Common use of Financial Statements and Condition Clause in Contracts

Financial Statements and Condition. (a) (i) The audited consolidated balance sheets of Borrower as of and for the Fiscal Year ended September 30, 2015, and the related statements of operation, stockholders equity and cash flows (including supporting footnote disclosures) for the Fiscal Years then ended, with the opinion of Xxxxx Xxxxxxx, once the same have been furnished to the Lender, will have been prepared in accordance with GAAP consistently applied throughout the periods indicated, will be true and correct in all material respects and will present fairly the financial condition of IEC, IECW&C, GTC, SCB (to the extent relevant) and DRTL at the date of said financial statements and the results of operations for the Fiscal Year then ended. The financial statements described in this Section 8.6(a)(i) are collectively called the “Financial Statements”. The Credit Parties as of such dates did not have any significant liabilities, contingent or otherwise, including liabilities for taxes or any unusual forward or long-term commitments which were not disclosed by or reserved against in the Financial Statements, and at the present time there are no material unrealized or anticipated losses from any unfavorable commitments of the Credit Parties and (ii) the unaudited consolidated balance sheets of Borrower as of and for the Fiscal Year ended September 30, 2015, and the related statements of operation, stockholders equity and cash flows for the Fiscal Years then ended, have been prepared by Borrower in accordance with GAAP consistently applied throughout the periods indicated, are true and correct in all material respects and present fairly the financial condition of IEC, IECW&C, GTC, SCB (to the extent relevant) and DRTL at the date of said financial statements and the results of operations for the Fiscal Year then ended. The unaudited financial statements described in this Section 8.6(a)(ii) are collectively called the “Unaudited Financial Statements.”

Financial Statements and Condition. (a) (i) The audited consolidated balance sheets of Borrower as of and for the Fiscal Year ended September 30, 20152019, and the related statements of operation, stockholders equity and cash flows (including supporting footnote disclosures) for the Fiscal Years then ended, with the opinion of Xxxxx XxxxxxxDeloitte & Touche LLP, once the same have been furnished to the Lender, will have been prepared in accordance with GAAP consistently applied throughout the periods indicated, will be are true and correct in all material respects and will present fairly the financial condition of IEC, IECW&C, GTC, SCB (to the extent relevant) GTC and DRTL at the date of said financial statements and the results of operations for the Fiscal Year then ended. The financial statements described in this Section 8.6(a)(i4.6(a)(i) are collectively called the “Financial Statements”. The Credit Parties as of such dates did not have any significant liabilities, contingent or otherwise, including liabilities for taxes or any unusual forward or long-term commitments which were not disclosed by or reserved against in the Financial Statements, and at the present time there are no material unrealized or anticipated losses from any unfavorable commitments of the Credit Parties and (ii) the unaudited consolidated balance sheets of Borrower as of and for the Fiscal Year ended September 30, 20152019, and the related statements of operation, stockholders equity and cash flows for the Fiscal Years then ended, have been prepared by Borrower in accordance with GAAP consistently applied throughout the periods indicated, are true and correct in all material respects and present fairly the financial condition of IEC, IECW&C, GTC, SCB (to the extent relevant) GTC and DRTL at the date of said financial statements and the results of operations for the Fiscal Year then ended. The unaudited financial statements described in this Section 8.6(a)(ii4.6(a)(ii) are collectively called the “Unaudited Financial Statements.”

Financial Statements and Condition. (a) Prior to the execution of this Agreement, the Shareholders have caused the Company to deliver to Atmos true and complete copies of the following: (i) The the audited consolidated balance sheets of Borrower the Company and its consolidated subsidiaries as of and for the Fiscal Year ended September 30, 20151998, 1999 and 2000, and the related audited consolidated statements of operationoperations, stockholders shareholders' equity and cash flows (including supporting footnote disclosures) for each of the Fiscal Years fiscal years then ended, including the notes thereto and together with the opinion of Xxxxx Xxxxxxx, once the same have been furnished to the Lender, will have been prepared in accordance with GAAP consistently applied throughout the periods indicated, will be a true and correct in copy of the report on such audited information by Deloitte & Touche LLP, and all material respects and will present fairly the financial condition of IEC, IECW&C, GTC, SCB (letters from such accountants with respect to the extent relevant) and DRTL at the date of said financial statements and the results of operations for the Fiscal Year then ended. The financial statements described in this Section 8.6(a)(i) are collectively called the “Financial Statements”. The Credit Parties as of such dates did not have any significant liabilities, contingent or otherwise, including liabilities for taxes or any unusual forward or long-term commitments which were not disclosed by or reserved against in the Financial Statements, and at the present time there are no material unrealized or anticipated losses from any unfavorable commitments of the Credit Parties audits; and (ii) the unaudited balance sheet of the Company and its consolidated balance sheets of Borrower subsidiaries as of and for the Fiscal Year ended September June 30, 20152001 (the "June 30, 2001 Balance Sheet"), and the related unaudited consolidated statements of operationoperations, stockholders shareholders' equity and cash flows for the Fiscal Years nine-month period then ended, have been including the notes thereto, copies of which are also included in the Disclosure Schedule. Except as set forth in the notes thereto and as disclosed in the Disclosure Schedule, all such Financial Statements were prepared by Borrower in accordance with GAAP consistently applied throughout the periods indicated, are true and correct fairly present in all material respects the consolidated financial condition, results of operations, changes in shareholders' equity and present fairly cash flows of the Company and its consolidated subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of the interim Financial Statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those included in the latest audited Financial Statements). Except for those Subsidiaries listed in the Disclosure Schedule, the financial condition of IEC, IECW&C, GTC, SCB (to the extent relevant) and DRTL at the date of said financial statements and the results of operations of each Subsidiary are, and for the Fiscal Year then ended. The unaudited financial statements described all periods referred to in this Section 8.6(a)(ii) are collectively called 4.09 have been, consolidated with those of the “Unaudited Financial StatementsCompany.”

