Common use of Business Financial Statements Clause in Contracts

Business Financial Statements. The Company has delivered to the Purchasers complete and correct copies of the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1998 and December 31, 1997, and the related audited supplemental consolidated statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the years ended December 31, 1998, 1997 and 1996. Such audited financial statements are hereinafter referred to as the "Financial Statements." The Financial Statements are accompanied by the report of Ernst & Young LLP, which state that the Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the corporations to which they relate as of the respective dates specified and the results of their operations and changes in financial position for the respective periods specified, and that the audit by such accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 1999, and the related unaudited consolidated statement of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations and changes in cash flows for the respective periods specified. As of the date of this Agreement, the Purchasers are not aware that this representation is incorrect in any material respect.

Business Financial Statements. The Company has delivered to furnished each Purchaser of any Notes with the Purchasers complete and correct copies following financial statements, identified by a principal financial officer of the audited Company: (i) consolidating and consolidated balance sheets of the Company and its Subsidiaries as at December 31 in each of December 31, 1998 the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and December 31, 1997, consolidating and the related audited supplemental consolidated statements of operations, stockholdersincome and consolidated statements of cash flows and of shareholders' equity and cash flows of the Company and its Subsidiaries for the years ended December 31each such year, 1998, 1997 and 1996. Such audited financial statements are hereinafter referred to as the "Financial Statements." The Financial Statements are accompanied all reported on by the report of Ernst & Young LLPYoung, which state that the Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the corporations to which they relate as of the respective dates specified and the results of their operations and changes in financial position for the respective periods specified, and that the audit by such LLP or other independent public accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers complete recognized national standing and correct copies of the unaudited (ii) consolidating and consolidated balance sheet sheets of the Company and its Subsidiaries as at the end of March 31, 1999, the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the related unaudited comparable quarterly period in the preceding fiscal year and consolidated statement statements of operationsincome, stockholderscash flows and shareholders' equity for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. Such financial statements (including any related schedules and/or notes) are true and cash flows correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred required to as the "Unaudited Statements." The Unaudited Statements have been prepared be shown in accordance with GAAP consistently applied throughout such principles. The balance sheets fairly present the periods involved (except as otherwise specified therein) and present fairly the financial position condition of the Company and its Subsidiaries as of at the respective dates specifiedthereof, and the statements of income, shareholders' equity and cash flows fairly present the results of the operations of the Company and its Subsidiaries and their operations and changes in cash flows for the respective periods specifiedindicated. As There has not been a material adverse change in the business, property or assets, condition (financial or otherwise), operations or prospects of the date Company and its Subsidiaries taken as a whole since the end of this Agreement, the Purchasers are not aware that this representation is incorrect in any material respectmost recent fiscal year for which such audited financial statements have been furnished.

Business Financial Statements. The Company has delivered to the Purchasers complete and correct copies of the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1998 1999 and December 31, 19971998, and the related audited supplemental consolidated statements of operationsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for the years ended December 31, 1999 and 1998, 1997 and 1996. Such audited financial statements are hereinafter referred to as the "Financial Statements." The Financial Statements are accompanied by the report of Ernst & Young LLPArthxx Xxxexxxx XXX, which state states that the Financial Statements have been prepared present fairly, in accordance with GAAP consistently applied throughout all material respects, the periods involved (except as otherwise specified therein) and present fairly the consolidated financial position of the corporations to which they relate Company and its Subsidiaries as of the respective dates specified December 31, 1999 and 1998, and the results of their operations and changes in financial position their cash flows for the respective periods specifiedyears ended December 31, 1999 and 1998 in conformity with GAAP, and that the audit by such accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 19992000, and the related unaudited consolidated statement of operationsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Financial Statements and the Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations and changes in their cash flows for the respective periods specified. As of The Company's results for the date of this Agreementquarter ended June 30, 2000 will be consistent with the Purchasers are not aware that this representation is incorrect in any material respectestimated results previously disclosed to the Purchasers' representatives.

Business Financial Statements. The Company has delivered to the Purchasers complete and correct copies of the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1998 and December 31, 1997, and the related audited supplemental consolidated statements of operationsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for the years year ended December 31, 19981998 and for the period from August 14, 1997 and 1996(inception) to December 31, 1997. Such audited financial statements are hereinafter referred to as the "Financial Statements." The Financial Statements are accompanied by the report of Ernst & Young LLPArthxx Xxxexxxx XXX, which state states that the Financial Statements have been prepared present fairly, in accordance with GAAP consistently applied throughout all material respects, the periods involved (except as otherwise specified therein) and present fairly the consolidated financial position of the corporations to which they relate Company and its Subsidiaries as of the respective dates specified December 31, 1998 and 1997, and the results of their operations and changes in financial position their cash flows for the respective periods specifiedyear ended December 31, 1998 and for the period from August 14, 1997 (inception) to December 31, 1997 in conformity with GAAP, and that the audit by such accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 1999, and the related unaudited consolidated statement of operationsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Financial Statements and the Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations and changes in their cash flows for the respective periods specified. As of The Company's results for the date of this Agreementquarter ended June 30, 1999 will be consistent with the Purchasers are not aware that this representation is incorrect in any material respectestimated results previously disclosed to the Purchasers' representative.

