Common use of Financial Statements; Absence of Certain Changes or Events Clause in Contracts

Financial Statements; Absence of Certain Changes or Events. (i) The Company has delivered to Parent true, complete and accurate copies of the unaudited consolidated balance sheet of Atrium Companies, Inc., and its consolidated Subsidiaries as of June 30, 1998, a copy of which is attached as SCHEDULE 3.1(f)(i) (the "Balance Sheet"), together with the related unaudited consolidated statements of income for the six-month period then ended (such unaudited financial statements are collectively referred to as the "Financial Statements"). The Financial Statements were prepared in accordance with GAAP (except that they do not contain footnotes and do not reflect year end adjustments) applied on a consistent basis throughout the periods covered thereby (except to the extent disclosed therein) and fairly present in all material respects the consolidated financial position of Atrium Companies, Inc., and its consolidated Subsidiaries at the dates thereof and the consolidated results of the operations of Atrium Companies, Inc., and its consolidated Subsidiaries for the respective periods indicated. (ii) Except as disclosed in SCHEDULE 3.1(f)(ii), there is no material liability of any kind, whether accrued, absolute, fixed, contingent, or otherwise, of the Company or any of its Subsidiaries that is not reflected, accrued or reserved against in the Balance Sheet, other than (A) liabilities incurred in the ordinary course of business since June 30, 1998 (the "Balance Sheet Date"), (B) any such liability which would not be required to be presented in audited financial statements of the Company and the notes thereto prepared in conformity with GAAP applied, in a manner consistent with the past practices of Atrium Companies, Inc. relating to preparation of audited financial statements, in the preparation of the Balance Sheet (without regard to the fact that the Balance Sheet is not audited), (C) liabilities under this Agreement, and (D) liabilities for fees and expenses incurred in connection with the transactions contemplated in the Transaction Documents. (iii) Except as disclosed in SCHEDULE 3.1(f)(iii), since the Balance Sheet Date, the Company and each of its Subsidiaries has conducted its respective business only in the ordinary course consistent with past practice, and nothing has occurred that would have been prohibited by Section 4.1 if the terms of such section had been in effect as of and after the Balance Sheet Date. Since the Balance Sheet Date, there has not occurred, and neither the Company nor any of its Subsidiaries has incurred or suffered, any event, circumstance, or fact that has resulted in or would reasonably be expected to result in a Material Adverse Effect. (iv) Atrium Companies, Inc. has not repaid any principal amount of Indebtedness under the New Credit Facility (including, without limitation, any renewal, extension, refunding, restructuring, replacement or refinancing thereof referred to in the definition thereof) or any other agreements or indentures governing Senior Indebtedness with net proceeds of Asset Dispositions, except to the extent that, in the case of a repayment of revolving credit Indebtedness, the commitment to advance the loans repaid has not been terminated. For the purposes of this Section 3.1(f)(iv), all capitalized terms used in this Section 3.1(f)(iv) shall have the meanings ascribed to them in the Indenture.

Financial Statements; Absence of Certain Changes or Events. (i) The Company has delivered furnished or made available to Parent true, complete and accurate or its representatives copies of (A) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2010 and 2011, together with the audited consolidated statements of operations, cash flows and shareholders’ equity of the Company and its Subsidiaries for the years then ended, and the related notes thereto, accompanied by the reports thereon of Xxxxx, Xxxx & Xxxxxxx, independent public accountants, and (B) the unaudited consolidated balance sheet of Atrium Companies, Inc., the Company and its consolidated Subsidiaries as of June 30March 31, 1998, a copy of which is attached as SCHEDULE 3.1(f)(i) 2012 (the "“Balance Sheet"”), together with the related unaudited consolidated statements of income operations, cash flows and shareholders’ equity of the Company and its Subsidiaries for the sixthree-month period then ended (such audited and unaudited financial statements are collectively being referred to herein as the "“Financial Statements"”). The Financial Statements were Statements, together with the notes thereto, have been prepared in accordance with GAAP (except that they the unaudited Financial Statements do not contain footnotes all notes required by GAAP and do not reflect year are subject to normal year-end audit adjustments) applied on a consistent basis throughout the periods covered thereby (except to the extent disclosed thereintherein or required by changes in GAAP) and fairly present in all material respects the consolidated financial position of Atrium Companies, Inc., the Company and its consolidated Subsidiaries at the dates thereof and the consolidated results of the operations of Atrium Companies, Inc., the Company and its consolidated Subsidiaries for the respective periods indicated. (ii) Except as disclosed in SCHEDULE 3.1(f)(iiset forth on Company Disclosure Schedule 3.1(g)(ii), there is no material liability or as provided in or contemplated by this Agreement or the other Transaction Documents, since December 31, 2011 (the “Balance Sheet Date”) and prior to the date of any kindthis Agreement, whether accrued, absolute, fixed, contingent, or otherwise, of the Company or any of its Subsidiaries that is not reflected, accrued or reserved against in the Balance Sheet, other than (A) liabilities incurred in the ordinary course of business since June 30, 1998 (the "Balance Sheet Date"), (B) any such liability which would not be required to be presented in audited financial statements of the Company and the notes thereto prepared in conformity with GAAP applied, in a manner consistent with the past practices of Atrium Companies, Inc. relating to preparation of audited financial statements, in the preparation of the Balance Sheet (without regard to the fact that the Balance Sheet is not audited), (C) liabilities under this Agreement, and (D) liabilities for fees and expenses incurred in connection with the transactions contemplated in the Transaction Documents. (iii) Except as disclosed in SCHEDULE 3.1(f)(iii), since the Balance Sheet Date, the Company and each of its Subsidiaries has have conducted its their respective business only businesses in all material respects in the ordinary course of business and consistent with past practicepractices of the Company, and nothing has occurred that would have been prohibited by Section 4.1 if the terms of such section had been in effect as of and after the Balance Sheet Date. Since the Balance Sheet Date, (B) there has not occurredbeen any change or development that, and individually, or in the aggregate has had or is reasonably likely to have a Material Adverse Effect,; (C) neither the Company nor any of its Subsidiaries has incurred suffered any loss, damage, destruction or sufferedother casualty affecting any of its material properties or assets, any eventwhether or not covered by insurance, circumstance, or fact that has resulted in or would reasonably be expected to result in a Material Adverse Effect. and (ivD) Atrium Companies, Inc. has not repaid any principal amount none of Indebtedness under the New Credit Facility (including, without limitation, any renewal, extension, refunding, restructuring, replacement or refinancing thereof referred to in the definition thereof) Company or any other agreements or indentures governing Senior Indebtedness with net proceeds of Asset Dispositions, except to the extent its Subsidiaries has taken any action that, in if taken after the case of a repayment of revolving credit Indebtedness, the commitment to advance the loans repaid has not been terminated. For the purposes date of this Agreement, would constitute a breach of any of the covenants set forth in Section 3.1(f)(iv), all capitalized terms used in this Section 3.1(f)(iv) shall have the meanings ascribed to them in the Indenture.4.1

