Common use of SEC Filings and Financials Clause in Contracts

SEC Filings and Financials. (a) Enservco, since May 15, 2024, has filed all forms, reports, schedules, statements, prospectuses and other documents required to be filed or furnished by Enservco with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements or supplements thereto. Except to the extent otherwise available on the SEC’s web site through XXXXX, Xxxxxxxx has delivered to the Company copies in the form filed with the SEC of all of the following: (i) Enservco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, (ii) Enservco’s Quarterly Reports on Form 10-Q for each fiscal quarter in the fiscal year ended December 31, 2023, (iii) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by Enservco with the SEC since May 15, 2024 (the forms, reports, registration statements, prospectuses and other documents referred to in clauses (i), (ii) and (iii) above, whether or not available through XXXXX, are, collectively, the “Enservco SEC Reports”) and (iv) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to any report referred to in clause (i) above (collectively, the “Enservco Public Certifications”). The Enservco SEC Reports (y) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (z) did not, as of their respective effective dates (in the case of Enservco SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all other Enservco SEC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Enservco Public Certifications are each true as of their respective dates of filing. As of the Effective Date, the shares of Enservco common stock are listed on NYSE American. (b) The financial statements and notes contained or incorporated by reference in the Enservco SEC Reports (the “Enservco Financials”) fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of Enservco at the respective dates of and for the periods referred to in such financial statements, all in accordance with (i) GAAP methodologies applied on a consistent basis throughout the periods involved and (ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable). (c) Except as and to the extent reflected or reserved against in the Enservco Financials, Enservco has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that is not adequately reflected or reserved on or provided for in the Enservco Financials, other than Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that have been incurred in the ordinary course of business.

SEC Filings and Financials. (a) EnservcoOn or before the Closing Date, since May 15, 2024, has RDE will have filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by Enservco RDE with the SEC under the Securities Act and/or the Exchange ActOTC Markets, together with any amendments, restatements or supplements thereto. Except to the extent otherwise available on the SEC’s web site through XXXXX, Xxxxxxxx has delivered to the Company copies in the form filed with the SEC of and will file all of the following: (i) Enservco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, (ii) Enservco’s Quarterly Reports on Form 10-Q for each fiscal quarter in the fiscal year ended December 31, 2023, (iii) all other such forms, reports, registration statementsschedules, prospectuses statements and other documents (other than preliminary materials) required to be filed by Enservco with subsequent to the SEC since May 15, 2024 date of this Agreement (the forms, reports, registration statements, prospectuses and other documents referred to in clauses (i), (ii) and (iii) above, whether or not available through XXXXX, are, collectively, the “Enservco SEC OTC Reports”) and (iv) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to any report referred to in clause (i) above (collectively, the “Enservco Public Certifications”). The Enservco SEC OTC Reports (yx) were will be prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (zy) did will not, as of their respective effective dates (in the case of Enservco SEC OTC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC or OTC Markets (in the case of all other Enservco SEC OTC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Enservco Public Certifications are each true as of their respective dates of filing. As of the Effective Date, the shares of Enservco common stock are listed on NYSE American. (b) The financial statements and notes contained or incorporated by reference in the Enservco SEC OTC Reports filed by RDE for the (x) fiscal years ended December 31, 2019, and December 31, 2020 and (y) the nine-month periods ended September 30, 2021 and September 30, 2020 (the “Enservco RDE Financials”) ), fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of Enservco RDE at the respective dates of and for the periods referred to in such financial statements, all in accordance conformity with (i) GAAP methodologies in effect as of the respective dates thereof applied on a consistent basis throughout the periods involved (except, in the case of the unaudited statements, subject to normal year-end audit adjustments none of which are material individually or in the aggregate, and the absence of footnotes, none of which, if presented, would materially differ from those in the most recent audited financial statements and (ii) Regulation S-X or Regulation S-Kcomply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable). (c) Except as and to the extent reflected or reserved against otherwise disclosed in the Enservco FinancialsOTC Reports or on Schedule 3.7, Enservco since