Common use of Financial Statements; Liabilities Clause in Contracts

Financial Statements; Liabilities. a) The Accounts (i) are true and correct in all material respects, (ii) fairly represent the financial condition of the Group and the results of its operations for the periods shown, and (iii) have been prepared in accordance with German GAAP applied on a basis consistent with preceding years, except as otherwise disclosed thereon. Table of Contents b) The Closing Balance Sheet, which will be delivered to the Purchaser pursuant to Section 4.3, has been prepared in accordance with German GAAP (applied on a basis consistent with the application used to prepare the Accounts) to the extent the line items therein are relevant for the Working Capital and/or the Eligible Tax Accruals and as necessary to determine the Net Cash Adjustment. The Working Capital as derived from the Closing Balance Sheet is not lower than one million six hundred forty-two thousand seven hundred ninety nine euros (€1,642,799) by more than five percent (5%) of such amount. c) During the period ending thirty (30) days after Closing, the Management Shareholders will provide all necessary assistance to the Group in the preparation of a Closing Balance Sheet entirely in accordance with German GAAP and the reconciliation of such Closing Balance Sheet to U.S. generally accepted accounting principles. For the avoidance of doubt, the costs related hereto shall be borne by the Purchaser. d) All of the Company’s books and records (Handelsbücher und sonst erforderliche Aufzeichnungen within the meaning of Section 239 HGB) are true and accurate in all material respects and have been maintained in accordance with German GAAP. e) The Accounts reflect all of the Assets, whether tangible or intangible, used by the Group in its businesses or otherwise held by the Group (collectively the “Business Assets”), except for (i) Business Assets acquired or disposed of in the ordinary course of business since the Accounting Date, and (ii) Business Assets not required under German GAAP to be reflected therein, and reflect all liabilities and obligations of the Group except liabilities not required under German GAAP to be reflected therein. f) The Group has no liabilities or obligations (direct or indirect, contingent or absolute, matured or unmatured) of any nature, whether arising out of contract, tort, statute or otherwise, including tax liabilities to any taxing authority, and is not bound by any guarantees, comfort letters or commitments of a similar nature in favor of any third party, except those shown or reflected in the Accounts or incurred since the Accounting Date in the ordinary course of business. g) Since the Accounting Date, there has been no change in the business, operations, Assets or liabilities of the Group that, individually or in the aggregate, have had or would be reasonably likely to have, a material adverse effect on the business, operations, Assets, or condition (financial or otherwise) of the Group.

Financial Statements; Liabilities. (a) The Accounts draft unaudited consolidated financial statements of Global and its Subsidiaries for the year ending June 30, 2009 heretofore delivered to the Shareholder (iincluding the notes thereto), and the audited consolidated financial statements and unaudited consolidated interim financial statements of Global and its Subsidiaries (including the notes thereto) are true and correct included in all material respectsthe SEC Reports, have been prepared in conformity with GAAP applied on a consistent basis throughout the periods covered thereby (ii) except, in the case of quarterly financial statements, as permitted by Form 10-QSB or Form 10-Q under the Securities Exchange Act), fairly represent present the financial condition position of Global and its Subsidiaries at the Group dates thereof and the results of operations of Global and its operations Subsidiaries for the periods showncovered thereby (except that the interim financial statements do not contain the notes normally required by GAAP and subject, in the case of any interim financial statements, to normal year end adjustments), and (iii) have been prepared in accordance with German GAAP applied on a basis consistent with preceding years, except as otherwise disclosed thereon. Table of Contents b) The Closing Balance Sheet, which will be delivered to the Purchaser pursuant to Section 4.3, has been prepared in accordance with German GAAP (applied on a basis are consistent with the application used to prepare the Accountsbooks and records of Global and its Subsidiaries (which books and records are materially correct and complete). (b) Except as and to the extent reflected in the line items