Common use of Financial Information and Absence of Certain Changes Clause in Contracts

Financial Information and Absence of Certain Changes. The Company has delivered to Buyer accurate and complete copies of (i) the Company's audited consolidated balance sheets as of December 31,1995 and December 31,1996, and the related audited consolidated statements of income, stockholders' equity and cash flows for each of the years then ended, and the notes and schedules thereto, prepared in conformity with GAAP, together with the unqualified reports thereon of Arthxx Xxxexxxx X.X.P., independent public accountants (the "Audited Financial Statements"), and (ii) the Company's unaudited consolidated balance sheet as of December 31, 1997 (the "Latest Balance Sheet"), and the related unaudited statements of income, stockholders' equity and cash flows for the twelve- month period then ended (together with the Latest Balance Sheet, the "Unaudited Financial Statements"), certified by the Company's Finance Manager (collectively, the "Financial Statements"). The Company has also delivered the Pro Forma Balance Sheet. Except as shown in Schedule 3.1(d), the Financial Statements (i) represent actual bona fide transactions, (ii) have been prepared from the books and records of the Company and its consolidated Subsidiaries in conformity with GAAP applied on a basis consistent with preceding years throughout the periods involved, except that the Unaudited Financial Statements are not accompanied by notes or other textual disclosure required by GAAP, and (iii) accurately, completely and fairly present the Company's consolidated financial position as of the respective dates thereof and its consolidated results of operations and cash flows for the periods then ended, except that the Unaudited Financial Statements are subject to normal year-end adjustments consistent with past practice, which will not be material in the aggregate. The Pro Forma Balance Sheet has been prepared from the books and records of the Company and its consolidated Subsidiaries in conformity with GAAP applied on a basis consistent with preceding years throughout the periods involved, subject to the footnotes and exceptions contained therein. To the knowledge of Sellers and the Company, neither the Company nor any Subsidiary has any liability or obligation that would materially and adversely affect the business, assets, financial condition or results of operations of the Company and the Subsidiaries, whether accrued, absolute, contingent, or otherwise, except as set forth on the Latest Balance Sheet or on Schedule 3.1(d). Except as disclosed on Schedule 3.1(d), since the date of the Latest Balance Sheet, there has not been nor will there be any change in the assets, liabilities, financial condition, or operations of the Company or

Financial Information and Absence of Certain Changes. (i) The Company has delivered to Buyer accurate and complete copies of (ix) the Company's audited consolidated balance sheets as of December 31,1995 September 30, 1994, September 30, 1995 and December 31,1996September 30, 1996, and the related audited consolidated statements of incomeoperations, stockholdersshareholders' equity and cash flows for each of the three years then endedin the period ended September 30, 1996, and the notes and schedules thereto, prepared in conformity with GAAP, together with the unqualified reports thereon of Arthxx Xxxexxxx X.X.P.Ernst & Young, independent public accountants (the "Audited Financial Statements"), and (ii) the y)the Company's unaudited consolidated balance sheet as of December 31September 30, 1997 (the "Latest Balance Sheet"), and the related unaudited statements of income, stockholders' equity and cash flows for the twelve- month year period then ended (together with the Latest Balance Sheet, the "Unaudited Financial Statements"), certified by the Company's Finance Manager Chief Financial Officer (collectively, the Audited Financial Statements and Unaudited Financial Statements are referred to collectively as the "Financial Statements"). The Company has also delivered the Pro Forma Balance Sheet. Except as shown in Schedule 3.1(d), the Financial Statements (i) represent actual bona fide transactions, (ii) have been prepared from the books and records of the Company and its consolidated Consolidated Subsidiaries in conformity with GAAP applied on a basis consistent with preceding years throughout the periods involved, except that the Unaudited Financial Statements are not accompanied by notes or other textual disclosure required by GAAP, and (iii) accurately, completely and fairly present the Company's consolidated financial position as of the respective dates thereof and its consolidated results of operations and cash flows for the periods then ended, except (x) that the Unaudited Financial Statements are subject to normal year-end adjustments consistent with past practice, practice and which taken as a whole will not be material in the aggregate. The Pro Forma Balance Sheet has been prepared from the books and records of the Company and its consolidated Subsidiaries in conformity with GAAP applied on a basis consistent with preceding years throughout the periods involved, subject to the footnotes and exceptions contained therein. To the knowledge of Sellers and the Company, neither the Company nor any Subsidiary has any liability or obligation that would materially and adversely affect the business, assets, financial condition or results of operations of the Company and the Subsidiaries, whether accrued, absolute, contingent, or otherwise, except (y) as set forth on the Latest Balance Sheet or on disclosed in Schedule 3.1(d). Except as disclosed on Schedule 3.1(d), since The Company is not aware of any state of facts which would make the date of the Latest Balance Sheet, there has not been nor will there be any change in the assets, liabilities, financial condition, or operations of the Company orUnaudited Statements unauditable.

