Common use of Financial Statements; No Undisclosed Liabilities; Absence of Certain Changes Clause in Contracts

Financial Statements; No Undisclosed Liabilities; Absence of Certain Changes. (a) The unaudited financial statements of each of the Facility Owners as identified in Section 8.01 of the Disclosure Statement (the “Financials”), copies of which have been provided to Transferee, fairly present in all material respects the financial condition and the results of operations of the Facility Owners as of the respective dates and for the periods covered by such financial statements, all in accordance with GAAP, consistently applied, subject to normal recurring year-end adjustments, and the absence of notes. (b) Except as set forth in the Financials, there are no material Liabilities of the Facility Owners of any kind whatsoever of the type required to be reflected on a balance sheet prepared in accordance with GAAP, other than: (i) contingent Liabilities, which, in accordance with GAAP, are not required to be reflected on a balance sheet; (ii) any Liabilities incurred since April 30, 2012 in the ordinary course of business of the Facility Owners consistent with past practice or in connection with this Agreement or the other Documents; and (iii) in the case of unaudited financial statements, normal recurring year-end adjustments and the absence of notes. (c) Except as set forth in Section 8.01(c) of the Disclosure Statement, since April 30, 2012, the Facility Owners have conducted their respective businesses in the ordinary course of business consistent with past practice and there has not been: (i) any event, occurrence or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; (ii) other than dividends and distributions paid in the ordinary course of business of the Facility Owners consistent with past practice, any declaration, setting aside or payment of any dividend or other distribution with respect to any equity interest of the Facility Owners (other than dividends or distributions in cash in an amount consistent with the requirements of this Agreement), or any split, combination or reclassification of any equity interest of the Facility Owners; (iii) any amendment of any term of any outstanding equity interest of the Facility Owners; (iv) any incurrence, assumption or guarantee by the Facility Owners of any indebtedness that would have a Material Adverse Effect; (v) as of the expiration of the Due Diligence Period, any creation or assumption by the Facility Owners of any Lien on any asset that would have a Material Adverse Effect, except for Permitted Exceptions; (vi) any (i) transaction or commitment made, or any Contract entered into, by the Facility Owners relating to its assets or business (including the acquisition or disposition of any assets) that involved the acquisition or disposition of assets other than for fair value or that involved an amount in excess of One Hundred Thousand Dollars ($100,000), or (ii) relinquishment by the Facility Owners of any material Contract or other right outside of the ordinary course of business consistent with past practice that would have Material Adverse Effect; and (vii) any change in any method of accounting or accounting practice not required by GAAP by the Facility Owners or any election for Taxes.

Financial Statements; No Undisclosed Liabilities; Absence of Certain Changes. (a) The unaudited financial statements of each of the Facility Owners Pool One LLC as identified in Section 8.01 of the Disclosure Statement (the “Pool One Financials”), copies of which have been provided to TransfereeNew Investor, fairly present in all material respects the financial condition and the results of operations of the Facility Owners Pool One LLC as of the respective dates and for the periods covered by such financial statements, all in accordance with GAAP, consistently applied, subject to normal recurring year-end adjustments, and the absence of notes. (b) Except as set forth in the Pool One Financials, there are no material Liabilities of the Facility Owners Pool One LLC of any kind whatsoever of the type required to be reflected on a balance sheet prepared in accordance with GAAP, other than: (i) contingent Liabilities, which, in accordance with GAAP, are not required to be reflected on a balance sheet; (ii) any Liabilities incurred since April 30, 2012 2011 in the ordinary course of business of the Facility Owners Pool One LLC consistent with past practice or in connection with this Agreement or the other Documents; and (iii) in the case of unaudited financial statements, normal recurring year-end adjustments and the absence of notes. (c) Except as set forth in Section 8.01(c) of the Disclosure Statement, since April 30, 20122011, the Facility Owners have Pool One LLC has conducted their respective businesses its business in the ordinary course of business consistent with past practice and there has not been: (i) any event, occurrence or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; (ii) other than dividends and distributions paid in the ordinary course of business of the Facility Owners Pool One LLC consistent with past practice, any declaration, setting aside or payment of any dividend or other distribution with respect to any equity interest of the Facility Owners Pool One LLC (other than dividends or distributions in cash in an amount consistent with the requirements of this Agreement), or any split, combination or reclassification of any equity interest of the Facility OwnersPool One LLC; (iii) any amendment of any term of any outstanding equity interest of the Facility OwnersPool One LLC; (iv) any incurrence, assumption or guarantee by the Facility Owners Pool One LLC of any indebtedness that would have a Material Adverse Effect; (v) as of the expiration of the Due Diligence Period, any creation or assumption by the Facility Owners Pool One LLC of any Lien on any asset that would have a Material Adverse Effect, except for Permitted Exceptions; (vi) any (i) transaction or commitment made, or any Contract entered into, by the Facility Owners Pool One LLC relating to its assets or business (including the acquisition or disposition of any assets) that involved the acquisition or disposition of assets other than for fair value or that involved an amount in excess of One Hundred Thousand Dollars ($100,000), or (ii) relinquishment by the Facility Owners Pool One LLC of any material Contract or other right outside of the ordinary course of business consistent with past practice that would have Material Adverse Effect; and (vii) any change in any method of accounting or accounting practice not required by GAAP by the Facility Owners Pool One LLC or any election for Taxes.