therein are relevant balance sheet contained in its audited financial statements of Global and its Subsidiaries for the Working Capital and/or the Eligible Tax Accruals and as necessary to determine the Net Cash Adjustment. The Working Capital as derived from the Closing Balance Sheet is not lower than one million six hundred forty-two thousand seven hundred ninety nine euros year ending June 30, 2009 (€1,642,799) by more than five percent (5%) of such amount. c) During the period ending thirty (30) days after Closing, the Management Shareholders will provide all necessary assistance to the Group in the preparation of a Closing Balance Sheet entirely in accordance with German GAAP and the reconciliation of such Closing Balance Sheet to U.S. generally accepted accounting principles. For the avoidance of doubt, the costs related hereto shall be borne by the Purchaser. d) All of the Company’s books and records (Handelsbücher und sonst erforderliche Aufzeichnungen within the meaning of Section 239 HGB) are true and accurate in all material respects and have been maintained in accordance with German GAAP. e) The Accounts reflect all of the Assets, whether tangible or intangible, used by the Group in its businesses or otherwise held by the Group (collectively the “Business AssetsLatest Global Balance Sheet”), except for neither Global nor Riviera had, as of June 30, 2009 (i) Business Assets acquired or disposed the “Latest Global Balance Sheet Date”), any Liabilities, other than obligations of continued performance under Contracts and other Commitments entered into in the ordinary course Ordinary Course of business Business. Neither Global nor any Subsidiary of Global has incurred any Liabilities since the Accounting Date, and (ii) Business Assets not required under German GAAP to be reflected therein, and reflect all liabilities and obligations Latest Global Balance Sheet Date except Liabilities that have arisen after the date of the Group except liabilities not required under German GAAP to be reflected therein. f) The Group has no liabilities or obligations (direct or indirectLatest Global Balance Sheet in the Ordinary Course of Business, contingent or absolutenone of which is a Liability for breach of Contract, matured or unmatured) breach of any nature, whether arising out of contractwarranty, tort, statute infringement, Litigation or otherwise, including tax liabilities to any taxing authority, and is not bound by any guarantees, comfort letters or commitments of a similar nature in favor violation of any third partyGovernmental Order, except those shown Permit or reflected in the Accounts or incurred since the Accounting Date in the ordinary course of businessLaw. g) Since the Accounting Date, there has been no change in the business, operations, Assets or liabilities of the Group that, individually or in the aggregate, have had or would be reasonably likely to have, a material adverse effect on the business, operations, Assets, or condition (financial or otherwise) of the Group.

Financial Statements; Liabilities. (a) The Accounts (i) are true and correct audited consolidated financial statements of Target included in all material respects, (ii) fairly represent the financial condition of the Group Target 10-K and the results unaudited consolidated financial statements of its operations Target for the periods showntwelve month period ended December 31, and (iii) 2000, which unaudited financial statements of Target have been prepared in accordance with German GAAP applied on a basis consistent with preceding years, except as otherwise disclosed thereon. Table of Contents b) The Closing Balance Sheet, which will be delivered to the Purchaser pursuant to Section 4.3, has been prepared in accordance with German GAAP (applied on a basis consistent with the application used to prepare Target 10-K other than for any exception as a result of a change in GAAP or applicable law or regulation (collectively, including the Accounts) to the extent the line items therein are relevant for the Working Capital and/or the Eligible Tax Accruals and as necessary to determine the Net Cash Adjustment. The Working Capital as derived from the Closing Balance Sheet is not lower than one million six hundred forty-two thousand seven hundred ninety nine euros (€1,642,799) by more than five percent (5%) of such amount. c) During the period ending thirty (30) days after Closingnotes thereto, the Management Shareholders will provide all necessary assistance to the Group in the preparation of a Closing Balance Sheet entirely in accordance with German GAAP and the reconciliation of such Closing Balance Sheet to U.S. generally accepted accounting principles. For the avoidance of