Financial Information and Absence of Certain Changes. The Company has delivered to Buyer accurate and complete copies of (i) the Company's ’s audited consolidated balance sheets as of December 31,1995 31, 1995 and December 31,199631, 1996, and the related audited consolidated statements of income, stockholders' ’ equity and cash flows for each of the years then ended, and the notes and schedules thereto, prepared in conformity with GAAP, together with the unqualified reports thereon of Arthxx Xxxexxxx X.X.P.Axxxxx Axxxxxxx L.L.P., independent public accountants ({the "“Audited Financial Statements"”), and (ii) the Company's ’s unaudited consolidated balance sheet as of December 31, 1997 (the "“Latest Balance Sheet"”), and the related unaudited statements of income, stockholders' ’ equity and cash flows for the twelve- twelve-month period then ended (together with the Latest Balance Sheet, the "“Unaudited Financial Statements"”), certified by the Company's ’s Finance Manager (collectively, the "“Financial Statements"”). The Company has also delivered the Pro Forma Balance Sheet. Except as shown in Schedule 3.1(d), the Financial Statements (i) represent actual bona fide transactions, (ii) have been prepared from the books and records of the Company and its consolidated Subsidiaries in conformity with GAAP applied on a basis consistent with preceding years throughout the periods involved, except that the Unaudited Financial Statements are not accompanied by notes or other textual disclosure required by GAAP, and (iii) accurately, completely and fairly present the Company's ’s consolidated financial position as of the respective dates thereof and its consolidated results of operations and cash flows for the periods then ended, except that the Unaudited Financial Statements are subject to normal year-end adjustments consistent with past practice, which will not be material in the aggregate. The Pro Forma Balance Sheet has been prepared from the books and records of the Company and its consolidated Subsidiaries in conformity with GAAP applied on a basis consistent with preceding years throughout the periods involved, subject to the footnotes and exceptions contained therein. To the knowledge of Sellers and the Company, neither the Company nor any Subsidiary has any liability or obligation that would materially and adversely affect the business, assets, financial condition or results of operations of the Company and the Subsidiaries, whether accrued, absolute, contingent, or otherwise, except as set forth on the Latest Balance Sheet or on Schedule 3.1(d). Except as disclosed on Schedule 3.1(d), since the date of the Latest Balance Sheet, there has not been nor will there be any change in the assets, liabilities, financial condition, or operations of the Company oror its Subsidiaries from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate have had or will have a material adverse effect on such assets, liabilities, financial condition, or operations. Without limiting any of the foregoing, since the date of the Latest Balance Sheet and until the Closing Date, except as disclosed on Schedule 3.1(d) the Company and its Subsidiaries have not and, except as specifically contemplated in Sections 4.10 and 5.1 below, will not have:

Financial Information and Absence of Certain Changes. The Company Buyer has delivered to Buyer Sellers accurate and complete copies of (i) the Company's audited consolidated balance sheets of the Buyer as of December 31,1995 31, 1996, December 31, 1995, and December 31,199631, 1994, and the related audited consolidated statements of income, stockholders' equity profit and loss and cash flows for each of the years then ended, and the notes and schedules thereto, prepared in conformity with U.S. GAAP, together with the unqualified reports thereon of Arthxx Xxxexxxx X.X.P.XXX, independent public accountants (the "Buyer's Audited Financial Statements"), ) and (ii) the Company's unaudited consolidated balance sheet of the Buyer as of December March 31, 1997 (the "Buyer's Latest Balance Sheet"), and the related unaudited statements of income, stockholders' equity profit and loss and cash flows for the twelve- three month period then ended (together with the Buyer's Latest Balance Sheet, the "Buyer's Unaudited Financial Statements"), certified by ," and the CompanyBuyer's Finance Manager (collectively, Unaudited Financial Statements together with the Buyer's Audited Financial Statements being referred to herein collectively as the "Buyer's Financial Statements"). The Company has also delivered the Pro Forma Balance Sheet. Except as shown in Schedule 3.1(d), the Buyer's Financial Statements (i) represent actual bona fide transactions, (ii) have been prepared from the books and records of the Company Buyer and its consolidated Subsidiaries subsidiaries in conformity with GAAP U.S. GAAP, applied on a basis consistent with preceding years throughout the periods involved, except that the Buyer's Unaudited Financial Statements are not accompanied by notes or other textual disclosure required by U.S. GAAP, and (iii) accurately, completely and fairly present the Company's consolidated financial position of the Buyer and its subsidiaries as of the respective dates thereof and its consolidated their results of operations and cash flows for the periods then ended, except that the Buyer's Unaudited Financial Statements are subject to normal year-end adjustments consistent with past practice, which will not be material in the aggregate. The Pro Forma Balance Sheet has been prepared from Neither the books and records of the Company and its consolidated Subsidiaries in conformity with GAAP applied on a basis consistent with preceding years throughout the periods involved, subject to the footnotes and exceptions contained therein. To the knowledge of Sellers and the Company, neither the Company Buyer nor any Subsidiary of its current subsidiaries has any material liability or obligation that would materially and adversely affect the business, assets, financial condition or results of operations of the Company and the Subsidiariesobligation, whether accrued, absolute, contingent, or otherwise, except for trade payables incurred in the ordinary course of business since the date of the Buyer's Latest Balance Sheet or as set forth on the Buyer's Latest Balance Sheet or on Schedule 3.1(d)as contemplated herein or in connection with the Public Offering. Except as disclosed on Schedule 3.1(d), since Since the date of the Buyer's Latest Balance Sheet, there has not been nor will there be any material change in the assets, liabilities, financial condition, or operations of the Company orBuyer and its subsidiaries from that reflected in the Financial Statements, other than (i) changes in the ordinary course of business, none of which individually or in the aggregate have had or will have a material adverse effect on such assets, liabilities, financial condition, or operations, or (ii) as contemplated herein or in connection with the Public Offering.

