Common use of Financial Statements and Condition Clause in Contracts

Financial Statements and Condition. True, correct and complete copies of unaudited combined carve-out statements of operations and net assets of the Acquired Companies taken as a whole, as of December 31, 2021 and December 31, 2022, and the interim unaudited combined carve-out statements of operations and net assets for the six (6) months ended June 30, 2023 (the “Interim Financial Statements”) have been made available to Purchasers (collectively, the “Financial Statements”). Except as set forth in the notes thereto, all Financial Statements were prepared from the applicable books and records of the Acquired Companies on a consistent basis using the Accounting Principles and fairly present in all material respects the financial condition and results of operations of each Acquired Company and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject to normally recurring year-end audit adjustments and the absence of footnotes thereto, which, in each case, shall not be material in the aggregate. The Acquired Companies’ system of internal controls over financial reporting is designed to provide reasonable assurance in all material respects that transactions in respect of the business of the Acquired Companies are recorded only in accordance with the authorization of management of the Acquired Companies. To the Knowledge of Sellers, (i) there has not been in the last three (3) years any fraud with respect to any Acquired Company or Sellers that involves the management, officers, or any other current or former employee, director or manager of either Seller or an Acquired Company who has (or had) an active role in the preparation of financial statements or the internal accounting controls used by an Acquired Company and (ii) no Acquired Company has received any written claim or allegation regarding any of the foregoing.

Financial Statements and Condition. True, correct and complete copies (a) (i) The audited consolidated balance sheets of unaudited combined carve-out statements of operations and net assets of the Acquired Companies taken as a whole, Borrower as of December 31and for the Fiscal Year ended September 30, 2021 and December 31, 20222015, and the interim unaudited combined carve-out related statements of operations operation, stockholders equity and net assets cash flows (including supporting footnote disclosures) for the six (6) months ended June 30Fiscal Years then ended, 2023 (with the “Interim Financial Statements”) opinion of Xxxxx Xxxxxxx, once the same have been made available furnished to Purchasers the Lender, will have been prepared in accordance with GAAP consistently applied throughout the periods indicated, will be true and correct in all material respects and will present fairly the financial condition of IEC, IECW&C, GTC, SCB (collectively, to the extent relevant) and DRTL at the date of said financial statements and the results of operations for the Fiscal Year then ended. The financial statements described in this Section 8.6(a)(i) are collectively called the “Financial Statements”). Except The Credit Parties as set forth of such dates did not have any significant liabilities, contingent or otherwise, including liabilities for taxes or any unusual forward or long-term commitments which were not disclosed by or reserved against in the notes theretoFinancial Statements, all Financial Statements were prepared and at the present time there are no material unrealized or anticipated losses from the applicable books and records any unfavorable commitments of the Acquired Companies on a consistent basis using Credit Parties and (ii) the Accounting Principles unaudited consolidated balance sheets of Borrower as of and fairly present for the Fiscal Year ended September 30, 2015, and the related statements of operation, stockholders equity and cash flows for the Fiscal Years then ended, have been prepared by Borrower in accordance with GAAP consistently applied throughout the periods indicated, are true and correct in all material respects and present fairly the financial condition of IEC, IECW&C, GTC, SCB (to the extent relevant) and DRTL at the date of said financial statements and the results of operations of each Acquired Company and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject to normally recurring year-end audit adjustments and the absence of footnotes thereto, which, in each case, shall not be material in the aggregateFiscal Year then ended. The Acquired Companies’ system of internal controls over financial reporting is designed to provide reasonable assurance in all material respects that transactions in respect of the business of the Acquired Companies are recorded only in accordance with the authorization of management of the Acquired Companies. To the Knowledge of Sellers, (i) there has not been in the last three (3) years any fraud with respect to any Acquired Company or Sellers that involves the management, officers, or any other current or former employee, director or manager of either Seller or an Acquired Company who has (or had) an active role in the preparation of unaudited financial statements or described in this Section 8.6(a)(ii) are collectively called the internal accounting controls used by an Acquired Company and (ii) no Acquired Company has received any written claim or allegation regarding any of the foregoing“Unaudited Financial Statements.”