doubt"Financial Statements"), the costs related hereto shall be borne by the Purchaser. d) All of the Company’s books and records (Handelsbücher und sonst erforderliche Aufzeichnungen within the meaning of Section 239 HGB) are true and accurate present fairly in all material respects and have been maintained in accordance conformity with German GAAPGAAP (except as may be indicated in the notes thereto) the consolidated financial position of Target and the Target Subsidiary as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended (subject to lack of footnote disclosure in the case of the unaudited financial statements). e(b) The Accounts reflect all Except as reflected or disclosed in the Financial Statements, there are no material liabilities of Target or the AssetsTarget Subsidiary of any kind whatsoever, whether tangible known or intangibleunknown, used by the Group asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in its businesses or otherwise held by the Group (collectively the “Business Assets”)each case, except for other than: (i) Business Assets acquired or disposed of liabilities incurred since December 31, 1999 in the ordinary course Ordinary Course of business since the Accounting Date, and Business; (ii) Business Assets not required under German GAAP to be reflected therein, and reflect all liabilities and obligations of the Group except liabilities not required under German GAAP to be reflected therein. f) The Group has no liabilities or obligations under this Agreement or incurred in connection with the transactions contemplated hereby; (direct iii) obligations of Target and the Target Subsidiary under the agreements, contracts, leases and licenses to which either or indirect, contingent or absolute, matured or unmaturedboth is a party; (iv) obligations of any nature, whether arising out of contract, tort, statute or otherwise, including tax Target and the Target Subsidiary to comply with all applicable laws; and (v) liabilities with respect to any taxing authoritydisclosure contained in (A) the Phase I reports for the Benicia California, Wilmington California or Coolidge Arizona facilities of Target or the Target Subsidiary or (B) the Phase I or Phase II reports for the Vulcan Property, true and is not bound complete copies of which reports have been made available to Buyer by any guarantees, comfort letters or commitments of a similar nature in favor of any third party, except those shown or reflected in the Accounts or incurred since the Accounting Date in the ordinary course of businessTarget. g(c) Since the Accounting DateTrue, there has been no change in the business, operations, Assets or liabilities correct and complete copies of the Group that, individually or in reports and other documentation prepared monthly by the aggregatemanagement of Target and referred to by management of Target as the "Financial Reporting Packages" (the "Financial Reporting Packages") for the months beginning with January 2000 and ending with December 2000, have had or would be reasonably likely been made available to have, a material adverse effect on the business, operations, Assets, or condition (financial or otherwise) of the GroupBuyer.

Financial Statements; Liabilities. (a) The Accounts Copies of each of the audited consolidated financial statements of the Seller for the fiscal years ended June 30, 2003, June 30, 2002 and June 30, 2001 have been provided to the Acquiror (the "Parent Financial Statements"). Copies of each of: (i) are true the unaudited consolidated financial statements of the Company and correct in all material respectsits Subsidiaries for the years ended June 30, 2003, June 30, 2002 and June 30, 2001; and (ii) the unaudited consolidated financial statements of the Company and its Subsidiaries for the two months ended August 31, 2003 (collectively, the "Company Financial Statements") have been provided to the Acquiror. Except as set forth on Schedule 2.4(a), each of the Parent Financial Statements (including the footnotes thereto) is in accordance with the books and records of the Seller, presents fairly represent and accurately the financial condition position, assets and liabilities and results of operations and cash flows of the Group Seller at the dates and the results of its operations for the periods shown, indicated and (iii) have been prepared in accordance with German GAAP applied on a basis consistent with preceding years, except as otherwise disclosed thereon. Table of Contents b) The Closing Balance Sheet, which will be delivered to the Purchaser pursuant to Section 4.3, has been prepared in accordance with German generally accepted accounting principles applied on a consistent basis in effect on the date hereof