Delphax has delivered to Air T the audited consolidated financial statements of Delphax and Subsidiaries as of September 30, 2013 and 2014 and for the fiscal years then ended, and the unaudited consolidated financial statements of Delphax and Subsidiaries as of August 31, 2015 (the “Latest Balance Sheet Date”) and for the eleven months then ended (collectively, the “Financial Statements”). Such Financial Statements have been prepared in accordance with GAAP, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present the financial position of Delphax and its Subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended. Except as set forth in the Financial Statements, Delphax and its Subsidiaries have no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to the Latest Balance Sheet Date. Such liabilities incurred subsequent to the Latest Balance Sheet Date are not, in the aggregate, material to the financial condition or operating results of Delphax and its Subsidiaries.