Common use of Financial Statements; Absence of Undisclosed Liabilities Clause in Contracts

Financial Statements; Absence of Undisclosed Liabilities. 3.11.1. Acorn's most recent audited financial statements as of and for the period ended December 31, 1998, and Acorn's unaudited balance sheets and income statements dated as of August 31, 1999 (the "Acorn Financial Statements"), are attached as Schedule 3. 11.1 The Acorn Financial Statements have been prepared in accordance with GAAP (without reference to Intek's application thereof), and fairly present, in all Material respects, the financial condition and results of operations of Acorn as of the dates indicated. Without limitation, any reduction in the net book value of Acorn of more than $50,000 is "Material" for purposes of this Section. The August 31, 1999 balance sheet is referred to as the "Balance Sheet" and August 31, 1999 is referred to as the "Balance Sheet Date." The historical books and records of Acorn for the fiscal year period ended December 31, 1998, have been sufficiently prepared to permit the preparation of audited financial statements by Intek after the Closing in accordance with the financial accounting rules applicable in connection with any registered public offering of Intek securities under the Securities Act of 1933, as amended. The books and records of Acorn for the fiscal years ended December 31, 1997 and 1996 have been prepared in all Material respects consistently with the financial accounting rules applied to the Acorn books and records for fiscal year 1998, except that the for the fiscal years 1997 and 1996 the cash basis method of accounting was used. 3.11.2. Except to the extent reflected or reserved against or otherwise disclosed in the Acorn Financial Statements or in Schedule 3.11.2, as of the Balance Sheet Date, Acorn had no liabilities, debts or other obligations of any nature, whether absolute, accrued, contingent or otherwise, or whether due or to become due, including, without limitation, liabilities for Taxes, in excess of $50,000 in any one case or which in the aggregate exceed $100,000. Subsequent to the Balance Sheet Date, Acorn has not incurred any liabilities, debts or obligations other than in the ordinary course of business (and such ordinary course items do not in the aggregate exceed $50,000), except as listed in Schedule 3.11.2, or otherwise disclosed herein including the accounts payable report described below or in the Schedules hereto, and has endeavored to properly record in its books of account all items of income and expense and all other proper charges and accruals required to be made in accordance with GAAP (without reference to Intek's application thereof. Since the Balance Sheet Date, no debts or liabilities of or to Acorn have been forgiven, settled or compromised, except for full consideration or except in the ordinary course of business. To assist in disclosing the status of its debts Acorn has delivered to Intek an accounts payable report, as prepared in the ordinary course of Acorn's business, which report was created not more than five (5) days before the date of this Agreement.

Financial Statements; Absence of Undisclosed Liabilities. 3.11.1. Acorn's most recent audited (a) Schedule 3.6(a) sets forth true, correct and complete copies of the following financial statements regarding the Facilities and the other Acquired Assets: audited balance sheets and statements of income and cash flows for each of the AGR Facilities and Lawrenceburg as of and for the period calendar years ended December 31, 19982014 and December 31, 2015 and Acorn's unaudited balance sheets and statements of income statements dated and cash flows for each of the AGR Facilities and Lawrenceburg as of August 31and for the six months ended June 30, 1999 2016 (collectively, the "Acorn “Financial Statements"”), are attached as Schedule 3. 11.1 . The Acorn Financial Statements have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (without reference except as may be set forth in the notes thereto, and except for the absence of footnotes typically included in audited financial statements in respect of the Financial Statements made for interim periods) and fairly present in all material respects the financial position of each of the AGR Facilities and Lawrenceburg at the respective dates thereof and the results of operations, income, retained earnings and cash flows for each at and for the periods indicated (subject, in the case of Financial Statements for interim periods, to Intek's application thereofnormal year-end adjustments). (b) Except as set forth on Schedule 3.6(b), and fairly present, in all Material respects, the financial condition and results of operations of Acorn as of the dates indicated. Without limitation, any reduction in the net book value of Acorn of more than $50,000 is "Material" for purposes of this Section. The August 31, 1999 balance sheet is referred Closing there are no Assumed Liabilities that would be required by GAAP to as the "Balance Sheet" and August 31, 1999 is referred to as the "Balance Sheet Date." The historical books and records of Acorn for the fiscal year period ended December 31, 1998, have been sufficiently prepared to permit the preparation of audited financial statements by Intek after the Closing in accordance with the financial accounting rules applicable in connection with any registered public offering of Intek securities under the Securities Act of 1933, as amended. The books and records of Acorn for the fiscal years ended December 31, 1997 and 1996 have been prepared in all Material respects consistently with the financial accounting rules applied to the Acorn books and records for fiscal year 1998, except that the for the fiscal years 1997 and 1996 the cash basis method of accounting was used. 3.11.2. Except to the extent be reflected or reserved against on an unaudited balance sheet prepared in accordance with GAAP for any of the AGR Facilities or otherwise disclosed Lawrenceburg, other than (i) Liabilities reflected or reserved against on the balance sheets as of June 30, 2016 included in the Acorn Financial Statements or in Schedule 3.11.2Statements, as of the Balance Sheet Date, Acorn had no liabilities, debts or other obligations of any nature, whether absolute, accrued, contingent or otherwise, or whether due or to become due, including, without limitation, liabilities for Taxes, in excess of $50,000 in any one case or which in the aggregate exceed $100,000. Subsequent to the Balance Sheet Date, Acorn has not (ii) Liabilities incurred any liabilities, debts or obligations other than in the ordinary course of business consistent with past practice since June 30, 2016, (and such ordinary course items do not iii) Liabilities incurred in compliance with the terms of this Agreement or any Assigned Contract, the Shared Contracts or the Specified Material Contracts, or (iv) Liabilities that, in the aggregate exceed $50,000)aggregate, except would not be material to the Acquired Assets, taken as listed in Schedule 3.11.2, or otherwise disclosed herein including the accounts payable report described below or in the Schedules hereto, and has endeavored to properly record in its books of account all items of income and expense and all other proper charges and accruals required to be made in accordance with GAAP (without reference to Intek's application thereof. Since the Balance Sheet Date, no debts or liabilities of or to Acorn have been forgiven, settled or compromised, except for full consideration or except in the ordinary course of business. To assist in disclosing the status of its debts Acorn has delivered to Intek an accounts payable report, as prepared in the ordinary course of Acorn's business, which report was created not more than five (5) days before the date of this Agreementa whole.