Financial Statements and Condition. (a) (i) The audited consolidated balance sheets True, correct and complete copies of Borrower unaudited combined carve-out statements of operations and net assets of the Acquired Companies taken as a whole, as of December 31, 2021 and for the Fiscal Year ended September 30December 31, 20152022, and the related interim unaudited combined carve-out statements of operation, stockholders equity operations and cash flows (including supporting footnote disclosures) net assets for the Fiscal Years then endedsix (6) months ended June 30, with 2023 (the opinion of Xxxxx Xxxxxxx, once the same “Interim Financial Statements”) have been furnished made available to the LenderPurchasers (collectively, will have been prepared in accordance with GAAP consistently applied throughout the periods indicated, will be true and correct in all material respects and will present fairly the financial condition of IEC, IECW&C, GTC, SCB (to the extent relevant) and DRTL at the date of said financial statements and the results of operations for the Fiscal Year then ended. The financial statements described in this Section 8.6(a)(i) are collectively called the “Financial Statements”). Except as set forth in the notes thereto, all Financial Statements were prepared from the applicable books and records of the Acquired Companies on a consistent basis using the Accounting Principles and fairly present in all material respects the financial condition and results of operations of each Acquired Company and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject to normally recurring year-end audit adjustments and the absence of footnotes thereto, which, in each case, shall not be material in the aggregate. The Credit Parties as Acquired Companies’ system of such dates did internal controls over financial reporting is designed to provide reasonable assurance in all material respects that transactions in respect of the business of the Acquired Companies are recorded only in accordance with the authorization of management of the Acquired Companies. To the Knowledge of Sellers, (i) there has not have been in the last three (3) years any significant liabilitiesfraud with respect to any Acquired Company or Sellers that involves the management, contingent or otherwiseofficers, including liabilities for taxes or any unusual forward other current or long-term commitments which were not disclosed by former employee, director or reserved against manager of either Seller or an Acquired Company who has (or had) an active role in the Financial Statements, and at preparation of financial statements or the present time there are no material unrealized or anticipated losses from any unfavorable commitments of the Credit Parties internal accounting controls used by an Acquired Company and (ii) no Acquired Company has received any written claim or allegation regarding any of the unaudited consolidated balance sheets of Borrower as of and for the Fiscal Year ended September 30, 2015, and the related statements of operation, stockholders equity and cash flows for the Fiscal Years then ended, have been prepared by Borrower in accordance with GAAP consistently applied throughout the periods indicated, are true and correct in all material respects and present fairly the financial condition of IEC, IECW&C, GTC, SCB (to the extent relevant) and DRTL at the date of said financial statements and the results of operations for the Fiscal Year then ended. The unaudited financial statements described in this Section 8.6(a)(ii) are collectively called the “Unaudited Financial Statementsforegoing.”

Financial Statements and Condition. (a) (i) The Borrower's audited consolidated balance sheets sheet and statements of Borrower earnings, changes in common stockholders' equity and cash flows as of and for the Fiscal Year fiscal year ended September 30December 31, 2015, and the related statements of operation, stockholders equity and cash flows (including supporting footnote disclosures) for the Fiscal Years then ended, with the opinion of Xxxxx Xxxxxxx, once the same have been 2005 heretofore furnished to the Lender, will have been Lenders were prepared in accordance with GAAP consistently applied throughout the periods indicated, will involved (except as may be true indicated in the notes thereto regarding the adoption of new accounting policies) and correct present fairly in all material respects the consolidated financial position of the Borrower and will present fairly the financial condition of IEC, IECW&C, GTC, SCB (to the extent relevant) and DRTL its Subsidiaries at the date of said financial statements respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the Fiscal Year respective periods then ended. The financial Borrower's unaudited balance sheet and statements described in this Section 8.6(a)(i) are collectively called the “Financial Statements”. The Credit Parties as of such dates did not have any significant liabilities, contingent or otherwise, including liabilities for taxes or any unusual forward or long-term commitments which were not disclosed by or reserved against in the Financial Statements, earnings and at the present time there are no material unrealized or anticipated losses from any unfavorable commitments of the Credit Parties and (ii) the unaudited consolidated balance sheets of Borrower cash flows as of and for the Fiscal Year fiscal quarter ended September June 30, 2015, and 2006 heretofore furnished to the related statements of operation, stockholders equity and cash flows for the Fiscal Years then ended, have been Lenders were prepared by Borrower in accordance with GAAP consistently applied throughout the periods indicatedinvolved and in a manner consistent with that employed in the Borrower's audited consolidated financial statements for the fiscal year ended December 31, 2005. The Borrower's unaudited interim financial statements as of June 30, 2006 are true subject to the absence of notes required by GAAP and correct normal recurring year-end adjustments, but otherwise present fairly in all material respects and present fairly the consolidated financial condition of IEC, IECW&C, GTC, SCB (to the extent relevant) and DRTL at the date of said financial statements and the consolidated results of operations of the Borrower and its Subsidiaries as of the dates and for the Fiscal Year then endedperiods indicated therein except as otherwise set forth therein. The unaudited As of the dates of such financial statements, neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements described or in this Section 8.6(a)(ii) are collectively called the “Unaudited Financial Statementsnotes thereto. Since December 31, 2005, there has been no material adverse change in the business, operations, property, assets or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole.”