Common use of Financial Information and Books and Records Clause in Contracts

Financial Information and Books and Records. (a) True and complete copies of the audited balance sheet of the Company for each of the three fiscal years ended as of 31 December 1994, 31 December 1995 and 31 December 1996, and the related audited statements of income, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company's accountants (collectively referred to herein as the "Financial Statements") have been delivered by the Seller to the Purchaser. The Financial Statements and the Net Assex Xxst Reference Balance Sheet (i) were prepared in accordance with the books of account and other financial records of the Company, (ii) present fairly the financial condition and results of operations of the Company as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with the Accounting Principles and (iv) include all adjustments (consisting only of normal adjustments) that are necessary for a fair presentation of the financial condition of the Company and the results of the operations of the Company as of the dates thereof or for the periods covered thereby, except in the case of the Net Asset Test Reference Balance Sheet (a copy of which is set forth in Section 3.06(a) of the Seller's Disclosure Schedule), which excludes (x) any indebtedness for borrowed money of the Company and (y) any Cash other than cash in the amount of any checks outstanding. (b) The books of account and other financial records of the Company: (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with the Accounting Principles and (ii) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies. (c) The minute books of the Company contain accurate records of all meetings and accurately reflect all other actions taken by the Company or by the Seller as sole stockholder thereof. Complete and accurate copies of all such minute books have been provided to the Purchaser.

Financial Information and Books and Records. (a) True The Shareholders have previously furnished the Parent complete and complete accurate copies of (i) the audited consolidated GAAP balance sheet of the Company and the Subsidiary for each of the three fiscal years ended as of 31 December March 29, 1996, March 31, 1995, and April 1, 1994, 31 December 1995 and 31 December 1996, and the related audited GAAP consolidated statements of incomeearnings, stockholder's equity and cash flows for each of such periods then ended together with all related notes and schedules thereto, accompanied by the reports thereon of the Company's accountants Company and the Shareholders' Accountants (collectively referred to herein as the "Company GAAP Statements") and (ii) the unaudited GAAP consolidated balance sheets of the Company and its Subsidiary as May 31, 1996, and the related unaudited GAAP consolidated statements of earnings for two-month period then ended (collectively referred to herein as the "Company Interim GAAP Statements" and, together with the Company GAAP Statements, the "Financial Statements") have been delivered by the Seller to the Purchaser). The Financial Statements and the Net Assex Xxst Reference Balance Sheet (i) were prepared in accordance with the books of account and other financial records of the CompanyCompany and the Subsidiary, (ii) present fairly in all material respects the consolidated financial condition and results of operations of the Company and the Subsidiary as of the dates thereof or for the periods covered thereby, (iii) have been prepared thereby in accordance with GAAP, applied on a basis consistent with the Accounting Principles past practices of the Company, and (iviii) include all adjustments (consisting only of normal adjustments) that are necessary for a fair presentation of the consolidated financial condition of the Company and the results of the operations of the Company and the Subsidiary as of the dates thereof or for the periods covered therebythereby in accordance with GAAP (subject, except in the case of the Net Asset Test Reference Balance Sheet (a copy of which is set forth in Section 3.06(a) of the Seller's Disclosure ScheduleCompany Interim GAAP Statements, to normal year-end audit adjustments), which excludes (x) any indebtedness for borrowed money of the Company and (y) any Cash other than cash in the amount of any checks outstanding. (b) The books of account and other financial records of the CompanyCompany and the Subsidiary: (i) reflect all items of income and expense and all assets and Liabilities liabilities required to be reflected therein in accordance with the Accounting Principles and GAAP, (ii) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies(iii) have been maintained in accordance with good business and accounting practices. (c) The minute books LLC Subsidiary has no liabilities except as disclosed in Section 3.08(c) of the Company contain accurate records Disclosure Schedule. All receipts and disbursements of all meetings the LCC Subsidiary are reflected in its bank account or will be reflected in the Company's June and accurately reflect all other actions taken by the Company or by the Seller as sole stockholder thereof. Complete and accurate copies of all such minute books have been provided to the PurchaserJuly, 1996 inter-company account.