Financial Statements and Condition. True, correct and complete copies (a) (i) The audited consolidated balance sheets of unaudited combined carve-out statements of operations and net assets of the Acquired Companies taken as a whole, Borrower as of December 31and for the Fiscal Year ended September 30, 2021 and December 31, 20222019, and the interim unaudited combined carve-out related statements of operations operation, stockholders equity and net assets cash flows (including supporting footnote disclosures) for the six (6) months ended June 30Fiscal Years then ended, 2023 (with the “Interim Financial Statements”) opinion of Deloitte & Touche LLP, have been made available to Purchasers (collectivelyprepared in accordance with GAAP consistently applied throughout the periods indicated, are true and correct in all material respects and present fairly the financial condition of IEC, GTC and DRTL at the date of said financial statements and the results of operations for the Fiscal Year then ended. The financial statements described in this Section 4.6(a)(i) are collectively called the “Financial Statements”). Except The Credit Parties as set forth of such dates did not have any significant liabilities, contingent or otherwise, including liabilities for taxes or any unusual forward or long-term commitments which were not disclosed by or reserved against in the notes theretoFinancial Statements, all Financial Statements were prepared and at the present time there are no material unrealized or anticipated losses from the applicable books and records any unfavorable commitments of the Acquired Companies on a consistent basis using Credit Parties and (ii) the Accounting Principles unaudited consolidated balance sheets of Borrower as of and fairly present for the Fiscal Year ended September 30, 2019, and the related statements of operation, stockholders equity and cash flows for the Fiscal Years then ended, have been prepared by Borrower in accordance with GAAP consistently applied throughout the periods indicated, are true and correct in all material respects and present fairly the financial condition of IEC, GTC and DRTL at the date of said financial statements and the results of operations of each Acquired Company and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject to normally recurring year-end audit adjustments and the absence of footnotes thereto, which, in each case, shall not be material in the aggregateFiscal Year then ended. The Acquired Companies’ system of internal controls over financial reporting is designed to provide reasonable assurance in all material respects that transactions in respect of the business of the Acquired Companies are recorded only in accordance with the authorization of management of the Acquired Companies. To the Knowledge of Sellers, (i) there has not been in the last three (3) years any fraud with respect to any Acquired Company or Sellers that involves the management, officers, or any other current or former employee, director or manager of either Seller or an Acquired Company who has (or had) an active role in the preparation of unaudited financial statements or described in this Section 4.6(a)(ii) are collectively called the internal accounting controls used by an Acquired Company and (ii) no Acquired Company has received any written claim or allegation regarding any of the foregoing“Unaudited Financial Statements.”

