Attached hereto as Exhibit E are the audited consolidated balance sheet of Seller as of December 31, 2016, and the audited consolidated statements of operations, members’ equity and cash flows of Seller for the year then ended (collectively, the “ Financial Statements ”). To Seller’s Knowledge, the Financial Statements fairly present in all material respects the financial condition and results of operations of the Acquired Companies as of their respective dates. To Seller’s Knowledge, except as reflected in the Financial Statements attached hereto, the Acquired Companies do not have any debts, liabilities or obligations of any nature (whether accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise), except (a) to the extent reflected, accrued or reserved against in the Financial Statements, (b) for which Buyer is entitled to a credit under some other provision of this Agreement or which are otherwise subject to the proration and adjustment as contemplated by Section  8.5 hereof, (c) for liabilities and obligations which have arisen after the date of most recent Financial Statement in the ordinary course of business consistent with past custom and practice, and (d) liabilities or obligations relating to the Properties or the operation thereof that are immaterial.