Financial Statements; Absence of Undisclosed Liabilities. 3.11.1. Acorn(a) ISG has furnished HomeSeekers with ISG's most recent audited financial statements balance sheets as of December 31, 1997, 1998, and 1999, and the related statements of operations, cash flows and changes in shareholders' equity for each of the years in the three-year period ended December 31, 19981999, together with the notes thereto and the related reports of its independent public accountants, and Acorn's the unaudited balance sheets sheet and income related statements dated as of August 31operations, 1999 cash flows and changes in shareholders' equity for the period ended February 29, 2000 (collectively, the "Acorn ISG Financial Statements"). The ISG Financial Statements, including the notes thereto, (i) are attached as Schedule 3. 11.1 The Acorn Financial Statements in accordance with the respective books of ISG; (ii) have been prepared in accordance with GAAP generally accepted accounting principles consistently applied throughout the periods involved; (without reference to Intek's application thereof), and iii) present fairly present, in all Material respects, the financial condition position of ISG as of the respective dates thereof and the results of operations and cash flows of Acorn as of the dates indicated. Without limitation, any reduction in the net book value of Acorn of more than $50,000 is "Material" for purposes of this Section. The August 31, 1999 balance sheet is referred to as the "Balance Sheet" and August 31, 1999 is referred to as the "Balance Sheet Date." The historical books and records of Acorn ISG for the fiscal respective periods indicated therein; and (iv) do not reflect any material items of nonrecurring income except as stated therein. During the three-year period ended December 31, 19981999, have there has been sufficiently prepared to permit the preparation of audited financial statements by Intek after the Closing no change in accordance with the financial ISG's accounting rules applicable in connection with any registered public offering of Intek securities under the Securities Act of 1933principles, as amended. The books and records of Acorn for the fiscal years ended December 31, 1997 and 1996 have been prepared in all Material respects consistently with the financial accounting rules applied to the Acorn books and records for fiscal year 1998methods or policies, except that as described in the for the fiscal years 1997 and 1996 the cash basis method of accounting was usednotes to ISG Financial Statements. 3.11.2. Except to the extent reflected or reserved against or otherwise disclosed in the Acorn Financial Statements or in Schedule 3.11.2, as of the Balance Sheet Date, Acorn had (b) ISG has no liabilities, debts or other obligations liabilities of any nature, whether accrued, absolute, accrued, contingent or otherwise, or and whether due or to become due, includingwhich were not disclosed or provided for in ISG Financial Statements or the notes thereto other than obligations not required to be disclosed or provided for under generally accepted accounting principles and liabilities incurred since March 31. 2000, without limitation, liabilities for Taxes, in excess of $50,000 in any one case which are not individually or which in the aggregate exceed $100,000aggregate, material to ISG's Business. Subsequent to All reserves set forth on ISG Financial Statements or the Balance Sheet Datenotes thereto were adequate. There are no loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5) which were not adequately provided for in ISG Financial Statements or reflected in the notes thereto. (c) The accounts receivable of ISG shown on the ISG Financial Statements at February 29, Acorn has not incurred any liabilities, debts or obligations other than 2000 are collectible in the ordinary and usual course of business (business, and such ordinary course items do are not subject to any material defense or right of set-off that may be asserted or any material claim of set-off that may be made, other than as reflected in the aggregate exceed $50,000), except as listed in Schedule 3.11.2, or otherwise disclosed herein including allowance for doubtful accounts shown on the accounts payable report described below or balance sheet contained in the Schedules heretoISG Financial Statements at February 29, 2000. The reserve for doubtful accounts is adequate, and has endeavored to properly record in its books the values at which accounts receivable are carried on such February 29, 2000 balance sheet reflect the policies of account all items of income ISG consistent with ISG's past practice and expense and all other proper charges and accruals required to be made are in accordance with GAAP generally accepted accounting principles applied on a consistent basis. (without reference d) ISG makes and keeps accurate books and records reflecting in all material respects its assets and maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed in accordance with management's authorization, (ii) transactions are recorded to Intekpermit preparation of ISG's application thereof. Since financial statements and to maintain accountability in all material respects for the Balance Sheet Dateassets of ISG, no debts or liabilities (iii) access to the assets of or to Acorn have been forgivenISG is permitted only in accordance with management's authorization, settled or compromised, except for full consideration or except in and (iv) the ordinary course recorded accountability of business. To assist in disclosing the status assets of its debts Acorn has delivered to Intek an accounts payable report, as prepared in the ordinary course of Acorn's business, which report was created not more than five (5) days before the date of this AgreementISG is compared with existing assets at reasonable intervals.