September 31, 2021, RDE has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that is not adequately reflected or reserved on or provided for disclosed in the Enservco FinancialsRDE Financials or the notes thereto other than: (i) Liabilities incurred in connection with this Agreement, other than or (ii) Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that have been incurred in the ordinary course of businessbusiness that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SEC Filings and Financials. (a) EnservcoOn or before the Closing Date, since May 15, 2024, has Mxxxx will have filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by Enservco Myson with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements or supplements thereto. Except to the extent otherwise available on the SEC’s web site through XXXXX, Xxxxxxxx has delivered to the Company copies in the form filed with the SEC of and will file all of the following: (i) Enservco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, (ii) Enservco’s Quarterly Reports on Form 10-Q for each fiscal quarter in the fiscal year ended December 31, 2023, (iii) all other such forms, reports, registration statementsschedules, prospectuses statements and other documents (other than preliminary materials) required to be filed by Enservco with subsequent to the SEC since May 15, 2024 date of this Agreement (the forms, reports, registration statements, prospectuses and other documents referred to in clauses (i), (ii) and (iii) above, whether or not available through XXXXX, are, collectively, the “Enservco SEC Reports”) and (iv) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to any report referred to in clause (i) above (collectively, the “Enservco Public Certifications”). The Enservco SEC Reports (yx) were will be prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (zy) did will not, as of their respective effective dates (in the case of Enservco SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all other Enservco SEC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Enservco Public Certifications are each true as of their respective dates of filing. As of the Effective Date, the shares of Enservco common stock are listed on NYSE American. (b) The financial statements and notes contained or incorporated by reference in the Enservco SEC Reports to be filed by Mxxxx for the (x) fiscal year ended July 31 2021 and July 31, 2022 and (y) the three-month periods ended October 31 2021 and October 31, 2022 (the “Enservco Myson Financials”) ), fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of Enservco Myson at the respective dates of and for the periods referred to in such financial statements, all in accordance conformity with (i) GAAP methodologies in effect as of the respective dates thereof applied on a consistent basis throughout the periods involved (except, in the case of the unaudited statements, subject to normal year-end audit adjustments none of which are material individually or in the aggregate, and the absence of footnotes, none of which, if presented, would materially differ from those in the most recent audited financial statements and (ii) Regulation S-X or Regulation S-Kcomply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable). (c) Except as and to the extent reflected or reserved against in the Enservco Financialsotherwise disclosed on Schedule 3.7, Enservco since July 31, 2022, Myson has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that is not adequately reflected or reserved on or provided for disclosed in the Enservco FinancialsMyson Financials or the notes thereto other than: (i) Liabilities incurred in connection with this Agreement, other than or (ii) Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that have been incurred in the ordinary course of businessbusiness that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SEC Filings and Financials. (a) Enservco, since May 15, 2024, RDE has filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by Enservco RDE with the SEC under SEC, the Securities Act and/or the Exchange ActOTC Markets, or any other Governmental Authority pursuant to applicable Law, together with any amendments, restatements or supplements thereto. Except to the extent otherwise available on the SEC’s web site through XXXXX, Xxxxxxxx has delivered to the Company copies in the form filed with the SEC of all of the following: (i) Enservco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, (ii) Enservco’s Quarterly Reports on Form 10-Q for each fiscal quarter in the fiscal year ended December 31, 2023, (iii) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by Enservco with the SEC since May 15, 2024 (the forms, reports, registration statements, prospectuses and other documents referred to in clauses (i), (ii) and (iii) above, whether or not available through XXXXX, are, collectively, the “Enservco SEC Reports”) and (iv) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to any report referred to in clause (i) above thereto (collectively, the “Enservco Public CertificationsReports”), and will file all such Reports required to be filed subsequent to the date of this Agreement. The Enservco SEC Reports (yx) were have been and will be prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder thereunder, and all other applicable Law, and (zy) did will not, as of their respective effective dates (in the case of Enservco SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC or OTC Markets or other Governmental