Financial Statements; Absence of Certain Changes or Events. (i) The Attached as Company has delivered to Parent trueDisclosure Schedule 3.1(f)(i) are (A) the audited consolidated balance sheet of the Company as of December 31, complete 2004, together with the audited consolidated statement of income, cash flows and accurate copies stockholders’ equity of the Company for the year then ended, and the related notes thereto, accompanied by the reports thereon of Ernst & Young LLP, independent public accountants, (B) the audited consolidated balance sheet of the Company as of December 31, 2005, together with the audited consolidated statement of income, cash flows and stockholders’ equity of the Company for the year then ended, and the related notes thereto, accompanied by the reports thereon of BDO Xxxxxxx, LLP, independent public accountants (the “Audited 2005 Financial Statements”), and (C) the unaudited consolidated balance sheet of Atrium Companies, Inc., and its consolidated Subsidiaries the Company as of June 30October 31, 1998, a copy of which is attached as SCHEDULE 3.1(f)(i) 2006 (the "“Balance Sheet"”), together with the related unaudited consolidated statements of income income, cash flows and stockholders’ equity of the Company for the six-month nine (9)-month period then ended ended, certified by the chief financial officer or controller of the Company (such audited and unaudited financial statements are collectively being referred to herein as the "“Financial Statements"”). The Financial Statements were Statements, together with the notes thereto, have been prepared in accordance with GAAP (except that they the unaudited Financial Statements do not contain footnotes all notes required by GAAP and do not reflect year are subject to normal year-end audit adjustments) applied on a consistent basis throughout the periods covered thereby (except to the extent disclosed thereintherein or required by changes in GAAP) and fairly present in all material respects the consolidated financial position of Atrium Companies, Inc., and its consolidated Subsidiaries at the Company as of the dates thereof and the consolidated results of the operations of Atrium Companies, Inc., and its consolidated Subsidiaries the Company for the respective periods indicated. Except as described in the Financial Statements, there have been no changes in accounting polices (including revenue recognition policies), practices or procedures of the Company since December 31, 2004. (ii) Except as disclosed in SCHEDULE set forth on Company Disclosure Schedule 3.1(f)(ii), there is no material liability of any kindliability, whether accrued, absolute, fixed, contingent, contingent or otherwise, of the Company or any of its Subsidiaries that is not reflected, accrued reflected or reserved against in the Balance Sheet, other than liabilities that are either (A) liabilities incurred in the ordinary course of business and consistent with past practices of the Company since June 30October 31, 1998 2006 (the "“Balance Sheet Date"”), ; (B) any such liability which would not be required to be presented contingent immaterial liabilities incurred in audited financial statements the ordinary course of business and consistent with past practices of the Company and the notes thereto prepared in conformity with GAAP applied, in a manner consistent with the past practices of Atrium Companies, Inc. relating to preparation of audited financial statements, in the preparation of after the Balance Sheet (without regard to the fact that the Balance Sheet is not audited)Date other than claims, investigations or litigation; or (C) liabilities under this Agreement, and (D) liabilities for fees and expenses incurred in connection with Company Transaction Costs that will be paid on or before the transactions contemplated in the Transaction DocumentsClosing Date. (iii) Except as disclosed set forth on Company Disclosure Schedule 3.1(f)(iii),on the Closing Date there shall be no liability, contingent or otherwise, of the Company that is not reflected or reserved against in SCHEDULE 3.1(f)(iiithe Closing Balance Sheet, other than (A) Company Transaction Costs that will be paid on the Closing Date and (B) contingent immaterial liabilities incurred in the ordinary course of business and consistent with past practices of the Company after the date hereof other than claims, investigations or litigation. (iv) Except as set forth on Company Disclosure Schedule 3.1(f)(iv), since the Balance Sheet DateDate and prior to the execution of this Agreement, the Company and each of its Subsidiaries has conducted its respective business only in accordance with the historical and customary operating practices relating to the conduct of its business and there has not been: (A) any material adverse change, or events which could reasonably be expected to result in a materially adverse change, in the ordinary course consistent with past practiceassets, liabilities, business, financial condition or results of operations of the Company, (B) any damage, destruction, loss or casualty to material property or material assets of the Company or (C) any action taken of the type described in Exhibit K hereto (v) Except as set forth on Company Disclosure Schedule 3.1(f)(v), from December 31, 2004 and nothing has occurred that would have been prohibited by Section 4.1 if the terms of such section had been in effect as of and after the Balance Sheet Date. Since through the Balance Sheet Date, there has not occurredbeen any action taken of the type described in Sections (d), (i), (j), (k), (m), (n), (o), (p), (t), (u), (w) and neither the Company nor (aa) of Exhibit K hereto, or any authorization, commitment or agreement to take any of its Subsidiaries has incurred or suffered, any event, circumstance, or fact that has resulted in or would reasonably be expected to result in a Material Adverse Effectthe foregoing actions. (ivvi) Atrium Companies, Inc. has not repaid any principal amount The accounts payable of Indebtedness under the New Credit Facility (including, without limitation, any renewal, extension, refunding, restructuring, replacement or refinancing thereof referred to Company are properly reflected on the Financial Statements and Closing Balance Sheet arose from bona fide transactions with unaffiliated third parties in the definition thereof) or any other agreements or indentures governing Senior Indebtedness ordinary course of business consistent with net proceeds past practice. Each financial transaction is properly and accurately recorded on the books and records of Asset Dispositionsthe Company, except to the extent that, and each document upon which entries in the case of a repayment of revolving credit Indebtedness, the commitment to advance the loans repaid has not been terminated. For the purposes of this Section 3.1(f)(iv), Company’s books and records are based is complete and accurate in all capitalized terms used in this Section 3.1(f)(iv) shall have the meanings ascribed to them in the Indenturerespects.