Financial Information and Absence of Certain Changes. The Company NRG has delivered to Buyer Eagle Canada accurate and complete copies of (i) the Company's audited consolidated balance sheets of NRG as of December 31,1995 31, 1996 and December 31,199631, 1997, and the related audited consolidated statements of income, stockholders' equity earnings and cash flows retained earnings and consolidated statements of changes in financial position for each of the years then ended, and the notes and schedules thereto, prepared in conformity with GAAP, together with the unqualified reports thereon of Arthxx Xxxexxxx X.X.P., independent public accountants GAAP (the "Audited Financial Statements"), and (ii) the CompanyNRG's September 30, 1998 unaudited consolidated balance sheet as of December 31, 1997 (the "Latest Balance Sheet")sheet, and the related unaudited statements of income, stockholders' equity and cash flows operations for the twelve- nine (9) month period then ended September 30, 1998 (together with the Latest Balance Sheet, the "Unaudited Financial Statements"), ) certified by NRG's Chief Financial Officer, and (iii) NRG's October 31, 1998 fiscal asset schedule and balance sheet accounts for the Companyten month period ended October 31, 1998 attached as Schedule 3.1(a) hereto (the "Valuation Statements") certified by NRG's Finance Manager Chief Financial Officer (collectively, the "Financial Statements"). The Company has also delivered the Pro Forma Balance Sheet. Except as shown in Schedule 3.1(d), the Financial Statements (i) represent actual bona fide transactions, (ii) have been prepared from the books and records of the Company and its consolidated Subsidiaries NRG in conformity with GAAP applied on a basis consistent with preceding years throughout the periods involved, except that the Unaudited Financial Statements and Valuation Statements are not accompanied by notes or other textual disclosure required by GAAP, and (iii) accurately, completely and fairly present the CompanyNRG's consolidated financial position as of the respective dates thereof and its consolidated results of operations and cash flows for the periods then ended, except that the Unaudited Financial Statements and Valuation Statements are subject to normal year-end adjustments consistent with past practice, which will not be material in the aggregate. The Pro Forma Balance Sheet has been prepared from the books and records of the Company and its consolidated Subsidiaries in conformity with GAAP applied on a basis consistent with preceding years throughout the periods involved, subject to the footnotes and exceptions contained therein. To the knowledge of Sellers and the Company, neither the Company nor any Subsidiary has NRG does not have any liability or obligation that would materially and adversely affect the business, assets, financial condition or results of operations of the Company and the SubsidiariesNRG, whether accrued, absolute, contingent, or otherwise, except as set forth on the Latest Balance Sheet or on Schedule 3.1(d)Unaudited Financial Statements. Except as disclosed on Schedule 3.1(d5.1(d), since the date of the Latest Balance SheetUnaudited Financial Statements as at September 30, 1998, there has not been nor will there be any change in the assets, liabilities, financial condition, or operations of NRG from that reflected in the Company orFinancial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate have had or will have a material adverse effect on such assets, liabilities, financial condition, or operations. Without limiting any of the foregoing, since the date of the Unaudited Financial Statements and until the Effective Date, except as disclosed on Schedule 3.1(a) NRG has not and will not have:

Financial Information and Absence of Certain Changes. The Company Trey has delivered to Buyer accurate and complete copies of (i) the CompanyTrey's audited consolidated balance sheets as of December 31,1995 31, 1995 and December 31,199631, 1996, and the related audited consolidated statements of income, stockholders' equity and cash flows for each of the years then ended, and the notes and schedules thereto, prepared in conformity with GAAPGAAP except as otherwise disclosed in the notes to such Financial Statements, together with the unqualified accountant's review reports thereon of Arthxx Xxxexxxx X.X.P.Johnxxx & Xillxx, independent xxdependent public accountants (the "Audited Reviewed Financial Statements"), ; and (ii) the CompanyTrey's unaudited consolidated balance sheet as of December 31June 30, 1997 (the "Latest Balance Sheet"), and the related unaudited consolidated statements of income, stockholders' equity and cash flows for the twelve- six month period then ended (together with the Latest Balance Sheet, the "Unaudited Latest Financial Statements"), certified by the CompanyTrey's Finance Manager President (collectively, the "Financial Statements"). The Company has also delivered the Pro Forma Balance Sheet. Except as shown in Schedule 3.1(d), the Financial Statements (i) represent actual bona fide transactions, (ii) have been prepared from the books and records of Trey and the Company and its consolidated Subsidiaries in conformity with GAAP applied on a basis consistent