as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States ("GAAP"). The Parent Financial Statements contain appropriate allowances and reserves for the Seller's accounts receivable and other accruals. Except as set forth on Schedule 2.4(a), each of the Company Financial Statements (including the footnotes thereto, if any) is in accordance with the books and records of the Company, presents fairly and accurately the financial position, assets and liabilities and results of operations and cash flows of the Company and its Subsidiaries at the dates and for the periods indicated and has been prepared in accordance with GAAP (applied and on a basis consistent with the application used Parent Financial Statements, subject only to prepare the Accounts) to the extent the line items therein are relevant normal and immaterial year-end adjustments and footnote disclosures and except for consolidating entries including income tax provisions and interest on intercompany indebtedness. The Company Financial Statements contain appropriate allowances and reserves for the Working Capital and/or Company's and its Subsidiaries' accounts receivable and other accruals. (b) As of August 31, 2003 (the Eligible Tax Accruals and as necessary to determine the Net Cash Adjustment. The Working Capital as derived from the Closing "Balance Sheet is Date"), neither the Company nor any of its Subsidiaries had any indebtedness or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) which was not lower than one million six hundred forty-two thousand seven hundred ninety nine euros (€1,642,799) by more than five percent (5%) of such amount. c) During the period ending thirty (30) days after Closing, the Management Shareholders will provide all necessary assistance to the Group disclosed in the preparation Company Financial Statements (including the footnotes thereto). Except as set forth on Schedule 2.4(b), neither the Company nor any of a Closing its Subsidiaries has incurred from and after the Balance Sheet entirely in accordance with German GAAP Date any indebtedness or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), other than current liabilities for trade or business obligations incurred after the reconciliation of such Closing Balance Sheet to U.S. generally accepted accounting principles. For Date in connection with the avoidance purchase of doubt, the costs related hereto shall be borne by the Purchaser. d) All of the Company’s books and records (Handelsbücher und sonst erforderliche Aufzeichnungen within the meaning of Section 239 HGB) are true and accurate in all material respects and have been maintained in accordance with German GAAP. e) The Accounts reflect all of the Assets, whether tangible goods or intangible, used by the Group in its businesses or otherwise held by the Group (collectively the “Business Assets”), except for (i) Business Assets acquired or disposed of services in the ordinary course of business since and consistent with past practice. (c) Schedule 2.4(c) sets forth the Accounting Date, and (ii) Business Assets not required under German GAAP to be reflected therein, and reflect all liabilities and obligations Funded Debt as of the Group except liabilities not required under German GAAP date hereof, including identification of each entity to which the Funded Debt is owed, the applicable interest rate and a summary of repayment terms. Except as set forth on Schedule 2.4(c), all Funded Debt may be reflected therein. f) The Group repaid at any time without premium or penalty. Except as set forth on Schedule 2.4(c), neither the Company nor any of its Subsidiaries has no liabilities or obligations (direct or indirect, contingent or absolute, matured or unmatured) any obligation in respect of any natureindebtedness for borrowed money, whether arising out of contractas primary obligor, tort, statute guarantor or otherwise. Neither the Company nor its Subsidiaries is in default in any material respect of its obligations, including tax liabilities to covenants or agreements under any taxing authorityloan documents, and is not bound by any guaranteescredit facilities or other financing documents, comfort letters or commitments of a similar nature in favor of any third party, except those shown or reflected in the Accounts or incurred since the Accounting Date in the ordinary course of business. g) Since the Accounting Date, there has been no change in the business, operations, Assets or liabilities of the Group that, individually or in the aggregate, have had or which default would be reasonably likely to have, result in a material adverse effect on the business, operations, Assets, or condition (financial or otherwise) of the GroupMaterial Adverse Effect.