Financial Statements; Absence of Certain Changes or Events. (i) The Company has delivered furnished or made available (in the on-line data room used for conducting due diligence in respect of the transactions contemplated herein) to Parent true, complete and accurate the Purchaser or its representatives copies of (a) the unaudited consolidated balance sheets of the Company as of December 31, 2009 and 2008, together with the unaudited statements of operations and cash flows of the Company for the years then ended, and (b) the unaudited balance sheet of Atrium Companies, Inc., and its consolidated Subsidiaries the Company as of June 30March 31, 1998, a copy of which is attached as SCHEDULE 3.1(f)(i) (the "Balance Sheet")2010, together with the related unaudited consolidated statements of income operations and cash flows of the Company for the six-month period then ended commencing January 1, 2010 and ending March 31, 2010, and (C) the unaudited balance sheet of the Company as of May 31, 2010, together with the related unaudited statements of operations and cash flows of the Company for the period commencing April 1, 2010 and ending May 31, 2010 (such unaudited financial statements are collectively being referred to herein as the "“Financial Statements"”). The Financial Statements were have been prepared in accordance with GAAP (except that they the Financial Statements do not contain footnotes all notes required by GAAP and do not reflect year are subject to normal year-end adjustments) applied on a consistent basis throughout the periods covered thereby (except to the extent disclosed thereintherein or required by changes in GAAP) and fairly present in all material respects the consolidated financial position of Atrium Companies, Inc., and its consolidated Subsidiaries the Company at the dates thereof and the consolidated results of the operations of Atrium Companies, Inc., and its consolidated Subsidiaries the Company for the respective periods indicated. (ii) Except as disclosed in SCHEDULE 3.1(f)(iiset forth on Company Disclosure Schedule 3.2(f)(ii), as of the date of this Agreement there is no material liability of any kindliability, whether accrued, absolute, fixed, contingent, contingent or otherwise, of the Company or any of its Subsidiaries that is not reflected, accrued reflected or reserved against in the Balance Sheet, other than liabilities that are either (Ac) liabilities incurred in the ordinary course of business and consistent with past practices of the Company since June 30May 31, 1998 2010 (the "“Balance Sheet Date"”), ; (Bd) any such liability which that would not be required to be presented in audited unaudited financial statements of the Company and the notes thereto prepared in conformity with GAAP appliedGAAP, in a manner consistent with the past practices of Atrium Companies, Inc. relating to preparation of audited financial statements, provided that such liabilities do not exceed in the preparation of the Balance Sheet aggregate $50,000; (without regard to the fact that the Balance Sheet is not audited), (Ce) liabilities under this Agreement, and ; (Df) liabilities for fees and expenses incurred in connection with the transactions contemplated in by this Agreement and the other Transaction Documents. (iii) Except as disclosed set forth on Company Disclosure Schedule 3.2(f)(iii), or as provided in SCHEDULE 3.1(f)(iii)or contemplated by this Agreement or the other Transaction Documents, since the Balance Sheet DateDate and prior to the date of this Agreement, the Company and each of its Subsidiaries has conducted its respective business only in all material respects in the ordinary course of business and consistent with past practice, and nothing has occurred that would have been prohibited by Section 4.1 if practices of the terms of such section had been in effect as of and after the Balance Sheet Date. Since the Balance Sheet Date, there has not occurred, and neither the Company nor any of its Subsidiaries has incurred or suffered, any event, circumstance, or fact that has resulted in or would reasonably be expected to result in a Material Adverse Effect. (iv) Atrium Companies, Inc. has not repaid any principal amount of Indebtedness under the New Credit Facility (including, without limitation, any renewal, extension, refunding, restructuring, replacement or refinancing thereof referred to in the definition thereof) or any other agreements or indentures governing Senior Indebtedness with net proceeds of Asset Dispositions, except to the extent that, in the case of a repayment of revolving credit Indebtedness, the commitment to advance the loans repaid has not been terminated. For the purposes of this Section 3.1(f)(iv), all capitalized terms used in this Section 3.1(f)(iv) shall have the meanings ascribed to them in the Indenture.Company

Financial Statements; Absence of Certain Changes or Events. (ia) The Company has delivered furnished or made available to Parent true, complete and accurate Buyer or its Representatives copies of (i) the audited balance sheets of the Company as of December 31, 2011 and 2010 together with the audited statements of operations and cash flows of the Company for each of the years then ended, and the related notes thereto, accompanied by the reports thereon of Xxxx-Xxxxx LLP, independent public accountants, and (ii) the unaudited consolidated balance sheet of Atrium Companies, Inc., and its consolidated Subsidiaries the Company as of June 30January 28, 1998, a copy of which is attached as SCHEDULE 3.1(f)(i) 2012 (the "Balance Sheet"), together with the related unaudited consolidated statements of income operations and cash flows of the Company for the six-month period then ended (such audited and unaudited financial statements are collectively being referred to herein as the "Financial Statements"). The Financial Statements were Statements, together with the notes thereto, have been prepared in accordance with GAAP consistent with past practice (except that they the unaudited Financial Statements do not contain footnotes all notes required by GAAP and do not reflect year are subject to normal year-end audit adjustments) applied on a consistent basis throughout the periods covered thereby (except to the extent disclosed thereintherein or required by changes in GAAP) and fairly present present, in all material respects accordance with GAAP, the consolidated financial position of Atrium Companies, Inc., and its consolidated Subsidiaries the Company at the dates thereof and the consolidated results of the operations of Atrium Companies, Inc., and its consolidated Subsidiaries the Company for the respective periods indicated. The Company is not a party to any "off-balance sheet arrangements" (as defined by the SEC in Item 303 of Regulation S-K) the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. (iib) Except as disclosed in SCHEDULE 3.1(f)(ii), there is no material liability of any kind, whether accrued, absolute, fixed, contingent, or otherwise, To the Knowledge of the Company or any of its Subsidiaries that is not reflectedCompany, accrued or reserved against no fraud