Financial Statements; Absence of Undisclosed Liabilities. 3.11.1. Acorn's most recent audited financial statements as (a) Activate has delivered to Loudeye copies of and for the period ended December 31, 1998, and AcornActivate's unaudited consolidated balance sheets and income statements dated sheet as of August 31, 1999 2001 (the "Acorn Financial StatementsAUGUST BALANCE SHEET"), are attached Activate's unaudited consolidated balance sheet as Schedule 3. 11.1 The Acorn Financial Statements have been prepared in accordance of June 30, 2001 and the related unaudited consolidated statements of operations, stockholders' equity and cash flow for the six month period then ended (together with GAAP (without reference to Intek's application thereofthe August Balance Sheet, the "ACTIVATE INTERIM FINANCIALS"), and fairly present, in all Material respects, the financial condition and results of operations of Acorn Activate's audited consolidated balance sheet as of the dates indicated. Without limitationDecember 31, any reduction in the net book value of Acorn of more than $50,000 is "Material" for purposes of this Section. The August 2000 and December 31, 1999 balance sheet is referred to as and the "Balance Sheet" related audited consolidated statements of operations, stockholders' equity and August 31, 1999 is referred to as the "Balance Sheet Date." The historical books and records of Acorn for the fiscal year period ended December 31, 1998, have been sufficiently prepared to permit the preparation of audited financial statements by Intek after the Closing in accordance with the financial accounting rules applicable in connection with any registered public offering of Intek securities under the Securities Act of 1933, as amended. The books and records of Acorn cash flows for the fiscal years ended December 31, 1997 2000, 1999 and 1996 1998 (the "ACTIVATE AUDITED FINANCIALS", collectively with the Activate Interim Financials, the "ACTIVATE FINANCIAL STATEMENTS"). (b) The Activate Financial Statements are in accordance with the books and records of Activate, have been prepared in accordance with GAAP applied on a basis consistent 15 with prior periods and present fairly in all Material respects consistently with material respects, the financial accounting rules applied to condition, results of operations and cash flows of Activate as of their historical dates and for the Acorn books and records for fiscal year 1998periods indicated, except that the for the fiscal years 1997 unaudited interim financial statements were or are subject to normal and 1996 the cash basis method of accounting was usedrecurring year-end adjustments which were not or are not expected to be material in amount and do not include footnotes. 3.11.2. Except to the extent reflected or reserved against or otherwise disclosed in the Acorn Financial Statements or in Schedule 3.11.2, as (c) As of the Balance Sheet Closing Date, Acorn had Activate has no liabilitiesdebt, debts liability, or other obligations obligation of any nature, whether accrued, absolute, accruedcontingent, contingent or otherwise, or and whether due or to become due, includingincluding accrued expenses for payment of royalties and fees to owners of copyrights or other third parties collecting such amounts on behalf of such owners (a "LIABILITY"), without limitation, liabilities for Taxes, in excess of $50,000 in any one case that will not be reflected or which reserved against in the aggregate exceed $100,000. Subsequent to the Final Closing Balance Sheet Date, Acorn has not incurred any liabilities, debts or obligations other than in the ordinary course of business (and such ordinary course items do not in the aggregate exceed $50,000), except as listed in Schedule 3.11.2, or otherwise disclosed herein including the accounts payable report described below or in the Schedules hereto, and has endeavored to properly record in its books of account all items of income and expense and all other proper charges and accruals required to be made in accordance with GAAP (without reference to Intek's application thereof. Since the Balance Sheet Date, no debts or liabilities of or to Acorn have been forgiven, settled or compromisedSheet, except for full consideration or except in the ordinary course of businessthose which are not required by GAAP to be reflected on a balance sheet. To assist in disclosing the status of its debts Acorn has delivered to Intek an accounts payable reportActivate's knowledge, as prepared of the Closing Date, Activate has no material Liabilities that will not be reflected or reserved against on the Final Closing Balance Sheet and that are not set forth in any of the ordinary course of Acorn's business, which report was created not more than five (5) days before the date of this AgreementActivate Disclosure Schedules.

Financial Statements; Absence of Undisclosed Liabilities. 3.11.1. Acorn's most recent audited financial statements (a) IMCO has furnished HomeSeekers with the balance sheets of IMCO as of and for the period ended December October 31, 1997 and 1998, and Acorn's the related statements of operations, cash flows and changes in shareholders' equity for each of the years ended October 31, 1997 and 1998, and the unaudited balance sheets sheet and income related statements dated as of operations, cash flows and changes in shareholders' equity for the ten month period ended August 31, 1999 (collectively, the "Acorn IMCO Financial Statements"). IMCO Financial Statements, are attached as Schedule 3. 11.1 The Acorn Financial Statements including the notes, if any, thereto, (i) have been prepared in accordance with GAAP (without reference to Intek's application thereof)based on, and fairly presentaccurately reflect, the books of IMCO; (ii) have been prepared based on accounting principles consistently applied in all Material respects, material respects through the periods involved; (iii) present fairly the financial condition position of IMCO as of the respective dates thereof and the results of operations and cash flows of Acorn as of the dates indicated. Without limitation, any reduction in the net book value of Acorn of more than $50,000 is "Material" for purposes of this Section. The August 31, 1999 balance sheet is referred to as the "Balance Sheet" and August 31, 1999 is referred to as the "Balance Sheet Date." The historical books and records of Acorn IMCO for the fiscal year respective periods indicated therein. During the eighteen month period ended December October 31, 1998, have there has been sufficiently prepared no change in IMCO's accounting principles, methods or policies, except as described in any notes to permit the preparation of audited financial statements by Intek after the Closing in accordance with the financial accounting rules applicable in connection with any registered public offering of Intek securities under the Securities Act of 1933, as amended. The books IMCO Financial Statements and records of Acorn for the fiscal years ended December 31, 1997 and 1996 have been prepared in all Material respects consistently with the financial accounting rules applied to the Acorn books and records for fiscal year 1998, except that the for unaudited interim financial statements (A) are subject to normal year-end adjustments which are not expected to be material in the fiscal years 1997 aggregate and 1996 the cash basis method of accounting was used(B) do not include footnotes. 3.11.2. (b) Except to the extent reflected or reserved against or otherwise disclosed for obligations incurred in the Acorn Financial Statements ordinary course of business or obligations described in Schedule 3.11.2the REI Disclosure Schedule, as of the Balance Sheet Date, Acorn had neither IMCO nor REI has no liabilities, debts or other obligations liabilities of any nature, whether accrued, absolute, accrued, contingent or otherwise, or and whether due or to become due, includingwhich were not disclosed or provided for in IMCO Financial Statements or the notes thereto other than obligations not required to be disclosed or provided for under generally accepted accounting principles and liabilities incurred since December 31, without limitation1998, liabilities for Taxes, in excess of $50,000 in any one case which are not individually or which in the aggregate exceed $100,000aggregate, material to REI's Business. Subsequent to There are no loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5) which were not adequately provided for in IMCO Financial Statements or reflected in the Balance Sheet Datenotes thereto. (c) To REI and Shareholders' Knowledge, Acorn has not incurred any liabilities, debts or obligations other than the accounts receivable of REI shown on the IMCO Financial Statements at are collectible in the ordinary and usual course of business (business, and such ordinary course items do REI has not been notified of any debtor's intention to assert any defense or right of set-off that may be or any claim of set-off, other than as reflected in the aggregate exceed $50,000), except as listed in Schedule 3.11.2, or otherwise disclosed herein including allowance for doubtful accounts shown on the accounts payable report described below or balance sheet contained in the Schedules heretoIMCO Financial Statements. To REI and Shareholders' Knowledge, the reserve for doubtful accounts is adequate, and has endeavored to properly record the values at which accounts receivable are carried on the IMCO Financial Statements reflect the policies of IMCO and REI consistent with IMCO's past practice are based on accounting principles consistently applied in all material respects. (d) IMCO and REI make and keep accurate books and records reflecting in all material respects its books of account all items of income assets and expense and all other proper charges and accruals required to be made maintain internal accounting controls which provide reasonable assurance that (i) transactions are executed in accordance with GAAP management's authorization, (without reference ii) transactions are recorded to Intekpermit preparation of IMCO and REI's application thereof. Since financial statements and to maintain accountability in all material respects for the Balance Sheet Dateassets of REI, no debts or liabilities and (iii) access to the assets of or to Acorn have been forgiven, settled or compromised, except for full consideration or except REI is permitted only in the ordinary course of business. To assist in disclosing the status of its debts Acorn has delivered to Intek an accounts payable report, as prepared in the ordinary course of Acornaccordance with management's business, which report was created not more than five (5) days before the date of this Agreementauthorization.

