Common use of Financial Statements and SEC Reports Clause in Contracts

Financial Statements and SEC Reports. (a) eMerge has previously furnished or made available to the Company (via ▇▇▇▇▇) a true and complete copy of the audited financial statements of eMerge for each of the years ended December 31, 2003, 2004 and 2005 (the ”Audited eMerge Financial Statements”) and the unaudited financial statements of eMerge for the three month periods ended March 31, 2006 and June 30, 2006 (the “Unaudited eMerge Financial Statements” and collectively with the Audited eMerge Financial Statements, the “eMerge Financial Statements”). The eMerge Financial Statements (including any related notes and schedules) fairly present in all material respects the financial position of eMerge as of the dates thereof and the results of operations and cash flows for the periods or as of the dates then ended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). (b) eMerge has filed all forms, reports, statements, schedules and other documents (including all annexes, exhibits, schedules, amendments and supplements thereto) required to be filed by it with the SEC since December 31, 2003 (such forms, reports, statements, schedules and documents filed by it with the SEC, including any such forms, reports, statements, schedules and other documents filed by eMerge with the SEC after the date of this Agreement and prior to the Closing Date, are referred to herein, collectively, as the “SEC Reports”). As of their respective filing dates, the SEC Reports (including all information incorporated therein by reference but excluding any information provided in writing by the Company for inclusion or incorporation by reference in any such SEC Report) (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and (ii) did not 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 therein, in the light of the circumstances under which they were made, not misleading. (c) The books and records of eMerge are complete and correct in all material respects and have been maintained in accordance with good business practices and contain a true and complete record of all meetings or proceedings of its board of directors and the stockholders. The stock ledger of the Company is complete and reflects all issuances, transfers, repurchases and cancellations of shares of capital stock of eMerge.

Financial Statements and SEC Reports. (a) eMerge Parent has previously furnished or made available to the Company copies of (via ▇▇▇▇▇a) a true the unaudited consolidated balance sheet, as of September 30, 2014, of Parent and complete copy its Subsidiaries, and the unaudited consolidated statements of earnings and cash flows of Parent and its Subsidiaries for the nine-month period then ended (such statements, the “Latest Parent Financial Statements”), and (b) the audited financial consolidated balance sheets, as of December 31, 2013, December 31, 2012 and December 31, 2011 of Parent and its Subsidiaries and the audited consolidated statements of eMerge earnings, stockholders’ equity and cash flows of Parent and its Subsidiaries for each of the fiscal years ended December 31, 20032013, 2004 December 31, 2012 and 2005 December 31, 2011 (such statements, the ”Audited eMerge “Annual Parent Financial Statements”) and the unaudited financial statements of eMerge for the three month periods ended March 31, 2006 and June 30, 2006 (the “Unaudited eMerge Financial Statements,” and collectively together with the Audited eMerge Latest Parent Financial Statements, the “eMerge Parent Financial Statements”). The eMerge Parent Financial Statements (including any related notes and schedules) fairly present present, in all material respects respects, the consolidated financial position of eMerge Parent and its Subsidiaries, as of the dates thereof date thereof, and the consolidated results of operations and changes in cash flows of Parent and its Subsidiaries, for the periods or as of the dates then ended (period set forth therein, subject, in the case of the unaudited interim financial statementsLatest Parent Financial Statements, to normal year-end adjustments), in each case adjustments and the absence of footnote disclosures. Each of Parent Financial Statements (including all related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (GAAP, except as otherwise disclosed noted therein, and subject, in the notes thereto)case of the Latest Parent Financial Statements, to normal year-end adjustments and the absence of footnote disclosures. The Latest Parent Financial Statements have been prepared from the books and records of Parent and its Subsidiaries, in all material respects, on a basis consistent with the Annual Parent Financial Statements, subject to normal year-end adjustments and the absence of footnote disclosures. The system of internal controls over financial reporting of Parent and its Subsidiaries is sufficient in all material respects to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP. (b) eMerge Parent has timely filed in all material respects all forms, reports, statements, schedules certifications and other documents (including all annexes, exhibits, schedules, amendments and supplements thereto) required to be filed by it with the SEC under applicable Law, including the Exchange Act since December 31, 2003 2010 (such forms, reports, statements, schedules and documents filed by it with the SECsince December 31, including any such forms, reports, statements, schedules and other documents filed by eMerge with the SEC after the date of this Agreement 2010 and prior to the Closing Datedate hereof, are referred to herein, collectively, as the “SEC Parent Reports”). As of their respective filing dates, each of the SEC Parent Reports (including all information incorporated therein by reference but excluding any information provided in writing by the Company for inclusion or incorporation by reference in any such SEC Report) (i) complied as to form in all material respects with the applicable requirements of the Securities Act or applicable Law, including the Exchange Act, as applicablethe Securities Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations promulgated thereunder, each as in effect on the date so filed. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates (ii) did not contain and if so amended or superseded, then on the date of such subsequent filing), none of the Parent Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) The books and records of eMerge are complete and correct in all material respects and have been maintained in accordance with good business practices and contain a true and complete record of all meetings or proceedings of its board of directors and the stockholders. The stock ledger As of the Company date hereof, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent Reports. As of the date hereof, to the knowledge of Parent, none of the Parent Reports is complete and reflects all issuancesthe subject of ongoing SEC review or investigation, transfersother than any review or investigation initiated as a result of the transactions contemplated by this Agreement. None of the Subsidiaries of Parent is required to file any forms, repurchases and cancellations reports or other documents with the SEC pursuant to Section 13 or 15 of shares of capital stock of eMergethe Exchange Act.