has occurred in the Balance Sheet, other than (A) liabilities incurred in the ordinary course of business since June 30, 1998 (the "Balance Sheet Date"), (B) any such liability which would not be required to be presented in audited financial statements of the Company and the notes thereto prepared in conformity connection with GAAP applied, in a manner consistent with the past practices of Atrium Companies, Inc. relating to preparation of audited financial statements, in the preparation of the Balance Sheet (without regard to the fact that the Balance Sheet is not audited), (C) liabilities under this Agreement, Financial Statements and (D) liabilities for fees and expenses incurred in connection with the transactions contemplated reflected in or by the Transaction DocumentsFinancial Statements represent bona fide transactions. (iiic) Except as disclosed in SCHEDULE 3.1(f)(iii), since As of the Balance Sheet Datedate hereof, the Company and each of its Subsidiaries has conducted its respective business only in the ordinary course consistent with past practice, and nothing has occurred that would have been prohibited by Section 4.1 if the terms of such section had been in effect as of and after the Balance Sheet Date. Since the Balance Sheet Date, there has not occurred, and neither the Company nor any of its Subsidiaries has incurred or suffered, any event, circumstance, or fact that has resulted in or would reasonably be expected to result in a Material Adverse Effect. (iv) Atrium Companies, Inc. has not repaid any principal amount of outstanding Indebtedness under the New Credit Facility (including, without limitation, any renewal, extension, refunding, restructuring, replacement or refinancing thereof referred to in the definition thereof) or any other agreements or indentures governing Senior Indebtedness with net proceeds of Asset Dispositions, except to the extent that, in the case of a repayment of revolving credit Indebtedness, the commitment to advance the loans repaid has not been terminated. For the purposes of this Section 3.1(f)(iv), all capitalized terms used in this Section 3.1(f)(iv) shall have the meanings ascribed to them in the Indenture.set forth on Disclosure Schedule 3.7

Financial Statements; Absence of Certain Changes or Events. (i) The Company Seller has delivered furnished or made available to Parent true, complete and accurate the Buyer or its representatives copies of (A) the unaudited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2010 and 2011, together with the unaudited consolidated statements of operations, cash flows and members’ equity of the Company and its Subsidiaries for the years then ended, and the related notes thereto, and (B) the unaudited consolidated balance sheet of Atrium Companies, Inc., the Company and its consolidated Subsidiaries as of June September 30, 1998, a copy of which is attached as SCHEDULE 3.1(f)(i) 2012 (the "“Balance Sheet"”), together with the related unaudited consolidated statements of income operations, cash flows and members’ equity of the Company and its Subsidiaries for the sixthree- and nine-month period periods then ended ended, in each case, certified by the Chief Financial Officer of the Seller (such unaudited financial statements are collectively being referred to herein as the "“Financial Statements"”). The Financial Statements were Statements, together with the notes thereto, have been prepared in accordance with GAAP (except that they the unaudited Financial Statements do not contain footnotes all notes required by GAAP and do not reflect year are subject to normal year-end audit adjustments) applied on a consistent basis throughout the periods covered thereby (except to the extent disclosed thereintherein or required by changes in GAAP) and fairly present in all material respects the consolidated financial position of Atrium Companies, Inc., the Company and its consolidated Subsidiaries at the dates thereof and the consolidated results of the operations of Atrium Companies, Inc., the Company and its consolidated Subsidiaries for the respective periods indicated. (ii) Except as disclosed in SCHEDULE 3.1(f)(iiset forth on Disclosure Schedule 3.1(g)(ii), there is no material liability or as provided in or contemplated by this Agreement or the other Transaction Documents, since December 31, 2011 (the “Balance Sheet Date”) and prior to the date of any kindthis Agreement, whether accrued, absolute, fixed, contingent, or otherwise, of the Company or any of its Subsidiaries that is not reflected, accrued or reserved against in the Balance Sheet, other than (A) liabilities incurred in the ordinary course of business since June 30, 1998 (the "Balance Sheet Date"), (B) any such liability which would not be required to be presented in audited financial statements of the Company and the notes thereto prepared in conformity with GAAP applied, in a manner consistent with the past practices of Atrium Companies, Inc. relating to preparation of audited financial statements, in the preparation of the Balance Sheet (without regard to the fact that the Balance Sheet is not audited), (C) liabilities under this Agreement, and (D) liabilities for fees and expenses incurred in connection with the transactions contemplated in the Transaction Documents. (iii) Except as disclosed in SCHEDULE 3.1(f)(iii), since the Balance Sheet Date, the Company and each of its Subsidiaries has have conducted its their respective business only businesses in all material respects in the ordinary course of business and consistent with past practicepractices of the Company, and nothing has occurred that would have been prohibited by Section 4.1 if the terms of such section had been in effect as of and after the Balance Sheet Date. Since the Balance Sheet Date, (B) there has not occurredbeen any change or development that, and individually, or in the aggregate has had or is reasonably likely to have a Material Adverse Effect, (C) neither the Company nor any of its Subsidiaries has incurred suffered any loss, damage, destruction or sufferedother casualty affecting any of its material properties or assets, any eventwhether or not covered by insurance, circumstance, or fact that has resulted in or would reasonably be expected to result in a Material Adverse Effect. and (ivD) Atrium Companies, Inc. has not repaid any principal amount none of Indebtedness under the New Credit Facility (including, without limitation, any renewal, extension, refunding, restructuring, replacement or refinancing thereof referred to in the definition thereof) Company or any other agreements or indentures governing Senior Indebtedness with net proceeds of Asset Dispositions, except to the extent its Subsidiaries has taken any action that, in if taken after the case of a repayment of revolving credit Indebtedness, the commitment to advance the loans repaid has not been terminated. For the purposes date of this Agreement, would constitute a breach of any of the covenants set forth in Section 3.1(f)(iv), all capitalized terms used in this Section 3.1(f)(iv) shall have the meanings ascribed to them in the Indenture4.1.