Financial Statements; Absence of Undisclosed Liabilities. 3.11.1. Acorn's most recent (a) Set forth in Schedule 3.13(a) are (i) the audited financial statements and accompanying report of independent auditors of each of the Acquired Entities (other than for RSW Class B Holdings, Rattlesnake Wind I Holdings LLC, Rattlesnake Project Company, PB Expansion Class B Holdings, Prairie Breeze II Holdings LLC, Prairie Breeze II Project Company and Prairie Breeze III Project Company) as of and for the period ended ending December 31, 19982014, and Acorn's unaudited balance sheets and income statements dated which present fairly in all material respects the financial position of each Acquired Entities as of August the date of such financial statements in conformity with GAAP and (ii) the unaudited financial statements of each of the Acquired Entities, as of and for the period ending March 31, 1999 (the "Acorn Financial Statements")2015, are attached as Schedule 3. 11.1 The Acorn Financial Statements have been prepared in accordance with GAAP (without reference to Intek's application thereof), and which present fairly present, in all Material material respects, the financial condition and results position of operations of Acorn the Acquired Entities as of the dates indicated. Without limitation, any reduction in the net book value date of Acorn of more than $50,000 is "Material" for purposes of this Section. The August 31, 1999 balance sheet is referred to as the "Balance Sheet" and August 31, 1999 is referred to as the "Balance Sheet Date." The historical books and records of Acorn for the fiscal year period ended December 31, 1998, have been sufficiently prepared to permit the preparation of audited such unaudited financial statements by Intek after in conformity with GAAP (subject to customary year-end adjustments and the Closing in accordance with notes related to such audits) (collectively, the financial accounting rules applicable in connection with any registered public offering of Intek securities under the Securities Act of 1933, as amended. The books and records of Acorn for the fiscal years ended December 31, 1997 and 1996 have been prepared in all Material respects consistently with the financial accounting rules applied to the Acorn books and records for fiscal year 1998, except that the for the fiscal years 1997 and 1996 the cash basis method of accounting was used“Financial Statements”). 3.11.2. Except to the extent (b) The Acquired Entities do not have any Liabilities except (i) as set forth in Schedule 3.13(b), (ii) as reflected or reserved against or otherwise disclosed in the Acorn Financial Statements or set forth in Schedule 3.11.2, as of the Balance Sheet Date, Acorn had no liabilities, debts or other obligations of any nature, whether absolute, accrued, contingent or otherwise, or whether due or to become due, including, without limitation, liabilities for Taxes, in excess of $50,000 in any one case or which in the aggregate exceed $100,000. Subsequent to the Balance Sheet Date, Acorn has not a note thereto; (iii) incurred any liabilities, debts or obligations other than in the ordinary course of business since the date of the Financial Statements (and such ordinary course items do not in the aggregate exceed $50,000none of which is a Liability for breach of contract, breach of warranty, tort, infringement, violation of Law, claim or lawsuit), except as listed in Schedule 3.11.2, or otherwise disclosed herein including (iv) with respect to the accounts payable report described below performance (but not the breach) of any Acquired Entity Contract or in the Schedules hereto, any Contract which does not constitute an Acquired Entity Contract and has endeavored to properly record in its books of account all items of income and expense and all other proper charges and accruals required to be made in accordance with GAAP (without reference to Intek's application thereof. Since the Balance Sheet Date, no debts or liabilities of or to Acorn have been forgiven, settled or compromised, except for full consideration or except which is entered into in the ordinary course of business. To assist . (c) Except for the distributions to Seller set forth in disclosing Schedule 3.13(c), since March 31, 2015, none of the status Acquired Entities has paid any distributions, dividends, repurchase, redemption or similar payments to (i) Seller or any Affiliates of its debts Acorn has delivered to Intek an accounts payable report, Seller (other than between Acquired Entities and for such distributions and dividends of amounts received by any Acquired Entity in accordance with the terms of the Tax Equity Documents) or (ii) any other Person except as prepared required in accordance with the ordinary course terms of Acorn's business, which report was created not more than five (5) days before the date of this AgreementFinancing Documents and Tax Equity Documents.

