The Seller and Shareholder delivered to the Purchaser the following financial statements (collectively, the “Financial Statements”): (a) the unaudited balance sheets of the Seller as of December 31, 2014 and 2015 by quarter and as of the Closing Date, the related statements of income and retained earnings for 2014 by quarter and 2015 by quarter and as of the Closing Date, and the statements of cash flows for the years 2014 and 2015 and as of the Closing Date. The Financial Statements are accurate and complete in all material respects, have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except that the interim financial statements referred to in clause “(a)”of this Section 2.2 do not have notes) and present fairly in all material respects the financial position of the Seller as of the respective dates thereof and the results of operations and cash flows of the Seller for the periods covered thereby.