Financial Statements; Absence of Certain Changes or Events. (i) The Company has delivered furnished (or will furnish in the case of the Interim Financial Statements) or made available (or will make available in the case of the Interim Financial Statements) to Parent true, complete and accurate or its representatives copies of (x) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2007, 2006 and 2005 (such balance sheet as of December 31, 2007, the “Balance Sheet”), together with the audited consolidated statements of operations, cash flows and securityholders’ equity of the Company and its Subsidiaries for the years then ended, and the related notes thereto (such audited financial statements collectively being referred to herein as the “Audited Financial Statements”), (y) the unaudited consolidated balance sheet of Atrium Companies, Inc., the Company and its consolidated Subsidiaries as of June 30March 31, 19982008 (such balance sheet as of March 31, a copy of which is attached as SCHEDULE 3.1(f)(i) (2008, the "“Unaudited Balance Sheet"”), together with the related unaudited consolidated statements of income operations, cash flows and securityholders’ equity of the Company and its Subsidiaries for the six-month period then ended (the “Unaudited Financial Statements”) and (z) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of last day of each month subsequent to the date hereof and ending thirty (30) days prior to the Closing Date (each such unaudited financial balance sheet, an “Interim Balance Sheet”), together with the unaudited consolidated statements are collectively referred to as of operations, cash flows and securityholders’ equity of the "Company and its Subsidiaries for the periods then ended (the “Interim Financial Statements",” and together with the Unaudited Financial Statements and the Audited Financial Statements, collectively, the “Financial Statements”). The Financial Statements were Statements, together with the notes to the Audited Financial Statements, (A) have been (or will be in the case of the Interim Financial Statements) prepared in accordance with GAAP (except that they do not contain footnotes and do not reflect year end adjustments) applied on a consistent basis throughout the periods covered thereby (except to the extent disclosed thereintherein or required by changes in GAAP) and (B) fairly present (or will fairly present in the case of the Interim Financial Statements) in all material respects the consolidated financial position of Atrium Companies, Inc., the Company and its consolidated Subsidiaries at the dates thereof and the consolidated results of the operations of Atrium Companies, Inc., the Company and its consolidated Subsidiaries for the respective periods indicated. The Audited Financial Statements comply with applicable accounting requirements and the published regulations of the SEC. The Company and each of its Subsidiaries has established a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (ii) Except as disclosed in SCHEDULE 3.1(f)(iiset forth on Company Disclosure Schedule 3.1(g)(ii), there is no material liability of any kindliability, whether accrued, absolute, fixed, contingent, contingent or otherwise, known or unknown, of the Company or any of its consolidated Subsidiaries that is not reflected, accrued reflected or reserved against in the Balance Sheet, other than liabilities that are either (A) liabilities incurred in the ordinary course of business and consistent with past practices of the Company since June 30December 31, 1998 2007 (the "“Balance Sheet Date"”), ; (B) any such liability which would not be required to be presented in audited financial statements of the Company and the notes thereto prepared in conformity with GAAP applied, in a manner consistent with the past practices of Atrium Companies, Inc. relating to preparation of audited financial statements, in the preparation of the Balance Sheet (without regard to the fact that the Balance Sheet is not audited), (C) liabilities under this Agreement, and ; (C) liabilities that are disclosed on the Company Disclosure Schedule; or (D) liabilities for fees and expenses incurred in connection with the transactions contemplated in by this Agreement and the other Transaction Documents. (iii) Except as disclosed set forth on Company Disclosure Schedule 3.1(g)(iii), or as provided in SCHEDULE 3.1(f)(iii)or contemplated by this Agreement or the other Transaction Documents, since the Balance Sheet DateDate and prior to the date of this Agreement, the Company and each of its Subsidiaries has have conducted its their respective business only businesses in all material respects in the ordinary course of business and consistent with past practicepractices of the Company. Except as set forth on Company Disclosure Schedule 3.1(g)(iii), since the Balance Sheet Date (A) and nothing prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has occurred acted or failed to act in a manner that would have been prohibited by Section 4.1 if the terms of such section Section had been in effect as of and after the Balance Sheet Date. Since Date and prior to the Balance Sheet Date, date of this Agreement; and (B) there has not occurred, and neither the Company nor any of its Subsidiaries has incurred or suffered, any eventchange, circumstance, effect, event or fact that that, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Company Material Adverse Effect. (iv) Atrium Companies, Inc. has not repaid any principal amount of Indebtedness under the New Credit Facility (including, without limitation, any renewal, extension, refunding, restructuring, replacement or refinancing thereof referred to in the definition thereof) or any other agreements or indentures governing Senior Indebtedness with net proceeds of Asset Dispositions, except to the extent that, in the case of a repayment of revolving credit Indebtedness, the commitment to advance the loans repaid has not been terminated. For the purposes of this Section 3.1(f)(iv), all capitalized terms used in this Section 3.1(f)(iv) shall have the meanings ascribed to them in the Indenture.