Financial Statements and SEC Reports. (a) eMerge has previously furnished or made available to Attached hereto as Schedule 4.03(a) are copies of (a) the unaudited consolidated balance sheet, as of September 30, 2014, of the Company (via ▇▇▇▇▇) a true and complete copy its Subsidiaries, and the unaudited consolidated statements of earnings and cash flows of the Company and its Subsidiaries for the nine-month period then ended (such statements, the “Latest Company Financial Statements”), and (b) the audited financial consolidated balance sheets, as of December 31, 2013, December 31, 2012 and December 31, 2011 of the Company and its Subsidiaries and the audited consolidated statements of eMerge for each earnings, stockholders’ equity and cash flows of the Company and its Subsidiaries for the fiscal years ended December 31, 20032013, 2004 December 31, 2012 and 2005 December 31, 2011 (such statements, the ”Audited eMerge “Annual Company Financial Statements”) and the unaudited financial statements of eMerge for the three month periods ended March 31, 2006 and June 30, 2006 (the “Unaudited eMerge Financial Statements,” and collectively together with the Audited eMerge Latest Company Financial Statements, the “eMerge Company Financial Statements”). The eMerge Company Financial Statements (including any related notes and schedules) fairly present present, in all material respects respects, the consolidated financial position of eMerge as of the dates thereof Company and its Subsidiaries and the consolidated results of operations and changes in cash flows of the Company and its Subsidiaries, at and for the periods or as of the dates then ended (presented, subject, in the case of the unaudited interim financial statementsLatest Company Financial Statements, to normal year-end adjustmentsadjustments and the absence of footnote disclosures. Except as set for on Schedule 4.03(a), in each case of the Company Financial Statements (including all related notes) has been prepared in accordance with GAAP consistently applied during and Regulation S-X under the periods involved (Securities Act, except as otherwise disclosed noted therein, and subject, in the notes theretocase of the Latest Company Financial Statements, to normal year-end adjustments and the absence of footnote disclosures. The Latest Company Financial Statements have been prepared from the books and records of the Company and its Subsidiaries, in all material respects, on a basis consistent with the Annual Company Financial Statements, subject to normal year-end adjustments and the absence of footnote disclosures. Except as set for on Schedule 4.03(a), the system of internal controls over financial reporting of the Company and its Subsidiaries is sufficient in all material respects to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP. (b) eMerge Except as set forth on Schedule 4.03(b), CRC Health Corporation has timely filed all forms, reports, statements, schedules certifications and other documents (including all annexes, exhibits, schedules, amendments and supplements thereto) required to be filed by it with the SEC under applicable Law, including the Exchange Act, since December 31, 2003 2010 (such forms, reports, statements, schedules and documents filed by it with the SEC, including any such forms, reports, statements, schedules certifications and other documents (including all exhibits, amendments and supplements thereto) filed by eMerge with the SEC after the date of this Agreement since December 31, 2010 and prior to the Closing Datedate hereof, are referred to herein, collectively, as the “SEC Company Reports”). As of their respective filing dates, the SEC Reports (including all information incorporated therein by reference but excluding any information provided in writing by each of the Company for inclusion or incorporation by reference in any such SEC Report) (i) Reports complied as to form in all material respects with the applicable requirements of the Securities Act or applicable Law, including the Exchange Act, as applicablethe Securities Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations promulgated thereunder, each as in effect on the date so filed. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates (iiand if so amended or superseded, then on the date of such subsequent filing), none of the Company Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof there are no outstanding or unresolved comments received from the SEC staff with respect to the Company Reports. As of the date hereof, to the knowledge of the Company, none of the Company Reports is the subject of ongoing SEC review or investigation. None of the Subsidiaries of the Company is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (c) did The information supplied by the Company in writing expressly for inclusion or incorporation by reference in the Merger Shelf Registration Statement (as defined in the Registration Rights Agreement) shall not at the time the Merger Shelf Registration Statement becomes