Financial Information and Books and Records. (a) True and complete copies of (i) the audited consolidated balance sheet of the Company Partnership and the Subsidiaries for each of the three fiscal years ended as of 31 December 31, 1994, 31 December 31, 1995 and 31 December 31, 1996, and the related audited consolidated statements of income, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company's accountants Sellers' Accountants (collectively referred to herein as the "Financial Statements") and (ii) the unaudited consolidated balance sheet of the Partnership and the Subsidiaries for the quarter ending March 31, 1997, and the related consolidated statements of income of the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Interim Financial Statements") have been delivered by the Seller Sellers to the Purchaser. The Financial Statements, the Interim Financial Statements and the Net Assex Xxst Asset Test Reference Balance Sheet (i) were prepared in accordance with the books of account and other financial records of the CompanyPartnership, (ii) present fairly the consolidated financial condition and results of operations of the Company Partnership and the Subsidiaries as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with the Accounting Principles U.S. GAAP and (iv) include all adjustments (consisting only of normal adjustmentsaccruals) that are necessary for a fair presentation of the consolidated financial condition of the Company Partnership and the Subsidiaries and the results of the operations of the Company Partnership and the Subsidiaries as of the dates thereof or for the periods covered thereby, except in the case of the Net Asset Test Reference Balance Sheet (a copy of which is set forth in Section 3.06(a) of the Seller's Sellers' Disclosure Schedule), which excludes (xi) any indebtedness for borrowed money of the Company Partnership and the Subsidiaries, (yii) any Cash cash or cash equivalents other than cash in the amount of any checks outstanding, and (iii) the assets and liabilities of Premier. (b) The books of account and other financial records of the Company: Partnership and the Subsidiaries: (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with the Accounting Principles U.S. GAAP and (ii) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies. (c) The minute books of the Company Partnership and the Subsidiaries contain accurate records of all meetings and accurately reflect all other actions taken by the Company Partners or by the Seller as sole stockholder Stockholders thereof. Complete and accurate copies of all such minute books have been provided to the Purchaser.

Financial Information and Books and Records. (a) True and complete copies of (i) the audited consolidated balance sheet of the Company Partnership and the Subsidiaries for each of the three fiscal years ended as of 31 December 31, 1994, 31 December 31, 1995 and 31 December 31, 1996, and the related audited consolidated statements of income, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company's accountants Sellers' Accountants (collectively referred to herein as the "Financial Statements") and (ii) the unaudited consolidated balance sheet of the Partnership and the Subsidiaries for the quarter ending March 31, 1997, and the related consolidated statements of income of the Company, together with all related notes and schedules thereto (collectively referred to 23 18 herein as the "Interim Financial Statements") have been delivered by the Seller Sellers to the Purchaser. The Financial Statements, the Interim Financial Statements and the Net Assex Xxst Asset Test Reference Balance Sheet (i) were prepared in accordance with the books of account and other financial records of the CompanyPartnership, (ii) present fairly the consolidated financial condition and results of operations of the Company Partnership and the Subsidiaries as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with the Accounting Principles U.S. GAAP and (iv) include all adjustments (consisting only of normal adjustmentsaccruals) that are necessary for a fair presentation of the consolidated financial condition of the Company Partnership and the Subsidiaries and the results of the operations of the Company Partnership and the Subsidiaries as of the dates thereof or for the periods covered thereby, except in the case of the Net Asset Test Reference Balance Sheet (a copy of which is set forth in Section 3.06(a) of the Seller's Sellers' Disclosure Schedule), which excludes (xi) any indebtedness for borrowed money of the Company Partnership and the Subsidiaries, (yii) any Cash cash or cash equivalents other than cash in the amount of any checks outstanding, and (iii) the assets and liabilities of Premier. (b) The books of account and other financial records of the Company: Partnership and the Subsidiaries: (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with the Accounting Principles U.S. GAAP and (ii) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies. (c) The minute books of the Company Partnership and the Subsidiaries contain accurate records of all meetings and accurately reflect all other actions taken by the Company Partners or by the Seller as sole stockholder Stockholders thereof. Complete and accurate copies of all such minute books have been provided to the Purchaser.

Financial Information and Books and Records. (a) True and complete copies of the audited balance sheet of the Company for each of the three fiscal years ended as of 31 December 1994March 31, 31 December 1995 1995, March 31, 1996 and 31 December 1996March 31, 1997, and the related audited statements of income, together with all related notes and schedules thereto, accompanied by the reports thereon of the CompanySeller's accountants internal auditors (collectively referred to herein as the "Financial Statements") have been delivered by the Seller to the Purchaser. The Financial Statements and the Net Assex Xxst Asset Test Reference Balance Sheet (i) were prepared in accordance with the books of account and other financial records of the Company, (ii) present fairly the financial condition and results of operations of the Company as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with the Accounting Principles and applied on a consistent basis, (iv) include all adjustments (consisting only of normal adjustments) that are necessary for a fair presentation of the financial condition of the Company and the results of the operations of the Company as of the dates thereof or for the periods covered thereby, except in the case of the Net Asset Test Reference Balance Sheet (a copy of which is set forth in Section 3.06(a) of the Seller's Disclosure Schedule), which excludes (xA) any indebtedness for borrowed money of the Company and (yB) any Cash other than cash in the amount of any checks outstanding, and (v) are not materially distorted by items of an unusual or non-recurring nature nor are they materially affected by the results of transactions with Persons directly or indirectly related to the Company or the Seller (except as expressly disclosed in the explanatory notes thereto). (b) The books of account and other financial records of the Company: (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with the Accounting Principles and (ii) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies. (c) The Except as set forth in Section 3.06(c) of the Seller's Disclosure Schedule, the minute books of the Company contain accurate records of all meetings and accurately reflect all other actions taken by the Company or by the Seller as sole stockholder thereof. Complete and accurate copies of all such minute books have been provided to the Purchaser.. 22 15