Financial Statements; Absence of Certain Changes or Events. (i) The Company has delivered furnished or made available to Parent true, complete and accurate or its representatives copies of (A) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2003, together with the audited consolidated statements of operations, cash flows and stockholders’ equity of the Company and its Subsidiaries for the year then ended, and the related notes thereto, accompanied by the reports thereon of KPMG LLP, independent public accountants, and (B) the unaudited consolidated balance sheet of Atrium Companies, Inc., the Company and its consolidated Subsidiaries as of June September 30, 1998, a copy of which is attached as SCHEDULE 3.1(f)(i) (the "Balance Sheet")2004, together with the related unaudited consolidated statements of income operations, cash flows and stockholders’ equity of the Company and its Subsidiaries for the six-month nine (9)-month period then ended, and (C) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of October 31, 2004 (the “Balance Sheet”) together with the related unaudited consolidated statements of operations, cash flows and stockholders’ equity of the Company and its Subsidiaries for the ten (10)-month period then ended (such audited and unaudited financial statements are collectively being referred to herein as the "“Financial Statements"”). The Financial Statements were Statements, together with the notes thereto, have been prepared in accordance with GAAP (except that they the unaudited Financial Statements do not contain footnotes all notes required by GAAP, are subject to normal year-end audit adjustments and do not reflect year end adjustmentsadjustments required by FAS 123 or FAS 133) applied on a consistent basis throughout the periods covered thereby (except to the extent disclosed thereintherein or required by changes in GAAP) and fairly present in all material respects the consolidated financial position of Atrium Companies, Inc., the Company and its consolidated Subsidiaries at the dates thereof and the consolidated results of the operations of Atrium Companies, Inc., the Company and its consolidated Subsidiaries for the respective periods indicated. (ii) Except as disclosed in SCHEDULE 3.1(f)(iiset forth on Company Disclosure Schedule 3.1(h)(ii), as of the date of this Agreement there is no material liability of any kindliability, whether accrued, absolute, fixed, contingent, contingent or otherwise, of the Company or any of its consolidated Subsidiaries that is not reflected, accrued reflected or reserved against in the Balance Sheet, other than liabilities that are either (A) liabilities incurred in the ordinary course of business and consistent with past practices of the Company since June 30October 31, 1998 2004 (the "“Balance Sheet Date"”), ; (B) any such liability which that would not be required to be presented in audited unaudited interim financial statements of the Company and the notes thereto prepared in conformity with GAAP applied, in a manner consistent with the past practices of Atrium Companies, Inc. relating to preparation of audited financial statements, in the preparation of the Balance Sheet (without regard to the fact that the Balance Sheet is not audited), GAAP; (C) liabilities under this Agreement, and ; or (D) liabilities for fees and expenses incurred in connection with the transactions contemplated in by this Agreement and the other Transaction Documents. Company Disclosure Schedule 3.1(h)(ii) contains a list of all of the Company’s Letters of Credit. (iii) Except as disclosed set forth on Company Disclosure Schedule 3.1(h)(iii), or as provided in SCHEDULE 3.1(f)(iii)or contemplated by this Agreement or the other Transaction Documents, since the Balance Sheet DateDate and prior to the date of this Agreement, the Company and each of its Subsidiaries has have conducted its their respective business only businesses in all material respects in the ordinary course of business and consistent with past practicepractices of the Company. Except as set forth on Company Disclosure Schedule 3.1(h)(iii), since the Balance Sheet Date (A) and nothing prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has occurred acted or failed to act in a manner that would have been prohibited by Section 4.1 if the terms of such section Section had been in effect as of and after the Balance Sheet Date. Since Date and prior to the Balance Sheet Date, date of this Agreement; and (B) there has not occurred, and neither the Company nor any of its Subsidiaries has incurred or suffered, any eventchange, circumstance, effect, event or fact that has resulted in or would reasonably be expected to result in a Material Adverse Effect. (iv) Atrium CompaniesExcept as set forth on Company Disclosure Schedule 3.1(h)(iv), Inc. has not repaid or as provided in or contemplated by this Agreement or the other Transaction Documents, since November 30, 2004: (A) cancelled, waived or released any principal amount rights or claims against, or indebtedness owed by, third parties; (B) made any advances or loans to anyone other than a Subsidiary; (C) cancelled, compromised, waived, or released any right or claim (or series of Indebtedness under related rights and claims) involving more than $100,000 individually or $300,000 in the New Credit Facility aggregate, or outside the ordinary course of business; or (includingD) made any loan to, without limitationor entered into any other transaction with, any renewalof its directors, extensionofficers, refunding, restructuring, replacement or refinancing thereof referred to in the definition thereof) or any other agreements or indentures governing Senior Indebtedness with net proceeds of Asset Dispositions, except to the extent that, in the case of a repayment of revolving credit Indebtedness, the commitment to advance the loans repaid has not been terminated. For the purposes of this Section 3.1(f)(iv), all capitalized terms used in this Section 3.1(f)(iv) shall have the meanings ascribed to them in the Indentureemployees.

