, asadjustments, none of their respective dates of filing in all material respects with applicable accounting and banking requirements as applicable, with respect thereto;which were material) and # have been prepared in accordance with GAAP consistentlygenerally accepted accounting principles applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) required to be reflected on or reserved against in a balance sheet prepared in accordance with GAAP, except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company contained in the Company’s Reports for the Company’s most recently completed quarterly or annual fiscal period, as applicable, and for liabilities incurred in the ordinary course of business consistent with past practice or in connection with this Agreement and the transactions contemplated hereby.basis (“GAAP”).

Company Financial Statements. The financial statements of the Company includedand the related notes contained in the Company’sSEC Reports (including the related notes, where applicable), which have been made available to the ​ # have been prepared from,present fairly and are in accordance with, the books and records of the Company; # fairly presentaccurately in all material respects the results of operations, cash flows, changes in stockholders’ equity and financial position of the Company and its consolidated Subsidiaries, for the respective fiscal periods or as of the respective dates therein set forth (subjectindicated, and the results of its operations, cash flows and the changes in shareholders’ equity for the periods therein specified, subject, in the case of unaudited financial statements for interim periods, to recurringnormal year-end audit adjustments normal in nature and amount), as applicable; # complied as to form, as of their respective dates of filing in all material respects with applicable accounting and banking requirements as applicable, with respect thereto; and #adjustments. Such financial statements (including the related notes) have been prepared in accordance with GAAP consistentlygenerally accepted accounting principles applied duringon a consistent basis at the times and throughout the periods involved, except, in each case, as indicated in suchtherein specified, except that unaudited financial statements or in the notes thereto. The books and records of the Company have been, and are being, maintained inmay not contain all material respects in accordance with GAAP and any other applicable legal andfootnotes required by generally accepted accounting requirements. The Company does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) required to be reflected on or reserved against in a balance sheet prepared in accordance with GAAP, except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company contained in the Company’s Reports for the Company’s most recently completed quarterly or annual fiscal period, as applicable, and for liabilities incurred in the ordinary course of business consistent with past practice or in connection with this Agreement and the transactions contemplated hereby.principles.

Compliance with U.S. GAAP. The Company Financial Statements. The financial statements of the Company includedStatements (including any notes thereto) # accurately reflect in the Company’s Reports (including the related notes, where applicable), which have been made available to the ​all material respects, # have been prepared from, and are in accordance with, the books and records of the Company; # fairly presentprepared, in all material respectsrespects, in accordance with U.S. GAAP consistently applied, and # fairly present, in all material respects, the consolidated financial position and results of operations, cash flows, changes in stockholders’ equity and financial positionoperations of the Company and each of its consolidated Subsidiaries,Subsidiaries on the dates and for the respective fiscal periods or as of the respective dates therein set forth (subjectspecified therein, all in accordance with U.S. GAAP (subject, in the case of unauditedthe Company Interim Financial Statements, to the absence of statements of cash flows and shareholders’ equity and footnotes and, in each case, to recurringnormal year-end audit adjustments normal in naturewhich are not expected to be material). The Company and amount), as applicable; # complied asits Subsidiaries have never been subject to form, asthe reporting requirements of their respective dates of filing in all material respects with applicable accountingSections 13(a) and banking requirements as applicable, with respect thereto; and # have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records15(d) of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company does not have any material liabilitySecurities Exchange Act of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) required to be reflected on or reserved against in a balance sheet prepared in accordance with GAAP, except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company contained in the Company’s Reports for the Company’s most recently completed quarterly or annual fiscal period,1934, as applicable, and for liabilities incurred in the ordinary course of business consistent with past practice or in connection with this Agreement and the transactions contemplated hereby.amended (“Exchange Act”).