Common use of Audited and Unaudited Financial Statements Clause in Contracts

Audited and Unaudited Financial Statements. (i) The Borrower Audited Financial Statements (x) were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein and (y) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the respective dates thereof and their results of operations for the respective periods covered thereby in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein. (ii) The Target Audited Financial Statements (x) were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein and (y) fairly present in all material respects the financial condition of Target and its Subsidiaries as of the dates thereof and their results of operations for the respective periods covered thereby in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein. (iii) The Borrower Quarterly Financial Statements (x) were prepared in accordance with GAAP, except as otherwise expressly noted therein and for year-end audit adjustments and absence of footnotes and (y) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date and for the period to which they relate. (iv) The Target Quarterly Financial Statements (x) were prepared in accordance with GAAP, except as otherwise expressly noted therein and for year-end audit adjustments and absence of footnotes and (y) fairly present in all material respects the financial condition of the Target and its Subsidiaries as of the date and for the period to which they relate.

Audited and Unaudited Financial Statements. (i) The Borrower Audited Financial Statements (x) were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein and (y) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the respective dates thereof and their results of operations for the respective periods covered thereby in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein. (iii) The Target Audited Financial Statements (x) were prepared in accordance with Japanese GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein and (y) fairly present in all material respects the financial condition of Target and its Subsidiaries as of the dates thereof and their results of operations for the respective periods covered thereby in accordance with Japanese GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein. (iiiii) The Borrower Quarterly Financial Statements (x) were prepared in accordance with GAAP, except as otherwise expressly noted therein and for normal year-end audit adjustments and absence of footnotes and (y) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date and for the period to which they relate. (iviii) The Target Quarterly Financial Statements (x) were prepared in accordance with Japanese GAAP, except as otherwise expressly noted therein and for normal year-end audit adjustments and absence of footnotes and (y) fairly present in all material respects the financial condition of the Target and its Subsidiaries as of the date and for the period to which they relate.

Audited and Unaudited Financial Statements. (i) The Borrower Audited Each of the MedAssets Financial Statements and the Broadlane Financial Statements (x) were prepared in accordance with GAAP consistently applied throughout the respective periods period covered thereby, except as otherwise expressly noted therein and (y) fairly present in all material respects the financial condition of Broadlane or the Borrower, as applicable as of the date thereof and its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The unaudited consolidated financial statements of each of the Borrower and Broadlane for the quarters ended March 31, 2010, June 30, 2010, and September 30, 2010, (x) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (y) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries or Broadlane, as applicable, as of the respective dates thereof and their respective results of operations for the respective periods covered thereby in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein. (ii. After the Closing Date, the financial statements of the Borrower and its subsidiaries delivered pursuant to Section 6.01(a) The Target Audited Financial Statements (x) were have been prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, (except as otherwise expressly noted therein therein) and (y) present fairly present and accurately in all material respects the financial condition and results of Target operations and cash flows of Borrower and its Subsidiaries as of the dates thereof and their results of operations for the respective periods covered thereby in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein. (iii) The Borrower Quarterly Financial Statements (x) were prepared in accordance with GAAP, except as otherwise expressly noted therein and for year-end audit adjustments and absence of footnotes and (y) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date and for the period to which they relate. (iv) The Target Quarterly Financial Statements (x) were prepared in accordance with GAAP, except as otherwise expressly noted therein and for year-end audit adjustments and absence of footnotes and (y) fairly present in all material respects the financial condition of the Target and its Subsidiaries as of the date and for the period to which they relate.