Financial Statements; Absence of Certain Changes or Events. (a) The Company was formed solely for the purpose of holding equity interests in Seed Holdings Inc. and activities incidental thereto and except for its ownership of equity interests in Seed Holdings Inc. and activities incidental thereto, the Company has not conducted any business or operations and does not, and never has had, any employees. The Company has furnished or made available to the Parent and MergerCo or its representatives copies of (i) The Company has delivered to Parent truethe audited consolidated balance sheets of Seed Holdings Inc. and its Subsidiaries (except for Sustainable Agrico, complete LLC and accurate copies Xxxxxxx Ltd.) as of the fiscal years ended September 30, 2017, September 30 2018 and September 30, 2019, together with the audited consolidated statements of operations and comprehensive income (loss), cash flows and stockholders’ equity of Seed Holdings Inc. and its Subsidiaries (except for Sustainable Agrico, LLC and Xxxxxxx Ltd.) for the periods then ended, and the related notes thereto (the “Seed Holdings Financial Statements”), and (ii) the preliminary unaudited consolidated balance sheet of Atrium Companies, Inc., Seed Holdings Inc. and its consolidated Subsidiaries as of June September 30, 1998, a copy of which is attached as SCHEDULE 3.1(f)(i) 2020 (the "“Latest Balance Sheet"”), together with the related unaudited consolidated statements of income cash flows and stockholders’ equity of Seed Holdings Inc. and its Subsidiaries for the sixtwelve-month period then ended (such unaudited financial statements are collectively referred to as the "“Interim Financial Statements"” and, together with the Seed Holdings Financial Statements, the “Financial Statements”). The True and correct copies of the Financial Statements were are included in Schedule 4.5(a). Except as set forth on Schedule 4.5(a), the Seed Holdings Financial Statements, together with the notes thereto, have been prepared in accordance with GAAP (except that they do not contain footnotes and do not reflect year end adjustments) in all material respects consistently applied on a consistent basis throughout the periods covered thereby specified therein (except to the extent disclosed thereintherein or required by changes in GAAP) and fairly present in all material respects the consolidated and combined financial position of Atrium Companies, Inc., Seed Holdings Inc. and its Subsidiaries (except for Sustainable Agrico, LLC and Xxxxxxx Ltd.) at the dates thereof and the consolidated and combined results of the operations of Seed Holdings Inc. and its Subsidiaries (except for Sustainable Agrico, LLC and Xxxxxxx Ltd.) for the respective periods indicated in accordance with GAAP. The Interim Financial Statements fairly present in all material respects the consolidated and combined financial position of Seed Holdings Inc. and its Subsidiaries at the dates thereof and the consolidated and combined results of the operations of Atrium Companies, Inc., Seed Holdings Inc. and its consolidated Subsidiaries for the respective periods indicated. (ii) Except as disclosed in SCHEDULE 3.1(f)(ii). Since December 31, 2016, there is has been no material liability change or modification in any accounting principles, policies, methods or practices, including any change or modification with respect to the methodology for recording of any kindrevenue or gross margins or with respect to accounts receivable, inventories or reserves (whether accruedfor bad debt, absolutecontingent liabilities, fixedreserves for sales discounts, contingentallowances, and adjustments, or otherwise, of the Company or any of its Subsidiaries that is not reflected, accrued or reserved against in the Balance Sheet, other than (A) liabilities incurred in the ordinary course of business since June 30, 1998 (the "Balance Sheet Date"), (B) any such liability which would not be required to be presented in audited financial statements of the Company used by Seed Holdings Inc. and the notes thereto prepared in conformity with GAAP applied, in a manner consistent with the past practices of Atrium Companies, Inc. relating to preparation of audited financial statements, its applicable Subsidiaries in the preparation of the Financial Statements and such principles, policies, methods and practices have been consistently applied in the preparation of all of the Financial Statements since such date. The 2020 Audited Financial Statements, together with the notes thereto, will have been prepared in accordance with GAAP in all material respects consistently applied throughout the periods specified therein and will fairly present in all material respects the consolidated and combined financial position of Seed Holdings Inc. and its Subsidiaries at the dates thereof and the consolidated and combined results of the operations of Seed Holdings Inc. and its Subsidiaries for the respective periods indicated in accordance with GAAP. There are no unconsolidated Subsidiaries of the Company within the meaning of GAAP. Seed Holdings Inc. has in place systems and processes (including the maintenance of proper books and records) designed to (i) provide reasonable assurances regarding the reliability of the Financial Statements and (ii) in a timely manner accumulate and communicate to Seed Holdings, Inc.’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in the Financial Statements (such systems and processes are herein referred to as the “Controls”). There have been no instances or allegations of fraud, whether or not material, that occurred during any period covered by the Financial Statements and that involve management or other employees of the Company or its Subsidiaries who have a significant role in the Company’s and its Subsidiaries’ Controls. (b) Neither the Company nor any of the Company Subsidiaries has any debts, liabilities, demands or obligations of any nature (whether known or unknown, accrued or fixed, absolute or contingent, matured or unmatured, known or unknown, determined or determinable, or as a guarantor or otherwise (collectively, “Liabilities”), except such Liabilities (a) as are specifically reflected on, and fully reserved against in, the Latest Balance Sheet, (b) incurred in the Ordinary Course of Business since the date of the Latest Balance Sheet (without regard the “Balance Sheet Date”) and which are, in nature and amount, consistent with those incurred historically and are not material to the fact that Company, individually or in the Balance Sheet is not audited)aggregate, (Cc) liabilities under this Agreement, and (D) liabilities for constituting fees and expenses incurred in connection with the transactions contemplated consummation of the Transaction (solely to the extent they are actually included in the Transaction Documentscalculation of the Final Net Working Capital Adjustment) or (d) in an aggregate amount not greater than $50,000. Except as set forth in Schedule 4.5(b), there is no Indebtedness of the Company or any of its Subsidiaries. (iiic) Except as disclosed provided in SCHEDULE 3.1(f)(iii)or contemplated by this Agreement, since the Balance Sheet DateDate and prior to the date of this Agreement, (x) the Company and each of its Subsidiaries has have conducted its their respective business only businesses in the ordinary course consistent with past practice, and nothing has occurred that would have been prohibited by Section 4.1 if the terms Ordinary Course of such section had been Business in effect as of and after the Balance Sheet Date. Since the Balance Sheet Date, there has not occurred, all material respects and neither the Company nor any of its Subsidiaries has suffered any material loss, damage, destruction or other casualty affecting any material properties or assets, that is not covered by insurance, (y) there has not occurred, and the Company has not incurred or suffered, suffered any event, circumstance, or fact that has resulted in or would reasonably be expected to result in a Material Adverse EffectEffect and (z) neither the Company nor any of its Subsidiaries has taken any action or engaged in any activity that would have been prohibited by Section 6.2 if such action or activity took place during the period between the date hereof and the Closing Date without the consent of the Parent. (iv) Atrium Companies, Inc. has not repaid any principal amount of Indebtedness under the New Credit Facility (including, without limitation, any renewal, extension, refunding, restructuring, replacement or refinancing thereof referred to in the definition thereof) or any other agreements or indentures governing Senior Indebtedness with net proceeds of Asset Dispositions, except to the extent that, in the case of a repayment of revolving credit Indebtedness, the commitment to advance the loans repaid has not been terminated. For the purposes of this Section 3.1(f)(iv), all capitalized terms used in this Section 3.1(f)(iv) shall have the meanings ascribed to them in the Indenture.