Financial Statements; Absence of Undisclosed Liabilities. 3.11.1. Acorn's most recent audited (a) Pxxxx and the Stockholder have delivered to ELC and Acquisition the following financial statements: (i) Pxxxx’x unaudited annual statements as of income and cash flows for the period fiscal year ended December 31, 19982005 and the audited balance sheets as at December 31, 2004 and 2005 (the “Annual Financial Statements”); and (ii) Pxxxx’x unaudited statements of income and cash flows for the most recently ended calendar quarter and year-to-date, and Acorn's the related unaudited balance sheets sheet as at the last calendar day of such calendar quarter and income statements dated as of August 31, 1999 the then-current date (the "Acorn “Interim Financial Statements"”), are attached as Schedule 3. 11.1 The Acorn Financial Statements . All such financial statements have been prepared by Pxxxx in accordance with GAAP (without reference to Intek's application thereof), its books of account and fairly present, in all Material respects, financial records. Such financial statements present the financial condition and the results of operations of Acorn Pxxxx as of at the respective dates indicated. Without limitation, any reduction in thereof and for the net book value of Acorn of more than $50,000 is "Material" for purposes of this Section. The August 31, 1999 balance sheet is periods referred to as the "Balance Sheet" and August 31, 1999 is referred to as the "Balance Sheet Date." The historical books and records of Acorn for the fiscal year period ended December 31, 1998, have been sufficiently prepared to permit the preparation of audited in such financial statements by Intek after the Closing in accordance with the financial accounting rules applicable in connection with any registered public offering of Intek securities under the Securities Act of 1933, as amended. The books and records of Acorn for the fiscal years ended December 31, 1997 and 1996 have been prepared in all Material respects consistently with the financial accounting rules applied to the Acorn books and records for fiscal year 1998statements, except that the for the fiscal years 1997 Interim Financial Statements omit footnote disclosure and 1996 the cash are subject to normal year-end adjustments, and except that such financial statements have been prepared on a tax basis method of and may have items that are not in accordance with generally accepted accounting was usedprinciples. 3.11.2. Except to (b) Pxxxx has no material liabilities which are not reflected as accruals on the extent reflected or reserved against or otherwise disclosed balance sheet as of March 31, 2006 which is part of the Interim Financial Statements (the “March 31 Balance Sheet”), other than (i) ordinary course liabilities for wages and benefits, trade payables, utilities and similar items incurred in the Acorn Financial Statements or in Schedule 3.11.2, as ordinary course of the Balance Sheet DateBusiness (none of which are for torts or breach of contract or product liability claims) incurred since Mxxxx 00, Acorn had no liabilities0000, debts (xx) liabilities under any agreements, contracts, commitments, licenses or other obligations of any nature, whether absolute, accrued, contingent or otherwise, or whether due or to become due, including, without limitation, liabilities for Taxes, in excess of $50,000 in any one case or leases which in the aggregate exceed $100,000. Subsequent to the Balance Sheet Date, Acorn has not incurred any liabilities, debts or obligations other than have arisen in the ordinary course of business (and such ordinary course items do not in the aggregate exceed $50,000none of which relates to a material breach of contract or any tort claim), except as listed in Schedule 3.11.2(iii) liabilities for taxes for the period after March 31, or otherwise disclosed herein including the accounts payable report described below or in the Schedules hereto2006, and has endeavored (iv) items which are described on Schedule 4.3 attached hereto or any other Schedule to properly record in its books this Agreement. Notwithstanding the foregoing, this Section 4.3(b) shall not be deemed a representation and warranty with respect to the absence of account all items of income and expense and all other proper charges and accruals liabilities that would be required to be made in accordance with GAAP (without reference disclosed to Intek's application thereof. Since the Balance Sheet Date, no debts or liabilities of or ELC pursuant to Acorn have been forgiven, settled or compromised, except for full consideration or except in the ordinary course of business. To assist in disclosing the status of its debts Acorn has delivered to Intek an accounts payable report, as prepared in the ordinary course of Acorn's business, which report was created not more than five (5) days before the date any other section of this Agreement, it being understood and agreed that the specific representations and warranties applicable to any liabilities under another section of this Agreement, including, without limitation, any “knowledge” or “materiality” qualifiers, are intended to be the only representations and warranties made with respect to any such liabilities.

Financial Statements; Absence of Undisclosed Liabilities. 3.11.1. Acorn's most recent audited financial statements as of and for the period ended December 31, 1998, and Acorn's unaudited balance sheets and income statements dated as of August 31, 1999 (the "Acorn Financial Statements"), are attached as Schedule 3. 11.1 The Acorn Financial Statements have been prepared in accordance with GAAP (without reference to IntekEtinuum's application thereof), and fairly present, in all Material respects, the financial condition and results of operations of Acorn as of the dates indicated. Without limitation, any reduction in the net book value of Acorn of more than $50,000 is "Material" for purposes of this Section. The August 31, 1999 balance sheet is referred to as the "Balance Sheet" and August 31, 1999 is referred to as the "Balance Sheet Date." The historical books and records of Acorn for the fiscal year period ended December 31, 1998, have been sufficiently prepared to permit the preparation of audited financial statements by Intek Etinuum after the Closing in accordance with the financial accounting rules applicable in connection with any registered public offering of Intek Etinuum securities under the Securities Act of 1933, as amended. The books and records of Acorn for the fiscal years ended December 31, 1997 and 1996 have been prepared in all Material respects consistently with the financial accounting rules applied to the Acorn books and records for fiscal year 1998, except that the for the fiscal years 1997 and 1996 the cash basis method of accounting was used. 3.11.2. Except to the extent reflected or reserved against or otherwise disclosed in the Acorn Financial Statements or in Schedule 3.11.2, as of the Balance Sheet Date, Acorn had no liabilities, debts or other obligations of any nature, whether absolute, accrued, contingent or otherwise, or whether due or to become due, including, without limitation, liabilities for Taxes, in excess of $50,000 in any one case or which in the aggregate exceed $100,000. Subsequent to the Balance Sheet Date, Acorn has not incurred any liabilities, debts or obligations other than in the ordinary course of business (and such ordinary course items do not in the aggregate exceed $50,000), except as listed in Schedule 3.11.2, or otherwise disclosed herein including the accounts payable report described below or in the Schedules hereto, and has endeavored to properly record in its books of account all items of income and expense and all other proper charges and accruals required to be made in accordance with GAAP (without reference to IntekEtinuum's application thereof. Since the Balance Sheet Date, no debts or liabilities of or to Acorn have been forgiven, settled or compromised, except for full consideration or except in the ordinary course of business. To assist in disclosing the status of its debts Acorn has delivered to Intek Etinuum an accounts payable report, as prepared in the ordinary course of Acorn's business, which report was created not more than five (5) days before the date of this Agreement. The parties recognize that in the ordinary course of business invoices arrive at various times.