Business Financial Statements. The Company has delivered to the Purchasers you complete and correct copies of (a) the audited consolidated balance sheets financial statements of GMH as and for the Company and its Subsidiaries as of fiscal years ending December 31, 1998 1992, 1993 and December 31, 1997, 1994 (including the balance sheets and the related audited supplemental consolidated statements of operationsincome and cash flows), stockholders' equity with the report thereon of Xxxxxx Xxxxxxxx LLP, independent public accountants, for 1994, and of Xxxx X. Xxxxxx, independent public accountant, for 1993 and 1992; (b) the audited balance sheet of GMH as and for the ten month period ending October 31, 1995, with the report thereon of Xxxxxx Xxxxxxxx LLP (the financial statements described in the foregoing clause (a) and in this clause (b) being referred to collectively as the "Audited Financial Statements"); (c) unaudited statements of income and cash flows of the Company and its Subsidiaries for the years ten months ended December October 31, 19981995 (the "Unaudited Financial Statements" and, 1997 and 1996. Such audited financial statements are hereinafter referred to as together with the Audited Financial Statements, the "Financial Statements." "); and (d) the pro forma balance sheet of the Company as of November 30, 1995 (the "Pro Forma Balance Sheet"), giving pro forma effect to the Acquisition, the issuance of the Notes and Warrants hereunder, the borrowing under the Senior Loan Agreement and the issuance of the Common Stock, the Preferred Stock and the Junior Subordinated Notes as contemplated hereby, as if such transactions were consummated on the date of the Pro Forma Balance Sheet. The Financial Statements are accompanied by the report of Ernst & Young LLP, which state that the Financial Statements have been prepared in accordance with GAAP consistently generally accepted accounting principles, applied on a consistent basis throughout the periods involved specified (except such changes as otherwise are therein specified therein) and except, in the case of the Unaudited Financial Statements, for the absence of footnotes and for year-end audit adjustments), and present fairly the financial position of the corporations to which they relate GMH as of the respective dates specified and the results of their its operations and changes in financial position for the respective periods specified, . The Pro Forma Balance Sheet gives pro forma effect to the Acquisition and that the audit other transactions contemplated hereby and by such accountants the Senior Loan Agreement and the issuance of the Financial Statements Common Stock, the Preferred Stock and the Junior Subordinated Notes in connection with such transactions. The Pro Forma Balance Sheet has been prepared on the basis stated therein (including the assumptions set forth therein, which were reasonable assumptions when made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 1999, and the related unaudited consolidated statement of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries reasonable assumptions as of the respective dates specified, and the results of their operations and changes in cash flows for the respective periods specified. As of the date of this Agreement, the Purchasers are not aware that this representation is incorrect in any material respecthereof).

Business Financial Statements. The Company has delivered to the Purchasers Purchaser complete and correct copies of the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1998 1999 and December 31, 19971998, and the related audited supplemental consolidated statements of operationsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for the years ended December 31, 1999 and December 31, 1998, 1997 and 1996. Such audited financial statements are hereinafter referred to as the "Financial Statements." The Financial Statements are accompanied by the report of Ernst Cherry, Bekaert & Young LLPHolland, L.L.P., which state states that the Financial Statements have been prepared present fairly, in accordance with GAAP consistently applied throughout all material respects, the periods involved (except as otherwise specified therein) and present fairly the consolidated financial position of the corporations to which they relate Company and its Subsidiaries as of the respective dates specified December 31, 1999 and 1998, and the results of their operations and changes their cash flows for each of the three years in financial position for the respective periods specifiedperiod ended December 31, 1999 in conformity with GAAP, and that the audit by such accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers Purchaser complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31September 30, 19992000, and the related unaudited consolidated statement of operationsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Financial Statements and the Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly fairly, in all material respects, the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations and changes in their cash flows for the respective periods specified. As of the date of this Agreement, the Purchasers are not aware that this representation is incorrect in any material respect.

Business Financial Statements. The Company has delivered to the Purchasers Purchaser complete and correct copies of the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1998 1999 and December 31, 19971998, and the related audited supplemental consolidated statements of operationsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for the years ended December 31, 1999 and December 31, 1998, 1997 and 1996. Such audited financial statements are hereinafter referred to as the "Financial Statements." The Financial Statements are accompanied by the report of Ernst Cherry, Bekaert & Young LLPHolland, L.L.P., which state states that the Financial Statements have been prepared present fairly, in accordance with GAAP consistently applied throughout all material respects, the periods involved (except as otherwise specified therein) and present fairly the consolidated financial position of the corporations to which they relate Company and its Subsidiaries as of the respective dates specified December 31, 1999 and 1998, and the results of their operations and changes their cash flows for each of the three years in financial position for the respective periods specifiedperiod ended December 31, 1999 in conformity with GAAP, and that the audit by such accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers Purchaser complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31June 30, 19992000, and the related unaudited consolidated statement of operationsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Financial Statements and the Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations and changes in their cash flows for the respective periods specified. As of the date of this Agreement, the Purchasers are not aware that this representation is incorrect in any material respect.