Financial Statements; Absence of Certain Changes or Events. (ia) The audited financial statements of the Company has for the years ending December 31, 1999 and 2000 were previously delivered to Parent true, complete and accurate copies of the unaudited consolidated balance sheet of Atrium Companies, Inc., and its consolidated Subsidiaries as of June 30, 1998, a copy of which is attached as SCHEDULE 3.1(f)(i) (the "Balance Sheet"), together with the related unaudited consolidated statements of income for the six-month period then ended (Parent. All such unaudited financial statements are collectively referred to as the "Financial Statements"). The Financial Statements (including, in each case, any related notes or schedules thereto) were prepared in accordance with GAAP (except that they do not contain footnotes and do not reflect year end adjustments) GAAP, applied on a consistent basis throughout and between the periods covered thereby involved (except to as may be indicated therein or in the extent disclosed therein) notes thereto), and fairly present in all material respects the consolidated financial position of Atrium Companies, Inc., and its consolidated Subsidiaries the Company at the respective dates thereof and the consolidated results of the its operations of Atrium Companies, Inc., and its consolidated Subsidiaries cash flows for the respective periods indicated. (b) Since December 31, 2000, (i) the Company has operated its Business in the usual and ordinary course consistent with past practice, has not sold or otherwise disposed of any assets (other than the sale of inventory or collection of receivables in the ordinary course of its business) with an aggregate value of $100,000 or more, and has not declared or paid any dividends or made any other distributions on its capital stock or repurchased or agreed to repurchase any of its capital stock; (ii) Except as disclosed there has been no material adverse change in SCHEDULE 3.1(f)(iithe Business, results of operations, assets (other than any dimunition in value of the Marketable Securities), liabilities, financial condition or prospects of the Company; (iii) the Company has not incurred any material damage, destruction or loss (whether or not covered by insurance) to its owned or leased property or assets; (iv) there is no material liability have not been any amendments or changes in the Articles of any kind, whether accrued, absolute, fixed, contingent, Incorporation or otherwise, Code of Regulations of the Company that were not properly documented in the Company's minute book; (v) no Encumbrance has been created upon property of the Company; (vi) there has not been any change by the Company in its accounting methods, principles or practices; (vii) there has not been any revaluation by the Company of any of its Subsidiaries that is not reflectedassets, accrued including, without limitation, writing down the value of inventory or reserved against writing off notes or accounts receivable other than in the Balance Sheetordinary course of business; and (viii) the Company has not paid or discharged any material lien or liability which was not either shown on its December 31, other than (A) liabilities 2000 balance sheet or incurred in the ordinary course of business since June 30after December 31, 1998 (the "Balance Sheet Date"), (B) any such liability which would not be required to be presented in audited financial statements of the Company and the notes thereto prepared in conformity with GAAP applied, in a manner consistent with the past practices of Atrium Companies, Inc. relating to preparation of audited financial statements, in the preparation of the Balance Sheet (without regard to the fact that the Balance Sheet is not audited), (C) liabilities under this Agreement, and (D) liabilities for fees and expenses incurred in connection with the transactions contemplated in the Transaction Documents2000. (iii) Except as disclosed in SCHEDULE 3.1(f)(iii), since the Balance Sheet Date, the Company and each of its Subsidiaries has conducted its respective business only in the ordinary course consistent with past practice, and nothing has occurred that would have been prohibited by Section 4.1 if the terms of such section had been in effect as of and after the Balance Sheet Date. Since the Balance Sheet Date, there has not occurred, and neither the Company nor any of its Subsidiaries has incurred or suffered, any event, circumstance, or fact that has resulted in or would reasonably be expected to result in a Material Adverse Effect. (iv) Atrium Companies, Inc. has not repaid any principal amount of Indebtedness under the New Credit Facility (including, without limitation, any renewal, extension, refunding, restructuring, replacement or refinancing thereof referred to in the definition thereof) or any other agreements or indentures governing Senior Indebtedness with net proceeds of Asset Dispositions, except to the extent that, in the case of a repayment of revolving credit Indebtedness, the commitment to advance the loans repaid has not been terminated. For the purposes of this Section 3.1(f)(iv), all capitalized terms used in this Section 3.1(f)(iv) shall have the meanings ascribed to them in the Indenture.