expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that [[Organization B:Organization]] or any other party performing any field examination will inspect only specific information regarding the Loan Parties and their Subsidiaries and will rely significantly upon Loan Parties' and their Subsidiaries' books and records, as well as on representations of Loan Parties' personnel,

There are no actions, suits, audits, investigations or proceedings pending or, to the knowledge of the Company, threatened against the Company in any court or before any governmental commission, board or authority which, if adversely determined, would reasonably be expected to have a material adverse effect on the ability of the Company to perform its obligations under this Warrant.

There are no pending or, to the Knowledge of the Sellers, threatened # audits or investigations by any Governmental Body involving the Employee Plans or Foreign Benefit Plans; or # Proceedings (except for individual claims for benefits payable in the normal operation of the Employee Plans or Foreign Benefit Plans), involving any Employee Plan, Foreign Benefit Plan, or service provider thereto.

None of the Tax Returns of the Company are currently the subject of an audit by a Governmental Body. [Schedule 4.1.12(d)] contains a list of all audits of all Tax Returns of the Company during the three (3) years immediately preceding the Closing Date. There are no Liens for Taxes upon any of the assets of the Company.

Accuracy of Financial Statements. The terms set forth in this Binding Letter of Intent are based on the parties' assumption that [[Organization B:Organization]]’s balance sheets, income statements, of cash flows, and notes (the “Financial Statements”) for the fiscal years ending December 31, 2018, December 31, 2019 and December 31, 2020, will be prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, and that such Financial Statements shall fairly represent [[Organization B:Organization]]’s financial condition and the results of its operations for those periods; and prior to the Closing of the Acquisition, and within 71 days of the execution of the Acquisition Agreement, any necessary audits for the foregoing periods of [[Organization B:Organization]] (the “[[Organization B:Organization]] Audits”) shall be performed and completed by a PCAOB registered auditing firm as selected by the Company, currently intended to be BF Borgers.

Environmental Compliance. The Company will, and will cause each Subsidiary to, comply with all Environmental Laws, except where noncompliance could not reasonably be expected to subject the Company or any of its Subsidiaries to liability, individually or in the aggregate, having a Material Adverse Effect. The Company will, and will cause each Subsidiary to, upon the Administrative Agent’s written reasonable request, # cause the performance of such environmental audits and testing, and preparation of such environmental reports, at the Company’s expense, as the Administrative Agent may from time to time reasonably request with respect to any parcel of real Property subject to a Mortgage, which shall be conducted by Persons reasonably acceptable to the Administrative Agent and shall be in form and substance reasonably acceptable to the Administrative Agent, and # permit the Administrative Agent or its representatives to have access to all such real Property for the purpose of conducting, at the Company’s expense, such environmental audits and testing as the Administrative Agent shall reasonably deem appropriate; provided, that if a Phase I or other environmental report with respect to any such parcel of real Property has been completed to the reasonable satisfaction of the Administrative Agent, then no other environmental audits, testing or reports shall be required for such parcel of real Property during the term of this Agreement.

Survival of Obligations. The termination or expiration of this Agreement or any SOW shall not affect the survival and continuing validity of Articles 4 (Payments, but only to the extent of fees and expenses incurred prior to such termination or expiration), 7 (Proprietary Rights), 8 (Insurance Requirements), 9 (Records and Audits), 10 (Term and Termination), 11 (Confidentiality), 12 (Indemnification) and 13 (Miscellaneous).

Except as set forth in [Section 3.14(h)] of the ​ Disclosure Schedule, there are no pending or, to ​’s Knowledge, threatened suits, audits, examinations, actions, litigation or claims (excluding claims for benefits incurred in the ordinary course) with respect to any ​ Employee Plans that, individually or in the aggregate, are reasonably likely to result in any material liability to ​.

Acquisition Expenses. The Shareholders, the Company and [[Organization B:Organization]] will each pay their own respective expenses in connection with the Acquisition contemplated hereby, including, but not limited to, fees and expenses of legal counsel or other representatives and consultants, or necessary to obtain any material documents or records requested by the other parties in the course of their respective due diligence. For avoidance of doubt, the Company shall pay all expenses relating to the [[Organization B:Organization]] Audits.

“Report” means reports prepared by the Administrative Agent, the Collateral Agent or another Person showing the results of appraisals, field examinations or audits pertaining to the Loan Parties’ assets from information furnished by or on behalf of the Loan Parties, after the Administrative Agent or Collateral Agent has exercised its rights of inspection pursuant to this Agreement, which Report may be distributed to the Lenders by the Administrative Agent, subject to the provisions of Section 10.16.