Business Financial Statements. The Company has delivered to the Purchasers complete and correct copies of the audited supplemental consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1998 1997 and December 31, 19971996, and the related audited supplemental consolidated statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the years ended December 31, 19981997, 1997 1996 and 19961995. Such audited financial statements are hereinafter referred to as the "Financial Statements." The Financial Statements are accompanied by the report of Ernst & Young LLPLLP 1997 and 1996 and by the report of Price Waterhouse Coopers for 1995, which state that the Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the corporations to which they relate as of the respective dates specified and the results of their operations and changes in financial position for the respective periods specified, and that the audit by such accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31September 30, 19991998, and the related unaudited consolidated statement of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations and changes in cash flows for the respective periods specified. As of the date of this Agreement, the Purchasers are not aware that this representation is incorrect in any material respect.. 5.5

Business Financial Statements. The Company has delivered to the ------------------------------ Purchasers complete and correct copies of the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1998 1999 and December 31, 19971998, and the related audited supplemental consolidated statements of operationsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for the years ended December 31, 1999 and 1998, 1997 and 1996. Such audited financial statements are hereinafter referred to as the "Financial Statements." The Financial Statements are accompanied by the report of Ernst & Young Xxxxxx Xxxxxxxx LLP, which state states that the Financial Statements have been prepared present fairly, in accordance with GAAP consistently applied throughout all material respects, the periods involved (except as otherwise specified therein) and present fairly the consolidated financial position of the corporations to which they relate Company and its Subsidiaries as of the respective dates specified December 31, 1999 and 1998, and the results of their operations and changes in financial position their cash flows for the respective periods specifiedyears ended December 31, 1999 and 1998 in conformity with GAAP, and that the audit by such accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 19992000, and the related unaudited consolidated statement of operationsincome, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Financial Statements and the Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations and changes in their cash flows for the respective periods specified. As of The Company's results for the date of this Agreementquarter ended June 30, 2000 will be consistent with the Purchasers are not aware that this representation is incorrect in any material respectestimated results previously disclosed to the Purchasers' representatives.

Business Financial Statements. The Company has delivered to Section 5.8 of the Purchasers complete GE Disclosure Letter contains true and correct copies of (a) the audited consolidated balance sheets statement of the Company financial position of “GE ISC and its Subsidiaries Consolidated Subsidiaries” as of at December 31, 1998 2004 and December 31, 19972003, and the related audited supplemental consolidated statements of operationsearnings, stockholders' stockholder’s equity and cash flows for each of the Company and its Subsidiaries for years in the years three-year period ended December 31, 19982004 (such audited statements, 1997 including related notes, are referred to herein as the “Audited Business Financial Statements”), and 1996. Such audited (b) the unaudited, condensed, consolidated statement of financial position of “GE ISC and Consolidated Subsidiaries” as at June 30, 2005 and the related unaudited, condensed, consolidated statements of current and retained earnings and cash flows for the six (6) month period then ended (such unaudited statements are hereinafter referred to herein as the "“Unaudited Business Financial Statements." The ”). Each of the Audited Business Financial Statements are accompanied by the report of Ernst & Young LLP, which state that the Financial Statements have has been prepared based on the accounting books and records of “GE ISC and its Consolidated Subsidiaries” in accordance with GAAP consistently applied throughout the periods involved (except and presents fairly, in all material respects, the consolidated financial position, results of operations and cash flows of “GE ISC and Consolidated Subsidiaries” as otherwise specified at the dates and for the periods indicated therein) and present fairly the financial position . Each of the corporations to which they relate as of the respective dates specified and the results of their operations and changes in financial position for the respective periods specified, and that the audit by such accountants of the Unaudited Business Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to prepared based on the Purchasers complete accounting books and correct copies records of GE ISC, the unaudited consolidated balance sheet of the Company other Polaris Companies and its Subsidiaries as of March 31, 1999, and the related unaudited consolidated statement of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Unaudited Statements have been prepared ERAC in accordance with GAAP consistently applied throughout the periods involved and present fairly, in all material respects, the combined financial position and results of operations of GE ISC, the other Polaris Companies and ERAC; except that such Unaudited Business Financial Statements are (i) condensed and do not include footnotes, year-end adjustments and certain other disclosures which might be required for such information to be presented in accordance with GAAP and (ii) reflect a change in reporting entity as a result of the conversion of General Electric Capital Corporation’s preferred stock investment in ERC into a direct common stock investment in GE ISC. For the purposes hereof, the unaudited condensed, consolidated statement of financial position included in the Unaudited Business Financial Statements is referred to as the “Balance Sheet.” The Additional Financial Statements will be prepared, subject to the matters contemplated by Section 7.7, on a basis consistent with the prior quarterly financial statements of GE ISC and its Consolidated Subsidiaries, except (i) as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations and required by changes in cash flows for the respective periods specified. As of Law, GAAP or SAP after the date of this Agreementhereof and (ii) changes in accounting methods, the Purchasers are not aware principles or practices that this representation is incorrect in any material respectaffect GE Subsidiaries generally.