with preceding years throughout the periods involved, except that the Unaudited Latest Financial Statements are not accompanied by notes or other textual disclosure required by GAAP, and (iii) accurately, completely are substantially complete and correct and fairly present the CompanyTrey's consolidated financial position as of the respective dates date thereof and its consolidated results of operations and cash flows for the periods period then ended, except that the Unaudited Latest Financial Statements are subject to normal year-end adjustments consistent with past practice, which will not be material in the aggregate. The Pro Forma Balance Sheet has been prepared from the books and records of Neither Trey nor the Company and its consolidated Subsidiaries in conformity with GAAP applied on a basis consistent with preceding years throughout the periods involved, subject to the footnotes and exceptions contained therein. To the knowledge of Sellers and the Company, neither the Company nor any Subsidiary has have any liability or obligation that would materially and adversely affect the Assets or the business, assets, financial condition or results of operations of Trey or the Company and the Subsidiaries, whether accrued, absolute, contingent, or otherwise, except as set forth on the Latest Balance Sheet or on Schedule 3.1(d). Except as disclosed on Schedule 3.1(d), since the date of the Latest Balance Sheet, there has not been nor will there be any change in the assets, liabilities, financial condition, or operations of the Company oron

Financial Information and Absence of Certain Changes. The Company has delivered to Buyer accurate and complete copies of (i) the Company's audited unaudited consolidated balance sheets as of December 31,1995 31, 1995 and December 31,199631, 1994 and the related audited unaudited consolidated statements of income, stockholders' equity and cash flows for each of the years then ended, and the notes and schedules thereto, prepared in conformity with GAAP, together with the unqualified reports thereon and a copy of Arthxx Xxxexxxx X.X.P., independent public accountants (the "Audited Financial Statements"), and (ii) the Company's its unaudited consolidated balance sheet statement of assets, liabilities and equity-income tax bases as of December October 31, 1997 (the "Latest Balance Sheet")1996, and the related unaudited consolidated statements of incomerevenues, stockholders' equity expenses and retained earnings-income tax basis and of cash flows flows-income tax basis for the twelve- month period ten months then ended (together with the Latest Balance Sheet, the "Unaudited Financial Statements"), certified by the Company's Finance Manager (collectively, the "Financial Statements"). The Company has also delivered the Pro Forma Balance Sheet. Except as shown in Schedule 3.1(d), the Financial Statements (i) represent actual bona fide transactions, (ii) have been prepared from the books and records of the Company and its consolidated Subsidiaries in conformity with GAAP applied on a basis consistent with preceding years throughout for 1995 and 1994 and for the periods involved, except that period ending in 1996 in conformity with the Unaudited Financial Statements are not accompanied basis used by notes or other textual disclosure required by GAAPthe Company for income tax purposes, and (iii) accurately, completely and fairly present the Company's consolidated financial position as of the respective dates thereof and its consolidated results of operations and cash flows for the periods then endedyears 1995 and 1994 and for the period ending in 1996, except that present the Unaudited Financial Statements are subject to normal year-end adjustments consistent with past practiceCompany's consolidated assets, which will not be material in liabilities, equity, revenues, expenses and cash flows on the aggregateincome tax basis of accounting. The Pro Forma Balance Sheet income tax basis is a comprehensive basis of accounting other than generally accepted accounting principles. The Company has been prepared from the books and records of the Company and its consolidated Subsidiaries in conformity with GAAP applied on a basis consistent with preceding years throughout the periods involved, subject to the footnotes and exceptions contained therein. To the knowledge of Sellers and the Company, neither the Company nor any Subsidiary has any no liability or obligation that would materially and adversely affect the businessBusiness, assets, financial condition Assets or results of operations of the Company and the SubsidiariesCompany, whether accrued, absolute, contingent, or otherwise, except as set forth on the Latest Balance Sheet October 31, 1996 Statement of Assets, Liabilities and Equity-Income tax basis or on Schedule 3.1(dSCHEDULE 3.1(c). Except as disclosed on Schedule 3.1(d)Since October 31, since the date of the Latest Balance Sheet1996, there has not been nor will there be any adverse change in the assetsBusiness, Assets, liabilities, financial condition, condition or operations of the Company orfrom that reflected therein, except for changes in the ordinary course of business, none of which will be material, either individually or in the aggregate.