Authority (in the case of all other Enservco SEC Reports) ), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Enservco Public Certifications are each true as of their respective dates of filing. As of the Effective Date, the shares of Enservco common stock are listed on NYSE American. (b) The Copies of RDE’s audited financial statements consisting of the balance sheet of RDE as at December 31 in each of the years 2022 and 2021 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the years then ended (the “Audited RDE Financials”), unaudited financial statements consisting of the balance sheet of RDE as at March 31 in each of the years 2023 and 2022 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the three (3)-month period then ended (the “Interim RDE Financials”), and notes contained or incorporated by reference in the Enservco Reports filed by RDE with the SEC Reports and the OTC Markets for (x) the fiscal years ended December 31, 2022, and December 31, 2021, and (y) the three-month periods ended March 31, 2023 and March 31, 2022 (the “Enservco Public RDE Financials” and, together with the Audited RDE Financials and the Interim RDE Financials, the “RDE Financials”) have been delivered to CardCash. The RDE Financials fairly present in all material respects the financial position condition and the results of operations, changes in shareholders’ equity, and cash flows of Enservco RDE at the respective dates of and for the periods referred to in such financial statementsRDE Financials, all in accordance with (i) GAAP methodologies in effect as of the respective dates thereof applied on a consistent basis throughout the periods involved (except, in the case of the Interim RDE Financials, subject to normal and recurring year-end audit adjustments (none of which are material individually or in the aggregate), and the absence of footnotes, none of which, if presented, would materially differ from those in the most recent Audited RDE Financials), and (ii) Regulation S-X or Regulation S-Kcomply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act and all other applicable Law in effect as applicable (except as may be indicated in of the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-Krespective dates thereof, as applicable). (c) Except as and to the extent reflected or reserved against in the Enservco Financialsotherwise disclosed on Schedule 3.7, Enservco neither RDE nor Merger Sub has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet prepared in accordance with GAAP that is are not adequately reflected or reserved against on or provided for the balance sheet included in the Enservco FinancialsAudited RDE Financials as at December 31, 2022 or the notes thereto, other than Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that have been incurred in the ordinary course of businessbusiness since December 31, 2022.

SEC Filings and Financials. (a) EnservcoThe Company, since May 1520, 2024, has filed all forms, reports, schedules, statements, prospectuses and other documents required to be filed or furnished by Enservco the Company with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements or supplements thereto. Except to the extent otherwise available on the SEC’s web site through XXXXXEDGAR, Xxxxxxxx the Company has delivered to the Company Enservco copies in the form filed with the SEC of all of the following: (i) Enservcothe Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, (ii) Enservcothe Company’s Quarterly Reports on Form 10-Q for each fiscal quarter in the fiscal year ended December 31, 2023, (iii) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by Enservco the Company with the SEC since May 1520, 2024 (the forms, reports, registration statements, prospectuses and other documents referred to in clauses (i), (ii) and (iii) above, whether or not available through XXXXX, are, collectively, the “Enservco Company SEC Reports”) and (iv) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to any report referred to in clause (i) above (collectively, the “Enservco Company Public Certifications”). The Enservco Company SEC Reports (y) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (z) did not, as of their respective effective dates (in the case of Enservco Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all other Enservco Company SEC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Enservco Company Public Certifications are each true as of their respective dates of filing. As of the Effective Date, the shares of Enservco Company’s common stock and Series A Preferred Stock are listed on NYSE Americanthe Nasdaq Global Market. (b) The financial statements and notes contained or incorporated by reference in the Enservco Company SEC Reports (the “Enservco Company Financials”) fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of Enservco the Company at the respective dates of and for the periods referred to in such financial statements, all in accordance with (i) GAAP methodologies applied on a consistent basis throughout the periods involved and (ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable). (c) Except as and to the extent reflected or reserved against in the Enservco Company Financials, Enservco the Company has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that is not adequately reflected or reserved on or provided for in the Enservco Company Financials, other than Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that have been incurred in the ordinary course of business.