effective (or, with respect to any post-effective amendment or prospectus supplement, at the time such post-effective amendment becomes effective or prospectus supplement is filed with the U.S. Securities and Exchange Commission (the “SEC”)) contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.03(c) will not apply to statements or omissions included or incorporated by reference in the Merger Shelf Registration Statement based upon information furnished by or on behalf of Parent, Copper or any of their respective representatives. (cd) The books (i) Cash as of September 30, 2014 is as set forth on Schedule 4.03(d)(i), (ii) Net Working Capital as of September 30, 2014, is as set forth on Schedule 4.03(d)(ii) and records (iii) Outstanding Indebtedness as of eMerge are complete and correct in all material respects and have been maintained in accordance with good business practices and contain a true and complete record of all meetings or proceedings of its board of directors and September 30, 2014, is as set forth on Schedule 4.03(d)(iii), determined based on the stockholders. The stock ledger facts known by the Company as of the Company is complete and reflects all issuances, transfers, repurchases and cancellations date of shares of capital stock of eMergethis Agreement.

Financial Statements and SEC Reports. (aAttached hereto as Schedule 2.1(f) eMerge has previously furnished or made available to the Company (via ▇▇▇▇▇) a are true and complete copy copies of the audited financial statements of eMerge the Company for each of the its fiscal years ended December ending October 31, 2003, 2004 2010 and 2005 (the ”Audited eMerge Financial Statements”) “2011. and the unaudited financial statements of eMerge the Company for the three month periods ended March three-months ending January 31, 2006 and June 302012 (collectively, 2006 (the “Unaudited eMerge Financial Statements” and collectively with the Audited eMerge Financial Statements, the “eMerge Financial Statements”). The eMerge Financial Statements (including any related notes and schedules) have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved, and, fairly present in all material respects the financial position of eMerge the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended. Neither the Financial Statements nor any other information provided by or as on behalf of the dates then ended (subjectCompany to Purchaser, in the case of the unaudited interim financial statementsincluding, to normal year-end adjustments)without limitation, in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). (b) eMerge has filed all forms, reports, statements, schedules and other documents (including all annexes, exhibits, schedules, amendments and supplements thereto) required to be filed by it with the SEC since December 31, 2003 (such forms, reports, statements, schedules and documents filed by it with the SEC, including any such forms, reports, statements, schedules and other documents filed by eMerge with the SEC after the date of this Agreement and prior to the Closing Date, are information referred to hereinin this Agreement, collectively, as the “SEC Reports”). As of their respective filing dates, the SEC Reports (including all information incorporated therein by reference but excluding any information provided in writing by the Company for inclusion or incorporation by reference in any such SEC Report) (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and (ii) did not collectively contain any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Since October 31, 2011, no changes, occurrences or developments shall have occurred or become known to the Company that would be reasonably expected to have a material adverse effect on the business, properties, prospects, assets, liabilities or condition (financial or otherwise) of the Company and its subsidiaries taken individually or in the aggregate (a “Material Adverse Effect”). The Company and its subsidiaries have no material liability, contingent or otherwise except those reflected on the Financial Statements and those incurred in the ordinary course since October 31, 2011. A copy of all reports required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the “SEC Reports” are available for review on the SEC’s website, ▇▇▇. (c) The books and records ▇▇▇.▇▇▇. As of eMerge are complete and correct their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been maintained prepared in accordance with good business practices generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto, and contain a true and complete record of fairly present in all meetings or proceedings of its board of directors and material respects the stockholders. The stock ledger financial position of the Company is complete and reflects all issuancesits consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, transferssubject, repurchases and cancellations in the case of shares of capital stock of eMergeunaudited statements, to normal, immaterial, year-end audit adjustments.