Financial Statements; Liabilities. (a) The Accounts (iAttached hereto as Schedule 7.5(a) are true and correct in all material respects, (ii) fairly represent the financial condition copies of the Group audited financial statements of Target for the fiscal year ending 31 December 2008 (the “Audited Financial Statements” and the results latest fiscal year of its operations for such Audited Financial Statements, the periods shown“Most Recent Fiscal Year End”). The Audited Financial Statements, and and, as of the Closing Date, the 2009 Audited Financial Statements (iiii) have been prepared in accordance with German GAAP the applicable statutory commercial provisions of the HGB and the generally accepted bookkeeping and accounting principles as applied on a basis consistent with preceding yearsin Germany (Grundsätze ordnungsgemäßer Buchführung), except as otherwise disclosed thereon. Table of Contents b(ii) The Closing Balance Sheet, which will be delivered to the Purchaser pursuant to Section 4.3, has have been prepared in accordance with German GAAP (applied on a basis consistent with the application accounting and valuation principles and methods used to prepare the Accounts) to the extent the line items therein are relevant for the Working Capital and/or the Eligible Tax Accruals and as necessary to determine the Net Cash Adjustment. The Working Capital as derived from the Closing Balance Sheet is not lower than one million six hundred forty-two thousand seven hundred ninety nine euros (€1,642,799) by more than five percent (5%) of such amount. c) During the period ending thirty (30) days after Closing, the Management Shareholders will provide all necessary assistance to the Group in the preparation of Target’s financial statements for the preceding financial years (unless otherwise disclosed in the notes to the Audited Financial Statements) (unter Wahrung der Grundsätze der Bilanzierungs- und Bewertungskontinuität), and (iii) present a Closing Balance Sheet entirely in accordance with German GAAP true and fair view of the reconciliation assets and liabilities (Vermögenslage), financial position (Finanzlage) and earnings position (Ertragslage) of such Closing Balance Sheet to U.S. generally accepted accounting principles. For the avoidance Target as of doubt, the costs related hereto shall be borne by the Purchaserdates thereof. d(b) All of the Company’s books and records (Handelsbücher und sonst erforderliche Aufzeichnungen within the meaning of Section 239 HGBAttached hereto as Schedule 7.5(b) are true and accurate in all material respects correct copies of the unaudited 2009 balance sheet and have been maintained profit and loss statement of Target, which were prepared in accordance with German GAAPthe applicable statutory commercial provisions of the HGB and the generally accepted bookkeeping and accounting principles as applied in Germany, were prepared on a basis consistent with the accounting and valuation principles and methods used in the preparation of Target’s balance sheets and profit and loss statements for the preceding financial years (unless required under applicable statutory law) and present a true and fair view of the assets and liabilities (Vermögenslage), financial position (Finanzlage) and earnings position (Ertragslage) of Target as of the date thereof, other than adjustments which will not be material. e(c) The Accounts reflect all of the Assets, whether tangible or intangible, used by the Group in its businesses or otherwise held by the Group Companies do not have any Liability (collectively the “Business Assets”)other than contingent liabilities) that have arisen since 31 December 2009, except for and to the extent of (i) Business Assets acquired or disposed of liabilities incurred in the ordinary course of business since 31 December 2009, (ii) liabilities that would be deducted as liabilities in the Accounting Datecalculation of the Working Capital or Financial Debt, and (iii) liabilities that in the aggregate are not material to the Solar Business or the Companies. (d) To Seller’s Best Knowledge, the Companies do not have any contingent Liability, except and to the extent of (i) liabilities in the respective amounts reflected or reserved against in the 2009 Unaudited Financial Statements, (ii) Business Assets not required under German GAAP to be reflected therein, and reflect all liabilities and obligations of the Group except liabilities not required under German GAAP to be reflected therein. f) The Group has no liabilities or obligations (direct or indirect, contingent or absolute, matured or unmatured) of any nature, whether arising out of contract, tort, statute or otherwise, including tax liabilities to any taxing authority, and is not bound by any guarantees, comfort letters or commitments of a similar nature in favor of any third party, except those shown or reflected in the Accounts or incurred since the Accounting Date in the ordinary course of business. g, and (iii) Since the Accounting Date, there has been no change liabilities that would be deducted as liabilities in the business, operations, Assets or liabilities calculation of the Group that, individually Working Capital or in the aggregate, have had or would be reasonably likely to have, a material adverse effect on the business, operations, Assets, or condition (financial or otherwise) of the GroupFinancial Debt.