Common use of Financial Statements; Material Liabilities Clause in Contracts

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser as of the Execution Date copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and that such interim financial statements may not contain all of the footnote disclosures required by GAAP). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser as of the Execution Date copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except (a) as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments adjustments), and that such interim financial statements may not contain all of (b) as specifically disclosed in writing by the footnote disclosures required by GAAP)Company in its public filings with the Securities and Exchange Commission. The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser as of the Execution Date copies of the consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including including, in each case the case, any related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to the absence of complete notes and to normal year-end adjustments and that such interim financial statements may not contain all of the footnote disclosures required by GAAPadjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on or expressly reserved for in such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser as of the Execution Date copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5required to be delivered pursuant to Section 7.1 of the Note Purchase Agreement . All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule therein and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and that such interim financial statements may not contain all of the footnote disclosures required by GAAPadjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser as of the Execution Date copies of the most recent reports and consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and that such interim financial statements may not contain all of the footnote disclosures required by GAAPadjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser as of the Execution Date copies of the consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.55.5 to the Supplement. All of said financial statements (including in each case the related schedules and notes) fairly present present, in all material respects respects, the consolidated financial position of the Company and its Subsidiaries as of the * Insert the date of circle. EXHIBIT A (to Supplement to Note Purchase Agreement) respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and that such interim financial statements may not contain all the absence of the footnote disclosures required by GAAPfootnotes). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser as of the Execution Date copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.55.5 to the Supplement. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and that such interim financial statements may not contain all of the footnote disclosures required by GAAPadjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure DocumentsMemorandum or in the other documents, certificates and other writings delivered to each Purchaser by or on behalf of the Company specifically for use in connection with the transactions contemplated hereby.

Financial Statements; Material Liabilities. The Company has delivered (or made available) to each Purchaser as of the Execution Date copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and consolidated cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and that such interim financial statements may not contain all the absence of footnotes). As of the footnote disclosures required by GAAP). The Execution Date, the Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered delivered, or has otherwise made available, to each Purchaser as of the Execution Date copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including including, in each case case, the related schedules and notesnotes thereto) fairly present present, in all material respects respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and that such interim financial statements may not contain all of the footnote disclosures required by GAAPadjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered or otherwise made available to each Purchaser as of the Execution Date copies of the consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.5. 5.5 to this Exhibit A. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and that such interim financial statements may not contain all of the footnote disclosures required by GAAPadjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The As of the date of the Closing, the Company has delivered to each Purchaser as of the Execution Date copies of the consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.5. As of the date of the First Amendment, the Company has delivered to each Purchaser copies of the consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.5A. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and that such interim financial statements may not contain all of the footnote disclosures required by GAAPadjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered or otherwise made available to each Purchaser as of the Execution Date copies of the consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.55.5 to the __________ Supplement. All of said financial statements (including in each case the related schedules and notes) fairly present present, in all * Insert the date of circle. EXHIBIT A (to _________ Supplement Note Purchase Agreement) E-S-7 material respects respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and that such interim financial statements may not contain all of the footnote disclosures required by GAAPadjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser as of the Execution Date copies of the financial statements of the Company and its Consolidated Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Consolidated Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and that such interim financial statements may not contain all of the footnote disclosures required by GAAPadjustments). The Company and its Consolidated Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements statements, the notes thereto or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Additional Purchaser as of the Execution Date copies of the financial statements of the Company and its Subsidiaries (which Subsidiaries may be consolidated on the financial statements of the Company) listed on Schedule 5.5. All of said such financial statements (including in each case the related schedules and notes, but excluding all financial projections, pro forma financial information and other forward-looking information) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and that such interim financial statements may not contain all lack of the footnote disclosures required by GAAPfootnotes). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered or made available to each Purchaser as of the Execution Date Holder copies of the financial statements of the Company and its Subsidiaries and the Parent and its Subsidiaries listed on Schedule 5.5. All of said such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries companies being reported thereon as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and that such interim financial statements may not contain all of the footnote disclosures required by GAAPadjustments). The Company Parent and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser as of filed with the Execution Date copies SEC all of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5required to be filed pursuant to the Exchange Act and the rules promulgated thereunder. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule therein and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and that such interim financial statements may not contain all of the footnote disclosures required by GAAPadjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The On the Initial Notes Closing Day, the Company has delivered to each Purchaser as of the Execution Date copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and that such interim financial statements may not contain all the absence of the footnote disclosures required by GAAPfootnotes). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered or made available to each Purchaser as of the Execution Date Existing Noteholder copies of the financial statements of the Company and its Consolidated Subsidiaries listed on Schedule 5.56.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Consolidated Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and that such interim financial statements may not contain all of the footnote disclosures required by GAAPadjustments). The Company and its Consolidated Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser as of the Execution Date copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except (a) as set STEPAN COMPANY NOTE PURCHASE AGREEMENT forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments adjustments), and that such interim financial statements may not contain all of (b) as specifically disclosed in writing by the footnote disclosures required by GAAP)Company in its public filings with the Securities and Exchange Commission. The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser as of the Execution Date copies of the consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.55.5 to the __________ Supplement. All of said financial statements (including in each case the related schedules and notes) fairly present present, in all material respects respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and that such interim financial statements may not contain all the absence of the footnote disclosures required by GAAPfootnotes). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser as of the Execution Date copies of the consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.55.5 to the Supplement. All of said financial statements (including in each case the related schedules and notes) fairly present present, in all material respects respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and that such interim financial statements may not contain all the absence of the footnote disclosures required by GAAPfootnotes). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. (a) The Company has delivered to each Purchaser as of the Execution Date copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including including, solely in each the case of the audited financial statements, the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and that such interim financial statements may not contain all of the footnote disclosures required by GAAPadjustments). . (b) The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser as of the Execution Date copies of the consolidated financial statements of the Company Parent and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects in accordance with GAAP the consolidated financial position of the Company Parent and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and that such interim financial statements may not contain all the absence of footnotes). To the knowledge of the footnote disclosures required by GAAP). The Company Parent and the Company, the Parent and its Subsidiaries do not have any Material liabilities that are not disclosed on on, or in the notes to, such financial statements or otherwise disclosed in the Disclosure Documents, except for any such liabilities as are not likely to have a Material Adverse Effect.