Financial Statements; Absence of Undisclosed Liabilities. 3.11.1. Acorn's most recent audited financial statements (a) Section 3.6(a) of the Seller Disclosure Schedules sets forth complete copies of (i) unaudited income statement information of the Business for the fiscal years ended April 30, 2022 and April 30, 2021 and the six months ended October 31, 2022and (ii) unaudited balance sheet information of the Business as of April 30, 2022, April 30, 2021 and for the period ended December October 31, 19982022 (collectively, and Acorn's unaudited balance sheets and income statements dated as of August 31together with any notes thereto, 1999 (the "Acorn “Business Financial Statements"Information”), are attached as Schedule 3. 11.1 (b) The Acorn Business Financial Statements have Information has been prepared in accordance with GAAP (without reference to Intek's application thereof), the Transaction Accounting Principles and fairly present, presents in all Material respectsmaterial respects (A) the assets, the liabilities and financial condition of the Business as of the dates therein specified and (B) the results of operations of Acorn the Business for the periods indicated; provided that the Business Financial Information does not include footnote disclosure which, if provided, would not be material individually or in the aggregate to the Business; provided, further, that the Business Financial Information and the foregoing representations and warranties are qualified by the fact that the Business has not operated as a separate standalone entity and has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis. (c) The Business does not have any Liabilities that would be required by GAAP to be reflected on a balance sheet of the dates indicated. Without limitation, any reduction Business or to be disclosed in the net book value of Acorn of more notes thereto, other than $50,000 is "Material" for purposes of this Section. The August 31, 1999 balance sheet is referred to as the "Balance Sheet" and August 31, 1999 is referred to as the "Balance Sheet Date." The historical books and records of Acorn for the fiscal year period ended December 31, 1998, have been sufficiently prepared to permit the preparation of audited financial statements by Intek after the Closing in accordance with the financial accounting rules applicable in connection with any registered public offering of Intek securities under the Securities Act of 1933, as amended. The books and records of Acorn for the fiscal years ended December 31, 1997 and 1996 have been prepared in all Material respects consistently with the financial accounting rules applied to the Acorn books and records for fiscal year 1998, except that the for the fiscal years 1997 and 1996 the cash basis method of accounting was used. 3.11.2. Except to the extent Liabilities that: (i) are reflected or reserved against or otherwise disclosed in the Acorn most recent balance sheet included in the Business Financial Statements or in Schedule 3.11.2, Information as of April 30, 2022 (the “Balance Sheet Date”), (ii) were incurred since the Balance Sheet Date, Acorn had no liabilities, debts or other obligations of any nature, whether absolute, accrued, contingent or otherwise, or whether due or to become due, including, without limitation, liabilities for Taxes, in excess of $50,000 in any one case or which Date in the aggregate exceed $100,000Ordinary Course of Business, (iii) are Retained Liabilities, (iv) are permitted or contemplated by this Agreement or the other Transaction Documents or disclosed in Section 3.6(c) of the Seller Disclosure Schedules or (v) would not have a Business Material Adverse Effect. Subsequent Without limiting the generality of the foregoing, there are no amounts due and owing under the Business Guarantees, nor will any such amounts become payable with respect to events occurring prior to the Balance Sheet Date, Acorn has not incurred any liabilities, debts or obligations other than in Effective Time. (d) Seller maintains a system of internal controls over financial reporting designed to provide reasonable assurance regarding the ordinary course reliability of business (financial reporting and such ordinary course items do not in the aggregate exceed $50,000), except as listed in Schedule 3.11.2, or otherwise disclosed herein including the accounts payable report described below or in the Schedules hereto, and has endeavored to properly record in its books preparation of account all items of income and expense and all other proper charges and accruals required to be made financial statements for external purposes in accordance with GAAP (without reference GAAP, in each case, with respect to Intek's application thereofthe Business, taken as a whole. Since April 30, 2019, neither Seller nor any of the Balance Sheet Date, no debts Seller Entities has identified or liabilities been made aware of any material illegal act or fraud related to Acorn have been forgiven, settled or compromised, except for full consideration or except in the ordinary course of business. To assist in disclosing the status of its debts Acorn has delivered to Intek an accounts payable report, as prepared in the ordinary course of Acorn's business, which report was created not more than five (5) days before the date of this AgreementBusiness.

Financial Statements; Absence of Undisclosed Liabilities. 3.11.1. Acorn's most recent audited financial statements (a) The Shareholders have furnished XxxxXxxxxxx.xxx with the balance sheets of HPI as of and for the period ended December 31, 1994, 1995, 1996, 1997 and 1998, and Acorn's unaudited balance sheets and the related income statements dated as of August 31, 1999 (the "Acorn Financial Statements"), are attached as Schedule 3. 11.1 The Acorn Financial Statements have been prepared in accordance with GAAP (without reference to Intek's application thereof), and fairly present, in all Material respects, the financial condition and results of operations of Acorn as for each of the dates indicated. Without limitation, any reduction years in the net book value of Acorn of more than $50,000 is "Material" for purposes of this Section. The August 31, 1999 balance sheet is referred to as the "Balance Sheet" and August 31, 1999 is referred to as the "Balance Sheet Date." The historical books and records of Acorn for the fiscal five-year period ended December 31, 1998, have been sufficiently prepared to permit together with the preparation related reports of audited financial statements by Intek after its independent public accountants, and the Closing unaudited balance sheet and related income statement for the three month period ended March 31, 1999 (collectively, the "HPI Financial Statements"). HPI Financial Statements (i) are in accordance with the respective books of HPI; (ii) have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved; (iii) present fairly the consolidated financial accounting rules applicable in connection with any registered public offering position of Intek securities under HPI as of the Securities Act respective dates thereof and the results of 1933, as amended. The books and records operations of Acorn HPI for the fiscal years respective periods indicated therein; and (iv) do not reflect any material items of nonrecurring income except as stated therein. During the three-year period ended December 31, 1997 and 1996 have been prepared in all Material respects consistently with the financial accounting rules applied to the Acorn books and records for fiscal year 1998, there has been no change in HPI's accounting principles, methods or policies, except as described in the notes to HPI Financial Statements and except that the for unaudited interim financial statements (A) are subject to normal year-end audit adjustments which are not expected to be material in the fiscal years 1997 aggregate and 1996 the cash basis method of accounting was used(B) do not include footnotes. 