Financial Statements; No Undisclosed Liabilities; Absence of Certain Changes. (a) The unaudited financial statements of each of the Facility Owners as identified in Section 8.01 of the Disclosure Statement (the “Financials”), copies of which have been provided to TransfereeTransferee and are attached hereto as Schedule 8.01, fairly present in all material respects the financial condition and the results of operations of the Facility Owners as of the respective dates and for the periods covered by such financial statements, all in accordance with GAAP, consistently applied, subject to normal recurring year-end adjustments, and the absence of notes. (b) Except as set forth in the Financials, there are no material Liabilities of the Facility Owners of any kind whatsoever of the type required to be reflected on a balance sheet prepared in accordance with GAAP, other than: (i) contingent Liabilities, which, in accordance with GAAP, are not required to be reflected on a balance sheet; (ii) any Liabilities incurred since April 30, 2012 in the ordinary course of business of the Facility Owners consistent with past practice or in connection with this Agreement or the other Documents; and; (iii) in the case of unaudited financial statements, normal recurring year-end adjustments and the absence of notes; and (iv) Liabilities incurred since the last date of the balance sheet provided to Transferee for the applicable Facility Owner. (c) Except as set forth in Section 8.01(c) of the Disclosure Statement, since April 30, 2012, the The Facility Owners have conducted their respective businesses in the ordinary course of business consistent with past practice and there has not beenbeen since the last balance sheet provided to Transferee for the applicable Facility Owner: (i) any event, occurrence or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; (ii) other than dividends and distributions paid in the ordinary course of business of the Facility Owners consistent with past practice, any declaration, setting aside or payment of any dividend or other distribution with respect to any equity interest of the Facility Owners (other than dividends or distributions in cash in an amount consistent with the requirements of this Agreement), or any split, combination or reclassification of any equity interest of the Facility Owners; (iiiii) any amendment of any term of any outstanding equity interest of the Facility Owners; (iviii) any incurrence, assumption or guarantee by the Facility Owners of any indebtedness that would have a Material Adverse Effect; (viv) as of the expiration of the Due Diligence Period, any creation or assumption by the Facility Owners of any Lien on any asset that would have a Material Adverse Effect, except for Permitted Exceptions; (viv) except as set forth on the Disclosure Statement, any (i) transaction or commitment made, or any Contract entered into, by the Facility Owners relating to its assets or business (including the acquisition or disposition of any assets) that involved the acquisition or disposition of assets other than for fair value or that involved an amount in excess of One Hundred Thousand Dollars ($100,000), or (ii) relinquishment by the Facility Owners of any material Contract or other right outside of the ordinary course of business consistent with past practice that would have Material Adverse Effect; and (viivi) any change in any method of accounting or accounting practice not required by GAAP by the Facility Owners or any election for Taxes.