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 (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 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(a) Target has delivered to Acquiror copies of Target's most recent audited financial statements unaudited balance sheet as of April 30, 1998 (the "MOST RECENT BALANCE SHEET") and unaudited statements of operations, stockholders' deficit and cash flow for the four-month period then-ended and for the period from inception (August 31, 1995) to April 30, 1998 (together with the Most Recent Balance Sheet, the "TARGET INTERIM UNAUDITED FINANCIALS") and the audited balance sheets as of December 31, 1996 and 1997 and the related statements of operations, stockholders' equity (deficit) and cash flows for the years ended December 31, 1998, 1996 and Acorn's unaudited balance sheets 1997 and income statements dated as of for the period from inception (August 31, 1999 1995) to December 31, 1997, as audited by Xxxxxx Xxxxxxxx LLP, together with the report of Xxxxxx Xxxxxxxx LLP thereon (collectively with the Target Interim Unaudited Financials, the "Acorn Financial StatementsTARGET FINANCIAL STATEMENTS"), are attached as Schedule 3. 11.1 (b) The Acorn Target Financial Statements are complete and in accordance with the books and records of Target and present fairly in all material respects the financial position, results of operations and cash flows of Target as of their historical dates and for the periods indicated, except that the Target Interim Unaudited Financials are subject to normal and reasonable year-end adjustments and do not include footnotes. The Target Financial Statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a basis consistent with prior periods (without reference to Intek's application thereof), and fairly present, in all Material respects, except as may be expressly indicated therein or on the financial condition and results of operations of Acorn as face 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 schedules or notes 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 usedsuch Target Financial Statements). 3.11.2. Except to the extent reflected (c) Target has no material debt, liability, 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 obligation of any nature, whether accrued, absolute, accruedcontingent, contingent or otherwise, or and whether due or to become due, including, without limitation, liabilities for Taxes, in excess of $50,000 in any one case that is not reflected or which reserved against in the aggregate exceed $100,000Most Recent Balance Sheet, except for those that may have been incurred after the date of the Most Recent Balance Sheet. Subsequent to Except as set forth on the Target Disclosure Schedule, all debts, liabilities, and obligations incurred after the date of the Most Recent Balance Sheet Date, Acorn has not were 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 10,000 on 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 Agreementindividual basis.

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 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'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 (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 (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.

Financial Statements; Absence of Undisclosed Liabilities. 3.11.1. Acorn's most recent (a) The Target Companies have made available to the Buyer the following: (i) the consolidated audited financial balance sheet and related consolidated audited income statements, statements as of cash flows and statements of changes in members’ equity of: (A) the Target Companies (other than the EPIC Propane Entities) 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 2023; and 1996 have been prepared (B) the EPIC Propane Entities for years ended December 31, 2023 (collectively, the “Audited Financial Statements”); and (ii) the unaudited balance sheet and related unaudited income statements, statements of cash flows, and statements of changes in members’ equity of the Target Companies for the three-month and nine-month period ended September 30, 2024 (the “Balance Sheet Date”, and such unaudited financial statements, collectively, the “Unaudited Financial Statements”). The Audited Financial Statements and the Unaudited Financial Statements are referred to in this Agreement, collectively, as the “Financial Statements.” (b) The Financial Statements (including any related notes and schedules) fairly present in all Material material respects consistently with the financial accounting rules applied position of the applicable Target Companies, as of the date of such Financial Statements, in each case in accordance with GAAP. Each of the income statements, statements of cash flows and statements of changes in members’ equity included in the Financial Statements (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows and changes in members’ equity, as the case may be, of the applicable Target Companies for the periods set forth in the Financial Statements, in each case in accordance with GAAP and except: in the case of the Unaudited Financial Statements: (i) to normal year-end adjustments; and (ii) for the absence of notes or other textual disclosures required under GAAP that are not individually or in the aggregate, material. (c) Other than with respect to the Acorn books and records for fiscal year 1998matters set forth on Schedule 4.9(c), except there are no Liabilities of the Target Companies that the for the fiscal years 1997 and 1996 the cash basis method of accounting was used. 3.11.2. Except to the extent are not specifically reflected or reserved against or otherwise disclosed in the Acorn Unaudited 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 incurred any liabilities, debts or obligations other than Liabilities: (i) not required to be presented in unaudited financial statements prepared in conformity with GAAP; (ii) that are current Liabilities incurred in the ordinary course of business consistent with past practice of the Target Companies since the Balance Sheet Date; (and such ordinary course items do not in the aggregate exceed $50,000)iii) that, except as listed in Schedule 3.11.2, or otherwise disclosed herein including the accounts payable report described below individually or in the Schedules heretoaggregate, are not 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 would not reasonably be expected to be made material to the Target Companies, taken as a whole; (iv) arising after the Execution Date in connection with the Transactions; or (v) for Transaction Expenses. (d) The Target Companies maintain systems of internal accounting controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes 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 Agreementall material respects.

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.