3.11.2. (b) Except to for a claim for certain state sales and/or use tax (the extent reflected or reserved against or otherwise disclosed "Sales Tax Claim") by the Indiana Department of Revenue (the "Department"), which is described in the Acorn Financial Statements or in Schedule 3.11.2Exhibit 4.10, as of the Balance Sheet Date, Acorn had HPI has no liabilities, debts or other obligations liabilities of any nature, whether accrued, absolute, accrued, contingent or otherwise, or and whether due or to become due, includingwhich were not disclosed or provided for in HPI Financial Statements or the notes thereto other than obligations not required to be disclosed or provided for under generally accepted accounting principles and liabilities incurred since December 31, without limitation1998, liabilities for Taxes, in excess of $50,000 in any one case which are not individually or which in the aggregate exceed $100,000aggregate, material to HPI's Business. Subsequent to Except as respects the Balance Sheet DateSales Tax Claim, Acorn has all reserves set forth on HPI Financial Statements or the notes thereto were adequate and there are no loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5) which were not incurred any liabilitiesadequately provided for in HPI Financial Statements or reflected in the notes thereto. (c) The accounts receivable of HPI shown on the HPI Financial Statements at December 31, debts or obligations other than 1998 are collectible in the ordinary and usual course of business (business, and such ordinary course items do are not subject to any defense or right of set-off that may be asserted or any claim of set-off that may be made, other than as reflected in the aggregate exceed $50,000), except as listed in Schedule 3.11.2, or otherwise disclosed herein including allowance for doubtful accounts shown on the accounts payable report described below or balance sheet contained in the Schedules heretoHPI Financial Statements at December 31, 1998. The reserve for doubtful accounts is adequate, and has endeavored to properly record in its books the values at which accounts receivable are carried on such December 31, 1998 balance sheet reflect the policies of account all items of income HPI consistent with HPI's past practice and expense and all other proper charges and accruals required to be made are in accordance with GAAP generally accepted accounting principles applied on a consistent basis. (without reference d) HPI makes and keeps accurate books and records reflecting in all material respects its assets and maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed in accordance with management's authorization, (ii) transactions are recorded to Intekpermit preparation of HPI's application thereof. Since financial statements and to maintain accountability in all material respects for the Balance Sheet Dateassets of HPI, no debts or liabilities (iii) access to the assets of or to Acorn have been forgivenHPI are permitted only in accordance with management's authorization, settled or compromised, except for full consideration or except in and (iv) the ordinary course recorded accountability of business. To assist in disclosing the status assets of its debts Acorn has delivered to Intek an accounts payable report, as prepared in the ordinary course of Acorn's business, which report was created not more than five (5) days before the date of this AgreementHPI is compared with existing assets at reasonable intervals.

Financial Statements; Absence of Undisclosed Liabilities. 3.11.1. AcornXxxxx's most recent audited financial statements as of and for the period ended December 31, 1998, and Acorn's unaudited balance sheets and income statements dated as of August 31, 1999 (the "Acorn Financial Statements"), are attached as Schedule 3. 11.1 The Acorn Financial Statements have been prepared in accordance with GAAP (without reference to Intek's application thereof), and fairly present, in all Material respects, the financial condition and results of operations of Acorn as of the dates indicated. Without limitation, any reduction in the net book value of Acorn of more than $50,000 is "Material" for purposes of this Section. The August 31, 1999 balance sheet is referred to as the "Balance Sheet" and August 31, 1999 is referred to as the "Balance Sheet Date." The historical books and records of Acorn for the fiscal year period ended December 31, 1998, have been sufficiently prepared to permit the preparation of audited financial statements by Intek after the Closing in accordance with the financial accounting rules applicable in connection with any registered public offering of Intek securities under the Securities Act of 1933, as amended. The books and records of Acorn for the fiscal years ended December 31, 1997 and 1996 have been prepared in all Material respects consistently with the financial accounting rules applied to the Acorn books and records for fiscal year 1998, except that the for the fiscal years 1997 and 1996 the cash basis method of accounting was used. 3.11.2. Except to the extent reflected or reserved against or otherwise disclosed in the Acorn Financial Statements or in Schedule 3.11.2, as of the Balance Sheet Date, Acorn had no liabilities, debts or other obligations of any nature, whether absolute, accrued, contingent or otherwise, or whether due or to become due, including, without limitation, liabilities for Taxes, in excess of $50,000 in any one case or which in the aggregate exceed $100,000. Subsequent to the Balance Sheet Date, Acorn has not incurred any liabilities, debts or obligations other than in the ordinary course of business (and such ordinary course items do not in the aggregate exceed $50,000), except as listed in Schedule 3.11.2, or otherwise disclosed herein including the accounts payable report described below or in the Schedules hereto, and has endeavored to properly record in its books of account all items of income and expense and all other proper charges and accruals required to be made in accordance with GAAP (without reference to Intek's application thereof. Since the Balance Sheet Date, no debts or liabilities of or to Acorn have been forgiven, settled or compromised, except for full consideration or except in the ordinary course of business. To assist in disclosing the status of its debts Acorn has delivered to Intek an accounts payable report, as prepared in the ordinary course of Acorn's business, which report was created not more than five (5) days before the date of this Agreement.