Financial Statements and Condition. True, correct The Borrower's audited consolidated balance sheet and complete copies of unaudited combined carve-out statements of operations earnings, changes in common stockholders' equity and net assets of the Acquired Companies taken as a whole, cash flows as of and for the fiscal year ended December 31, 2021 and December 31, 2022, and 2005 heretofore furnished to the interim unaudited combined carve-out statements of operations and net assets for Lenders were prepared in accordance with GAAP consistently applied throughout the six periods involved (6) months ended June 30, 2023 (the “Interim Financial Statements”) have been made available to Purchasers (collectively, the “Financial Statements”). Except except as set forth may be indicated in the notes thereto, all Financial Statements were prepared from thereto regarding the applicable books adoption of new accounting policies) and records of the Acquired Companies on a consistent basis using the Accounting Principles and present fairly present in all material respects the consolidated financial condition and results position of operations of each Acquired Company the Borrower and its subsidiaries as of Subsidiaries at the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods covered therebythen ended. The Borrower's unaudited balance sheet and statements of earnings and cash flows as of and for the fiscal quarter ended June 30, 2006 heretofore furnished to the Lenders were prepared in accordance with GAAP consistently applied throughout the periods involved and in a manner consistent with that employed in the Borrower's audited consolidated financial statements for the fiscal year ended December 31, 2005. The Borrower's unaudited interim financial statements as of June 30, 2006 are subject to normally the absence of notes required by GAAP and normal recurring year-end audit adjustments and the absence of footnotes theretoadjustments, which, in each case, shall not be material in the aggregate. The Acquired Companies’ system of internal controls over financial reporting is designed to provide reasonable assurance but otherwise present fairly in all material respects that transactions in respect the consolidated financial condition and consolidated results of operations of the business Borrower and its Subsidiaries as of the Acquired Companies are recorded only in accordance with dates and for the authorization of management periods indicated therein except as otherwise set forth therein. As of the Acquired Companies. To dates of such financial statements, neither the Knowledge of SellersBorrower nor any Subsidiary had any material obligation, (i) there has contingent liability, liability for taxes or long-term lease obligation which is not been reflected in the last three (3) years any fraud with respect to any Acquired Company or Sellers that involves the management, officers, or any other current or former employee, director or manager of either Seller or an Acquired Company who has (or had) an active role in the preparation of such financial statements or in the internal accounting controls used by an Acquired Company and (ii) notes thereto. Since December 31, 2005, there has been no Acquired Company has received any written claim material adverse change in the business, operations, property, assets or allegation regarding any condition, financial or otherwise, of the foregoingBorrower and its Subsidiaries taken as a whole.

Financial Statements and Condition. True(a) Prior to the execution of this Agreement, correct the Shareholders have caused the Company to deliver to Atmos true and complete copies of unaudited combined carve-out statements of operations and net assets the following: (i) the audited balance sheets of the Acquired Companies taken as a whole, Company and its consolidated subsidiaries as of December 31September 30, 2021 1998, 1999 and December 31, 20222000, and the interim unaudited combined carve-out related audited consolidated statements of operations operations, shareholders' equity and net assets cash flows for each of the six fiscal years then ended, including the notes thereto and together with a true and correct copy of the report on such audited information by Deloitte & Touche LLP, and all letters from such accountants with respect to the results of such audits; and (6ii) months ended the unaudited balance sheet of the Company and its consolidated subsidiaries as of June 30, 2023 2001 (the “Interim Financial Statements”) have been made available to Purchasers (collectively"June 30, 2001 Balance Sheet"), and the “Financial Statements”)related unaudited consolidated statements of operations, shareholders' equity and cash flows for the nine-month period then ended, including the notes thereto, copies of which are also included in the Disclosure Schedule. Except as set forth in the notes theretothereto and as disclosed in the Disclosure Schedule, all such Financial Statements were prepared from the applicable books and records of the Acquired Companies on a consistent basis using the Accounting Principles in accordance with GAAP and fairly present in all material respects the consolidated financial condition and condition, results of operations operations, changes in shareholders' equity and cash flows of each Acquired the Company and its consolidated subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject subject, in the case of the interim Financial Statements, to normally normal recurring year-end audit adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the absence of footnotes theretonotes (that, whichif presented, in each case, shall would not be material differ materially from those included in the aggregatelatest audited Financial Statements). The Acquired Companies’ system Except for those Subsidiaries listed in the Disclosure Schedule, the financial condition and results of internal controls over financial reporting is designed operations of each Subsidiary are, and for all periods referred to provide reasonable assurance in all material respects that transactions in respect this Section 4.09 have been, consolidated with those of the business of the Acquired Companies are recorded only in accordance with the authorization of management of the Acquired Companies. To the Knowledge of Sellers, (i) there has not been in the last three (3) years any fraud with respect to any Acquired Company or Sellers that involves the management, officers, or any other current or former employee, director or manager of either Seller or an Acquired Company who has (or had) an active role in the preparation of financial statements or the internal accounting controls used by an Acquired Company and (ii) no Acquired Company has received any written claim or allegation regarding any of the foregoingCompany.