SEC Filings and Financials. (a) EnservcoOn or before the Closing Date, since May 15, 2024, has USBL will have filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by Enservco USBL with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements or supplements thereto. Except to the extent otherwise available on the SEC’s web site through XXXXX, Xxxxxxxx has delivered to the Company copies in the form filed with the SEC of and will file all of the following: (i) Enservco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, (ii) Enservco’s Quarterly Reports on Form 10-Q for each fiscal quarter in the fiscal year ended December 31, 2023, (iii) all other such forms, reports, registration statementsschedules, prospectuses statements and other documents (other than preliminary materials) required to be filed by Enservco with subsequent to the SEC since May 15, 2024 date of this Agreement (the forms, reports, registration statements, prospectuses and other documents referred to in clauses (i), (ii) and (iii) above, whether or not available through XXXXX, are, collectively, the “Enservco SEC Reports”) and (iv) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to any report referred to in clause (i) above (collectively, the “Enservco Public Certifications”). The Enservco SEC Reports (yx) were will be prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (zy) did will not, as of their respective effective dates (in the case of Enservco SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all other Enservco SEC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Enservco Public Certifications are each true as of their respective dates of filing. As of the Effective Date, the shares of Enservco common stock are listed on NYSE American. (b) The financial statements and notes contained or incorporated by reference in the Enservco SEC Reports to be filed by USBL for the (x) fiscal years ended February 28, 2021 and February 28, 2022 and (y) the six-month periods ended August 31 2021 and August 31, 2022 (the “Enservco USBL Financials”) ), fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of Enservco USBL at the respective dates of and for the periods referred to in such financial statements, all in accordance conformity with (i) GAAP methodologies in effect as of the respective dates thereof applied on a consistent basis throughout the periods involved (except, in the case of the unaudited statements, subject to normal year-end audit adjustments none of which are material individually or in the aggregate, and the absence of footnotes, none of which, if presented, would materially differ from those in the most recent audited financial statements and (ii) Regulation S-X or Regulation S-Kcomply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable). (c) Except as and to the extent reflected or reserved against in the Enservco Financialsotherwise disclosed on Schedule 3.7, Enservco since February 28, 2022, USBL has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that is not adequately reflected or reserved on or provided for disclosed in the Enservco FinancialsUSBL Financials or the notes thereto other than: (i) Liabilities incurred in connection with this Agreement, other than or (ii) Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that have been incurred in the ordinary course of businessbusiness that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SEC Filings and Financials. (a) EnservcoOn or before the Closing Date, since May 15, 2024, has ATAO will have filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by Enservco ATAO with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements or supplements thereto. Except to the extent otherwise available on the SEC’s web site through XXXXX, Xxxxxxxx has delivered to the Company copies in the form filed with the SEC of and will file all of the following: (i) Enservco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, (ii) Enservco’s Quarterly Reports on Form 10-Q for each fiscal quarter in the fiscal year ended December 31, 2023, (iii) all other such forms, reports, registration statementsschedules, prospectuses statements and other documents (other than preliminary materials) required to be filed by Enservco with subsequent to the SEC since May 15, 2024 date of this Agreement (the forms, reports, registration statements, prospectuses and other documents referred to in clauses (i), (ii) and (iii) above, whether or not available through XXXXX, are, collectively, the “Enservco SEC Reports”) and (iv) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to any report referred to in clause (i) above (collectively, the “Enservco Public Certifications”). The Enservco SEC Reports (yx) were will be prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (zy) did will not, as of their respective effective dates (in the case of Enservco SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all other Enservco SEC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Enservco Public Certifications are each true as of their respective dates of filing. As of the Effective Date, the shares of Enservco common stock are listed on NYSE American. (b) The financial statements and notes contained or incorporated by reference in the Enservco SEC Reports to be filed by ATAO for the fiscal years ended March 31, 2023 and March 31, 2022 and (y) the three and nine month periods ended June 30, 2023 and December 31, 2023 (the “Enservco ATAO Financials”) ), fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of Enservco ATAO at the respective dates of and for the periods referred to in such financial statements, all in accordance conformity with (i) GAAP methodologies in effect as of the respective dates thereof applied on a consistent basis throughout the periods involved (except, in the case of the unaudited statements, subject to normal year-end audit adjustments none of which are material individually or in the aggregate, and the absence of footnotes, none of which, if presented, would materially differ from those in the most recent audited financial statements and (ii) Regulation S-X or Regulation S-Kcomply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable). ATAO will file a Form 8-K within four business days following the signing of this Agreement and will file a Form 8-K/A within four business days of the Closing Date, in any case no later than March 6, 2024. (c) Except as and to the extent reflected or reserved against in the Enservco Financialsotherwise disclosed on Schedule 3.7, Enservco since December 31, 2023, ATAO has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that is not adequately reflected or reserved on or provided for disclosed in the Enservco FinancialsATAO Financials or the notes thereto other than: (i) Liabilities incurred in connection with this Agreement, other than or (ii) Liabilities of the type required to be reflected on a balance sheet in accordance with GAAP that have been incurred in the ordinary course of businessbusiness that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.