Common use of Audited and Unaudited Financial Statements Clause in Contracts

Audited and Unaudited Financial Statements. Prior to the Closing Date, the Administrative Agent and each of the lenders have received: (i) the financial statements of Carlisle and its consolidated Subsidiaries (and its respective predecessors) as of December 31, 2006 and the consolidated balance sheet of Carlisle and its consolidated Subsidiaries (and its respective predecessors), and the related consolidated statements of income and statement of cash flows as of June 30, 2007, together with a certification by an Independent Accountant reasonably acceptable to the Administrative Agent (acting at the direction of the Majority Lenders), to the effect that such statements fairly present in all material respects the consolidated financial condition of Carlisle and its consolidated Subsidiaries (and its respective predecessors) as of the dates indicated and the results of their consolidated operations and changes in financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years except as disclosed therein (which report shall be without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), and (ii) the balance sheet of Carlisle and its consolidated Subsidiaries as of June 30, 2007 and the related consolidated statements of income for such fiscal quarter and the related consolidated statements of cash flows for the elapsed portion of the fiscal year ended with the last day of such fiscal quarter, all of which shall be certified by the chief financial officer or other Authorized Officer of Carlisle that they fairly present in all material respects in accordance with GAAP the consolidated financial condition of Carlisle and its consolidated Subsidiaries as of the dates indicated and the consolidated results of their operations and/or changes in their cash flows for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes.

Audited and Unaudited Financial Statements. Prior to the Closing Date, the Administrative Agent and each of the lenders have received: (iA) the The unaudited financial statements of Carlisle and its consolidated Subsidiaries (and its respective predecessors) the Corporation as of and for the years ended December 31, 2006 2006, 2005 and the consolidated balance sheet of Carlisle and its consolidated Subsidiaries (and its respective predecessors), and the related consolidated statements of income and statement of cash flows as of June 30, 20072004, together with a certification by an Independent Accountant reasonably acceptable to the Administrative Agent related notes and schedules, if any (acting at collectively, the direction of the Majority Lenders“Available Financial Statements”), true, correct and complete copies of which the Corporation has previously delivered to the effect that such Buyer (a copy of which is attached hereto as Exhibit G), (A) have been prepared in accordance with GAAP; (B) subject to normal auditing adjustments, present fairly, and are true, correct and complete statements fairly present in all material respects of the consolidated financial condition of Carlisle and its consolidated Subsidiaries (and its respective predecessors) as of the dates indicated and the results of their consolidated operations operations, retained earnings, shareholders’ equity and changes in financial position cash flows of the Corporation as at and for the periods indicated therein specified; (C) subject to normal auditing adjustments, do not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in conformity light of the circumstances under which such statements were made, not misleading with GAAP applied on respect to the periods covered thereby; and (D) have been prepared from and are in accordance with the accounting Books and Records of the Corporation. The Corporation has delivered to Buyer (or will deliver prior to Closing) copies of all letters from its auditors during the thirty-six (36) months preceding the execution of this Agreement, together with copies of all responses thereto. (B) As provided in Section 8(g), below, the Corporation will hereafter cause to be delivered to the Buyer prior to Closing (x) a basis consistent copy of the audited financial statements of the Corporation as of and for the years ended December 31, 2006, 2005 and 2004 (the “Audited Financial Statements”), together with prior years except as disclosed therein the related notes and schedules (if any), which report Audited Financial Statements shall be issued without a “going concern” or like qualification or exception and without any qualification or exception as to by the scope of such audit)auditors, and (iiy) a copy of the balance sheet unaudited financial statements of Carlisle and its consolidated Subsidiaries the Corporation as of June 30and for the two-month period ended February 28, 2007 and (the “Unaudited Stub Financial Statements”), together with the related consolidated statements notes and schedules (if any) (together with the Audited Financial Statements, the “Additional Financial Statements”). (C) Except as and to the extent shown or provided for in the Available Financial Statements or as disclosed in any of income the Schedules to this Agreement, and except as and to the extent it may be hereafter shown or provided for in the Additional Financial Statements, or such current liabilities as may have been incurred since February 28, 2007 in the ordinary course of business, the Corporation has no material liabilities or obligations (whether accrued, absolute, contingent or otherwise). As of February 28, 2007, there was no material asset used by the Corporation in its operations that has not been reflected in the Available Financial Statements or will not hereafter be reflected in the Additional Financial Statements, and, except as set forth in the Unaudited Stub Financial Statements or disclosed in any Schedule to this Agreement, no material assets have been acquired by the Corporation since such date except those acquired in the ordinary course of business. (D) There has been not been a decrease in stockholders’ equity of 5% or greater as compared with the amount shown for such fiscal quarter and stockholders’ equity at February 28, 2007, as reflected in the related consolidated statements of cash flows for the elapsed portion of the fiscal year ended with the last day of such fiscal quarter, all of which shall be certified by the chief financial officer or other Authorized Officer of Carlisle that they fairly present in all material respects in accordance with GAAP the consolidated financial condition of Carlisle and its consolidated Subsidiaries as of the dates indicated and the consolidated results of their operations and/or changes in their cash flows for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotesUnaudited Stub Financial Statements.