Financial Statements; Absence of Undisclosed Liabilities. 3.11.12.11.1. Acorn's most recent audited financial statements as of and for the period ended December 31, 1998, and AcornProtocall's unaudited balance sheets and income statements dated as of August July 31, 1999 1995, July 31, 1996 and November 30, 1996, and Protocall's unaudited statements of operations for the fiscal year ended July 31, 1996 and four- month period ended November 30, 1996 (the "Acorn Protocall Financial Statements"), ) are attached as Schedule 32. 11.1 The Acorn Protocall Financial Statements have been prepared in accordance with GAAP generally accepted accounting principles (without reference to Intek's application thereof"GAAP") (except for the absence of notes, or in the case of the statements for the period ended November 30, 1996, normal year end adjustments), and . The Protocall Financial Statements fairly present, in all Material respects, the financial condition and results of operations of Acorn Protocall as of the dates indicated. Without limitationThe November 30, any reduction in the net book value of Acorn of more than $50,000 is "Material" for purposes of this Section. The August 31, 1999 1996 balance sheet is referred to as the "Balance Sheet" and August 31November 30, 1999 1996 is referred to as the "Balance Sheet Date." The historical books and records of Acorn for the fiscal year period ended December 31, 1998, have been sufficiently prepared to permit the preparation of audited financial statements by Intek after the Closing in accordance with the financial accounting rules applicable in connection with any registered public offering of Intek securities under the Securities Act of 1933, as amended. The books and records of Acorn for the fiscal years ended December 31, 1997 and 1996 have been prepared in all Material respects consistently with the financial accounting rules applied to the Acorn books and records for fiscal year 1998, except that the for the fiscal years 1997 and 1996 the cash basis method of accounting was used." 3.11.22.11.2. Except to the extent reflected or reserved against or otherwise disclosed in the Acorn Protocall Financial Statements Statements, in another Schedule hereto as cross-referenced in Schedule 2.11.2, or in Schedule 3.11.22.11.2, as of the Balance Sheet Date, Acorn Protocall had no liabilities, debts or other obligations of any nature, whether absolute, accrued, contingent or otherwise, or whether due or to become due, including, without limitation, liabilities for Taxes, in excess of $50,000 15,000 in any one case or which in the aggregate exceed $100,000are Material. Subsequent to the Balance Sheet Date, Acorn Protocall has not incurred any liabilities, debts or obligations other than in the ordinary course of business (and such ordinary course items do not in the aggregate exceed $50,000100,000), except as listed in Schedule 3.11.22.11.2, or otherwise disclosed herein including the accounts payable report payables run described below or in the Schedules hereto, and has endeavored to properly record in its books of account all items of income and expense and all other proper charges and accruals required to be made in accordance with GAAP (without reference to Intek's application thereofGAAP. Since the Balance Sheet Date, no debts or liabilities of or to Acorn Protocall have been forgiven, settled or compromised, except for full consideration or except in the ordinary course of business. To assist in disclosing the status of its debts Acorn Protocall has delivered to Intek an accounts payable reportrun off Protocall's computer, as prepared in the ordinary course of AcornProtocall's business, which report was created run occurred not more than five (5) days before the date of this Agreement. The parties recognize that in the ordinary course of business invoices arrive at various times.

Financial Statements; Absence of Undisclosed Liabilities. 3.11.1. Acorn's most recent (a) The following have been or will be prepared from the books and records of Seller (a) the audited financial consolidated balance sheets and income statements of Seller as of and for the period ended December 31, 19982005 and December 31, 2006 and Acorn's the unaudited balance sheets and income statements dated specific to the Hospital as of August December 31, 1999 2005 and December 31, 2006 (the "Acorn “Annual Financials”), and (b) the unaudited consolidated balance sheet and income statement of Seller and the unaudited balance sheet and income statement specific to the Hospital as of December 31, 2007 (the (“Interim Financials”) (the Annual Financials and the Interim Financials are referred to herein as the “Financial Statements"”), . The Annual Financials and the Interim Financials are attached as Schedule 3. 11.1 3.9(a) and 3.9(b). The Acorn Financial Statements fairly present, in all material respects, the financial position and results of operations, as applicable, of Seller as of and for the periods then ended. The Annual Financials have been prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied during such periods. The Interim Financials have been prepared in accordance with GAAP applicable to unaudited interim financial statements (without reference and thus may not contain all notes and may not contain prior period comparative data which are required to Intek's application thereof), and fairly present, be prepared in all Material respects, the financial condition and results of operations of Acorn as of the dates indicated. Without limitation, any reduction in the net book value of Acorn of more than $50,000 accordance with GAAP) on a basis that is "Material" for purposes of this Section. The August 31, 1999 balance sheet is referred to as the "Balance Sheet" and August 31, 1999 is referred to as the "Balance Sheet Date." The historical books and records of Acorn for the fiscal year period ended December 31, 1998, have been sufficiently prepared to permit consistent with the preparation of audited financial statements by Intek after the Closing in accordance with the financial accounting rules applicable in connection with any registered public offering of Intek securities under the Securities Act of 1933Annual Financials, as amended. The books and records of Acorn for the fiscal years ended December 31, 1997 and 1996 have been prepared in all Material respects consistently with the financial accounting rules applied subject to the Acorn books absence of footnote disclosures and records for fiscal year 1998normal year-end adjustments (which will not be material, except that individually or in the for the fiscal years 1997 and 1996 the cash basis method of accounting was usedaggregate). 3.11.2. (a) Except as set forth on Schedule 3.9(c) and except as and to the extent reflected accrued or reserved against or otherwise for and disclosed in the Acorn Financial Statements or in Schedule 3.11.2Statements, as of the Balance Sheet Date, Acorn had Seller has no liabilities, debts or other obligations of any nature, whether absolute, accrued, contingent or otherwise, or whether due or to become due, including, without limitation, liabilities for Taxes, in excess of $50,000 in any one case or which in the aggregate exceed $100,000. Subsequent to the Balance Sheet Date, Acorn has not incurred any liabilities, debts or obligations other than those incurred in the ordinary course of business (and such ordinary course items do not in the aggregate exceed $50,000), except as listed in Schedule 3.11.2, or otherwise disclosed herein including the accounts payable report described below or in the Schedules hereto, and has endeavored to properly record in its books of account all items of income and expense and all other proper charges and accruals required to be made in accordance with GAAP (without reference to Intek's application thereof. Since the Balance Sheet Date, no debts or liabilities of or to Acorn have been forgiven, settled or compromised, except for full consideration or except in the ordinary course of business. To assist in disclosing the status of its debts Acorn has delivered to Intek an accounts payable report, as prepared in the ordinary course of Acorn's business, which report was created not more than five (5) days before since the date of this Agreementthe Interim Financials, and not exceeding Ten Thousand Dollars ($10,000) (excluding liabilities for breach of contract, tort or infringement). Seller is not a guarantor or otherwise responsible for any liability or obligation (including indebtedness) of any other Person.